2-FTA Commonwealth Clauses 2026.docx

APPENDIX B

FTA and Commonwealth of Pennsylvania Third Party Contract Provisions

The provisions listed below are required to be included in the designated procurements advanced by LANTA FTA-funded and/or funded by PennDOT

THE FOLLOWING PROVISIONS ARE INCLUDED IN ALL FTA-FUNDED SMALL PURCHASE PROCUREMENTS AND ABOVE (WITH APPLICABLE DOLLAR THRESHOLD NOTED):

NO GOVERNMENT OBLIGATIONS TO THIRD PARTIES:

LANTA and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent of the by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to LANTA, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.

The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA to LANTA under 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.

3. FRAUD, WASTE, ABUSE OR OTHER LEGAL MATTERS NOTIFICATION TO FTA AND U.S. DOT INSPECTOR GENERAL:

If a current or prospective legal matter that may affect the Federal Government emerges, the Contractor must promptly notify the FTA Chief Counsel and the FTA Region III Counsel. The Contractor must include a similar notification requirement in its subcontract agreements at every tier for any agreement that is a “covered transaction” according to 2 C.F.R. §§ 180.220 and 1200.220.

(a) The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason.

(b) Matters that may affect the Federal Government include, but are not limited to, the Federal Government’s interests in the Award, the accompanying Underlying Agreement, and any Amendments thereto, or the Federal Government’s administration or enforcement of federal laws, regulations, and requirements.

(c) Additional Notice to U.S. DOT Inspector General. The Contractor must promptly notify the U.S. DOT Inspector General in addition to the FTA Chief Counsel or the FTA Region III Counsel, if the Contractor has knowledge of potential fraud, waste, or abuse occurring on a Project receiving assistance from FTA. The notification provision applies if a person has or may have submitted a false claim under the False Claims Act, 31 U.S.C. § 3729, et seq., or has or may have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bid rigging, misappropriation or embezzlement, bribery, gratuity, or similar misconduct involving federal assistance. This responsibility occurs whether the Project is subject to this Agreement or another agreement between LANTA and FTA, or an agreement involving a principal, officer, employee, agent, or Third Party Contractor of LANTA. It also applies to subcontractors at any tier. Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a criminal or civil investigation by a Federal, state, or local law enforcement or other investigative agency, a criminal indictment or civil complaint, or probable cause that could support a criminal indictment, or any other credible information in the possession of the Contractor. In this paragraph, “promptly” means to refer information without delay and without change. This notification provision applies to all divisions of the Contractor, including divisions tasked with law enforcement or investigatory functions.

4. AUDIT AND INSPECTION OF BOOKS AND RECORDS

a. Audit and Inspection. The Contractor shall permit the authorized representatives of LANTA, U.S. Department of Transportation, the Pennsylvania Department of Transportation and the Comptroller General of the United States to inspect and audit all data and records of the Contract or relating to its performance and its subcontracts under this Contract from the date of the Contract and for three (3) years after completion or termination of the Contract.

b. Record Retention. The Contractor further agrees to include in all their subcontracts hereunder a provision to the effect that the subcontractor agrees that LANTA, the U.S. Department of Transportation, the Pennsylvania Department of Transportation and the Comptroller General of the United States or any of their duly authorized representatives shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers, and records of each Subcontractor, involving transactions related to the Subcontractor. The term "Subcontractor" as used in this clause excludes: (1) Purchase Orders not exceeding $10,000; and (2) subcontracts or Purchase Orders for public utility services at rates established for uniform applicability to the general public.

5. NOTICE OF FEDERAL REQUIREMENTS: The Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed herein, as they may be amended or promulgated from time to time during the term of this contract, unless the Federal Government determines otherwise. The Contractor’s failure to so comply shall constitute a material breach of this contract. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or A-1 4/26/2023Revision refuse to comply with any LANTA requests which would cause LANTA to be in violation of the FTA terms and conditions.

