Exhibits 

Revision Date: December 11, 2023
 

Exhibits

Table of Contents

EXHIBIT A: APPLICABLE FEDERAL LAWS AND REGULATIONS .......................................................................... 3

GENERAL FEDERAL LEGISLATION ................................................................................................................ 3

EXECUTIVE ORDERS ..................................................................................................................................... 4

GENERAL FEDERAL REGULATIONS .............................................................................................................. 4

EXHIBIT B: ADDITIONAL STANDARD TERMS .................................................................................................... 6

EXHIBIT B.1: TITLE VI ASSURANCES ............................................................................................................. 7

EXHIBIT B.2: CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY 

MATTERS -- PRIMARY COVERED TRANSACTIONS ..................................................................................... 16

EXHIBIT B.3: REQUIREMENTS REGARDING DELINQUENT TAX LIABILITY OR A FELONY CONVICTION 

UNDER ANY FEDERAL LAW........................................................................................................................ 20

EXHIBIT B.4: RECIPIENT POLICY TO BAN TEXT MESSAGING WHILE DRIVING........................................... 22

EXHIBIT B.5: EQUIVALENT LABOR PROTECTIONS UNDER 49 U.S.C. 22905(c)(2)(B)................................. 24

EXHIBIT C: QUARTERLY PROJECT PROGRESS REPORTS AND RECERTIFICATIONS ......................................... 33
 

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EXHIBIT A: APPLICABLE FEDERAL LAWS AND REGULATIONS

By entering into this Agreement, the Recipient assures and certifies, with respect to this award, that it 

will comply with all applicable Federal laws, regulations, executive orders, policies, guidelines, and 

requirements as they relate to the application, acceptance, and use of Federal funds for this Project.

Performance under this Agreement shall be governed by and in compliance with the following 

requirements, as applicable, to the type of organization of the Recipient and any applicable subrecipients. The applicable provisions to this Agreement include, but are not limited to, the following:

GENERAL FEDERAL LEGISLATION

a. Davis-Bacon Act - 40 U.S.C. § 3141 et seq.

b. Federal Fair Labor Standards Act - 29 U.S.C. § 201 et seq.

c. Hatch Act - 5 U.S.C. § 1501 et seq.

d. Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 - 42 U.S.C. § 

4601 et seq.

e. National Historic Preservation Act of 1966 – Section 106 - 54 U.S.C. § 306108

f. Archeological and Historic Preservation Act of 1974 - 54 U.S.C. §§ 312501–312508

g. Native American Graves Protection and Repatriation Act - 25 U.S.C. § 3001 et seq.

h. Clean Air Act, P.L. 90-148, as amended – 42 U.S.C. § 7401 et seq. 

i. Section 404 of the Clean Water Act, as amended - 33 U.S.C. § 1344

j. Section 7 of the Endangered Species Act, P.L. 93-205, as amended – 16 U.S.C. § 1536

k. Coastal Zone Management Act, P.L. 92-583, as amended – 16 U.S.C. § 1451 et seq.

l. Flood Disaster Protection Act of 1973, Section 102(a) – 42 U.S.C. § 4012a

m. Age Discrimination Act of 1975 - 42 U.S.C. § 6101 et seq.

n. American Indian Religious Freedom Act, P.L. 95-341, as amended

o. Sections 523 and 527 of the Public Health Service Act of 1912, as amended, 42 U.S.C. §§ 290dd 

through 290dd-2

p. Architectural Barriers Act of 1968 - 42 U.S.C. § 4151 et seq.

q. Power Plant and Industrial Fuel Use Act of 1978, P.L. 100-42 - Section 403 - 42 U.S.C. § 8373

r. Contract Work Hours and Safety Standards Act - 40 U.S.C. § 3701 et seq.

s. Copeland Anti-kickback Act, as amended - 18 U.S.C. § 874 and 40 U.S.C. § 3145

t. National Environmental Policy Act of 1969 - 42 U.S.C. § 4321 et seq.

u. Wild and Scenic Rivers Act, P.L. 90-542, as amended – 16 U.S.C. § 1271 et seq.

v. Federal Water Pollution Control Act, as amended - 33 U.S.C. §§1251–1376

w. Single Audit Act of 1984 - 31 U.S.C. § 7501 et seq.

x. Americans with Disabilities Act of 1990 - 42 U.S.C. § 12101 et seq.

y. Title IX of the Education Amendments of 1972, as amended - 20 U.S.C. §§ 1681–1683 and 

§§ 1685–1687

z. Section 504 of the Rehabilitation Act of 1973, as amended - 29 U.S.C. § 794

aa. Title VI of the Civil Rights Act of 1964 - 42 U.S.C. § 2000d et seq.

bb. Limitation on Use of Appropriated Funds to Influence Certain Federal Contracting and Financial 

Transactions – 31 U.S.C. § 1352

cc. Freedom of Information Act - 5 U.S.C. § 552, as amended

dd. Magnuson-Stevens Fishery Conservation and Management Act – 16 U.S.C. § 1801 et seq.

ee. Farmland Protection Policy Act of 1981 – 7 U.S.C. § 4201 et seq.

ff. Noise Control Act of 1972 – 42 U.S.C. § 4901 et seq.

gg. Fish and Wildlife Coordination Act of 1956 – 16 U.S.C. § 661 et seq.
 

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hh. Section 9 of the Rivers and Harbors Act and the General Bridge Act of 1946 - 33 U.S.C. §§ 401 and 

525

ii. Section 4(f) of the Department of Transportation Act of 1966, 49 U.S.C. 303

jj. Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA), as 

amended – 42 U.S.C. §§ 9601–9657

kk. Safe Drinking Water Act – 42 U.S.C. §§ 300f to 300j-26

ll. The Wilderness Act – 16 U.S.C. §§ 1131–1136

mm. Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 –

42 U.S.C. § 6901 et seq.

nn. Migratory Bird Treaty Act 16 U.S.C. § 703 et seq.

oo. The Federal Funding Transparency and Accountability Act of 2006, as amended (Pub. L. 109–282, 

as amended by section 6202 of Public Law 110–252)

pp. Cargo Preference Act of 1954 – 46 U.S.C. § 55305

qq. Section 889 of the John D. McCain National Defense Authorization Act for Fiscal Year 2019, 

Pub. L. 115-232

rr. Efficient Environmental Reviews - 23 U.S.C. § 139

ss. Grant Conditions – 49 U.S.C. § 22905

tt. Build America, Buy America Act – Pub. L. No. 117-58, div. G, tit. IX, subtit. A, 135 Stat. 429, 1298

EXECUTIVE ORDERS

a. Executive Order 11246 – Equal Employment Opportunity

b. Executive Order 11990 – Protection of Wetlands

c. Executive Order 11988 – Floodplain Management

d. Executive Order 12372 – Intergovernmental Review of Federal Programs

e. Executive Order 12549 – Debarment and Suspension

f. Executive Order 12898 – Federal Actions to Address Environmental Justice in Minority 

Populations and Low-Income Populations

g. Executive Order 13166 – Improving Access to Services for Persons With Limited English 

Proficiency

h. Executive Order 13985 – Advancing Racial Equity and Support for Underserved Communities 

Through the Federal Government

i. Executive Order 14005 – Ensuring the Future is Made in All of America by All of America’s 

Workers

j. Executive Order 14008 – Tackling the Climate Crisis at Home and Abroad

GENERAL FEDERAL REGULATIONS

a. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal 

Awards – 2 C.F.R. Parts 200, 1201

b. Non-procurement Suspension and Debarment – 2 C.F.R. Parts 180, 1200 

c. Investigative and Enforcement Procedures – 14 C.F.R. Part 13 

d. Procedures for predetermination of wage rates – 29 C.F.R. Part 1 

e. Contractors and subcontractors on public building or public work financed in whole or part by 

loans or grants from the United States – 29 C.F.R. Part 3 

f. Labor standards provisions applicable to contracts governing federally financed and assisted 

construction (also labor standards provisions applicable to non-construction contracts subject to 

the Contract Work Hours and Safety Standards Act) – 29 C.F.R. Part 5 

g. Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department 
 

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of Labor (Federal and federally assisted contracting requirements) – 41 C.F.R. Parts 60 et seq.

h. New Restrictions on Lobbying – 49 C.F.R. Part 20

i. Nondiscrimination in Federally Assisted Programs of the Department of Transportation –

Effectuation of Title VI of the Civil Rights Act of 1964 – 49 C.F.R. Part 21 

j. Uniform relocation assistance and real property acquisition for Federal and Federally assisted 

programs – 49 C.F.R. Part 24 

k. Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal 

Financial Assistance – 49 C.F.R. Part 25 

l. Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting 

from Federal Financial Assistance – 49 C.F.R. Part 27 

m. DOT’s implementation of DOJ’s ADA Title II regulations compliance procedures for all programs, 

services, and regulatory activities relating to transportation under 28 C.F.R. Part 35 

n. Enforcement of Nondiscrimination on the Basis of Handicap in Programs or Activities Conducted 

by the Department of Transportation – 49 C.F.R. Part 28 

o. Denial of public works contracts to suppliers of goods and services of countries that deny 

procurement market access to U.S. contractors – 49 C.F.R. Part 30 

p. Governmentwide Requirements for Drug-Free Workplace (Financial Assistance) – 49 C.F.R. Part 

32

q. DOT’s implementing ADA regulations for transit services and transit vehicles, including the 

DOT’s standards for accessible transportation facilities in Part 37, Appendix A – 49 C.F.R. Parts 

37 and 38

r. Environmental Impact and Related Procedures – 23 C.F.R. Part 771

s. Procedures Implementing Section 4(f) of the Department of Transportation Act – 23 C.F.R. Part 

774

Specific assurances required to be included in the Agreement by any of the above laws, regulations, or 

circulars are hereby incorporated by reference into this Agreement.
 

