25-020 Appendix B Federal Terms and Conditions.pdf

Salem Area Mass Transit District (SAMTD) Contract No. 25-020 Project Management Software

25-020 Appendix B Federal T&C 9.4.25 Page 1 of 17

APPENDIX A

FEDERAL TRANSIT ADMINISTRATION (FTA) CONTRACT CLAUSES

This Contract is funded in part under a financial assistance agreement between Salem Area Mass Transit District and the U.S. Department of Transportation, Federal Transit Administration (FTA). This Contract is subject to all provisions prescribed for third party contracts by that financial assistance agreement, including, but not necessarily limited to, the provisions below.

Unless otherwise specified, all terms of this Section shall be included all supplier and subcontractor agreements.

Except as FTA determines otherwise in writing Contractor must comply with all applicable federal laws, regulations, and requirements, and should follow applicable federal guidance. FTA may take enforcement action if Contractor violates an applicable federal law, regulation, or requirement, or does not follow applicable federal guidance.

The following terms are non-negotiable without prior written approval for the US Department of Transportation.

1. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS

Applicable to: All contracts.

Applies to: Contractors and Subcontractors

The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference. 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 refuse to comply with any SAMTD requests which would cause SAMTD to be in violation of the FTA terms and conditions.

The Contractor agrees to include a substantially similar provision in its contracts with subcontractors.

2. CHANGES TO FEDERAL REQUIREMENTS

Applies to: Contractors and subcontractors.

Contractor shall at all times comply with all applicable FTA regulations, policies, procedures, and directives, including without limitation those listed directly or by reference in the Master Agreement (FTA MA (31) dated May 2, 2024) between SAMTD and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor’s failure to so comply shall constitute a material breach of this contract. The Contractor agrees to include a substantially similar provision in its contracts with subcontractors.

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3. CIVIL RIGHTS REQUIREMENTS

Applies to: Contractors and subcontractors.

The Contractor agrees to the following, and also agrees to include these provisions in its contracts with subcontractors:

Civil Rights Requirements. The Contractor agrees that it must comply with applicable federal civil rights laws, regulations, requirements, and guidance, and follow applicable federal guidance, except as the Federal Government determines otherwise in writing. Therefore, unless a Recipient or a federal program, including the Tribal Transit Program or the Indian Tribe Recipient, is specifically exempted from a civil rights statute, FTA requires compliance with that civil rights statute, including compliance with equity in service.

Nondiscrimination in Federal Public Transportation Programs. The Contractor agrees that it will:

1. Prohibit discrimination based on the basis of race, color, religion, national origin, sex, sexual orientation, gender identity, disability, or age.

2. Prohibit the:

a. Exclusion from participation in employment or a business opportunity for reasons identified in 49 U.S.C. § 5332,

b. Denial of program benefits in employment or a business opportunity identified in 49 U.S.C. § 5332, or

c. Discrimination, including discrimination in employment or a business opportunity identified in 49 U.S.C. § 5332.

3. Follow:

a. The most recent edition of FTA Circular 4702.1, “Title VI Requirements and Guidelines for Federal Transit Administration Recipients,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance, and other applicable federal guidance that may be issued, but

b. FTA does not require an Indian Tribe to comply with FTA program-specific guidelines for Title VI when administering its Underlying Agreement supported with federal assistance under the Tribal Transit Program.

Nondiscrimination – Title VI of the Civil Rights Act. The Contractor agrees that it will:

1. Prohibit discrimination based on the basis of race, color, religion, national origin, sex, sexual orientation, gender identity, disability, or age,

2. Comply with:

a. Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d et seq.,

b. U.S. DOT regulations, “Nondiscrimination in Federally-Assisted Programs of the

Department of Transportation – Effectuation of Title VI of the Civil Rights Act of 1964,” 49 C.F.R. part 21, and

c. Federal transit law, specifically 49 U.S.C. § 5332, and

3. Follow:

a. The most recent edition of FTA Circular 4702.1, “Title VI Requirements and Guidelines for Federal Transit Administration Recipients,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance, 25-020 Appendix B Federal T&C 9.4.25 Page 3 of 17

b. U.S. DOJ, “Guidelines for the enforcement of Title VI, Civil Rights Act of 1964,” 28 C.F.R. § 50.3, and

c. All other applicable federal guidance that may be issued.

