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Attachment 1

GENERAL TERMS AND CONDITIONS

Revision Date: February 15, 2024 
 

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General Terms and Conditions 

Table of Contents

ATTACHMENT 1............................................................................................................................................. 7

ARTICLE 1: TERMS AND CONDITIONS .......................................................................................................... 7

1.1 General Terms and Conditions ..................................................................................................... 7

1.2 Project-Specific Terms and Conditions......................................................................................... 7

1.3 Program-Specific Clauses.............................................................................................................. 7

1.4 Exhibits.......................................................................................................................................... 8

ARTICLE 2: FRA ROLE AND RESPONSIBILITIES .............................................................................................. 8

2.1 FRA Role ........................................................................................................................................ 8

2.2 FRA Professional Staff................................................................................................................... 8

ARTICLE 3: RECIPIENT ROLE ......................................................................................................................... 9

3.1 Representations and Acknowledgments on the Project .............................................................. 9

3.2 Representations on Authority and Capacity ................................................................................. 9

3.3 FRA Reliance................................................................................................................................ 10

3.4 Project Delivery........................................................................................................................... 10

3.5 Rights and Powers Affecting the Project .................................................................................... 10

3.6 Notification of Changes to Key Personnel .................................................................................. 11

ARTICLE 4: AWARD AMOUNT, OBLIGATION, AND TIME PERIODS............................................................. 11

4.1 Federal Award Amount............................................................................................................... 11

4.2 Federal Obligations..................................................................................................................... 11

4.3 Maximum Funding Amount........................................................................................................ 11

4.4 Budget Period.............................................................................................................................. 11

4.5 Period of Performance................................................................................................................ 11

ARTICLE 5: STATEMENT OF WORK, SCHEDULE, AND BUDGET CHANGES.................................................. 11

5.1 Notification Requirement ........................................................................................................... 11

5.2 Scope and Statement of Work Changes ..................................................................................... 12

5.3 Schedule Changes....................................................................................................................... 12

5.4 Budget Changes .......................................................................................................................... 12

5.5 Project Cost Savings.................................................................................................................... 13

5.6 FRA Acceptance of Changes........................................................................................................ 13

ARTICLE 6: GENERAL REPORTING TERMS .................................................................................................. 14
 

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6.1 Alternative Reporting Methods.................................................................................................. 14

6.2 Paperwork Reduction Act Notice................................................................................................ 14

ARTICLE 7: PROGRESS AND FINANCIAL REPORTING.................................................................................. 14

7.1 Quarterly Project Progress Reports and Recertifications........................................................... 14

7.2 Final Progress Reports and Financial Information ...................................................................... 15

7.3 Real Property Reporting.............................................................................................................. 15

ARTICLE 8: PERFORMANCE MEASUREMENT AND REPORTING ................................................................. 15

8.1 Baseline Performance Measurement ......................................................................................... 15

8.2 Post-Project Performance Measurement................................................................................... 15

8.3 Project Outcomes Report............................................................................................................ 16

8.4 General Performance Measurement Requirements .................................................................. 16

8.5 Outcome Measurement and Reporting Survival ........................................................................ 16

ARTICLE 9: NONCOMPLIANCE AND REMEDIES .......................................................................................... 16

9.1 Noncompliance Determinations................................................................................................. 16

9.2 Remedies..................................................................................................................................... 17

9.3 Other Oversight Entities.............................................................................................................. 18

ARTICLE 10: AGREEMENT SUSPENSION AND TERMINATION .................................................................... 18

10.1 Suspension of Award Activities................................................................................................... 18

10.2 FRA Termination ......................................................................................................................... 19

10.3 Closeout Termination.................................................................................................................. 19

10.4 Post-Termination Adjustments................................................................................................... 19

10.5 Non-Terminating Events............................................................................................................. 19

ARTICLE 11: MONITORING, FINANCIAL MANAGEMENT, CONTROLS, AND RECORDS ...............................20

11.1 Recipient Monitoring and Record Retention.............................................................................. 20

11.2 Financial Records and Audits...................................................................................................... 20

11.3 Internal Controls......................................................................................................................... 21

11.4 FRA Record Access...................................................................................................................... 21

11.5 Site Visits..................................................................................................................................... 21

ARTICLE 12: CONTRACTING AND SUBAWARDING..................................................................................... 21

12.1 Buy America ................................................................................................................................ 21

12.2 Small and Disadvantaged Business Requirements ..................................................................... 22

12.3 Engineering and Design Services [Reserved] .............................................................................. 22

12.4 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment ...22
 

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12.5 Pass-Through Entity Responsibilities .......................................................................................... 22

12.6 Local Hiring Preference for Construction Jobs............................................................................ 22

12.7 Procurement ............................................................................................................................... 23

ARTICLE 13: COSTS, PAYMENTS, AND UNEXPENDED FUNDS .................................................................... 23

13.1 Limitation of Federal Award Amount ......................................................................................... 23

13.2 Project Costs ............................................................................................................................... 23

13.3 Timing of Project Costs ............................................................................................................... 23

13.4 Recipient Recovery of Federal Funds.......................................................................................... 23

13.5 Unexpended Agreement Federal Funds..................................................................................... 24

13.6 Interest Earned ........................................................................................................................... 24

13.7 Timing of Payments to the Recipient.......................................................................................... 24

13.8 Payment Method ........................................................................................................................ 24

13.9 Information Supporting Expenditures ........................................................................................ 24

13.10 Reimbursement Request Timing Frequency............................................................................... 24

13.11 Program Income.......................................................................................................................... 25

ARTICLE 14: PROPERTY AND EQUIPMENT ................................................................................................. 25

14.1 General Requirements................................................................................................................ 25

14.2 Relocation and Real Property Acquisition .................................................................................. 25

14.3 Use for Originally Authorized Purpose........................................................................................ 25

14.4 Maintenance ............................................................................................................................... 25

14.5 Real Property Disposition............................................................................................................ 26

14.6 Equipment Disposition................................................................................................................ 26

14.7 Recordkeeping ............................................................................................................................ 26

14.8 Encumbrance .............................................................................................................................. 26

ARTICLE 15: AMENDMENTS ....................................................................................................................... 26

15.1 Bilateral Amendments ................................................................................................................ 26

15.2 FRA Unilateral Amendments....................................................................................................... 26

15.3 Other Amendments .................................................................................................................... 27

ARTICLE 16: CLIMATE CHANGE AND ENVIRONMENTAL JUSTICE .............................................................. 27

16.1 Climate Change and Environmental Justice................................................................................ 27

ARTICLE 17: RACIAL EQUITY AND BARRIERS TO OPPORTUNITY ................................................................ 27

17.1 Racial Equity and Barriers to Opportunity .................................................................................. 27

ARTICLE 18: LABOR AND WORK................................................................................................................. 27
 

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18.1 Labor and Work........................................................................................................................... 27

18.2 OFCCP Mega Construction Project Program............................................................................... 28

ARTICLE 19: CRITICAL INFRASTRUCTURE SECURITY AND RESILIENCE ....................................................... 28

19.1 Critical Infrastructure Security and Resilience............................................................................ 28

ARTICLE 20: FEDERAL FINANCIAL ASSISTANCE, ADMINISTRATIVE, AND NATIONAL POLICY 

REQUIREMENTS .......................................................................................................................................... 28

20.1 Uniform Administrative Requirements for Federal Awards....................................................... 28

20.2 Federal Law and Public Policy Requirements ............................................................................. 29

20.3 Federal Freedom of Information Act .......................................................................................... 29

20.4 History of Performance............................................................................................................... 29

20.5 Whistleblower Protection........................................................................................................... 29

20.6 External Award Terms and Obligations....................................................................................... 29

20.7 Incorporated Certifications......................................................................................................... 30

ARTICLE 21: ASSIGNMENT.......................................................................................................................... 30

21.1 Assignment Prohibited................................................................................................................ 30

ARTICLE 22: WAIVER .................................................................................................................................. 30

22.1 Waivers ....................................................................................................................................... 30

ARTICLE 23: ADDITIONAL TERMS AND CONDITIONS ................................................................................. 31

23.1 Disclaimer of Federal Liability ..................................................................................................... 31

23.2 Environmental Review ................................................................................................................ 31

23.3 Project Maintenance Requirement............................................................................................. 32

23.4 Appropriations Act Requirements .............................................................................................. 32

23.5 Standards of Conduct.................................................................................................................. 32

23.6 Changed Conditions of Performance.......................................................................................... 33

23.7 Litigation ..................................................................................................................................... 33

23.8 Bipartisan Infrastructure Law Signage Guidelines...................................................................... 33

23.9 Equipment and Supplies ............................................................................................................. 33

23.10 Safety and Technology Data ....................................................................................................... 34

23.11 Intellectual Property ................................................................................................................... 34

23.12 Liquidation of Recipient Obligations........................................................................................... 34

ARTICLE 24: CONSTRUCTION AND DEFINITIONS ....................................................................................... 34

24.1 Agreement .................................................................................................................................. 34

24.2 Construction................................................................................................................................ 34
 

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24.3 Integration .................................................................................................................................. 35

24.4 Definitions................................................................................................................................... 35

24.5 Calendar Dates............................................................................................................................ 36

24.6 Communication in Writing.......................................................................................................... 36

ARTICLE 25: AGREEMENT EXECUTION AND EFFECTIVE DATE ................................................................... 36

25.1 Counterparts............................................................................................................................... 36

25.2 Effective Date.............................................................................................................................. 36

ARTICLE 26: PROGRAM-SPECIFIC CLAUSES................................................................................................ 36

26.1 Interstate Rail Compacts Grant Program.................................................................................... 36

26.2 Railroad Crossing Elimination Program Clauses ......................................................................... 38

26.3 Consolidated Rail Infrastructure and Safety Improvements Grants Clauses..............................41

26.4 Restoration and Enhancement Grants Clauses........................................................................... 43

26.5 Federal-State Partnership for Intercity Passenger Rail and Federal-State Partnership for State 

of Good Repair Clauses........................................................................................................................... 45
 

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ATTACHMENT 1

This Grant Agreement (Agreement) is between the Federal Railroad Administration (FRA) and the 

Recipient identified in Attachment 2: Project-Specific Terms and Conditions. This Agreement, including 

the Agreement cover sheet, this Attachment 1, Attachment 2, and Exhibits A–C, constitutes the entire 

Agreement between FRA and the Recipient regarding the Project as defined in Attachment 2. All prior 

discussions and understandings concerning the scope and subject matter of this agreement are 

superseded by this Agreement. 

This Agreement is governed by and subject to 2 C.F.R. part 200, Uniform Administrative Requirements, 

Cost Principles and Audit Requirements for Federal Awards, and the U.S. Department of Transportation 

(USDOT) implementing regulations at 2 C.F.R. part 1201. 

ARTICLE 1: TERMS AND CONDITIONS

1.1 General Terms and Conditions

This Attachment 1: General Terms and Conditions, is part of the Agreement between FRA and 

the Recipient. This Attachment 1 contains the standard terms and conditions governing the 

administration of this Agreement and the execution of the Project. The General Terms and 

Conditions incorporate by reference the information contained in Attachment 2 and the Exhibits 

to this Agreement. 

1.2 Project-Specific Terms and Conditions

Attachment 2: Project-Specific Terms and Conditions, is part of the Agreement between FRA and 

the Recipient. Attachment 2 contains Project-Specific Terms and Conditions, which may include 

special terms and conditions. 

1.3 Program-Specific Clauses

Article 26 of this Attachment 1 contains the applicable program-specific clauses. The Recipient 

will comply with the program-specific clauses below that are associated with the grant program 

identified in Attachment 2 of this Agreement. In the event that the Recipient’s grant is not 

authorized under a program listed below, Article 26 does not apply.

(a) For Projects funded under the Interstate Rail Compacts program (49 U.S.C. § 22910), 

the Recipient will comply with the program-specific clauses in Article 26.1.

(b) For Projects funded under the Railroad Crossing Elimination program (49 U.S.C. § 

22909), the Recipient will comply with the program-specific clauses in Article 26.2.

(c) For Projects funded under the Consolidated Rail Infrastructure and Safety 

Improvements program (49 U.S.C. § 22907), the Recipient will comply with the programspecific clauses in Article 26.3.

(d) For Projects funded under the Restoration and Enhancement program (49 U.S.C. § 

22908), the Recipient will comply with the program-specific clauses in Article 26.4.
 

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(e) For Projects funded under the Federal-State Partnership for Intercity Passenger Rail 

program (49 U.S.C. § 24911) and Federal-State Partnership for State of Good Repair (as 

authorized in Sections 11103 and 11302 of the Passenger Rail Reform and Investment Act 

of 2015 (Title XI of the Fixing America’s Surface Transportation (FAST) Act, Pub. L. No. 114-

94 (2015))), the Recipient will comply with the program-specific clauses in Article 26.5.

