12-FTA Third Party Required Clauses - Rolling Stock Procurement.pdf

FTA Required Third-Party Contract Clauses

FTA Master Agreement, Circulars, and Guidance

This procurement incorporates all applicable Federal Transit Administration (FTA) requirements as set forth in the FTA Master Agreement (FY26), FTA Circular 4220.1F and associated Third Party Contracting Guidance, the Best Practices Procurement Manual (BPPM), and the FTA FY26 Contract Clause Requirements Matrix. Only the clauses applicable to this contract type and dollar value are included herein.

Federal Changes

(FTA Master Agreement § 4(a))

Applicability:

Applies to all contracts.

Requirement:

The Contractor shall comply with all applicable Federal statutes, regulations, executive orders, and FTA directives, including those issued after contract award.

Flow-Down:

This clause shall be included in all subcontracts.

No Government Obligation to Third Parties

(FTA Master Agreement § 15)

Applicability:

Applies to all contracts.

Requirement:

The Contractor acknowledges that the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities.

Flow-Down:

Required in all subcontracts.

Program Fraud and False or Fraudulent Statements or Claims

(49 U.S.C. § 5323(l); 31 U.S.C. § 3801 et seq.; 18 U.S.C. § 1001; 49 CFR Part 31; FTA Master Agreement § 4(h)(11))

Applicability:

Applies to all FTA-funded contracts.

Requirement:

The Contractor acknowledges that Federal laws, regulations, and requirements apply to its actions and this contract, including the Program Fraud Civil Remedies Act of 1986, as amended, and U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 CFR Part 31.

Contractor Responsibilities:

The Contractor agrees:

(1) By executing this contract, it certifies the truthfulness and accuracy of any claim, statement, or submission;

(2) It acknowledges that civil penalties may be imposed for false, fictitious, or fraudulent claims;

(3) It acknowledges that criminal penalties may be imposed under 18 U.S.C. § 1001;

(4) It shall comply with all applicable Federal fraud and false statement requirements.

Flow-Down:

This clause shall be included in all subcontracts.

Access to Records and Reports

(2 CFR § 200.337; 49 U.S.C. § 5325; FTA Master Agreement § 4(e))

Applicability:

Applies to all FTA-funded contracts.

Requirement:

The Contractor agrees to provide the City, FTA, the Comptroller General, and their authorized representatives access to all records directly pertinent to this contract.

Contractor Responsibilities:

The Contractor agrees:

(1) To maintain all records for a minimum of three (3) years after final payment and contract closeout;

(2) To provide access during normal business hours;

(3) To ensure access extends to subcontractors.

Flow-Down:

Required in all subcontracts.

Notification of Fraud, Waste, Abuse, or Misconduct

(31 U.S.C. § 3729 et seq.; FTA Master Agreement § 39(b))

Applies to all contracts.

Requirement:

The Contractor agrees to promptly notify the City and the U.S. Department of Transportation Office of Inspector General (DOT OIG) of any credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed a violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations, or a violation of the civil False Claims Act.

Contractor Responsibilities:

The Contractor agrees:

(1) To disclose in writing any credible evidence of fraud, waste, abuse, or misconduct related to this contract;

(2) To cooperate fully with any investigation conducted by the City, FTA, or DOT OIG;

(3) To ensure that its employees and subcontractors are aware of these reporting requirements.

Flow-Down:

The Contractor agrees to include this clause in all subcontracts.

Debarment and Suspension

(2 CFR Part 180; 2 CFR Part 1200; 2 CFR 200 Appendix II(H); FTA Master Agreement § 4(h)(4) & § 39(b))

Applicability:

Applies to all contracts and subcontracts exceeding $25,000.

Requirement:

This contract is a covered transaction for purposes of 2 CFR Part 180 and 2 CFR Part 1200.

The Contractor shall comply with U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 CFR Part 1200, which adopts and supplements the U.S. Office of Management and Budget (OMB) “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” 2 CFR Part 180.

Contractor Responsibilities:

The Contractor agrees:

(1) It will not enter into any covered transaction with any Third-Party Participant that is suspended, debarred, or otherwise excluded from participation in covered transactions;

(2) It will review the System for Award Management (SAM) at https://sam.gov prior to entering into any covered transaction;

(3) It will comply with all applicable requirements of 2 CFR Parts 180 and 1200;

(4) It will immediately notify the City if it or any of its principals becomes debarred or suspended during contract performance.

Flow-Down:

The Contractor agrees to include this clause in all subcontracts exceeding $25,000 and ensure compliance by all lower-tier participants.

