The URL can be used to link to this page

Home My WebLink AboutCALIFORNIA, STATE OF (DEPARTMENT OF TRANSPORTATION) (3) INSURANCE NOT REQUIRED Return FULLY EXECUTED A-2026-103 WORD{t0AY PROCEED r Capy to City Clerk, M-30 CITY CLERK DATE: ��AUG 17 2626 REBUILDING AMERICAN INFRASTRUCTURE WITH SUSTAINABILITY AND EQUITY PROGRAM (RAISE) RECIPIENT- DESIGNATED SUBRECIPIENT AGREEMENT FEDERAL FUNDING YEAR 2024 This Federal Fiscal Year (FY) 2024 RAISE Recipient— Designated Subrecipient Agreement (Agreement) is between the State of California Department of Transportation Division of Local Assistance ("Recipient" or"Caltrans") and City of Santa Ana, a charter city and municipal corporation ("City" or"Designated Subrecipient"), collectively known as "Parties." RECITALS WHEREAS, RAISE Grant funds were provided under the authority of the Infrastructure Investment and Jobs Act, Pub. L. 117-58 (November 15, 2021), and the Consolidated Appropriations Act, 2024, Pub. L. No 118-42 (March 8, 2024) for fiscal year 2024 under the heading "National Infrastructure Investments," to carry out 49 U.S.C. § 6702; and WHEREAS, on November 30, 2024, the United State Department of Transportation (USDOT) posted a funding opportunity through the Fiscal Year 2024, Rebuilding American Infrastructure with Sustainability and Equity (RAISE) Grant Program at Grants.gov, with the funding opportunity title "FY 2024 National Infrastructure Investments" and funding opportunity number DTOS59-24-RA-RAISE; and WHEREAS, this notice of funding opportunity posted at Grants.gov, as amended on February 23, 2024, (the "NOFO") solicited applications for Federal financial assistance under the fiscal year 2024 RAISE Program; and WHEREAS, on or before February 28 2024 the Designated Subrecipient applied for RAISE Grant. funding from the United States Department of Transportation (Federal Agency) for the Santa Ana Boulevard Grade Separation Project ("Project"), which will fund the reconstruction of an existing rail crossing with the Southern California Regional Rail Authority(SCCRA) Orange Line double tracks at Santa Ana Boulevard, adjacent to the Santa Ana Regional Transportation Center, with a new multimodal grade separated underpass. The reconstructed roadway will be reduced from six-lanes to four-lanes with on-street protected bikeways, sidewalks, and a pedestrian overcrossing is included that parallels the rail line; and WHEREAS, the Designated Subrecipient's application for Project (Grant Application), referenced in section 1 of schedule A of the "U.S. Department of Transportation Grant Agreement Under The Fiscal Year 2024 RAISE Program" (Recipient Agreement) for Project between the Federal Agency and the Recipient, includes Standard Form 424 and all information and attachments the Designated Subrecipient submitted with that form through Grants.gov, and WHEREAS, on June 26, 2024, the Federal Agency announced application selections under the NOFO and selected Project for Grant funding in the amount of$25,000,000; and WHEREAS, in this Agreement, "Grant" means an award of funds to the Project that were made available through the NOFO; and FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT WHEREAS, as a condition to receive the Grant,the Federal Agency requires the Recipient and the Federal Agency, to enter into the Recipient Agreement under the Fiscal Year 2024 Recipient Agreement for the Santa Ana Boulevard Grade Separation Project that awards and allocates $25,000,000 in Grant funding for the Project to the Recipient; and WHEREAS, this Agreement reflects the Recipient's decision to subaward the Grant Project funding to the Designated Subrecipient; and WHEREAS, this Agreement reflects the Designated Subrecipient decision to receive the Subaward, defined in 2 C.F.R. § 200.1, of the Grant funding for the purpose of carrying out the Federal award; and WHEREAS, the Office of the Secretary of Transportation is responsible for the Federal Agency's overall administration of the Grant Program; and WHEREAS, the Federal Highway Administration (Administering Operating Administration) will administer the Recipient Agreement, on behalf of the Federal Agency; and WHEREAS, the U.S. Department of Transportation General Terms and Conditions Under the Fiscal Year 2024 (Terms and Conditions), dated November 4, 2025, is referenced as part of the Recipient Agreement and defines additional responsibilities and requirements that must be followed as a condition to receiving and using the Grant funding; and WHEREAS, the U.S. Department of Transportation Exhibits to RAISE Grant Agreements Under the Fiscal Year 2024 Grant Program (Exhibits), November 4, 2025, is referenced in this Agreement, the Recipient Agreement, and the Terms and Conditions and further defines responsibilities and requirements that must be followed as a condition to receiving and using the Grant funding; and WHEREAS, the Performance Measurement Guidance for the RAISE Discretionary Grant Program updated June 30, 2022, is referenced in this Agreement and used in the Recipient Agreement and the Terms and Conditions define responsibilities and requirements regarding the development, measurement, and reporting of project performance measures; and WHEREAS, the Parties want the Designated Subrecipient to carry out the Project with the Recipient acting as the "pass-through" entity for purposes of payment of the federal funds to the Designated Subrecipient, per the requirements on pass-through entities under 2 C.F.R. parts 200 et seq. and 1201 et seq., including 2 C.F.R. 200.331-200.333 and 23 U.S.C. 106(g)(4) where applicable; and WHEREAS, for the purpose of 23 U.S.C. 106(g), the Recipient shall act as if funds under this award are Federal funds under title 23, United States Code; and WHEREAS, on or about April 28, 2017, the Parties entered into an Administering Agency-State Agreement for Federal-Aid Projects agreement (Master Agreement); and WHEREAS, the Parties, will concurrently enter into this Agreement, which defines specific project responsibilities between the Designated Subrecipient and the Recipient for the Project Page 2 1 34 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT and include specific project responsibilities to the Federal Agency that are necessary for the development and timely delivery of the Project; and WHEREAS, this Agreement further establishes oversight and delegation of responsibilities between the Recipient and the Designated Subrecipient, outlined in this Agreement, the Master Agreement, and as allowed per the Recipient Agreement and Terms and Condition section 3.7(2). The Parties therefore agree to the following: AGREEMENT ARTICLE 1. PURPOSE Section 1.01 Purpose (a) The purpose of this award is to fund an eligible project—the Santa Ana Boulevard Grade Separation Project, which will fund the reconstruction of an existing rail crossing with the Southern California Regional Rail Authority (SCCRA) Orange Line double tracks at Santa Ana Boulevard, adjacent to the Santa Ana Regional Transportation Center, with a new multimodal grade separated underpass. The parties will accomplish that purpose by achieving the following objectives: 1) timely completing the Project; and 2) ensuring the award funds provided under this Agreement are not used as a substitute for non-Federal investment in the Project, except as proposed in the Grant Application, and as modified by schedule E. ARTICLE 2. FEDERAL AGENCY AND RECIPIENT ROLES Section 2.01 Federal Agency Responsibilities (a) The Office of the Secretary of Transportation is responsible for the Federal Agency's overall administration of this Grant Program, the approval and execution of the Recipient Agreement, and any modifications to the Recipient Agreement under section 15.1 of the Recipient Agreement. (b) The Federal Highway Administration (the "FHWA")will administer the Recipient Agreement on behalf of the Federal Agency. The "Administering Operating Administration" means the FHWA. (c) The Recipient is responsible for the approval of this Agreement and any modifications to this Agreement under section 15.01. (d) The Recipient is subject to the (i) General Terms and Conditions under the Fiscal Year 24 RAISE Program in effect as of the Effective Date and (ii) Recipient Grant Agreement under the Fiscal Year 24 RAISE Program which Recipient executed and is in effect as of the Effective Date, and Recipient may take or defer action for the federal government or for Recipient in accordance with the terms, covenants and conditions of those two documents which take precedence over the terms, covenants and conditions of this Agreement. Section 2.02 Program Contacts Page 3 134 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT (a) Federal Agency contacts are located within Schedule A and additional contacts are located in the Article II of the Grant Program Terms & Conditions. (b) Recipient contacts are listed in Schedule A. (c) The Designated Subrecipient contacts are listed in Schedule A. (d) The Recipient is the pass-through entity for purposes of payment of the federal funds to the Designated Subrecipient per the requirements on pass-through entities under 2 C.F.R. parts 200 and 1201, including 2 C.F.R. 200.331-200.333 and 23 U.S.C. 106(g)(4) where applicable. ARTICLE 3. DESIGNATED SUBRECIPIENT ROLE Section 3.01 Statements on the Project. (a) The Designated Subrecipient represents and warrants that: 1) all material statements of fact in the Technical Application were accurate when that application was submitted; and 2) Schedule E documents all material changes in the information contained in that application. Section 3.02 Statements on Authority and Capacity. (a) The Designated Subrecipient represents and warrants that: 1) it has the authority to receive Federal financial assistance under this Agreement; 2) it has the legal authority to complete the Project; 3) it has the capacity, including institutional, managerial, and financial capacity, to comply with its obligations under this Agreement; 4) not less than the difference between the total eligible project costs listed in schedule D and the Grant Amount listed in section 1 of Schedule D is committed to fund the Project; 5) it has sufficient funds available to ensure that infrastructure completed or improved under this Agreement will be operated and maintained in compliance with this Agreement and applicable Federal law; and 6) the individual executing this Agreement on behalf of the Designated Subrecipient has authority to enter this agreement and make the statements in this article 3 and in section 21.07 on behalf of the Designated Subrecipient. Section 3.03 Federal Agency and Recipient Reliance. (a) The Designated Subrecipient agrees that: 1) the Federal Agency and the Recipient relied on statements of fact in the Technical Application to select the Project to receive this award; 2) The Federal Agency and the Recipient relied on statements of fact in both the Technical Application and this Agreement to determine that the Designated