1.4 Exhibits

Exhibits A–C are part of the Agreement between FRA and the Recipient. The Recipient will 

comply with Exhibits A–C.

ARTICLE 2: FRA ROLE AND RESPONSIBILITIES

2.1 FRA Role

(a) FRA is responsible for funding disbursements to the Recipient under this Agreement. 

FRA will also conduct oversight and monitoring activities to assess Recipient progress 

against established performance goals and to assess compliance with terms and 

conditions, including the Statement of Work and other requirements of this Agreement. 

(b) If this award is made as a Cooperative Agreement, FRA will have substantial 

programmatic involvement. Substantial involvement means that, after award, technical, 

administrative, or programmatic staff will assist, guide, coordinate, or otherwise 

participate with the Recipient in Project activities. 

(c) If this award is made as a Grant, FRA will not have substantial programmatic 

involvement.

2.2 FRA Professional Staff 

FRA may provide professional staff to review work in progress, completed products, and to 

provide or facilitate access to technical assistance when it is available, feasible, and appropriate. 

FRA professional staff may include the following:

(a) Financial Analyst. The Financial Analyst will serve as the Recipient’s point of contact 

for systems (e.g., GrantSolutions and the Delphi eInvoicing System) access and 

troubleshooting as well as for financial monitoring. 

(b) Grant Manager. The Grant Manager will serve as the Recipient’s point of contact for 

grant administration and will oversee compliance with the terms and conditions in this 

Agreement. The Grant Manager reviews financial reports, performance reports, and works 

with the Project Manager to facilitate effective Project delivery. 

(c) Project Manager. The Project Manager will serve as the Recipient’s point of contact for 

the technical aspects of Project delivery. The Project Manager coordinates Project 

deliverable review, provides technical assistance to the Recipient, and generally assesses 

Project progress and performance.
 

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ARTICLE 3: RECIPIENT ROLE

3.1 Representations and Acknowledgments on the Project 

(a) The Recipient represents that:

(1) all material statements of fact in the Application were accurate when the 

Application was submitted and now; and

(2) the Recipient read and understands the terms and conditions in Attachment 1 

and Attachment 2 of this Agreement, the applicable program-specific clauses in 

Article 26 of this Attachment 1, and the information and conditions in the Exhibits.

(b) The Recipient acknowledges that:

(1) the terms and conditions impose obligations on the Recipient and that the 

Recipient’s non-compliance with the terms and conditions may result in remedial 

action, including terminating the Agreement, disallowing costs incurred for the 

Project, requiring the Recipient to refund Federal contributions to FRA, and 

reporting the non-compliance in the Federal-government-wide integrity and 

performance system. Recipient acknowledges that the terms and conditions 

impose such obligations on the Recipient whether the award is made as a 

Cooperative Agreement, Grant Agreement, or Phased Funding Agreement.

(2) The Recipient acknowledges that the requirements of this Agreement apply to 

the entire Project, including Project costs satisfied from sources other than

Agreement Federal Funds.

(c) By entering into this Agreement with FRA, the Recipient agrees to comply with the 

terms and conditions in Attachment 1 and Attachment 2, including applicable programspecific clauses in Article 26 of this Attachment 1, Exhibits A–C, and all applicable Federal 

laws and regulations, including those identified in this Agreement. The Recipient will 

ensure compliance with all terms of this Agreement and all of its parts for all tiers of 

subawards and contracts under this Agreement, as appropriate. The Recipient 

understands that the terms and conditions of this Agreement apply regardless of whether 

the award is made as a Cooperative Agreement, Grant Agreement, or Phased Funding 

Agreement.

3.2 Representations on Authority and Capacity 

The Recipient represents that:

(a) it has the legal authority to receive Federal financial assistance under this Agreement;

(b) it has the legal authority to complete the Project;

(c) all representations and warranties made in the Federal System for Awards 

Management (SAM.gov) and in the Application are true and correct;
 

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(d) it has the capacity, including legal, technical, institutional, managerial, and financial 

capacity, to comply with its obligations under this Agreement and complete the Project;

(e) the Non-Federal Funds listed in Article 6 of Attachment 2 of this Agreement are 

committed to fund the Project; 

(f) it has sufficient funds available to ensure that equipment and infrastructure funded 

under this Agreement will be operated and maintained in compliance with this Agreement 

and applicable Federal law; 

(g) it has sufficient funds available to ensure that operations funded under this agreement 

are conducted in compliance with this Agreement and applicable Federal law; and

(h) the individual executing this agreement on behalf of the Recipient has the legal 

authority to enter this Agreement and make the statements and certifications in this 

Agreement on behalf of the Recipient.

3.3 FRA Reliance 

The Recipient acknowledges that:

(a) FRA relied on statements of fact in the Application and SAM.gov to select the Project 

to receive this award;

(b) FRA relied on statements of fact in the Application, SAM.gov, and this Agreement to 

determine that the Recipient and the Project are eligible to receive financial assistance 

under this Agreement;

(c) FRA relied on statements of fact in the Application, SAM.gov, and this Agreement to 

determine that the Recipient has the legal authority to implement the Project; and

(d) FRA relied on statements of fact in both the Application and this Agreement to 

establish the terms of this Agreement; and

(e) FRA’s selection of the Project to receive this award may have prevented awards to 

other eligible applicants.

3.4 Project Delivery

(a) The Recipient will implement and complete the Project to FRA’s satisfaction under the 

terms of this Agreement.

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

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

3.5 Rights and Powers Affecting the Project

(a) The Recipient will not take or permit any action that deprives it of any rights or powers 

necessary to the Recipient’s performance under this Agreement without written approval 

of FRA.
 

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(b) The Recipient will act promptly, in a manner acceptable to FRA, to acquire, extinguish, 

or modify any outstanding rights or claims of right of others that would interfere with the 

Recipient’s performance under this Agreement.

3.6 Notification of Changes to Key Personnel 

The Recipient will notify the FRA Grant Manager in writing within 30 days of any change in key 

personnel who are identified in the Application, which may require an amendment to this 

Agreement.

ARTICLE 4: AWARD AMOUNT, OBLIGATION, AND TIME PERIODS

4.1 Federal Award Amount 

Under this Agreement, FRA awards a Grant to the Recipient in the amount that is the 

Agreement Federal Funds in Article 6.1 of Attachment 2 of this Agreement.

4.2 Federal Obligations 

This Agreement obligates for the budget period the amount that is the Agreement Federal 

Funds in Article 6.1 of Attachment 2 of this Agreement.

4.3 Maximum Funding Amount 

This Agreement funds the Project at the lesser amount of the Agreement Federal Funds in 

Article 6.1 of Attachment 2 of this Agreement, or the FRA maximum contribution percentage of 

the total Project cost identified in Article 6.5 of Attachment 2 of this Agreement.

4.4 Budget Period

The budget period for this award begins on the date of this Agreement and ends on the end 

date that is listed in Section 5 on the Agreement cover sheet. In this Agreement, “budget 

period” is used as defined at 2 C.F.R. § 200.1.

4.5 Period of Performance 

The Period of Performance for this award is listed in Section 4 on the Agreement cover sheet. In 

this Agreement, “Period of Performance” is used as defined at 2 C.F.R. § 200.1.

ARTICLE 5: STATEMENT OF WORK, SCHEDULE, AND BUDGET CHANGES

5.1 Notification Requirement 

The Recipient will notify the FRA Grant Manager and Project Manager by electronic 

correspondence within 30 days of any change in circumstances or commitments that adversely 

affect the Recipient’s plan to complete the Project, including change in authority. In that 

notification, the Recipient will describe the change and what actions the Recipient has taken or 

plans to take to ensure completion of the Project. This notification requirement under this 

Section 5.1 is separate from any requirements under this Article 5 that the Recipient request an 

amendment to this Agreement.
 

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5.2 Scope and Statement of Work Changes 

If the Project’s activities differ from the activities described in Article 4 of Attachment 2 of this 

Agreement, then the Recipient will notify FRA in writing of the change, which may require an 

amendment to this Agreement. 

5.3 Schedule Changes 

If one or more of the following conditions are satisfied, then the Recipient will request an 

amendment to this Agreement to update the Estimated Project Schedule in Section 5.2 of 

Attachment 2 of this Agreement:

(a) a completion date for the Project or a component of the Project is listed in the 

Estimated Project Schedule in Section 5.2 of Attachment 2 of this Agreement and the 

Recipient’s estimate for that milestone changes to a date that is more than six months 

after the date listed;

(b) a schedule change would require the budget period to continue after the end of the 

budget period defined in Section 4.4; or

(c) a schedule change would require the Period of Performance to continue after the end 

of the Period of Performance defined in Section 4.5. The Recipient must submit requests 

to extend the Period of Performance not later than 90 days before the end of the Period 

of Performance.

For other schedule changes, the Recipient will notify the Grant Manager in writing.

5.4 Budget Changes

(a) The Recipient acknowledges that if the cost of completing the Project increases:

(1) that increase does not affect the Recipient’s obligation under this Agreement 

to complete the Project; 

(2) any additional funds the Recipient contributes to complete the Project are 

subject to the requirements of this Agreement in the same manner as the NonFederal Funds identified in Article 6.5 of Attachment 2 of this Agreement; and

(3) FRA will not increase the amount of this award to address any funding 

shortfall.

(b) The Recipient will notify FRA in writing if the total Project cost, as described in Table 6-

A of Attachment 2 of this Agreement, amount increases, which may result in an 

amendment to this Agreement.

(c) The Recipient will notify FRA in writing if the Non-Federal Funds amount decreases, 

which may result in an amendment to this Agreement. 

(d) For all other budget changes, the Recipient will follow the applicable procedures and 

document the changes in writing.
 

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5.5 Project Cost Savings

(a) If there are Project Cost Savings, then the Recipient may notify FRA in writing of its 

intent to include in the Project and complete with the Project Cost Savings the additional 

activities within the scope of this award that are specified in the Additional Task(s) in 

Article 4 of Attachment 2 of this Agreement. The Recipient will complete the Additional 

Task(s) after FRA provides a written approval. An amendment to this Agreement is not 

required to proceed with the Additional Task(s).

(b) If there are Project Cost Savings, and there are not Additional Task(s) identified in 

Article 4 of Attachment 2 of this Agreement, then the Recipient may propose a new task 

that is within the scope of this award and request an amendment to add the new task to 

this Agreement and complete it with Project Cost Savings. 

(c) In this Agreement, “Project Cost Savings” means the difference between the actual 

costs to complete the Project and the estimated total Project cost listed in Section 6.5 of 

Attachment 2 of this Agreement, if after the Recipient completes the tasks identified in 

Article 4 of Attachment 2 of this Agreement to FRA’s satisfaction, the actual Project costs 

are less than the estimated total Project costs. There are no Project Cost Savings prior to 

completion of the Project or if the actual costs to complete the Project are equal to or 

greater than the total Project cost listed in Section 6.5 of Attachment 2 of this Agreement.

(d) If there are Project Cost Savings and either the Recipient does not make a proposal or 

FRA does not accept the Recipient’s proposal under (a) of this Section 5.5, then:

(1) The Recipient will provide written notice to FRA and reduce the Federal Share 

by the Project Cost Savings, which may result in an amendment to this 

Agreement; and

(2) If the reduced Federal Share reduces this award and the Recipient received 

reimbursed costs exceeding the appropriate amount under the reduced award, 

the Recipient will refund the difference between the reimbursed costs and the 

reduced award.

(e) In this Agreement, “Federal Share” means the sum of the Agreement Federal Funds 

and Other Federal Funds amounts that are identified in the Approved Project Budget in 

Section 6.5 of Attachment 2 of this Agreement.

(f) The Recipient acknowledges that amounts that are required to be refunded under this 

Section constitute a debt to the Federal Government that FRA may collect under 2 C.F.R. § 

200.346 and the Federal Claims Collection Standards (31 C.F.R. parts 900–999).

5.6 FRA Acceptance of Changes 

FRA may accept or reject changes requested under this Article 5, and in doing so may elect to 

consider only the interests of the grant program and FRA. The Recipient acknowledges that any 

request under this Article 5 does not amend, modify, or supplement this Agreement unless FRA 
 

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accepts the request and the parties amend this Agreement under Section 15.1 of this 

Attachment 1.

ARTICLE 6: GENERAL REPORTING TERMS

6.1 Alternative Reporting Methods 

FRA may establish processes for the Recipient to submit reports required by this Agreement, 

including electronic submission processes. If the Recipient is notified of those processes in 

writing, the Recipient will use the processes required by FRA.