Required Documentation:

Debarment and Suspension Certification.

Lobbying Restrictions

(31 U.S.C. § 1352; 49 CFR Part 20; 2 CFR Part 200 Appendix II(I); FTA Master Agreement § 4(h)(6))

Applicability:

Applies to contracts exceeding $100,000.

Requirement:

The Contractor shall comply with U.S. DOT regulations, “New Restrictions on Lobbying,” 49 CFR Part 20.

Contractor Responsibilities:

The Contractor agrees:

(1) No Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency in connection with this contract;

(2) If any funds other than Federal appropriated funds have been paid for such purposes, the Contractor agrees to complete and submit Standard Form-LLL;

(3) It shall include the language of this certification in all subcontracts exceeding $100,000.

Flow-Down:

Required for all subcontracts over $100,000.

Required Documentation (included):

• Lobbying Certification

• SF-LLL (if applicable) https://sam.gov/

Federal Tax Liability and Recent Felony Convictions

(2 CFR § 200.215; DOT Order 4200.6; FTA Master Agreement § 4(g))

Applicability:

Applies to contracts exceeding $25,000.

Requirement:

The Contractor shall comply with requirements regarding Federal tax liability and felony convictions.

Contractor Responsibilities:

The Contractor certifies that:

(1) It does not have any unpaid Federal tax liability that has been assessed and is not being paid in a timely manner;

(2) It has not been convicted of a felony criminal violation under any Federal law within the preceding 24 months;

(3) If either condition exists, it has disclosed such information to the City.

Flow-Down:

Applies to all applicable subcontracts.

Remedies for Breach of Contract

(2 CFR Part 200 Appendix II(A))

Applicability:

Applies to contracts exceeding $250,000.

Requirement:

The contract shall contain administrative, contractual, and legal remedies for breach of contract.

Contractor Responsibilities:

The Contractor acknowledges that the City may impose sanctions, penalties, or pursue legal remedies for breach.

Termination

(2 CFR Part 200 Appendix II(B); FTA Master Agreement § 4(h)(1))

Applies to contracts exceeding $10,000.

Requirement:

This contract shall be subject to termination for convenience and termination for cause.

Termination for Convenience:

The City may terminate this contract, in whole or in part, at any time when it is in the City’s best interest. The Contractor agrees to be paid for allowable costs incurred, including reasonable close-out costs, and profit on work performed up to the date of termination.

Termination for Cause:

The City may terminate this contract if the Contractor fails to comply with any contract term or condition. The City may complete the work by other means and hold the Contractor liable for additional costs.

Flow-Down:

The Contractor agrees to include appropriate termination provisions in all subcontracts.

Civil Rights, Nondiscrimination, and DBE Requirements

(49 CFR §§ 26.13, 26.29; FTA Master Agreement § 12)

Applicability:

Applies to all FTA-funded contracts.

Requirement:

The Contractor shall comply with all applicable civil rights laws and regulations, including Title VI and DBE requirements.

Contractor Responsibilities:

The Contractor agrees:

(1) Not to discriminate on the basis of race, color, national origin, sex, disability, or age;

(2) To comply with 49 CFR Part 26 (DBE);

(3) To take all necessary and reasonable steps to ensure nondiscrimination in subcontracting.

Flow-Down:

Required in all subcontracts.

Americans with Disabilities Act (ADA)

(42 U.S.C. §§ 12101 et seq.; 49 CFR Parts 27, 37, and 38; FTA Master Agreement § 4(h)(2))

Applicability:

Applies to all rolling stock procurements involving vehicles used in public transportation service.

Requirement:

The Contractor shall comply with all applicable requirements of the Americans with Disabilities Act (ADA), including U.S. DOT regulations at 49 CFR Parts 27, 37, and 38.

Contractor Responsibilities:

The Contractor agrees:

(1) To ensure that all vehicles provided under this contract are accessible to and usable by individuals with disabilities, including individuals using wheelchairs;

(2) To ensure that vehicles comply with applicable accessibility standards set forth in 49 CFR Part 38;

(3) To provide all required accessibility features, including but not limited to lifts or ramps, securement systems, signage, and communication equipment, as specified in the contract;

(4) To support verification of ADA compliance during pre-award and post-delivery audits.

Flow-Down:

The Contractor agrees to include applicable ADA requirements in all subcontracts related to vehicle manufacture or modification.