Subrecipient and the Project are eligible under the terms of the NOFO; 3) the Federal Agency relied on statements of fact in both the Technical Application and the Recipient Agreement to establish the terms of this agreement; and 4) the Recipient relied on statements of fact in both the Technical Application and the Recipient Agreement to establish the terms of this Agreement; and 5) the Federal Agency's selection of the Project to receive this award prevented awards under the NOFO to other eligible applicants. Page 4 ( 34 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT Section 3.04 Project Delivery. (a) The Designated Subrecipient shall complete the Project under the terms of this Agreement. (b) The Designated Subrecipient shall ensure that the Project is financed, constructed, operated, and maintained in accordance with all federal laws, regulations, and policies that are applicable to projects of the Administering Operating Administration and the Recipient. Section 3.05 Rights and Powers Affecting the Project. (a) The Designated Subrecipient shall not take or permit any action that deprives it of any rights or powers necessary to the Recipient's performance under the Recipient Agreement and to the Designated Subrecipient's performance under this Agreement, without written approval of the Recipient and the Federal Agency. (b) The Designated Subrecipient shall act promptly, in accordance with all applicable law and in a manner acceptable to the Federal Agency and the Recipient, to acquire, extinguish, or modify any outstanding rights or claims of right of others that would interfere with the Designated Subreciplent's performance under the Recipient Agreement and this agreement. Section 3.06 Notification of Changes to Key Personnel. (a) The Designated Subrecipient shall notify all Federal Agency and all Recipient representatives who are identified and referenced in Schedule A and Section 2.02 and in writing within 30 calendar days of any change in key personnel who are also referenced and identified in Section 2.02 and Schedule A. Section 3.07 Subaward to Designated Subrecipient. (a) Schedule A identifies a Designated Subrecipient, therefore: 1) the Recipient hereby awards a subaward to the Designated Subrecipient for the purpose described in section 1.01; 2) the Recipient and the Designated Subrecipient have chosen to enter into this separate Agreement,to which the Federal Agency is not a party, assigning responsibilities, including administrative and oversight responsibilities, among the Recipient and the Designated Subrecipient; and 3) for the purpose of 2 C.F.R. parts 200 and 1201, the Recipient is a pass-through entity. Section 3.08 Designated Subrecipient Statements and Responsibilities. (a) Schedule A identifies a Designated Subrecipient, therefore: 1) the Designated Subrecipient affirms all statements and acknowledgments that are attributed to the Recipient under sections 3.1 and 3.2 of the Recipient Agreement; and 2) the Designated Subrecipient assumes the Recipient's reporting obligations under articles 7 and 8 of the Terms and Conditions. Section 3.09 Title 23 Oversight Responsibilities for Subawards. (a) Section 9 of schedule A identifies a Designated Subrecipient, therefore,for the purpose of 23 U.S.C. 106(g), the Designated Subrecipient shall act as if funds under this subaward are Federal funds under title 23, United States Code. Page 5134 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT Section 3.10 The Designated Subrecipient is assigned the responsibilities, including but not limited to, the administrative for the purpose outlined in this Agreement. ARTICLE 4. AWARD AMOUNT,OBLIGATION,AND TIME PERIODS Section 4.01 Federal Award Amount. (a) The Federal Agency awarded a grant to the Recipient in the amount listed in section 1 of schedule D as the RAISE Grant Amount. (b) The Recipient hereby subawards a grant to the Designated Subrecipient in the amount listed in 1 of schedule D of the Recipient Agreement as the Subaward Grant Amount. Section 4.02 Federal Funding Source. (a) If section 4 of schedule F identifies the Funding Act as "IIJA," then the RAISE Grant is from RAISE Program funding that was appropriated in division J of the Infrastructure Investment and Jobs Act, Pub. L. No. 117-58 (Nov. 15, 2021). (b) If section 4 of schedule F identifies the Funding Act as "FY2024,"then the RAISE Grant is from RAISE Program funding that was appropriated in the Consolidated Appropriations Act, 2024, Pub. L. No. 118-42 (March 8, 2024). (c) If section 4 of schedule F contains a table that lists separate amounts for"IIJA" and "FY2024,"then the amount listed for"IIJA" is from RAISE Program funding that was appropriated in division J of the Infrastructure Investment and Jobs Act, Pub. L. No. 117- 58 (Nov. 15, 2021) and the amount listed for "FY2024" is from RAISE Program funding that was appropriated in the Consolidated Appropriations Act, 2024, Pub. L. No. 118-42 (March 8, 2024). Section 4.03 Federal Obligations. (a) ReseFyed (b) The Federal Obligation Type identified in section 2 of schedule D is "Multiple," therefore: 1) an amount up to the Grant Amount listed in section 1 of schedule D will be obligated with one initial obligation and one or more subsequent, optional obligations, as described in sections 4.03(c)-4.03(h).; 2) the Designated Subrecipient shall submit a Request for Authorization to the Recipient, for the amount of funding and phase of work specified in Schedule, per the process and procedures detailed in the Local Assistance Procedures Manual (LAPM). The Request for Authorization submitted by the Designated Subrecipient to the Recipient shall not exceed the amount obligated to the project by Administering Operating Administration. 3) the federal reimbursable work on any Project phase of work shall not begin, until the Designated Subrecipient requests and receives Administering Operating Administration authorization approval via an "E76" document, that shows the appropriate amount of federal funds have been authorized by Administering Operating Administration to the appropriate phase of work, as detailed in Schedule D. Page 6134 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT (c) The Obligation Condition Table in section 2 of schedule D allocates the Grant among separate portions of the Project for the purpose of the Federal obligation of funds. The scope of each portion of the Project that is identified in that table is described in section 2 of schedule B. (d) The Recipient Agreement obligates for the budget period only the amounts allocated in the Obligation Condition Table in section 2 of schedule D to portions of the Project for which that table does not list an obligation condition. (e) The Recipient Agreement does not obligate amounts allocated in the Obligation Condition Table in section 2 of schedule D to portions of the Project for which that table lists an obligation condition.The parties may obligate the amounts allocated to those portions of the Project only as described in section 4.03(f) or by modifying this Agreement under article 15. (f) For each portion of the Project for which the Obligation Condition Table in section 2 of schedule D lists an obligation condition,the amount allocated in that table to that portion of the Project is obligated if: 1) it is obligated not later than the statutory lapse date identified in section 4.03(h) for that portion of the Project; 2) the Designated Subrecipient provides written confirmation to the Recipient that a Designated Subrecipient request to modify the Recipient Agreement is not required under article 5 of this Agreement; and 3) the Administering Operating Administration and Recipient execute an instrument, in the form provided in exhibit D of the Exhibits, documenting that: i) the Federal Agency and the Recipient determine that the obligation condition listed in that table for that portion of the Project is satisfied; ii) the Federal Agency and the Recipient determine that all applicable Federal requirements for obligating the amount are satisfied; and iii) the Recipient, after receiving written confirmation from the Designated Subrecipient per 4.03(f)(2), states that it is not required to request a modification of the Recipient Agreement under Article 5 of this Agreement. (g) The Designated Subrecipient shall not request reimbursement of costs for a portion of the Project for which the Obligation Condition Table in section 2 of schedule D lists an obligation condition, unless the amount allocated in that table to that portion of the Project is obligated under section 4.03(f). (h) Program funding for this award lapses and is unavailable for obligation, by statute, in accordance with the dates and authorities referenced in section 14.3(h) of the Terms and Conditions. The Designated Subrecipient acknowledges that: 1) the Federal Agency and the Recipient are not liable for payments for a portion of the Project for which the Obligation Condition Table in section 2 of schedule D lists an obligation condition, unless the amount allocated in that table to that portion of the Project is obligated under section 4.03(f); Page 7134 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT 2) any portion of the Grant that is not obligated, under this section 4.03, by the statutory lapse date identified in the Recipient Agreement for those funds, lapse on the day after that date and become unavailable for the Project; 3) the Federal Agency may consider the failure to obligate funds by the statutory lapse date identified in the Recipient Agreement, as applicable to the Grant Program for those funds, to be a basis for terminating the Recipient Agreement under section 10.1 of the Recipient Agreement; and Section 4.04 the Recipient may consider the failure to obligate funds by the statutory lapse date identified in the Recipient Agreement, as applicable to the Grant Program for those funds, to be a basis for terminating the Recipient Agreement under section 10.01 of this Agreement. Section 4.05 Budget Period. (a) The budget period for this award begins on the date of this Agreement and ends on the budget period end date that is listed in section 1 of schedule C. In this Agreement, "budget period" is used as defined at 2 C.F.R. 200.1. Section 4.06 Period of Performance. (a) If, the USDOT Payment System identified in schedule A is "FMIS" or"FMIS Current Bill," then the period of performance for this award begins on the date of this Agreement and ends on project end date in FMIS. (b) Reserved. (c) In this Agreement, "period of performance" is used as defined at 2 C.F.R. 200.1. ARTICLE S. STATEMENT OF WORK, SCHEDULE,AND BUDGET CHANGES Section 5.01 Notification Requirement. (a) The Designated Subrecipient shall notify in writing all Federal Agency representatives and Recipient representatives who are identified in schedule A of the Recipient Agreement in writing within 30 calendar days of any change in circumstances or commitments that adversely affect the Designated Subrecipient's