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EXHIBIT B: ADDITIONAL STANDARD TERMS
 

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EXHIBIT B.1: TITLE VI ASSURANCES 

TITLE VI ASSURANCE

Implementing Title VI of the Civil Rights Act of 1964, as amended

ASSURANCE CONCERNING NONDISCRIMINATION IN FEDERALLY-ASSISTED PROGRAMS AND 

ACTIVITIES RECEIVING OR BENEFITING FROM FEDERAL FINANCIAL ASSISTANCE

(Implementing the Rehabilitation Act of 1973, as amended, and the Americans With Disabilities Act, as 

amended)

49 C.F.R. Parts 21, 25, 27, 37 and 38

The United States Department of Transportation (USDOT)

Standard Title VI/Non-Discrimination Assurances

DOT Order No. 1050.2A

By signing and submitting the Application and by entering into this Agreement, the Recipient HEREBY 

AGREES THAT, as a condition to receiving Federal financial assistance from the Federal Railroad 

Administration (FRA), it is subject to and will comply with the following:

Statutory/Regulatory Authorities

• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits 

discrimination on the basis of race, color, national origin);

• 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The Department 

Of Transportation—Effectuation Of Title VI Of The Civil Rights Act Of 1964); 

• 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the 

Civil Rights Act of 1964);

The preceding statutory and regulatory cites hereinafter are referred to as the “Acts” and “Regulations,” 

respectively. 

General Assurances

In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy, 

memoranda, and/or guidance, the Recipient hereby gives assurance that it will promptly take any 

measures necessary to ensure that: 

“No person in the United States shall, on the grounds of race, color, or national origin, be 

excluded from participation in, be denied the benefits of, or be otherwise subjected to 

discrimination under any program or activity,” for which the Recipient receives Federal 

financial assistance from DOT, including FRA.
 

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The Civil Rights Restoration Act of 1987 clarified the original intent of Congress, with respect to Title VI 

and other Non-discrimination requirements (The Age Discrimination Act of 1975, and Section 504 of the 

Rehabilitation Act of 1973), by restoring the broad, institutional-wide scope and coverage of these nondiscrimination statutes and requirements to include all programs and activities of the Recipient, so long 

as any portion of the program is Federally assisted. 

Specific Assurances

More specifically, and without limiting the above general Assurance, the Recipient agrees with and gives 

the following Assurances with respect to its Federally assisted program: 

1. The Recipient agrees that each “activity,” “facility,” or “program,” as defined in §§ 21.23 (b) and 

21.23 (e) of 49 C.F.R. § 21 will be (with regard to an “activity”) facilitated, or will be (with regard 

to a “facility”) operated, or will be (with regard to a “program”) conducted in compliance with 

all requirements imposed by, or pursuant to the Acts and the Regulations.

2. The Recipient will insert the following notification in all solicitations for bids, Requests For 

Proposals for work, or material subject to the Acts and the Regulations made in connection with 

the Grant and, in adapted form, in all proposals for negotiated agreements regardless of funding 

source:

“The Recipient, in accordance with the provisions of Title VI of the Civil Rights Act of 

1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies 

all bidders that it will affirmatively ensure that for any contract entered into pursuant 

to this advertisement, disadvantaged business enterprises will be afforded full and fair 

opportunity to submit bids in response to this invitation and will not be discriminated 

against on the grounds of race, color, or national origin in consideration for an award.” 

3. The Recipient will insert the clauses of Appendix A and E of this Assurance in every contract or 

agreement subject to the Acts and the Regulations.

4. The Recipient will insert the clauses of Appendix B of this Assurance, as a covenant running with 

the land, in any deed from the United States effecting or recording a transfer of real property, 

structures, use, or improvements thereon or interest therein to a Recipient.

5. That where the Recipient receives Federal financial assistance to construct a facility, or part of a 

facility, the Assurance will extend to the entire facility and facilities operated in connection 

therewith.

6. That where the Recipient receives Federal financial assistance in the form, or for the acquisition 

of real property or an interest in real property, the Assurance will extend to rights to space on, 

over, or under such property.

7. That the Recipient will include the clauses set forth in Appendix C and Appendix D of this 

Assurance, as a covenant running with the land, in any future deeds, leases, licenses, permits, or 

similar instruments entered into by the Recipient with other parties:
 

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a. for the subsequent transfer of real property acquired or improved under the applicable 

activity, project, or program; and 

b. for the construction or use of, or access to, space on, over, or under real property 

acquired or improved under the applicable activity, project, or program.

8. That this Assurance obligates the Recipient for the period during which Federal financial 

assistance is extended to the program, except where the Federal financial assistance is to 

provide, or is in the form of, personal property, or real property, or interest therein, or 

structures or improvements thereon, in which case the Assurance obligates the Recipient, or 

any transferee for the longer of the following periods:

a. the period during which the property is used for a purpose for which the Federal 

financial assistance is extended, or for another purpose involving the provision of similar 

services or benefits; or 

b. the period during which the Recipient retains ownership or possession of the property.

9. The Recipient will provide for such methods of administration for the program as are found by 

the Secretary of Transportation or the official to whom he/she delegates specific authority to 

give reasonable guarantee that it, other recipients, sub-recipients, contractors, subcontractors, 

consultants, transferees, successors in interest, and other participants of Federal financial 

assistance under such program will comply with all requirements imposed or pursuant to the 

Acts, the Regulations, and this Assurance.

10. The Recipient agrees that the United States has a right to seek judicial enforcement with regard 

to any matter arising under the Acts, the Regulations, and this Assurance.

By signing this ASSURANCE, the Recipient also agrees to comply (and require any sub-recipients, 

contractors, successors, transferees, and/or assignees to comply) with all applicable provisions 

governing FRA’s access to records, accounts, documents, information, facilities, and staff. You also 

recognize that you must comply with any program or compliance reviews, and/or complaint 

investigations conducted by FRA. You must keep records, reports, and submit the material for review 

upon request to FRA, or its designee in a timely, complete, and accurate way. Additionally, you must 

comply with all other reporting, data collection, and evaluation requirements, as prescribed by law or 

detailed in program guidance.

The Recipient gives this ASSURANCE in consideration of and for obtaining any Federal grants, loans, 

contracts, agreements, property, and/or discounts, or other Federal-aid and Federal financial assistance 

extended after the date hereof to the recipients by the FRA under this Agreement. This ASSURANCE is 

binding on the Recipient, other recipients, sub-recipients, contractors, subcontractors and their 

subcontractors’, transferees, successors in interest, and any other participants in the program or project 

funded under this Agreement.
 

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APPENDIX A

During the performance of this contract, the contractor, for itself, its assignees, and successors in interest 

(hereinafter referred to as the “contractor”) agrees as follows:

1. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply 

with the Acts and the Regulations relative to Non-discrimination in Federally assisted programs 

of the U.S. Department of Transportation, Federal Railroad Administration (FRA), as they may be 

amended from time to time, which are herein incorporated by reference and made a part of this 

contract.

2. Non-discrimination: The contractor, with regard to the work performed by it during the contract, 

will not discriminate on the grounds of race, color, or national origin in the selection and 

retention of subcontractors, including procurements of materials and leases of equipment. The 

contractor will not participate directly or indirectly in the discrimination prohibited by the Acts 

and the Regulations, including employment practices when the contract covers any activity, 

project, or program set forth in Appendix B of 49 C.F.R. Part 21. 

