Staff Report - Budgetary Adjustments and Agreement with Downtown Railyard Venture, LLC related to the Sacramento Valley Station North Entrance Project (T15029000) (Two-Thirds Approval Required) [Published for 10-Day Review 12/27/2023]

City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2023-01240 1/9/2024 Consent Item 13.

Budgetary Adjustments and Agreement with Downtown Railyard Venture, LLC related to the Sacramento Valley Station North Entrance Project (T15029000) (Two-Thirds Approval Required) [Published for 10-Day Review 12/27/2023]
File ID: 2023-01240
Location: District 4, Represented by Mayor Steinberg
Recommendation: Accept and publish for review a Resolution: 1) authorizing the City Manager or the City Manager’s designee to amend the revenue and expenditure budgets of the Sacramento Intermodal Transportation Facility Project (T15029000) to add $3,194,000 (Fund 3702, CIP Reimbursable); 2) suspending competitive bidding for construction of Sacramento Valley Station North Entrance Project (Project) in the best interests of the City; 3) authorizing the City Manager or the City Manager’s designee to execute the Sacramento Valley Station North Entrance Construction Funding Agreement with Downtown Railyard Venture, LLC, in an amount not to exceed $3,194,000; and 4) allowing Downtown Railyard Venture, LLC to use a competitive Request for Proposal (RFP) selection process to award a contract to construct the Project.

Contact: Greg Taylor, AIA, LEED AP, Supervising Architect, 916-808-5268, [email protected], Department of Public Works Presenter: None.

Attachments:
1-Description/Analysis
2-Resolution
3-Railyards SVS North Entrance Construction Funding Agreement Description/Analysis
Issue Detail: The Caltrans Division of Rail and Mass Transportation, through the 2020 Transit and Intercity Rail Capital Program (TIRCP), awarded the Capitol Corridor Joint Powers Authority (CCJPA), City of Sacramento, and Downtown Railyard Venture, LLC (DRV), as joint applicants, a total of $3,194,000 to construct the Project, a new north entrance to the Sacramento Valley Station passenger tunnel (Steve Cohn Passageway). To implement the Project, the CCJPA entered into an agreement with the City to administer the TIRCP grant requirements (City Contract #2023-1516) (CCJPA Agreement). The City now desires to enter into a construction funding agreement under

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File ID: 2023-01240 1/9/2024 Consent Item 13.
which DRV will construct the Project, following the guidelines set forth in the TIRCP grant. With significant other work underway by DRV in the Railyards and the Railyard’s unique conditions, it is in the best interest of the City to suspend competitive bidding to allow DRV to select a contractor through a competitive RFP selection process that takes into consideration brownfield experience and project delivery coordination, which will allow DRV to evaluate and retain the most qualified contractor based on a combination of experience, past performance, safety, project schedule delivery, and other important factors. These considerations will support enhanced site safety, better coordinated site logistics, and greater environmental regulatory compliance and coordination which will result in the most efficient use of public funds.

Policy Considerations: The construction of the Project is consistent with the Railyards Specific Plan and the following 2035 General Plan Policies:

Policy ED 4.1.5 Regional Transportation Facilities. The City shall work with the Sacramento International Airport, Port of Sacramento, Regional Transit, Caltrans, and railroad companies to market and support continued improvement of major transportation facilities serving Sacramento businesses.

Policy M 1.2.4 Multimodal Access. The City shall facilitate the provision of multimodal access to activity centers such as commercial centers and corridors, employment centers, transit stops/stations, airports, schools, parks, recreation areas, medical centers, and tourist attractions.

Goal M 3.2 Long-Distance Passenger Rail Services. Support long-distance passenger rail service.

Policy M 3.2.1 Passenger Rail Service. The City shall encourage and promote the enhancement of passenger rail service to and through the Sacramento area, including the development of new infrastructure and services associated with the California High Speed Rail Project.

Policy M 3.2.2 Sacramento Intermodal Transportation Facility. The City shall support the development of the Sacramento Intermodal Transportation Facility.

City staff is proposing the use of a competitive RFP selection process to select a contractor to construct the Project. The City’s standard competitive bidding process is based on price alone, provided the contractor meets the minimum qualifications specified to perform the work. This process does not distinguish between bidders who meet the minimum qualifications and bidders who exceed the minimum qualifications.

An RFP process will allow DRV to select the most qualified contractor to perform the work, and who will best meet the project scope, budget, and schedule. With significant other work underway by DRV

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File ID: 2023-01240 1/9/2024 Consent Item 13.
in the Railyards and the Railyard’s unique conditions, it is in the best interest of the City to suspend competitive bidding to allow DRV to select a contractor through a competitive RFP selection process that takes into consideration brownfield experience and project delivery coordination, which will allow DRV to evaluate and retain the most qualified contractor based on a combination of experience, past performance, safety, project schedule delivery, and other important factors. These considerations will support enhanced site safety, better coordinated site logistics, and greater environmental regulatory compliance and coordination which will result in the most efficient use of public funds.

City Code Section 3.60.170.D. allows the City Council to suspend competitive bidding for a public project upon a two-thirds vote, if the City Council determines that it is in the best interest of the City to do so. City staff believes that it is in the City’s best interest and that an RFP process will provide the best value to City. The proposed process is outlined in the City administrative policy for procurement of public contracts (AP-4002):
· The City’s standard competitive bidding process requires bidding and contract award to a single contractor based on price alone, provided the contractor meets the minimum qualifications specified to perform the work. DRV would have no leeway to distinguish between bidders that meet minimal qualifications and more qualified bidders that exceed the minimum qualifications.
· Using the proposed alternative process will allow DRV to evaluate and retain the most qualified contractor based on a combination of experience, past performance, safety, customer/public care, communication, coordination, quality assurance, and other relevant factors. This process can provide the best value to City. The proposed process is outlined in the City administrative policy for procurement of public contracts (AP- 4002).

The Sacramento City Code Section 4.04.020 and Council Rules of Procedure (Chapter 7, Section E.2.d) mandate that unless waived by a 2/3 vote of the City Council, all labor agreements, and all agreements greater than $1,000,000 shall be made available to the public at least ten (10) days prior to council action. This item was published for 10-Day review on December 27, 2023, in compliance with City Code.

Economic Impacts: None.

Environmental Considerations:

California Environmental Quality Act (CEQA): The Project was included in the Sacramento Valley Station Area Plan and Amendment of the Railyards Specific Plan and analyzed as part of those Environmental Impact Reports. The City Council approved the plan amendment and CEQA addendum on April 6, 2021. A Notice of Determination in compliance with Section 21152 of the Public Resources Code was filed on April 13, 2021, SCH Number

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2006032058.The subject action is to provide funding for the Project. None of the criteria set forth in CEQA Guidelines Section 15162 requiring subsequent or supplemental review are present. No further environmental review is required.

Sustainability: The Project will provide a direct connection between the existing passenger tunnel (Steve Cohn Passageway) and the urban plaza in the Railyards Central Shop Historic District for pedestrians, cyclists, passengers, and the general public. This is the first project to be constructed in the Phase 3 improvements of SVS Transit Center set forth in the 2021 SVS Area Plan. It will serve as a new entrance to the existing rail facilities and future expanded bus and light rail transit operations, electrical vehicle charging and bicycle facilities. The Transit Center will be designed to standards under the Living Building Challenge (LBC) framework developed by the International Living Futures Institute (ILFI). Department of Public Works has registered the master plan as a Living Community Challenge (LCC) project with ILFI as a project under the City’s Demonstration Partnership Program.

Commission/Committee Action: The Disabilities Advisory Commission (DAC) reviewed this item at the September 7, 2022, meeting on North Entrance project and other proposed access improvements to the station area. The DAC had no recommendations on the Project.

Rationale for Recommendation: The SVS is planned to expand as a regional transportation facility to serve multiple modes of transportation: from intercity passenger rail, bus services, and a hub for regional light rail service, bus service, and bike and pedestrian trails. The 2021 SVS Area Plan relies on strong pedestrian and bike connections to the transportation center. The existing rail tracks are a physical barrier between SVS and the central core of the Railyards development north of the tracks.

This new north entrance to the existing passenger tunnel provides direct pedestrian and bicycle access to the rail platforms and the future expanded transit facility with additional options for bus and passenger vehicle connections to the station on the northerly side of the rail tracks. The award of $3,194,000 million from the state TIRCP grant program to construct this facility reflects the regional and statewide utility and related benefits of rail and transit services at SVS. To proceed with reimbursements, it is necessary to approve the budgetary adjustments to include this funding through CCJPA. As DRV is in the process of constructing major infrastructure in the Railyards and the new north entrance needs to be integrated into the private development portion, it will be most efficient and effective for DRV to manage this activity under City guidance consistent with all grant guidelines and public funding protocols.

Financial Considerations: The estimated cost to construct the Project is $3,194,000. With revenue and expenditure budgetary adjustments to add $3,194,000 (Fund 3702, CIP Reimbursable) to the Sacramento Intermodal Facility Project (T15029000), there is sufficient funding to construct the project and to reimburse DRV for its costs under the grant agreement.

Local Business Enterprise (LBE): Not applicable.

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File ID: 2023-01240 1/9/2024 Consent Item 13.

Background: The Sacramento Railyards Specific Plan, which includes design guidelines, along with the related entitlements identifies the public improvements required for this mixed-use development.

DRV currently owns approximately 166 acres of the Sacramento Railyards (Assessor Parcel Numbers 002-0010-074, -075, -076, and -077). On April 6, 2021, the Sacramento City Council approved an Addendum to the subsequent environmental impact report for the Sacramento Railyards Specific Plan Update, KP Medical Center, MLS Stadium, & Stormwater Outfall, incorporating changes made by the SVS Area Plan, which included the Project.

In 2016, the California State Transportation Agency approved grant funding for the CCJPA under the TIRCP. As a condition of receiving the TIRCP funding, the CCJPA and the State of California, acting by and through the California Department of Transportation, entered into TIRCP Master Agreement No. 64CCJPAMA-A01, effective May 1, 2016, which was supplanted by TIRCP Master Agreement No. 64CCJPA2022MA, Program Supplement No. VARCCJAPS, effective June 1, 2022 (Master Agreement). In 2020, the State awarded additional TIRCP funding to the CCJPA, with the City as a subrecipient, for additional transportation projects including the Project. As required by the Master Agreement, the CCJPA and the State entered into a Project Supplement Agreement, identified as Program Supplement No. VARCCJPAPS-04 A1, effective July 20, 2023, to allocate $3,194,000 to the City to construct the Project (Program Supplement). The CCJPA and the City entered into the CCJPA Agreement to allocate the $3,194,000 in TIRCP funding to the City to construct the Project.

The Project will connect the existing SVS passenger tunnel to the Central Shops Plaza within the Sacramento Railyards Plan area. These improvements will provide passenger access from the northern side of the rail tracks and major land development in the Railyards, to the SVS, which will greatly improve passenger access to rail and transit. The Project will also support access to the anticipated parking garage to be constructed between 5th and 6th Streets on the north edge of the rail tracks. Because the Central Shops Plaza will be privately owned, operated, maintained, and secured, the City has recorded an irrevocable offer of dedication of an easement for pedestrian access across the Central Shops Plaza from the public right-of-way to ensure public access to the Project.

DRV prepared the plans and specifications for the Project, which have been reviewed and approved by the City. DRV submitted a budget of $3,194,000 to the City for the 2020 TIRCP Cycle 4 grant application. Allowing DRV to use up to $3,194,000 of the TIRCP funding allocation under the Program Supplement to construct the Project will serve the public interest by promoting efficiency in public transportation and further the parties’ mutual interest in promoting transit-oriented development in the Railyards.

The Project is intended to be implemented concurrently with several other large construction projects, all of which require additional and detailed coordination with environmental stakeholders and Union Pacific Railroad as the environmental responsible party. These projects are located within a limited and proximate geographic area in which continued environmental systems remain in place and

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File ID: 2023-01240 1/9/2024 Consent Item 13.
operational during the course of construction. With significant other work underway by DRV in the Railyards and the Railyard’s unique conditions, it is in the best interest of the City to suspend competitive bidding to allow DRV to select a contractor through a competitive RFP selection process that takes into consideration brownfield experience and project delivery coordination, which will allow DRV to evaluate and retain the most qualified contractor based on a combination of experience, past performance, safety, project schedule delivery, and other important factors. These considerations will support enhanced site safety, better coordinated site logistics, and greater environmental regulatory compliance and coordination which will result in the most efficient use of public funds.

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RESOLUTION NO.

Adopted by the Sacramento City Council

January 9, 2024

Approve Agreement Downtown Railyard Venture, LLC, related to the Sacramento Valley Station North Entrance Project and Make Budgetary Adjustments to the Sacramento Intermodal Transportation Facility Project (T15029000)

BACKGROUND

A. The California Department of Transportation Division of Rail and Mass Transportation awarded the Capitol Corridor Joint Powers Authority (CCJPA), in coordination with the City of Sacramento and Downtown Railyard Venture, LLC (DRV) $3,194,000 through the FY 2020 Transit and Intercity Rail Capital Program (TIRCP) to construct the north entrance to the Sacramento Valley Station (Project).

B. To implement the Project, the CCJPA entered into an agreement with the City for the City to administer the TIRCP grant requirements (City Contract #2023-1516).

C. The City now desires to enter into a construction funding agreement with DRV in an amount not to exceed $3,194,000 for DRV to construct the Project, following the guidelines set forth in the TIRCP grant.

D. With significant other work underway by DRV in the Railyards and the Railyard’s unique conditions, staff recommends that the City Council suspend competitive bidding to allow DRV to select a contractor through a competitive request for proposals (RFP) selection process that takes into consideration brownfield experience and project delivery coordination, which will allow DRV to evaluate and retain the most qualified contractor based on a combination of experience, past performance, safety, project schedule delivery, and other important factors.

These considerations will support enhanced site safety, better coordinated site logistics, and greater environmental regulatory compliance and coordination which will result in the most efficient use of public funds.

E. City Code Section 3.60.170.D. authorizes the City Council to suspend competitive bidding for a contract when, upon a two-thirds vote, the City Council determines it is in the best interests of the City to do so. It is in the City’s best

interest to suspend competitive for construction of the Project and to allow DRV to use a competitive RFP process to select a contractor to construct the Project.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, THE CITY COUNCIL RESOLVES AS FOLLOWS:

Section 1. The City Manager or the City Manager’s designee is authorized to amend the revenue and expenditure budget of the Sacramento Intermodal Transportation Facility Project (T15029000) to add $3,194,000 (Fund 3702, CIP Reimbursable).

Section 2. It is in the best interest of the City to suspend competitive bidding to award the contract to construct the Project.

Section 3. The City Manager or the City Manager’s designee is authorized to execute the Sacramento Valley Station North Entrance Construction Funding Agreement with Downtown Railyard Venture, LLC, in an amount not to exceed $3,194,000, attached as Exhibit A.

Section 4. Downtown Railyard Venture, LLC, is allowed to use a competitive RFP selection process to award a contract to construct the Project.

Section 5. Exhibit A is part of this resolution.

Table of Contents:

Exhibit A - Sacramento Valley Station North Entrance Construction Funding Agreement