capacity or intent to complete the Project in compliance with this Agreement. (b) In that notification, the Designated Subrecipient shall describe the change and what actions the Designated Subrecipient has taken or plans to take to ensure completion of the Project. (c) The notification requirement under this section 5.01 is separate from any requirements under this article 5 that the Designated Subrecipient request modification of the Recipient Agreement or this Agreement. Section 5.02 Scope and Statement of Work Changes. (a) If the Project's activities differ from the activities described in schedule B,then the Designated Subrecipient shall request a modification of this Agreement to update schedule B. Section 5.03 Schedule Changes. (a) If one or more of the following conditions are satisfied, then the Designated Subrecipient shall request a modification of the Recipient Agreement to update Schedule C: Page 8 134 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT 1) a completion date for the Project or a component of the Project is listed in section 2 of schedule C and the Designated Subrecipient's estimate for that milestone changes to a date that is more than six months after the date listed in section 2 of schedule C; or 2) a schedule change would require the budget period to continue after the budget period end date listed in section 1 of schedule C (i.e., for projects with multiple phases, changes to the base phase budget period end date for projects with two phases, or changes to base or secondary phase budget period end dates for projects with three phases, etc., will not trigger notification/modification requirements). (b) For other schedule changes, the Designated Subrecipient shall follow the applicable procedures of the Administering Operating Administration and document the changes in writing. Section 5.04 Budget Changes. (a) The Designated Subrecipient acknowledges and agrees that if the cost of completing the Project increases: 1) that increase does not affect the Designated Subrecipient's obligation under this Agreement to complete the Project; and 2) the Federal Agency and Recipient will not increase the amount of the Award and this subaward to address any funding shortfall. (b) The Designated Subrecipient shall request a modification of the Recipient Agreement to update of this agreement to update Schedule D if, in comparing the Project's budget to the amounts listed in section 3 of Schedule D: 1) the total "Non-Federal Funds" amount decreases; or 2) the total eligible project costs amount decreases. (c) For budget changes that are not identified in section 5.04(b) of this Agreement, the Designated Subrecipient shall follow the applicable procedures of the Administering Operating Administration and document the changes in writing. (d) If there are Project Cost Savings, then the Designated Subrecipient may propose to the Federal Agency and the Recipient, in writing consistent with the Administering Operating Administration's requirements, to include in the Project, specific additional activities that are within the scope of this award, as defined in section 1.01 of this Agreement and Schedule B, and that the Designated Subrecipient could complete with the Project Cost Savings. In this Agreement, "Project Cost Savings" means the difference between the actual eligible project costs and the total eligible project costs that are listed in section 3 of schedule D, but only if the actual eligible project costs are less than the total eligible project costs that are listed in section 3 of Schedule D.There are no Project Cost Savings if the actual eligible project costs are equal to or greater than the total eligible project costs that are listed in section 3 of Schedule D. (e) If there are Project Cost Savings and either the Designated Subrecipient does not make a proposal under section 5.04(d), the Federal Agency does not accept the proposal under section 5.04(d), or the Recipient does not accept the Designated Subrecipient's proposal under section 5.04(d) then: Page 9 1 34 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT 1) in a request under section 5.04(b), the Designated Subrecipient shall reduce the Federal Share by the Project Cost Savings; and 2) if that modification reduces this award and the Federal Agency or Recipient had reimbursed costs exceeding the revised award, the Designated Subrecipient shall refund to the Recipient the difference between the reimbursed costs and the revised awa rd. In this Agreement, "Federal Share" means the sum of the total "RAISE" and "Other Federal Funds" amounts that are listed in Schedule D. (f) The Designated Subrecipient acknowledges and agrees that amounts that are required to be refunded under section 5.04(e)(2) constitute a debt to the Federal Government that the Federal Agency and Recipient may collect under 2 C.F.R. 200.346 and the Standards for Administrative Collection of Claims (31 C.F.R. part 901). Section 5.05 Federal Agency and Recipient Acceptance or Rejection of Changes. (a) The Federal Agency may accept or reject modifications requested under this Article 5, and in doing so may elect to consider only the interests of the Grant Program and the Federal Agency. (b) The Recipient may accept or reject modifications requested under this Article 5, and in doing so may elect to consider only the interests of the Grant Program and the Recipient. (c) The Designated Subrecipient acknowledges and agrees that requesting a modification under this Article 5 does not amend, modify, or supplement this Agreement unless: 1) the Recipient accepts that modification request under section 15.02(b), 2) the Federal Agency accepts the modification request under section 15.1 of the Recipient Agreement, and 3) the Federal Agency and the Recipient each modify the Recipient Agreement under section 15.1 of the Recipient Agreement. ARTICLE 6. GENERAL REPORTING TERMS Section 6.01 Report Submission. (a) The Designated Subrecipient shall send all reports required by this Agreement to all Federal Agency contacts who are listed in schedule A of the Recipient Agreement, all Federal Agency contacts who are listed in section 2.02, and all Recipient contacts listed in schedule A. Section 6.02 Alternative Reporting Methods. (a) The Administering Operating Administration and Recipient may establish processes for the Designated Subrecipient to submit reports required by this Agreement, including electronic submission processes. (b) If the Designated Subrecipient is notified of those processes in writing, the Designated Subrecipient shall use the processes required by the Administering Operating Administration and Recipient, including earlier submission deadlines of the reports to from the Designated Subrecipient to the Recipient. Section 6.03 Paperwork Reduction Act Information. Page 101 34 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT (a) Under 5 C.F.R. 1320.6, the Designated Subrecipient 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 (the "OMB"). (b) Notwithstanding any other term of this Agreement, the due date for any information collections required under this Agreement, including the reporting requirements in article 7 and article 8, is the later of(1) the due date stated with the requirement and (2) the 30th day after OMB approves that information collection. (c) Collections of information conducted under this Agreement are approved under OMB Control No. 2105-0563. ARTICLE 7. PROGRESS AND FINANCIAL REPORTING Section 7.01 Quarterly Project Progress Reports and Recertifications. (a) On or before the 20th day of the first month of each calendar year quarter and until the end of the period of performance, the Designated Subrecipient shall submit to the Federal Agency a Project Progress Report and Recertification occurring quarterly in the format and with the content described in Exhibit C. (b) If the date of this Agreement is in the final month of a calendar year quarter,then the Designated Subrecipient shall submit the first Project Progress Report and Recertification in the second calendar year quarter that begins after the date of the Recipient Agreement. Section 7.02 Final Progress Reports and Financial Information. (a) No later than 120 days after the end of the period of performance,the Designated Subrecipient shall submit: - 1) a Final Project Progress Report and Recertification in the format and with the content described in Exhibit C for each Project Progress Report and Recertification, including a final Federal Financial Report (SF-42S); and 2) any other information required under the Administering Operating Administration's and Recipient's award closeout procedures. ARTICLE 8. PERFORMANCE REPORTING Section 8.01 Baseline Performance Measurement. (a) If the Capital-Planning Designation in section 2 of schedule F is "Capital"or"Capital Construction" then: 1) The Designated Subrecipient shall collect data for each performance measure that is identified in the Performance Measure Table in Schedule G, accurate as of the Baseline Measurement Date that is identified in schedule G; and 2) on or before the Baseline Report Date that is stated in Schedule G, the Designated Subrecipient shall submit a Baseline Performance Measurement Report that contains the data collected under section 8.01 and a detailed description of the data sources, assumptions, variability, and estimated levels of precision for each performance measure that is identified in the Performance Measure Table in Schedule G. Section 8.02 Post-construction Performance Measurement. (a) If the Capital-Planning Designation in schedule F of the Recipient Agreement is "Capital" or "Capital Construction" then: Wage 11 1 34 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT 1) for each performance measure that is identified in the Performance Measure Table in schedule G with quarterly measurement frequency data for that performance measure; and for each of 12 consecutive calendar quarters, beginning with the first calendar quarter that begins after the Project substantial completion date, at least once during the quarter,the Designated Subrecipient shall collect data for that performance measure. 2) for each performance measure that is identified in the Performance Measure Table in schedule G with annual measurement frequency, the Designated Subrecipient shall collect data for that performance measure on at least three separate occasions, including: i. once during the four consecutive calendar quarters that begin after the Project substantial completion date; ii. once during the fourth calendar quarter after the first collection; and iii. once during the eighth calendar quarter after the first collection. 