3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all 

solicitations, either by competitive bidding, or negotiation made by the contractor for work to be 

performed under a subcontract, including procurements of materials, or leases of equipment, 

each potential subcontractor or supplier will be notified by the contractor of the contractor’s 

obligations under this contract and the Acts and the Regulations relative to Non-discrimination on 

the grounds of race, color, or national origin.

4. Information and Reports: The contractor will provide all information and reports required by the 

Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, 

records, accounts, other sources of information, and its facilities as may be determined by the 

Recipient or FRA to be pertinent to ascertain compliance with such Acts, Regulations, and 

instructions. Where any information required of a contractor is in the exclusive possession of 

another who fails or refuses to furnish the information, the contractor will so certify to the 

Recipient or FRA, as appropriate, and will set forth what efforts it has made to obtain the 

information.

5. Sanctions for Noncompliance: In the event of a contractor’s noncompliance with the Nondiscrimination provisions of this contract, the Recipient will impose such contract sanctions as it 

or FRA may determine to be appropriate, including, but not limited to:

a. withholding payments to the contractor under the contract until the contractor complies; 

and/or

b. cancelling, terminating, or suspending a contract, in whole or in part.

6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through 

six in every subcontract, including procurements of materials and leases of equipment, unless 

exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will 

take action with respect to any subcontract or procurement as the Recipient or FRA may direct as 

a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the 
 

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contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier 

because of such direction, the contractor may request the Recipient to enter into any litigation to 

protect the interests of the Recipient. In addition, the contractor may request the United States to 

enter into the litigation to protect the interests of the United States.
 

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APPENDIX B

CLAUSES FOR DEEDS TRANSFERRING UNITED STATES PROPERTY

The following clauses will be included in deeds effecting or recording the transfer of real property, 

structures, or improvements thereon, or granting interest therein from the United States pursuant to the 

provisions of Specific Assurance 4:

NOW, THEREFORE, the U.S. Department of Transportation as authorized by law and upon the condition 

that the Recipient will accept title to the lands and maintain the project constructed thereon in 

accordance with the Infrastructure Investment and Jobs Act, Pub. L. No. 117-58 (Nov. 15, 2021), 23 U.S.C. 

§ 117 and the policies and procedures prescribed by the Federal Railroad Administration (FRA) of the U.S. 

Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, 

Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 

21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation 

pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 

U.S.C. § 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the Recipient all the 

right, title and interest of the U.S. Department of Transportation in and to said lands described in Exhibit A 

attached hereto and made a part hereof.

(HABENDUM CLAUSE)

TO HAVE AND TO HOLD said lands and interests therein unto Recipient and its successors forever, 

subject, however, to the covenants, conditions, restrictions and reservations herein contained as follows, 

which will remain in effect for the period during which the real property or structures are used for a 

purpose for which Federal financial assistance is extended or for another purpose involving the provision 

of similar services or benefits and will be binding on the Recipient, its successors and assigns.

The Recipient, in consideration of the conveyance of said lands and interests in lands, does hereby 

covenant and agree as a covenant running with the land for itself, its successors and assigns, that (1) no 

person will on the grounds of race, color, or national origin, be excluded from participation in, be denied 

the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in 

part on, over, or under such lands hereby conveyed [,] [and]* (2) that the Recipient will use the lands and 

interests in lands and interests in lands so conveyed, in compliance with all requirements imposed by or 

pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of 

the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of 

Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations and Acts 

may be amended[, and (3) that in the event of breach of any of the above-mentioned non-discrimination 

conditions, the Department will have a right to enter or re-enter said lands and facilities on said land, and 

that above described land and facilities will thereon revert to and vest in and become the absolute 

property of the U.S. Department of Transportation and its assigns as such interest existed prior to this 

instruction].*

(*Reverter clause and related language to be used only when it is determined that such a clause is 

necessary in order to make clear the purpose of Title VI.)
 

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APPENDIX C

CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE ACTIVITY, 

FACILITY, OR PROGRAM

The following clauses will be included in deeds, licenses, leases, permits, or similar instruments entered 

into by the Recipient pursuant to the provisions of Specific Assurance 7(a):

A. The (Recipient, lessee, permittee, etc. as appropriate) for himself/herself, his/her heirs, personal 

representatives, successors in interest, and assigns, as a part of the consideration hereof, does 

hereby covenant and agree [in the case of deeds and leases add “as a covenant running with the 

land”] that:

1. In the event facilities are constructed, maintained, or otherwise operated on the property 

described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S. Department 

of Transportation activity, facility, or program is extended or for another purpose involving 

the provision of similar services or benefits, the (Recipient, licensee, lessee, permittee, etc.) 

will maintain and operate such facilities and services in compliance with all requirements 

imposed by the Acts and Regulations (as may be amended) such that no person on the 

grounds of race, color, or national origin, will be excluded from participation in, denied the 

benefits of, or be otherwise subjected to discrimination in the use of said facilities. 

B. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, Recipient will have the right to terminate the (lease, license, permit, etc.) 

and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the 

(lease, license, permit, etc.) had never been made or issued.*

C. With respect to a deed, in the event of breach of any of the above Non-discrimination covenants, 

the Recipient will have the right to enter or re-enter the lands and facilities thereon, and the above 

described lands and facilities will there upon revert to and vest in and become the absolute property 

of the Recipient and its assigns.*

(*Reverter clause and related language to be used only when it is determined that such a clause is 

necessary to make clear the purpose of Title VI.)
 

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APPENDIX D

CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER THE ACTIVITY, 

FACILITY OR PROGRAM

The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements 

entered into by Recipient pursuant to the provisions of Specific Assurance 7(b):

A. The (Recipient, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs, personal 

representatives, successors in interest, and assigns, as a part of the consideration hereof, does 

hereby covenant and agree (in the case of deeds and leases add, “as a covenant running with the 

land”) that (1) no person on the ground of race, color, or national origin, will be excluded from 

participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of 

said facilities, (2) that in the construction of any improvements on, over, or under such land, and the 

furnishing of services thereon, no person on the ground of race, color, or national origin, will be 

excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, 

(3) that the (Recipient, licensee, lessee, permittee, etc.) will use the premises in compliance with all 

other requirements imposed by or pursuant to the Acts and Regulations, as amended, set forth in 

this Assurance.

B. With respect to (licenses, leases, permits, etc.), in the event of breach of any of the above Nondiscrimination covenants, Recipient will have the right to terminate the (license, permit, etc., as 

appropriate) and to enter or re-enter and repossess said land and the facilities thereon, and hold the 

same as if said (license, permit, etc., as appropriate) had never been made or issued.*

C. With respect to deeds, in the event of breach of any of the above Non-discrimination covenants, 

Recipient will there upon revert to and vest in and become the absolute property of Recipient and 

its assigns.*

(*Reverter clause and related language to be used only when it is determined that such a clause is 

necessary to make clear the purpose of Title VI.)
 

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APPENDIX E

During the performance of this contract, the contractor, for itself, its assignees, and successors in interest 

(hereinafter referred to as the “contractor”) agrees to comply with the following non-discrimination 

statutes and authorities; including but not limited to:

Pertinent Non-Discrimination Authorities:

• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits 

discrimination on the basis of race, color, national origin); and 49 C.F.R. Part 21.

• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. 

§ 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired 

because of Federal or Federal-aid programs and projects); 

• Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis 

of sex);

• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits 

discrimination on the basis of disability); and 49 C.F.R. Part 27;

• The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits 

discrimination on the basis of age);

• Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, 

(prohibits discrimination based on race, creed, color, national origin, or sex); 

• The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and 

applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and 

Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms 

“programs or activities” to include all of the programs or activities of the Federal-aid recipients, 

sub-recipients and contractors, whether such programs or activities are Federally funded or 

not);

• Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis

of disability in the operation of public entities, public and private transportation systems, places 

of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as 

implemented by Department of Transportation regulations at 49 C.F.R. Parts 37 and 38;

• The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits 

discrimination on the basis of race, color, national origin, and sex);

• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority 

Populations and Low-Income Populations, which ensures nondiscrimination against minority 

populations by discouraging programs, policies, and activities with disproportionately high and 

adverse human health or environmental effects on minority and low-income populations;

• Executive Order 13166, Improving Access to Services for Persons with Limited English 

Proficiency, and resulting agency guidance, national origin discrimination includes discrimination 

because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take 

reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. 

Reg. at 74087 to 74100);

• Title IX of the Education Amendments of 1972, as amended, which prohibits you from 

discriminating because of sex in education programs or activities (20 U.S.C. § 1681 et seq).
 