1 SACRAMENTO VALLEY STATION NORTH ENTRANCE CONSTRUCTION FUNDING AGREEMENTThis SACRAMENTO VALLEY STATION NORTH ENTRANCE CONSTRUCTION FUNDING AGREEMENTdated January 9, 2024, for purposes of identification, is between the CITY OF SACRAMENTO, a municipal corporation (the "City"), and DOWNTOWN RAILYARD VENTURE, LLC, a Delaware limited liability company ("DRV"). BackgroundThe Sacramento Railyards is a major urban infill project located within the Central City adjacent to downtown Sacramento. The Sacramento Railyards Specific Plan, which includes design guidelines, along with the related entitlements identifies the public improvements required for this mixed-use development. DRV currently owns approximately 166 acres of the Sacramento Railyards (Assessor Parcel Numbers 002-0010-074, -075, -076, and -077) (the “Property”). On April 6, 2021, the Sacramento City Council approved an Addendum to the subsequent environmental impact report for the Sacramento Railyards Specific Plan Update, KP Medical Center, MLS Stadium, & Stormwater Outfall, incorporating changes made by the Sacramento Valley Station (the “SVS”) Area Plan, which included a new stairway and pedestrian ramp to connect the Central Shops Plaza and the SVS passenger tunnel (the “SVS North Entrance Improvements”).In 2016, the California State Transportation Agency approved grant funding for the Capitol Corridor Joint Powers Agency (the “CCJPA”) under the Transit and Intercity Rail Capital Program (“TIRCP”). As a condition of receiving the TIRCP funding, the CCJPA and the State of California, acting by and through the California Department of Transportation (the “State”), entered into TIRCP Master Agreement No. 64CCJPAMA-A01, effective May 1, 2016, which was supplanted by TIRCP Master Agreement No. 64CCJPA2022MA, Program Supplement No. VARCCJAPS, effective June 1, 2022 (the “Master Agreement”). In 2020, the State awarded additional TIRCP funding to the CCJPA, with the City as a subrecipient, for additional transportation projects including the SVS North Entrance Improvements. As required by the Master Agreement, the CCJPA and the State entered into a Project Supplement Agreement, identified as Program Supplement No. VARCCJPAPS-04 A1, effective July 20, 2023, to allocate $3,194,000 to the City to construct the SVS North Entrance Improvements (the “Program Supplement”). The CCJPA and the City have entered into an agreement to allocate the $3,194,000 in TIRCP funding to the City to construct the SVS North Entrance Improvements. The SVS North Entrance Improvements will connect the existing SVS passenger tunnel to the Central Shops Plaza within the Sacramento Railyards Plan area. These improvements will provide passenger access from the northern side of the rail tracks and the anticipated major land development in the Railyards, to the SVS, which will greatly improve passenger access to rail and transit. The SVS North Entrance Improvements will also support access to the anticipated parking garage to be constructed between 5th and 6th Streets on the north edge of the rail tracks. Because the Central Shops Plaza will be privately owned, operated, maintained, and secured, the City has recorded an exclusive easement for pedestrian access across the Central Shops Plaza from the public right-of-way to ensure public access to the SVS North Entrance Improvements. DRV prepared the plans and specifications for the SVS North Entrance Improvements, which have been reviewed and approved by the City. DRV submitted a budget of $3,194,000 to the City for the 2 2020 TIRCP Cycle 4 grant application. Allowing DRV to use up to $3,194,000 of the TIRCP funding allocation under the Program Supplement to construct the SVS North Entrance Improvements will serve the public interest by promoting efficiency in public transportation and further the parties’ mutual interest in promoting transit-oriented development in the Railyards.With these background facts in mind, the City and DRV agree as follows:1. Definitions. All capitalized terms used in this agreement, but not expressly defined in this agreement, have the meanings ascribed to them in the Grant Agreement. In addition, the following definitions apply: “CCJPA Agreement” means the agreement between the City and the CCJPA to allocate the $3,194,000 in TIRCP funding under the Grant Agreement to the City to construct the SVS North Entrance Improvements, as it may be amended from time to time. The CCJPA Agreement is attached as exhibit 2. “Documented Invoice” means a written request for payment for costs incurred that (i) includes sufficient detail and supporting documentation to demonstrate that the costs are eligible costs under the Grant Agreement and are not reimbursed through other grant programs, (ii) includes sufficient detail and supporting documentation to demonstrate compliance with prevailing wages laws, (iii) includes sufficient detail and supporting documentation to allow the City to submit a complete TIRCP invoice package to the CCJPA in accordance with the TIRCP Invoice Package Instructions attached as exhibit 3. “Grant Agreement” means the Master Agreement together with the Program Supplement, as they may be amended from time to time. The Grant Agreement is attached as exhibit 1. “Grant Funds” means the funds that the State provides to the CCJPA under the Grant Agreement for the SVS North Entrance Improvements. “SVS North Entrance Improvements” means a pedestrian ramp that is accessible under the requirements of the California Building Code, Title 24, Part 2; a stairway; and a landscaped area that will include lighting and stormwater collection and discharge, all of which will be constructed on lot 23 of the final map of The Railyards Unit No. 3. "SVS North Entrance Plans” means the approved plans for the SVS North Entrance Improvements identified by the City as COM-2226683, approval date May 2, 2023, which may be amended only to conform to changes in the California Building Standards Code (Cal. Code Regs, tit. 24). “TIRCP Agreements” means the Grant Agreement together with the CCJPA Agreement, as those agreements may be amended from time to time. 2. Term. This agreement takes effect as described in section 20 and remains in effect until the later of (i) four years after the State makes the final payment of Grant Funds to the CCJPA, and (ii) one year after the State or the California State Auditor completes an audit of the Grant Agreement, subject to early termination under section 9. 3. TIRCP Agreements. DRV shall (i) comply with all the terms of the TIRCP Agreements that apply to the City to the extent they relate to the SVS North Entrance Improvements, except for those which 3 by their nature can only be performed by the City, and (ii) to the extent that the City’s ability to fulfill its obligations or exercise its rights under the TIRCP Agreements related to the SVS North Entrance Improvements and depends on DRV’s assistance, assist the City in fulfilling its obligations or exercising its rights under the TIRCP Agreements. 4. Funding. The City will make up to $3,194,000 available to DRV to construct the SVS North Entrance Improvements on lot 23 of the final map of The Railyards Unit No. 3 in accordance with section 8, below. 5. SVS North Entrance Improvements. In addition to complying with the TIRCP Agreements as provided in section 3, above, DRV shall construct and maintain the SVS North Entrance Improvements as follows: (a) DRV shall obtain all permits and other governmental approvals required to construct the SVS North Entrance Improvements. (b) DRV shall enter into all contracts necessary to construct the SVS North Entrance Improvements, including contracting for labor compliance to ensure that DRV’s contractors comply with all City and state prevailing wage laws. (c) DRV shall furnish, construct, and install the SVS North Entrance Improvements in accordance with the City’s Standard Specifications For Public Construction approved by the City Council on November 10, 2020 (Resolution 2020-0354) and the Sacramento Railyards Specific Plan and Design Guidelines (the SVS North Entrance Improvements described on the SVS North Entrance Plans comply with the Sacramento Railyards Specific Plan and Design Guidelines). (d) DRV shall comply with all City and state laws, regulations, and policies related to construction of public works projects, including competitive bidding, obtaining 100% payment and performance bonds, and prevailing wage laws. (e) DRV shall require its contractors to name the City and the CCJPA as additional insureds on the contractors’ commercial general liability and automobile liability policies. (f) DRV shall include in each contract to construct the SVS North Entrance Improvements provisions (i) naming the City as an intended beneficiary of the contract and requiring the contractor to name the City as an oblige on the contractor’s performance bond, and (ii) permitting DRV to assign the contract to the City. (g) DRV shall construct the SVS North Entrance Improvements to completion in accordance with the SVS North Entrance Plans, at no cost to the City, regardless of whether there are sufficient Grant Funds to pay to complete construction. 4 (h) DRV shall perform all work on the SVS North Entrance Improvements at the places, with the materials, in the manner, and at the grades, as shown on the SVS North Entrance Plans, and to the satisfaction of the City. (i) DRV shall obtain approval of all required final inspection disciplines on the building permit for the SVS North Entrance Improvements by December 31, 2025. (j) Title to, and ownership of, the SVS North Entrance Improvements constructed under this agreement will vest absolutely in DRV or its successors upon the City’s approval of all required final inspection disciplines on the building permit for the SVS North Entrance Improvements. (k) Except as otherwise expressly provided in this agreement, and excepting only items of routine maintenance, ordinary wear and tear and unusual abuse or neglect, DRV shall guarantee all work executed by or on behalf of DRV and all supplies, materials and devices of whatsoever nature incorporated in or attached to the work to be absolutely free of all defects of workmanship and materials for a period of one year after the City issues the notice of completion for the SVS North Entrance Improvements. DRV shall repair or replace any or all of the work or material, together with all or any other work or material which may be displaced or damaged in so doing, that may prove defective in workmanship or material within the one-year guarantee period without expense or charge of any nature whatsoever to the City. (l) Except as provided in section 5.(n), below, if DRV fails to comply with the conditions of the guarantee in section 5.(k), above, within ten days after being notified of the defect in writing, the City will have the right, but not the obligation, to repair, or obtain the repair of, the defect and DRV shall pay to the City on demand all costs and expenses of the repair. (m) If any defect in workmanship or materials covered by the guarantee in section 5.(k), above, results in a condition that constitutes an immediate hazard to the health or safety, or any property interest, or any person, the City may immediately repair, or cause to be repaired, either temporarily or permanently, as determined by the City in its sole discretion and judgement, the defect. DRV shall pay to the City on demand all costs and expense of the repair. (n) DRV shall maintain the landscape for the SVS North Entrance Improvements in a good condition until the Railyards community facilities district or the master association established under the Declaration of Covenants, Conditions, Restrictions and Reservation of Easements for the Railyards, recorded in the Official Records of the County of Sacramento, in Book 20190111 at Page 0404, as amended, takes over landscape maintenance of the SVS North Entrance Improvements, but DRV will not be obligated to perform such landscape maintenance for more than one year after City issues approval of all required final inspection disciplines on the building permit for the SVS North Entrance Improvements. (o) The City’s obligation to make final payment to DRV is conditioned on DRV, directly or through its contractors, providing security in a form and amount satisfactory to the City to secure performance of DRV’s warranty obligations under section 5(k) – (n). 5 6. Payment Requests. This section provides the exclusive method by which DRV may submit requests for payment. DRV shall submit requests for payment as follows: (a) DRV shall submit an initial Documented Invoice to the City that covers all costs that DRV has incurred from June 30, 2023, to date for which it will request payment. DRV shall submit the initial Documented Invoice no later than the last business day of the month after the month in which DRV issues the notice to its contractor to proceed with construction of the SVS North Entrance Improvements. (b) Beginning on the last business day of the month after DRV submits the initial Documented Invoice, and continuing on a monthly basis after that, DRV shall submit a Documented Invoice to the City that covers all costs that DRV has incurred since the previous Documented Invoice for which it will request payment. (c) As part of the Documented Invoice covering the final payment to DRV under this agreement, DRV shall provide the City with copies of all records as provided in section 10(b), below. (d) The City shall determine whether a request for payment submitted by DRV meets the requirements of a Documented Invoice no later than 15 days after DRV submits the request. 7. Payments to DRV. (a) Subject to the condition in section 7(b), if the City determines that a request for payment submitted by DRV meets the requirements of a Documented Invoice, the City shall make payment to DRV within 30 days after the City receives payment from the CCJPA. The City will notify DRV within 15 days following receipt of its request for payment of any reason why it does not meet the requirements of a Documented Invoice. The City may request, and DRV shall provide, any additional documentation the City determines is needed for a request for payment to meet the requirements of a Documented Invoice. The City may consult with the CCJPA to determine whether a request for payment meets the requirements of a Documented Invoice. (b) The City’s obligation to make the initial payment to DRV under 7(a) is conditioned on DRV providing the City with an irrevocable offer to dedicate a temporary construction easement to construct the SVS North Entrance Improvements using the form attached as exhibit L to the amended and restated Railyards development agreement between the City and DRV (City Agreement No. 2008-0150-1); the irrevocable offer of dedication must include language that (i) allows the City to accept the temporary construction easement only if the City reasonably determines that DRV has violated section 5(g) by abandoning the SVS North Entrance Improvements construction project before completion, and (ii) terminates the City’s right to accept the temporary easement upon DRV obtaining approval of all required final inspection disciplines on the building permit for the SVS North Entrance Improvements as provided in section 5(i), above. 6 8. Indemnity and Release.DRV shall indemnify, defend and hold harmless the City (including its officers, employees and agents) from and against any and liabilities, penalties, losses, damages, costs, expenses (including reasonable attorneys' fees, whether for outside counsel or the City Attorney), causes of action, claims, or judgments (collectively, "Claims") arising by reason of any death, bodily injury, personal injury, property damage, losses related to independent contractors, products and equipment, explosion, collapse, underground hazards or violation of any law or regulation to the extent arising from any acts or omissions of DRV (including its officers, employees, contractors, subcontractors, and agents) in connection with the design and construction of the SVS North Entrance Improvements under this agreement, except to the extent arising from the sole active negligence or willful misconduct of the City. DRV hereby waives and releases any and all Claims of whatever sort or nature which may arise against City in connection with the City’s review and inspection of the design and construction of the SVS North Entrance Improvements, except those resulting from the sole active negligence or willful misconduct of the City. DRV shall indemnify, defend and hold harmless the City from and against all demands and claims filed by the CCJPA, the State, or the California State Auditor against the City due to DRV’s improper invoices or DRV’s failure to comply with any term of the TIRCP Agreements related to the SVS North Entrance Improvements. This section 8 will survive the termination of this agreement. 9. Default. The occurrence of any one or more of the following events will be a breach by DRV under this agreement and the City will be entitled to (i) cancel this agreement, or (ii) exercise its assignment right under section 12(c) by providing DRV with notice as provided in section 11: (a) After delivery of a written notice of default that includes a cure period of at least 30 days, and the expiration of the cure period, DRV’s failure to comply with the terms of this agreement. (b) After delivery of a written notice of default and expiration of any cure period stated in the notice, DRV’s failure to comply with any material term of the TIRCP Agreements. (c) DRV’s voluntary or involuntary filing of bankruptcy protection or appointment of a receiver. 10. Records and Audits. In addition to complying with all the terms of the TIRCP Agreements relating to records and audits that apply to the City, DRV shall do the following: (a) DRV shall make its records, employees, and property related to this agreement and the TIRCP Agreements available to the City’s Accounting Manager (the “Accounting Manager”), the City Auditor, the CCJPA, the State, the California State Auditor, and any independent auditor at all reasonable times so that the Accounting Manager, City Auditor, the CCJPA, the State, the California State Auditor, or an independent auditor may inspect and copy such records to determine whether DRV has complied with this agreement and the TIRCP Agreements. If the City requests, DRV shall obtain and provide to the City, at DRV’s sole cost, an independent financial audit of DRV’s use of the Grant Funds. 7 (b) All records related to this agreement and the TIRCP Agreements are public records for purposes of the California Public Records Act. DRV shall, at no cost to the City, provide the City with copies of all records related to this agreement and the TIRCP Agreements as part of its final payment request. (c) Upon demand by the City, given in accordance with section 11, DRV shall reimburse the City for all Grant Funds that the City, the CCJPA, the State, the California State Auditor, or an independents auditor determines were not expended in accordance with this agreement or the TIRCP Agreements, with reimbursement to be by check payable to the City and delivered to the City at the address shown in section 11. Before the City makes a demand under this subsection (c), the City shall provide DRV with notice of the City’s, the CCJPA’s, the State’s, the California State Auditor’s, or an independent auditor’s determination about the expenditure of Grant Funds and 14 days to provide a written response, which DRV shall give in accordance with section 11. 11. Notices. Any notice, request, report, or demand under this agreement must be in writing and will be considered properly given and effective only when mailed or delivered in the manner provided by this section 11 to the persons identified below or their successors. A mailed notice, application, request, report, or demand will be effective or will be considered to have been given on the third calendar day after it is deposited in the United States Mail (certified mail and return receipt requested), addressed as set forth below, with postage prepaid. A notice, application, request, report, or demand sent in any other manner will be effective or will be considered properly given when actually delivered. Any party may change its address for these purposes by giving written notice of the change to the other party in the manner provided in this section. If to the City: City of Sacramento Office of the City Manager 915 I Street, 5th Floor Sacramento, California 95814 Attention: Assistant City Manager If to DRV: Downtown Railyard Venture, LLC 3140 Peacekeeper Way McClellan, California 95652 Attention: Manager and General Counsel 12. Assignments. (a) Except as provided in section 12(b), a party may not assign or otherwise transfer this agreement or any interest in it without the other party’s prior written consent, which the other party may withhold in its sole discretion. An assignment or other transfer made contrary to this section 12 is void. 8 (b) DRV may, without the prior approval of the City, assign its right to receive payments under this agreement to any third-party lender, except that such an assignment will not (i) otherwise modify, effect, or alter DRV’s obligations under this agreement, or (ii) make any third-party lender an intended beneficiary of this agreement. (c) Upon the occurrence of an event described in section 9, DRV shall, upon the City’s request,assign its interest in and to the SVS North Entrance Plans, engineering contracts, and construction contracts for the SVS North Entrance Improvements 5th Street Extension Project to the City without unreasonable delay. 13. Binding effect. This agreement binds and inures to the benefit of the parties’ successors and assigns. 14. Time of Essence. Time is of the essence in performing this agreement. 15. Severability. If a court with jurisdiction rules that any nonmaterial part of this agreement is invalid, unenforceable, or contrary to law or public policy, then the rest of this agreement remains valid and fully enforceable. 16. Waiver. A party’s failure to insist on strict performance of this agreement or to exercise any right or remedy upon breach of this agreement will not constitute a waiver of the performance, right, or remedy. A party’s waiver of another party’s breach of any provision in this agreement is not a continuing waiver or a waiver of any later breach of the same or any other provision. A waiver is binding only if set forth in a writing signed by the waiving party. 17. Interpretation. This agreement is to be interpreted and applied in accordance with California law, except that the rule of interpretation in California Civil Code section 1654 will not apply. Exhibits 1 - 3 are part of this agreement. 18. Attorneys’ fees. The parties must bear their own costs and attorneys’ fees incurred in connection with this agreement. 19. No Third-Party Beneficiaries. This agreement is solely for the benefit of the City and DRV. It is not intended to benefit any third parties. 20. Effective date. This agreement is effective on the date both parties have signed it, as indicated by the dates in the signature blocks below. 21. Counterparts. The parties may sign this agreement in counterparts, each of which is considered an original, but all of which constitute the same agreement. Facsimiles, pdfs, and photocopies of signature pages of the agreement have the same binding effect as originals. 9 22. Electronic signatures.The parties agree that this agreement may be electronically signed. The parties agree that the electronic signatures appearing on this agreement are the same as handwritten signatures for all purposes.23. Integration and modification. This agreement sets forth the parties’ entire understanding regarding the matters set forth above and is intended to be their final, complete, and exclusive expression of those matters. It supersedes all prior or contemporaneous agreements, representations, and negotiations—written, oral, express, or implied—and may be modified only by another written agreement signed by both parties.CITY OF SACRAMENTO,a Municipal CorporationBy:________________________Ryan Moore, Assistant City ManagerHoward Chan, City ManagerDate: _____________________ATTEST: __________________________Assistant City ClerkAPPROVED AS TO FORM:__________________________Senior Deputy City Attorney DOWNTOWN RAILYARD VENTURE, LLC, a Delaware limited liability companyBy: LDK RAILYARD, LLC, a California limited liability companyIts: Manager By: LDK VENTURES, LLC, a California limited liability companyIts: Member By: Name: Larry D. Kelley, Jr.Title: Manager Date:

10 Exhibit 1 – Grant Agreement
Capitol Corridor Joint Powers AuthorityMaster Agreement No. 64CCJPA2022MAProgram Supplement No. VARCCJPAPS Revised as of 9/22/20 Page 1
California State Transportation Agency Transit and Intercity Rail Capital Program Grant Recipient: Capitol Corridor Joint Powers Authority CalSTA Transit and Intercity Rail Capital Program Administered by: California Department of Transportation Division of Rail and Mass Transportation 1120 N Street, Room 3300 P.O. Box 942874, MS-39 Sacramento, California 94274-0001 Capitol Corridor Joint Powers AuthorityMaster Agreement No. 64CCJPA2022MAProgram Supplement No. VARCCJPAPS Revised as of 9/22/20 Page 2
TABLE OF CONTENTS RECITALS __________________________________________________________________________ 4 ARTICLE I - DEFINITIONS _____________________________________________________________ 5 ARTICLE II TIRCP PROJECTS AND ADMINISTRATION __________________________________ 7 Section 1. TIRCP Projects and Project Management _______________________________ 7 Section 2. Program Supplement _________________________________________________ 8 A. General __________________________________________________________________ 8 B. Project Overrun _________________________________________________________ 10 C. Cost Savings and Project Completion _____________________________________ 10 D. Scope of Work __________________________________________________________ 11 E. Program Supplement Amendments ______________________________________ 11 Section 3. Allowable Costs and Payments _______________________________________ 11 A. Allowable Costs and Progress Payment Invoice ___________________________ 11 B. Final Invoice _____________________________________________________________ 12 ARTICLE III GENERAL PROVISIONS _________________________________________________ 12 Section 1. Funding ______________________________________________________________ 12 Section 2. Audits and Reports ___________________________________________________ 12 A. Cost Principles ___________________________________________________________ 12 B. Record Retention ________________________________________________________ 13 C. Reporting Requirements _________________________________________________ 14 Section 3. Special Requirements ________________________________________________ 16 A. California Transportation Commission Resolutions __________________________ 16 B. Recipient Resolution _____________________________________________________ 16 C. Termination _____________________________________________________________ 17 D. Third Party Contracting __________________________________________________ 18 E. Change in Funds and Terms/Amendments ________________________________ 18 F. Project Ownership _______________________________________________________ 18 G. Disputes_________________________________________________________________ 21 H. Hold Harmless and Indemnification _______________________________________ 21 I. Labor Code Compliance ________________________________________________ 22 J. Non-Discrimination Clause _______________________________________________ 22 K. State Fire Marshal Building Standards Code _______________________________ 23 L. Americans with Disabilities Act ___________________________________________ 23 M. Access for Persons with Disabilities ________________________________________ 24 N. Disabled Veterans Program Requirements ________________________________ 24 O. Environmental Process ___________________________________________________ 24 P. Force Majeure __________________________________________________________ 25 ARTICLE IV MISCELLANEOUS PROVISIONS _________________________________________ 25 Section 1. Miscellaneous Provisions ______________________________________________ 25 A. Successor Acts __________________________________________________________ 25 B. Successor and Assigns to the Parties ______________________________________ 25 Capitol Corridor Joint Powers AuthorityMaster Agreement No. 64CCJPA2022MAProgram Supplement No. VARCCJPAPS Revised as of 9/22/20 Page 3
C. Notice __________________________________________________________________ 25 D. Amendment ____________________________________________________________ 26 E. Representation and Warranties of the Parties ______________________________ 26 F. Construction, Number, Gender and Captions _____________________________ 28 G. Complete Agreement ___________________________________________________ 28 H. Partial Invalidity __________________________________________________________ 28 I. Conflicts ________________________________________________________________ 28 J. Counterparts ____________________________________________________________ 29 K. Governing Law __________________________________________________________ 29 Appendix A - TIRCP PROGRAM GUIDELINES AND DEPARTMENT DELEGATION __________ 30 Appendix B - RECIPIENT'S RESOLUTION ______________________________________________ 31 Capitol Corridor Joint Powers AuthorityMaster Agreement No. 64CCJPA2022MAProgram Supplement No. VARCCJPAPS Revised as of 9/22/20 Page 4
STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION Effective Date of this Agreement: May 1, 2022, or upon final signature, whichever is later Termination Date of this Agreement: May 1, 2032 Recipient: Capitol Corridor Joint Powers Authority Application Funding: The Greenhouse Gas Reduction Fund and Senate Bill 1 Fund are the applicable funding source covered by this Agreement and will identified in each specific Program Supplement, adopting the terms of this Agreement. RECITALS 1. WHEREAS, Bill [AB] 32, Nunez, Chapter 488) created a comprehensive program to reduce greenhouse gas emissions in California. AB 32 requires California to reduce greenhouse gases to 1990 levels by 2020, and to maintain and continue reductions beyond 2020. In March 2012, Governor Brown signed Executive Order B162012 affirming a longrange climate goal for California to reduce greenhouse gases from the transportation sector to 80 percent below 1990 levels by 2050. 2. WHEREAS, the CapandTrade Program is a key element in Californias climate plan. It creates a limit on the emissions from sources responsible for 85 needed to drive longterm investment in cleaner fuels and more efficient use of energy, and gives covered entities flexibility to implement the lowestcost options to reduce greenhouse gas emissions. 3. WHEREAS, in 2012, the Legislature passed and Governor Brown signed into law three bills, AB 1532 (Pérez, Chapter 807, Statutes of 2012), Senate Bill (SB) 535 (De León, Chapter 830, Statutes of 2012), and SB 1018 (Budget and Fiscal Review Committee, Chapter 39, Statutes of 2012), that established the Greenhouse Gas Reduction Fund (GGRF) to receive proceeds from the distribution of allowances via auction and provided the framework for how those auction proceeds will be appropriated and expended. These statutes require that expenditures from the Capitol Corridor Joint Powers AuthorityMaster Agreement No. 64CCJPA2022MAProgram Supplement No. VARCCJPAPS Revised as of 9/22/20 Page 5
GGRF be used to facilitate the achievement of greenhouse gas emission reductions and further the purposes of AB 32. 4. WHEREAS, in 2017, the Legislature passed and Governor Brown signed into law the Road Repair and Accountability Act of 2017 SB 1, which directed additional funding to the Transit and Intercity Rail Capital Program (TIRCP). 5. WHEREAS, TIRCP is one of several programs funded as part of the 2014-2015 State of California Budget (Senate Bill 852 and Senate Bill 862), and implemented pursuant to Public Resources Code section 75220 et seq and Health and Safety Code section 39719 et seq. 6. WHEREAS, as directed by the ACT, CalSTA established TIRCP Program Guidelines that describe the policy, standards, criteria, and procedures for the development, adoption and management of the TIRCP Program. 7. WHEREAS, Recipient has submitted an application, been evaluated and selected by CalSTA in accordance with the TIRCP Program Guidelines. 8. WHEREAS, on August 17, 2015, CalSTA delegated the administration of the TIRCP Program to the Department pursuant to the TIRCP Program Guidelines and programs. 9. NOW THEREFORE, in consideration of the recitals and the rights, duties and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to the following: 10. This Agreement, entered into effective as of the date set forth above, is between the signatory public entity identified hereinabove, (hereinafter referred to as Recipient), and the STATE OF CALIFORNIA, acting by and through the California Department of Transportation (hereinafter referred to as DEPARTMENT), and subject to the approval of the California State Transportation Agency (CalSTA). ARTICLE I - DEFINITIONS The terms defined in this Article I shall for all purposes of this Agreement have the meanings specified herein. 1.1 (Assembly Bill [AB] 32, Nunez, Chapter 488) created a comprehensive program to reduce greenhouse gas emissions in California.

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1.2 appendices and Program Supplements, whereby the Department, on behalf of CalSTA, and pursuant to the Act and as set forth herein, administers the TIRCP Program. 1.3 -specific subcontract to this agreement executed following Project award and may include Project specific information, expected outcomes, and deliverables. 1.4 California means the State of California, acting by and through its Department of Transportation of the State of the State of California, and any entity succeeding to the powers, authorities and responsibilities of the Department invoked by or under this Agreement or the Program Supplements. 1.5 all refer to the commission established in 1978 by Assembly Bill 402 (Chapter 1106, Statutes of 1977). 1.6 4 of this Agreement. 1.7 subject to Chapter 26, Statutes of 2014, authorizing the State to fund capital intercity, commuter, and urban rail systems. 1.8 ject to Chapter 5, Statutes of 2017, authorizing the State to fund capital improvements and investments for 1.9 Article II, Section 2(A)(5)(c). 1.10 policy, standards, criteria, and procedures for the development, adoption and management of the TIRCP Projects established by CalSTA and provided in Appendix A. 1.11 shall mean a project-specific subcontract to this Agreement that is executed following a CTC approved action and includes all Project specific information needed to encumber funding and shall include expected outcomes and deliverables. Also referred to as Project Supplement Agreement. 1.12 Last Expenditure and refers to the last date for Recipient to incur valid Project costs or credits.

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1.13 Program Supplement Termination shall occur when the Recipients obligations have been fully performed as set forth in Article II, Section 2D and Article III, Section 3(C)(2) or when terminated by convenience as set forth in Article III, Section 3(C)(1). 1.14 1.15 Article II, Section 3(B). 1.16 Article II, Section 2(A)(5)(d). Article II, Section 3A. 1.18 Article II, Section 2(A)(5)(b). 1.19 Article II, Section 2(A)(5)(a). 1.20 Agency (CalSTA). Unless the context otherwise requires, any reference to the Secretary includes CalSTA and its officers and employees. 1.21 1.22 to the Transit and Intercity Rail Capital Program. ARTICLE II TIRCP PROJECTS AND ADMINISTRATION Section 1. TIRCP Projects and Project Management 1. TIRCP Projects, pursuant to the Act, are established by CalSTA in accordance with the TIRCP Program Guidelines. Under delegation from CalSTA, the Department will administer the TIRCP Program in accordance with the TIRCP Program Guidelines and best management practices identified in the administration of similar Department grant programs. 2. By this reference, TIRCP Program Guidelines are made an express part of this Agreement and shall apply to each TIRCP Program funded Project as may be amended or updated. Recipient will cause its specific TIRCP mandated Resolution to be attached as part of any TIRCP funded Program Supplement as a condition precedent to the acceptance of GGRF or SB 1 Funds (upon availability and allocation), for such project.

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All inquiries during the term of this Agreement and any applicable Program Supplement will be directed to the project representatives identified below: Department of Transportation Olivia Arant Branch Chief Capital Projects Central Phone: (916) 907-2225 Email: [email protected] Capitol Corridor Joint Powers Authority James Allison Manager of Planning (510) 464-6994 [email protected] Section 2. Program Supplement A. General 1. This Agreement shall have no force and effect with respect to the Project unless and until a separate Project specific program supplement hereinafter Program Supplementthis Agreement has been fully executed by both State and Recipient. 2. Recipient agrees to complete the defined scope of work for the Project, described in the Program Supplement adopting all of the terms and conditions of this Agreement. 3. A financial commitment of actual funds will only occur in each detailed and separate Program Supplement. No funds are obligated by the prior execution of this Agreement alone. 4. Recipient further agrees, as a condition to the release and payment of the funds encumbered for the scope of work described in each Program Supplement, to comply with the terms and conditions of this Agreement and all the agreed-upon special covenants and conditions attached to or made a part of the Program Supplement identifying and defining the nature of that specific scope of work. 5. The Program Supplement shall include a detailed scope of work, which shall include but not be limited to, a Project Description, a Project Schedule, an Overall Funding Plan, and a Project Financial Plan as required in the TIRCP Program Guidelines. a. The Scope of Work shall include a detailed description of the Project and will itemize the major tasks and their estimated costs.