Equal Employment Opportunity (EEO)

(Executive Order 11246; 41 CFR Part 60; 2 CFR Part 200 Appendix II(C); FTA Master Agreement § 4(h)(2))

Applicability:

Applies to construction contracts and other contracts involving a workforce subject to Federal EEO requirements.

Generally not applicable to rolling stock procurements unless the contract includes construction or covered labor activities.

Requirement:

The Contractor shall comply with Executive Order 11246, as amended, and U.S.

Department of Labor regulations at 41 CFR Part 60.

Contractor Responsibilities (if applicable):

The Contractor agrees:

(1) Not to discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin;

(2) To take affirmative action to ensure that applicants are employed and employees are treated without regard to these characteristics;

(3) To comply with all applicable reporting and recordkeeping requirements.

Flow-Down:

The Contractor agrees to include this clause in all applicable subcontracts.

Clean Air and Clean Water Requirements

(42 U.S.C. §§ 7401–7671q; 33 U.S.C. §§ 1251–1387; 2 CFR Part 200 Appendix II(G); FTA Master Agreement § 4(h)(5))

Applicability:

Applies to contracts exceeding $150,000.

Requirement:

The Contractor shall comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act and Federal Water Pollution Control Act.

Flow-Down:

Required in all applicable subcontracts.

Energy Conservation

(42 U.S.C. §§ 6201 et seq.; FTA Master Agreement § 4(h)(5))

Applicability:

Applies to all contracts funded with Federal assistance.

Requirement:

The Contractor shall comply with mandatory standards and policies relating to energy efficiency contained in the State Energy Conservation Plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. §§ 6201 et seq.).

The Contractor agrees to include this requirement in all subcontracts.

Procurement of Recovered Materials

(2 CFR § 200.323; 40 CFR Part 247; Appendix II(J))

Applicability:

Applies to contracts for items designated by EPA.

Requirement:

The Contractor shall comply with Section 6002 of the Solid Waste Disposal Act and procure recovered materials where applicable.

Flow-Down:

The Contractor agrees to include this clause in all subcontracts.

Domestic Preferences for Procurements

(2 CFR § 200.322; 2 CFR Part 184; Appendix II(L))

Applicability:

Applies to all procurements using Federal funds.

Requirement:

The Contractor agrees, to the greatest extent practicable, to provide a preference for the purchase, acquisition, or use of goods produced in the United States.

Flow-Down:

The Contractor agrees to include this clause in all subcontracts.

Prohibition on Covered Telecommunications and Video Surveillance Equipment or Services

(2 CFR § 200.216; 2 CFR Part 200 Appendix II(K))

Applicability:

Applies to all contracts.

Requirement:

The Contractor agrees not to use covered telecommunications equipment or services as defined in 2 CFR § 200.216.

The Contractor certifies that it does not use or provide prohibited equipment or services.

Flow-Down:

Required in all subcontracts.

Seat Belt Use

(Executive Order 13043; 23 U.S.C. § 402 note; FTA Master Agreement § 34(a))

Applicability:

Applies to all contracts.

Requirement:

The Contractor agrees to encourage the use of seat belts by its employees while operating company-owned, rented, or personally operated vehicles.

Flow-Down:

The Contractor agrees to include this clause in all subcontracts.

Distracted Driving

(Executive Order 13513; U.S. DOT Order 3902.10; FTA Master Agreement § 34(b))

Applicability:

Applies to all contracts.

Requirement:

The Contractor agrees to adopt and enforce policies prohibiting texting while driving and shall encourage safe driving practices.

Flow-Down:

The Contractor agrees to include this clause in all subcontracts.

Contract Work Hours and Safety Standards Act (CWHSSA)

(40 U.S.C. §§ 3701–3708; 2 CFR Part 200 Appendix II(E); FTA Master Agreement § 4(h)(3))

Applicability:

Applies to contracts exceeding $100,000 involving mechanics or laborers.

Requirement:

The Contractor shall comply with CWHSSA requirements regarding overtime compensation and safe working conditions.

Required in applicable subcontracts.

Rights to Inventions

(37 CFR Part 401; 2 CFR Part 200 Appendix II(F))

Applicability:

Applies to contracts involving experimental, developmental, or research work.

Requirement:

The Contractor shall comply with all applicable requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts, and Cooperative Agreements.”

Contractor Responsibilities:

The Contractor agrees:

(1) To report any subject inventions developed under the contract;

(2) To comply with all Federal requirements regarding ownership, reporting, and disposition of inventions;

(3) To include appropriate provisions in subcontracts as required.