16

EXHIBIT B.2: CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY 

MATTERS -- PRIMARY COVERED TRANSACTIONS

2 C.F.R. Parts 180 and 1200

These assurances and certifications are applicable to all Federal-aid construction contracts, design-build 

contracts, subcontracts, lower-tier subcontracts, purchase orders, lease agreements, consultant 

contracts or any other covered transaction requiring FRA approval or that is estimated to cost $25,000 

or more—as defined in 2 C.F.R. Parts 180 and 1200.

By signing and submitting the Application and by entering into this Agreement, the Recipient is providing 

the assurances and certifications for First Tier Participants and Lower Tier Participants, as set out below. 

1. Instructions for Certification – First Tier Participants: 

a. The prospective first tier participant is providing the certification set out below.

b. The inability of a person to provide the certification set out below will not necessarily result in 

denial of participation in this covered transaction. The prospective first tier participant shall submit an 

explanation of why it cannot provide the certification set out below. The certification or explanation will 

be considered in connection with the department or agency’s determination whether to enter into this 

transaction. However, failure of the prospective first tier participant to furnish a certification or an 

explanation shall disqualify such a person from participation in this transaction.

c. The certification in this clause is a material representation of fact upon which reliance was placed 

when the contracting agency determined to enter into this transaction. If it is later determined that the 

prospective participant knowingly rendered an erroneous certification, in addition to other remedies 

available to the Federal Government, the contracting agency may terminate this transaction for cause of 

default.

d. The prospective first tier participant shall provide immediate written notice to the contracting 

agency to whom this proposal is submitted if any time the prospective first tier participant learns that its 

certification was erroneous when submitted or has become erroneous by reason of changed 

circumstances.

e. The terms “covered transaction,” “civil judgment,” “debarred,” “suspended,” “ineligible,”

“participant,” “person,” “principal,” and “voluntarily excluded,” as used in this clause, are defined in 2 

C.F.R. Parts 180 and 1200. “First Tier Covered Transactions” refers to any covered transaction between a 

Recipient or subrecipient of Federal funds and a participant (such as the prime or general contract).

“Lower Tier Covered Transactions” refers to any covered transaction under a First Tier Covered 

Transaction (such as subcontracts). “First Tier Participant” refers to the participant who has entered into 

a covered transaction with a Recipient or subrecipient of Federal funds (such as the prime or general 

contractor). “Lower Tier Participant” refers to any participant who has entered into a covered 

transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and 

suppliers). 
 

17

f. The prospective first tier participant agrees by submitting this proposal that, should the proposed 

covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction 

with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from 

participation in this covered transaction, unless authorized by the department or agency entering into 

this transaction.

g. The prospective first tier participant further agrees by submitting this proposal that it will include 

the clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary ExclusionLower Tier Covered Transactions,” provided by the department or contracting agency, entering into this 

covered transaction, without modification, in all lower tier covered transactions and in all solicitations 

for lower tier covered transactions exceeding the $25,000 threshold.

h. A participant in a covered transaction may rely upon a certification of a prospective participant in 

a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from 

the covered transaction, unless it knows that the certification is erroneous. A participant is responsible 

for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in 

covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier 

prospective participants, each participant may, but is not required to, check the System for Award 

Management website (https://www.sam.gov/), which is compiled by the General Services 

Administration.

i. Nothing contained in the foregoing shall be construed to require the establishment of a system of 

records in order to render in good faith the certification required by this clause. The knowledge and 

information of the prospective participant is not required to exceed that which is normally possessed by 

a prudent person in the ordinary course of business dealings.

j. Except for transactions authorized under paragraph (f) of these instructions, if a participant in a 

covered transaction knowingly enters into a lower tier covered transaction with a person who is 

suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition 

to other remedies available to the Federal Government, the department or agency may terminate this 

transaction for cause or default.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – First Tier 

Participants:

a. The prospective first tier participant certifies to the best of its knowledge and belief, that it and its 

principals:

(1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or 

voluntarily excluded from participating in covered transactions by any Federal department or 

agency;

(2) Have not within a three-year period preceding this proposal been convicted of or had a civil 

judgment, including a civil settlement, rendered against them for commission of fraud or a criminal 

offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or 

local) transaction or contract under a public transaction; violation of Federal or State antitrust 
 

18

statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of 

records, making false statements, or receiving stolen property;

(3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental 

entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph 

(a)(2) of this certification; and

(4) Have not within a three-year period preceding this application/proposal had one or more 

public transactions (Federal, State or local) terminated for cause or default.

b. Where the prospective participant is unable to certify to any of the statements in this 

certification, such prospective participant shall attach an explanation to this proposal.

2. Instructions for Certification - Lower Tier Participants:

(Applicable to all subcontracts, purchase orders and other lower tier transactions requiring prior FRA

approval or estimated to cost $25,000 or more - 2 C.F.R. Parts 180 and 1200)

a. The prospective lower tier participant is providing the certification set out below.

b. The certification in this clause is a material representation of fact upon which reliance was placed 

when this transaction was entered into. If it is later determined that the prospective lower tier 

participant knowingly rendered an erroneous certification, in addition to other remedies available to the 

Federal Government, the department, or agency with which this transaction originated may pursue 

available remedies, including suspension and/or debarment.

c. The prospective lower tier participant shall provide immediate written notice to the person to 

which this proposal is submitted if at any time the prospective lower tier participant learns that its 

certification was erroneous by reason of changed circumstances.

d. The terms “covered transaction,” “civil settlement,” “debarred,” “suspended,” “ineligible,”

“participant,” “person,” “principal,” and “voluntarily excluded,” as used in this clause, are defined in 2 

C.F.R. Parts 180 and 1200. You may contact the person to which this proposal is submitted for assistance 

in obtaining a copy of those regulations. “First Tier Covered Transactions” refers to any covered 

transaction between a Recipient or subrecipient of Federal funds and a participant (such as the prime or 

general contract). “Lower Tier Covered Transactions” refers to any covered transaction under a First Tier 

Covered Transaction (such as subcontracts). “First Tier Participant” refers to the participant who has 

entered into a covered transaction with a Recipient or subrecipient of Federal funds (such as the prime 

or general contractor). “Lower Tier Participant” refers any participant who has entered into a covered 

transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and 

suppliers).

e. The prospective lower tier participant agrees by submitting this proposal that, should the 

proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered 

transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from 

participation in this covered transaction, unless authorized by the department or agency with which this 

transaction originated.
 

19

f. The prospective lower tier participant further agrees by submitting this proposal that it will 

include this clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary 

Exclusion-Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions 

and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold.

g. A participant in a covered transaction may rely upon a certification of a prospective participant in 

a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from 

the covered transaction, unless it knows that the certification is erroneous. A participant is responsible 

for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in 

covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier 

prospective participants, each participant may, but is not required to, check the System for Award 

Management website (https://www.sam.gov/), which is compiled by the General Services 

Administration.

h. Nothing contained in the foregoing shall be construed to require establishment of a system of 

records in order to render in good faith the certification required by this clause. The knowledge and 

information of participant is not required to exceed that which is normally possessed by a prudent 

person in the ordinary course of business dealings.

i. Except for transactions authorized under paragraph e of these instructions, if a participant in a 

covered transaction knowingly enters into a lower tier covered transaction with a person who is 

suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition 

to other remedies available to the Federal Government, the department or agency with which this 

transaction originated may pursue available remedies, including suspension and/or debarment.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -- Lower Tier 

Participants:

1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor 

its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or 

voluntarily excluded from participating in covered transactions by any Federal department or agency.

2. Where the prospective lower tier participant is unable to certify to any of the statements in this 

certification, such prospective participant shall attach an explanation to this proposal.
 

20

EXHIBIT B.3: REQUIREMENTS REGARDING DELINQUENT TAX LIABILITY OR A FELONY CONVICTION 

UNDER ANY FEDERAL LAW

As required by sections 744 and 745 of Title VII, Division E of the Consolidated Appropriations Act, 2022, 

Pub. L. No. 117-103 (Mar. 15, 2022), and implemented through USDOT Order 4200.6, the funds provided 

under this award shall not be used to enter into a contract, memorandum of understanding, or 

cooperative agreement with, make a grant to, or provide a loan or loan guarantee to, any corporation 

that:

(1) Has any unpaid Federal tax liability that has been assessed, for which all judicial and 

administrative remedies have been exhausted or have lapsed, and that is not being paid in a 

timely manner pursuant to an agreement with the authority responsible for collecting the tax 

liability, where the awarding agency is aware of the unpaid tax liability, unless a Federal agency 

has considered suspension or debarment of the corporation and made a determination that 

suspension or debarment is not necessary to protect the interests of the Government; or 

(2) Was convicted of a felony criminal violation under any Federal law within the preceding 24 

months, where the awarding agency is aware of the conviction, unless a Federal agency has 

considered suspension or debarment of the corporation and made a determination that 

suspension or debarment is not necessary to protect the interests of the Government.