3) not later than January 31 of each year that follows a calendar year during which data was collected under this section 8.02, the Designated Subrecipient shall submit to the Federal Agency and Recipient a Post-construction Performance Measurement Report containing the data collected under this section 8.02 in the previous calendar year and stating the dates when the data was collected. (b) If an external factor significantly affects the value of a performance measure collected under section 8.02, then the Designated Subrecipient shall identify that external factor in the Post-construction Performance Measurement Report and discuss the external factor's influence on the performance measure. Section 8.03 Project Outcomes Report. (a) If the Capital-Planning Designation in section 2 of schedule F is "Capital,"then the Designated Subrecipient shall submit to the Federal Agency and Recipient, not later than January 31 of the year that follows the final calendar year during which data was collected under section 8.02, a Project Outcomes Report that contains: 1) a narrative discussion detailing project successes and the influence of external factors on project expectations; 2) all baseline and post-construction performance measurement data that the Designated Subrecipient reported in the Baseline Performance Measurement Report and the Post-construction Performance Measurement Reports; and 3) a post Project examination of project effectiveness relative to the baseline data that the Designated Subrecipient reported in the Baseline Performance Measurement Report. Section 8.04 Reporting Survival. (a) The data collection and reporting requirements in this article 8 survive the termination of this Agreement. ARTICLE 9. NONCOMPLIANCE AND REMEDIES Section 9.01 Noncompliance Determinations. (a) If the Federal Agency or the Recipient determine that the Designated Subrecipient may have failed to comply with the United States Constitution, Federal law, the Recipient Page 12 134 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT Agreement, this Agreement, the Terms and Conditions, or Exhibits, the Federal Agency or the Recipient may notify the Designated Subrecipient of a proposed determination of noncompliance. For that notice to be effective, it must be written and the Federal Agency or the Recipient must include an explanation of the nature of the noncompliance, describe a remedy, state whether that remedy is proposed or effective at an already determined date, and describe the process through and form in which the Designated Subrecipient may respond to the notice. (b) If the Federal Agency or Recipient notifies the Designated Subrecipient of a proposed determination of noncompliance under section 9.01(a), the Designated Subrecipient may, not later than 7 calendar days after the notice, respond to that notice in the form and through the process described in that notice. In its response, the Designated Subrecipient may: 1) accept the remedy; 2) acknowledge the noncompliance, but propose an alternative remedy; or 3) dispute the noncompliance. To dispute the noncompliance, the Designated Subrecipient must include in its response documentation or other information supporting the Designated Subrecipient's compliance. (c) The Federal Agency or the Recipient may make a final determination of noncompliance only: 1) after considering the Designated Subrecipient's response under section 9.01(b); or - 2) if the Designated Subrecipient fails to respond under section 9.01(b), after the time for that response has passed. (d) To make a final determination of noncompliance,the Federal Agency or the Recipient must provide to the Designated.Subrecipient a notice that states the bases for that determination. Section 9.02 Remedies. (a) If the Federal Agency or the Recipient makes a final determination of noncompliance under section 9.01,the Federal Agency or the Recipient may take any remedies available to it, including: 1) adding additional conditions or modifying existing conditions on the award; 2) exercising 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 Designated Subrecipient to the Federal Agency via the Recipient; suspension or termination of the award; or suspension and disbarment under 2 C.F.R. part 180; or 3) terminating the Agreement; or 4) any other remedy legally available. (b) To impose a remedy,the Federal Agency or Recipient must provide to the Designated Subrecipient a notice that describes the remedy and the effective date of the remedy. (c) If the Federal Agency or Recipient determine that it is in the public interest, the Federal Agency or Recipient may impose a remedy, including all remedies described in section Rage 13 134 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT 9.02(a), before making a final determination of noncompliance under section 9.01. If Federal Agency or Recipient do so, then the notice provided under section 9.01(d) must also state whether the remedy imposed will continue, be rescinded, or modified. (d) In imposing a remedy under this section 9.02 or making a public interest determination under section 9.02(c), the Federal Agency or the Recipient may elect to consider the interests of only the Federal Agency or the Recipient, respectively. (e) The Designated Subrecipient acknowledges that amounts that the Federal Agency or Recipient requires the Designated Subrecipient to refund to the Federal Agency or Recipient, due to a remedy under this section 9.02 constitute a debt to the Federal Government that the Federal Agency or Recipient may collect under 2 C.F.R. 200.346 and the Standards for Administrative Collection of Claims (31 C.F.R. part 901). Section 9.03 Other Oversight Entities. (a) Nothing in this Article IX 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 TERMINATION Section 10.01 Recipient Termination. (a) The Recipient may terminate this Agreement if any of the following occurs: 1) the Designated Subrecipient fails to timely obtain or timely provide any non- Grant contribution or alternatives approved by the Federal Agency and the Recipient as provided in this Agreement and consistent with Schedule D; 2) the completion date for the Project or a component of the Project that is listed in Section 2 of Schedule C does not occur within six months after the date listed in Section 2 of Schedule C; 3) the Designated Subrecipient fails to meet a milestone listed in Section 3 of Schedule C by the deadline date listed in that section for that milestone; 4) the Designated Subrecipient fails to comply with this Agreement, including a material failure to comply with the project schedule in Schedule C even if it is beyond the reasonable control of the Designated Subrecipient; 5) circumstances cause changes to the Project that the Federal Agency or Recipient determines are inconsistent with the Federal Agency's basis for selecting the Project to receive a RAISE Grant; or 6) the Federal Agency or Recipient determines that termination of this Agreement is in the public interest. 7) the Designated Subrecipient breaches this Agreement and does not remedy the breach within 7 days of written notice by the Federal Agency, Administering Operating Administration, or Recipient. (b) In terminating this Agreement under this section, the Recipient may elect to consider only the interests of the Recipient. (c) This section 10.01 does not limit the Recipient's ability to terminate this Agreement as a remedy under section 9.02. (d) The Designated Subrecipient may request that the Recipient terminate the Agreement under this section 10.01. Page 14134 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT Section 10.02 Closeout Termination. (a) This Agreement terminates upon the occurrence of the Project Closeout. (b) In this Agreement, "Project Closeout" means the date that the Federal Agency informs 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. Section 10.03 Post-Termination Adjustments. (a) The Designated Subrecipient acknowledges that under 2 C.F.R. 200.345-200.346, termination of the Agreement does not extinguish the Federal Agency's or Recipient's authority to disallow costs, including costs that the Federal Agency or Recipient reimbursed before termination, and recover funds from the Designated Subrecipient. Section 10.04 Non-Terminating Events. (a) The end of the budget period described under in this Agreement does not terminate this Agreement or the Designated Subrecipient's obligations under this Agreement. (b) The end of the period of performance described in this Agreement does not terminate this Agreement or the Designated Subrecipient's obligations under this Agreement. (c) The cancellation of funds under this Agreement does not terminate this agreement or the Designated Subrecipient's obligations under this agreement." (d) The cancellation of funds under this Agreement does not terminate the Recipient Agreement or the Designated Subrecipient's obligations under the Recipient Agreement. Section 10.05 Other Remedies. (a) The termination authority under this article 10 supplements and does not limit the Federal Agency's and Recipient's remedial authority under article 16 or 2 C.F.R. part 200, including 2 C.F.R. 200.339-200.340 or the Recipient's remedial authority under the Local Agency—Caltrans Master Agreement and the Project's Program Supplement Agreement. ARTICLE 11. MONITORING, FINANCIAL MANAGEMENT,CONTROLS, AND RECORDS Section 11.01 Designated Subrecipient Monitoring and Record Retention. (a) The Designated Subrecipient shall monitor activities under this subaward, including activities under other subawards and contracts, to ensure: 1) that those activities comply with this Agreement; and 2) that funds provided under this subaward are not expended on costs that are not allowable under this subaward or not allocable to this subaward. (b) If the Designated Subrecipient makes a subaward under this subaward, the Designated Subrecipient shall monitor the activities of their subrecipient in compliance with 2 C.F.R. 200.332(e). (c) The Designated Subrecipient shall retain records relevant to their subaward as required under 2 C.F.R. 200.334. Section 11.02 11.02 Financial Records and Audits. (a) The Designated Subrecipient shall keep all project accounts and records that fully disclose the amount and disposition by the Designated Subrecipient of the subaward funds,the total cost of the Project, and the amount or nature of that portion of the cost Page 15 134 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT of the Project supplied by other sources, and any other financial records related to the project. (b) The Designated Subrecipient shall keep accounts and records described under section 11.02(a) in accordance with a financial management system that meets the requirements of 2 C.F.R. 200.302-200.307, 2 C.F.R. 200 subpart F, and title 23, United States Code, and will facilitate an effective audit in accordance with 31 U.S.C. 7501- 7506. (c) The Designated Subrecipient shall separately identify expenditures under the fiscal year(s)of the Grant in financial records required for audits under 31 U.S.C. 7501-7506. Specifically, the Designated Subrecipient shall: 1) list expenditures under that program separately on the schedule of expenditures of Federal awards required under 2 C.F.R. 200 subpart F, including the FY in the program name; and 2) list