6.2 Paperwork Reduction Act Notice 

Under 5 C.F.R. § 1320.6, the Recipient is not required to respond to a collection of information 

that does not display a currently valid control number issued by the Office of Management and 

Budget (OMB). Notwithstanding any other term of this Agreement, the due date for any 

information collections required under this Agreement, including the reporting requirements in 

Articles 7 and 8, is the later of (1) the due date stated with the requirement and (2) the 30th day 

after OMB approves that information collection.

ARTICLE 7: PROGRESS AND FINANCIAL REPORTING

7.1 Quarterly Project Progress Reports and Recertifications

(a) On or before the 30th day of the first month of each quarter and until the end of the 

Period of Performance, the Recipient will submit to FRA through GrantSolutions a 

complete FRA Form 341 Quarterly Project Progress Report and Recertification that 

contains, for the previous quarter:

(1) a certification that the Recipient is in compliance with 2 C.F.R. § 200.303 

(Internal Controls) and 2 C.F.R. part 200, Subpart F (Audit Requirements); 

(2) the certification required under 2 C.F.R. § 200.415(a); and

(3) a certification that the Recipient is complying with any environmental 

mitigation commitments and Section 106 compliance obligations.

If the date of this Agreement is in the final month of a quarter, then the Recipient will 

submit the first Quarterly Project Progress Report and Recertification in the quarter that 

begins after the date of this Agreement.

(b) On or before the 30th day of the first month of each quarter and until the end of the 

Period of Performance, the Recipient will submit to FRA through GrantSolutions a Federal 

Financial Report (SF-425) covering the previous quarter.

1 FRA Form 34 is available at https://railroads.dot.gov/grant-administration/reporting-requirements/fra-reports 
 

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7.2 Final Progress Reports and Financial Information 

No later than 120 days after the end of the Period of Performance, the Recipient will submit:

(a) a final Quarterly Project Progress Report and Recertification in the format and with 

the content described in Section 7.1(a) of this Attachment 1 for each Quarterly Project 

Progress Report and Recertification;

(b) a final SF-425 through GrantSolutions;

(c) a Final Performance Report FRA Form 33 as provided by FRA2 ; and

(d) any other information required under FRA’s award closeout procedures.

7.3 Real Property Reporting 

The Recipient will comply with the reporting obligations in 2 C.F.R. § 200.330, as directed by 

FRA.

ARTICLE 8: PERFORMANCE MEASUREMENT AND REPORTING

8.1 Baseline Performance Measurement

Within one year before the start of work on the Project, the Recipient will collect baseline data 

for each performance measure that is identified in Article 7 of Attachment 2 of this Agreement. 

Within six months of the start of the Period of Performance, the Recipient will submit to FRA a 

Baseline Performance Measurement Report that describes the data collected, the dates when 

the data were collected, the data sources, assumptions, variability, and estimated levels of 

precision for each performance measure. The Recipient will also provide FRA access to the data 

collected in machine-readable format.

8.2 Post-Project Performance Measurement

For each performance measure that is listed in Article 7 of Attachment 2 of this Agreement, the 

Recipient will collect data and submit to FRA a Post-Project Performance Measurement Report 

that describes the data collected, the dates when the data were collected, the data sources, 

assumptions, variability, and estimated levels of precision for each performance measure, at the 

frequency and for the duration identified in Article 7 of Attachment 2 of this Agreement. The 

Recipient will also provide FRA access to the data collected in machine-readable format. If an 

external factor affects a performance measure, the Recipient will identify that external factor in 

the Post-Project Performance Measurement Report and discuss the external factor’s influence 

on the performance measure. In the Post-Project Performance Report, the Recipient will 

compare the actual project performance against the pre-project (baseline) performance and 

expected post-project performance as described in Table 7-A of Attachment 2 of this 

Agreement.

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FRA Form 33 is available at https://railroads.dot.gov/grant-administration/reporting-requirements/fra-reports 
 

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8.3 Project Outcomes Report 

Where indicated in Article 7 of Attachment 2 of this Agreement, the Recipient will submit to 

FRA, not later than January 31st of the year that follows the final year during which data were 

collected, a Project Outcomes Report that contains:

(a) an analysis of the impacts of the Project, including a comparison of the baseline 

performance measurement data collected under Section 8.1 of this Attachment 1 with the 

post-project performance measurement data that the Recipient reported in the final PostProject Performance Measurement Report required under Section 8.2 of this Attachment 

1;

(b) for each performance measure that is identified in Article 7 of Attachment 2 of this 

Agreement, an analysis of the accuracy of the projected outcome; and

(c) all data collected under Sections 8.1 and 8.2 of this Attachment 1;

(d) additional information as directed.

8.4 General Performance Measurement Requirements 

The Recipient will ensure that all data collection for each performance measure identified in 

Article 7 of Attachment 2 of this Agreement is completed in a manner consistent with the 

description, location, and other attributes associated with that performance measure.

8.5 Outcome Measurement and Reporting Survival 

The data collection and reporting requirements in Article 8 of this Attachment 1 survive the 

termination of this Agreement. FRA may consider the Recipient’s compliance with this 

requirement after closeout of the grant in its evaluation of future applications for Federal 

financial assistance. 

ARTICLE 9: NONCOMPLIANCE AND REMEDIES

9.1 Noncompliance Determinations

(a) Notice of Proposed Determination. If FRA determines that the Recipient may have 

failed to comply with the United States Constitution, Federal law, or the terms and 

conditions of this Agreement, FRA will notify the Recipient of a proposed determination of 

noncompliance through a written notice that:

(1) explains the noncompliance;

(2) describes a proposed remedy that is consistent with Section 9.2 of this 

Attachment 1;

(3) describes the process and form in which the Recipient may respond to the 

notice that is consistent with Section 9.1(b) of this Attachment 1; and 
 

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(4) if applicable, provides the Recipient an opportunity to cure the noncompliance

or take corrective action.

(b) Response to Notice of Proposed Determination. The Recipient may, not later than 7 

days after receiving the notice of proposed determination of noncompliance, respond to 

that notice in the form and through the process described in that notice. In its response, 

the Recipient may:

(1) accept the proposed remedy;

(2) acknowledge the noncompliance, but propose an alternative remedy; 

(3) acknowledge the noncompliance and agree to cure or take corrective action; 

or

(4) dispute the noncompliance.

To dispute the noncompliance, the Recipient must include in its response sufficient 

documentation or other information supporting the Recipient’s compliance.

(c) Notice of Final Determination. After considering the Recipient’s response or failure to 

timely respond under Section 9.1(b) of this Attachment 1, FRA will make a final 

determination. To make a final determination, FRA must provide a written notice to the 

Recipient that:

(1) states what the final determination is (e.g., noncompliance or compliance); 

(2) states the basis for the final determination; and 

(3) describes the remedy that FRA is imposing, if applicable, or if FRA is not 

imposing a remedy, describes the resolution to the proposed determination of 

noncompliance, including whether the Recipient has cured or corrected the 

noncompliance.

(d) If FRA determines the noncompliance is one that cannot be addressed while work on 

the Project is ongoing, in the notice of proposed determination or in the notice of final 

determination, FRA will direct the Recipient to stop work. The Recipient will stop work and 

will direct any Subrecipients or contractors to stop work immediately upon receipt of a 

notice to stop work from FRA.

(e) FRA may consider the public interest in making a determination of noncompliance and 

imposing a remedy.

9.2 Remedies

(a) If FRA makes a final determination of noncompliance under Section 9.1(c) of this 

Attachment 1, FRA may impose a remedy, including:

(1) additional conditions on the award;

(2) requiring the Recipient to prepare and implement a corrective action plan;
 

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(3) directing the Recipient to stop work;

(4) any remedy permitted under 2 C.F.R. §§ 200.339–200.340, including 

withholding of payments; disallowance of previously reimbursed costs, requiring 

refunds from the Recipient to FRA; suspension or termination of the award; or 

suspension and disbarment under 2 C.F.R. part 180; or

(5) any other remedy legally available.

(b) The Recipient acknowledges that any amounts FRA requires the Recipient to refund to 

FRA under this Section 9.2 constitute a debt to the Federal Government that FRA may 

collect under 2 C.F.R. § 200.346 and the Federal Claims Collection Standards (31 C.F.R. 

parts 900–999).

(c) Other Remedies. The termination authority under Article 10 of this Attachment 1 

supplements and does not limit FRA’s remedial authority under this Article 9 or 2 C.F.R. 

part 200, including 2 C.F.R. §§ 200.339-200.240. FRA reserves the right to seek any 

appropriate remedy or otherwise enforce the terms and conditions of this Agreement as 

authorized by law.

9.3 Other Oversight Entities 

Nothing in Article 9 of this Attachment 1 limits any party’s authority to report activity under this 

agreement to the United States Department of Transportation Inspector General or other 

appropriate oversight entities.

ARTICLE 10: AGREEMENT SUSPENSION AND TERMINATION

10.1 Suspension of Award Activities

(a) If FRA determines that the remedy for noncompliance imposed under Article 9 of this 

Agreement does not achieve the desired result or is unlikely to improve compliance or 

performance, FRA may suspend activities under this Agreement pending corrective action 

by the Recipient or termination.

(b) If FRA suspends activities under this Agreement, FRA will notify the Recipient in 

writing of the following, which may be included in the determinations of non-compliance 

under Section 9.1 of this Attachment 1:

(1) what project activities, if any, will take place during the period of suspension;

(2) what costs FRA will reimburse if the suspension is lifted and the award 

resumed; 

(3) what corrective actions must occur during the suspension; and

(4) FRA’s intent to terminate the award under this Article 10 if the Recipient does 

not meet the conditions of the remedial action.
 

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(c) The duration of the temporary suspension of activities under the Agreement should be 

commensurate with the corrective action needed, but should not exceed 120 days at the 

outset. If the Recipient is not making sufficient progress in correcting the noncompliance, 

FRA must consider both financial and programmatic requirements in determining the 

appropriate extension to avoid the need for termination.

10.2 FRA Termination

(a) FRA may terminate this Agreement and all its obligations under this Agreement if any

of the following occurs:

(1) the Recipient fails to obtain or contribute the required Non-Federal Funds, or 

alternatives approved by FRA, as provided in this agreement and consistent with 

Article 6 of Attachment 2 of this Agreement;

(2) the Recipient fails to meet a milestone by six months after the completion 

date listed in Article 5 of Attachment 2 of this Agreement and the Recipient fails 

to request an amendment to this Agreement pursuant to Section 5.3 of this

Attachment 1;

(3) the Recipient fails to comply with the terms and conditions of this Agreement;

(4) there are changes to the Project that FRA determines are inconsistent with 

FRA’s basis for selecting the Project to receive the award; or

(5) FRA determines that termination of this Agreement is in the public interest.

(b) The Recipient may request that FRA terminate the Agreement, which may result in 

FRA determining noncompliance and imposing remedies pursuant to Article 9 of this 

Attachment 1.

10.3 Closeout Termination

(a) This Agreement terminates on Project Closeout.

(b) In this Agreement, “Project Closeout” means the date that FRA notifies the Recipient 

that the award is closed out. Under 2 C.F.R. § 200.344, Project Closeout should occur no 

later than one year after the end of the Period of Performance.

10.4 Post-Termination Adjustments 

The Recipient acknowledges that under 2 C.F.R. §§ 200.345–200.346, termination of this

Agreement does not extinguish FRA’s authority to disallow costs, including costs that FRA 

reimbursed before termination, and recover funds from the Recipient.

10.5 Non-Terminating Events

(a) The end of the budget period described under Section 4.4 of this Attachment 1 does 

not terminate this Agreement or the Recipient’s obligations under this Agreement.
 

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(b) The end of the Period of Performance described under Section 4.5 of this Attachment 

1 does not terminate this Agreement or the Recipient’s obligations under this Agreement.

ARTICLE 11: MONITORING, FINANCIAL MANAGEMENT, CONTROLS, AND RECORDS

11.1 Recipient Monitoring and Record Retention

(a) The Recipient will monitor activities under this award, including activities under 

subawards and contracts, to ensure:

(1) that those activities comply with this agreement; and

(2) that funds provided under this award are not expended on costs that are not 

allowable under this award or not allocable to this award.

(b) If the Recipient makes a subaward under this award, the Recipient will monitor the 

activities of the Subrecipient in compliance with 2 C.F.R. §200.332(d).

(c) The Recipient will retain and provide access to records relevant to the award during 

the course of the Project and for three years after closeout or longer, as required under 2 

C.F.R. § 200.334

(d) The Recipient will adhere to the recording and recordkeeping requirements set forth 

in 2 C.F.R. §§ 200.334–200.338. Project Closeout does not alter these requirements.

11.2 Financial Records and Audits

(a) The Recipient will keep all Project accounts and records that fully disclose the amount 

and disposition by the Recipient of the award funds, the total cost of the Project, and the 

amount or nature of that portion of the cost of the Project supplied by other sources, and 

any other financial records related to the Project.