The Recipient therefore agrees:

1. Definitions. For the purposes of this exhibit, the following definitions apply:

“Covered Transaction” means a transaction that uses any funds under this award and that is a 

contract, memorandum of understanding, cooperative agreement, grant, loan, or loan guarantee.

“Felony Conviction” means a conviction within the preceding 24 months of a felony criminal 

violation under any Federal law and includes conviction of an offense defined in a section of the 

United States Code that specifically classifies the offense as a felony and conviction of an offense 

that is classified as a felony under 18 U.S.C. 3559.

“Participant” means the Recipient, an entity who submits a proposal for a Covered Transaction, or 

an entity who enters into a Covered Transaction.

“Tax Delinquency” means an unpaid Federal tax liability that has been assessed, for which all 

judicial and administrative remedies have been exhausted, or have lapsed, and that is not being paid 

in a timely manner pursuant to an agreement with the authority responsible for collecting the tax 

liability.

2. Mandatory Check in the System for Award Management. Before entering a Covered Transaction 

with another entity, a Participant shall check the System for Award Management (the “SAM”) at 

http://www.sam.gov/ for an entry describing that entity.

3. Mandatory Certifications. Before entering a Covered Transaction with another entity, a Participant 

shall require that entity to:
 

21

(1) Certify whether the entity has a Tax Delinquency; and

(2) Certify whether the entity has a Felony Conviction.

4 Prohibition. If

(1) the SAM entry for an entity indicates that the entity has a Tax Delinquency or a Federal 

Conviction;

(2) an entity provides an affirmative response to either certification in section 3; or

(3) an entity’s certification under section 3 was inaccurate when made or became inaccurate 

after being made

then a Participant shall not enter or continue a Covered Transaction with that entity unless the 

USDOT has determined in writing that suspension or debarment of that entity are not necessary to 

protect the interests of the Government.

5. Mandatory Notice to the USDOT.

(a) If the SAM entry for a Participant indicates that the Participant has a Tax Delinquency or a 

Felony Conviction, the Recipient shall notify the USDOT in writing of that entry.

(b) If a Participant provides an affirmative response to either certification in section 1, the Recipient 

shall notify the USDOT in writing of that affirmative response.

(c) If the Recipient knows that a Participant’s certification under section 1 was inaccurate when 

made or became inaccurate after being made, the Recipient shall notify the USDOT in writing of 

that inaccuracy.

6. Flow Down. For all Covered Transactions, including all tiers of subcontracts and subawards, the 

Recipient shall:

(1) require the SAM check in section 2;

(2) require the certifications in section 3;

(3) include the prohibition in section 4; and

(4) require all Participants to notify the Recipient in writing of any information that would 

require the Recipient to notify the USDOT under section 5.
 

22

EXHIBIT B.4: RECIPIENT POLICY TO BAN TEXT MESSAGING WHILE DRIVING

(a) Definitions. The following definitions are intended to be consistent with the definitions in

DOT Order 3902.10, Text Messaging While Driving (Dec. 30, 2009) and Executive Order 13513, Federal 

Leadership on Reducing Text Messaging While Driving (Oct. 1, 2009). For clarification purposes, they 

may expand upon the definitions in the executive order.

For the purpose of this Term B.4, “Motor Vehicles” means any vehicle, self-propelled or drawn by 

mechanical power, designed and operated principally for use on a local, State or Federal roadway, but 

does not include a military design motor vehicle or any other vehicle excluded under Federal 

Management Regulation 102-34-15.

For the purpose of this Term B.4, “Driving” means operating a motor vehicle on a roadway, including 

while temporarily stationary because of traffic congestion, a traffic signal, a stop sign, another traffic 

control device, or otherwise. It does not include being in your vehicle (with or without the motor 

running) in a location off the roadway where it is safe and legal to remain stationary.

For the purpose of this Term B.4, “Text messaging” means reading from or entering data into any 

handheld or other electronic device (including, but not limited to, cell phones, navigational tools, laptop 

computers, or other electronic devices), including for the purpose of Short Message Service (SMS) 

texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form 

of electronic data retrieval or electronic data communication. The term does not include the use of a cell 

phone or other electronic device for the limited purpose of entering a telephone number to make an 

outgoing call or answer an incoming call, unless this practice is prohibited by State or local law. The term 

also does not include glancing at or listening to a navigational device that is secured in a commercially 

designed holder affixed to the vehicle, provided that the destination and route are programmed into the 

device either before driving or while stopped in a location off the roadway where it is safe and legal to 

remain stationary.

For the purpose of this Term B.4, the “Government” includes the United States Government and State, 

local, and tribal governments at all levels.

(b) Workplace Safety. In accordance with Executive Order 13513, Federal Leadership on Reducing Text

Messaging While Driving (Oct. 1, 2009) and DOT Order 3902.10, Text Messaging While Driving (Dec. 30, 

2009), the Recipient, subrecipients, contractors, and subcontractors are encouraged to:

(1) adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers 

including policies to ban text messaging while driving—

(i) Company-owned or -rented vehicles or Government-owned, leased or rented

vehicles; or

(ii) Privately-owned vehicles when on official Government business or when performing

any work for or on behalf of the Government.

(2) Conduct workplace safety initiatives in a manner commensurate with the size of the

business, such as—

(i) Establishment of new rules and programs or re-evaluation of existing programs to

prohibit text messaging while driving; and

(ii) Education, awareness, and other outreach to employees about the safety risks

associated with texting while driving.
 

23

(c) Subawards and Contracts. To the extent permitted by law, the Recipient shall insert the substance of 

this exhibit, including this paragraph (c), in all subawards, contracts, and subcontracts under this award 

that exceed the micro-purchase threshold, other than contracts and subcontracts for the acquisition of 

commercially available off-the-shelf items.
 

24

EXHIBIT B.5: EQUIVALENT LABOR PROTECTIONS UNDER 49 U.S.C. 22905(c)(2)(B)

This Exhibit provides guidance on the protective arrangements equivalent to the protective 

arrangements established under Section 504 of the Railroad Revitalization Reform Act of 1976, with 

respect to employees affected by actions taken in connection with a Project financed in whole or in part 

with financial assistance subject to 49 U.S.C. § 22905(c)(2)(B). Fluctuations and changes in volume or 

character of employment brought about solely by other causes are not within the scope of this Exhibit. 

1. Definitions. Whenever used in this Exhibit, capitalized terms shall have the meanings 

below: 

(a) “Average Monthly Compensation” means the total compensation received by a 

Displaced Employee or a Dismissed Employee during the last twelve (12) months in which they were 

employed immediately preceding the date of their displacement or dismissal, divided by twelve (12). 

The Average Monthly Compensation shall be adjusted to reflect subsequent general wage increases.

(b) “Average Monthly Time” means the total number of hours worked by a Displaced 

Employee during the last twelve (12) months in which they were employed immediately preceding the 

date of their displacement, divided by twelve (12).

(c) “Day” means one 24-hour calendar day (including holidays and weekends) for purposes 

of calculating deadlines and other timeframes in this Exhibit. 

(d) “Displaced Employee” means a Protected Employee who remains employed by a 

Railroad but, as a result of a Project, is placed in a worse position with respect to compensation and 

rules governing working conditions. A Protected Employee’s status as a Displaced Employee begins on 

the date said employee is harmed.

(e) “Dismissed Employee” means a Protected Employee who: (1) as a result of a Project, is 

deprived of employment with the Railroad because (i) the Railroad eliminates the Protected Employee’s 

position, or (ii) the Railroad eliminates another employee’s position (and that employee’s exercise of 

seniority rights results in the Protected Employee’s inability to secure another position by the exercise of 

the Protected Employee’s seniority rights); and (2) is unable to secure another position by exercise of 

their seniority rights A Protected Employee’s status as a Dismissed Employee begins on the date said 

employee is deprived of employment.

(f) “Project” means any action financed in whole or in part with financial assistance subject 

to 49 U.S.C. § 22905(c)(2)(B).