expenditures under that program on a separate row under Part II, Item 1 ("Federal Awards Expended During Fiscal Period") of Form SF-SAC, including FY in column c ("Additional Award Identification"). Section 11.03 Internal Controls. (a) The Designated Subrecipient shall establish and maintain internal controls as required under 2 C.F.R. 200.303. Section 11.04 Federal Agency Record Access. (a) The Federal Agency and the Recipient may access Designated Subrecipient records related to this award under 2 C.F.R. 200.337. Section 11.05 Title 23 Oversight Responsibilities. (a) This subaward is subject to the oversight program at 23 U.S.C. 106(g). ARTICLE 12. CONTRACTING AND SUBAWARDS Section 12.01 Minimum Wage Rates. (a) The Designated Subrecipient shall include, in all contracts in excess of$2,000 for work to be performed on the Project that involves labor, provisions establishing minimum rates of wages, to be predetermined by the United States Secretary of Labor, in accordance with the Davis-Bacon Act, 40 U.S.C. 3141-3148, or 23 U.S.C. 113, as applicable, that contractors shall pay to skilled and unskilled labor, and such minimum rates shall be stated in the invitation for bids and shall be included in proposals or bids for the work. Section 12.02 Buy America. (a) Steel, iron, and manufactured products used in the Project are subject to 23 U.S.C. 313, as implemented by the Administering Operating Administration. (b) The Designated Subrecipient acknowledges that this Agreement is neither a waiver of 23 U.S.C. 313(a) nor a finding under 23 U.S.C. 313(b). (c) 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, subtitle A, 135 Stat. 429, 1298 (2021), as implemented by OMB, USDOT, and FHWA.The Designated Subrecipient acknowledges and agrees that the Recipient Agreement is neither a waiver of§ 70914(a) nor a finding under§ 70914(b). Page 16 134 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT (d) Under 2 C.F.R. 200.322, as appropriate and in accordance with applicable law, the Designated Subrecipient should, to the greatest extent practicable under this subaward, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The Designated Subrecipient 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 subaward. Section 12.03 Small and Disadvantaged Business Requirements. (a) The Designated Subrecipient shall expend the Grant funds in compliance with the requirements at 49 C.F.R. part 26 ("Participation by disadvantaged business enterprises in Department of Transportation financial assistance programs"). (b) If any funds under this award are not administered by or through a State Department of Transportation,the Recipient shall expend those funds in compliance with the requirements at 2 CFR 200.321, including any amendments thereto. Section 12.04 Engineering and Design Services. (a) The Designated Subrecipient shall award each contract or sub-contract for program management, construction management, planning studies, feasibility studies, architectural services, preliminary engineering, design, engineering, surveying, mapping, or related services with respect to the project in the same manner that a contract for architectural and engineering services is negotiated under the Brooks Act, 40 U.S.C. 1101-1104 as implemented in 23 U.S.C. 112(b)(2), or an equivalent qualifications-based requirement prescribed for or by the Designated Subrecipient and approved in writing by the Federal Agency. Section 12.05 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment. (a) The Designated Subrecipient acknowledges that Section 889 of Pub. L. No. 115-232 and 2 C.F.R. 200.216 prohibit the Designated Subrecipient and all subrecipients from procuring or obtaining certain telecommunications and video surveillance services or equipment under this subaward. Section 12.06 Pass-through Entity Responsibilities. (a) If the Designated Subrecipient makes a subaward under this subaward, the Designated Subrecipient shall comply with the requirements on pass-through entities under 2 C.F.R. parts 200 and 1201, including 2 C.F.R. 200.331--200.333 and 23 U.S.C. 106(g)(4), where applicable. Section 12.07 Subaward and Contract Authorization. (a) If the Office for Subaward and Contract Authorization identified in section 7 schedule A is "FHWA Division,"then the Designated Subrecipient shall comply with subaward and contract authorization requirements under 23 C.F.R chapter I, subchapter G. (b) If the USDOT Office for Subaward and Contract Authorization identified in section 7 of schedule A is "FHWA Division," then the Designated Subrecipient shall obtain prior written approval from the Federal Agency agreement officer for the subaward or contracting out of any work under this Agreement.That approval will be contingent Page 17134 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT upon a fair and reasonable price determination on the part of the Designated Subrecipient and the agreement officer's concurrence on that determination. Approvals under 2 CFR 200.308(f)(6) do not apply to the acquisition of supplies, material, equipment, or general support services. ARTICLE 13. COSTS, PAYMENTS, AND UNEXPENDED FUNDS Section 13.01 Limitation of Federal Award Amount. (a) Under this subaward, the Federal Agency, Administering Operating Agency, and Recipient shall not provide funding greater than the amount obligated under section 4.03. (b) The Designated Subrecipient acknowledges that the Federal Agency, Administering Operating Agency, and the Recipient are not liable for payments exceeding that amount, and the Designated Subrecipient shall not request reimbursement of costs exceeding that amount. Section 13.02 Projects Costs. (a) This subaward is subject to the cost principles at 2 C.F.R. 200 subpart E, including provisions on determining allocable costs and determining allowable costs. Section 13.03 Tinning of Project Costs. (a) The Designated Subrecipient shall not charge to the Grant subaward costs that are incurred after the budget period. (b) The Designated Subrecipient shall not charge to the Grant costs that were incurred before the date of this Agreement unless those costs are identified in section 5 of schedule D and would have been allowable if incurred during the budget period. (c) This limitation applies to costs incurred under an advance construction authorization (23 U.S.C. 115), costs incurred prior to authorization (23 C.F.R. 1.9(b)), and pre-award costs under 2 C.F.R. 200.458. (d) This Agreement hereby terminates and supersedes any previous Federal Agency, Administering Operating Agency, and Recipient approval for the Designated Subrecipient to incur costs under this subaward for the Project. (e) Section 5 of schedule D is the exclusive Federal Agency or Administering Operating Agency approval of costs incurred before the date of this Agreement. (f) If the Federal Agency or Administering Operating Agency Payment System identified in this Agreement is "FMIS" and the Recipient Agreement identifies an advance construction authorization under 23 U.S.C. 115, then the Designated Subrecipient may charge to the Grant award, for payment from the Grant or other Federal amounts, costs that were incurred before the date of the Recipient Agreement, and complied with the terms of that authorization, and would have been allowable if incurred during the budget period. (g) Reserved. Section 13.04 Designated Subrecipient Recovery of Federal Funds. (a) The Designated Subrecipient shall make all reasonable efforts, including initiating litigation, if necessary, to recover Federal funds if the Federal Agency, Administering Operating Agency, or Recipient determines, after consultation with the Designated Page 18 134 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT Subrecipient, that those funds have been spent fraudulently, wastefully, or in violation of Federal laws, or misused in any manner under this award. (b) The Designated Subrecipient shall not enter a settlement or other final position, in court or otherwise, involving the recovery of funds under the subaward unless approved in advance in writing by the Federal Agency, Administering Operating Agency, and Recipient. Section 13.05 Unexpended Federal Funds. (a) Any Federal funds that are awarded at section 4.01 but not expended on allocable, allowable costs remain the property of the United States. Section 13.06 Timing of Payments to the Designated Subrecipient. (a) Reimbursement is the payment method for the Grant Program. (b) The Designated Subrecipient shall not request reimbursement of a cost before the Designated Subrecipient has paid the obligation for that cost. (c) If the Payment System identified in Schedule A is "FMIS," then the Designated Subrecipient shall follow FMIS procedures to request and receive reimbursement payments under this award per the procedures outlined in the Caltrans Local Assistance Procedures Manual and related Office Bulletins. (d) The Federal Agency, Administering Operating Agency, and the Recipient may deny a payment request that is not submitted using the method identified in this section. Section 13.07 Payment Method (a) The Federal Agency Payment System identified in section 6 of schedule A is "FMIS," thus the Designated Subrecipient shall follow the Recipient's Division of Local Assistance process and procedures to request and receive reimbursement payments under this award. (b) Reserved. (c) The Federal Agency and Recipient may deny a payment request that is not submitted using the method identified in this section 13.07. Section 13.08 Information Supporting Expenditures. (a) If the Designated Subrecipient submits a request for reimbursement that the Federal Agency, Administering Operating Agency, or Recipient determine does not include or is not supported by sufficient detail, the Federal Agency,Administering Operating Agency, or Recipient may deny the request or withhold processing the request until the Designated Subrecipient provides sufficient detail. Section 13.09 Reimbursement Frequency. (a) Once federal funds are encumbered and all funds have not yet been invoiced,the Designated Subrecipient shall invoice for eligible work performed the unexpended federal Project funds on Project, a minimum of once every 6 months, until the unexpended federal Project funds are exhausted or the project is complete, ARTICLE 14. LIQUIDATION,ADJUSTMENTS,AND FUNDS AVAILABILITY Section 14.01 Liquidation of Recipient Obligations. (a) The Designated Subrecipient shall liquidate all obligations of award funds under this Agreement not later than the earlier of: 1) 120 days after the end of the period of performance; or Page 19 134 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT 2) the statutory funds cancellation date identified in section 14.02. (b) Liquidation of obligations and adjustment of costs under this Agreement follow the requirements of 2 C.F.R. 200.344-200.346. Section 14.02 Funding Availability for Expenditure. (a) Funding availability for obligation and expenditure is in available in accordance with the