(b) The Recipient will keep accounts and records described under Section 11.2(a) of this 

Attachment 1 in accordance with a financial management system that meets the 

requirements of 2 C.F.R. §§ 200.301–200.303 and 2 C.F.R. part 200, subpart F and will 

facilitate an effective audit in accordance with 31 U.S.C. §§ 7501–7506.

(c) The Recipient will separately identify expenditures under the award in financial 

records required for audits under 31 U.S.C. §§ 7501–7506. Specifically, the Recipient will:

(1) list expenditures separately on the schedule of expenditures of Federal 

awards required under 2 C.F.R. part 200, subpart F, including the fiscal year in the 

format “FY 202X” in the program name; and

(2) list expenditures on a separate row under Part II, Item 1 (Federal Awards 

Expended During Fiscal Period) of Form SF-SAC, including “FY 202X” in Column C 

(Additional Award Identification).
 

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(d) If the Recipient expends $750,000 or more in Federal awards during the Recipient’s 

fiscal year, a single or program audit will be conducted for that year, consistent with 2 

C.F.R. §§ 200.501(a) and 200.512(c).

11.3 Internal Controls 

The Recipient will establish and maintain internal controls as required under 2 C.F.R. § 200.303.

11.4 FRA Record Access 

FRA may access Recipient records related to this award under 2 C.F.R. § 200.337.

11.5 Site Visits 

FRA may conduct site visits to review Project activities, accomplishments, and management 

control systems and to provide technical assistance to the Recipient. The Recipient will provide 

or ensure reasonable, safe, and convenient access to FRA for any such site visit. FRA will conduct 

all site visits in such a manner as will not unduly delay work conducted by the Recipient, 

Subrecipient, or contractor. 

ARTICLE 12: CONTRACTING AND SUBAWARDING

12.1 Buy America

(a) For infrastructure projects, steel, iron, manufactured goods, and construction 

materials used in the Project are subject to the domestic preference requirement at § 

70914 of the Build America, Buy America Act (Buy American Act), Pub. L. No. 117-58, div. 

G, tit. IX, subtit. A, 135 Stat. 429, 1298 (2021) and 2 C.F.R. part 184, as implemented by 

OMB, USDOT, and FRA. The Recipient acknowledges that this Agreement is neither a 

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

(b) For all other projects, the Recipient’s acquisition of steel, iron, and manufactured 

goods with funding provided through this Agreement is subject to the requirements set 

forth in the Buy American Act, 41 U.S.C. §§ 8301-8305. The Recipient also represents that 

it has never been convicted of violating the Buy American Act nor will it make funding 

received under this Agreement available to any person or entity who has been convicted 

of violating the Buy American Act.

(c) Under this Section, “infrastructure project” has the definition provided in 2 C.F.R. § 

184.3. 

(d) Under 2 C.F.R. § 200.322, as appropriate and to the extent consistent with law, the 

Recipient should, to the greatest extent practicable under this award, provide a 

preference for the purchase, acquisition, or use of goods, products, or materials produced 

in the United States. The Recipient shall include the requirements of 2 C.F.R. § 200.322 in 

all subawards including all contracts and purchase orders for work or products under this 

award.
 

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12.2 Small and Disadvantaged Business Requirements 

The Recipient will expend all funds under this award in compliance with the requirements at 2 

C.F.R. § 200.321 (Contracting with small and minority businesses, women’s business enterprises, 

and labor surplus area firms), and to the extent applicable, 49 C.F.R. part 26 (Participation by 

disadvantaged business enterprises in Department of Transportation financial assistance 

programs).

12.3 Engineering and Design Services [Reserved]

12.4 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment 

The Recipient acknowledges that Section 889 of Pub. L. No. 115-232 and 2 C.F.R. § 200.216 

prohibit the Recipient and all Subrecipients from procuring or obtaining certain 

telecommunications and video surveillance services or equipment under this award.

12.5 Pass-Through Entity Responsibilities 

(a) If the Recipient makes a subaward under this award, the Recipient will comply with 

the requirements for pass-through entities under 2 C.F.R. parts 200 and 1201, including 2 

C.F.R. §§ 200.331–200.333, regardless of whether the Recipient is also a Pass-Through 

Entity as defined in 2 C.F.R. § 200.1. 

(b) The Recipient will report any subaward obligation of $25,000 or more in Federal funds 

in USASpending.gov consistent with the Federal Funding Accountability and Transparency 

Act, Pub. L. 109-282.

(c) The Recipient is accountable for performance under this award, the appropriate 

expenditure of funds, and other requirements under this Agreement. The Recipient is 

responsible for any non-compliance under the award and for compliance with any 

remedies imposed. 

12.6 Local Hiring Preference for Construction Jobs 

Under Section 25019 of the Infrastructure Investment and Jobs Act, Pub. L. No. 117-58, div. B, 

tit. V (2021), a Recipient or Subrecipient may implement a local or other geographical or 

economic hiring preference relating to the use of labor for construction of a project funded by 

this grant if funded under title 49 or 23 United States Code, including prehire agreements, 

subject to any applicable State and local laws, policies, and procedures. The use of such a local 

or other geographical or economic hiring preference in any bid for a contract for the 

construction of a project funded by this grant shall not be considered to unduly limit 

competition. Project labor agreements should be consistent with the definition and standards 

outlined in Executive Order 13502. The Recipient will document its consideration of Local Hiring 

Preference for Construction Jobs related to the Project in Article 11 of Attachment 2 of this 

Agreement. For additional information, see 

https://www.transportation.gov/sites/dot.gov/files/2023-05/Creating-Local-ConstructionWorkforce.pdf. 
 

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12.7 Procurement 

The Recipient may acquire property, goods, or services in connection with the Project. If the 

Recipient is a State, then it will use its own procurement procedures that reflect applicable State 

laws and regulations in compliance with 2 C.F.R. § 200.317. A Subrecipient of a State will follow 

the policies and procedures allowed by that State when procuring property and services under 

this award consistent with 2 C.F.R. § 1201.317, notwithstanding 2 C.F.R. § 200.317. An entity 

that is not a State or Subrecipient of a State will comply with 2 C.F.R. §§ 200.318–200.327, and 

applicable supplementary USDOT or FRA directives and regulations. The Recipient will provide 

technical specifications and requirements to FRA for review upon request.

ARTICLE 13: COSTS, PAYMENTS, AND UNEXPENDED FUNDS

13.1 Limitation of Federal Award Amount 

Under this award, FRA will not provide funding in an amount greater than the Agreement 

Federal Funds. The Recipient acknowledges that FRA is not liable for payments exceeding that 

amount, and the Recipient will not request reimbursement of costs exceeding that amount.

13.2 Project Costs 

This award is subject to the cost principles at 2 C.F.R. part 200, subpart E, including provisions on 

determining allocable costs and determining allowable costs.

13.3 Timing of Project Costs

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

period.

(b) The Recipient will not charge to this award costs that were incurred before the date of 

this Agreement unless those costs are identified as approved pre-award costs in Section 

6.6 of Attachment 2 of this Agreement and would have been allowable if incurred during 

the budget period. This limitation applies to pre-award costs under 2 C.F.R. § 200.458. This 

agreement hereby terminates and supersedes any previous FRA approval for the Recipient 

to incur costs under this award for the Project. Section 6.6 of Attachment 2 of this 

Agreement is the exclusive FRA approval of costs incurred before the date of this 

Agreement.

(c) The Recipient may request approval of pre-award costs in a written request that 

demonstrates the purpose and amount of the costs, compliance with 2 C.F.R. § 200.458, 

and whether such costs would otherwise serve as Non-Federal Funds. 

13.4 Recipient Recovery of Federal Funds 

The Recipient will make all reasonable efforts, including initiating litigation, if necessary, to 

recover Federal funds if FRA determines, after consultation with the Recipient, that those funds 

have been spent fraudulently, wastefully, or in violation of Federal laws, or misused in any 

manner. The Recipient will not enter a settlement or other final position, in court or otherwise, 

involving the recovery of funds under the award unless approved in advance in writing by FRA.
 

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13.5 Unexpended Agreement Federal Funds 

Any Agreement Federal Funds that are obligated but not expended on allocable, allowable costs 

remain the property of the United States.

13.6 Interest Earned 

Interest earned on advances of Agreement Federal Funds is not program income.

13.7 Timing of Payments to the Recipient

(a) Reimbursement is the payment method, unless otherwise approved by FRA.

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

entered into an obligation for that cost.

13.8 Payment Method

(a) The Recipient will use the DELPHI e-Invoicing System 

(https://www.dot.gov/cfo/delphi-einvoicing-system.html) to request reimbursement 

under this award. FRA will provide access to that system upon request by the Recipient.

(b) FRA may deny a payment request that is not submitted using the method identified in 

this Section.

13.9 Information Supporting Expenditures

(a) When requesting reimbursement of costs incurred or credit for cost share incurred, 

the Recipient will electronically submit the SF 270 (Request for Advance or 

Reimbursement) and will submit supporting cost detail to document clearly all costs 

incurred. As supporting cost detail, the Recipient will include a detailed breakout of all 

costs incurred and classify all costs by task and by Agreement Federal Funds and 

Agreement Non-Federal Funds. 

(b) Unless FRA and the Recipient agree otherwise in writing, the Recipient will ensure that 

the proportion of expenditure of Agreement Federal Funds to Agreement Non-Federal 

Funds is not more than the maximum percent of total Project cost FRA will contribute 

identified in Section 6.5 of Attachment 2 of this Agreement. The Recipient will ensure the 

proportional expenditure of funds is reflected in the detailed breakout of costs supporting 

the SF 270. 

(c) If the Recipient submits a request for reimbursement that FRA determines does not 

include or is not supported by sufficient detail, FRA may deny the request or withhold 

processing the request until the Recipient provides sufficient detail.

13.10 Reimbursement Request Timing Frequency 

The Recipient will request reimbursement as needed to maintain cash flow sufficient to timely 

complete the Project. The Recipient will not submit any single payment request exceeding 

$99,999,999.99. The Recipient will not submit a payment request exceeding $50,000,000.00 

unless the Recipient notifies FRA six days before submitting the request.
 

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13.11 Program Income 

The Recipient is encouraged to earn income to defray Project costs, where appropriate, and will 

work with FRA to determine how income may be applied to the grant, in accordance with 2 

C.F.R. § 200.307 and 2 C.F.R. § 1201.80. Program income not deducted from total allowable 

costs may be used only for the purposes and under the terms and conditions established in this 

Agreement. The Recipient will maintain records of all program income.

ARTICLE 14: PROPERTY AND EQUIPMENT

14.1 General Requirements 

The Recipient will comply with the property standards of 2 C.F.R. §§ 200.310–200.316 and will 

ensure compliance with these standards for all tiers of subawards and contracts under this

award.

14.2 Relocation and Real Property Acquisition 

The Recipient will comply with the land acquisition policies and relocation requirements in 42 

U.S.C. § 4601 et seq. and 49 C.F.R. part 24, subparts A–F, as applicable. At a minimum, under 

this section, the Recipient will:

(a) comply with the land acquisition policies in 49 C.F.R. part 24, subpart B and will pay or 

reimburse property owners for necessary expenses as specified in that subpart;

(b) provide a relocation assistance program offering the services described in 49 C.F.R. 

part 24, subpart C and provide reasonable relocation payments and assistance to 

displaced persons as required in 49 C.F.R. part 24, subparts D–E; and

(c) make available to displaced persons comparable replacement dwellings in accordance 

with 49 C.F.R. part 24, subpart E.

(d) provide to FRA a real estate acquisition and management plan prior to beginning real 

property acquisition if the Project is designated a Major Project in Article 1 of Attachment 

2 of this Agreement, or if the total Project cost in Section 6.5 of Attachment 2 of this 

Agreement is greater than $300 million and the Project is also receiving financial 

assistance from the Federal Transit Administration (FTA).

14.3 Use for Originally Authorized Purpose

The Recipient will ensure that property and equipment funded under this Agreement is used for 

the originally authorized purpose. If necessary to satisfy this obligation, the Recipient will enter 

into appropriate arrangements with the entity or entities using, or with the owner of right-ofway used by, the property and/or equipment funded under this Agreement.

14.4 Maintenance

The Recipient will ensure that any property, improvements to property, and any equipment 

funded under this Agreement are maintained in good working order and in accordance with FRA 

regulations, guidelines, and directives.
 

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14.5 Real Property Disposition 

In accordance with 2 C.F.R. § 200.311, when real property acquired or improved under this 

award is no longer used for its originally intended purpose, the Recipient will request disposition 

instructions from FRA.