(g) “Protected Employee” means an employee of a Railroad who is affected by actions 

taken pursuant to a Project, whether the Project is initiated by a Railroad or a Recipient. If a Railroad 

rearranges or adjusts its forces in anticipation of a Project with the purpose or effect of depriving an 

employee of benefits to which they otherwise would have become entitled under this Exhibit, then that 

employee is a Protected Employee under this Exhibit. An employee’s status as a Protected Employee 

shall continue for the duration of the applicable Protective Period. An employee who solely benefitted 

as a result of a Project shall not be a Protected Employee under this Exhibit. 

(h) “Protective Period” means that period during which a Displaced Employee or a 

Dismissed Employee is provided the protections described in this Exhibit. The Protective Period begins 
 

25

on the date an employee of a Railroad is displaced or dismissed and ends after six (6) years. However, 

the Protective Period for any particular employee shall not continue longer than the period of time the 

Railroad employed the employee prior to the date of their displacement or dismissal. For purposes of 

this Exhibit, an employee’s length of service shall be determined in accordance with the provisions of 

Section 7(b) of the Washington Job Protection Agreement of May 1936, as amended.

(i) “Recipient” means any person or entity receiving financial assistance subject to the 

requirements of 49 U.S.C. § 22905(c), including grantees, subrecipients, contractors, and subcontractors.

(j) “Railroad” means (1) a railroad carrier as defined in 49 U.S.C. § 20102(3), or (2) any 

person deemed a rail carrier pursuant to 49 U.S.C. § 22905(b).

2. Flow Down.

(a) In accepting financial assistance for a Project, the Recipient is responsible for ensuring 

the compliance with the protections provided in this Exhibit. The Recipient shall make the acceptance of 

this Exhibit a condition of any new contract (or incorporate its terms into any existing contract by 

amendment) that uses funds subject to the requirements of 49 U.S.C. § 22905(c). These conditions shall 

apply to a Recipient, any Railroad and any contractor of any tier with which the Recipient contracts using 

funds subject to the requirements of 49 U.S.C. § 22905(c).

(b) The Recipient shall require in an agreement (either in a new agreement or as an 

amendment to an existing agreement) with a Railroad owning the right-of-way to be improved by a 

Project that the Railroad notify its employees (or their representatives) of the Project being funded with 

financial assistance subject to 49 U.S.C. § 22905(c) and the applicability of these protections.

(c) Any Railroad employee (or their representatives) may notify a Recipient of a dispute or 

controversy relating to the requirements of this Exhibit to ensure compliance with 49 U.S.C. § 

22905(c)(2)(B).

3. Collective Bargaining Agreements.

(a) Existing Agreements. The rates of pay, rules, working conditions, and all collective 

bargaining and other rights, privileges, and benefits (including continuation of pension rights and 

benefits) of a Railroad’s employees under applicable laws, regulations, and/or existing collective 

bargaining agreements shall be preserved and remain applicable unless changed by future collective 

bargaining agreements or applicable statutes or regulations. As applied to the regulation of 

subcontracting by the Railroads of a Project, the provisions of this section shall mean that a 

determination of whether or not such work validly may be subcontracted by a Railroad shall not be 

affected by the fact that the work is being financed by funds subject to the requirements of 49 U.S.C. § 

22905(c)(2)(B). Nothing in this Exhibit shall be construed as depriving any Railroad employee of any 

rights or benefits or eliminating any obligations that such employee may have under any existing 

contractual or statutory arrangement, including job security agreements, protective conditions, or 

arrangements.

(b) Election by Protected Employee. Where a Protected Employee is eligible for protections 

under both this Exhibit and another contractual or statutory arrangement, the Protected Employee shall 

elect between the protection under this Exhibit and protection under such other arrangement. After 
 

26

such an election, the Protected Employee shall be protected only by the arrangement that they elect. 

The Protected Employee shall not be entitled to any protection or benefit (regardless of whether such 

benefit is duplicative) under the arrangement that they do not elect. However, if the elected protection 

expires pursuant to the terms of the arrangement that governs the elected protection, the Protected 

Employee is entitled to protection under the arrangement not originally elected for the remainder, if 

any, of the Protective Period.

4. Change in Operations, Services, Facilities, or Equipment.

(a) Notice. When a Railroad contemplates a change or changes in its operations, services, 

facilities, or equipment as a result of a Project, which may cause the dismissal or displacement of 

Protected Employees or rearrangement of forces involving such employees, it shall give at least sixty

(60) days’ written notice of such intended changes to both Protected Employees and their duly 

authorized representatives (if applicable). Such notice shall contain a full and adequate description of 

the proposed changes, including an estimate of the number of Protected Employees of each class 

affected by the intended changes.

(b) Negotiations. 

(i) Initiation of Negotiation. Within sixty (60) days after the Railroad issues a notice 

under Section 4(a) of this Exhibit, the Railroad or the Protected Employees (or their 

representatives) may, by written notice to the other party, request a meeting and opportunity 

to negotiate an agreement with respect to the application of the terms and conditions of this 

Exhibit. These negotiations shall commence within fourteen (14) days from the receipt of such 

request.

(ii) Subject of Negotiations. Each change to rail operations, services, facilities, 

infrastructure, or equipment (including rights-of-way, track, and signal and crossing systems) 

that may result in dismissal or displacement of Protected Employees or rearrangement of forces 

involving such employees shall be subject to review and negotiation by the parties, but only to 

the extent necessary to ensure compliance with this Exhibit. For any contemplated 

rearrangement of rail forces, the Railroad and the representative(s) of the Protected Employees 

shall agree on the method of selection of employees to be moved, and the assignment of those 

employees to new roles.

(c) Arbitration. If the Railroad and the representative(s) of the Protected Employees fail to 

agree within forty-five (45) days from the initial meeting and opportunity to negotiate, either party may 

submit the dispute for arbitration in accordance with the following procedures:

(i) Notice & Selection of Arbitrator. Within ten (10) days after either party has 

notified the other in writing of their desire to submit the dispute for arbitration, the parties shall 

select a neutral arbitrator. If the parties cannot agree upon the selection of said arbitrator, then 

the parties shall submit a request to the National Mediation Board to appoint an arbitrator. In 

either case, a hearing shall be scheduled no later than thirty (30) days after an arbitrator has 

been appointed.
 

27

(ii) Binding Decision. The decision of the arbitrator shall be final, binding, and 

conclusive and shall be rendered within thirty (30) days from the date of the commencement of 

the hearing of the dispute.

(iii) Expenses. The salary and expenses of the arbitrator shall be borne equally by 

the parties to the proceeding; all other expenses shall be paid by the party incurring them.

(d) Implementation. If a notice is issued under Section 4(a), the Railroad shall not 

implement such a change or changes until: (i) sixty (60) days after the notice in accordance with Section 

4(a), if no party requests a meeting and opportunity to negotiate; (ii) the parties reach agreement 

pursuant to Section 4(b), if a party requests a meeting and opportunity to negotiate; or (iii) a referee has 

rendered a decision pursuant to Section 4(c).

5. Protections for Displaced Employees

(a) Displacement Allowances. 

(i) In General. If a Displaced Employee is unable, in the normal exercise of such 

employee’s seniority rights under existing agreements, rules and practices, to obtain a position 

that is compensated equal to or exceeding the compensation the Displaced Employee received 

in the position from which such employee was displaced, then the Displaced Employee shall, 

during the Protective Period, be paid a monthly displacement allowance equal to the difference 

between the monthly compensation received by the Displaced Employee in the position in 

which such employee is retained and the Average Monthly Compensation received by the 

Displaced Employee in the position from which such employee was displaced (the 

“Displacement Allowance”).

(ii) Application of Displacement Allowance. If a Displaced Employee’s compensation 

in that employee’s retained position is less in any month in which such employee performs work 

than the Average Monthly Compensation, then the Displaced Employee shall be paid the 

difference between the current compensation and the Average Monthly Compensation. 

However, the Displacement Allowance shall be reduced by the Displaced Employee’s time lost 

as a result of voluntary absences, to the extent that the Displaced Employee is not available for 

service equivalent to the Displaced Employee’s Average Monthly Time. If, on the other hand, the 

Displaced Employee, in such employee’s retained position, works in excess of the Average 

Monthly Time in any given month, then the Displaced Employee shall be additionally 

compensated for such excess time at the rate of pay of the employee’s retained position. If a 

Displaced Employee fails to exercise their seniority rights to secure another position available to 

the employee which does not require a change in such employee’s place of residence, to which 

the employee is entitled under the working agreement, and which carries a rate of pay and 

compensation exceeding those of the position that the employee elects to retain, then the 

Displaced Employee shall thereafter be treated for the purposes of this section as occupying the 

position such employee elects to decline.