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b. The Project Schedule shall include major tasks and/or milestones and their associated beginning and ending dates and duration. c. The Overall Funding Plan shall itemize the various Project Components, the committed funding program(s) or source(s), and the matching funds to be provided by Recipient and/or other funding sources, if any [these Components include Environmental and Permits; Plans, Specifications and Estimates (PS&E); Right-of-Way (ROW); and Construction (including transit vehicle acquisition)]. d. The Project Financial Plan shall identify estimated expenditures for the Project Component by funding source, provided that for the purposes of this Agreement the State is only monitoring compliance for expenditures for the TIRCP, including but not limited to GGRF and SB 1 Funds allocated for the Project Component. 6. Adoption and execution of the Program Supplement by Recipient and State, incorporating the terms and conditions of this Agreement into the Program Supplement as though fully set forth therein, shall be sufficient to bind Recipient to these terms and conditions when performing the Project. Unless otherwise expressly delegated to a third-party in a resolution by Recipientwhich delegation must be expressly assented to and concurred in by State, the Program Supplement shall be managed by Recipient. 7. The estimated cost and scope of the Project will be as described in the applicable Program Supplement. The State shall not participate in any funding for the Project beyond those amounts actually encumbered by the STATE as evidenced in the applicable Program Supplement unless the appropriate steps are followed and approval is granted by the CTC as described below. 8. Upon the stated expiration date of this Agreement, any Program Supplement executed under this Agreement for the Project with obligations yet to be completed pursuant to the approved Project Schedule, deliverables, and reporting requirements shall be deemed to extend the term of this Agreement only to conform to the specific Project termination or completion date, including completion of deliverables and reporting requirements, contemplated by the applicable Program Supplement to allow that uncompleted Project to be administered under the extended terms and conditions of this Agreement. 9. Total project cost includes the cost of a project for all phases (Plans, Specifications, and Estimates (PS&E), Project Approval and Environmental Document (PA&ED) Right-of-Way (ROW), and Construction (CON) including rolling stock) of a Project from start to finish.

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B. Project Overrun 1. If Recipient or the State determine, at any time during the performance of the Project, that the Project budget may be exceeded, Recipient shall take the following steps: a. Notify the designated State representative of the nature and projected extent of the overrun and, within a reasonable period thereafter, identify and quantify potential cost savings or other measures which Recipient will institute to bring the Project Budget into balance; and b. Identify the source of additional Recipient or other third-party funds that can be made available to complete Project. Recipient agrees that the allocation of the GGRF and SB 1 funds is subject to the allocation proposed by the CalSTA, submitted by the State, and approved by the CTC. C. Cost Savings and Project Completion 1. Recipient is encouraged to evaluate design and construction alternatives that would mitigate the costs of delivering the commitments for the Project. Recipient shall take all steps necessary on a commercially reasonable basis that would generally be taken in accordance with best management practices. In determining cost savings, the Parties shall take into account all avoided costs, including avoided design, material, equipment, labor, construction, testing, acceptance and overhead costs and avoided costs due to time savings, and all the savings in financing costs associated with such avoided costs. 2. If there is an identification and implementation of any CalSTA approved alternative resulting in reduction of the Project costs, the parties agree that the recipient shall provide a prorated share of Project or TIRCP funded Project component cost savings based on the overall project match to the Department no later than 30 days after the submission of the final invoice. approval, savings may be used towards another project component or towards increasing project benefits that are consistent with the original project award while maintaining the overall project match referenced in the project award and program supplements. 3. Program supplements will indicate the Project or Component proration of funding match. 4. The Recipient agrees to complete the Project and accepts sole responsibility for the payment of any cost increases. If either the Project or the funded components are not completed, the Recipient shall bear the burden of full TIRCP funds reimbursement to the Department.

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D. Scope of Work 1. Recipient shall be responsible for complete performance of the work described in the approved Program Supplement for the Project related to the commitment of encumbered funds. All work shall be accomplished in accordance with the applicable provisions of the Act, Public Utilities Code, the Streets and Highways Code, the Government Code, and other applicable statutes and regulations. 2. Recipient acknowledges and agrees that Recipient is the sole control and manager of the Project and its subsequent employment, operation, repair and maintenance for the benefit of the public. Recipient shall be solely responsible for complying with the funding and use restrictions established by (a) the statutes from which the GGRF and SB1 Funds are derived, (b) the CTC, (c) the State Treasurer, (d) the Internal Revenue Service, (e) the applicable Program Supplement, and (f) this Agreement. 3. Recipient acknowledges and agrees that the Recipient is responsible for complying with all reporting requirements established by the TIRCP Guidelines and California Air Resource Board (CARB) Funding Guidelines. E. Program Supplement Amendments Program Supplement amendments will be required whenever there are CalSTA or CTC approved actions, including but not limited to, Financial Allocations, Financial Allocation Amendments, Time Extensions and Technical Corrections. These changes shall be mutually binding upon the Parties only following the execution of a Program Supplement amendment. Section 3. Allowable Costs and Payments A. Allowable Costs and Progress Payment Invoice 1. Not more frequently than once a month, Recipient will prepare and submit to State signed Progress Payment Invoice for actual Project costs incurred and paid for by Recipient consistent with the allocation and Scope of Work document in the Program Supplement and State shall pay those uncontested allowable costs once the invoice is reviewed and approved by the Department, subject to If no costs were incurred during any given quarter, Recipient is exempt from submitting a signed Progress Payment Invoice. 2. State shall not be required to reimburse more funds, cumulatively, per quarter of any fiscal year greater than the sums identified and included in the Project Financial Plan. The State shall hold the right to determine reimbursement availability based on an approved expenditure plan and TIRCP anticipated or Capitol Corridor Joint Powers AuthorityMaster Agreement No. 64CCJPA2022MAProgram Supplement No. VARCCJPAPS Revised as of 9/22/20 Page 12
actual funding capacity. Each such invoice will report the total of Project expenditures from GGRF and SB 1 Funds (including those of Recipient and third parties) and will specify the percent of State reimbursement requested and the GGRF and SB 1 Funds source. B. Final Invoice The Program Supplement Last Expenditure Dates(s) refer to the last date for Recipient to incur valid Project costs or credits. Recipient has one hundred and eighty (180) days after that Last Expenditure Date to make already incurred final allowable payments to Project contractors or vendors, prepare the Project Closeout Report, and submit the final invoice to State for reimbursement of allowable Project costs before those remaining State funds are unencumbered and those funds are reverted as no longer available to pay any Project costs. Recipient expressly waives any right to allowable reimbursements from State pursuant to this Agreement for costs incurred after that termination date and for costs invoiced to Recipient for payment after that one hundred and eightieth (180th) day following the Project Last Expenditure Date. ARTICLE III GENERAL PROVISIONS Section 1. Funding 1. Recipient agrees to contribute at least the statutorily or other required local contribution of matching funds (other than State or federal funds), if any is specified within the Program Supplement or any appendices thereto, toward the actual cost of the Project or the amount, if any, specified in any executed SB 2800 (Streets and Highways Code Section 164.53) Agreement for local match fund credit, whichever is greater. Recipient shall contribute not less than its required match amount toward the Project cost in accordance with a schedule of payments as shown in the Project Financial Plan prepared by Recipient and approved by State as part of a Program Supplement. Section 2. Audits and Reports A. Cost Principles 1. Recipient agrees to comply with Title 2 Code of Federal Regulations 200 (2 CFR 200) Uniform Administrative Requirements, Cost Principles for State and Local Government, and Audit Requirements for Federal Awards. 2. Recipient agrees, and will assure that its contractors and subcontractors will be obligated to follow 2 CFR 200 and which shall be used to determine the allowability of individual Project cost items. Every sub-recipient receiving Project Capitol Corridor Joint Powers AuthorityMaster Agreement No. 64CCJPA2022MAProgram Supplement No. VARCCJPAPS Revised as of 9/22/20 Page 13
funds as a contractor or sub-contractor under this Agreement shall comply with 2 CFR 200. 3. Any Project costs for which Recipient has received payment or credit that are determined by subsequent audit to be unallowable under 2 CFR 200, are subject to repayment by Recipient to State. Should Recipient fail to reimburse moneys due State within thirty (30) days of demand, or within such other period as may be agreed in writing between the Parties hereto, State is authorized to intercept and withhold future payments due to Recipient from State or any third-party source whose funding passes through the State, including but not limited to, the State Treasurer, the State Controller and the CTC. 4. The State may terminate the grant for any reason at any time if it is determined by the State, based on an audit under this section, that there has been a violation of any State or federal law or policy by the Recipient during performance under this or any other grant agreement or contract entered into with the State. If the grant is terminated under this section, the Recipient may be required to fully or partially repay funds. B. Record Retention 1. Recipient agrees, and will assure that its contractors and subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate incurred Project costs and matching funds by line item for the Project. The accounting system of Recipient, its contractors and all subcontractors shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. All accounting records and other supporting papers of Recipient, its contractors and subcontractors connected with Project performance under this Agreement and each Program Supplement shall be maintained for a minimum of three (3) years from the date of final payment to Recipient under a Program Supplement and shall be held open to inspection, copying, and audit by representatives of State, the California State Auditor, and auditors representing the federal government. Copies thereof will be furnished by Recipient, its contractors, and subcontractors upon receipt of any request made by State or its agents. In conducting an audit of the costs and match credits claimed under this Agreement, State will rely to the maximum extent possible on any prior audit of Recipient pursuant to the provisions of federal and State law. In the absence of such an audit, any acceptable audit work performed by Recipientinternal auditors may be relied upon and used by State when planning and conducting additional audits.

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2. For the purpose of determining compliance with Title 21, California Code of Regulations, Section 2500 et seq., when applicable, and other matters connected with the performance of RecipientGovernment Code section 8546.7, Recipient, Recipientsubcontractors, and State shall each maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts. All of the above referenced parties shall make such Agreement and Program Supplement materials available at their respective offices at all reasonable times during the entire Project period and for three (3) years from the date of final payment to Recipient under any Program Supplement. State, the California State Auditor, or any duly authorized representative of State or the United States Department of Transportation, shall each have access to any books, records, and documents that are pertinent to the Project for audits, examinations, excerpts, and transactions, and Recipient shall furnish copies thereof if requested. 3. Recipient, its contractors and subcontractors will permit access to all records of employment, employment advertisements, employment application forms, and other pertinent data and records by the State Fair Employment Practices and Housing Commission, or any other agency of the State of California designated by State, for the purpose of any investigation to ascertain compliance with this Agreement and the Act. C. Reporting Requirements 1. Reporting requirements of Recipient will include whether reported implementation activities are within the scope of the Project Program Supplement and in compliance with State laws, regulations, and administrative requirements. 2. TIRCP Progress Reporting shall be no more frequently than monthly and no less frequently than quarterly at the discretion of the State and shall generally include the following information; a. Activities and progress made towards implementation of the project during the reporting period and activities anticipated to take place in the next reporting period; b. Identification of whether the Project is proceeding on schedule and within budget; c. Identification of whether the Project Deliverables are proceeding on schedule.

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d. Identification of changes to the Project funding plan, milestone schedule, or deliverables completion date; e. Any actual or anticipated problems which could lead to delays in schedule, increased costs or other difficulties for either the Project or other State funded projects impacted by the Projects scope of work and the efforts or activities being undertaken to minimize impacts to schedule, cost, or deliverables; 3. CARB Reporting shall be no more frequently than monthly and no less frequently than semiannually at the discretion of CARB and shall include the following information (subject to modification by CARB); a. Identify metrics and benefits achieved for disadvantaged communities, low income communities, and/or low-income households; b. continued reporting following project implementation to identify benefits achieved. c. Any and all other requirements instituted by CARB. 4. Within one year of the Project or reportable Project components becoming operable, the implementing agency must provide a final delivery report including at a minimum: a. Scope of completed Project as compared to Programmed Project; b. Performance outcomes derived from the project as compared to outcomes described in the Project application and shall include but not be limited to before and after measurements and estimates for ridership, service levels, greenhouse gas reductions, updated estimated greenhouse gas reductions over the life of the project, benefits to disadvantaged communities, low income communities, and/or low income households, and project co-benefits as well as an explanation of the methodology used to quantify the benefits. c. Before and after photos documenting the project d. The final costs as compared to the approved project budget by component and fund type, and an estimate of the TIRCP funds spent to benefit disadvantaged communities, low-income communities, and/or low-income households, and e. The project duration as compared to the project schedule in the project application.

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Section 3. Special Requirements A. California Transportation Commission Resolutions 1. Recipient as stated in Resolution G-06-04, adopted April 26, 2006, addressing the expenditure and reimbursement of GGRF and SB 1 Funds. These resolutions, and/or successor resolutions in place at the time a Program Supplement is executed, shall be applicable to GGRF and SB 1 funds, respectively. 2. Recipient shall be bound to the terms and conditions of this Agreement, the Project application contained in the Program Supplement (as applicable); and CTC Resolutions G-06-04, G-09-11 and/or their respective successors in place at the time the Program Supplement is signed (as applicable) and all restrictions, rights, duties and obligations established therein on behalf of State and CTC shall accrue to the benefit of the CTC and shall thereafter be subject to any necessary enforcement action by CTC or State. All terms and conditions stated in the aforesaid CTC Resolutions and CTC-approved Guidelines in place at the time the Program Supplement is signed (if applicable) shall also be considered to be binding provisions of this Agreement. 3. Recipient shall conform to any and all permit and mitigation duties associated with Project as well as all environmental obligations established in CTC Resolution G-91-2 and/or its successors in place at the time a Program Supplement is signed, as applicable, at the expense of Recipient and/or the responsible party and without any further financial contributions or obligations on the part of State unless a separate Program Supplement expressly provides funding for the specific purpose of hazardous materials remediation. B. Recipient Resolution 1. Recipient has executed this Agreement pursuant to the authorizing Recipient resolution, attached as Appendix B to this Agreement, which empowers Recipient to enter into this Agreement and which may also empower Recipient to enter into all subsequent Program Supplements adopting the provisions of this Agreement. 2. If Recipient or State determines that a separate Resolution is needed for each Program Supplement, Recipient will provide information as to who the authorized designee is to act on behalf of the Recipient to bind Recipient with regard to the terms and conditions of any said Program Supplement or amendment and will provide a copy of that additional Resolution to State with the Program Supplement or any amendment to that document.

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C. Termination 1. Termination Convenience by State a. State reserves the right to terminate funding for any Program Supplement, subject to CalSTA approval, upon written notice to Recipient in the event that Recipient fails to proceed with Project work in accordance with the Program Supplement, or otherwise violates the conditions of this Agreement and/or the Program Supplement or the funding allocation such that substantial performance is significantly endangered. b. No such termination shall become effective if, within thirty (30) days after receipt of a notice of termination, Recipient either cures the default involved or, if not reasonably susceptible of cure within said thirty (30)-day period, Recipient proceeds thereafter to complete the cure in a manner and time line acceptable to State. Any such termination shall be accomplished by delivery to Recipient of a notice of termination, which notice shall become effective not less than thirty (30) days after receipt, specifying the reason for the termination, the extent to which funding of work under this Agreement is terminated and the date upon which such termination becomes effective, if beyond thirty (30) days after receipt. During the period before the effective termination date, Recipient and State shall meet to attempt to resolve any dispute. c. Following a fund encumbrance made pursuant to a Program Supplement, if Recipient fails to expend GGRF or SB 1 monies within the time allowed specified in the Program Supplement, those funds may revert, and be deemed withdrawn and will no longer be available to reimburse Project work unless those funds are specifically made available beyond the end of that Fiscal Year through re-appropriation or other equivalent action of the Legislature and written notice of that action is provided to Recipient by State. d. In the event State terminates a Program Supplement for convenience and not for a default on the part of Recipient as is contemplated in this section, Recipient shall be reimbursed its authorized costs up to Stateproportionate and maximum share of allowable Project costs incurred to the date of Recipientcosts reasonably and necessarily incurred up to and following that termination date by Recipient to effect such termination following receipt of that termination notice. 2. Termination After Recipient Obligations Fully Performed Following project completion, and all obligations as defined in the TIRCP Guidelines, CARB Guidelines, and Program Supplement are fully performed, including Project completion of all deliverables and reporting, the Program Capitol Corridor Joint Powers AuthorityMaster Agreement No. 64CCJPA2022MAProgram Supplement No. VARCCJPAPS Revised as of 9/22/20 Page 18
Supplement shall be terminated. If the Project obligations are not fully performed, as defined under this section, the Recipient may be required to fully or partially repay funds. D. Third Party Contracting 1. Recipient shall not award a construction contract over $10,000 or other contracts over $25,000 [excluding professional service contracts of the type which are required to be procured in accordance with Government Code Sections 4525 (d), (e) and (f)] on the basis of a noncompetitive negotiation for work to be performed under this Agreement without the prior written approval of State. Contracts awarded by Recipient, if intended as local match credit, must meet the requirements set forth in this Agreement regarding local match funds. 2. Any subcontract entered into by Recipient as a result of this Agreement shall contain the provisions of ARTICLE III GENERAL PROVISIONS, Section 2. Audits and Reports and shall mandate that travel and per diem reimbursements and third-party contract reimbursements to subcontractors will be allowable as Project costs only after those costs are incurred and paid for by the subcontractors. 3. In addition to the above, the preaward requirements of third-party contractor/consultants with local transit agencies should be consistent with Local Program Procedures (LPP-00-05). E. Change in Funds and Terms/Amendments This Agreement and the resultant Program Supplements may be modified, altered, or revised only with the joint written consent of Recipient and State. F. Project Ownership 1. Unless expressly provided to the contrary in a Program Supplement, subject to the terms and provisions of this Agreement, Recipient, or a designated subrecipient acceptable to State, as applicable, shall be the sole owner of all improvements and property included in the Project constructed, installed or acquired by Recipient or subrecipient with funding provided to Recipient under this Agreement. Recipient, or subrecipient, as applicable, is obligated to continue operation and maintenance of the physical aspects of the Project dedicated to the public transportation purposes for which Project was initially approved unless Recipient, or subrecipient, as applicable, ceases ownership of such Project property; ceases to utilize the Project property for the intended public transportation purposes; or sells or transfers title to or control over Project and State is refunded the Credits due State as provided in paragraph (2) herein below.

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2. Project right-of-way, Project facilities constructed or reconstructed on the Project site and/or Project property (including vehicles and vessels) purchased by Recipient (excluding temporary construction easements and excess property whose proportionate resale proceeds are distributed pursuant to this Agreement) shall remain permanently dedicated to the described public transit use in the same proportion and scope, and to the same extent as mandated in the Program Supplement, unless State agrees otherwise in writing. Vehicles acquired as part of Project, including, but not limited to, buses, vans, rail passenger equipment, shall be dedicated to that public transportation use for their full economic life cycle, which, for the purpose of this Agreement, will be determined in accordance with standard national transit practices and applicable rules and guidelines, including any extensions of that life cycle achievable by reconstruction, rehabilitation or enhancements. The exceptions to this section are outlined below: a. Except as otherwise set forth in this Section, State, or any other State-assignee public body acting on behalf of the CTC, shall be entitled to a refund or credit (collectively the Credit), at Stateproportionate Project funding participation received by Recipient from State if Recipient, or a sub-recipient, as applicable, (i) ceases to utilize Project for the original intended public transportation purposes or (ii) sells or transfers title to or control over Project. If federal funds (meaning only those federal funds received directly by Recipient and not federal funds derived through or from the State) have contributed to the Project, Recipient shall notify both State and the original federal source of those funds of the disposition of the Project assets or the intended use of those sale or transfer receipts. b. State shall also be entitled to an acquisition credit for any future purchase or condemnation of all or portions of Project by State or a designated representative or agent of State. c. The Credit due State will be determined by the ratio of Statewhen measured against the Recipientpurposes of this Section, derived through or from State. That Ratio is to be applied to the then present fair market value of Project property acquired or constructed as provided in (d) and (e) below. d. For Mass Transit vehicles, this Credit [to be deducted from the then remaining equipment value] shall be equivalent to the percentage of the full extendable vehicle economic life cycle remaining, multiplied by the Ratio of funds provided for that equipment acquisition. For real property, this same funding Ratio shall be applied to the then present fair market value, as Capitol Corridor Joint Powers AuthorityMaster Agreement No. 64CCJPA2022MAProgram Supplement No. VARCCJPAPS Revised as of 9/22/20 Page 20
determined by State, of the Project property acquired or improved under this Agreement. e. Such Credit due State as a refund shall not be required if Recipient dedicates the proceeds of such sale or transfer exclusively to a new or replacement State approved public transit purpose, which replacement facility or vehicles will then also be subject to the identical use restrictions for that new public purpose and the Credit ratio due State should that replacement project or those replacement vehicles cease to be used for that intended described pre-approved public transit purpose. i. In determining the present fair market value of property for purposes of calculating StateAgreement, any real property portions of the Project site contributed by Recipient shall not be included. In determining StateStatethird parties (other than Recipient) shall be included if those contributions are incorporated into the Project. ii. Once State has received the Credit as provided for above because Recipient, or a sub-recipient, as applicable, has (a) ceased to utilize the Project for the described intended public transportation purpose(s) for which State funding was provided and State has not consented to that cessation of services or (b) sold or transferred title to or control over Project to another party (absent State approval for the continued transit operation of the Project by that successor party under an assignment of Recipientneither Recipient, subrecipient, nor any party to whom Recipient or subrecipient, as applicable, has transferred said title or control shall have any further obligation under this Agreement to continue operation of Project and/or Project facilities for those described public transportation purposes, but may then use Project and/or any of its facilities for any lawful purpose. iii. To the extent that Recipient operates and maintains Intermodal Transfer Stations as any integral part of Project, Recipient shall maintain each station and all its appurtenances, including, but not limited to, restroom facilities, in good condition and repair in accordance with high standards of cleanliness (Public Utilities Code section 99317.8). Upon request of State, Recipient shall also authorize State-funded bus services to use those stations and appurtenances without any charge to State or the bus operator. This permitted use will include the placement of signs and informational material designed to alert the public to the availability of the State-funded bus service (for the purpose of this paragraph, "State-funded bus service" means any bus service funded pursuant to Public Utilities Code section 99316).