Equal Employment Opportunity.

1. Federal Requirements and Guidance. The Contractor agrees that it will prohibit discrimination on the basis of race, color, religion, sex, sexual orientation, gender identity, or national origin, and:

a. Comply with Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq.,

b. Facilitate compliance with Executive Order No. 11246, “Equal Employment Opportunity”

September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it in part and is applicable to federal assistance programs,

c. Comply with federal transit law, specifically 49 U.S.C. § 5332

d. FTA Circular 4704.1, “Equal Employment Opportunity Program Guidelines for Grant

Recipients,” July 26, 1988, and

e. Follow other federal guidance pertaining to Equal Employment Opportunity laws, regulations, and requirements, and prohibitions against discrimination on the basis of disability,

2. Specifics. The Contractor Agrees that it will:

a. Prohibited Discrimination. As provided by Executive Order No. 11246, as amended by any later Executive Order that amends or supersedes it, and as specified by U.S.

Department of Labor regulations, ensure that applicants for employment are employed and employees are treated during employment without discrimination on the basis of their race, color, religion, national origin, disability, age, sexual orientation, gender identity, or status as a parent,

b. Affirmative Action. Take affirmative action that includes, but is not limited to:

i. Recruitment advertising, recruitment, and employment,

ii. Rates of pay and other forms of compensation,

iii. Selection for training, including apprenticeship, and upgrading, and

iv. Transfers, demotions, layoffs, and terminations, but

c. Indian Tribe. Recognize that Title VII of the Civil Rights Act of 1964, as amended, exempts Indian Tribes under the definition of “Employer,” and

4. DISADVANTAGE BUSINESS ENTERPRISE

49 C.F.R. Part 26

Section 1101(b) of the FAST Act Applicable to: All contracts.

Applies to: Contractors and subcontractors

This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for DBE participation is 10%. SAMTD’s overall goal for DBE participation is 2.49%. A separate contract goal has not been established for this procurement.

A DBE must be certified by the Certification Office for Business Inclusion and Diversity.

25-020 Appendix B Federal T&C 9.4.25 Page 4 of 17 https://oregon4biz.diversitysoftware.com/. DBE firms shall have equal opportunity to compete for and perform as prime contractors, suppliers, or as subcontractors through another awarded contractor.

A. DBE and Small Business Enterprise (SBE) outreach and use is required for this contract.

Proposers are required to make good faith efforts in recruiting DBE’s and SBE’s in the preparation of their bids Examples of good faith efforts to be demonstrated and documented by the prime contractor include the following:

1. Attendance at any pre-solicitation or pre-bid meetings that were scheduled by

SAMTD to inform DBEs of contracting and subcontracting opportunities

2. Advertisement in general circulation, trade association and minority-focused media concerning the sub-contracting opportunities

3. Provision of written notice to a reasonable number of specific DBEs that their interest in the contract was being solicited, in sufficient time to allow the DBE to participate effectively (and documenting the contact)

4. Follow-up of initial solicitations of interest by contacting DBEs to determine with certainty whether the DBEs were interested

5. Provision to interested DBEs of adequate information about the plans, specifications and requirements of the contract (and maintaining record of such contract)

6. Negotiation in good faith with interested DBEs not rejecting DBEs as unqualified without sound reasons based on a thorough investigation of their capabilities (and be able to document any “unqualified”)

7. Soliciting the aid of available minority community organizations; minority contractors’ groups, local, state and federal minority business assistance officers; and other organizations that provide assistance in the recruitment and placement of DBEs (and be able to furnish records of such solicitation)