6. EQUAL EMPLOYMENT OPPORTUNITY: In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. ¶ 2000e, and Federal transit laws at 49 U.S.C. ¶ 5332, the Contractor and its subcontractors agree to comply with all applicable equal employment opportunity requirements in the U.S. Department of Labor regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41 C.F.R. Parts 60 et seq. and any implementing requirements the FTA may issue, including the Equal Employment Requirements for Construction Activities. The Contractor and its subcontractors agree that it shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity or national origin. The Contractor and its subcontractors shall take affirmative action to insure that applicants are employed, and the employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity or national origin. Such action shall include but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-off or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

7. TITLE VI OF THE CIVIL RIGHTS ACT OF 1964: During the performance of this contract, the Contractor and its subcontractors shall comply with all requirements prohibiting discrimination against any employee or applicant for employment on the basis of race, color, creed, sex, age, disability or national origin in accordance with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. ¶ 2000d; Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. ¶¶ 1681-1683, 1685-88, with implementing U.S. DOT regulations, “Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance,” 49 C.F.R. Part 25; Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. ¶ 6102; Section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. ¶¶623 and Federal transit law at 49 U.S.C. ¶5332; Section 202 of the American With Disabilities Act of 1990, 42 U.S.C. ¶ 12132; Federal transit law at 49 U.S.C. ¶ 5332; and U.S. DOT regulations, “Nondiscrimination in Federally-Assisted Programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act,” 49, C.F.R. Part 21, and any implementing requirements FTA may issue.

7. DISADVANTAGED BUSINESS ENTERPRISES:

NOTE: - SECTION 8.A. SHALL BE INCLUDED IN SMALL PURCHASE PROCUREMENTS.

SECTION 8.B. SHALL BE INCLUDED IN PUBLICLY ADVERTISED PROCUREMENTS WHERE A DBE CONTRACT GOAL HAS NOT BEEN ESTABLISHED (RACE/NEUTRAL PROCUREMENT). IF SECTION 8B IS SELECTED, THEN CERTIFICATES 5 -1 AND 5-3 WILL BE USED.

SECTION 8.C. SHALL BE INCLUDED IN PUBLICLY ADVERTISED PROCUREMENTS WHERE A DBE CONTRACT GOAL HAS BEEN ESTABLISHED (RACE/CONSCIOUS PROCUREMENT. IF SECTION 8C IS SELECTED, THEN CERTIFICATES 5-2 AND 5-3 WILL BE INCLUDED.

THE DETERMINATION OF WHETHER A PROCUREMENT INCLUDES OR DOES NOT INCLUDE A CONTRACT GOAL IS MADE IN ACCORDANCE WITH ATHE PROCESS DESCRIBED IN LANTA’S DBE PROGRAM. ADDITIONAL DETAILS REGARDING LANTA’S ADMNISTRATION OF THE DBE PROGRAM FOR A PROCUREMENT WILL BE DESCRIBED IN THE INSTRUCTIONS TO BIDDERS/PROPOSERS IN ACCORDANCE WITH THE LANTA DBE PROGRAM.

THESE DBE CLAUSES ARE NOT USED FOR ROLLING STOCK PROCUREMENTS. LANTA WILL REQUIRE EACH TRANSIT VEHICLE MANUFACTURER, AS A CONDITION OF BEING AUTHORIZED TO BID OR PROPOSE ON FTA-ASSISTED TRANSIT VEHICLE PROCUREMENTS, TO CERTIFY THAT IT HAS COMPLIED WITH 49 CFR PART 26.49.

A. DISADVANTAGED BUSINESS ENTERPRISE. The Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate.

LANTA solicits and encourages participation by Disadvantaged Business Enterprises. DBE’s shall be afforded full consideration of their response and will not be subject to discrimination.

B. DISADVANTAGED BUSINESS ENTERPRISE. The Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate.

LANTA solicits and encourages participation by Disadvantaged Business Enterprises. DBE’s shall be afforded full consideration of their response and will not be subject to discrimination.