dates and authorities referenced in section 14.2 of the Terms and Conditions. (b) Section 4.02 identifies the specific source or sources of funding for this subaward. ARTICLE 15. AGREEMENT MODIFICATIONS Section 15.01 Bilateral Modifications. (a) The parties may amend, modify, or supplement this Agreement by mutual agreement in writing signed by the Recipient and the Designated Subrecipient. Either party may request to amend, modify, or supplement this Agreement by written notice to the other party. (b) The Recipient Agreement may be amended, modified, or supplemented by mutual agreement in writing, signed by the Federal Agency and the Recipient.The Designated Subrecipient may request to amend, modify, or supplement the Recipient Agreement by written notice to the Federal Agency and the Recipient. Section 15.02 Contact Modifications. (a) The Designated Subrecipient may update the contacts who are listed in Section 9 of Schedule A by written notice to all of the Federal Agency and Recipient contacts who are listed in sections 3 and 5 of schedule A. (b) The Recipient may update the Recipient contacts who are listed in Sections 3 of schedule A by written notice to all of the Designated Recipient contacts who are listed in section 9 of Schedule A. (c) Upon receiving notice from the Federal Agency of updated contact information for the Federal Agency, the Recipient will provide a copy of the Federal Agency's written notice to the Designated Subrecipient. Section 15.03 Provisions that Conflict with Federal law. (a) If any provision of this Agreement conflicts with Federal law including the Program Statute,then the Federal law prevails. (b) Either party shall notify the other party upon discovery that a provision conflicts with Federal law and the parties shall agree to amend this Agreement in accordance with section 15.01. (c) Either party must provide written notice to the other party when it acts or refuses to act where its action or inaction conflicts with a provision of this Agreement but complies with Federal law. Section 15.04 Other Modifications. (a) The parties shall not amend, modify, or supplement the Recipient Agreement or this Agreement except as permitted under sections 15.01, 15.02, or 15.03. (b) If an amendment, modification, or supplement is not permitted under sections 15.01, 15.02, or 15.03, it is void. ARTICLE 16. CLIMATE CHANGE AND ENVIRONMENTAL JUSTICE Section 16.01 Climate Change and Environmental Justice. Page 20134 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT (a) In compliance with Executive Order 14008, "Tackling the Climate Crisis at Home and Abroad" (Jan. 27, 2021), schedule H documents the consideration of climate change and environmental justice impacts of the Project. ARTICLE 17. RACIAL EQUITY AND BARRIERS TO OPPORTUNITY Section 17.01 Racial Equity and Barriers to Opportunity. (a) In compliance with Executive Order 13985, "Advancing Racial Equity and Support for Underserved Communities Through the Federal Government"(Jan. 20, 2021), schedule I documents activities related to the Project to improve racial equity and reduce barriers to opportunity. ARTICLE 18. LABOR AND WORK Section 18.01 Labor and Work. (a) 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), schedule J documents the consideration of job quality and labor rights, standards, and protections related to the Project. Section 18.02 OFCCP Mega Construction Project Program. (a) If the total eligible project costs that are listed in section 3 of schedule D are greater than $35,000,000 and the Department of Labor's Office of Federal Contract Compliance Programs (the "OFCCP") selects this award for participation in the Mega Construction Project Program,then the Designated Subrecipient shall partner with OFCCP, as requested by OFCCP. ARTICLE 19.. CRITICAL INFRASTRUCTURE SECURITY AND RESILIENCE Section 19.01 Critical Infrastructure Security and Resilience. (a) In compliance 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 Designated Subrecipient shall consider physical and cyber security and resilience in planning, design, and oversight of the Project. (b) If the Security Risk Designation in the Recipient Agreement is "Elevated," then, not later that than two years after the date of this agreement, the Designated Subrecipient shall submit to the Federal Agency and the Recipient a report that: 1) identifies a cybersecurity Point of Contact for the transportation infrastructure being improved in the Project; and 2) summarizes or contains a cybersecurity incident reporting plan for the transportation infrastructure being improved in the Project; and 3) summarizes or contains a cybersecurity incident response plan for the transportation infrastructure being improved in the Project; and 4) documents the results of a self-assessment of the Designated Subrecipient's cybersecurity posture and capabilities; and 5) describes any additional actions that the Designated Subrecipient has taken to consider or address cybersecurity risk of the transportation infrastructure being improved in the Project. Page 21134 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT (c) This article is only applicable when the article titled "Critical Infrastructure Security and Resilience" is included in the Terms and Conditions as refenced in the Recipient Agreement. ARTICLE 20. CRITICAL INFRASTRUCTURE SECURITY AND RESILIENCE Section 20.01 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 Designated Subrecipient shall consider physical and cyber security and resilience in planning, design, and oversight of the Project. (b) If the Security Risk Designation in section 5 of schedule F is "Elevated," then the Designated Subrecipient shall: 1) in the first Quarterly Project Progress Report and Recertification that the Designated Subrecipient submits under section 7.01, identify a cybersecurity Point of Contact for the transportation infrastructure being improved in the Project; and 2) in the second Quarterly Project Progress Report and Recertification that the Designated Subrecipient submits under section 7.01; provide a plan for completing the requirements in section 20.01(c). (c) If the Security Risk Designation in section 5 of schedule F is "Elevated," then not later than the eighth Quarterly Project Progress Report and Recertification that the Designated Subrecipient submits under section 7.01, the Designated Subrecipient shall include each of the following in a Quarterly Project Progress Report and Recertification that the Designated Subrecipient submits under section 7.01: 1) a cybersecurity incident reporting plan for the transportation infrastructure being improved in the Project or a summary of that plan; 2) a cybersecurity incident response plan for the transportation infrastructure being improved in the Project or a summary of that plan; 3) the results of a self-assessment of the Recipient's cybersecurity posture and capabilities or a summary of those results; and 4) a description of any additional actions that the Recipient has taken to consider or address cybersecurity risk of the transportation infrastructure being improved in the Project. ARTICLE"21. NOTICES Section 21.01 Form of Notice. (a) For a notice under this Agreement to be valid, it must be in writing. (b) For a notice to Federal Agency and Recipient under this agreement to be valid, it must be signed and dated by an individual with authority to act on behalf of the Subrecipient. Section 21.02 Method of Notice to the Federal Agency and the Recipient. (a) For a notice to the Federal Agency and the Recipient under this agreement to be valid, it must be sent by one or more of the following: (1) email; (2) a national transportation company with all fees prepaid and receipt of delivery; or (3) by registered or certified mail with return receipt requested and postage prepaid. Page 22 134 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT (b) For a notice to the Federal Agency and the Recipient under this agreement to be valid, it must be addressed to all of the Federal Agency and Recipient contacts who are listed in schedule A and in Article 2 of the Grant Program Terms & Conditions. (c) Except as specified in section 21.02(d), a valid notice to the Federal Agency and the Recipient under this agreement will be deemed to have been received on the earliest of (1) when the email is received by the Federal Agency and the Recipient, as recorded by the Federal Agency's and the Recipient's email systems, and (2) when indicated on the receipt of delivery by national transportation company or mail. (d) If a valid notice or other communication to the Federal Agency and the Recipient under this Agreement is received after 5:00 p.m. on a business day, or on a day that is not a business day,then the notice will be deemed received at 9:00 a.m. on the next business day. Section 21.03 Method of Notice to Designated Subrecipient. (a) Except as specified in section 21.03(d), for a notice to the Designated Subrecipient under this Agreement to be valid, it must be sent by one or more of the following: (1) email; (2) a national transportation company with all fees prepaid and receipt of delivery; or(3) registered or certified mail with return receipt requested and postage prepaid. (b) For a notice to the Designated Subrecipient under this Agreement to be valid, it must be addressed to all of the Designated Subrecipient contacts who are listed in schedule A. (c) A valid notice to the Designated Subrecipient under this Agreement is effective when received by the Designated Subrecipient. It will be deemed to have been received: 1) for email, on receipt; and, for other delivery, when indicated on the receipt of delivery by national transportation company or mail; or 2) if the Designated Subrecipient rejects or otherwise refuses to accept it, or if it cannot be delivered because of a change in address or representatives for which no notice was given, then on that rejection, refusal, or inability to deliver. (d) For a notice to the Designated Subrecipient under article 9 to be valid, it must be sent by one or more of the following: 1) a national transportation company with all fees prepaid and receipt of delivery, or 2) registered or certified mail with return receipt requested and postage prepaid. Section 21.04 Designated Subrecipient Contacts for Notice. (a) If a Designated Subrecipient contact who is listed in schedule A is unable to receive notices under this Agreement on behalf of the Designated Subrecipient, then the Designated Subrecipient shall promptly identify one or more replacement contacts under section 15.02(a). Section 21.05 Additional Mandatory Notices to the Federal Agency and the Recipient. (a) The Designated Subrecipient shall notify the Federal Agency and the Recipient if any one of the following conditions is satisfied, not later than 5 business days after that condition is satisfied: 1) the Designated Subrecipient receives a communication related to this award or this Agreement from the United States Comptroller General, a