8. Efforts to select portions of the work proposed to be performed to increase the likelihood of DBE Participation

9. Efforts to negotiate for specific sub Proposals, including at a minimum:

a. The name, address, or telephone number of each DBE contacted;

b. A description of the information provided regarding the plans and specifications for the portions of the work to be performed;

c. A statement of why additional agreements were not reached;

d. Reasons for rejecting as unqualified any DBE contacted

10. Use of the Oregon Department of Consumer & Business Services Certified DBE Directory

11. Efforts to provide assistance in obtaining any necessary bonding or insurance;

12. Efforts to use the service of banks owned and controlled by minorities or women;

13. Efforts to assist the DBE in purchasing materials and supplies; and

14. Any other affirmative action efforts

Contractor Requirements A. Reporting Requirements: The Contractor will be required to report its DBE participation obtained through race-neutral means throughout the period of contract performance. This report will include, the business name and address, amount of the sub-contract, amount and date of payments.

Proposers are required to document all good faith efforts at utilizing DBE’s and SBE’s

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(Outreach & Participation Schedule). Good faith efforts will be maintained and available upon request. A separate DBE Unavailability Certification is required for each DBE contractor contacted but unable to participate in the project.

Proposers will submit, with their proposal, a Determination of Good Faith Effort. Failure to include the determination will be cause for proposal rejection.

A Statement of Intent is required from all DBE’s that will be subcontracted work on this contract The successful contractor will be required to submit a Prompt Payment Certification (provided to awarded contractor) and supporting documentation with each Progress Payment. Cherriots DBELO reserves the right to interview subcontractors to verify the information submitted on the Certification.

B. Prompt Payment: The prime contractor agrees to pay each subcontractor, if applicable, under this prime contract for the satisfactory performance of its contract no later than ten (10) days from the receipt of each payment the prime contractor receives from SAMTD. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of WTA. This clause applies to both DBE and non- DBE subcontractors. With each Request for Payment, Contractor will submit A Prompt Payment Certification as a condition of payment.

C. Retainage: The prime contractor agrees to return retainage payments to each subcontractor within sixty (60) days after the subcontractor’s work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of SAMTD. This clause applies to both DBE and non-DBE subcontracts.

D. Monitoring and Enforcement: The prime contractor shall notify SAMTD’S DBELO in writing of any delay or postponement of payment beyond thirty (30) days and such written notification shall set forth, with appropriate documentation, the full details of the reasons upon which the prime contractor is basing its actions. SAMTD shall not be obligated to make a progress payment or final payment to a prime contractor who has failed to make payments promptly to its subcontractors, and for which WTA has made payment, without good cause. The remedies SAMTD has available to enforce the DBE requirements contained in its contracts include, but are not limited to, the following:

1. Breach of contract action pursuant to the terms of the contract. The intent of proceeding will be to initiate corrective action on the part of the contractor. If the corrective action is not implemented, the contractor will be terminated in accordance with the terms of the contract.

2. Inform the Oregon Department of Transportation and FTA of any false, fraudulent, or dishonest conduct regard the DBE Program. Beyond the power of SAMTD within the contract terms, the Federal government has available the following mechanisms that apply to firms participating in the DBE program:

a. Suspension or debarment proceedings pursuant to 49 CFR Part 26.

b. Enforcement action pursuant to 49 CFR Part 31.

The Contractor will promptly notify SAMTD’S DBELO whenever a subcontractor performing work related to this contract is terminated or fails to complete its work. The contractor must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that

25-020 Appendix B Federal T&C 9.4.25 Page 6 of 17 work through its own forces or those of an affiliate without prior written consent of SAMTD.

5. NO GOVERNMENT OBLIGATION TO THIRD PARTIES

Applies to: All parties to the contract to which the Federal Government does not have contractual liability, absent specific written consent.