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G. Disputes Parties shall develop a mutually agreed upon issue resolution process, as described below, and issues between the Parties are to be resolved in a timely manner. The Parties agree to the following: 1. If the Parties are unable to reach agreement on any particular issue relating Agreement, the Parties agree to promptly follow the issue resolution process as outlined below: a. the Recipientmay initiate the process of informal dispute resolution by providing the other Party with written notice of a dispute. The written notice shall provide a clear statement of the dispute and shall refer to the specific provisions of this Agreement or Program Supplement manager and the Recipientdispute within five days from the written notice. If the dispute is resolved, the Parties shall create and sign a short description of the facts and the resolution that was agreed upon by the Parties. b. If the dispute is not resolved by the fifth day from the written notice, the Recipientmanager and the Recipientdispute within ten days of their initial meeting. If the dispute is resolved, the Parties shall create and sign a short description of the facts and the resolution that was agreed upon by the Parties. c. Director or his designee and the Recipientthe Recipientdays of the initial meeting. If the dispute is resolved, the Parties shall create and sign a short description of the facts and the resolution that was agreed upon by Director or his designee and the Recipientsubmit the matter to the Secretary of CalSTA for a final administrative determination. H. Hold Harmless and Indemnification 1. Neither State nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by Recipient, its agents and contractors under or in connection with any work, authority, or jurisdiction delegated to Recipient under this Agreement or any Capitol Corridor Joint Powers AuthorityMaster Agreement No. 64CCJPA2022MAProgram Supplement No. VARCCJPAPS Revised as of 9/22/20 Page 22
Program Supplement or as respects environmental clean-up obligations or duties of Recipient relative to Project. It is also understood and agreed that, Recipient shall fully defend, indemnify and hold the CTC and State and their officers and employees harmless from any liability imposed for injury and damages or environmental obligations or duties arising or created by reason of anything done or imposed by operation of law or assumed by, or omitted to be done by Recipient under or in connection with any work, authority, or jurisdiction delegated to Recipient under this Agreement and all Program Supplements. 2. Recipient shall indemnify, defend and hold harmless State, the CTC and the State Treasurer relative to any misuse by Recipient of State funds, Project property, Project generated income or other fiscal acts or omissions of Recipient. I. Labor Code Compliance Recipient shall include in all subcontracts awarded using Project funds, when applicable, a clause that requires each subcontractor to comply with California Labor Code requirements that all workers employed on public works aspects of any project (as defined in California Labor Code §§ 1720-1815) be paid not less than the general prevailing wage rates predetermined by the Department of Industrial Relations as effective the date of Contract award by the Recipient. J. Non-Discrimination Clause 1. In the performance of work under this Agreement, Recipient, its contractor(s) and all subcontractors, shall not unlawfully discriminate, harass or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability, mental disability, medical condition, age, marital status, family and medical care leave, pregnancy leave, and disability leave. Recipient, its contractor(s) and all subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Recipient, its contractor(s) and all subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code section 12900 et seq.), and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Each of Recipientcontractors and all subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreements, as appropriate.

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2. shall give written notice of their obligations under this clause to labor organizations with which they have collective bargaining or other labor agreements. The Recipient shall include the non-discrimination and compliance provisions hereof in all contracts and subcontracts to perform work under this Agreement. 3. Should federal funds be constituted as part of Project funding or compensation received by Recipient under a separate Contract during the performance of this Agreement, Recipient shall comply with this Agreement and with all federal mandated contract provisions as set forth in that applicable federal funding agreement. 4. Recipient shall include the non-discrimination and compliance provisions of this clause in all contracts and subcontracts to perform work under this Agreement. 5. The Recipient shall comply with the nondiscrimination program requirements of Title VI of the Civil Rights Act of 1964. Accordingly, 49 CFR 21 (Nondiscrimination in Federally-Assisted Programs of the Department of TransportationEffectuation of Title VI of The Civil Rights Act of 1964) and 23 CFR Part 200 (Title VI Program and Related StatutesImplementation and Review Procedures) are made applicable to this Agreement by this reference. Wherever Recipient. 6. The Recipient shall permit, and shall require that its contractors, subcontractors, and subrecipients will permit, access to all records of employment, employment advertisements, application forms, and other pertinent data and records by the State Fair Employment Practices and Housing Commission or any other agency of the State of California designated by Department to investigate compliance with this Section J. K. State Fire Marshal Building Standards Code The State Fire Marshal adopts building standards for fire safety and panic prevention. Such regulations pertain to fire protection design and construction, means of egress and adequacy of exits, installation of fire alarms, and fire extinguishment systems for any State-owned or State-occupied buildings per section 13108 of the Health and Safety Code. When applicable, Recipient shall request that the State Fire Marshal review Project PS&E to ensure Project consistency with State fire protection standards. L. Americans with Disabilities Act By signing this Master Agreement, Recipient assures State that Recipient shall comply with the Americans with Disabilities Act (ADA) of 1990, which prohibits Capitol Corridor Joint Powers AuthorityMaster Agreement No. 64CCJPA2022MAProgram Supplement No. VARCCJPAPS Revised as of 9/22/20 Page 24
discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA (42 U.S.C. 12101 et seq.). M. Access for Persons with Disabilities Disabled access review by the Department of General Services (Division of the State Architect) is required for all publicly funded construction of buildings, structures, sidewalks, curbs and related facilities. Recipient will award no construction contract unless Recipientconform to the provisions of sections 4450 and 4454 of the California Government Code, if applicable. Further requirements and guidance are provided in Title 24 of the California Code of Regulations. N. Disabled Veterans Program Requirements 1. Should Military and Veterans Code sections 999 et seq. be applicable to Recipient, Recipient will meet, or make good faith efforts to meet, the 3% Disabled Veterans Business Enterprises goals (or Recipientr goals) in the award of every contract for Project work to be performed under these this Agreement. 2. Recipient shall have the sole duty and authority under this Agreement and each Program Supplement to determine whether these referenced code sections are applicable to Recipient and, if so, whether good faith efforts asserted by those contractors of Recipient were sufficient as outlined in Military and Veterans Code sections 999 et seq. O. Environmental Process Completion of the Project Recipient (and/or State if it affects a State facility within the meaning of the applicable statutes) is required prior to requesting Project funds for right-of-way purchase or construction. No State agency may request funds nor shall any State agency, board or commission authorize expenditures of funds for any Project effort, except for feasibility or planning studies, which may have a significant effect on the environment unless such a request is accompanied with all appropriate documentation of compliance with or exemption from the California Environmental Quality Act (CEQA) (including, if as appropriate, an environmental impact report, negative declaration, or notice of exemption) under California Public Resources Code section 21080(b) (10), (11), and (12) provides an exemption for a passenger rail project that institutes or increases passenger or commuter services on rail or highway rights-of-way already in use.

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P. Force Majeure Each party will be excused from performance of its obligations where such non-performance is caused by any extraordinary event beyond its reasonable control, such as any non-appealable order, rule or regulation of any federal or state governmental body, fire, flood, earthquake, storm, hurricane or other natural disaster, epidemic, pandemic, war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption, provided that the party excused hereunder shall use all reasonable efforts to minimize its non-performance and to overcome, remedy or remove such event in the shortest practical time. Should a force majeure event occur which renders it impossible for a period of forty-five (45) or more consecutive days for either party to perform its obligations hereunder, the Parties agree to negotiate in good faith to amend the existing Master Agreement or Supplemental Agreement to deal with such event and to seek additional sources of funding to continue the operation of the Service. ARTICLE IV MISCELLANEOUS PROVISIONS Section 1. Miscellaneous Provisions A. Successor Acts All statutes cited herein shall be deemed to include amendments to and successor statutes to the cited statues as they presently exist. B. Successor and Assigns to the Parties Neither this Agreement nor any right, duty or obligation hereunder may be assigned, transferred, hypothecated or pledged by any party without the express written consent of the other party; provided, that unless otherwise expressly required herein, a party shall not be obligated to obtain the written consent of the other party with respect to any contract related to the Service for the provision of goods and/or services to the contracting party in the ordinary course of business. C. Notice Any notice which may be required under this Agreement shall be in writing, shall be effective when received, and shall be given by personal service, or by certified or registered mail, return receipt requested, to the addresses set forth below, or to Capitol Corridor Joint Powers AuthorityMaster Agreement No. 64CCJPA2022MAProgram Supplement No. VARCCJPAPS Revised as of 9/22/20 Page 26
such other addresses as may be specified in writing and given to the other party in accordance herewith. If given to the Department: State of California Department of Transportation Division of Rail and Mass Transportation P.O. Box 942874 Sacramento, CA 994274-0001 Attention: Division of Rail and Mass Transit TIRCP Contract Manager, Mail Stop 39 with a copy to: California State Transportation Agency 915 Capitol Mall Suite 350 B Sacramento, CA 95814 If given to the Recipient: Capitol Corridor Joint Powers Authority 2150 Webster St., 3rd Floor City, CA 94612 Attention: James Allision D. Amendment This Agreement may not be changed, modified, or amended except in writing, signed by the parties hereto, and approved in advance in writing by the Secretary, and any attempt at oral modification of this Agreement shall be void and of no effect. E. Representation and Warranties of the Parties 1. Recipient hereby represents and warrants to the Department that: a. Recipient is in good standing under applicable law, with all requisite power and authority to carry on the activities for which it has been organized and proposed to be conducted pursuant to this Agreement.

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b. Recipient has the requisite power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by such entity, the performance by it of its obligations thereunder and the consummation of the transactions contemplated thereby have been duly authorized by the governing board of such entity and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated thereby. The Agreements have been duly and validly executed and delivered by such entity and constitute valid and binding obligations of such entity, enforceable against it in accordance with their terms, except to the extent that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws now or hereinafter in effect relating to thinjunctive and other forms of equitable relief, and may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. c. Neither the execution and delivery of this Agreement and the performance of its obligations thereunder nor the consummation of the transactions contemplated thereby will (i) conflict with or result in a breach of any provision of any agreement to which Recipient is a party; (ii) violate any write, order, judgment, injunction, decrees, statute, rule or regulation of any court or governmental authority applicable to such entity or its property or assets. 2. The Department does hereby represent and warrant with respect to each provision of this Agreement to the Recipient that: a. It validly exists with all requisite power and authority to carry on the activities proposed to be conducted pursuant to this Agreement. b. It has the requisite power and authority to execute and deliver this Agreement and to carry out its obligations thereunder. The execution and delivery of this Agreement, the performance by it of its obligations thereunder and the consummation of the transactions contemplated thereby have been duly authorized and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated thereby. The agreements have been duly and validly executed and delivered by it and constitute valid and binding obligations, enforceable against it in accordance with their terms, except to the extent that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws now or hereinafter in effect relating to table relief, and may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.

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c. Neither the execution and delivery of this Agreement and the performance of its obligations thereunder nor the consummation of the transactions contemplated thereby will (i) conflict with or result in a breach of any provision of any agreement to which the Recipient is a party; (ii) violate any writ, order, judgment, injunction, decree, statute, rule or regulation of any court or governmental authority applicable to such entity or its property or assets. F. Construction, Number, Gender and Captions The Agreements have been executed in the State of California and shall be construed according to the law of said State. Numbers and gender as used therein shall be construed to include that number and/or gender which is appropriate in the context of the text in which either is included. Captions are included therein for the purposes of ease of reading and identification. Neither gender, number nor captions used therein shall be construed to alter the plain meaning of the text in which any or all of them appear. G. Complete Agreement This Agreement, including Appendices, constitutes the full and complete agreement of the parties, superseding and incorporating all prior oral and written agreements relating to the subject matter of this Agreement. All attached Appendices A and B are hereby incorporated and made an integral part of this Agreement by this reference. H. Partial Invalidity If any part of this Agreement is determined to be invalid, illegal or unenforceable, such determination shall not affect the validity, legality or enforceability of any other part of this Agreement and the remaining parts of this Agreement shall be enforced as if such invalid, illegal or unenforceable part were not contained herein. I. Conflicts To the extent that any provision of or requirement of this Agreement may conflict with a provision or requirement of any other agreement between the parties hereto, or between a party hereto and any other party, which is attached to this Agreement as an appendix, the priority of agreements shall be employed to resolve such conflict. In the event of a conflict, the Master Agreement controls the Program Supplement and any further Amendments.

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J.CounterpartsThis Agreement may be executed in one or more counterparts and may include multiple signature pages, all of which shall be deemed to be one instrument. Copies of this Agreement may be used in lieu of the original. K.Governing LawThe Agreement shall be governed by and construed in accordance with the laws of the State of California.IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers.STATE OF CALIFORNIADEPARTMENT OF TRANSPORATIONCAPITOL CORRIDOR JOINT POWERS AUTHORITYBY:______________________________BY:____________________________W. Kyle GradingerChief, Division of Rail and Mass TransportationRobert PadgetteManaging DirectorDATE:______________________________DATE:____________________________APPROVED AS TO FORM AND PROCEDURESTATE OF CALIFORNIADEPARTMENT OF TRANSPORTATIONBY:_____________________________Deputy AttorneyDATE:_____________________________ 05/19/2022
23 May 2022
6/1/2022
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APPENDIX A TIRCP PROGRAM GUIDELINES AND DEPARTMENT DELEGATION 2022 TRANSIT AND INTERCITY RAIL CAPITAL PROGRAM GUIDELINES NOVEMBER 19, 2021

NOVEMBER 19, 2021 2022 TIRCP GUIDELINES

TRANSIT AND INTERCITY RAIL CAPITAL PROGRAM Contents 1Authority and Purpose .................................................................................................................2 2Background ................................................................................................................................2 3Objectives ..................................................................................................................................4 4Pre-Application and Post-Award Technical Assistance.......................................................................4 5Funding .....................................................................................................................................5 6Schedule ....................................................................................................................................5 7Eligible Applicants........................................................................................................................5 8Eligible Projects ...........................................................................................................................6 9Project Applications .....................................................................................................................9 10 Project Evaluation...................................................................................................................... 13 10.1 Primary Evaluation Criteria................................................................................................... 14 10.2 Secondary Evaluation Criteria .............................................................................................. 15 10.3 Benefit to Priority Populations.............................................................................................. 19 11 Project Selection Process ............................................................................................................ 20 12 Programming............................................................................................................................ 22 13 Allocations and Project Delivery................................................................................................... 23 13.1 Letter of No Prejudice ......................................................................................................... 24 13.2 Multiyear Funding Agreement............................................................................................. 25 13.3 Project Delivery Deadline Extensions and Timely Use of Funds.................................................. 25 14Project Reporting ...................................................................................................................... 2615 Project Administration ............................................................................................................... 27 16 Project Expenditures .................................................................................................................. 28 Attachment 1: CCI Funding Guidelines for Administering Agencies .......................................................... 29 Attachment 2: Quantification Methodology and Co-Benefit Assessment Methodology .............................. 31 Attachment 3: Benefit Criteria Tables ................................................................................................. 33 Attachment 4: California Transportation Commission – Transit and Intercity Rail Capital Program Allocation Policy Resolution G-20-61 ........................................................................................................... 34 NOVEMBER 19, 2021 2022 TIRCP GUIDELINES
2 1 Authority and Purpose The Transit and Intercity Rail Capital Program (TIRCP) was created by Senate Bill (SB) 862 (Chapter 36, Statutes of 2014) and modified by SB 9 (Chapter 710, Statutes of 2015), to provide grants from the Greenhouse Gas Reduction Fund (GGRF) to fund transformative capital improvements that will modernize California’s intercity, commuter, and urban rail systems, and bus and ferry transit systems, to significantly reduce emissions of greenhouse gases, vehicle miles traveled, and congestion. The legislation of these bills is codified in Sections 75220 through 75225 of the Public Resources Code (PRC). Assembly Bill (AB) 398 (Chapter 135, Statutes of 2017) extended the Cap-and-Trade Program that supports the TIRCP from 2020 through 2030. SB 1 (Chapter 5, Statutes of 2017) continues to provide a historic funding increase for transportation with funds directed to the TIRCP from the Public Transportation Account for new programming in this cycle. Section 75224 of the PRC requires the California State Transportation Agency (CalSTA) to approve a new five-year Program of Projects not later than April 1 of every even year. The 2022 TIRCP grant cycle will program projects starting with the 2022-23 fiscal year and ending with the 2026-27 fiscal year. The new program cycle will include previously awarded and active Cycle 4 projects that have not been fully allocated by the end of the 2021-22 fiscal year, and new projects from Cycle 5. The GGRF and SB 1 continue to provide substantial funding available to be programed toward new projects in the TIRCP. While funding estimates for the program are considered reasonable as of the date of the guidelines, GGRF funds are subject to impacts from market forces and auction proceeds. These guidelines describe the policy, standards, criteria, and procedures for the development, adoption, evaluation and administration of the TIRCP. The guidelines were developed in consultation with the California Air Resources Board (CARB), the California Transportation Commission (Commission), the Department of Transportation (Caltrans), and the Strategic Growth Council (SGC), and will be further informed by input received through workshops, public comments and written responses. 2 Background AB 32 (Chapter 488, Statutes of 2006), the Global Warming Solutions Act of 2006, AB 32 created a comprehensive program to reduce greenhouse gas emissions in California. AB 32 requires California to reduce greenhouse gas emissions to 1990 levels by 2020, and to maintain and continue reductions beyond 2020. SB 32 (Chapter 249, Statutes of 2016) established a climate goal for California to reduce greenhouse gases to 40 percent below 1990 levels by 2030. The Cap-and-Trade Program, a key element in California’s Climate Change Scoping Plan, implements measure to achieve greenhouse gas reduction goals. It creates a limit on the emissions from sources responsible for 85 percent of California’s greenhouse gas emissions, establishes the price signal needed to drive long-term investment in cleaner fuels and more efficient use of energy, and gives covered entities flexibility to implement the lowest-cost options to reduce greenhouse gas emissions. In 2012, the Legislature passed and Governor Brown signed into law three bills, AB 1532 (Chapter 807, Statutes of 2012), SB 535 (Chapter 830, Statutes of 2012), and SB 1018 (Chapter 39, Statutes of 2012), that established the GGRF to receive the State’s portions of proceeds from the distribution of allowances via auction and provided the framework for how those auction proceeds will be appropriated and expended. Subsequent legislation, AB 1550 (Chapter 369, Statutes of 2016), modified requirements for expenditures from the GGRF relative to disadvantaged communities and low-income communities and households. State law requires that expenditures from the GGRF be used to facilitate the achievement of greenhouse gas emission reductions. In addition, Transit and Intercity Rail Capital Program expenditures must comply with the requirements contained in SB 862 and SB 9, which provide statutory direction for the program.

NOVEMBER 19, 2021 2022 TIRCP GUIDELINES
3 In 2019 and 2020, Governor Newsom signed two executive orders—E.O. N-19-19 and E.O. N-79-20—both of empower CalSTA to leverage discretionary state transportation funds to reduce transportation-related Greenhouse Gas (GHG) emissions and to adapt to climate change. E.O. N-79-20 set a deadline of July 15, 2021 for CalSTA to identify specific near-term actions and investment strategies to combat and prepare for climate change, which resulted in the creation of the Climate Action Plan for Transportation Infrastructure (CAPTI). The Climate Action Plan for Transportation Infrastructure (CAPTI) was developed by CalSTA through a robust stakeholder engagement process and was adopted on July 12, 2021. CAPTI puts forth a set of guiding principles which serve as a framework for state discretionary transportation investment, and also includes a suite of implementation strategies and actions meant to align transportation infrastructure investments with the overall investment framework. TIRCP is closely linked to CAPTI and serves as a means by which to implement the higher-level policy developed in the plan. The TIRCP Guidelines include updates that work to implement actions listed in CAPTI, particularly Actions S2.1, S2.3, and S7.1. Together, these actions help TIRCP support California Integrated Travel Project (Cal-ITP) implementation, support deployment of ZEV fleets, and better support Pro-Housing policies. S2.1 Implement the California Integrated Travel Project (Cal-ITP): Caltrans will provide transit providers an easier and less expensive process to implement contactless payment, benefit eligibility verification, and other services via Cal-ITP. Additionally, Caltrans will work to provide technical assistance and support to small and rural transit operators to implement these features in their service areas. S2.3 Accelerate TIRCP Cycles to Support Transit Recovery with Deployment of ZEV Transit/Rail Fleets and Transit/Rail Network Improvements: In collaboration with CARB, CalSTA will develop a new Clean Fleet and Facilities Network Improvement project category in the TIRCP to provide additional support and funding to transit agencies needing to replace their aging vehicle fleets with ZEVs, while also working with local agencies to improve network efficiency and integration. Additionally, to support economic recovery efforts in the short term, the administration has supported increasing the TIRCP which will enable CalSTA to accelerate the 2022 funding cycle to allow for pursuing this new project category without undermining current investments. Additionally, CalSTA hopes to start guidelines development and the program call for projects earlier than past years and identify additional near-term cash flow that will expand funding opportunities. CalSTA will also offer expanded technical assistance prior to application to support agencies of every size throughout the state. S7.1 Leverage Transportation Investments to Incentivize Infill Housing Production: CalSTA will work to use transportation funding to reduce VMT by incentivizing infill residential development and densities appropriate and feasible for each given community. Building upon the “Pro-Housing” Standard developed by the Department of Housing and Community Development (HCD), competitive funding programs will explore adopting incentives for local policies that tend to support location-efficient and mixed-use housing production, while considering the needs of rural, suburban, and urban jurisdictions and how appropriate policies may differ among those areas. Such local policies may include Housing Element compliance, by-right (nondiscretionary) approval processes for multifamily residential and mixed-use development, zoning to allow for residential and mixed-use developments in non-residential zones, reduced parking requirements for residential development, or expanded density bonuses that exceed state density bonus law, among other local policies. Initially, transportation programs with a statutory linkage or scoring criteria tied to land use NOVEMBER 19, 2021 2022 TIRCP GUIDELINES
4 efficiency or GHG reductions could adopt these incentives as competitive scoring criteria and enhanced guidance to facilitate interjurisdictional coordination between project proponents and local planning departments. Using the “Pro-Housing” Standard as a framework will allow for statewide applicability and ample flexibility in approaches to meet any new criteria More information on CAPTI can be found at: https://calsta.ca.gov/subject-areas/climate-action-plan 3 Objectives The TIRCP was created to fund transformative capital improvements that modernize California’s intercity rail, bus (including feeder buses to intercity rail services, as well as vanpool and micro transit services that are eligible to report as public transit to the Federal Transit Administration), ferry, and rail transit systems (collectively referred to as transit services or systems inclusive of all aforementioned modes unless otherwise specified) to achieve all of the following policy objectives, as codified in Section 75220(a) of the PRC: 1.Reduce emissions of greenhouse gases2. Expand and improve transit service to increase ridership 3. Integrate the rail service of the state’s various rail operations, including integration with the high-speed rail system 4. Improve transit safety Additionally, Section 75221(c) of the PRC codifies a programmatic goal to provide at least 25 percent of available funding to projects that provide a direct, meaningful, and assured benefit to disadvantaged communities, consistent with the objectives of SB 535. AB 1550 provides further requirements related to ensuring investments meet the needs of priority populations, a term used to cover disadvantaged communities, low-income communities and low-income households. Investments made by TIRCP are expected to collectively meet or exceed the requirements in AB 1550. Taken as a whole, the increases in transit system ridership, as well as the reduction in vehicle miles traveled, congestion and greenhouse gas emissions, will help deliver a healthier and safer transportation system. Investments are expected to position the state to lead in the deployment of cutting edge and zero emission technologies, test innovative strategies and new approaches to reducing transportation-related fatalities, provide important new capacity in corridors that support growth in jobs and housing, and to expand multimodal transportation access and options for all Californians across all regions of the state. 4 Pre-Application and Post-Award Technical Assistance Caltrans, in collaboration with CalSTA, will offer expanded technical assistance prior to application to support agencies of every size throughout the state, including assistance in identifying critical elements to documenting increased ridership across the project and network it serves for agencies pursuing zero emission vehicle purchases. The Office of Planning and Operations Support in the Division of Rail and Mass Transit (DRMT) at Caltrans will also provide required ridership modeling assistance for any project benefiting or impacting the intercity rail system. Once awards are publicly announced, DRMT’s Office of Project Development, Management and Delivery will lead implementation and grant management of the selected projects, with assistance from the Office of Planning and Operations Support to ensure alignment of project scope with the project award and the Caltrans Office of Race and Equity to ensure integration of efforts to deliver Priority Population benefits into the approved project scope and programming documents.