The Contractor shall submit Certificate 5-1, “Disadvantaged Business Enterprise Certification”, with its bid or proposal and the information requested on Certificate 5-3 if the Contractor and/or a subcontractor(s) is a Disadvantaged Business Enterprise.

C. DISADVANTAGED BUSINESS ENTERPRISE. The Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate.

LANTA solicits and encourages participation by Disadvantaged Business Enterprises. DBE’s shall be afforded full consideration of their response and will not be subject to discrimination.

For this contract, LANTA has established a DBE goal of % of the total project cost. Consequently, LANTA will award the contract only to a Contractor who makes good faith efforts to meet the DBE goal. A Contractor can demonstrate that it has made good faith efforts by meeting the DBE goal or documenting its good faith efforts as described in 49 CFR Part 26.53 and in 49 CFR Part 26, Appendix A. The Contractor shall submit Certificate 5-2, “Disadvantaged Business Enterprise Certification”, with its bid or proposal, the information requested on Certificate 5-2 as applicable and/or documentation of its good faith efforts as applicable. Certificate 5-3, “Affidavit of Disadvantaged Business Enterprise”, shall be completed by a DBE eligible contractor or subcontractor(s) to certify to its eligibility. The completed Certificate 5-3 shall be submitted with the Contractor’s bid or proposal.

9. FTA TERMS AND DEFINITIONS: All applicable contractual provisions required by the FTA, including definitions and terminology as set forth in FTA Circular C.4220.1F (March 18, 2013), or its successor and the current FTA Master Agreement as presented on the FTA website shall be incorporated into the contract by reference.

10. ENERGY CONSERVATION REQUIREMENTS: Contractor agrees to recognize and comply with the mandatory standards and policies relating to energy efficiency that are contained in the Pennsylvania State Energy Conservation Plan issued in compliance with the Energy Policy and Conservation Act 42 U.S.C. ¶ 6321 et seq.

11. ENVIRONMENTAL PROTECTION: The Contractor and its subcontractors agree to comply with all applicable requirements and implementing regulations of the National Environmental Policy Act of 1969, as amended, (NEPA) 42 U.S.C. §§ 4321 through 4335 (as restricted by 42 U.S.C. § 5159, if applicable), Executive Order No. 11514, as amended, “Protection and Enhancement of Environmental Quality,” 42 U.S.C. § 4321 note; FTA statutory requirements on environmental matters at 49 U.S.C. § 5324(b).; U.S. Council on Environmental Quality regulations on compliance with NEPA, 40 C.F.R. Parts 1500 through 1508; joint FHWA/FTA regulations, “Environmental Impact and Related Procedures,” 23 C.F.R. Part 771 and 49 C.F.R. Part 622; and other applicable Federal environmental protection regulations that may be promulgated at a later date.

12. MITIGATION OF ADVERSE ENVIRONMENTAL EFFECTS: Should the Project cause or result in adverse environmental effects, the Contractor agrees to assist LANTA in taking all reasonable measures to minimize those adverse effects as required by 49 U.S.C. ¶ 5324(b), and other applicable Federal laws and regulations.

13. PROHIBITED INTEREST: No member, officer, or employee of LANTA, during their tenure or for one year thereafter, shall have any interest, direct or indirect, in this contract or the proceeds therefrom. LANTA's officers, employees or agents shall neither solicit nor accept gratuities, favors or anything of monetary value from contractors, potential contractors, or parties to sub‑agreements.

14. INTEREST OF MEMBERS OR DELEGATES TO CONGRESS: No member or delegate to the Congress of the United States shall be admitted to any share or part of this contract or receive any benefit arising therefrom.

15. FLY AMERICA: The Contractor understands and agrees that the Federal Government will not participate in the costs of international air transportation of any persons involved in or property acquired for the Project unless that air transportation is provided by U.S. flag air carriers to the extent service by U.S.-flag air carriers is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 1974, as amended, 49 U.S.C. ¶ 40118 (the “Fly America” Act), and with U.S. GSA regulations, “Use of United States Flag Air Carriers,” 41 C.F.R. ¶¶ 301-10.131 through 301-10.143.