1. SAMTD 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 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 the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.

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

6. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED

ACTS

Applies to: Contractors and subcontractors.

1. The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801–3812 and U.S. DOT regulations “Program Fraud Civil Remedies,” 49 C.F.R. part 31, apply to its actions pertaining to this contract. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate.

2. 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 under the authority of 49 U.S.C.§ 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 on the Contractor, to the extent the Federal Government deems appropriate.

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3. 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.

7. ACCESS TO RECORDS AND REPORTS

The following access to records requirements apply to this Contract:

1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee/subrecipient of SAMTD in accordance with 49 C.F.R. § 18.36(i), the Contractor agrees to provide SAMTD, the FTA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. § 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. § 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. §§ 5307, 5309, or 5311.

2. When applicable, SAMTD or a subgrantee/subrecipient of the SAMTD in accordance with 49

U.S.C. § 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. § 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to SAMTD, the Secretary of Transportation, and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. (If applicable).

3. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

4. The Contractor agrees to maintain all books, records, accounts, and reports required under this contract for a period of not less than seven years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until SAMTD, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives have disposed of all such litigation, appeals, claims, or exceptions related thereto. Reference 49 C.F.R. § 18.39(i)(11).

5. The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C.

§ 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract.

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8. ENERGY CONSERVATION REQUIREMENTS

Applicable to: All contracts

Applies to: Contractors and subcontractors.

The Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. The Contractor also agrees to include a substantially similar provision in its contracts with subcontractors.

9. SAFE OPERATION OF MOTOR VEHICLES

Applicable to: All contracts

A. Seat Belt Use

The Contractor is encouraged to 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. The terms “company-owned” and “company-leased” refer to vehicles owned or leased either by the Contractor or SAMTD.

B. Distracted Driving

Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by Contractor, and driving a vehicle the driver owns or rents, a vehicle SAMTD owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the project, or when performing any work for or on behalf of the project;

CONTRACTOR agrees to conduct workplace safety initiatives in a manner commensurate with its size, such as establishing new rules and programs to prohibit text messaging while driving, re-evaluating the existing programs to prohibit text messaging while driving, and providing education, awareness, and other outreach to employees about the safety risks associated with texting while driving.

10. EMPLOYEE PROTECTIVE AGREEMENTS

Applicable to: All contracts as applicable.

Applies to: Contractors and subcontractors

A. Non-Construction Service or Labor Contracts

Contractor will comply with all federal laws, regulations, and requirements providing wage and hour protections for nonconstruction employees, including Section 102 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. § 3702, and other relevant parts of that Act, 40 U.S.C. § 3701, et seq., and U.S. DOL regulations, “Labor Standards Provisions

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Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act),” 29 CFR Part 5.

Contractor will comply with the Fair Labor Standards Act (FLSA), 29 U.S.C. § 201, et seq. to the extent that the FLSA applies to employees performing work with federal assistance provided through the Underlying Agreement involving commerce, and as the Federal Government otherwise determines applicable.

11. ENVIRONMENTAL REQUIREMENTS

Applicable to: All contracts and subcontracts.

a. General. The Contractor agrees to comply with all applicable environmental and resource use laws, regulations, requirements, and guidance, now in effect or that may become effective in the future, including state and local laws, ordinances, regulations, requirements and guidance. The Contractor also agrees to include substantially similar provisions in its contracts with subcontractors.

b. National Environmental Policy Act. An Award of federal assistance requires the full compliance with applicable environmental laws, regulations, requirements, and guidance.