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5 5 Funding The TIRCP receives a portion of the Transportation Improvement Fee revenues established by SB 1 and a continuous appropriation of 10 percent from the quarterly Cap-and-Trade auction proceeds deposited in the GGRF, plus any annual budget allocations provided by enacted budget bills. The TIRCP fund estimate, award amount and the adopted program for TIRCP will be based on anticipated revenue through 2026-27 (as specified in the call for projects and subject to update prior to program adoption). Section 75224(d) of the PRC authorizes CalSTA to enter into a multiyear funding agreement with eligible applicants for any duration. CalSTA may use this authority to program funds for a project that would depend on funds received subsequent to the five-year program, primarily intended for projects that have long construction timelines that extend beyond the 2026-27 fiscal year. The goal of such a plan is to allow a project with construction over multiple years to have a commitment of funds programmed over multiple years in order to enter into necessary contracts for construction As provided in statute, CalSTA may revise its approved Program of Projects and/or Program Allocation Plan as necessary, including deletion or delay of projects based on a shortfall of funding or lack of project progress. The Program Allocation Plan will reflect planned multi-year funding amounts for any projects or project elements expected to receive their funding over more than one year, and may be adjusted at any time to address project or program needs and to align allocations with revenues. 6 Schedule 2022 Cycle 5 Draft Guidelines Schedule Discussion Draft Workshop August 12, 2021 Release Draft 2022 Cycle 5 Guidelines September 30, 2021 Guidelines Workshops (Virtual) Workshop 1(focused on large applicants) Nov 2, 2021 Workshop 2(focused on rural and small applicants) Nov 3, 2021 Closing Date for Comments on Draft Guidelines * Nov 10, 2021 CalSTA Publishes 2022 Cycle 5 Guidelines November 19, 2021 Call for Projects November 19, 2021 Optional, time-limited, focused meetings for applicants to discuss project concepts and quantifications (will be scheduled by request. May be in person in various locations or virtual.) December 9-15, 2021Second round of optional, time-limited, focused meetings (will be scheduled by request. May be in person in various locations or virtual.) January 20-26, 2022 Project Applications Due March 3, 2022 CalSTA Award Announcement June 2022 *Comments can be submitted to: [email protected] 7 Eligible Applicants Eligible applicants must be public agencies, including joint powers agencies, that operate or have planning responsibility for existing or planned regularly scheduled intercity or commuter passenger rail service (and associated feeder bus service to intercity rail services), urban rail transit service, or bus or ferry transit service (including commuter bus, vanpool, and micro transit services). Public agencies include local NOVEMBER 19, 2021 2022 TIRCP GUIDELINES
6 municipalities that operate transit service, construction authorities, transportation authorities, and other similar public entities created by statute. An applicant assumes responsibility and accountability for the use and expenditure of allocated funds. Applicants must comply with all relevant federal and state laws, regulations, policies, and procedures. Private companies may partner with eligible applicants to propose and deliver projects. 8 Eligible Projects Eligible applicants may submit project applications individually or as part of a joint application. In order to be eligible for funding under this program, a project must demonstrate that it will achieve a reduction in greenhouse gas emissions using the CARB quantification methodology. As codified in Section 75221(a) of the PRC, projects eligible for funding under the program include, but are not limited to, the following: 1. Rail capital projects, including intercity rail, commuter rail, light rail, and other fixed guideway projects. Additionally, the acquisition of rail cars and locomotives, and the facilities to support them, that expand, enhance, and/or improve existing rail systems and connectivity to existing and future transit systems, including the high-speed rail system. 2. Intercity, commuter, and urban rail projects that increase service levels, improve reliability, or decrease travel times, infrastructure access payments to host railroads in lieu of capital investments, efforts to improve existing rail service effectiveness with a focus on improved operating agreements, schedules, and minor capital investments that are expected to generate increased ridership, as well as larger scale projects designed to achieve significantly larger benefits. 3. Rail, bus, and ferry integration implementation, including: a. integrated ticketing and scheduling systems and related software/hardware capital investments (including, but not limited to, integration with bus or ferry operators and the use of contactless payment and General Transit Feed Specification (GTFS) implementation through Cal-ITP) b. projects enabling or enhancing shared-use corridors (both multi-operator passenger only corridors as well as passenger-freight corridors) c. related planning efforts focused on, but not limited to, delivery of integrated service not requiring major capital investment d. other multimodal and service integration initiatives 4. Bus rapid transit and other bus and ferry transit investments (including autonomous fixed guideway, vanpool, and micro transit services operated as public transit and first-/last-mile solutions), and to increase ridership and reduce greenhouse gas emissions. This includes large scale deployment of zero emission vehicles and the technologies to support them, and capital investments as a component implementing transit effectiveness studies that will contribute to restructured and enhanced service. CalSTA intends to fund a small number of transformative projects that will significantly reduce vehicle miles traveled, congestion, and greenhouse gas emissions by: (1) creating a new transit system (2) increasing the capacity of an existing transit system, or (3) otherwise significantly increasing the ridership of a transit system. Significant change will be measured both in percentage terms (percent increase compared to the existing system or corridor) and in total quantity terms (increase in number of riders and passenger miles per day). Benefits from the proposed project may accrue from ridership generated on more than one transit system or corridor due to integration, and such benefits may be counted as long as the connected system or corridor has sufficient capacity to carry the increased passenger demand. Projects related to mitigating the impacts on freight rail services that are caused by growth in passenger rail may also be eligible for TIRCP funding even if they are not directly on the passenger rail corridor. However, they should be included in an application for a project that increases passenger rail ridership. The awarded projects may include, for example, both lower-cost projects focused on integration, reliability NOVEMBER 19, 2021 2022 TIRCP GUIDELINES
7 and enhancement of service, and higher-cost capital expansion projects. In addition, CalSTA seeks projects that link housing with key destinations and that improve accessibility to economic opportunities. CalSTA may also make some funding available for demonstration projects that are smaller-scale efforts with great potential to be expanded. Projects may include new approaches to attracting increased ridership such as smart phone mobile ticketing, contactless payment, or other software and hardware solutions to reduce ticketing transaction costs, or a test of a concept related to integrated ticketing, as well as intercity rail/transit effectiveness or operational planning as a component of the capital investments in improved, expanded and/or restructured service designed to cost-effectively increase ridership. Research, development and testing of emerging technologies are eligible components of project applications. Clean fleet, facility and network improvement projects that support agencies replacing aging vehicle fleets with Zero Emission Vehicles (ZEVs), and associated fueling or charging infrastructure or facility modifications, may also be eligible for TIRCP funding even if not increasing the number of vehicles in the transit agency fleet. Such projects will generally qualify through various efforts that (1) improve network efficiency with transit priority investments that allow savings in vehicle hours operated to be redeployed into increased service on the same or other routes, (2) implement improvements to payments systems that are designed to increase ridership, including implementation of contactless open payment, traveler information through GTFS-Real Time (GTFS-RT), and other services available through Cal-ITP, and/or (3) improve integration with other corridors and/or operators through service restructuring designed to increase network ridership. Smaller and/or rural agencies that may have difficulty transitioning to electrified fleets without additional support are encouraged to apply and seek technical assistance during the consultation periods highlighted in the project schedule, recognizing that many such agencies have not previously applied to the program. ZEV leases are eligible for TIRCP funding, but benefits modeled must match the duration of the lease. Addressing the integration of rail and transit referenced in the TIRCP objectives and described in the eligible projects will require attention to network integration amongst rail and transit services. Improving integration will improve connectivity and the seamlessness of the travel experience for users by eliminating points of friction during a public transportation journey, and as a result increase ridership across multiple corridors and/or systems. These points of friction come in many forms, including but not limited to a lack of universal GTFS trip-planning information, poor service design and uncoordinated schedules, incompatible fare and ticketing policies and systems between agencies, and unsafe and inconvenient physical connections between modes. Examples of types of network integration projects include: Contactless open payment systems and real-time traveler information through GTFS to improve system integration and rider connectivity Coordinated schedule and timetable planning between agencies to reduce transfer wait times and improve the seamlessness of the travel experience, and the capital projects necessary to improve such coordination and operations; Integrated station design to accommodate existing and planned services and their service expansions, and capital projects necessary to invest in hubs at such stations; Planning to determine opportunities to co-locate maintenance and yard facilities, as needed, and capital projects to invest in such facilities; Service and infrastructure needs analysis to determine the feasibility of new or expanded systems that better integrate service, and the capital investment necessary to implement such services; Station area and transit facility improvements to facilitate better land uses and access by active or shared mobility modes, as well as to enhance customer safety and comfort. Network integration and system development planning can be components in the application with their own scope, schedule and budget, but they must relate to the overall capital project being proposed (including identifying ways to improve the benefits realized by the project upon implementation or through NOVEMBER 19, 2021 2022 TIRCP GUIDELINES
8 identifying additional capital investments that could be funded in later phases to enhance network and system benefits). Where relevant, it should demonstrate support of the integration demonstrated in the vision laid out in the 2018 California State Rail Plan. CalSTA may elect to include network integration technical assistance and/or additional funding as part of a TIRCP award if it is determined that there is a need not adequately addressed by the applicant, especially if integration can be improved with regards to adjacent state-funded capital projects or state-funded rail operations. CalSTA and Caltrans may provide technical assistance to ensure that TIRCP program and statewide goals and priorities are being addressed through the work. Applicants may apply for multiple projects in a cycle. However, an applicant submitting multiple project applications must clearly prioritize its project applications. Applicants are also encouraged to identify phases or priorities within each project application, if applicable, so that available resources may be awarded to a phase or priority if the full project cannot be funded. Many applicants have found it more helpful to submit a single application that describes a programmatic set of inter-related projects rather than submitting multiple applications. Phasing and priority-setting within such a programmatic application can then be clearly identified, but the narrative describing the goals and outcomes can be shared. Applicants submitting a high-dollar, single application with no scalability or separable project elements may increase the risk of having an uncompetitive project application. At the same time, applicants are advised to submit projects that are scalable where practical. In the event that available program resources expand or contract prior to the completion of the programming cycle, CalSTA may revise the funding available for the programming cycle. There is not a set limit on the amount of funding that a project can be awarded, but geographic equity requirements for the program plays a practical role in limiting the amount a given applicant and project could expect. Geographic equity is considered within each cycle of funding, as well as with consideration given to the degree to which the geography in question has been underrepresented in past cycles. While there is no minimum match requirement for this funding source, funding leverage is desirable and will be considered in the evaluation of expected project benefits. In particular, emphasis will be placed on projects that: Leverage funding from other GGRF programs such as Caltrans’ Low Carbon Transit Operations Program, the SGC’s Affordable Housing and Sustainable Communities and Transformative Climate Communities Programs, or CARB’s Low Carbon Transportation funding program (including the Hybrid and Zero-Emission Truck and Bus Voucher Program (HVIP)) Leverage funding from SB1 sources (including formula program sources) Leverage funding from other federal, state, local, regional, or private sources (including potential local transportation funding measures, as further detailed in Section 12) Consideration will be given as to those sources that are discretionary (including competitive and noncompetitive funding sources) compared to those that are non-discretionary. A recipient of money under the program may combine funding from the program with other state funding (if allowed), including, but not limited to, the State Transportation Improvement Program, the Low Carbon Transit Operations Program, clean vehicle programs, and state transportation bond funds. If a project is awarded funds, all funds identified as committed to the project may be required as a funding match at the time of project selection and, based on the matching percentage identified at the time of selection, a pro-rata reimbursement agreement (or other suitable agreement) may be established to ensure project savings are returned proportionally. Project completion savings are returned proportionally except when an agency has committed additional funds to the project to fund a cost increase. In such instances, savings at project completion may be returned to other fund types first, until proportions match those at programming. If capital assets are removed from service before the end of their useful life, pro-rata repayment of grant funds may be required. Redeployment of capital assets to achieve similar, or greater, benefits more effectively may be permitted, NOVEMBER 19, 2021 2022 TIRCP GUIDELINES
9 but must be documented (with documentation including a detailed justification of the requested redeployment) by the grantee and approved in advance by CalSTA. For example, once a project is operational, and after monitoring service performance and determining that it was not performing as expected, redeploying bus service to achieve greater greenhouse gas reductions or better serve priority populations based on current needs may be permitted. If an implementing agency receives funding for a project that is to be completed with other funds (for example, a project which receives funds for plans, specifications, and estimates from the TIRCP but which will receive local measure funding for construction), that agency is required to complete the project as proposed. If the project is not completed and put into service as awarded, the agency may be required to fully or partially repay funds from the TIRCP commensurate with the failure to complete the project and deliver anticipated reductions in greenhouse gas emissions. If a project application was only partially awarded in a previous cycle, applicants may request additional funds for the unawarded components in a future funding cycle. However, applicants may not request additional funds for the same previously awarded project components based on cost escalation or loss of a matching funding source. Such projects may reapply in a future cycle with a revised financial plan, but are subject to new ratings relevant to the current application cycle, and may or may not succeed in receiving a funding award. Prior to the project application due date, CalSTA invites interested eligible applicants to optional meetings (as outlined in the calendar section of the document) to discuss proposed project concepts and quantifications, in order to clarify program requirements. 9 Project Applications Applications must be submitted in accordance with the Call for Projects. Applications will be treated in accordance with Public Records Act requirements and certain information, subject to those requirements, may be publicly disclosed. Each project application must include a signed cover letter, with signature authorizing and approving the application. The project application shall include: 1. Project title, which should be a brief non-technical description of the project type, scope, and location. 2. Project priority (if agency is submitting multiple applications). Explain the prioritization, including any state, regional or local planning efforts that support the ranking. 3. Project purpose and need. 4. Project scope. 5. Project Location – provide a map for each of the following: A. Project location denoting the project site. Provide a KML file for the project with the transit route/project location represented by lines and stops represented by points as applicable. Project location denoting disadvantaged communities, low-income communities, and/or low-income households that will benefit from the project (Attachment 1, CCI Funding Guidelines). B.Greenhouse gas reducing features such as project components that improve air quality and reduce greenhouse gas emissions along a specific corridor, surrounding land use density, housing and employment centers, transit- oriented development/sustainable communities strategy projects, active transportation infrastructure and other features, to the extent available. If available, consider including the following information on maps related to the project, as these will help in evaluating many of the secondary evaluation criteria: • Land use diversity/mix of land uses specified on the map NOVEMBER 19, 2021 2022 TIRCP GUIDELINES
10 • In addition to showing where housing exists, provide information on housing density and planned/zoned/permitted/etc. housing density; • In addition to illustrating existing employment centers, provide information on employment density, mix of employment types, and planned future employment land uses. • Current neighborhood walkability (e.g., see Affordable Housing and Sustainable Communities Program (AHSC) guidelines for sources of walkability data); • Planned and existing active transportation infrastructure (what currently exists, what is planned, and what would be funded by the project) 6.Project costs.Documentation of the basis for the costs, benefits and schedules must be cited in the project application and additional detail made available upon request. The application should identify: A.Cost estimates escalated to the year of proposed delivery. Only cost estimates approved by the Chief Executive Officer or other authorized officer of the implementing agency should be used. B.The amount and source of funds committed to the project (including funding for initial operating costs). A funding commitment is defined in Section 12 of this document. C.The amount of TIRCP funds requested. TIRCP funds cannot be used to supplant other committed funds. D. If applying for Network Integration as a separate component, please specifically indicate the costs. 7. Project schedule including benefits reporting, the project’s current status and the completion dates of all major delivery milestones. 8. Project benefits: A. A clear demonstration of the expected GHG reduction benefits, other co-benefits, and the proposed metrics for tracking and reporting on those benefits consistent with the CARB’s Funding Guidelines, as described in Attachments 1-3. B.The description of project benefits that address all Primary and Secondary Evaluation Criteria listed below under Project Selection Process (Section 10), indicating that a category is not applicable, or no benefits are expected when that is the case. C.An estimate of the useful life of the project for the dominant project asset type (can be separated by project category or phase if elements of the project have independent utility and could be separately funded or placed in service). D. When investment of TIRCP is proposed to improve private infrastructure, an assessment of public and private benefits to show that the share of public benefit is commensurate with the share of public funding. E.If a project will be applying for funding from other greenhouse gas reduction programs (such as Caltrans’ Low Carbon Transit Operations Program, the SGC’s Affordable Housing and Sustainable Communities Program or the CARB’s Low Carbon Transportation funding program (including HVIP)) or from the Commission’s Active Transportation or other program, an indication if there are separable elements that will be funded from those other sources and the applicant must clearly explain any change to the benefits of the project if the funding from that source is not awarded to the project. F. Identify and include as an attachment all studies or planning documents relevant to the proposed project. G. If applying for Network Integration, specifically indicate the benefits and how the network integration work will enhance the overall project benefits. H. A discussion of the proposed project’s impact, both favorable and unfavorable, on other transit services and projects planned or underway within the corridor, including intercity rail, transit or high-speed rail services in a parallel or connecting corridor. Impacted plans should be clearly NOVEMBER 19, 2021 2022 TIRCP GUIDELINES
11 identified, and corresponding planning documents should be included as an attachment. If ridership of the other services is expected to be positively or negatively impacted by the proposed project, evidence of how the other services are to be impacted should be included in the application, including evidence of coordination with the other service providers and an estimate of multi-operator impacts where available. Project impacts that increase ridership on other services through increased transfers of passengers may be reflected in the quantification of GHG benefits only if the project also documents the ability of the connected corridor to provide capacity sufficient to accommodate the riders. If additional service must be operated by the adjoining operator, the operation of such service must be included in the calculation of emissions related to the project. If an agency recognizes value in additional efforts to integrate services with other transportation providers or enhance station access (including by active transportation) during the post-award period (and prior to the beginning of service resulting from the project), a specific task and budget for the proposed activities should be included in the project application. During application review, if additional efforts are evaluated as necessary in order to successfully address integration with other projects, systems or corridors, CalSTA may propose an additional task and assign additional funding to pursue such integration above and beyond what is requested in the project application, with the scope agreed to during development of the agreements necessary to allocate funding to the selected project. Projects expecting to have the impacts described in this section are strongly encouraged to make use of the optional pre-application technical assistance meetings described in Section 4 and on the schedule on Section 5. 9. If applicable, an explanation of how some or all of the project provides direct, meaningful, and assured benefits to a disadvantaged community, low income communities or low-income households as defined by SB 535 and AB 1550, including reducing administrative burdens – particularly those associated with eligibility verification across services. Identify a need of that community, including how the need was established to identify the portion of the project, if any, that is located within a disadvantaged community or low-income community and that addresses the need (see Section 10.3 and Attachment 1). A. If an agency plans to engage in additional efforts to consult with disadvantaged or low-income stakeholders during the post-award period (and prior to the beginning of service resulting from the project), a specific task and budget for the proposed activities should be included in the project application. Such efforts may include plans for service implementation of the specific project, addressing station access issues specific to the stakeholders, as well as developing proposals for service changes and capital investments that may be funded through future capital or operating funds or through project cost savings. Activities that address community engagement may include, but are not limited to, public workshops/meetings, door-to-door canvassing, house meetings, established website and/or social media efforts, surveys, focus groups, subcontracts with community-based organizations to conduct outreach, allocation of staff or contractor positions focused on community engagement, and advisory bodies or other shared decision-making bodies. B.The general scope of the proposed effort should be submitted in draft form, but revision and development of additional detail prior to allocation of TIRCP funding for these activities may be requested by CalSTA in order to increase the benefits of the effort. During application review, if additional efforts are seen as necessary in order to successfully address the needs of disadvantaged or low income stakeholders, CalSTA may propose an additional task and potentially assign additional funding to pursue such consultations above and beyond what is requested in the project application, with the scope agreed to during development of the agreements necessary to implement the selected project. 10. If applicable, an explanation of how the project will provide employment and workforce development and training benefits to the community, particularly to priority populations. This explanation should be accompanied by a Community Workforce Agreement, Project NOVEMBER 19, 2021 2022 TIRCP GUIDELINES
12 Labor Agreement, or some other agreement made between the applying agency and unions, community-based organizations, or other partners. If such activities are being conducted as part of the project, budget and scope elements should reflect the level of effort anticipated. 11. Address the ability to gather and analyze new datasets for public use and benefit as an outcome of the project. 12.Description of funding sources and approach to ensuring ongoing operating and maintenance costs of the project are funded through the useful life of the project (as applicable). 13.Description of how the project will assist in meeting the California Minimum GTFS Guidelines, and address any identified assessment deficiencies, if applicable. The guidelines may be found at: https://dot.ca.gov/cal-itp/california-minimum-general-transit-feed-specification-gtfs-guidelines. 14. Each application must include an Electronic Project Programming Request (ePPR) Form that can be generated at https://calsmart.dot.ca.gov and choosing ‘Other’ funds option on the general information page. A users guide for generating the ePPR can be found at: https://dot.ca.gov/-/media/dot-media/programs/financial-programming/documents/eppr-instructions-v101-a11y.pdf For further helps with ePPRs, please email: [email protected]. A. Each Project Programming Request must list Federal, State, and local funding categories by fiscal year. All applicants must demonstrate the ability to absorb any cost overruns and deliver the proposed project with no additional funding from this program beyond that provided in initial grant or cooperative agreement, and to fund initial operating costs. If the project is a scope addition to a project programmed in an earlier TIRCP cycle the revised PPR must not show supplanting of previously committed non-TIRCP funds. B.An eligible applicant may submit an application to fund a project over multiple fiscal years. The cost of each project component must be listed in the state fiscal year in which the particular project component needs to receive a Commission TIRCP allocation. For environmental studies and permits, costs should be listed in the fiscal year during which environmental studies will begin. Costs for the preparation of plans, specifications and estimates should be listed in the fiscal year during which this work will begin. Right of way costs should be listed in the fiscal year(s) during which each right of way acquisition (including utility relocation) contract will first be executed. Construction costs should be programmed in the fiscal year during which each construction contract needs to receive a Commission TIRCP allocation to be advertised, and if an agency can receive TIRCP construction reimbursements over multiple fiscal years to fund a contract of extended duration, the application should list the amounts by fiscal year over which construction funding is required to meet expected contract requirements. C.If a project is expected to require multiple contracts for any stage of project development (often the case for multi-component projects), each contract should be listed separately with its respective funding requirements (to the extent known at the time of application), so that Commission TIRCP allocations may be sought in the programming year close to the specific contract need and funding allocations are put to timely use. If not known at the time of application, this information will be sought prior to Commission allocation so that the project and its various components can be properly programmed in the CalSTA Program Allocation Plan. D. Applicants are encouraged to submit a narrative explanation or supplement to the PPR to reflect the proposed contracting approach and describing the ability of the project to receive funds on alternative allocation schedules. If a project has a special cash flow consideration that would benefit from TIRCP funds being available at a particular time, please describe this NOVEMBER 19, 2021 2022 TIRCP GUIDELINES
13 in the application. E.Applicant must disclose if they’re an FTA federal grantee or not, and are encouraged to include any FTA funding used as match if they are. F. Finally, if a project is only requesting funds for a particular phase of the proposed project, such as a construction contract expected to be awarded in a specific year of the program, identify the prior phases and the funding associated with them. 15.Letters of support for project implementation, including letters from:A. Project partners essential to project implementation, such as host railroads or facility owners. If TIRCP funds are to be used at a later stage of project implementation (such as construction), and an agency is able to commit to delivering the project goals with no additional TIRCP funding (supplementing, if necessary, from non-TIRCP sources), letters of support may indicate overall support for the project as described in the application and willingness to engage in best efforts to achieve a formal agreement for the construction elements of the project that will still require a future stakeholder agreement. Commission allocation of awarded TIRCP funding for such future construction will be conditioned on such agreements being finalized and the project being implemented in a manner consistent with the original application. B.A Metropolitan Planning Organization (MPO), indicating that the project is consistent with an adopted Sustainable Communities Strategy, or in non-MPO regions, a regional plan to reduce GHG emissions and/or vehicle miles travelled (VMT). (It is not necessary to establish project eligibility for an MPO to indicate its specific support for the project.) C.Regional agency or agencies. D. Members of the community, including representatives of impacted disadvantaged or low- income communities. Letters from community organizations stating their recognition of benefits from the project are encouraged. E.Additional stakeholders relevant to the proposed project. 16.Description of project elements that are separable or scalable based on available funding, if applicable, while still maintaining independent utility. For example, if an application is for improving services on three routes, each route may be separately described and prioritized so that the highest-priority portion of the application could be funded if resources are not sufficient for full project funding. If some or all of the project is already programmed using state or federal funds, the application must clearly explain if and how the scope of the project has changed since the most recent state or federal programming action, including an explanation of any differences in assumed federal funding level compared to the most recent Capital Investment Grant report or summary (if applicable). If the project is not scalable or separable, the applicant should provide background detailing why it is not practical for it to be phased or scaled. Documentation of the basis for the costs, benefits, and schedules must be included in the project application and additional detail made available upon request. CalSTA will post basic project application information from all applications on its website prior to awarding funding. After projects are selected, CalSTA will post the status of all project applications to its website. CalSTA encourages project applicants to carefully consider how to track the status and benefits of the proposed project, including having project budgets that allow for an appropriate level of before and after data collection and analysis (e.g., greenhouse gas reductions, diesel particulate matter reductions, increased transit service for disadvantaged community residents, etc.). This tracking could take the form of customer surveys made before and after the proposed project, specific data analysis before and after the project, or other efforts. Since this is an ongoing funding program of the state, developing lessons learned and good supporting data are critical to future program effectiveness. 10 Project Evaluation NOVEMBER 19, 2021 2022 TIRCP GUIDELINES
14 Applications will receive an initial screening for completeness and eligibility. Incomplete or ineligible applications will not be evaluated. 10.1 Primary Evaluation Criteria Projects will be selected through a competitive process. The primary evaluation will be based on how well a project meets the objectives of the program, as further expanded upon by the grant evaluation considerations in statute: 1. Reduce greenhouse gas (GHG) emissions. CARB has developed a quantification methodology for estimating greenhouse gas reductions that may occur as a result of project implementation (see Attachment 2). The inputs and assumptions behind these calculations must be thoroughly documented as part of the application. Applicants should present project elements that are scalable or separable in a manner that allows the greenhouse gas emission reductions of each element to be understood. Total cost per metric ton of carbon dioxide equivalents (MTCO2e) reduction and Transit and Intercity Capital Program funding per MTCO2e reduction will be primary elements of the evaluation for project selection. Applicants must quantify greenhouse gas reductions (see Attachment 2) and submit reporting information in accordance with the CARB’s Funding Guidelines (see Attachment 1). Highly rated projects will exhibit a low cost per ton of MTCO2e reduction and will have strong documentation of the ridership and passenger mile impacts of the project. 2. Increase ridership through expanded and improved rail and transit service (including connectivity to rail services through expanded and improved transit and/or feeder bus services, or by improving the rider experience through universal GTFS travel information and contactless open payments (such as through Cal-ITP)). Expanding service and improved connectivity includes construction of new rail and transit infrastructure and facilities. Documentation of the assumptions and approach to estimating ridership changes is a critical component of evaluating greenhouse gas emission reductions. Highly rated projects will have significant ridership impacts relative to the project cost and well documented methodologies for establishing ridership forecasts. Projects must document the degree to which ridership growth expected over the life of the project is supported by housing policies that will support such growth, including evidence of compliance with state-required housing plans (such as an Adopted Housing Element), and may include a designation of the community as Prohousing, as determined by the Department of Housing and Community Development’s Prohousing Designation Program. If multiple operators benefit from or are impacted by a project, highly rated projects will document specific ridership results specific to each operator, including any reductions impacting other operators. Recognizing that transit-supportive land use decisions are a key influencing factor of ridership, projects may capture additional ridership from entitled housing projects within a half mile of transit stations that are expected to be delivered within required project outcome reporting period, even if such delivery is following project completion. Investments in traveler information and payment systems that are part of the application should also be evaluated for their impact on project-level and/or system-wide ridership. 3. Integrate the services of the state’s various rail and transit operations, including integration with the high-speed rail system, and the associated integration of services between agencies to support network-wide connectivity. Improving integration will improve connectivity and the seamlessness of the travel experience for users by eliminating points of friction during a public transportation journey. Highly rated projects will identify and address through service design and/or capital project design the opportunities to integrate services across multiple systems or corridors, where possible. 4. Improve safety. Projects that include specific measures to address safety for users or non-users of the transit or rail service should specifically note such project elements and the NOVEMBER 19, 2021 2022 TIRCP GUIDELINES
15 funding related to them. If the specific nature of safety-related projects components is still being determined in collaboration with local agencies and input from communities, applicants may discuss the broad location and types of investments being planned. Such improvements may include grade separations, improved crossing protection at railroad crossings, or elements in transit stations that reduce the likelihood of pedestrian fatalities and injuries, among other safety elements. Such safety elements may also include elements that increase the safety of disadvantaged and/or vulnerable populations, including safer circulation for the elderly, mobility impaired, very young, and the vision impaired. Highly rated projects will have significant project element related to safety and will not leave major safety considerations unaddressed. 10.2 Secondary Evaluation Criteria Projects will also be evaluated based on the following criteria: 1. If/how much projects contribute to the implementation of sustainable communities strategies and the reduction of vehicle miles traveled and GHGs that may not be quantitatively captured in CARB’s Quantification Methodology (QM), discussed in Section 10.1.1. A. Reducing vehicles miles traveled from automobiles and the number of automobile trips beyond what will be achievable via transit ridership as captured in the QM and conveyed per #1 and #2 of the Primary Evaluation Criteria. B. Coordinating with local governments to facilitate the location of additional employment and/or housing in the transit stop or station area (e.g., within ½-mile of the transit station or stop that will be affected by the project and the resulting low-carbon impact of such location efficiency on statewide GHG emissions relative to the status quo). This can be accomplished by using project funding to make station areas and neighborhoods walkable, bikeable, and well-integrated with existing or planned shared mobility and transit services. Evidence that will support this co-benefit will include: • Documentation showing the siting of projects with rail stations and major transit centers located within ½ mile of existing or planned future housing with densities that correlate with higher transit use and lower VMT per household. • Documentation showing alignment with state housing policies and goals that seek to increase access, reduce transportation costs, improve equity, and overcome the statewide housing crisis. Applicants can demonstrate alignment in one of two ways: (a) The project will serve a community within ½ mile of a transit station or stop that has received a positive Prohousing Designation Program score, certified by the Department of Housing and Community Development, for one or more of the following Prohousing Policies: • Policies that promote development consistent with the state planning priorities pursuant to Government Code section 65041.1 (25 CCR 6606 [C][2]). • Density bonus programs which exceed statutory requirements by 10 percent or more (Sec. 6606[b][1][D]). • Increasing allowable density in low-density, single-family, residential areas beyond the requirements of state Accessory Dwelling Unit law (e.g., permitting more than one ADU or JADU per single-family lot) (25 CCR 6606 [b][1][E]).