14.6 Equipment Disposition

(a) In accordance with 2 C.F.R. §§ 200.313 and 1201.313, when equipment acquired

under this award is no longer needed for the Project:

(1) if the entity that acquired the equipment is a State or a Subrecipient of a 

State, that entity will dispose of that equipment in accordance with State laws and 

procedures; and

(2) if the entity that acquired the equipment is neither a State nor a Subrecipient

of a State, that entity will request disposition instructions from FRA.

(b) In accordance with 2 C.F.R. §200.443(d), the distribution of the proceeds from the 

disposition of equipment must be made in accordance with 2 C.F.R. §§ 200.313–200.316 

and 2 C.F.R. § 1201.313.

14.7 Recordkeeping

The Recipient will keep records regarding the operation and maintenance of property, 

improvements to property, equipment, and supplies funded under this Agreement and will 

provide them to FRA upon request.

14.8 Encumbrance

The Recipient will not create an obligation, such as a transfer of title, lease, lien, mortgage, or 

encumbrance, that would dispose of or encumber the Recipient’s title or other interest in 

property, improvements to property, equipment or supplies funded under this Agreement 

without prior written approval from FRA. 

The Recipient will not take any action that would adversely affect FRA’s interest or impair the 

Recipient’s continuing control over the use of the property, improvements to property, 

equipment, or supplies funded under the Agreement without prior written approval from FRA.

ARTICLE 15: AMENDMENTS

15.1 Bilateral Amendments 

The parties may amend, modify, or supplement this Agreement by mutual agreement in writing 

signed by FRA and the Recipient. Either party may request to amend, modify, or supplement this 

Agreement by written notice to the other party.

15.2 FRA Unilateral Amendments

(a) FRA may unilaterally amend this Agreement for the following reasons:
 

27

(1) to comply with Federal law; 

(2) at closeout or in anticipation of closeout; and

(3) other non-substantive changes, such as to correct typographical errors, as 

deemed appropriate by FRA.

(b) To unilaterally amend this Agreement under Section 15.3 of this Attachment 1, FRA 

will provide a written notice to the Recipient that includes the amendment and the date 

that the amendment is effective.

(c) Except at closeout or in anticipation of closeout, FRA may not unilaterally amend the 

Statement of Work, this Agreement’s monetary amount, the delivery schedule, the Period 

of Performance, or other terms or conditions of this Agreement.

15.3 Other Amendments 

The parties will not amend, modify, or supplement this Agreement except as permitted under 

Sections 15.1, 15.2, or 15.3 of this Attachment 1. If an amendment, modification, or supplement 

is not permitted under Section 15.1, 15.2, or 15.3 of this Attachment 1, it is void.

ARTICLE 16: CLIMATE CHANGE AND ENVIRONMENTAL JUSTICE

16.1 Climate Change and Environmental Justice 

Consistent with Executive Order 14008, “Tackling the Climate Crisis at Home and Abroad” (Jan. 

27, 2021), the Recipient will document its consideration of climate change and environmental 

justice impacts of the Project in Article 9 of Attachment 2 of this Agreement.

ARTICLE 17: RACIAL EQUITY AND BARRIERS TO OPPORTUNITY

17.1 Racial Equity and Barriers to Opportunity 

Consistent with Executive Order 13985, “Advancing Racial Equity and Support for Underserved 

Communities Through the Federal Government” (Jan. 20, 2021), the Recipient will document its 

activities related to the Project to improve racial equity and reduce barriers to opportunity in 

Article 10 of Attachment 2 of this Agreement.

ARTICLE 18: LABOR AND WORK

18.1 Labor and Work 

Consistent with Executive Order 14025, “Worker Organizing and Empowerment” (Apr. 26, 

2021), and Executive Order 14052, “Implementation of the Infrastructure Investment and Jobs 

Act” (Nov. 15, 2021) (IIJA), the Recipient will document its consideration of job quality and labor 

rights, standards, and protections related to the Project in Article 11 of Attachment 2 of this 

Agreement.
 

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18.2 OFCCP Mega Construction Project Program 

If the total eligible Project costs listed in Attachment 2 of this Agreement are greater than 

$35,000,000 and the Department of Labor’s Office of Federal Contract Compliance Programs 

(OFCCP) selects this award for participation in the Mega Construction Project Program, then the 

Recipient shall partner with OFCCP, as requested by OFCCP.

ARTICLE 19: CRITICAL INFRASTRUCTURE SECURITY AND RESILIENCE

19.1 Critical Infrastructure Security and Resilience

(a) Consistent with Presidential Policy Directive 21, “Critical Infrastructure Security and 

Resilience” (Feb. 12, 2013), and the National Security Presidential Memorandum on 

Improving Cybersecurity for Critical Infrastructure Control Systems (July 28, 2021), the 

Recipient will consider physical and cyber security and resilience in planning, design, and 

oversight of the Project.

(b) If the Security Risk Designation in Section 1.3 of Attachment 2 of this Agreement is 

“Elevated,” then not later that than two years after the date of this Agreement the 

Recipient will submit to FRA a report that:

(1) identifies a cybersecurity point of contact for the transportation infrastructure 

being improved in the Project;

(2) summarizes or contains a cybersecurity incident reporting plan for the 

transportation infrastructure being improved in the Project;

(3) summarizes or contains a cybersecurity incident response plan for the 

transportation infrastructure being improved in the Project;

(4) documents the results of a self-assessment of the Recipient’s cybersecurity 

posture and capabilities; and

(5) describes any additional actions that the Recipient has taken to consider or 

address cybersecurity risk of the transportation infrastructure being improved in 

the Project.

ARTICLE 20: FEDERAL FINANCIAL ASSISTANCE, ADMINISTRATIVE, 

AND NATIONAL POLICY REQUIREMENTS

20.1 Uniform Administrative Requirements for Federal Awards 

The Recipient will comply, and will ensure that other entities receiving funding under this 

agreement will comply, with the obligations on non-Federal entities under 2 C.F.R. parts 200 and 

1201, regardless of whether the Recipient or other entity receiving funding under this 

agreement is a Non-Federal entity as defined in 2 C.F.R. § 200.1, except that subpart F of part 

200 does not apply if the Recipient or Subrecipient is a for-profit entity.
 

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20.2 Federal Law and Public Policy Requirements

(a) The Recipient will ensure that Federal funding is expended in full accordance with the 

United States Constitution, Federal law, and statutory and public policy requirements: 

including but not limited to, those protecting free speech, religious liberty, public welfare, 

the environment, and prohibiting discrimination.

(b) The failure of this Agreement to expressly identify Federal law applicable to the 

Recipient or activities under this Agreement does not make that law inapplicable.

20.3 Federal Freedom of Information Act

(a) FRA is subject to the Freedom of Information Act (FOIA), 5 U.S.C. § 552.

(b) The Recipient acknowledges that the Application and materials submitted to FRA by 

the Recipient related to this Agreement will become FRA records that may be subject to 

public release under 5 U.S.C. § 552. If the Recipient submits any materials to FRA related 

to this Agreement that the Recipient considers to include trade secret or confidential 

commercial or financial information, the Recipient should note that the submission 

contains confidential business information, mark each affected page, and highlight or 

otherwise denote the portions of the submission that contain confidential business 

information.

20.4 History of Performance 

Under 2 C.F.R. § 200.206, any Federal awarding agency may consider the Recipient’s 

performance under this Agreement, when evaluating the risks of making a future Federal 

financial assistance award to the Recipient.

20.5 Whistleblower Protection

(a) The Recipient acknowledges that it is a “Recipient” within the scope of 41 U.S.C. §

4712, which prohibits the Recipient from taking certain actions against an employee for 

certain disclosures of information that the employee reasonably believes are evidence of 

gross mismanagement of this award, gross waste of Federal funds, or a violation of 

Federal law related this this award.

(b) The Recipient will inform its employees in writing of the rights and remedies provided 

under 41 U.S.C. § 4712, in the predominant native language of the workforce.

20.6 External Award Terms and Obligations

(a) In addition to this document and the contents described in Article 25 of this 

Attachment 1, this Agreement includes the following additional terms as integral parts:

(1) Appendix A to 2 C.F.R. part 25: System for Award Management and Universal 

Identifier Requirements;

(2) Appendix A to 2 C.F.R. part 170: Reporting Subawards and Executive 

Compensation;
 

30

(3) 2 C.F.R. § 175.15(b): Trafficking in Persons; and

(4) Appendix XII to 2 C.F.R. part 200: Award Term and Condition for Recipient 

Integrity and Performance Matters.

(b) The Recipient will comply with:

(1) 49 C.F.R. part 20: New Restrictions on Lobbying;

(2) 49 C.F.R. part 21: Nondiscrimination in Federally Assisted Programs of the 

Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 

1964;

(3) 49 C.F.R. part 27: Nondiscrimination on the Basis of Disability in Programs or 

Activities Receiving Federal Financial Assistance; and

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

Workplace (Financial Assistance).

20.7 Incorporated Certifications 

The Recipient makes the representations in the following certifications, which are incorporated 

by reference:

(a) Appendix A to 49 C.F.R. part 20 (Certification Regarding Lobbying).

ARTICLE 21: ASSIGNMENT

21.1 Assignment Prohibited 

The Recipient will not transfer to any other entity any discretion granted under this Agreement, 

any right to satisfy a condition under this Agreement, any remedy under this Agreement, or any 

obligation imposed under this Agreement.

ARTICLE 22: WAIVER

22.1 Waivers

(a) A waiver of a term of this Agreement authorized by law and granted by FRA will not be 

effective unless it is in writing and signed by an authorized representative of FRA.

(b) A waiver of a term of this Agreement granted by FRA on one occasion will not operate 

as a waiver on other occasions.

(c) If FRA fails to require strict performance of a term of this Agreement, fails to exercise a 

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

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

31

ARTICLE 23: ADDITIONAL TERMS AND CONDITIONS

23.1 Disclaimer of Federal Liability 

FRA will not be responsible or liable for any damage to property or any injury to persons that 

may arise from, or be incident to, performance or compliance with this Agreement.

23.2 Environmental Review

(a) Except as authorized by law or under 23 C.F.R. § 771.113(d)(4), the Recipient will not 

begin final design activities; acquire real property, construction materials, or equipment, 

including rolling stock; begin construction; or take other actions that would have an 

adverse environmental impact or limit the choice of reasonable alternatives for the 

Project unless and until FRA complies with the National Environmental Policy Act, 42 

U.S.C. § 4321 et seq. (NEPA), and any other applicable environmental laws and 

regulations. In addition, the Recipient will not begin project development that involves 

ground disturbing activity prior to FRA compliance with NEPA and any other applicable 

environmental laws and regulations.

(b) The Recipient acknowledges that:

(1) FRA’s actions under Section 23.2(a) of this Attachment 1 may depend on the 

Recipient conducting necessary environmental analyses and submitting necessary 

documents to FRA; and

(2) applicable environmental statutes and regulations may require the Recipient 

to prepare and submit documents to other Federal, State, and local agencies.

(c) Consistent with 23 C.F.R. § 771.105(a), to the maximum extent practicable and 

consistent with Federal law, the Recipient will coordinate all environmental investigations, 

reviews, and consultations as a single process.

(f) The activities described in Article 4 of Attachment 2 of this Agreement and other 

information described in this Agreement may inform environmental decision-making 

processes, but the parties do not intend this Agreement to document the alternatives 

under consideration under those processes. If a build alternative is selected that does not 

align with Article 4 of Attachment 2 of this Agreement or other information in this 

Agreement, then FRA will either:

(1) amend this Agreement under Section 15.1 of this Attachment 1 for 

consistency with the selected build alternative; or

(2) if FRA determines that the condition at Section 10.1(a)(5) of this Attachment 1 

is satisfied, terminate this Agreement under Section 10.1(a)(5) of this Attachment 

1; or

(3) take other action as deemed appropriate by FRA.
 

32

(g) The Recipient will complete any mitigation activities described in the environmental 

document or documents for the Project, including the terms and conditions contained in 

the required permits and authorizations for the Project. Article 4 of Attachment 2 of this 

Agreement identifies documents describing mitigation activities, but the absence of a 

document from that section does not relieve the Recipient of any compliance obligations.

23.3 Project Maintenance Requirement 

The Recipient will ensure that any property and equipment funded within this Agreement is 

operated and maintained in good operating order and in accordance with 2 C.F.R. §§ 200.310–

200.316, 1201.313 and any guidelines, directives, or regulations that FRA may issue.

23.4 Appropriations Act Requirements 

The Recipient will comply with applicable requirements of the appropriations act identified in 

Section 6.3 of Attachment 2 of this Agreement.