Accordingly, the Contractor will:

(1) Comply and facilitate compliance with federal laws, regulations, and requirements, including, but not limited to:

(a) Federal transit laws, such as 49 U.S.C. § 5323(c)(2), and 23 U.S.C. § 139,

(b) The National Environmental Policy Act of 1969 (NEPA), as amended, 42

U.S.C. §§ 4321 et seq., as limited by 42 U.S.C. § 5159, and CEQ’s implementing regulations 40 C.F.R. part 1500-1508,

(c) Joint FHWA and FTA regulations, “Environmental Impact and Related Procedures,” 23 C.F.R. part 771 and 49 C.F.R. part 622,

(d) Executive Order No. 11514, as amended, “Protection and Enhancement of Environmental Quality,” March 5, 1970, 42 U.S.C. § 4321 note, and

(e) Other federal environmental protection laws, regulations, and requirements applicable to the Recipient or the Award, the accompanying Underlying Agreement, and any Amendments thereto.

(2) Follow the federal guidance identified herein to the extent that the guidance is consistent with applicable authorizing legislation:

(a) Joint FHWA and FTA final guidance, “Interim Guidance on MAP-21 Section 1319 Accelerated Decision making in Environmental Reviews,” January 14, 2013,

(b) Joint FHWA and FTA final guidance, “SAFETEA-LU Environmental Review Process (Pub. L. 109-59),” 71 Fed. Reg. 66576, November 15, 2006, and

(c) Other federal environmental guidance applicable to the Recipient or the Award, the accompanying Underlying Agreement, and any Amendments thereto.

c. Environmental Justice. The Contractor agrees to promote environmental justice by following:

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(1) Executive Order No. 12898, “Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations,” February 11, 1994, 42 U.S.C.

§ 4321 note, as well as facilitating compliance with that Executive Order,

(2) U.S. DOT Order 5610.2, “Department of Transportation Actions to Address Environmental Justice in Minority Populations and Low-Income Populations,” 62 Fed. Reg. 18377, April 15, 1997, and

(3) The most recent edition of FTA Circular 4703.1, “Environmental Justice Policy Guidance for Federal Transit Administration Recipients,” August 15, 2012, to the extent consistent with applicable federal laws, regulations, requirements, and guidance.

d. Other Environmental Federal Laws. The Contractor agrees to comply with all applicable federal laws, regulations, executive orders, and guidance, including, but not limited to, the Clean Air Act, Clean Water Act, Wild and Scenic Rivers Act of 1968, Coastal Zone Management Act of 1972, the Endangered Species Act of 1973, Magnuson Stevens Fishery Conservation and Management Act, Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act, and Executive Order Nos. 11988 and 13690 relating to “Floodplain Management.”

e. Use of Certain Public Lands. The Contractor with U.S. DOT laws, specifically 49 U.S.C. §

303 (often referred to as “section 4(f)), and joint FHWA and FTA regulations, “Parks, Recreation Areas, Wildlife and Waterfowl Refuges, and Historic Sites,” 23 C.F.R. part 774, and referenced in 49 C.F.R. part 622.

f. Historic Preservation. The Contractor agrees to:

(1) Comply with U.S. DOT laws, including 49 U.S.C. § 303 (often referred to as “section 4(f)”), which requires certain findings be made before an Award involving the use of any land from a historic site that is on or eligible for inclusion on the National Register of Historic Places may be undertaken.

(2) Encourage compliance with the federal historic and archaeological preservation requirements of section 106 of the National Historic Preservation Act, as amended, 54 U.S.C. § 306108.

(3) Comply with the Archeological and Historic Preservation Act of 1974, as amended, 54 U.S.C. § 312501 et seq.

(4) Comply with U.S. Advisory Council on Historic Preservation regulations, “Protection of Historic Properties,” 36 C.F.R. part 800.

(5) Comply with federal requirements and follow federal guidance to avoid or mitigate adverse effects on historic properties.

g. Indian Sacred Sites. The Contractor agrees to facilitate compliance with federal efforts to promote the preservation of places and objects of religious importance to American Indians, Eskimos, Aleuts, and Native Hawaiians, and facilitate compliance with the American Indian Religious Freedom Act, 42 U.S.C. § 1996, and Executive Order No.