16. SEAT BELT USE. Pursuant to Executive Order No. 13043, April 16, 1997, 23 U.S.C. ¶ 402 (62 Fed. Reg. 19217), the Contractor and its subcontractors shall adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company-rented vehicles, or personally-operated vehicles.

17. PROTECTION OF SENSITIVE SECURITY INFORMATION. The Contractor shall protect, and take measures to ensure its subcontractors at each tier protect, “sensitive security information” made available during the administration of a third party contract or subcontract to ensure compliance with 49 U.S.C. Section 40119(b) and implementing DOT regulations, “Protection of Sensitive Security Information,” 49 CFR Part 15, and with 49 U.S.C. Section 114(s) and implementing Department of Homeland Security regulations, “Protection of Sensitive Security Information,” 49 CFR Part 1520. In accordance with 49 U.S.C. Section 40119(b)(1), “sensitive security information” is information obtained or developed in the conduct of security activities, including research and development. The information, and records containing such information, that constitute “sensitive security information” is further defined in 49 CFR Part 15.5.

18. TRAFFICKING IN PERSONS. The Contractor, its subcontractors and the employees of the Contractor and its subcontractors that are participating in the Project that is the subject of this Contract and during the period this Contract is in effect may not engage in severe forms of trafficking in persons, procure a commercial sex act or use forced labor in the performance of the Contract. LANTA may unilaterally terminate the Contract for the Project, without penalty to LANTA, if the Contractor, its subcontractors and the employees of the Contractor and its subcontractors are determined to have violated this prohibition. This provision implements the requirements of subsection 106(g) of the Trafficking Victims Protection Act of 2000, as amended, 22 U.S.C. ¶ 7104(g) and U.S. OMB guidance, “Award Term for Trafficking in Persons,” 2 C.F.R. Part 175.

(2) "Text Messaging" means reading from or entering data into any handheld or other electronic device, including for the purpose of short message service texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication. The term does not include the use of a cell phone or other electronic device for the limited purpose of entering a telephone number to make an outgoing call or answer an incoming call, unless the practice is prohibited by State or local law.

(a) Contractor-owned or Contractor-rented vehicles or Government-owned, leased or rented vehicles; or

(b) Privately-owned vehicles when on official Project related business or when performing any work for or on behalf of the Project; or

(c) Any vehicle, on or off duty, and using an employer supplied electronic device.

(2) Conduct workplace safety initiatives in a manner commensurate with the Contractor's size, such as:

(a) Establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving; and

(b) Education, awareness, and other outreach to employees about the safety risks associated with texting while driving.

(3) Include this Special Provision in its sub-agreements with its subcontractors and also encourage its subcontractors to comply with the terms of this Special Provision, and include this Special Provision in any sub-agreement they entered into for the Project.

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20. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. In accordance with Public Law 115-232, the Contractor shall not supply telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). Video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities) shall also not be supplied.

21. TERMINATION:

NOTE: THE FOLLOWING GENERAL TERMINATION PROVISIONS ARE APPLICABLE FOR PROCUREMENTS ABOVE $10,000. FOR LANTA PUBLICLY ADVERTISED PROCUREMENTS, THE FOLLOWING GENERAL PROVISIONS MAY BE USED AS THE BASIS OF THE TERMINATION LANGUAGE INCLUDED IN THE PROCUREMENT DOCUMENTS. HOWEVER, THE TERMINATION PROVISIONS FOR PUBLICLY ADVERTISED PROCUREEMENTS BEING ADVANCED, I.E. CONSTRUCTION, ARCHITECTURAL/ENGINEERING SERVICES, TRANSPORTATION SERVICES OR SUPPLIES AND SERVICES MAY REQUIRE ADDITIONAL TERMS. (REFERENCE: FTA BEST PRACTICES PROCUREMENT MANUAL). IN PUBLICLY ADVERTISED PROCUREMENTS, THE TERMINATION PROVISIONS WILL LIKELY BE ADDRESSED IN THE SAMPLE CONTRACT. IF THE PROVISIONS ARE INCLUDED IN A SAMPLE CONTRACT THEN TERMINATION PROVISIONS SHOULD NOT BE INCLUDED IN THIS ATTACHMENT TO AVOID A POTENTIAL CONFLICT IN WORDING.