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16 • Documented practice of streamlining housing development at the project level, such as by enabling a by-right approval process or by utilizing statutory and categorical exemptions as authorized by applicable law (Pub. Resources Code, §§ 21155.1, 21155.4, 21159.24, 21159.25; Gov. Code, § 65457; Cal Code Regs., tit. 14, §§ 15303, 15332; Pub. Resources Code, §§ 21094.5, 21099, 21155.2, 21159.28). (25 CCR 6606[b][2][C]). • Zoning to allow for residential or mixed uses in one or more non-residential zones (e.g., commercial, light industrial) (25 CCR 6606 [b][1][G]). • Reducing or eliminating parking requirements for residential development as authorized by Government Code section 65852.2; adopting vehicular parking ratios that are less than the relevant ratio thresholds at subparagraphs (A), (B), and (C) of Government Code section 65915, subdivision (p)(1); or adopting maximum parking requirements at or less than ratios pursuant to Government Code section 65915, subdivision (p). (25 CCR 6606[b][1][F]). • Measures that reduce costs for transportation-related infrastructure or programs that encourage active modes of transportation or other alternatives to automobiles. Qualifying policies include, but are not limited to, publicly funded programs to expand sidewalks or protect bike/micro-mobility lanes; creation of on-street parking for bikes; transit-related improvements; or establishment of carshare programs. (25 CCR 6606[b][3][E]). • Modification of development standards and other applicable zoning provisions to promote greater development intensity. Potential areas of focus include floor area ratio; height limits; minimum lot or unit sizes; setbacks; and allowable dwelling units per acre (25 CCR 6606[b][1][H] • Rezoning and other policies that support high-density development in Location Efficient Communities. (25 CCR 6606[c][5]). • Permitting missing middle housing uses (e.g., duplexes, triplexes, and fourplexes) by right in existing low-density, single-family residential zones (25 CCR 6606[b][1][B]). • Establishment of a Workforce Housing Opportunity Zone, as defined in Government Code section 65620, or a housing sustainability district, as defined in Government Code section 66200 (25 CCR 6606[b][1][I]) • Policies that go beyond state law requirements in reducing displacement of lower income households and conserving existing housing stock that is affordable to lower income households. (25 CCR 6606[c][4]). • Policy that represents one element of a unified, multifaceted strategy to promote multiple planning objectives, such as efficient land use, access to public transportation, affordable housing, climate change solutions, and/or hazard mitigation (25 CCR NOVEMBER 19, 2021 2022 TIRCP GUIDELINES
17 6606[c][1]). • Establishment of pre-approved or prototype plans for missing middle housing types (e.g., duplexes, triplexes, and fourplexes) in low-density, single-family residential areas (25 CCR 6606[b][3][G]). • Adoption of ordinances or implementation of other mechanisms that result in less restrictive requirements than Government Code sections 65852.2 and 65852.22 to reduce barriers for property owners to create ADUs/JADUs. Examples of qualifying policies include, but are not limited to, Development standards improvements, dedicated ADU/JADU staff, technical assistance programs, and pre-approved ADU/JADU design packages (25 CCR 6606[b][3][B]). • Priority permit processing or reduced plan check times for ADUs/JADUs, multifamily housing, or homes affordable to lower- or moderate-income households (25 CCR 6606[b][2][I]). (b)The applicant engages in affordable, residential transit-oriented development on land owned or leased by the transit agency, or in conjunction with another public agency or private investor making such investments within ½ mile of one or more stations or stops served by the project. To be considered “affordable,” the development must have at least 20% of units reserved for residents with 60% or less AMI. To be “transit- oriented” the housing must be within ½ mile of a transit station or stop and have a density of at least 20 dwelling units per acre. Special consideration may be given to projects which convert surface parking facilities into housing and or job centers, if they are located within ½ mile of a transit stop. C. Expanding existing rail and public transit systems, to the extent not already captured in the project being applied for. Specific items that could be covered here include the expected strengthening of the existing system in a manner that will allow future investments in expansion to be considered, or the extent to which additional service may be operated due to the ridership growth achieved throughout the system due to the project, even if the specific location of the needed service increase is not yet identified. The contribution of the project to the acceleration of later phases of rail and transit projects in the region or service area may also be included in this category D. Enhancing the connectivity, integration, and coordination of the state’s various transit systems, including, but not limited to, regional and local transit systems and the high- speed rail system. This category should be utilized in particular if there are not specific capital investments or planning efforts called out in the project budget that invest in integration, but these benefits are still a co-benefit of the project, such as through contactless open payments or GTFS-RT traveler information systems. This category can also address integration across other modes of transportation, such as connections at/to: airports, bus terminals, ferry terminals, rail stations, active transportation infrastructure and networks, and other shared mobility options (e.g. bikeshare, scooter-share, carshare) that help transit users overcome potential first- and last-mile barriers to transit use. E. Investing in clean vehicle technology, including efforts that will accelerate the adoption of such technology or provide valuable research or demonstration of such technology. When buses will be funded as a part of this project, special consideration will be given to zero emission bus technology.

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18 F. Promoting active transportation, by investing in infrastructure, amenities, education and outreach, etc. that will increase the proportion of trips accomplished by biking and walking. This includes efforts and investments to increase the safety and mobility of bicyclists and pedestrians. Examples of how this can be accomplished includes (but is not limited to) the following: • Bike parking/storage at transit stations and stops • Open payment systems integrated with transit • Bike lanes and sidewalks to make station areas accessible via active transportation • Traffic calming elements are transit stations to make walking and biking a safer and more pleasant experience G. Improving public health, with particular emphasis on elements benefiting the most impacted and disadvantaged communities, low-income communities, and/or low- income households. This category should include any air quality impacts of the project not included in the reduction of greenhouse gas emissions, including health benefits from improved regional air quality resulting from the project. The air pollution reductions for this item should be documented using CARB’s co-benefit assessment methodologies. 2. Benefit to priority populations. The applicant must evaluate the criteria detailed by CARB (see Attachment 1) and complete the CARB benefit criteria table, to determine whether the project meets criteria for providing direct, meaningful, and assured benefits to a disadvantaged community, low-income community, and/or low- income households and address a community need pursuant the CARB’s Funding Guidelines, and specifically document the manner in which all or part of the project does so. Projects that will be used by residents of disadvantaged communities, low-income communities, and/or low-income households should document the nature of such use and its degree of relevance to disadvantaged community, low-income community, and/or low-income household residents in the service areas of the operators benefiting from the project. A. Project applicants should be explicit on the deliberate steps they take to achieve a meaningful level of participation from disadvantaged communities, low-income communities, and/or low- income households in the planning and design of projects that are intended to address community identified priorities and needs. B. As detailed in the CARB Funding Guidelines, Attachment 1, benefits to priority populations can also be demonstrated through community workforce agreements or labor agreements with unions, community-based organizations (CBOs), or other partners. The following are examples from around California that provide more background and context for applicants: • For transit infrastructure, Community Workforce Agreements (CWAs) are commonly used in California cities where local elected officials see them as a mechanism to maximize the economic benefits of development projects and create jobs for local residents. • For transit system expansion, the state’s larger transit agencies (e.g., Los Angeles County Metro, BART, SFMTA, and AC Transit) regularly establish Project Labor Agreements (PLAs) for large construction projects. • CWAs and PLAs set standards for wages and expand training opportunities for workers, because they include use of the state-certified apprenticeship system and contributions to apprenticeship training trust funds for every hour worked. Some agencies that require PLAs for major subsidized housing developments and transit system expansion projects include targets for local hiring (turning the PLA into a Community Workforce Agreement, or CWA), set goals for apprenticeship utilization, and codify goals for participation of disadvantaged workers to expand access to women and other workers underrepresented in the construction trades.

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19 3. The project priorities developed through the collaboration of two or more rail operators and any memoranda of understanding between state agencies (including intercity rail joint powers authorities) and local or regional rail operators. 4. Geographic equity, with particular attention by applicants in identifying efforts to address underserved communities within an applicant’s region or service area. The Transportation Agency will separately apply geographic equity considerations at a statewide level. 5. Consistency with a plan or strategy contained in an adopted Sustainable Communities Strategy, as confirmed by the Metropolitan Planning Organization (MPO), or, in non-MPO regions, a regional plan that includes policies and programs to reduce greenhouse gas emissions. Especially in the case of large capital projects, inclusion in an applicable financially constrained SCS will be noted as evidence of regional funding commitment and enhanced likelihood of successful project delivery. Consistency with the 2018 State Rail Plan service and connectivity goals, if applicable. Projects that are part of a regional network and are considered regionally significant should be noted as such. All referenced documents should be included as an attachment. 6. Benefits to freight movement, consistent with the Sustainable Freight Action Plan and the goals of the California Freight Mobility Plan, if applicable. In shared passenger/freight rail corridors, use this category to document and discuss GHG reductions from a greater volume of goods movement by rail if applicable. 7. The extent to which a project has supplemental funding committed to it from non-state sources, with an emphasis on projects that leverage funding from private, federal, local or regional sources that are discretionary. 8. For expansions of service, the presence and quality of a financial plan that analyzes the financial viability of the proposed service, including the availability of any required operating financial support. Highly rated projects will address and score highly on multiple secondary evaluation criteria, with clear documentation of claimed benefits. Clear documentation will include data related to evaluating the claimed benefits to the extent available. Agencies are encouraged to document in the secondary evaluation criteria categories of verifiable greenhouse gas reducing activities associated with a project that are not specifically captured in the primary evaluation categories and in the quantification tools provided by CARB. 10.3Benefit to PriorityPopulationsIt is a goal of this program to maximize benefits to disadvantaged communities and low-income communities and households. Pursuant to the requirements of SB 535, as amended by AB 1550, the overall California Climate Investments Program funded with Cap-and-Trade auction proceeds must result in: (1) a minimum of 25% of the available moneys in the GGRF to projects located within, and benefiting individuals living in, disadvantaged communities, (2) an additional minimum of 5% to projects that benefit low-income households or to projects located within, and benefiting individuals living in, low-income communities located anywhere in the state, and (3) an additional minimum of 5% either to projects that benefit low-income households that are outside of, but within a 1/2 mile of, disadvantaged communities, or to projects located within the boundaries of, and benefiting individuals living in, low-income communities that are outside of, but within a 1/2 mile of, disadvantaged communities. Information on California Climate Investments to Benefit Disadvantaged Communities with background on SB 535, AB 1550 and the CalEPA California Communities Environmental Health Screening Tool 3.0 (CalEnviroScreen), can be found at: https://calepa.ca.gov/EnvJustice/GHGInvest/ NOVEMBER 19, 2021 2022 TIRCP GUIDELINES
20 In addition to contributing benefits towards meeting or exceeding the AB 1550 investment minimums, the TIRCP has a statutory investment target for benefits to disadvantaged communities required by SB 862 (a 25% minimum). This applies across the entire program regardless of funding source. Agencies are responsible for documenting compliance with these requirements. Investments that are eligible to be counted toward AB 1550 as projects within and benefiting disadvantaged communities will also count toward meeting the SB 862 requirements. Refer to criteria in Funding Guidelines (further referenced below) for how to demonstrate benefit. SB 862 requires CARB, in consultation with CalEPA, to develop funding guidelines for all agencies that are appropriated monies from the GGRF. These guidelines must include a component for how administering agencies should maximize benefits for disadvantage communities. The CARB funding guidelines are referenced in Attachment 1. Applicants must complete and submit the CARB Benefit Criteria Table with their application. In reviewing efforts to maximize benefits to disadvantaged communities, low-income communities, and/or low-income households, CalSTA may request review of applications by an advisory panel representing such stakeholders during the evaluation of applications. The primary goal of this panel will be to review proposed efforts (both pre-application and those proposed for the post-award period) and to either confirm that the applicant efforts will help align the proposed project with stakeholder and community needs, or to recommend efforts that would allow such needs to be addressed (see items 9 and 10 in section 9 describing how such efforts may be requested and funded as part of project selection. 11Project Selection Process CalSTA will evaluate applications for compliance with the objectives of the program and rate them based on the Primary and Secondary Criteria, assigning ratings such as “High,” “Medium- High,” “Medium,” “Medium-Low”, and “Low” to the specific alignment of the project to each of the selection criteria, and also considering the cost per ton of CO2e reduction and the risks of successful project delivery. Because of the wide variety in the type and size of projects that can be funded from this program, CalSTA may group projects for the purpose of comparing the ratings of like applications or for purposes of comparing projects within a region. In addition, projects with clear phases or scalability may be evaluated for the portion of the project that would receive the highest rating if partial funding for the project is under consideration. The highest rated applications that meet the program objectives will be selected for programming, except that CalSTA may make adjustments to meet the AB 1550 goals of this program and to provide for geographic equity. In addition to being evaluated on the aforementioned criteria and benefit to priority populations, including addressing community needs, each application will also be assessed to determine the risk associated with the project's capacity to generate, as planned, transportation and greenhouse gas emission reduction benefits (including potential sensitivity to different project benefit outcomes), and to be delivered within budget, on time, and as designed. Additional factors to be considered include: 1. The overall need and benefit of the project in the context of its contribution to advancing later phases of the project, other aspects of a region’s long-range plans or towards improving the state’s interregional transportation network. 2. Project readiness and reasonableness of the schedule for project implementation, including the following: A. Progress towards achieving environmental protection requirements. B.The comprehensiveness and sufficiency of agreements with key partners (particularly infrastructure owning railroads) that will be involved in implementing the project. C.For projects that are not fully funded through construction due to funding contingencies (such as federal or local measure funds), the timing and amount of the project's future non- NOVEMBER 19, 2021 2022 TIRCP GUIDELINES
21 committed investments. 3. The leveraging and coordination of funding from other greenhouse gas reduction programs such as Caltrans’ Low Carbon Transit Operations Program, the SGC’s Affordable Housing and Sustainable Communities Program or the CARB’s Low Carbon Transportation funding program. The leveraging and coordination of funding from other private, federal, state (including SB1 funding programs like State Rail Assistance), local or regional sources, with consideration of those sources that are discretionary compared to those that are non- discretionary. 4. The alignment to the State Rail Plan, where relevant, which articulates a vision and specific service and delivery goals for coordinating schedules and physical infrastructure to deliver an integrated network by leveraging available resources. 5.The coordination of project development and delivery efforts in a regional and megaregional context to support an integrated, statewide rail and transit network. This should be articulated in the context of network integration and those agencies applying specifically for network integration funds or projects will be evaluated on their ability to describe the process for delivering an integrated project and its associated benefits. Highly rated projects will clearly communicate a compelling need for the project in terms of specific benefits for the public and will demonstrate a high degree of project readiness with few risks related to proceeding into construction and operating services that achieve the proposed benefits once the project is completed. Most highly rated projects will have an approved environmental document. Those projects that are requesting TIRCP funds to complete the project’s funding package (when combined with already committed other funds) will clearly communicate the acceleration in project delivery possible due to receipt of TIRCP funding even if the project may ultimately have been advanced with future local and state resources at a later date. Highly rated projects will quantify the benefits of such acceleration as part of the project application. CalSTA will collaborate with other state entities when evaluating project proposals, including but not limited to: CARB, CalEPA, the California High-Speed Rail Authority, Caltrans, the Commission, the Department of Housing and Community Development, and the Strategic Growth Council. CalSTA, or Caltrans acting on CalSTA’s behalf, may request additional documentation to support statements or data provided in the applications. However, applicants should endeavor to be as clear as possible in their applications and not assume that opportunity will be provided to clarify or better support a submitted application. Supporting documentation should include spreadsheets, reports and methodology descriptions (with sources noted) when available. Applications will proceed through a multi-step review process: 1. Basic screening for completeness and eligibility.2. Review of application for potential subdivision into project phases or components, review and analysis of ridership and GHG quantification, and summarization of project to assist technical panel review. 3. Initial rating of projects on each primary and secondary evaluation criterion (see section 10) and other additional factors (above in this section) described in the guidelines by multi-agency technical panels. 4. Consideration of technical panel ratings, geographic equity and degree of disadvantaged and/or low-income community benefits by a senior executive panel, with potential to request additional information from subject matter experts that may result in a revised rating on one or more evaluation criteria or factors. 5. Project selection by CalSTA, taking into consideration cross-cutting and comparative selection criteria that consider overall program objectives, geographic equity and exceeding program goals for benefits to disadvantaged communities, low-income communities, and/or low-income households.