(iii) Early Expiration. The Displacement Allowance shall cease prior to the expiration 

of the Protective Period in the event of the Displaced Employee’s resignation, death, retirement, 

or dismissal for justifiable cause.
 

28

(b) Moving Expenses. Any Protected Employee retained in the service of a Railroad, or who 

is later restored to service after being entitled to receive a Dismissal Allowance, and is required to 

change the point of such employee’s employment as a result of the Project, and within the employee’s 

Protective Period is required to move the employee’s place of residence, shall be reimbursed for all 

expenses of moving the employee’s household and other personal effects, including travel expenses, 

temporary living expenses, and any actual wage loss during the time necessary to make the move, and 

for a reasonable time thereafter, not to exceed five (5) days.

(i) Prior Agreement. The exact extent of the responsibility of a Railroad under this 

Section and the ways and means of transportation shall be agreed upon in advance by the 

Railroad and the Protected Employee or their representatives.

(ii) Exception. Changes in residence that are not a result of a Project, which are 

made after the initial change and that grow out of the normal exercise of seniority rights, are 

not within the purview of this Section.

(iii) Furloughed Employees. The Railroad shall, to the same extent provided above, 

assume the moving expenses outlined in Section 5(b) for an employee furloughed within three 

(3) years after changing such employee’s point of employment as a result of a Project, who 

elects to move their place of residence back to their original point of employment.

(iv) Reimbursement. A claim for reimbursement shall be paid under the provisions 

of this Section within sixty (60) days after it is submitted, unless disputed by the Railroad, but no 

claim shall be paid if presented to the Railroad more than ninety (90) days after the date on 

which the expenses were incurred.

(c) Losses from Home Sale or Contract Termination. Any Displaced Employee who is 

retained in the service of a Railroad (or who is later restored to service after being entitled to receive a 

dismissal allowance), and who is required to change the point of such employee’s employment during 

the Protective Period as a result of a Project, is entitled to the following:

(i) Home Sale for Less Than Fair Market Value. If the Displaced Employee owns 

their place of residence in the locality from which such employee is required to move, then at 

the Displaced Employee’s option, the Railroad shall reimburse the Displaced Employee for the 

difference between the actual sale price and the fair market value of the employee’s place of 

residence. The Railroad shall pay such difference within sixty (60) days after the Displaced 

Employee has filed a claim for such loss in accordance with Section 5(c)(vi), unless a controversy 

arises as to which Section 5(c)(vii) applies. In each case, the fair market value of the home in 

question shall be determined without consideration of the Project. The Railroad shall in each 

instance be afforded an opportunity to purchase the home at such fair market value before it is 

sold by the Displaced Employee to any other person.

(ii) Election to Receive Closing Costs. The Displaced Employee may elect to waive 

the provisions of Section 5(c)(i) and to receive, in lieu thereof, an amount equal to the closing 

costs that are customarily paid for and assumed by a seller of real estate in the jurisdiction in 

which the employee’s residence is located. Such costs shall include customary fees paid to a 

licensed realtor (not to exceed six percent (6%) of the final sale price) and any prepayment 

penalty required by any mortgagor or beneficiary of a deed of trust. Such costs shall not include 
 

29

the payment of any mortgage discount points or similar interest discount fees by the Displaced

Employee.

(iii) Pending Contract to Purchase. If a Displaced Employee has entered into a 

contract to purchase a place of residence, but due to a Project must cancel that contract, the 

Railroad shall indemnify the Displaced Employee against any losses due to such cancellation, 

and shall relieve the Displaced Employee from any further obligation under the contract.

(iv) Unexpired Lease. If the Displaced Employee holds an unexpired lease of a 

dwelling as the employee’s primary place of residence, and the Displaced Employee must cancel 

the lease due to a Project, the Railroad shall indemnify the Displaced Employee from all costs 

and liability arising from said cancellation.

(v) Exclusions. Any change in residence that is not due to or caused by a Project, or 

that resulted from the normal exercise of a Protected Employee’s seniority rights, shall not be 

within the purview of this Section.

(vi) Notification of Claims. A Displaced Employee shall notify, in writing, the Railroad 

of such employee’s claim arising from this Section 5(c) within one (1) year of the date the 

Displaced Employee’s claim accrues.

(vii) Home Value Disagreements. In the event of disagreement between a Railroad 

and a Displaced Employee as to the value of a Displaced Employee’s claim, either party (or their 

representatives) may request, in writing, a joint conference to resolve the disagreement.

A. Real Estate Appraisers. If the parties are unable to resolve the disagreement, either 

party may refer the disagreement to two licensed real estate appraisers, one of 

whom shall be selected by the Displaced Employee (or such employee’s 

representatives), and one of whom shall be selected by the Railroad. If the two 

selected real estate appraisers are unable to agree on a valuation within thirty (30) 

days, the selected real estate appraisers shall designate (or agree to a method by 

which to select) a third licensed real estate appraiser within ten (10) days. If unable 

to agree on a selection, either party may request the National Mediation Board to 

designate within twenty (20) days a third licensed real estate appraiser. A decision 

by two of the three licensed real estate appraisers shall be required to determine 

the value in dispute. Said decision shall be final and conclusive.

B. Payment of Expenses. The salary and expenses of the third or neutral appraiser shall 

be borne equally by the parties to the proceedings. All other expenses shall be paid 

by the party incurring them, including the compensation of the appraiser selected 

by such party.

(d) Failure to Exercise Seniority Rights. If a Displaced Employee is able but does not 

exercise such employee’s seniority rights to secure another position that does not require a change in 

the employee’s primary place of residence, the Displaced Employee shall not be entitled to moving 

expenses or protections due to the sale of a home outlined in Sections 5(b)&(c).
 

30

6. Protections for Dismissed Employees.

(a) Dismissal Allowance. A Dismissed Employee shall be paid a monthly dismissal allowance 

from the date they are deprived of employment through the Protective Period.

(i) Monthly Dismissal Allowance Calculation. The monthly dismissal allowance shall 

be equivalent to the Average Monthly Compensation received by the Dismissed Employee in the 

last twelve (12) months of employment prior to the employee’s dismissal.

(ii) Submission of Claim. A claim for the initial month of a dismissal allowance shall 

be paid within ninety (90) days and a claim for a subsequent month shall be paid within sixty 

(60) days after the claim is filed by the Dismissed Employee, unless the claim is disputed by the 

Railroad pursuant to Section 8 of this Exhibit. 

(iii) Reduction or Suspension of Dismissal Allowance. If a Dismissed Employee 

accepts new employment (or reemployment by the dismissing Railroad) during the Protective 

Period, the dismissal allowance shall be reduced such that the accepted monthly compensation 

at the then-current position (including any unemployment insurance compensation received) 

plus the dismissal allowance is equivalent to the Dismissed Employee’s Average Monthly 

Compensation. If the compensation of the Dismissed Employee’s then-current employment is 

greater than the dismissal allowance, the dismissal allowance shall be suspended. Such 

reduction or suspension shall continue for the duration of the Protective Period, unless and until 

the Dismissed Employee’s then-current compensation is reduced or eliminated. Prior to 

dismissal, such Dismissed Employee (or their representative) and the dismissing Railroad shall 

agree upon a procedure by which such Railroad shall be informed of the earnings and benefits 

of such Dismissed Employee in their new position of employment.

(iv) Early Termination. The dismissal allowance shall cease prior to the expiration of 

the Protective Period in the event of the Dismissed Employee’s resignation, death, retirement, 

dismissal for justifiable cause under existing agreements, failure without good cause to return to 

service after being notified in accordance with an applicable working agreement, or failure 

without good cause to accept a comparable position that does not require a change of 

residence, for which the Dismissed Employee is qualified and eligible with the Railroad from 

which such employee was dismissed after being notified, if the employee’s return does not 

infringe upon employment rights of other employees under a working agreement.

(b) Separation Allowance. A Dismissed Employee may, at such employee’s option, within 

seven (7) days of dismissal or an arbitration award establishing the employee’s status as a Dismissed 

Employee, resign and (in lieu of all other benefits and protections provided in this Exhibit) accept a lump 

sum payment computed in accordance with Section 9 of the Washington Job Protection Agreement of 

May 1936, as amended.

(c) Priority of Employment or Re-Employment. Any Protected Employee whose 

employment is terminated or who is furloughed as a result of a Project shall, if they so request, be 

granted priority of employment or re-employment to fill a position comparable to that which they held 

on the Railroad (even if in a different craft or class), so long as they are qualified, or by training or 

retraining can become physically and mentally qualified, for the position. However, such priority of 
 

31

employment or re-employment must not be in contravention of any relevant collective bargaining 

agreements. 