13007, “Indian Sacred Sites,” May 24, 1996, 42 U.S.C. § 3161 note.

h. Mitigation of Adverse Environmental Effects.

(1) The Contractor agrees that it will comply with all environmental mitigation measures that may be identified as conditions that the Federal Government might impose in finding of no significant impact or record of decision or commitments in the environmental documents that apply to the Award, such as environmental

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(2) The Contractor agrees that:

(a) Any mitigation measures agreed on will be incorporated by reference and made part of the Underlying Agreement and any Amendments thereto,

(b) Any deferred mitigation measures will be incorporated by reference and made part of the Underlying Agreement and any Amendments thereto as soon as agreement with the Federal Government is reached, and

(c) Any mitigation measures agreed on will not be modified or withdrawn without the written approval of the Federal Government.

i. Clean Air & Water Pollution Control Act

The Contractor agrees:

(1) It will not use any violating facilities;

(2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA

“List of Violating Facilities;”

(3) It will report violations of use of prohibited facilities to FTA; and

(4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387).

The Contractor agrees to include substantially similar provisions in its contracts with subcontractors.

12. AMERICANS WITH DISABILITIES ACT (ADA)

Applies to: Contractors and subcontractors.

The Contractor agrees to comply with all applicable requirements of the Americans 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; 49 C.F.R. part 27; and any implementing requirements FTA may issue. These regulations provide that no handicapped individual, solely by reason of his or her handicap, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity included in or resulting from this Agreement.

In accordance with Section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112 and Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Contractor agrees that it will comply with the requirements of U.S. Department of Transportation regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49 C.F.R. part 37;

and U.S. Department of Transportation regulations, “Americans with Disabilities Accessibility Specifications for Transportation Vehicles,” 36 C.F.R. part 1192 and 49 C.F.R. part 38, pertaining to facilities and equipment to be used in public transportation. In addition, the Contractor agrees to comply with the requirements of 49 U.S.C. § 5301 (b)(6), which expresses the Federal policy that the elderly and persons with disabilities have the same right as other persons to use mass transportation services and facilities, and that special efforts shall be made

25-020 Appendix B Federal T&C 9.4.25 Page 13 of 17 in planning and designing those services and facilities to implement transportation accessibility rights for elderly persons and persons with disabilities. Contractor also agrees to comply with any implementing requirements FTA may issue.

In addition to the above, the Contractor agrees to comply with the following federal prohibitions against discrimination on the basis of disability:

1. Federal laws, including:

a. The Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities,

b. Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a prohibited basis for discrimination, and

c. Other applicable federal laws, regulations and requirements pertaining to access for seniors or individuals with disabilities.

2. Federal regulations, including:

a. U.S. DOT regulations, “Transportation for Individuals with Disabilities: Passenger

Vessels,” 49 C.F.R. part 39,

b. U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability in State and

Local Government Services,” 28 C.F.R. part 35,

c. U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability by Public

Accommodations and in Commercial Facilities,” 28 C.F.R. part 36,

d. U.S. EEOC, “Regulations to Implement the Equal Employment Provisions of the

Americans with Disabilities Act,” 29 C.F.R. part 1630,

e. U.S. Federal Communications Commission regulations, “Telecommunications

Relay Services and Related Customer Premises Equipment for Persons with Disabilities,” 47 C.F.R. part 64, subpart F,

f. U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36 C.F.R. part 1194, and

g. FTA regulations, “Transportation for Elderly and Handicapped Persons,” 49 C.F.R. part 609, and

h. Other applicable federal civil rights and nondiscrimination guidance.

Contractor understands that it is required to include this article in all subcontracts. 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 Authority deems appropriate.

13. NOTIFICATION OF LEGAL MATTERS

Applies to: Contractors and subcontractors.