A. Termination For Convenience: LANTA may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in LANTA’s best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to LANTA to be paid the Contractor. If the Contractor has any property in its possession belonging to LANTA, the Contractor will account for the same, and dispose of it in a manner LANTA directs.

B. Termination for Cause: If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, LANTA may terminate this contract for cause. Termination shall be effected by serving a notice of termination on the Contractor setting forth the manner in which the Contractor is in default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract.

If it is later determined by LANTA that the Contractor had an excusable reason for not performing, such as strike, fire, flood, acts of terrorism or events which are not the fault of or are beyond the control of the Contractor, LANTA, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience.

C. Opportunity to Cure. LANTA in its sole discretion may, in the case of a termination for cause allow the Contractor a reasonably short period of time in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions.

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If the Contractor fails to remedy to LANTA’s satisfaction the breach or default or any of the terms, covenants or conditions of the Contract during the period given to cure the defect, LANTA shall have the right to terminate the Contract without any further obligation to the Contractor. Any such termination for cause shall not in any way operate to preclude LANTA from also pursuing all available remedies against the Contractor and its sureties for said breach or default.

D. Waiver of Remedies for any Breach. In the event LANTA elects to waive its remedies for any breach by the Contractor of any covenant, term or condition of this Contract, such waiver by LANTA shall not limit LANTA’s remedies for any succeeding breach of that or of any other covenant, term or condition of this Contract.

22. PROTEST AND APPEAL PROCEDURES: LANTA has Protest Procedures that are in compliance with 2 CFR Part 200.318(k) and applicable FTA guidelines. LANTA’s Protest Procedures are described in the solicitation documents provided for this procurement.

8. DEBARRED AND SUSPENDED BIDDERS: The Contractor agrees to comply, and assures the compliance of its subcontractors or a participant at any tier of the Project, with 2 CFR. Part 180, Subpart C, as adopted and supplemented by U.S. DOT regulations at 2 CFR Part 1200. The Contractor, and its applicable sub-contractors, shall not be debarred or suspended except as authorized by U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 CFR Part 1200; U.S. Office of Management and Budget (U.S. OMB) “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” 2 CFR Part 180, including any amendments thereto; and Executive Orders Nos. 12549 and 12689, “Debarment and Suspension,” 31 U.S.D. 6101 note; or other applicable Federal laws, regulations or guidance regarding participation with debarred or suspended third party firms. The Contractor agrees to, and assures that its subcontractors for any lower tier participant will, search the entity records on the System for Award Management (www.sam.gov) before entering into any contractual arrangement in connection with this Project. For any contract and subcontract exceeding $25,000, the contractor and subcontractor shall submit a debarment and suspension certificate or an explanation as to why the signed certification cannot be provided. (See Certificate 6)

The certification is a material representation of fact upon which reliance was placed when the transaction was entered into. If it is later determined that the contractor or subcontractors knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, LANTA may pursue available remedies, including suspension and/or debarment. The contractor or subcontractors shall provide immediate written notice to LANTA if at any time the contractor or subcontractors learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

24. RESOLUTION OF DISPUTES:

A. Disputes - Disputes arising in the performance of this contract which are not resolved by agreement of the parties shall be decided in writing by the Project Manager of LANTA. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the LANTA Executive Director. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the LANTA Executive Director shall be binding upon the Contractor and the Contractor shall abide by the decision.

B. Performance During Dispute - Unless otherwise directed by LANTA, Contractor shall continue performance under this Contract while matters in dispute are being resolved.