23.5 Standards of Conduct 

The Recipient will comply with the following standards of conduct:

(a) Standards of Conduct. The Recipient will maintain a written code or standards of 

conduct governing the performance of its officers, employees, board members, or agents 

engaged in the award and administration of contracts or agreements supported by the 

Federal contribution provided through this Agreement. The code or standards will provide 

that the Recipient's officers, employees, board members, or agents may neither solicit nor 

accept gratuities, favors, or anything of monetary value from present or potential 

Subrecipients or contractors. The Recipient may set minimum rules where the financial 

interest is not substantial, or the gift is an unsolicited item of nominal intrinsic value. As 

permitted by state or local law or regulations, such code or standards will provide for 

penalties, sanctions, or other disciplinary actions for violations by the Recipient's officers, 

employees, board members, or agents, or by Subrecipients or their agents.

(b) Personal Conflict of Interest. The Recipient's code or standards must provide that no 

employee, officer, board member, or agent of the Recipient may participate in the 

selection, award, or administration of a contract supported by the Federal contribution if 

a real or apparent conflict of interest would be involved. Such a conflict of interest would 

arise when the employee, officer, or agent, any member of his or her immediate family, 

his or her partner, or an organization which employs or is about to employ any of the 

parties indicated herein, has a financial or other interest in or a tangible personal benefit 

from a firm considered for a contract.

(c) Organizational Conflicts of Interest. The Recipient's code or standards of conduct must 

include procedures for identifying and preventing real and apparent organizational 

conflicts of interests. An organizational conflict of interest exists when the nature of the 

work to be performed under a proposed contract, may, without some restrictions on 

future activities, result in an unfair competitive advantage to the contractor or impair the 

contractor's objectivity in performing the contract work.
 

33

(d) Existing Codes or Standards. This Section does not require the Recipient to implement 

a new code or standards of conduct where a state statute, or written code or standards of 

conduct, already effectively covers all of the required elements.

(e) Disclosure of Conflicts. The Recipient will disclose in writing any potential conflict of 

interest to FRA or pass-through entity.

23.6 Changed Conditions of Performance 

The Recipient will notify FRA of any event that may affect its ability to perform the Project in 

accordance with the terms of this Agreement. 

23.7 Litigation 

The Recipient will notify FRA in writing of any decision pertaining to the Recipient’s conduct of 

litigation that may affect FRA's interests in the Project or FRA's administration or enforcement of 

applicable Federal laws or regulations. The Recipient will inform FRA in writing before naming 

FRA as a party to any type of litigation for any reason in any forum. 

23.8 Bipartisan Infrastructure Law Signage Guidelines 

For projects funded by the Bipartisan Infrastructure Law, also known as the Infrastructure 

Investment and Jobs Act, Pub. L. No. 117-58 (2021), the Recipient will ensure: 

(a) signage is designed consistent with the guidelines and design specifications available 

at https://www.whitehouse.gov/wp-content/uploads/2023/02/Investing-in-AmericaBrand-Guide.pdf. Signs should include the official Investing in America logo and identify 

the project as “funded by President Biden’s Bipartisan Infrastructure Law.”

(b) signage displays the FRA logo and the Recipient logo, if any, along with the official 

Investing in America logo. The FRA logo should not be displayed in a manner that implies 

FRA itself is conducting the project.

(c) where applicable, the signage includes the project name (e.g., [Name of] Project 

funded by President Biden’s Bipartisan Infrastructure Law.)

(d) the sign is placed at construction sites where it is clearly visible near the location of 

work and that the sign is maintained in good condition throughout the construction 

period. 

(e) signs on equipment are placed in an easily visible location and maintained in good 

condition 

23.9 Equipment and Supplies 

The Recipient will maintain written policies and procedures that address acquisition, 

classification, and management of all equipment and supplies acquired or used under this 

award. 
 

34

23.10 Safety and Technology Data 

The Recipient will ensure that FRA has access to safety and technology relevant data generated 

by the Recipient under the award, in a machine-readable format, where specified in Article 4 of 

Attachment 2 of this Agreement. 

23.11 Intellectual Property 

The Recipient agrees to the standard patent rights clauses issued by the Department of 

Commerce at 37 C.F.R. Part 401, as applicable.

23.12 Liquidation of Recipient Obligations

(a) The Recipient will liquidate all obligations of award funds under this Agreement not 

later than 120 days after the end of the Period of Performance.

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

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

ARTICLE 24: CONSTRUCTION AND DEFINITIONS

24.1 Agreement

This Agreement consists of the following:

(a) Agreement Cover Sheet 

(b) Attachment 1: General Terms and Conditions

(c) Attachment 2: Project-Specific Terms and Conditions

(d) Exhibit A: Applicable Federal Laws and Regulations

(e) Exhibit B: Additional Standard Terms 

(f) Exhibit C: Quarterly Project Progress Reports and Recertifications

24.2 Construction

(a) In these General Terms and Conditions, there are no references to articles or sections 

in project-specific portions of this Agreement that are not contained in Attachments or 

Exhibits listed in Section 24.1.

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

provision in the Project-Specific Terms and Conditions in Attachment 2 of this Agreement, 

then the relevant portion in Attachment 2 prevails. If a provision in the Exhibits conflicts 

with a provision in these General Terms and Conditions, then the provision in these 

General Terms and Conditions prevails.
 

35

24.3 Integration

This Agreement constitutes the entire agreement of the parties relating to the Project and 

supersedes any previous agreements, oral or written, relating to the Project.

24.4 Definitions 

This Section defines terms used in this Agreement. Additional definitions found in 2 C.F.R. § 

200.1 are incorporated by referenced into this Agreement.

“Agreement Federal Funds” means the total amount of Federal funds obligated under this 

Agreement. This is the amount shown in Section 6.1 of Attachment 2 of this Agreement.

“Application” means the application identified in Article 3 of Attachment 2 of this Agreement, 

including Standard Form 424 and all information and attachments submitted with that form 

through Grants.gov.

“Construction Substantial Completion” means the stage of the Project when all construction 

tasks are complete such that the Recipient can use the Project for its intended use and only 

closeout activities remain. Activity to address or complete closeout activities will not prevent or 

disrupt use of the Project. 

“Contingent Commitment” means the unobligated amounts of future available budget authority 

specified in law that FRA commits to obligate under the terms of this Agreement.

“Federal Share” means the sum of Agreement Federal Funds and Other Federal Funds. If there 

are no Other Federal Funds, the Federal Share is the same as the Agreement Federal Funds.

“General Terms and Conditions” means this Attachment 1.

“Other Federal Funds” means Federal funds that are part of the Approved Project Budget in 

Section 6.5 of Attachment 2 of this Agreement for the Project but are not obligated under this 

Agreement.

“Project” means the project proposed in the Application, as modified by the negotiated 

provisions of this Agreement, including Attachment 2 of this Agreement. 

“Project Closeout” means the date that FRA notifies the Recipient that the award is closed out. 

Under 2 C.F.R. § 200.344, Project Closeout should occur no later than one year after the end of 

the Period of Performance.

“Project Cost Savings” means the difference between the actual costs to complete the Project 

and the estimated total Project cost listed in Section 6.5 of Attachment 2 of this Agreement, if 

after the Recipient completes the tasks identified in Article 4 of Attachment 2 of this Agreement 

to FRA’s satisfaction, the actual Project costs are less than the estimated total Project costs.

“Rural Area” means any area that is not within an area designated as an urbanized area by the 

Bureau of the Census.
 

36

24.5 Calendar Dates 

Unless otherwise specified, all dates and durations are in calendar days, calendar quarters, or 

calendar years, as appropriate.

24.6 Communication in Writing 

Unless otherwise specified, all written communication may be provided by electronic mail.

ARTICLE 25: AGREEMENT EXECUTION AND EFFECTIVE DATE

25.1 Counterparts 

This agreement may be executed in counterparts, which constitute one document. The parties 

intend each countersigned original to have identical legal effect.

25.2 Effective Date 

The agreement will become effective when all parties have signed it. The date of this Agreement 

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

ARTICLE 26: PROGRAM-SPECIFIC CLAUSES

26.1 Interstate Rail Compacts Grant Program

The Recipient agrees to comply with the clauses in Section 26.1 of this Attachment 1.

Consistent with 49 U.S.C. § 22905(e), clauses (b) through (g) of Section 26.1 of this Attachment 1

do not apply to: 1) commuter rail passenger transportation (as defined in 49 U.S.C. § 24102(3)) 

operations of a State or local government authority (as those terms are defined in 49 U.S.C. § 

5302) or its contractor performing services in connection with commuter rail passenger 

operations; 2) the Alaska Railroad or its contractors; or 3) Amtrak’s access rights to railroad right 

of way and facilities under current law.

(a) Non-Federal Match. The Recipient will provide a Non-Federal match of not less than 

50 percent of the eligible expenses under the grant.

(b) Buy America. In lieu of Section 12.1 of this Attachment 1, the Recipient will comply 

with the following clauses, as applicable:

(1) for infrastructure projects, steel, iron, and manufactured products used in the 

Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The Recipient 

acknowledges that this agreement is neither a waiver of 49 U.S.C. § 22905(a)(1) 

nor a finding under 49 U.S.C. § 22905(a)(2). For infrastructure projects, 

construction materials used in the Project are subject to the domestic preference 

requirement at § 70914 of the Build America, Buy America Act, Pub. L. No. 117-58, 

div. G, tit. IX, subtit. A, 135 Stat. 429, 1298 (2021) and 2 C.F.R. part 184, as 

implemented by OMB, USDOT and FRA. The Recipient acknowledges that this 

agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b).
 

37

(2) for non-infrastructure projects, steel, iron, and manufactured products used in 

the Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The 

Recipient acknowledges that this agreement is neither a waiver of 49 U.S.C. §

22905(a)(1) nor a finding under 49 U.S.C. § 22905(a)(2).

 (3) under Section 26.1 of this Attachment 1, “infrastructure project” has the 

definition provided in 2 C.F.R. § 184.3.

(4) for all projects, as appropriate and to the extent consistent with law, the 

Recipient should under 2 C.F.R. § 200.322, to the greatest extent practicable 

under this award, provide a preference for the purchase, acquisition, or use of 

goods, products, or materials produced in the United States. The Recipient shall 

include the requirements of 2 C.F.R. § 200.322 in all subawards including all 

contracts and purchase orders for work or products under this award.

(c) Operators Deemed Rail Carriers. The Recipient recognizes and agrees that 49 U.S.C. § 

22905(b) provides that persons conducting rail operations over rail infrastructure 

constructed or improved in whole or in part with funds provided under chapter 229 of 

Title 49, United States Code, will be considered a “rail carrier” as defined by 49 U.S.C. § 

10102(5), for purposes of Title 49, United States Code, and any other statute that adopts 

that definition or in which that definition applies, including: the Railroad Retirement Act of 

1974 (45 U.S.C. § 231 et seq.); the Railway Labor Act (45 U.S.C. § 151 et seq.); and the 

Railroad Unemployment Insurance Act (45 U.S.C. § 351 et seq.). The Recipient agrees to 

reflect this provision in its agreements (if any) with any entity operating rail services over 

such rail infrastructure. 

(d) Railroad Agreements. In accordance with 49 U.S.C. § 22905(c)(1), if the Project funded 

by this Agreement uses rights-of-way owned by a railroad, then Recipient represents that 

it has entered into a written agreement with that railroad owner, which includes: 

compensation for such use; assurances regarding the adequacy of infrastructure capacity 

to accommodate both existing and future freight and passenger operations; an assurance 

by the railroad that collective bargaining agreements with railroad’s employees (including 

terms regulating the contracting of work) will remain in full force and effect according to 

their terms for work performed by the railroad on the railroad transportation corridor; 

and an assurance that Recipient complies with liability requirements consistent with 49 

U.S.C. § 28103.

By signing this Agreement, Recipient certifies that the written agreement referenced in 

this Section 26.1(d) has been executed or is not required.

Additional guidance on compliance with the Railroad Agreements provisions is available 

on FRA’s website at: https://railroads.dot.gov/elibrary/frequently-asked-questions-aboutrail-improvement-grant-conditions-under-49-usc-ss-22905c1. 

(e) Labor Protective Arrangements. In accordance with 49 U.S.C. § 22905(c)(2)(B), if the 

Project funded by this Agreement uses rights-of-way owned by a railroad, then the 

Recipient will ensure compliance with the protective arrangements that are equivalent to 
 

38

those established under Section 504 of the Railroad Revitalization and Regulatory Reform 

Act of 1976, 49 U.S.C. § 22404. Such protective arrangements are included herein as 

Exhibit B.5.

(f) Davis-Bacon and Related Acts Provisions. In accordance with 49 U.S.C. § 

22905(c)(2)(A), if the Project funded by this Agreement uses rights-of-way owned by a 

railroad, the Recipient will ensure compliance with the standards of 49 U.S.C. § 24312 

with respect to the Project in the same manner that Amtrak is required to comply with 

those standards for construction work financed under an agreement made under 49 

U.S.C.§ 24308(a). For these purposes, wages in collective bargaining agreements 

negotiated under the Railway Labor Act are deemed to comply with Davis-Bacon Act 

requirements. 