Flow-Down:

The Contractor agrees to include this clause in all applicable subcontracts.

Buy America Requirements

(49 U.S.C. § 5323(j); 49 CFR Part 661; FTA Master Agreement § 4(h)(7))

Applicability:

Applies to all rolling stock procurements funded in whole or in part with FTA assistance.

Requirement:

The Contractor shall comply with 49 U.S.C. § 5323(j) and 49 CFR Part 661, “Buy America Requirements,” including all applicable requirements for rolling stock.

The Contractor agrees to ensure that all rolling stock and components comply with domestic content and final assembly requirements as defined in 49 CFR Part 661.

Failure to comply with Buy America requirements may result in rejection of rolling stock and/or remedies as permitted under the contract.

(1) To manufacture rolling stock in compliance with Buy America requirements, including final assembly in the United States;

(2) To ensure that all components and subcomponents meet applicable domestic content requirements;

(3) To provide all required Buy America certifications prior to contract award;

(4) To support and participate in pre-award and post-delivery audits conducted by the City or its authorized representatives;

(5) To maintain and provide documentation demonstrating compliance upon request.

Flow-Down:

The Contractor agrees to include Buy America requirements in all subcontracts for components and subcomponents.

Required Documentation:

• Buy America Certification (compliant or non-compliant)

• Supporting documentation for audits

Pre-Award and Post-Delivery Audit Requirements

(49 U.S.C. § 5323(m); 49 CFR Part 663; FTA Master Agreement § 4(h)(7))

Applicability:

Applies to all rolling stock procurements.

Requirement:

The Contractor shall comply with all applicable pre-award and post-delivery audit requirements in accordance with 49 CFR Part 663.

The City shall complete and document all required pre-award and post-delivery audits in accordance with 49 CFR Part 663. Documentation of these audits shall be retained in accordance with Federal record retention requirements.

(1) To provide documentation necessary for the City to complete pre-award and post-delivery audits;

(2) To support verification of Buy America compliance;

(3) To support verification of Federal Motor Vehicle Safety Standards (FMVSS) compliance;

(4) To provide purchaser’s requirements certifications;

(5) To allow inspection and testing of vehicles prior to acceptance.

Flow-Down:

Applies to all relevant subcontractors providing components or vehicles.

Required Documentation:

• Pre-Award Buy America Certification

• Post-Delivery Buy America Certification

• Purchaser’s Requirements Certification

• FMVSS Certification

Federal Motor Vehicle Safety Standards (FMVSS)

(49 CFR Part 571; 49 CFR Part 663; FTA Master Agreement § 4(h)(7))

Applicability:

Applies to all rolling stock procurements.

Requirement:

The Contractor agrees to certify that each vehicle complies with all applicable Federal Motor Vehicle Safety Standards (FMVSS) and applicable Federal regulations.

Contractor Responsibilities:

The Contractor agrees:

(1) To provide a manufacturer’s certification that each vehicle complies with FMVSS;

(2) To ensure that the certification label is affixed to each vehicle as required;

(3) To provide supporting documentation as required for pre-award and post-delivery audits.

Applies to manufacturers and vehicle suppliers.

Bus Testing (Altoona Testing)

(49 U.S.C. § 5318; 49 CFR Part 665; FTA Master Agreement § 4(h)(7))

Applicability:

Applies to new bus models or configurations that require testing.

Requirement:

The Contractor shall comply with bus testing requirements in accordance with 49 CFR Part 665.

Contractor Responsibilities:

The Contractor agrees:

(1) To ensure that any new bus model or configuration has completed required testing at a facility approved by FTA;

(2) To provide a copy of the bus testing report prior to contract award or vehicle acceptance, as applicable;

(3) To ensure that vehicles meet all performance requirements identified during testing.

Flow-Down:

Applies to manufacturers and vehicle suppliers.

Required Documentation:

• Bus Testing Report (Altoona)

Cargo Preference Requirements

(46 U.S.C. § 55305; 46 CFR Part 381; FTA Master Agreement § 4(h)(9))

Applicability:

Applies if equipment, materials, or commodities are transported by ocean vessel.

Requirement:

The Contractor shall comply with U.S. Maritime Administration regulations requiring the use of U.S.-flag vessels.

(1) To use U.S.-flag vessels for at least 50 percent of the gross tonnage of equipment, materials, or commodities transported by ocean vessel;

(2) To provide required shipping documentation;

(3) To submit required reports to the Maritime Administration.

Applies to all subcontractors involved in shipment.

Americans with Disabilities Act (ADA)