C. Claims for Damages - Should either party to the contract suffer injury or damage to person or property because of any act or omission of the party or any of his employees, agents or others for those acts he is legally liable, a claim for damages therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury or damage.

D. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between LANTA and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the Commonwealth of Pennsylvania.

E. Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by LANTA or its representative shall constitute a waiver of any right or duty afforded any of them under the contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.

25. LOBBYING: Section 1352 of Title 31, U.S. Code provides in part that no appropriated funds may be expended by the recipient of a Federal contract, grant, loan, or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, an employee of a Member of Congress or a member or employee of a State legislature in connection with any of the following covered Federal actions: the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. The Contractor and its subcontractors shall certify that no federal appropriated funds have been expended for the lobbying activities described in Section 1352 of Title 31, U.S. Code. The Contractor and its subcontractors shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to the covered Federal actions as described by 31 U.S.C. 1352. For any contract and subcontract exceeding $100,000, the Contractor and subcontractor(s) will submit a Lobbying Certificate. (See Certificate 4).

Contractors and subcontractors who engage in lobbying activities are required to submit Standard Form—LLL (SF-LLL), “Disclosure of Lobbying Activities” in accordance with Section 1352 of Title 31, U.S. Code. SF-LLL to LANTA. LANTA is responsible for keeping the certification of the Contractor, who is in turn responsible for keeping the certification forms of subcontractors. Contractor shall ensure that all of its Subcontractors under this Contract shall certify the same.

26. CLEAN AIR REQUIREMENTS: For all contracts and subcontracts in excess of $150,000, the Contractor and its subcontractors agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. 7401 et seq. The Contractor and its subcontractors agree to report the use of facilities placed or likely to be placed on EPA’s “List of Violating Facilities”, refrain from using violating facilities and report each violation to LANTA and LANTA will, in turn, report each violation as required resulting from any project implementation activity of a contractor or itself to FTA and appropriate U.S. EPA Regional Office as provided in Section 114 of the Clean Air Act, as amended, 42 U.S.C. ¶ 7414, and other applicable provisions of the Clean Air Act, as amended, 42 U.S.C. ¶¶ 7401 et seq..

27. CLEAN WATER REQUIREMENTS: For all contracts and subcontracts in excess of $150,000, the Contractor and its subcontractors agree to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. ¶ 1251 et seq. The Contractor and its subcontractors agree to report the use of facilities placed or likely to be placed on EPA’s “List of Violating Facilities”, refrain from using violating facilities and report each violation to LANTA and LANTA will, in turn, report each violation as required resulting from any project implementation activity of a contractor or itself to FTA and appropriate U.S. EPA Regional Office as provided for in Section 308 of the Federal Water Pollution Control Act, as amended, 33 U.S.C. ¶ 7414, and other applicable provisions of the Clean Air Act, as amended, 42 U.S.C. ¶¶ 7401 et seq.

28. NOTICE OF FEDERAL PARTICIPATION: The Contractor agrees to specify the amount of federal assistance in any subcontract having an aggregate value of $500,000 or more for goods and services, including construction services, and to express the amount of federal assistance as a percentage of the total cost of that subcontract.

THE FOLLOWING PROVISIONS ARE INCLUDED IN THE DESIGNATED FTA-FUNDED PROCUREMENTS AND AT THE APPLICABLE THRESHOLD:

1. DISCRIMINATION ON THE BASIS OF DISABILITY: The Contractor agrees to comply with all applicable requirements of the following federal laws and federal regulations pertaining to discrimination against seniors or individuals with disabilities. The federal laws include: American with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. § 12101 et seq.; Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794; Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a prohibited basis for discrimination; and the Architectural Barriers Act of 1968, as amended, 42 U.S.C. ¶¶4151et seq.

The federal regulations include:

(H) U.S. Federal Communications Commission regulations, "Telecommunications Relay Services and Related Customer Premises Equipment for the Hearing and Speech Disabled," 47 C.F.R. Part 64, Subpart F;

(I) U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36 CFR Part 1194; and

(J) FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 C.F.R. Part 609.