(g) Replacement of Existing Intercity Passenger Rail Service. If an intercity passenger rail 

transportation provider replaces Amtrak intercity passenger rail service through a Project 

funded by this Agreement, then such provider must comply with the provisions of 49 

U.S.C. § 22905(d). 

(h) Operator Limitation. Recipient’s eligible expenses must be related to intercity 

passenger rail service to be operated by Amtrak.

(i) Reporting. As requested by FRA, the Recipient will report on: 

(1) the status of the planning efforts and coordination funded by the grant award; 

(2) plans for continued implementation of the interstate rail compact; 

(3) the status of, and data regarding, any new, restored, or enhanced rail services 

initiated under the interstate rail compact; and

(4) other data and information as requested by FRA.

26.2 Railroad Crossing Elimination Program Clauses 

The Recipient agrees to comply with the clauses in Section 26.2 of this Attachment 1.

Consistent with 49 U.S.C. §§ 22905(e) & 22909(j), clauses (b), (c), (d), and (g) of Section 26.2 of 

this Agreement 1 do not apply to: 1) commuter rail passenger transportation (as defined in 49 

U.S.C. § 24102(3)) operations of a State or local government authority (as those terms are 

defined in 49 U.S.C. § 5302) or its contractor performing services in connection with commuter 

rail passenger operations; 2) the Alaska Railroad or its contractors; or 3) Amtrak’s access rights 

to railroad right of way and facilities under current law. In addition, clause (f) does not apply to: 

1) the Alaska Railroad or its contractors; or 2) Amtrak’s access rights to railroad right of way and 

facilities under current law.

(a) Federal Share. The Federal Share of total Project costs shall not exceed 80 percent.

(b) Buy America. In lieu of Section 12.1 of this Agreement 1:
 

39

(1) for infrastructure projects, steel, iron, and manufactured products used in the 

Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The Recipient 

acknowledges that this Agreement is neither a waiver of 49 U.S.C. § 22905(a)(1) 

nor a finding under 49 U.S.C. § 22905(a)(2). For infrastructure projects, 

construction materials used in the Project are subject to the domestic preference 

requirement at § 70914 of the Build America, Buy America Act, Pub. L. No. 117-58, 

div. G, tit. IX, subtit. A, 135 Stat. 429, 1298 (2021) and 2 C.F.R. part 184, as 

implemented by OMB, USDOT and FRA. The Recipient acknowledges that this 

Agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b).

(2) for non-infrastructure projects, steel, iron, and manufactured products used in 

the Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The 

Recipient acknowledges that this Agreement is neither a waiver of 49 U.S.C. §

22905(a)(1) nor a finding under 49 U.S.C. § 22905(a)(2).

(3) under this Section, “infrastructure project” has the definition provided in 2 

C.F.R. § 184.3.

(4) for all projects, as appropriate and to the extent consistent with law, the 

Recipient should under 2 C.F.R. § 200.322, to the greatest extent practicable 

under this award, provide a preference for the purchase, acquisition, or use of 

goods, products, or materials produced in the United States. The Recipient shall 

include the requirements of 2 C.F.R. § 200.322 in all subawards including all 

contracts and purchase orders for work or products under this award.

(c) Operators Deemed Rail Carriers. The Recipient recognizes and agrees that 49 U.S.C. § 

22905(b) provides that persons conducting rail operations over rail infrastructure 

constructed or improved in whole or in part with funds provided under chapter 229 of 

Title 49, United States Code, will be considered a “rail carrier” as defined by 49 U.S.C. § 

10102(5), for purposes of Title 49, United States Code, and any other statute that adopts 

that definition or in which that definition applies, including: the Railroad Retirement Act of 

1974 (45 U.S.C. § 231 et seq.); the Railway Labor Act (45 U.S.C. § 151 et seq.); and the 

Railroad Unemployment Insurance Act (45 U.S.C. § 351 et seq.). The Recipient agrees to 

reflect this provision in its agreements (if any) with any entity operating rail services over 

such rail infrastructure.

(d) Railroad Agreements. In accordance with 49 U.S.C. § 22905(c)(1), if the Project funded 

by this Agreement uses rights-of-way owned by a railroad, then Recipient represents that 

it has entered into a written agreement with that railroad owner, which includes: 

compensation for such use; assurances regarding the adequacy of infrastructure capacity 

to accommodate both existing and future freight and passenger operations; an assurance 

by the railroad that collective bargaining agreements with railroad’s employees (including 

terms regulating the contracting of work) will remain in full force and effect according to 

their terms for work performed by the railroad on the railroad transportation corridor; 

and an assurance that Recipient complies with liability requirements consistent with 49 

U.S.C. § 28103.
 

40

By signing this Agreement, Recipient certifies that the written agreement referenced in 

this Section 26.2(d) has been executed or is not required.

Additional guidance on compliance with the Railroad Agreements provisions is available 

on FRA’s website at: https://railroads.dot.gov/elibrary/frequently-asked-questions-aboutrail-improvement-grant-conditions-under-49-usc-ss-22905c1. 

(e) Impacted Rail Carrier or Real Property Owner Approvals. In accordance with 49 U.S.C. 

§ 22909(e)(2)(A), prior to proceeding with the construction of the Project funded by this 

Agreement, if applicable, Recipient will obtain necessary approvals to commence 

construction from any impacted rail carriers or real property owners. If the Project is a 

planning project, as described in 49 U.S.C. § 22909(d)(6), the Recipient agrees to work 

collaboratively with rail carriers and right-of-way owners.

(f) Labor Protective Arrangements

(1) Notwithstanding 49 U.S.C. § 22905(e)(1), and in accordance with 49 U.S.C. § 

22909(j)(3), any employee covered by the Railway Labor Act (45 U.S.C. § 151 et 

seq.) and the Railroad Retirement Act of 1974 (45 U.S.C. § 231 et seq.) who is 

adversely affected by actions taken in connection with the project financed in 

whole or in part by such grant shall be covered by employee protective 

arrangements required to be established under 49 U.S.C. § 22905(c)(2)(B). In 

accordance with 49 U.S.C. § 22905(c)(2)(B), the Recipient will ensure compliance 

with the protective arrangements that are equivalent to those established under 

Section 504 of the Railroad Revitalization and Regulatory Reform Act of 1976, 49 

U.S.C. § 22404, as such protective arrangements are described in the final FRA 

guidance titled Equivalent Protections for Railroad Employees and effective 

December 28, 2022, included herein in Exhibit B.

(2) In accordance with 49 U.S.C. § 22909(j)(3), Recipient, and any successors, 

assigns, and contractors of Recipient: 

i. shall be bound by the employee protective arrangements required 

under subparagraph (1); and

ii. shall be responsible for the implementation of such arrangements and 

for the obligations under such arrangements, but may arrange for another 

entity to take initial responsibility for compliance with the conditions of 

such arrangement.

(3) Labor protections required pursuant to Subsection (f) of Section 26.2 of this 

Attachment 1 shall be documented consistent with Article 18 of this Attachment 

1. 

(g) Davis-Bacon and Related Acts Provisions. In accordance with 49 U.S.C. § 

22905(c)(2)(A), if the Project funded by this Agreement uses rights-of-way owned by a 

railroad, the Recipient will ensure compliance with the standards of 49 U.S.C. § 24312 

with respect to the Project in the same manner that Amtrak is required to comply with 
 

41

those standards for construction work financed under an agreement made under 49 

U.S.C.§ 24308(a). For these purposes, wages in collective bargaining agreements 

negotiated under the Railway Labor Act are deemed to comply with Davis-Bacon Act 

requirements. 

(h) Replacement of Existing Intercity Passenger Rail Service. If an intercity passenger rail 

transportation provider replaces Amtrak intercity passenger rail service through a Project 

funded by this Agreement, then such provider must comply with the provisions of 49 

U.S.C. § 22905(d). 

26.3 Consolidated Rail Infrastructure and Safety Improvements Grants Clauses

The Recipient agrees to comply with the clauses in Section 26.3 of this Attachment 1. 

Consistent with 49 U.S.C. § 22905(e), clauses (b) and (c) through (g) of Section 26.3 of this 

Attachment 1 do not apply to: 1) commuter rail passenger transportation (as defined in 49 

U.S.C. § 24102(3)) operations of a State or local government authority (as those terms are 

defined in 49 U.S.C. § 5302) or its contractor performing services in connection with commuter 

rail passenger operations; 2) the Alaska Railroad or its contractors; or 3) Amtrak’s access rights 

to railroad right of way and facilities under current law.

(a) Federal Share. The Federal Share of total Project costs shall not exceed 80 percent.

(b) Buy America. In lieu of Section 12.1 of this Attachment 1:

(1) for infrastructure projects, steel, iron, and manufactured products used in the 

Project are subject to 49 U.S.C. §22905(a), as implemented by FRA. The Recipient 

acknowledges that this Agreement is neither a waiver of 49 U.S.C. § 22905(a)(1) 

nor a finding under 49 U.S.C. § 22905(a)(2). For infrastructure projects, 

construction materials used in the Project are subject to the domestic preference 

requirement at § 70914 of the Build America, Buy America Act, Pub. L. No. 117-58, 

div. G, tit. IX, subtit. A, 135 Stat. 429, 1298 (2021) and 2 C.F.R. part 184, as 

implemented by OMB, USDOT and FRA. The Recipient acknowledges that this 

Agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b).

(2) for non-infrastructure projects, steel, iron, and manufactured products used in 

the Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The 

Recipient acknowledges that this Agreement is neither a waiver of 49 U.S.C. §

22905(a)(1) nor a finding under 49 U.S.C. § 22905(a)(2).

(3) under this Section, “infrastructure project” has the definition provided in 2 

C.F.R. § 184.3.

(4) for all projects, as appropriate and to the extent consistent with law, the 

Recipient should under 2 C.F.R. § 200.322, to the greatest extent practicable 

under this award, provide a preference for the purchase, acquisition, or use of

goods, products, or materials produced in the United States. The Recipient shall 
 

42

include the requirements of 2 C.F.R. § 200.322 in all subawards including all 

contracts and purchase orders for work or products under this award.

(c) Operators Deemed Rail Carriers. The Recipient recognizes and agrees that 49 U.S.C. § 

22905(b) provides that persons conducting rail operations over rail infrastructure 

constructed or improved in whole or in part with funds provided under chapter 229 of 

Title 49, United States Code, will be considered a “rail carrier” as defined by 49 U.S.C. § 

10102(5), for purposes of Title 49, United States Code, and any other statute that adopts 

that definition or in which that definition applies, including: the Railroad Retirement Act of 

1974 (45 U.S.C. § 231 et seq.); the Railway Labor Act (45 U.S.C. § 151 et seq.); and the 

Railroad Unemployment Insurance Act (45 U.S.C. § 351 et seq.). The Recipient agrees to 

reflect this provision in its agreements (if any) with any entity operating rail services over 

such rail infrastructure.

(d) Railroad Agreements. In accordance with 49 U.S.C. § 22905(c)(1), if the Project funded 

by this Agreement uses rights-of-way owned by a railroad, then Recipient represents that 

it has entered into a written agreement with that railroad owner, which includes: 

compensation for such use; assurances regarding the adequacy of infrastructure capacity 

to accommodate both existing and future freight and passenger operations; an assurance 

by the railroad that collective bargaining agreements with railroad’s employees (including 

terms regulating the contracting of work) will remain in full force and effect according to 

their terms for work performed by the railroad on the railroad transportation corridor; 

and an assurance that Recipient complies with liability requirements consistent with 49 

U.S.C. § 28103.

By signing this Agreement, Recipient certifies that the written agreement referenced in 

this Section 26.3(d) has been executed or is not required.

Additional guidance on compliance with the Railroad Agreements provisions is available 

on FRA’s website at: https://railroads.dot.gov/elibrary/frequently-asked-questions-aboutrail-improvement-grant-conditions-under-49-usc-ss-22905c1. 

(e) Labor Protective Arrangements. In accordance with 49 U.S.C. § 22905(c)(2)(B), if the 

Project funded by this Agreement uses rights-of-way owned by a railroad, then the 

Recipient will ensure compliance with the protective arrangements that are equivalent to 

those established under Section 504 of the Railroad Revitalization and Regulatory Reform 

Act of 1976, 49 U.S.C. § 22404. Such protective arrangements are included herein as 

Exhibit B.5.

(f) Davis-Bacon and Related Acts Provisions. In accordance with 49 U.S.C. § 

22905(c)(2)(A), if the Project funded by this Agreement uses rights-of-way owned by a 

railroad, the Recipient will ensure compliance with the standards of 49 U.S.C. § 24312 

with respect to the Project in the same manner that Amtrak is required to comply with 

those standards for construction work financed under an agreement made under 49 

U.S.C.§ 24308(a). For these purposes, wages in collective bargaining agreements 
 

43

negotiated under the Railway Labor Act are deemed to comply with Davis-Bacon Act 

requirements. 