Federal Inspector General, or any other oversight entity; or Page 23 134 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT 2) the Designated Subrecipient becomes aware of waste, fraud, abuse, or potentially criminal activity related to this Agreement. Section 21.06 Scope of Notice Requirements. (a) The form and method requirements of this article 23, including sections 21.01, 21.02, and 21.03, apply only to communications for which this Agreement expressly uses one or more of the following words: "notice"; "notification"; "notify"; or "notifying." This article 21 does not control or limit other communication between the parties about the Project or this Agreement. ARTICLE 22. FEDERAL FINANCIAL ASSISTANCE, ADMINISTRATIVE, AND NATIONAL POLICY REQUIREMENTS Section 22.01 Uniform Administrative Requirements for Federal Awards. (a) The Designated Subrecipient shall comply with the obligations on non-Federal entities under 2 C.F.R. parts 200 and 1201. Section 22.02 Federal Law and Public Policy Requirements. (a) The Designated Subrecipient shall 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 or the Recipient Agreement to expressly identify Federal law applicable to the Designated Subrecipient or activities under this Agreement does not make that law inapplicable. Section 22.03 Federal Freedom of Information Act. (a) The Federal Agency is subject to the Freedom of Information Act, 5 U.S.C. 552. (b) The Designated Subrecipient acknowledges that the Technical Application, and materials submitted to the Federal Agency or the Recipient by the Designated Subrecipient related to this Agreement may become Federal Agency and Recipient records subject to public release under 5 U.S.C. 552. Section 22.04 History of Performance. (a) Under 2 C.F.R 200.206, any Federal Agency may consider the Designated Subrecipient's performance under this Agreement, the Recipient Agreement, or both, when evaluating the risks of making a future Federal financial assistance award to the Designated Subrecipient. Section 22.05 Whistleblower Protection. (a) The Designated Subrecipient acknowledges that it is a "grantee"within the scope of 41 U.S.C. 4712, which prohibits the Designated Subrecipient 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 Designated Subrecipient shall 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. Section 22.06 External Award Terms and Obligations. Page 241 34 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT (a) In addition to this document and the contents described in article 21, 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; 3) 2 C.F.R. 175: Award Term for 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 Designated Subrecipient shall 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) 23 C.F.R. Chapter 1: Federal Highway Administration, Department of Transportation as, applicable to the Recipient. 5) Subpart B of 49 C.F.R. part 32: Governmentwide Requirements for Drug-free Workplace (Financial Assistance). Section 22.07 Incorporated Certifications. (a) The Designated Subrecipient makes the statements in the following certifications, which are incorporated by reference: 1) Appendix A to 49 CFR part 20 (Certification Regarding Lobbying). ARTICLE 23. ASSIGNMENT Section 23.01 Assignment Prohibited. (a) The Designated Subrecipient shall 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 24. Reserved. ARTICLE 25. WAIVER Section 25.01 Waivers. (a) A waiver of a term of this Agreement granted by the Federal Agency will not be effective unless it is in advance and in writing, and it is signed by an authorized representative of the Federal Agency. (b) A waiver of a term of this Agreement granted by the Federal Agency or Recipient on one occasion will not operate as a continuing waiver for other occasions unless the waiver expressly states this fact. (c) If the Federal Agency or Recipient fails to require strict performance of a term of this Agreement, fails to exercise a remedy for a breach of this Agreement, or fails to reject a payment during a breach of this Agreement, that failure does not constitute a waiver of that term or breach. ARTICLE 26. ADDITIONAL TERMS AND CONDITIONS Section 26.01 Effect of Urban or Rural Designation. Page 25 134 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT (a) Based on information that the Designated Subrecipient provided to the Federal Agency, including the Technical Application, section 1 of Schedule F designates this award as an urban award or a rural award, as defined in the NOFO. (b) The Designated Subrecipient shall comply with the requirements that accompany that designation on minimum award size, geographic location, and cost sharing. Section 26.02 Effect of Historically Disadvantaged Community or Area of Persistent Poverty Designation. (a) If section 3 of Schedule F lists "Yes"for the "HDC or APP Designation,"then based on information that the Designated Subrecipient provided to the Federal Agency, including the Technical Application,the Federal Agency determined that the Project will be carried out in a historically disadvantaged community or an area of persistent poverty, as defined in the NOFO. (b) The Designated Subrecipient shall incur a majority of the costs under this award in historically disadvantaged communities or areas of persistent poverty. Section 26.03 Disclaimer of Liability. (a) The Federal Agency and the Recipient shall 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. Section 26.04 Relocation and Real Property Acquisition. (a) To the greatest extent practicable under State law, the Designated Subrecipient shall comply with the land acquisition policies in 49 C.F.R. 24 subpart B and shall pay or reimburse property owners for necessary expenses as specified in that subpart. (b) The Designated Subrecipient shall provide a relocation assistance program offering the services described in 49 C.F.R. 24 subpart C and shall provide reasonable relocation payments and assistance to displaced persons as required in 49 C.F.R. 24 subparts D—E. (c) The Designated Recipient shall make available to displaced persons comparable replacement dwellings in accordance with 49 C.F.R. Section 26.05 Equipment Disposition. (a) In accordance with 2 C.F.R. 200.313 and 1201.313, if the Designated Subrecipient, or a subrecipient to the Designated Subrecipient, acquires equipment underthe Grant Program award, then when that equipment is no longer needed for the Project: 1) if the entity that acquired the equipment is a State, the State shall dispose of that equipment in accordance with State laws and procedures; and 2) if the entity that acquired the equipment is an Indian Tribe, the Indian Tribe shall dispose of that equipment in accordance with tribal laws and procedures. If such laws and procedures do not exist, Indian Tribes must follow the guidance in 2 C.F.R. 200.313; and 3) if the entity that acquired the equipment is neither a State nor an Indian Tribe,that entity shall request disposition instructions from the Administering Operating Administration. (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. 200.310-200.316 and 2 C.F.R. 1201.313. Page 26 1 34 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT (c) The Designated Subrecipient shall ensure compliance with this section 25.05 for all tiers of subawards under this award. Section 26.06 Environmental Review. (a) In this section, "Environmental Review Entity" means: 1) if the Project is located in a State that has assumed responsibilities for environmental review activities under 23 U.S.C. 326 or 23 U.S.C. 327 and the Project is within the scope of the assumed responsibilities, the State; and 2) for all other. cases, Federal Agency. (b) Except as authorized under section 26.06(c), the Designated Subrecipient shall not begin final design; acquire real property, construction materials, or equipment; begin construction; or take other actions that represent an irretrievable commitment of resources for the Project unless and until: 1) the Environmental Review Entity complies with the National Environmental Policy Act, 42 U.S.C. 4321 to 4370m-12, and any other applicable environmental laws and regulations; and 2) if the Environmental Review Entity is not the Designated Subrecipient,the Environmental Review Entity provides the Designated Subrecipient•with written notice that the environmental review process is complete. (c) If the Designated Subrecipient is using procedures for early acquisition of real property under 23 C.F.R. 710.501 or hardship and protective acquisitions of real property 23 C.F.R. 710.503, the Designated Subrecipient shall comply with 23 C.F.R. 771.113(d)(1). (d) The Designated Subrecipient acknowledges and agrees that: 1) the Environmental Review Entity's actions under section 25.06(a) depend on the Designated Subrecipient conducting necessary environmental analyses and submitting necessary documents to the Environmental Review Entity; and 2) applicable environmental statutes and regulation may require the Designated Subrecipient to prepare and submit documents to other Federal, State, and local agencies. (e) in compliance with 23 C.F.R. 771.105(a) and other Federal law, the Designated Subrecipient shall coordinate all environmental investigations, reviews, and consultations as a single process. (f) The activities described in schedule B and other information described in the Recipient Agreement may inform environmental decision-making processes, but the parties do not intend the Recipient Agreement to document the alternatives under consideration under those processes. If a build alternative is selected that does not align with schedule B or other information in this Agreement, then: 1) the Designated Subrecipient may request in writing and the Federal Agency and Recipient may amend the Recipient Agreement for consistency with the selected build alternative; or 2) if the Federal Agency or Recipient determine that the condition for termination is satisfied, the Federal Agency or the Administering Operating Agency or the Recipient may terminate the Recipient Agreement under the terms of this Agreement. Wage 27 134 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT (g) The Designated Subrecipient shall 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. Section 26.07 Railroad Coordination. (a) If section 3 of schedule C includes one or more milestones identified as a "Railroad Coordination Agreement," then for each of those milestones, the Designated Subrecipient shall enter a standard written railroad coordination agreement, in compliance with 23 C.F.R. 646.216(d), no later than the deadline date identified for that milestone, with the identified railroad for work and operation within that railroad's right-of-way. ARTICLE 27. MANDATORY AWARD INFORMATION Section 27.01 Information Contained in a Federal Award. (a) For 2 C.F.R. 200.211: 1) the "Federal Award Date" is the date of the Recipient Agreement per its terms; 2) the "Assistance Listings Number" is 20.933 and the "Assistance Listings