Contractor agrees to notify SAMTD immediately if it becomes involved in a current or prospective legal matter that may affect the Federal Government, which includes, but is 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. The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or where the Federal

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Government may be named as a party to litigation or a legal disagreement in any forum for any reason.

Contractor will immediately notify SAMTD if it has knowledge of potential fraud, waste, or abuse occurring in relation to this Contract. 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. 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 Recipient.

SAMTD reserves the right to seek all remedies available to it under law, including to procure substitute services or products elsewhere and recover its damages, attorneys’ fees and costs from Contractor.

14. TRAFFICKING IN PERSONS

Applies to: Contractors and subcontractors.

Contractor agrees that it and its employees that participate in SAMTD’s Contract Award, may not:

1. Engage in severe forms of trafficking in persons during the contract period including all extensions or while SAMTD’s Federal Award is in effect,

2. Procure a commercial sex act during the contract period including all extensions or while SAMTD’s Federal Award is in effect, or

3. Use forced labor in the performance of SAMTD’s contract or any sub agreements thereunder.

15. TERMINATION

Applicable to: All contracts in excess of $10,000.

Applies to: All contractors and subcontractors.

The Contractor acknowledges and agrees to the following, and agrees to include a substantially similar provision in its contracts with subcontractors:

1. Termination for Convenience (General Provision): SAMTD may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government'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 SAMTD to be paid the Contractor. If the Contractor has any property in its possession belonging to SAMTD, the Contractor will account for the same, and dispose of it in the manner SAMTD directs.

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2. Termination for Default [Breach or Cause] (General Provision): 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, SAMTD may terminate this contract for default. 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 SAMTD that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, SAMTD, 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.

3. Opportunity to Cure (General Provision): SAMTD in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately 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

If Contractor fails to remedy to SAMTD's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from SAMTD setting forth the nature of said breach or default, SAMTD shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude SAMTD from also pursuing all available remedies against Contractor and its sureties for said breach or default.

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

5. Termination for Default (Construction): If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, SAMTD may terminate this contract for default. SAMTD shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, SAMTD may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to SAMTD resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the Recipient in completing the work.

The Contractor's right to proceed shall not be terminated nor the Contractor charged with

25-020 Appendix B Federal T&C 9.4.25 Page 16 of 17 damages under this clause if-

a. the delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and

b. the contractor, within [10] days from the beginning of any delay, notifies SAMTD in writing of the causes of delay. If in the judgment of SAMTD, the delay is excusable, the time for completing the work shall be extended. The judgment of SAMTD shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses.

If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Recipient.

16. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION

Applicable to: All contracts and subcontracts in excess of $25,000.

The Contractor shall comply and facilitate compliance with U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” 2 C.F.R. part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be:

1) Debarred from participation in any federally assisted Award;

2) Suspended from participation in any federally assisted Award;

3) Proposed for debarment from participation in any federally assisted Award;

4) Declared ineligible to participate in any federally assisted Award;

5) Voluntarily excluded from participation in any federally assisted Award; or

6) Disqualified from participation in ay federally assisted Award.

It will include similar provisions in its contracts with Subcontractors and include Subcontractors to include similar provisions in their contracts with lower-tier Subcontractors; and

By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:

The certification in this clause is a material representation of fact relied upon by SAMTD.

If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available SAMTD, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The

25-020 Appendix B Federal T&C 9.4.25 Page 17 of 17 bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

THE FOLLOWING FEDERAL TERMS AND CONDITIONS ARE RESERVED FOR

CONTRACT EXCEEDING $100,000

BYRD ANTI-LOBBYING

DAVIS BACON & FEDERAL PREVAILING WAGE

CONTRACT WORK HOURS & SAFETY STANDARDS

BREACHES & DISPUTE RESOLUTION

RECOVERED MATERIALS & SOLID WASTE

FLY AMERICA REQUIREMENTS

CARGO PREFERENCE REQUIREMENTS

PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE

SERVICES OR EQUIPMENT