2. CONFORMANCE WITH NATIONAL ITS ARCHITECTURE AND STANDARDS. The Contractor agrees to conform to the National Intelligent Transportation Systems (ITS) Architecture and Standards requirements of 23 U.S.C. § 517(d), as amended by MAP-21, unless an exemption is obtained from those requirements, and to follow FTA Notice, “FTA National ITS Architecture Policy on Transit Projects” 66 Fed. Reg. 1455 et seq., January 8, 2001, and all other applicable Federal guidance.

3. SOLID WASTES: In accordance with the requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 (RCRA), as amended (42 U.S.C. 6962), Executive Order 12873 and the regulatory provisions of 40 CFR Part 247, the Contractor agrees to supply the products designated in Subpart B of 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the product exceeds $10,000.

4. CARGO PREFERENCE: The Contractor and its subcontractors agree: a) to use privately owned United States-Flag Commercial Vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to this contract to the extent such vessels are available at fair and reasonable rates for United States-Flag Commercial Vessels; b) to furnish within twenty (20) working days following the date of loading for shipments originating within the United States or within thirty (30) working days following the date of loading for shipments originating outside the United States, a legible copy of a rated, “on-board” commercial ocean bill-of-lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington DC 20590- and to the LANTA; and c) to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel.

5. LIQUIDATED DAMAGES: Liquidated Damages in the amount of _____ dollars ($_____) per calendar day will be assessed against the responsible Contractor for each day after the scheduled completion date the Project is not completed as specified in the contract documents. The Liquidated Damages shall be assessed because the Contractor’s failure to perform its specified scope of work will result in added costs or a loss of revenue to LANTA. The Contractor shall not be liable if performance failures arise out of causes beyond its control and without the fault or negligence of the Contractor.

NOTE: WHEN A DETERMINATION IS MADE TO INCLUDE LIQUIDATED DAMAGES IN A PROCUREMENT, THE PER CALENDAR DAY AMOUNT IS CALCULATED BASED ON A CONSIDERATION OF THE DAMAGES AND/OR COSTS INCURRED IF THE CONTRACTOR FAILS TO PERFORM ITS SCOPE OF WORK.

6. ASSIGNABILITY CLAUSE. A public agency shall have the option of participating in any award made for the purchase of goods and services (hereinafter including vehicles), as a result of this solicitation at the same prices, terms and conditions. LANTA reserves the right to assign all or any portion of the goods and services awarded under this contract including option quantities. This assignment, should it occur, shall be agreed to by LANTA and the Contractor. Once assigned, the public agency will enter into its own contract and be solely responsible to the Contractor for obligations related to the goods and services assigned. LANTA’s right of assignment will remain in force over the contract term as defined in the contract or until completion of the contract to include options, whichever occurs first. LANTA shall incur no financial responsibility in connection with the contract issued by the public agency. The public agency shall accept sole responsibility for placing orders or making payments to the Contractor.

7. CONTRACT WORK HOURS AND SAFETY STANDARDS. For all non-construction contracts that involve the employment of mechanics and laborers, including watchmen and guards, with a total dollar value of $100,000 or more, the following requirements shall be applicable to the Contractor or to any Subcontractors for the Project, except that the requirements do not apply to a third party contract for the purchase of supplies, materials or articles ordinarily available on the open market. The following requirements are in accordance with the Contract Work Hours and Safety Standards Act (40 U.S.C. Section 3701-3708, as supplemented by the DOL regulations at 29 CFR Part 5:

8. BUY AMERICA: The Contractor agrees to comply with 49 U.S.C. 5323(j), with FTA regulations, “Buy America Requirements,” 49 C.F.R. Part 661, and with implementing guidance FTA may issue, which provide that Federal funds may not be obligated unless all steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11. A Buy America Certificate must be completed and submitted with a bid for any contract exceeding $150,000 for the acquisition of goods or rolling stock and construction contracts. Bids that are not accompanied by a completed Buy America certification will be rejected as nonresponsive. (Certificate 1-B1 is completed for projects including the procurement of steel, iron or manufactured products. Certificate 1-B2 is completed for projects providing for the procurement of buses, other rolling stock and associated equipment).