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22 12Programming CalSTA will publish its updated 5-year Program of Projects as part of the Cycle 5 award announcement, as established in the Call for Projects, and will present it to the Commission shortly thereafter. When CalSTA releases the program, it will include a narrative for each approved project that describes that project’s rating for primary and secondary criteria as well as special considerations to achieve disadvantaged and/or low-income community benefit and geographic equity. Subsequent 5-year programs are expected to be approved by CalSTA biennially. CalSTA may call for additional applications, or adjust the existing Program of Projects between cycles, as warranted based on the level of auction proceeds. CalSTA will develop and regularly update the Program Allocation Plan to guide the allocation of funds for the current program. The Program Allocation Plan for each fiscal year will include the amount to be funded from the TIRCP, and the estimated total cost of each project. The yearly allocation amounts will be based on the needs of separable project components and phases or based on the cash flow needs for projects that need multiple years to complete. CalSTA will program and the Commission will allocate funding to projects in whole thousands of dollars and will include a project or project component only if it is fully funded from a combination of TIRCP and other committed funding. Funds will be considered as committed when they are programmed by CalSTA, when the agency or other funding partner with discretionary authority over the funds has made its commitment to the project by ordinance, resolution or appropriate contract vehicle. In the case of the Federal Transit Administration, recommendation of the project for funding in the Annual Report on Funding Recommendations for the Capital Investment Program is considered a commitment of funding. For federal formula funds, including Surface Transportation Program, Congestion Mitigation and Air Quality Improvement Program, and federal formula transit funds, the funding commitment may be by Federal approval of the Federal Statewide Transportation Improvement Program. For projects seeking federal discretionary funds such as New Starts, Core Capacity, or Small Starts, the commitment may take the form of federal acceptance into Accelerated Project Delivery and Development (in the case of Small Starts) with the expectation of federal approval of an Expedited Grant Agreement, or federal approval of a project to enter Engineering (in the case of New Starts or Core Capacity) with the expectation of federal approval of a Full Funding Grant Agreement, as long as all funding, excluding TIRCP funding, is committed to the project. A project that is programmed prior to receiving federal approval for construction may be subject to deletion from the program, if federal funds are not received, federal funding is reduced or the scope of the federal commitment changes, unless other committed funding sources are identified that replace federal funding not obtained. Applicants considering a request for an award based on a commitment contingent on federal or local funds not yet awarded to the project, as described above, should anticipate the call for 2022 TIRCP projects by November 2021. For local funding, the funding commitment may be demonstrated by inclusion of the project in a funding package, such as a sales tax measure, to be submitted to voters during this program cycle and with sufficient funding specified for the project to achieve full funding. The applicant shall provide evidence with the application that the project is included in a future funding package with funds sufficient to meet the local funding commitment when combined with other already available funds. A project that is programmed prior to receiving voter approval for project funding must succeed in receiving the voter approval, or the project may be subject to deletion from the program. For projects with other funding partners that have entered into a contract vehicle committing their funding, access to the funding must occur before TIRCP funding will be approved for allocation to the project. CalSTA may make an exception to its policy to only program a project if it is fully funded, if the project may be funded from a combination of TIRCP and other committed funding to allow a project to compete for funding from other greenhouse gas reduction programs (such as Caltrans’ Low Carbon Transit Operations Program, the SGC’s Affordable Housing and Sustainable Communities Program or the CARB’s Low Carbon Transportation funding program) or from the Commission’s Active Transportation or State Transportation NOVEMBER 19, 2021 2022 TIRCP GUIDELINES
23 Improvement Programs. A project intending to compete for funding in one of the aforementioned programs should indicate, if applicable, the separable elements to be funded from that source. A project that is programmed prior to receiving a commitment of funding from one of the aforementioned programs must receive the funding commitment no later than in the fiscal year in which the project is requesting a TIRCP allocation. If the project does not receive funding from that program and the project does not have separable elements, the project may be subject to deletion from the program. If a project does not receive their anticipated federal, local or other funding commitments, CalSTA may delete the project from the program and consider selection of projects or components of projects that were highly rated but not selected due to lack of sufficient funds from previous rounds of TIRCP applications as long as the project is still viable and deliverable consistent with prior cycle programming and demonstrates acceptable levels of benefits with the most current quantification methodologies. If, prior to seeking a Commission allocation, an award recipient does not make adequate progress to implement an awarded project in a timely manner or incurs delays through the action or inaction of the recipient, subrecipient or 3rd party associates, the project may be deleted from the TIRCP program. An applicant may resubmit a deleted project for consideration in future funding cycle. All current projects are subject to review prior to the Call for Projects to determine whether they are making adequate progress towards implementing the originally awarded project scope. 13Allocations and Project Delivery When an agency is ready to implement a project or project component, the agency will submit an allocation request through Caltrans' Division of Rail and Mass Transportation (DRMT). Allocation requests are expected to adhere to the preparation schedule established by Caltrans Office of California Transportation Commission Liaison (OCTCL) along with any additional time required for CalSTA’s review and approval of a recommendation to the Commission for an allocation of funds. For planning by an award recipient, the time required from the submittal and approval of an allocation request can range from 60 to 90 days prior to date of a scheduled Commission meeting. Caltrans will review the request and determine whether to recommend the request to the Commission for action. The Commission will consider the allocation of funds for a project only when it receives an allocation request with a recommendation from Caltrans and consistent with the TIRCP Program Allocation Plan. The recommendation will include a determination of project readiness, completion of funded phases that require completion prior to proceeding into the next phase, the availability of appropriated funding, and the availability of all identified and committed funding needed to support the specific allocation request. When Caltrans develops the project’s construction allocation recommendation(s), the Commission expects Caltrans to certify the project’s plans, specifications and estimates are complete, right-of-way clearances are achieved, and all necessary permits and agreements (including railroad construction and maintenance) are executed. In compliance with Section 21150 of the PRC, the Commission will not allocate funds for design, right-of- way, or construction prior to documentation of environmental clearance under the California Environmental Quality Act and all needed environmental documents are provided for a Commission E- Resolution. As a matter of policy, the Commission will not allocate funds for design, right-of-way, or construction of a federally funded project prior to documentation of environmental clearance under the National Environmental Policy Act (NEPA). Exceptions to this policy may be made in instances where federal law allows for the acquisition of right-of-way prior to completion of NEPA review. If requested by the Commission, Caltrans will assist Commission staff in the preparation of agenda items presenting environmental documents to the Commission. Projects that are awarded funding for network integration are to be allocated under the construction phase, unless such efforts are part of a task within an earlier phase of work. If allocated as a separable work effort, at the time of allocation, an agency must either environmentally clear the network integration work, usually with a Notice of Exemption, or provide a written statement certifying that the network integration project is exempt.

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24 CalSTA will request the Commission approve the allocation, if the funds are available as determined by CalSTA and Caltrans, and the allocation is necessary to implement the project as included in the adopted TIRCP Program Allocation Plan and Program of Projects. If there are insufficient program funds to approve an allocation, CalSTA may delay the recommendation to allocate funds to a project until a future fiscal year without requiring a Commission action. Agencies should not request Commission allocations unless prepared to award contracts related to the allocation within six months. Funds available following the deletion of a project may be re-awarded and allocated to a programmed project advanced from a future fiscal year or to a project amended into the program. Details and instructions for the allocation, transfer and liquidation of funds allocated to implementing agencies are included in the Procedures for Administering Local Grant Projects in the State Transportation Improvement Program: https://dot.ca.gov/programs/local-assistance/forms/local-assistance-procedures-manual-forms The TIRCP is a reimbursement program for costs incurred. Costs incurred prior to Commission allocation and, for federally funded projects, federal project approval (i.e. Authorization to Proceed), are not eligible for reimbursement. Moreover, contracts against which reimbursements from TIRCP will be sought may not be awarded prior to funding allocation without specific pre-approval by CalSTA and approval of a Letter of No Prejudice by the Commission. For the procurement of rolling stock and buses, the exercising of an option or the certification of funds for TIRCP funded contract elements after Commission action may be considered to meet the milestone for contract award, provided that the agency is under no contractual obligation to pay any funds or penalty if the option is not exercised or the funds not certified. Confirmation of this approach should be sought prior to seeking an allocation of funds. Caltrans will execute all appropriate contractual agreements with the implementing agency, under its delegated authority from CalSTA. These agreements may include project specific conditions required by CalSTA’s award announcement and will be based on the awarded scope of work, schedule for completion and expected outcome of the project. Prior to the completion of project design, an agency may propose to CalSTA modifications to the proposed project in order to achieve the same or greater level of benefits or reduced costs. Funds allocated for project development or right-of-way costs must be expended by the end of the fiscal year of allocation plus two additional fiscal years, unless a longer timeframe is requested at the time of allocation or the Commission approves a time extension subsequent to the allocation. Allocations for award are valid for six months from the date of allocation unless otherwise indicated at the time of allocation. For funds allocated for construction phase contracts, including rolling stock procurement, will have an expenditure timeline of 36 months after the award of a contract to complete (accept) the contract unless a longer timeframe is requested at the time of allocation or the Commission approves a time extension subsequent to the allocation. The implementing agency must submit a final invoice to Caltrans no later than 180 days after contract acceptance. Additional details relevant to the Commission’s Allocation Policy can be found in Resolution G-20-61 on the Commission’s website. 13.1 Letter of No Prejudice An agency may apply for a Letter of No Prejudice (LONP) for a project or for any component of a project included in the approved Program of Projects. Statutory authority is provided in Section 75225 of the PRC as added by SB 9. The Commission as authorized by statute adopted guidelines for approval of LONPs for specific programs, including the Transit and Intercity Rail Capital Program. All LONP requests must follow the Commission’s currently adopted LONP guidelines. Any request for an LONP will be submitted through Caltrans for concurrence by CalSTA and Commission approval. If an LONP is approved by the Commission, it allows the implementing agency to award a 3rd party contract(s) and advance a project by expending its own funds (incur reimbursable expenses) for any component of the project that is the subject of the LONP prior to allocation.

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25 The amount will be reimbursed if all the following conditions are met: 1. The project or project component for which the letter of no prejudice was requested has commenced and the expenditures have been incurred. 2. The expenditures are eligible for reimbursement in accordance with applicable laws and procedures. If expenditures made by the lead applicant agency are determined to be ineligible, the state has no obligation to reimburse those expenditures. 3. The agency complies with all legal requirements for the project, including the requirements of the California Environmental Quality Act (Division 13 (commencing with Section 21000)). 4. There are moneys in the GGRF or from SB 1 revenues designated for the program that are sufficient to make the reimbursement payment. 13.2Multiyear FundingAgreementAn agency may apply to CalSTA for a multiyear funding agreement. Statutory authority is provided in Section 75224 (d) of the PRC. Any such agreements shall be implemented in cooperation with the Commission by inclusion of the anticipated multi-year cash flow commitment in the applicable allocation action at the time a project or project component is allocated. If approved by CalSTA, the multiyear funding agreement would operate similar to a federal Full Funding Grant Agreement, wherein an agency may receive an allocation and implement a project at risk, with receipt of future state revenue dependent on legislative appropriation and/or receipt of program SB 1 revenue or Cap-and- Trade auction proceeds. The state would not be responsible for any borrowing costs an agency may incur, or other costs, allocated with the timeline of state revenue availability. The most up-to-date cash flow commitments to projects or project components are reflected in the Program Allocation Plan. Pursuant to Section 75224, the multiyear funding agreement would be for an amount of program money and for any duration, as determined jointly by the CalSTA and the applicant. CalSTA may agree to a duration that exceeds the five-year programming cycle, if deemed helpful in completing large transformative capital projects. Other requirements for the program will be included in the multiyear funding agreement as determined by CalSTA in cooperation with the applicant and the Commission. 13.3 Project Delivery Deadline Extensions and Timely Use of Funds Once an awardee has been allocated TIRCP funding, funds are subject to the Commission’s timely use of funds policy and for the construction phase, awardees are expected to execute the third-party contract within six months of the allocation. Under CalSTA concurrence and with Commission action, an extension may be granted for the period of contract award, project completion or project reimbursement if it finds that an unforeseen or extraordinary circumstance has occurred that justifies the extension. The extension will not exceed the period of delay directly attributable to the extraordinary circumstance. There are separate deadlines, for award of a contract, for project completion and project reimbursement and each project component has its own deadlines. All requests for project delivery deadline extensions should be submitted by the agency responsible for project delivery to Caltrans at least 60 days prior to the specific deadline for which the particular extension is requested (e.g., 60 days prior to June 30 to request the extension of allocation deadlines). The extension request should describe the specific circumstance that justifies the extension and identify the delay directly attributable to that circumstance. Caltrans will review extension requests and provide a recommendation to CalSTA for concurrence and then submit to the Commission for formal approval.

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26 After the Commission allocation, any costs incurred for eligible work will not be reimbursed until the appropriate agreements (Master Agreement and Project Supplement/Amendment) with the local agency have been executed and must remain in effect over the time required to complete capital improvements, implement services and fulfill the reporting requirements of benefits and outcomes associated with the award. 14Project ReportingAs a condition of the project selection and allocation, the implementing agency must submit to Caltrans quarterly reports on the activities and progress made toward implementation of the project and a final delivery report. The purpose of the reports is to ensure that the project achieves the goals of the program, is executed in a timely fashion, and is within the scope and budget identified when the decision was made to fund the project. Recordkeeping and reporting requirements will apply through the life of the project. All recordkeeping and reports must be consistent with the reporting requirement, quantification methodologies and records retention periods developed by CARB (see Attachments 1, 2 and 3). At a minimum, agencies must report on all projects selected for funding, progress on each funded project, and the benefits (GHG and co-benefits) achieved. Implementing agencies should note that additional Project Outcome Reporting may be required and is subject to modification based on the evolving needs of the program. Caltrans may provide assistance through Cal-ITP on real-time information and payments to streamline reporting requirements. For projects benefiting disadvantaged communities, low-income communities, and/or low-income households, reports must identify and include metrics to demonstrate the benefits being achieved and how community needs are being met, consistent with CARB’s Funding Guidelines. Some reported project information will be publicly available on the CARB website, including the amount of funding that is being spent on projects that benefit disadvantaged communities, low- income communities, and/or low-income households. Consistent with CARB’s Funding Guidelines, local agencies will now be required to report on job co-benefits, in addition to all other reporting requirements. Job co-benefits refer to California jobs supported, not created, by California Climate Investments. Jobs supported by California Climate Investments include direct, indirect, and induced employment. At the time of application, applicants are required to submit a job co-benefit modeling tool, which is based upon a co-benefit assessment methodology developed by CARB. Once an awarded project has been implemented, funding recipients will also be required to report actual (not modeled) jobs data via the semi- annual reporting process. Within one year of the project becoming operable, or a later time period if approved by CalSTA, the implementing agency must provide a final delivery report to Caltrans which includes: 1. The scope of the completed project as compared to the programmed project. 2. Performance outcomes derived from the project as compared to those described in the project application. This should include before and after measurements and estimates (ridership/service levels, greenhouse gas reductions included updated estimates the greenhouse gas reductions over the life of the project, benefit to disadvantaged communities, low-income communities, and/or low-income households, project co-benefits, etc.), and an explanation of the methodology used to quantify the benefits. 3. Before and after photos documenting the project. 4. The final costs as compared to the approved project budget by component and fund type, and an estimate of the TIRCP funds spent to benefit disadvantaged communities, low-income communities, and/or low-income households. 5. Its duration as compared to the project schedule in the project application. For all projects other than components that fund limited-term operations of new and expanded transit service, annual reporting on outcomes will continue for 36 months after becoming operational (i.e., vehicle NOVEMBER 19, 2021 2022 TIRCP GUIDELINES
27 or equipment is operational, or construction is complete and transit service is operational). The metrics to be reported vary by project type as shown in the table below. Capital Improvements that Result in New or Expanded Transit Service or Increase Mode Share on Existing Transit ServiceMetric Unit Method Tracking dates of data submissionmm/dd/yyyy n/a Days of operation per year Days/year Evaluation of service schedule Average daily ridership Unlinked trips/day Ridership survey (conducted by city, county, district/authority, metropolitan planning organization, non-profit, or academia), ticket and transit pass sales, automatic passenger counter, driver counts, etc. New Vehicle(s) for Existing Transit Service Metric Unit Method Tracking dates of data submission mm/dd/yyyy n/a Fuel/energy consumption or vehicle miles traveled Gallons/year by fuel type, kWh/year, scf/year, or vehicle miles traveled/year Evaluation of fueling, utility, mileage, or other operating recordsRange in fuel/energy consumption or annual vehicle miles traveled Upon request from the implementing agency, Caltrans may consider requests to delay reporting on before and after or other performance outcome data until two years after project operation if similar data is requested by the Federal Transit Administration or if the agency deems such delay would improve the reliability of the report. For the purpose of this section, a project becomes operable when the construction contract is accepted or acquired equipment is received. The State of California has the right to review project documents and conduct audits during project implementation and over the life of the project. Caltrans or another State agency may audit a sample of TIRCP projects to evaluate the performance of the project, determine whether project costs incurred and reimbursed are in compliance with the executed project agreement or approved amendments thereof; state and federal laws and regulations; contract provisions; and program guidelines, and whether project deliverables (outputs) and outcomes are consistent with the project scope, schedule, and benefits described in the executed project agreement or approved amendments thereof. A report on the projects audited must be submitted by the auditing agency to CalSTA. 15Project Administration Caltrans will administer the TIRCP consistent with these guidelines and all applicable Commission and Caltrans policies and procedures for the administration of similar grant programs. Projects awarded funding from TIRCP are expected to document and publicize the Transit and Intercity Rail Capital Program in proper context when developing press releases and board documents, or in hosting public events such as project groundbreakings. References should be made to TIRCP, the California State Transportation Agency as the program sponsor, and the Greenhouse Gas Reduction Fund and SB 1 program as fund sources, as applicable, in order to ensure transparency regarding the funding of the project. Additional details will be provided to program award recipients. Agencies must encumber and expend monies consistent with State law and ensure that GGRF monies are utilized consistent with the expenditure record submitted by Caltrans and required by SB 1018. A determination that use of GGRF monies is not consistent with the expenditure record and does not further the purposes of AB 32 may occur during legal proceedings or during an audit or program review conducted by the Bureau of State Audits, Department of Finance, a third-party auditor, or the CARB.

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28 Depending on the outcome of those proceedings or review, agencies may be required to return monies to the state if expenditures are not consistent with the statutory requirements (such as not furthering the purposes of AB 32). Audits and on-site monitoring can take place at any time at the discretion of CalSTA, without prior warning given to the agency. CalSTA has the right to audit the project records, including technical and financial data of the Project Applicant, the Implementing Agency, and any consultant or sub-consultants at any time after award, during the course of the project and for three years from the date of the final closeout of the project, therefore all project records shall be maintained and made available at the time of request. The state may terminate the grant for any reason at any time if it learns of or otherwise discovers that there are allegations supported by reasonable evidence that a violation of any state or federal law or policy by the grantee which affects performance of this or any other grant agreement or contract entered into with the State. If a grant is terminated, the agency may be required to fully or partially repay funds from the TIRCP. 16Project ExpendituresCaltrans and CalSTA reserve the right to ask any agency to complete a Cash Flow projections form. The form includes collecting the subtotal for Greenhouse Gas Reduction Fund, Project Approval & Environmental Document, Plans, Specifics & Estimates, Right of Way and Construction. For more information on retrieving the Cash Flow form, please contact [email protected].