(i) Training or Re-Training. In the event such training or retraining is requested by a 

Protected Employee pursuant to Section 6(c), the Railroad shall provide such training or retraining at no 

cost to the Protected Employee.

(ii) Waiver of Protections. If a Protected Employee who has made a request under Section 

6(c) fails without good cause within ten (10) days to accept an offer of a comparable position for which 

such employee has satisfactorily completed such training, the Protected Employee shall, upon the 

expiration of such ten (10) day period, forfeit all rights and benefits under this Exhibit. 

7. Fringe Benefits. No Protected Employee shall be deprived during the Protective Period 

of any (non-salary) rights, privileges, or benefits attached to such employee’s previous employment 

under the terms and conditions of an existing employment agreement (including, but not limited to, free 

transportation, hospitalization, pensions, insurance, or vacation benefits), so long as such rights, 

privileges, or benefits continue to be accorded to other employees of the Railroad, in active service or 

on furlough as the case may be, to the extent that such rights, privileges, or benefits can be so 

maintained under present authority of law, corporate action, or through future authorization.

8. Arbitration of Disputes.

(a) Scope. Any dispute under these conditions not settled by the relevant parties will be 

resolved in arbitration as provided herein. In the event a Railroad and the Protected Employee(s) (or 

their representatives) cannot settle a dispute or controversy with respect to the interpretation, 

application, or enforcement of any provision of this Exhibit (other than those Sections of this Exhibit that 

provide for another means of dispute resolution) within thirty (30) days after the dispute arises, either 

party may refer the dispute to an arbitration committee. The affected Protected Employee(s) (or their 

representatives) may notify a Recipient of a dispute or controversy under this Section 8 to ensure 

compliance with 49 U.S.C. § 22905(c)(2)(B).

(b) Notice. The party referring the dispute to an arbitration committee shall notify the 

other party in writing of its intent to refer a dispute or controversy to an arbitration committee.

(c) Selection of Members. Within ten (10) days of receipt of the written notice, each party 

to the arbitration shall select one (1) member of the committee, and the members thus chosen shall 

select an additional, neutral member to serve as chairman. If any party fails to select its member of the 

arbitration committee within the prescribed time limit, the general chairman of the involved labor 

organization or a senior officer designated by the Railroad or the Recipient, as the case may be, shall be 

deemed the selected member. Should the members be unable to agree upon the appointment of the 

neutral member within ten (10) days, the parties shall then within an additional ten (10) days agree to a 

method by which a neutral member shall be appointed; failing such agreement, either party may 

request the National Mediation Board to designate within twenty (20) days the neutral member whose 

designation will be binding upon the parties.

(d) Multiple Representatives. In the event a dispute involves more than one labor 

organization, each will be entitled to a representative on the arbitration committee, in which event the 

Railroad or Recipient may appoint additional representatives equivalent to the number of labor
 

32

organization representatives; provided, however, that the decision in such case shall be made by the 

neutral member.

(e) Decisions Binding. The decision, by majority vote except as provided otherwise in 

paragraph (d) of this Section, of the arbitration committee shall be final, binding, conclusive, and 

rendered within forty-five (45) days after the hearing of the dispute or controversy has been concluded 

and the record closed.

(f) Expenses. The salaries and expenses of the neutral member shall be borne equally by 

the parties to the proceeding, and all other expenses shall be paid by the party incurring them.

9. Classification of a Protected Employee. In the event an employee (or their 

representatives) cannot settle a dispute or controversy with the Railroad or the Recipient as to whether 

or not a particular employee would be affected by a Project, either party may refer the dispute to an 

arbitration committee within thirty (30) days after the dispute arises pursuant to the arbitration 

procedures in Section 8. For any such dispute, the employee of a Railroad shall have the burden to 

identify, with reasonable specificity, the Project that allegedly affected them, and to specify the 

pertinent facts of that Project, including the change or changes resulting from the Project that allegedly 

affected them. The burden shall then shift to the Railroad or Recipient to show that factors other than a 

change resulting from the Project affected the employee. The employee shall prevail on this issue if it is 

established that the Project had an effect upon the employee, even if other factors also may have 

affected the employee.

10. Resolution of Disputes for Non-Bargaining Unit Protected Employees. Any Protected 

Employee who is not represented by a labor organization shall be afforded substantially the same levels 

of protection as are afforded to members of labor organizations under this Exhibit. In the event any 

dispute arises between a Railroad and an employee not represented by a labor organization with 

respect to the interpretation, application, or enforcement of any provision of this Exhibit that cannot be 

settled by the parties within thirty (30) days after the dispute arises, either party may, as an alternative 

to the dispute resolution procedures outlined in this Exhibit, refer the dispute within ninety (90) days 

after the dispute arises to the Secretary of Labor for determination. The determination of the Secretary 

of Labor, or their designated representative, shall be final and binding on the parties.

11. Severability. In the event any provision of this Exhibit is held to be invalid or otherwise 

unenforceable under applicable law, the remaining provisions of this Exhibit shall not be affected.
 

33

EXHIBIT C: QUARTERLY PROJECT PROGRESS REPORTS AND RECERTIFICATIONS
11. Certification: By checking this box, I certify that I have reviewed this report and that, to the best of my knowledge, the

report is complete, accurate, and meets the terms and conditions of the award.

1. Report Submission Date (mm/dd/yy): 2. Report Quarter: 3. FFY:

B. Overall Project Status

a. Status b. Explanation

12. Scope

13. Schedule

14. Budget

1 

A. Submission Information

4. Agreement Number 5. Project Title 6. Project Type

7. Completed By (Name) 8. Title 9. Email 10. Phone

15. Significant Activities this Quarter 16. Significant Activities Planned for Next Quarter

Paperwork Reduction Act Burden Statement A federal agency may not conduct or sponsor, and a person is not required to respond to, nor shall a person be subject to a penalty for 

failure to comply with a collection of information subject to the requirements of the Paperwork Reduction Act unless that collection of information displays a currently valid OMB 

Control Number. The OMB Control Number for this information collection is 2130-0615. Public reporting for this collection of information is estimated to be approximately 4 hours 

per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, completing and reviewing the collection of 

information. All responses to this collection of information are mandatory. Send comments regarding this burden estimate or any other aspect of this collection of information, 

including suggestions for reducing this burden to: Information Collection Clearance Officer (RAD-20), Federal Railroad Administration, 1200 New Jersey Avenue, Washington, DC. 

20590.

Expires 01/31/2025 OMB Control No. 2130-0615

FRA F 34

FRA GRANT/COOPERATIVE AGREEMENT 

Quarterly Progress Report 
C. Financial Status

Reimbursement Forecast 

25. Planned Reimbursement Requests to FRA 26. Unliquidated Obligations

25 a. Next Quarter 25 b. Next Four Quarters 

(Cumulative)

26 a. Any reported 

on this quarter’s 

SF-425?

26 b. Explanation

2 

18. Budget

Changes? 18 a. Status 18 b. Explanation

Budget Status 

Expenditures and Reimbursement Status 

Funding Source Actual Expenditures this Quarter

19. FRA Grant:

20. Grantee Match:

21. Other Federal Funds:

22. Total:

23. Accomplishments Related to Expenditures in this

Quarter

24. Accomplishments Related to Expenditures in other

Quarters (if applicable)

17. Amendment

Request? 17 a. Status 17 b. Explanation

FRA F 34 (4/2021)
If your project contains one or more of the following components, please report on all that apply:

Completion Date

27. Milestone Name 28. Status 29. Planned 30. Actual

31. Change

to Status? 32. Status Notes

All Projects

27 a. Award of SubContract(s) 

27 b. Project Work Begun

27 c. Project Substantially

Complete

Projects with a Construction Component

27 d. Construction Notice to 

Proceed Issued 

27 e. ROW Acquisition 

Complete 

27 f. Construction GroundBreaking 

27 g. Construction 

Substantially Complete 

27 h. Environmental 

Mitigation Substantially

Complete 

27 i. Ribbon-Cutting 

Ceremony 

27 j. Commencement of 

Service

Projects with a Rolling Stock Component

27 k. Test Vehicle Complete

27 l. First Rolling Stock 

Delivery 

3 

D. Major Milestones

mm/dd/yy

FRA F 34 (4/2021)
Completion Date

(mm/dd/yy)

36 37. Planned 38. Actual . Task

Started?

34. Task Name 35. Status

Contingency (optional)

33. Task #

4 

E. Statement of Work Task Status

FRA F 34 (4/2021)
E. Statement of Work Task Status (Continued)

5 

41. Status Notes

= Drop Down Menu

FRA F 34 (4/2021)