(g) Replacement of Existing Intercity Passenger Rail Service. If an intercity passenger rail 

transportation provider replaces Amtrak intercity passenger rail service through a Project 

funded by this Agreement, then such provider must comply with the provisions of 49 

U.S.C. § 22905(d). 

26.4 Restoration and Enhancement Grants Clauses

The Recipient agrees to comply with the clauses in Section 26.4 of this Attachment 1. 

Consistent with 49 U.S.C. § 22905(e), clauses (b) and (c) through (g) of Section 26.4 do not apply 

to: 1) commuter rail passenger transportation (as defined in 49 U.S.C. § 24102(3)) operations of 

a State or local government authority (as those terms are defined in 49 U.S.C. § 5302) or its 

contractor performing services in connection with commuter rail passenger operations; 2) the 

Alaska Railroad or its contractors; or 3) Amtrak’s access rights to railroad right-of -way and 

facilities under current law. 

(a) Maximum Funding Limitation. A grant authorized by 49 U.S.C. § 22908 may not 

exceed:

(1) 90 percent of the projected net operating costs for the first year of service;

(2) 80 percent of the projected net operating costs for the second year of service;

(3) 70 percent of the projected net operating costs for the third year of service;

(4) 60 percent of the projected net operating costs for the fourth year of service;

(5) 50 percent of the projected net operating costs for the fifth year of service; 

and

(6) 30 percent of the projected net operating costs for the sixth year of service.

(b) Buy America. In lieu of Section 12.1 of this Agreement 1:

(1) for infrastructure projects, steel, iron, and manufactured products used in the 

Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The Recipient 

acknowledges that this Agreement is neither a waiver of 49 U.S.C. § 22905(a)(1) 

nor a finding under 49 U.S.C. § 22905(a)(2). For infrastructure projects, 

construction materials used in the Project are subject to the domestic preference 

requirement at § 70914 of the Build America, Buy America Act, Pub. L. No. 117-58, 

div. G, tit. IX, subtit. A, 135 Stat. 429, 1298 (2021) and 2 C.F.R. part 184, as 

implemented by OMB, USDOT, and FRA. The Recipient acknowledges that this 

Agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b).

(2) for non-infrastructure projects, steel, iron, and manufactured products used 

in the Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The 
 

44

Recipient acknowledges that this Agreement is neither a waiver of 49 U.S.C. §

22905(a)(1) nor a finding under 49 U.S.C. § 22905(a)(2).

(3) under Section 26.4 of this Attachment 1, “infrastructure project” has the 

definition provided in 2 C.F.R. § 184.3.

(4) for all projects, as appropriate and to the extent consistent with law, the 

Recipient should under 2 C.F.R. § 200.322, to the greatest extent practicable 

under this award, provide a preference for the purchase, acquisition, or use of 

goods, products, or materials produced in the United States. The Recipient shall 

include the requirements of 2 C.F.R. § 200.322 in all subawards including all 

contracts and purchase orders for work or products under this award.

(c) Operators Deemed Rail Carriers. The Recipient recognizes and agrees that 49 U.S.C. § 

22905(b) provides that persons conducting rail operations over rail infrastructure 

constructed or improved in whole or in part with funds provided under chapter 229 of 

Title 49, United States Code, will be considered a “rail carrier” as defined by 49 U.S.C. § 

10102(5), for purposes of Title 49, United States Code, and any other statute that adopts 

that definition or in which that definition applies, including: the Railroad Retirement Act of 

1974 (45 U.S.C. § 231 et seq.); the Railway Labor Act (45 U.S.C. § 151 et seq.); and the 

Railroad Unemployment Insurance Act (45 U.S.C. § 351 et seq.). The Recipient agrees to 

reflect this provision in its agreements (if any) with any entity operating rail services over 

such rail infrastructure.

(d) Railroad Agreements. In accordance with 49 U.S.C. § 22905(c)(1), if the Project funded 

by this Agreement uses rights-of-way owned by a railroad, then Recipient represents that 

it has entered into a written agreement with that railroad owner, which includes: 

compensation for such use; assurances regarding the adequacy of infrastructure capacity 

to accommodate both existing and future freight and passenger operations; an assurance 

by the railroad that collective bargaining agreements with railroad’s employees (including 

terms regulating the contracting of work) will remain in full force and effect according to 

their terms for work performed by the railroad on the railroad transportation corridor; 

and an assurance that Recipient complies with liability requirements consistent with 49 

U.S.C. § 28103.

By signing this Agreement, Recipient certifies that the written agreement referenced in 

this Section 26.4(d) has been executed or is not required.

Additional guidance on compliance with the Railroad Agreements provisions is available 

on FRA’s website at: https://railroads.dot.gov/elibrary/frequently-asked-questions-aboutrail-improvement-grant-conditions-under-49-usc-ss-22905c1. 

(e) Labor Protective Arrangements. In accordance with 49 U.S.C. § 22905(c)(2)(B), if the 

Project funded by this Agreement uses rights-of-way owned by a railroad, then the 

Recipient will ensure compliance with the protective arrangements that are equivalent to 

those established under Section 504 of the Railroad Revitalization and Regulatory Reform 
 

45

Act of 1976, 49 U.S.C. § 22404. Such protective arrangements are included herein as 

Exhibit B.5.

(f) Davis-Bacon and Related Acts Provisions. In accordance with 49 U.S.C. § 

22905(c)(2)(A), if the Project funded by this Agreement uses rights-of-way owned by a 

railroad, the Recipient will ensure compliance with the standards of 49 U.S.C. § 24312 

with respect to the Project in the same manner that Amtrak is required to comply with 

those standards for construction work financed under an agreement made under 49 

U.S.C.§ 24308(a). For these purposes, wages in collective bargaining agreements 

negotiated under the Railway Labor Act are deemed to comply with Davis-Bacon Act 

requirements. 

(g) Replacement of Existing Intercity Passenger Rail Service. If an intercity passenger rail 

transportation provider replaces Amtrak intercity passenger rail service through a Project 

funded by this Agreement, then such provider must comply with the provisions of 49 

U.S.C. § 22905(d). 

(h) Route Reporting. The Recipient will provide similar information regarding the route 

performance, financial, and ridership projections, and capital and business plans that 

Amtrak is required to provide, and such other data and information as is required by 

Article 4 of Attachment 2 of this Agreement.

(i) Termination. In addition to the terms of this Attachment 1, FRA may terminate this 

Agreement upon the cessation of service, or the violation of any other term of this

Agreement.

26.5 Federal-State Partnership for Intercity Passenger Rail and Federal-State Partnership for State 

of Good Repair Clauses

The Recipient agrees to comply with the clauses in Section 26.5 of this Attachment 1. 

Consistent with 49 U.S.C. § 22905(e), clauses (b) through (g) of Section 26.5 of this Attachment 1 

do not apply to: 1) commuter rail passenger transportation (as defined in 49 U.S.C. § 24102(3)) 

operations of a State or local government authority (as those terms are defined in 49 U.S.C. § 

5302) or its contractor performing services in connection with commuter rail passenger 

operations; 2) the Alaska Railroad or its contractors; or 3) Amtrak’s access rights to railroad right 

of way and facilities under current law.

(a) Federal Share. The Federal Share of total Project costs shall not exceed 80 percent.

(b) Buy America. In lieu of Section 12.1 of this Attachment 1:

(1) for infrastructure projects, steel, iron, and manufactured products used in the 

Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The Recipient 

acknowledges that this Agreement is neither a waiver of 49 U.S.C. § 22905(a)(1) 

nor a finding under 49 U.S.C. § 22905(a)(2). For infrastructure projects, 

construction materials used in the Project are subject to the domestic preference 

requirement at § 70914 of the Build America, Buy America Act, Pub. L. No. 117-58, 
 

46

div. G, tit. IX, subtit. A, 135 Stat. 429, 1298 (2021) and 2 C.F.R. part 184, as 

implemented by OMB, USDOT and FRA. The Recipient acknowledges that this 

Agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b).

(2) for non-infrastructure projects, steel, iron, and manufactured products used in 

the Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The 

Recipient acknowledges that this Agreement is neither a waiver of 49 U.S.C. §

22905(a)(1) nor a finding under 49 U.S.C. § 22905(a)(2).

(3) under this Section, “infrastructure project” has the definition provided in 2 

C.F.R. § 184.3.

(4) for all projects, as appropriate and to the extent consistent with law, the 

Recipient should under 2 C.F.R. § 200.322, to the greatest extent practicable 

under this award, provide a preference for the purchase, acquisition, or use of 

goods, products, or materials produced in the United States. The Recipient shall 

include the requirements of 2 C.F.R. § 200.322 in all subawards including all 

contracts and purchase orders for work or products under this award.

(c) Operators Deemed Rail Carriers. The Recipient recognizes and agrees that 49 U.S.C. § 

22905(b) provides that persons conducting rail operations over rail infrastructure 

constructed or improved in whole or in part with funds provided under chapter 229 of 

Title 49, United States Code, will be considered a “rail carrier” as defined by 49 U.S.C. § 

10102(5), for purposes of Title 49, United States Code, and any other statute that adopts 

that definition or in which that definition applies, including: the Railroad Retirement Act of 

1974 (45 U.S.C. § 231 et seq.); the Railway Labor Act (45 U.S.C. § 151 et seq.); and the 

Railroad Unemployment Insurance Act (45 U.S.C. § 351 et seq.). The Recipient agrees to

reflect this provision in its agreements (if any) with any entity operating rail services over 

such rail infrastructure.

(d) Railroad Agreements. In accordance with 49 U.S.C. § 22905(c)(1), if the Project funded 

by this Agreement uses rights-of-way owned by a railroad, then Recipient represents that 

it has entered into a written agreement with that railroad owner, which includes: 

compensation for such use; assurances regarding the adequacy of infrastructure capacity 

to accommodate both existing and future freight and passenger operations; an assurance 

by the railroad that collective bargaining agreements with railroad’s employees (including 

terms regulating the contracting of work) will remain in full force and effect according to 

their terms for work performed by the railroad on the railroad transportation corridor; 

and an assurance that Recipient complies with liability requirements consistent with 49 

U.S.C. § 28103.

By signing this Agreement, Recipient certifies that the written agreement referenced in 

this Section 26.5(d) has been executed or is not required.

Additional guidance on compliance with the Railroad Agreements provisions is available 

on FRA’s website at: https://railroads.dot.gov/elibrary/frequently-asked-questions-aboutrail-improvement-grant-conditions-under-49-usc-ss-22905c1. 
 

47

(e) Labor Protective Arrangements. In accordance with 49 U.S.C. § 22905(c)(2)(B), if the 

Project funded by this Agreement uses rights-of-way owned by a railroad, then the 

Recipient will ensure compliance with the protective arrangements that are equivalent to 

those established under Section 504 of the Railroad Revitalization and Regulatory Reform 

Act of 1976, 49 U.S.C. § 22404. Such protective arrangements are included herein as 

Exhibit B.5.

(f) Davis-Bacon and Related Acts Provisions. In accordance with 49 U.S.C. § 

22905(c)(2)(A), if the Project funded by this Agreement uses rights-of-way owned by a 

railroad, the Recipient will ensure compliance with the standards of 49 U.S.C. § 24312 

with respect to the Project in the same manner that Amtrak is required to comply with 

those standards for construction work financed under an agreement made under 49 

U.S.C.§ 24308(a). For these purposes, wages in collective bargaining agreements 

negotiated under the Railway Labor Act are deemed to comply with Davis-Bacon Act 

requirements. 

(g) Replacement of Existing Intercity Passenger Rail Service. If an intercity passenger rail 

transportation provider replaces Amtrak intercity passenger rail service through a Project 

funded by this Agreement, then such provider must comply with the provisions of 49 

U.S.C. § 22905(d). 

(h) Northeast Corridor Cost Allocation. For projects located on the Northeast Corridor, as 

that term is defined in 49 U.S.C. § 24911(a)(4), Amtrak and the public authorities providing 

commuter rail passenger transportation at the Project location on the Northeast Corridor 

must remain in compliance with 49 U.S.C. § 24905(c)(2).

(i) Interest and Financing Costs. Pursuant to 49 U.S.C. § 24911(g)(2), interest and other 

financing costs of efficiently carrying out a part of the Project within a reasonable time are 

a cost of carrying out the Project under a Phased Funding Agreement, except that eligible 

costs may not be more than the cost of the most favorable financing terms reasonably 

available for the Project at the time of borrowing. The Recipient will certify to FRA’s 

satisfaction that the Recipient has shown reasonable diligence in seeking the most 

favorable financing terms.

###