Title" is "National Infrastructure Investments"; and 3) this award is not for research and development. Section 27.02 Federal Award Identification Number. (a) The Payment System identified in Schedule A is "FMIS" or"FMIS Current Bill," thus the Federal Award Identification Number("FAIN") will be generated when the Administering Authorizing Administration Division authorizes the project in FMIS. (b) The Recipient acknowledges that it has access to FMIS and can retrieve the FAIN from FMIS for the Designated Subrecipient, once generated. Section 27.03 Recipient's Unique Entity Identifier. (a) If the Federal Agency Payment System identified in schedule A is "FMIS" or "FMIS Current Bill," then the Recipient's Unique Entity Identifier, as defined at 2 C.F.R. 25.400, is available in FMIS. (b) Reserved. ARTICLE 28. CONSTRUCTION AND DEFINITIONS Section 28.01 Schedules. (a) This Agreement includes the following schedules as integral parts Schedule AAdministrative Information Schedule B Project Activities Schedule C Award Dates and Project Schedule Schedule D Award and Project Financial Information Schedule E Changes from Application Schedule F RAISE Program Designations Schedule G RAISE Performance Measurement Information Schedule H Climate Change and Environmental Justice Impacts Schedule I Equity and Barriers to Opportunity Schedule J Labor and Work Schedule K Civil Rights and Title VI Section 28.02 Exhibits. Page 28 34 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT (a) The following exhibits, which are located in the document titled Exhibits to FHWA Grant Agreements Under the Fiscal Year 2024 RAISE Program," dated June 26, 2024, and available at https://www.transportation.gov/policy-initiatives/raise/raise-grant- agreements, are part of this Agreement: Exhibit A Applicable Federal Laws and Regulations Exhibit B Additional Standard Terms Exhibit C Quarterly Project Progress Reports and Recertif!cations: Format and Content Exhibit D Form for Subsequent Obligation of Funds Section 28.03 Construction. (a) In this Agreement: 1) unless expressly specified, a reference to a section or article refers to that section or article in this Agreement; 2) a reference to a section or other subdivision of a schedule listed in section 28.01 will expressly identify the relevant schedule; and (b) If a provision in this Agreement, the Terms and Conditions,the Exhibits conflicts with a provision in the Project Specific portion of the Recipient Agreement,then the project- specific portion of the Recipient Agreement prevails. (c) If a provision in the Exhibits and Agreements conflicts with a provision in this Agreement or the Terms and Conditions, then the provision in this Agreement prevails. Section 28.04 Integration. (a) This Agreement constitutes the entire agreement of the parties relating to the Grant and awards under that Grant program for the Project and supersedes any previous agreements, oral or written, relating to the Grant and awards under that Grant program for the Project. Section 28.05 Definitions. (a) In this Agreement, the following definitions apply: "Administering Operating Administration" means the Federal Highway Administration (FHWA). "Environmental Review Entity" is defined in Section 26.06. "Federal Share" means the sum of the total "RAISE Funds" and "Other Federal Funds" amounts that are listed in Schedule D. "Grant" means an award of funds that were made available through the NOFO. "Grant Program" means the RAISE 2023 grant program. "NOFO" means the Grant Notice of Funding Opportunity number DTOS59-24-RA-RAISE posted online at Grants.gov, on November 30, 2024. "OFCCP" means the Department of Labor's Office of Federal Contract Compliance Programs "OMB" is the Office of Management and Budget. "Program Statute"means the collective statutory text: 1) at 49 U.S.C. 6702; Page 29 1 34 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT 2) under the heading "Department of Transportation—Office of the Secretary—National Infrastructure Investments" in title VIII of division J of the Infrastructure Investment and Jobs Act, Pub. L. No. 117-58 (Nov. 15, 2021), and all other provisions of that act that apply to amounts appropriated underthat heading; and 3) under the heading "Department of Transportation—Office of the Secretary—National Infrastructure Investments" in title I of division L of the Consolidated Appropriations Act, 2022 Pub. L. No. 117-103 (Mar. 15, 2022), and all other provisions of that act that apply to amounts appropriated under that heading. "Project" means the project proposed in the Technical Application, as modified by the negotiated provisions of the Recipient Agreement. "Project Closeout" means the date that the Federal Agency informs the Recipient that the award is closed out. "Project Cost Savings" is defined in section 5.04(d). "Recipient Agreement" means U.S. Department of Transportation Grant Agreement Under the Fiscal Year 2024 RAISE Program for the Santa Ana Boulevard Grade Separation Project between the Federal Agency and the Recipient, which may be a grant agreement or project agreement in FMIS. All references to Schedules refer to the schedules of this Recipient Agreement. "Technical Application" means the application identified in section 1 of schedule A of the Recipient Agreement, including Standard Form 424 and all information and attachments submitted with that form through Grants.gov. "Title VI" means Title VI of the Civil Rights Act of 1964, Pub. L. No. 88-352 (codified at 42 U.S.C. 2000d to 2000d-4a). Section 28.06 References to Times of Day. (a) All references to times of day in this Agreement are deemed references to that time at the prevailing local time in Washington, DC. ARTICLE 29. CIVIL RIGHTS AND TITLE VI Section 29.01 CIVIL RIGHTS AND TITLE VI. (a) Consistent with Executive Order 13985, "Advancing Racial Equity and Support for Underserved Communities Through the Federal Government"(Jan. 20, 2021), Executive Order 14091, "Further Advancing Racial Equity and Support for Underserved Communities Through the Federal Government" (Feb. 16, 2023), and DOT Order 1000.12C, "The U.S. Department of Transportation Title VI Program" (June 11, 2021), the purpose of sections 29.01(b)-29.01(c) is to ensure that the Designated Subrecipient has a plan to comply with civil rights obligations and nondiscrimination laws, including Title VI and 49 C.F.R. part 21. (b) If the Designated Subrecipient Type Designation in schedule K is"Existing,"then the Designated Subrecipient shall submit to the Federal Agency and the Recipient either: 1) not later than one month after the date of this Agreement, documentation showing that the Designated Subrecipient has complied with all reporting requirements under the Administering Operating Administration's implementation of Title VI; or Page 30 1 34 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT 2) not later than six months after the date of this Agreement, both a Title VI Plan and a Community Participation Plan, as those plans are described in chapter II, sections 3-4 of DOT Order 1000.12C. (c) If the Designated Subrecipient Type Designation in schedule K is "New,"then the Administering Operating Administration completed a Title VI Assessment of the Designated Subrecipient, as described in chapter II, section 2 of DOT Order 1000.12C, before entering this Agreement, as documented in section 2 of schedule K. (d) In this section 12.1, "Title VI" means Title VI of the Civil Rights Act of 1964, Pub. L. No. 88-352 (codified at 42 U.S.C. 2000d to 2000d-4a). Section 29.02 Legacy Infrastructure and Facilities. (a) In furtherance of the Americans with Disabilities Act of 1990 (ADA), Pub. L. No. 101-336 (codified at 42 U.S.C. 12101-12213), and Section 504 of the Rehabilitation Act of 1973, Pub. L. No. 93-112 (codified at 29 U.S.C. 794), not later than one year after the date of this Agreement,the Designated Subrecipient shall develop a plan to address any legacy infrastructure or facilities that are not compliant with ADA standards and are involved in, or closely associated with, the Project. Consistent with 49 C,F.R. part 27, even in the absence of prior discriminatory practice or usage, a Designated Subrecipient administering a program or activity receiving Federal financial assistance is expected to take action to ensure that no person is excluded from participation in or denied the benefits of the program or activity on the basis of disability. ARTICLE 30. INFORMATION REQUESTS Section 30.01 Information Requests. (a) By notice,the Federal Agency and the Recipient may request from the Designated Subrecipient any information that the Federal Agency and the Recipient determines is necessary to fulfill its oversight responsibilities under the Program Statute or other Federal law. (b) If the Federal Agency and the Recipient requests information from the Designated Subrecipient under section 30.01(a), the Designated Subrecipient shall respond in the form and at the time detailed in the notice requesting information. (c) This section 30.01 does not limit the Designated Subrecipient's obligations under section 11.04 or 2 C.F.R. 200.337 to provide access to Designated Subrecipient records. ARTICLE 30. AGREEMENT EXECUTION AND EFFECTIVE DATE Section 30.01 Counterparts. (a) This Agreement may be executed in counterparts, which constitute one document. (b) The parties intend each countersigned original to have identical legal effect. Section 30.02 Effective Date. (a) This Agreement will become effective when all parties have signed it and the Recipient Agreement is executed (the "Effective Date"). (b) This instrument constitutes a Grant when the Agreement becomes effective. ARTICLE 31. Reserved. ARTICLE 32. Reserved. ARTICLE 33. Reserved. Page 31 1 34 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT Page 32134 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT DESIGNATED SUBRECIPIENT SIGNATURE PAGE The Designated Subrecipient, intending to be legally bound, is signing this Agreement on the date stated opposite that patty's signature. CITY OF SANTA ANA "DESIG D SURRECIPIENT„ By: j ZG Alvaro Nunez Date City Manager ATTEST. By: <� �6 L ( n—nifer L. a Date City Clerk APPROVED AS TO CONTENT: PUBLIC WORKS DEPARTMENT R06 9 Was 06/07/2026 y; Ro7ol:a Roses iJcl 6.2G25 t 1 4,4Q PC1T7 Rodolf0 ROsas, P.E. Date _ Acting Executive i3ireetor of Public Works APPROVED AS TO FORM, Sonia R. Carvalho City Attorney June i 2026 Kjie Nellesen Date Assistant City Attorney COUNTERSIGNED: By: �.. e ,,: .a,.,s,n.,E a3�.o �:, 08/07/2026 Alexander Trinidad Date Executive Director of Finance and Management Services 33 134 FY 24 RAISE Discretionary Grant Program Recipient-Designated Subrecipient Agreement SANTA ANA BOULEVARD GRADE SEPARATION PROJECT RECIPIENT SIGNATURE RAGE The Recipient, intending to be legally bound, is signing this Agreement on the date stated opposite that party's signature. CALIFORNIA DEPARTMENT OF TRANSPORTATION By: DEE LAM Date Chief, Division of Local Assistance AND [NAME] Date District Director Page 34134