9. BUILD AMERICA, BUY AMERICA: Construction materials used in the Project are subject to the domestic preference requirement of the Build America, Buy America Act, Pub. L. 117-58, Sections 70911 – 70927 (2021) as implemented by the U.S. Office of Management and Budget, U.S. Department of Transportation and FTA. Construction materials are defined as non-ferrous (non-iron) metals; plastic and polymer-based products (including polyvinylchloride, composite building materials and polymers used in fiber optic cables); glass (including optic glass); lumber; and drywall. Construction materials does not included cement or cementitious materials, aggregates such as stone, sand, or gravel, or aggregate binding agents or additives. Construction materials used are to be produced in the United States. Produced in the United States is defined as the final manufacturing process and the immediately preceding manufacturing stage occur in the United States.

THE FOLLOWING FOUR PARAGRAPHS SHALL BE INCLUDED IN ALL PROCUREMENTS OF ROLLING STOCK.

1. BUS TESTING: The Contractor agrees, to the extent applicable, to comply with the requirements of 49 U.S.C. ¶ 5323(c) and FTA regulations, “Bus Testing,” 49 C.F.R. Part 665, and any revisions thereto. (The Contractor is required under FTA’s regulations to submit a “Certification of Compliance With FTA’s Bus Testing Requirements”. A sample Certification is provided in the “FTA Best Practices Procurement Manual”, Appendix A, Page 9.)

2. PRE-AWARD AND POST DELIVERY AUDIT REQUIREMENTS: The Contractor agrees to comply with the requirement of 49 U.S.C. ¶ 5323(l) and FTA regulations, “Pre-Award and Post-Delivery Audits of Rolling Stock Purchases,” 49 C.F.R. Part 663, and any revisions thereto. The Contractor will submit certifications regarding the Buy America Requirements, Solicitation Specification Requirements and Federal Motor Vehicle Safety Standards. (The Contractor is required under FTA’s regulations to submit Pre-Award and Post-Delivery certifications indicating compliance with these requirements. A sample Certification is provided in the “FTA Best Practices Procurement Manual”, Appendix A, Page 11.)

3. VEHICLE POLLUTION: Contractor will comply with 49 C.F.R. 85 and 49 C.F.R. 86. Contractor shall insure that each vehicle is equipped with an exhaust system which meets Federal government noise level and exhaust emission (smoke and noxious gases) requirements.

4. MOTOR VEHICLE SAFETY STANDARDS: The Contractor shall comply with and certify that its vehicles meet all federal and state motor vehicle safety standards. (The Contractor is required under FTA’s regulations to submit a FMVSS Certification.)

THE FOLLOWING FIVE PARAGRAPHS SHALL BE INCLUDED IN PROCUREMENTS FOR TRANSPORTATION SERVICES.

1. TRANSIT EMPLOYEE PROTECTIONS: The Contractor agrees to implement the project in compliance with the terms and conditions determined by the U.S. Secretary of Labor has determined to be fair and equitable to protect the interests of any employees affected by the project and to meet the requirements of 49 U.S.C. ¶ 5333(b), and U.S. DOL guidelines, 5333(b), Federal Transit Law, 29 C.F.R. Part 215 and any amendments thereto.

2. CHARTER SERVICE OPERATION: The Contractor agrees that it will not perform charter service operations with the contract except as permitted by 49 U.S.C. Section 5323(d) and FTA regulations, “Charter Services,” 49 C.F.R. Part 604 and any amendments thereto that may be issued.

3. SCHOOL BUS OPERATIONS: The Contractor agrees that it will not engage in school transportation operations in connection with the contract for the…