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Attachment 1: CCI Funding Guidelines for Administering Agencies Investments to Benefit Disadvantaged Communities and Low-Income Communities and Households The California Air Resources Board (CARB) released the "Funding Guidelines for Agencies Administering California Climate Investments" (Funding Guidelines) on August 30, 2018. The 2018 Funding Guidelines provide flexibility in implementing a diverse set of investments while maintaining transparency of outcomes and ensuring meaningful community benefits from these investments. These guidelines align with the Legislature’s priorities found in AB 398 and Fiscal Year (FY) 2017-18 appropriations. These guidelines reflect the increasingly important role of California Climate Investments in facilitating the reduction of greenhouse gases while also reducing air pollution, helping communities adapt to the impacts of climate change, and providing meaningful benefits to disadvantaged communities, low-income communities, and low-income households (also referred to as “priority populations”), among other statutory requirements. CARB collaborates with agencies that administer California Climate Investments programs to develop individual targets for each program to drive investments that achieve direct and meaningful benefits to priority populations and help ensure that statutory requirements are met, which are described in AB 1550. Additional information can be found at the following CARB websites: https://ww2.arb.ca.gov/resources/documents/cci-funding-guidelines-administering-agencies NOVEMBER 19, 2021 2022 TIRCP GUIDELINES

Attachment 2: Quantification Methodology and Co-Benefit Assessment MethodologyCCI Quantification and Reporting Materials Administering agencies must use the Funding Guidelines with the resources provided by CARB to develop effective programs and demonstrate compliance with program requirements. Resources include Quantification Methodologies (QMs) and Calculator Tools for estimating greenhouse gas (GHG) emission reductions and co-benefits; Benefit Criteria Tables (BCTs) for determining benefits to priority populations; and Reporting Templates for reporting outcomes. CARB staff developed the TIRCP QM and associated Calculator Tool to provide guidance for estimating the GHG emission reductions and selected co-benefits for each proposed project type. The calculator tool automates methods described in the QM document, outlines documentation requirements, and provides a link to a step-by-step user guide with project examples. Projects will report the total project GHG emission reductions and co-benefit estimated using the TIRCP Calculator tool as well as the total project GHG emission reductions per dollar of GGRF funds. Using many of the same inputs required to estimate GHG emission reductions, the TIRCP Calculator Tool will estimate the following co-benefits and key variables from TIRCP projects ROG emission reductions (lbs), NOx emission reductions (lbs), PM2.5 emission reductions (lbs), Diesel PM emission reductions (lbs), Passenger VMT reductions (miles), Fossil fuel use reductions (gallons), Fossil fuel energy use reductions (kWh), Passenger travel cost savings ($), and Energy and fuel cost savings ($). Additional co-benefits for which CARB assessment methodologies were not incorporated into the TIRCP Calculator Tool may also be applicable to the project. Applicants should consult the TIRCP guidelines, solicitation materials, and agreements to ensure they are meeting TIRCP requirements. All CARB co-benefit assessment methodologies are available at: https://ww2.arb.ca.gov/resources/documents/cci-methodologiesReporting templates are developed specifically for each program within California Climate Investments. These templates are used by TIRCP staff to report on outcomes from all projects funded by TIRCP. Note: Quantification methods have been developed specifically for each GGRF programs and are not intended for use in other programs. Additional information can be found at the following CARB website: https://ww2.arb.ca.gov/resources/documents/cci-quantification-benefits-and-reporting-materials NOVEMBER 19, 2021 2022 TIRCP GUIDELINES

Co-benefit Assessment Methodology California Climate Investments support the State's climate change goals and provide many additional benefits to individuals, households, businesses, and communities. These "co-benefits" include social, economic, and environmental benefits. CARB provides guidance on quantification methods and reporting to administering agencies. CARB contracted with the University of California, Berkeley (UC Berkeley) to help research and develop methods for evaluating project co-benefits. Guidance on using the co-benefit assessment methodologies is contained in CARB's Funding Guidelines.The co-benefits were prioritized based on administering agency input and broad applicability to California Climate Investments programs. UC Berkeley first reviewed the scientific data to determine if methods could be developed and summarized the findings in literature reviews. Next, UC Berkeley and CARB developed Co-benefit Assessment Methodologies where feasible. CARB solicited public comment on draft versions in Spring 2018 prior to posting final Co-benefit Assessment Methodologies. CARB may review and update assessment methodologies periodically based on new or evolving project types; new legislation; available resources; new scientific developments or tools, or modifications in the analytical tools or approaches upon which the methodologies were based; or input from administering agencies or the public. The California Air Resources Board is updating the Co-benefit assessment methodology. See the following website for the final methodology. https://ww2.arb.ca.gov/resources/documents/cci-methodologies NOVEMBER 19, 2021 2022 TIRCP GUIDELINES

Attachment 3: Benefit Criteria Tables CCI Benefit Criteria Tables TIRCP uses the Sustainable Transportation Benefit Criteria Table developed by CARB to ensure that programs meet the minimum levels of investments to projects that benefit residents of disadvantaged communities, low-income communities, and low-income households, collectively referred to as “priority populations”. All projects counting toward the statutory investment minimums must be located within an identified community and benefit individuals living within that community, or directly benefit residents of low-income households anywhere in the State. Administering agencies must determine if a project meets the criteria for providing direct, meaningful, and assured benefits to priority populations using the following evaluation approach: Step 1: Identify the Priority Population(s). Be located within a census tract identified as a disadvantaged community or low-income community, or directly benefit residents of a low-income household. Step 2: Address a Need. Meaningfully address an important community or household need for the disadvantaged community, low-income community, or low-income household. Step 3: Provide a Benefit. Using the evaluation criteria, identify at least one direct, meaningful, and assured benefit that the project provides to priority populations. The benefit provided must directly address the identified need. Only investments that meet these criteria will be counted toward achieving the statutory investment minimums identified for priority populations. Administering agencies can fund projects that otherwise provide meaningful benefits, but do not meet these criteria; however, those projects will not be counted toward investment minimums.

NOVEMBER 19, 2021 2022 TIRCP GUIDELINES

Attachment 4: California Transportation Commission – Transit and Intercity Rail Capital Program Allocation Policy Resolution G-20-61 CALIFORNIA TRANSPORTATION COMMISSION TRANSIT AND INTERCITY RAIL CAPITAL PROGRAM ALLOCATION POLICY Resolution G-20-61 In accordance with Public Resources Code 75220(C), the California Transportation Commission (Commission) shall allocate funding to applicants pursuant to the program of projects approved by the California State Transportation Agency (CalSTA) for the Transit and Intercity Rail Capital Program. The Commission recognizes that the approved program of projects is expressed in more detail with regards to project component, phase and fiscal year of implementation in the Transit and Intercity Rail Capital Program Allocation Plan (which is regularly updated as approved projects progress through development). These two documents are collectively referred to here as the “Program.” Allocations made by the Commission follow the timely use of funds provisions that are consistent across all funding programs under the Commission’s purview. To provide consistency in the programming of state transportation funds, the total award to each project component should be listed in the Transit and Intercity Rail Capital Program in the fiscal year(s) in which the project component will be implemented. If a project is expected to require multiple contracts for any component, each contract should be programmed separately. All project allocation requests that come before the Commission must be consistent with the Program. The following describes how the Commission intends to manage Transit and Intercity Rail Capital Program allocations: 1. Allocations will be made to the full programmed amount for each project component. If a project will require multiple construction contracts, allocations will be made to the full programmed amount for each contract. The Commission will consider the allocation of funds for a project when it receives an allocation request with a recommendation from the California Department of Transportation (Caltrans). The recommendation should include a determination of project readiness, the availability of appropriated Transit and Intercity Rail Capital Program funding, and the availability of all other committed funding. Funds allocated for project development or right-of-way costs must be expended by the end of the fiscal year of allocation plus two additional fiscal years, unless a longer time-frame is requested at the time of allocation or the Commission approves a time extension subsequent to the allocation. Allocations for award are valid for six months from the date of allocation unless otherwise indicated at the time of allocation or the Commission approves a time extension subsequent to the allocation. For funds allocated for construction, including rolling stock procurement, the implementing agency has up to 36 months after the award of a contract, to complete (accept) the contract unless a longer time-frame is requested at the time of allocation or the Commission approves a time extension subsequent to the allocation. The implementing agency must submit a final invoice to Caltrans no later than 180 days after contract acceptance. 2. The Commission will approve the allocation if the funds are available and the allocation is necessary to implement the project or project component included in CalSTA’s approved 5-Year Transit and Intercity Rail Capital Program. For projects that are ready to advertise, the Commission expects Caltrans to certify that a project’s plans, specifications and estimates are complete, environmental and right-of-way clearances are secured, and all necessary permits and agreements (including railroad construction and maintenance) are executed. For the procurement of rolling stock, the Commission may consider the NOVEMBER 19, 2021 2022 TIRCP GUIDELINES

exercising of an option or the certification of funds for contract elements as meeting the milestone for contract award provided that the agency is under no contractual obligation to pay any funds or penalty if the option is not exercised or the funds not certified. Construction allocations for projects or project components not ready for advertisement will not be placed on the Commission’s agenda for allocation approval. In compliance with Section 21150 of the Public Resources Code, the Commission will not allocate funds for design, right-of-way, or construction prior to documentation of environmental clearance under the California Environmental Quality Act. As a matter of policy, the Commission will not allocate funds for design, right-of-way, or construction of a federally funded project prior to documentation of environmental clearance under the National Environmental Policy Act. The implementing agency must not award the contract for a project or project component until the Commission has allocated the funds for the project. Any changes to the scope of a project or project component after the allocation of funds to the project or project component must be approved in advance by the Commission. 3. CalSTA may change the timeline for the allocation of a project component based on changes in project delivery needs. These changes will be communicated in updates to the Program. The Commission may grant the extension of a deadline for award of a contract, for expenditures for project development or right-of-way, for project completion, and for project reimbursement. The Commission may grant a deadline extension if it finds that an unforeseen and extraordinary circumstance beyond the control of the agency has occurred that justifies the extension. The extension will not exceed the period of delay directly attributable to the extraordinary circumstance, and in no event will be longer than 20 months. All requests for project delivery deadline time extensions shall follow the Caltrans time extension process in order to be included in the Commission’s agenda. The extension request should describe the specific circumstance that justifies the extension and identify the delay directly attributable to that circumstance. Caltrans will review all time extension requests and make a recommendation to the Commission for approval. 4. Caltrans is responsible for managing the cash flow needed to match the Transit and Intercity Rail Capital Program’s resources to projects or project components that have received Commission allocations, in accordance with the terms of CalSTA delegated authority and approval. 5. After allocation, Caltrans is responsible for managing project delivery and reimbursements in cooperation with the implementing agencies, in accordance with the terms of CalSTA delegated authority and approval.

Capitol Corridor Joint Powers AuthorityMaster Agreement No. 64CCJPA2022MAProgram Supplement No. VARCCJPAPS Revised as of 9/22/20 Page 31

APPENDIX B

STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION DIVISION OF MASS TRANSPORTATION PROGRAM SUPPLEMENT/AMENDMENT State Funded Transit ProjectsMASTER AGREEMENT NO.:PROGRAM SUPPLEMENT NO.:PROVISION SECTIONSTATERECIPIENTRECIPIENTRECIPIENTCTC RESOLUTIONRESOLUTION DATEFISCAL YEARFUNDAMOUNTEAPHASE3RDPARTY CONTRACTLAST EXPENDITURE DATEPROJECT TITLE:PROJECT SUMMARY:REQUIRED SIGNATURESRecipient:Capitol Corridor Joint Powers AuthorityState Dept.:STATE OF CALIFORNIADepartment of TransportationSigned By: Signed By:Name: Robert Padgette Name: W. Kyle GradingerTitle: Managing Director Title:Chief, Division of Rail and Mass TransportationDate: Date:DISTRIBUTION LIST LIST OF ATTACHMENTS INCLUDEDI. Scope of WorkII. CTC ResolutionsIII. Certification of FundsIV. 3rd Party Agreement 11/6/2020

General Instructions

ATTACHMENT IICTC Resolution
State of CaliforniaDEPARTMENT OF TRANSPORTATIONCalifornia State Transportation AgencyMEMORANDUMTo: CHAIR AND COMMISSIONERSCALIFORNIA TRANSPORTATION COMMISSIONCTC Meeting: August 12-13, 2020From: STEVEN KECK, Chief Financial OfficerReference Number: 2.6g.(1), Action ItemPrepared By: KC Handren, ChiefDivision of BudgetsSubject:ALLOCATION FOR TRANSIT AND INTERCITY RAIL CAPITAL PROGRAM PROJECTSRESOLUTION TIRCP-2021-02ISSUE: Should the California Transportation Commission (Commission) approve an allocation of $91,654,000 for seven Transit and Intercity Rail Capital Program (TIRCP) projects?RECOMMENDATION: The California Department of Transportation recommends that the Commission approve an allocation of $91,654,000 for seven TIRCP projects as follows:2.6g.(1b) - $91,654,000 for seven TIRCP projects (SB1 Augmentation for PTA).BACKGROUND:The attached vote list describes seven TIRCP projects totaling $91,654,000. The local agencies are ready to proceed with these projects, and are requesting an allocation at thistime.FINANCIAL RESOLUTION:Resolved that $91,654,000 be allocated from the Budget Act of 2019, Budget Act Items 2660-101-0046 and 2660-301-0046R for seven TIRCP projects described on the attached vote list.Attachments “Provide a safe, sustainable, integrated and efficient transportation systemto enhance California’s economy and livability” Amount byFund TypeCTC Financial Vote ListAugust 12-13, 2020Project #Allocation AmountRecipientRTPA/CTCDistrict-CountyProject TitleLocationProject DescriptionPPNOProgram/YearPhasePrgm'd AmountProject IDAdv. PhaseBudget YearItem #Fund TypeProgram Code2.6 Mass Transportation Financial Matters2.6g.(1b)Transit and Intercity Rail Capital Program (SB1 Augmentation for PTA)Resolution TIRCP-2021-02Sacramento Valley Station (SVS) Transit Center. Currentallocation funds key service integration efforts to improve lightrail and regional bus service to the station, including an I-5Northbound Ramp Reconfiguration Study, a Bus LayoverFacility Study, and a Downtown Sacramento ServiceIntegration Study. Future allocation will fund construction of anew northside station access route to connect theSacramento Valley Station to the future Railyards Plazawhere 10,000 housing units are plannedOutcome/Outputs:Bridge / Tunnel: Modified/Improved InterchangesRail / Multi-Modal: Station ImprovementsLead agency had determined that this project component tobe exempt from CEQA.The total programmed amount for this project is $3,914,000.This partial allocation leaves a remaining balance of$3,194,000.03-CP061TIRCP/19-20CONST$720,0000020000279S2019-20101-0046 $720,000PTA30.10.030.200$720,000Capitol Corridor JointPowers AuthoritySACOG03-Sacramento1(2018:13) Peninsula Corridor Electrification ExpansionProject Corridor Wide Broadband Communications andBiking Park Enhancements (CON). Implementation ofCorridor Wide Broadband Communications Network and BikeParking Enhancements.Outcome/Outputs:Increased ridership, reduced greenhouse gas emissions,improved safety, and improved integration.This project includes the following split: $666,000 GGRF and$809,000 SB1 Augmentation for PTA.(Future consideration of funding approved underResolution E-16-93; December 2016.)(Concurrent TIRCP de-allocation for $1,475,000 in PS&Efunds, under Resolution TIRCP-2021-01; August 2020.)Project updated in the TIRCP Program Allocation PlanUpdate 4.22; August 2020.(SB 1 Augmentation for PTA)04-CP039TIRCP/20-21CONST$666,000TIRCP/20-21CONST$809,0000020000287S2019-20301-0046R $666,000GGRF30.20.301.1002019-20101-0046 $809,000PTA30.10.030.200$1,475,000Peninsula CorridorJoint Powers BoardMTC04-Various2

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Amount byFund TypeCTC Financial Vote ListAugust 12-13, 2020Project #Allocation AmountRecipientRTPA/CTCDistrict-CountyProject TitleLocationProject DescriptionPPNOProgram/YearPhasePrgm'd AmountProject IDAdv. PhaseBudget YearItem #Fund TypeProgram Code2.6 Mass Transportation Financial Matters2.6g.(1b)Transit and Intercity Rail Capital Program (SB1 Augmentation for PTA)Resolution TIRCP-2021-02(2020: 1) Reaching the Most Transit-Vulnerable: AVTA’sZero Emission ‘Microtransit’ and Bus ExpansionProposal (Network Integration). Network Integration effortsthrough an expansion of AVTA’s newly developedmicrotransit phone app and website to incorporate GoogleTransit integration, that would allow passengers with a moreseamless travel experience.Outcome/Outputs:Increase ridership by building upon AVTA’s historic 100percent zero emission bus fleet by adding bus’s on AVTA’score routes to meeting growing demand and reducegreenhouse gas emissions.Lead Agency has determined this project component to beexempt from CEQA.(Related CON allocation for $6,253,000 underProject ID 0020000276.)The total programmed amount for this project is $6,503,000.This is a partial allocation for $250,000. After this allocationthe remaining balance for this project is $0.(SB 1 Augmentation for PTA)07-CP059TIRCP/19-20CONST$250,0000020000277S2019-20101-0046 $250,000PTA30.10.030.200$250,000Antelope ValleyTransit AuthorityLACMTA07-Los Angeles5 (2020: 4) Inglewood Transit Connector Project .Environmental work will be for a new 1.6-mile electricallyautomated people mover system and three new transitstations connecting passengers to/from the MetroCrenshaw/LAX Line to the City of Inglewood's new housingand employment centers, sports and entertainment venues.Outcome/Outputs:Reduction of greenhouse gas emissions by providing newconnections to new housing, employment centers andentertainment venues. The three new stations will be locatedin multiple priority populations that will increase ridership.These communities will benefit from improved access totransit and employment opportunities, a reduction in airpollutants and decreasing health disparities experienced bypriority populations.The current allocation request includes the following fundingsplit: $10,000,000 GGRF and $10,000,000 SB 1augmentation for PTA.The total programmed amount for this project is $95,200,000.After this allocation the remaining balance for this project is$75,200,000.(SB 1 augmentation for PTA)07-CP062TIRCP/20-21PA&ED$10,000,000TIRCP/20-21PA&ED$10,000,0000020000275S2019-20301-0046R $10,000,000GGRF30.20.301.1002019-20101-0046 $10,000,000PTA30.10.030.200$20,000,000City of InglewoodLACMTA07-Los Angeles6

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ATTACHMENT IIICertification of FundsName of RecipientName of ProjectCTC Resolution NumberCTC Resolution Date: Allocation AmountFund SourceDate of Third Party Contract AwardThis Supplement reflects an allocation for CON (Service Integration Study) phases.Capitol Corridor Joint Powers Authority Program Supplement No. VARCCJPAPS-04 Attachment III 10/28/20
11 Exhibit 2 – CCJPA Agreement

12 Exhibit 3 - TIRCP Invoice Package Instructions
Below is an overview of what should be included in the invoice package. The list below is intended to be an overview only and may need to be further tailored for individual agencies that need to provide additional guidanceA. Signed Agency Letter Provide a signed agency letter that identifies the following: Addressed to CalTrans Include remit to address Project title Program Supplement number EA Number Invoice period (start and end date) Invoice number Amount requested for reimbursement. Primary contact name Phone number Email address B. Complete the Project Progress Payment Notice Form Complete and sign the Progress Payment Notice form. For assistance in completing this form, contact the Caltrans Contract Project Manager who can access the form HERE by searching for DOR-0005. C. Brief Narrative Write a narrative summary supporting the application of each cost in the invoice to the funded project. Information provided should be streamlined to be as clear as possible to the Caltrans Project Manager. Provide a brief narrative of charges and work occurred. The narrative should identify the start and end date the work occurred. This can be a separate attachment or incorporated in the agency letter or billing summary. For more detail on what should be included in the narrative, see the Guidance section. D. Confirm reimbursement expenses are eligible under CTC allocation. Refer to Reimbursement & Invoicing section. TIRCP Invoice Package Guidance Page 1 E. Billing Summary Provide a billing summary including: Total project expenditures by funding source Invoiced amount to date Current invoice amount Total amount requested for reimbursement on the current claim. When applicable, the reimbursable percentage should be identified and correspond with the Program Supplement invoicing condition. If submitting an invoice for multiple EA's, amounts for each individual EA should be clearly identified and separated. F. List of Itemized Charges Provide a list of itemized charges which should include: The date(s) work occurred and brief description for each itemized charge. Indirect costs should be clearly identified and separated from direct costs. Labor should be separated and include hours worked, pay rate, and purpose of labor. If submitting an invoice for multiple EA's, itemized charges for each EA should be separated. Note: If indirect costs are being submitted, please ensure an Indirect Cost Allocation Plan (ICAP) has been approved prior to your submission. G. Copy of Contractor's Invoice Billing billing invoice. H. Proof of Payment Provide proof of payment to the contractor. I. Supporting Documents Provided as needed or as requested. J. Deliverables All deliverables are submitted and approved as per the project schedule as defined in the Program Supplement. K. Reporting Confirm that all reporting is up to date (CARB and Quarterly). L. Email Invoice Package Email Invoice package to the assigned Contract Project Manager. M. Local Agency Tracking Sheet and provide an invoice tracking summary. Refer to the format below as an example. N. First Invoice for Const. Capital If this invoice is first invoice for Construction Capital please include Exhibit 15-L: Local Agency Contract Award Checklist. TIRCP Invoice Package Guidance Page 2 The Narrative Should Include: The narrative summarizes project expenses to show how the work moves the project towards completing the scope described in the Program Supplement. Please organize expenses appropriately to show the relevance to the overall progress of the project. 1. List the dates covered by this invoice (invoice period). 2. If the invoice period overlaps a prior invoice period for the same funding source (EA number), please explain to avoid confusion and/or reimbursing duplicate charges. a. For example: Differing contractor billing timelines, milestone payments, corrections, etc. 3. Invoice amount should include and summarize total project expenditures, including: a. Total indirect costs i. Note: If indirect costs are being submitted, please ensure an Indirect Cost Allocation Plan (ICAP) has been approved prior to your submission. b. Total direct costs related to the program supplement (from all funding sources) c. Total TIRCP expenditures d. Funding match expenditures and reimbursement ratio, if applicable 4. List staff time by name, rate, and hours for each day worked a. Add all staff costs (including fringe benefits) into a single fully-loaded rate per staff member. i. -loaded rate? Including all payroll charges for the as Wage, Allocated Fringe, Allocated Paid Time Accrual, or Allocated Overhead) into a single line item for the employee. 5. Does this invoice include travel for staff? If yes, see Travel Reimbursement Guidance 6. Summarize any other agency expenses such as reprographics, delivery service, andequipment rental and explain their relevance to the project. 7. List all contractors used, summarize the work they performed, and state total billing amounts for the invoice period. TIRCP Invoice Package Guidance Page 3 a. Include only a single contractor invoice cover sheet as supporting documentation b. If the contractor addresses a brief description of work completed, this may be included as additional documentation, but should not replace the narrative summary of contractor charges. 8. If applicable, Describe any adjustments within the current invoice that are made to correct errors in previous invoicesThe Narrative Should Not Include: : If supporting documentation is confusing/redundant/non-value added, it should be left out of the invoice package. A clear, concise invoice will likely be processed faster than a long, convoluted invoice. 1. References to detailed subtask numbers not included in the program supplement 2. 4 The Narrative Should include:item 4.). 3. Contractor or invoice materials beyond the invoice cover sheet The Narrative Should include:8. a. Local agencies shall retain detailed contractor/subcontractor invoices in preparation for audit, but these are not needed to request reimbursement. 4. Subcontractor invoice materials. a. The local agency and contractors are still required to hire and administer contractors and subcontractors in accordance with the Master Agreement on file. 5. Detailed supporting information not referenced in the associated program supplement. 6. Email correspondence about specific charges. The comprehensive narrative summary should capture any discrepancies in invoice charges. Back to TIRCP Invoice Package Checklist Expenses are eligible for reimbursement only after the allocation has been approved by the CTC, and the Program Supplement has been executed. TIRCP Invoice Package Guidance Page 4 Local Agencies can begin incurring costs following the CTC vote; however, reimbursement cannot occur without an executed Program Supplement (contract). Costs incurred outside of the approved scope of work are ineligible for reimbursement. Figure 1 Periods During WhichCosts are Eligible for Reimbursement Back to TIRCP Invoice Package Checklist This guidance only applies to staff of local agencies working on the project. adhere to the same guidelines, they are not required to submit travel costs for reimbursement, as it is already captured in their contractor invoices to the local agency. Not all receipts are required when submitting travel invoices for reimbursement. Be sure to explain the relevance of the travel expense related to the project in the narrative summary. List staff expenses and provide receipts only when required by 2 CCR § 599.625.1: a. Receipts for all lodging, b. No receipts for meals. Local agency staff and contractors can claim the following per staff, per day of travel (maximum allowable rate) TIRCP Invoice Package Guidance Page 5 i. Breakfast $6 ii. Lunch $10 iii. Dinner $18 iv. Incidentals $6 c. Receipts for all airfare d. No receipts for train and bus travel under $25 e. Receipts for rental cars and gas for state vehicles and rental cars f. No receipts for parking and all other transit and taxis when they are under $10. Organize receipts on as few pages as possible, with numbered or lettered references to the list of receipts. Note: Receipts not required for invoices (contractor/subcontractor travel) shall be retained by local agency for three years after final invoice for auditing purposes, per Master Agreement (Article III, Section 2, Sub-Section B. Record Retention) Back to TIRCP Invoice Package Checklist TIRCP Invoice Package Guidance Page 6

Sacramento City CouncilJanuary 9, 2024

Sacramento City Council
January 9, 2024