FTA_Third_Party_Clauses-Master_file_13.pdf

MATRIX OF FTA THIRD-PARTY CONTRACT CLAUSES

(This matrix does not apply to micro-purchases,1 except that Davis Bacon requirements apply to all federal construction contracts over

$2,000)

Last revised: November 26, 2025

This Matrix is not meant to be all inclusive. Please review the specific funding source, as well as all clauses for applicability to the type of contract and flow down requirements.

Highlighted column has been added for convenience in identifying which clauses are applicable to the solicitation/contract.

CLAUSE

TYPE OF PROCUREMENT

Professional Services/A&E

Operations/ Management/ Subrecipients

Rolling Stock Purchase

Construction*

(*SeeNoteBelow) Materials &

Supplies

1.

No Federal Government

Obligations to Third

Parties (by use of a

Disclaimer)

All

2.

False Statement or

Claims: Civil and

Criminal Fraud

Notice to FTA and U.S.

DOT Inspector General of

Information Related to

$25,000 or

More. Prime and Subs

$25,000 or

More. Prime and Subs

$25,000 or

More. Prime and Subs

$25,000 or

More. Prime and Subs

$25,000 or

More. Prime and Subs

1 Currently set at $50,000. Revised 2 CFR § 200.320. for self-certifying agencies.

* Per 41 CFR Part 60- 1.3, Construction work means the construction, rehabilitation, alteration, conversion, extension, demolition or repair of buildings, highways, or other changes or improvements to real property, including facilities providing utility services. The term also includes the supervision, inspection, and other onsite functions incidental to the actual construction.

Professional Services/A&E

Operations/ Management/ Subrecipients

Rolling Stock Purchase

Construction*

(*SeeNoteBelow) Materials &

Supplies

Fraud, Waste, and Abuse Etc.

3.

Access to Third Party

Contract Records All All All All All

4.

Changes to Federal

Requirements All All All All All

5.

Equal Employment

Opportunity (Except

Special DOL EEO clauses for construction projects

6.

Incorporation of FTA

Terms All All All All All

7. Energy Conservation All All All All All

8.

Termination (not required of states) >$10,000 >$10,000 >$10,000 >$10,000 >$10,000

9.

Debarment and

Suspension >$25,000 >$25,000 >$25,000 >$25,000 >$25,000

10. Buy America

>$150,000 >$150,000 >$150,000

11.

Resolution of Disputes, Breaches, or Other

Litigation

>$250,000

(see Note)

>$250,000

(see Note)

>$250,000

(see Note)

>$250,000

(see Note)

>$250,000

(see Note)

Professional Services/A&E

Operations/ Management/ Subrecipients

Rolling Stock Purchase

Construction*

(*SeeNoteBelow) Materials &

Supplies

12. Lobbying >$100,000 >$100,000 >$100,000 >$100,000 >$100,000

13. Clean Air >$150,000 >$150,000 >$150,000 >$150,000 >$150,000

14. Clean Water >$150,000 >$150,000 >$150,000 >$150,000 >$150,000

15.

Cargo Preference

Involving property that may be transported by ocean vessel

Involving property that may be transported by ocean vessel

Involving property that may be transported by ocean vessel

16.

Fly America

Involving foreign transport or travel by air

Involving foreign transport or travel by air

Involving foreign transport or travel by air

Involving foreign transport or travel by air

Involving foreign transport or travel by air

17.

Davis Bacon Act and

Copeland Anti-Kickback

Act

>$2,000

(including ferry vessels)

18.

Contract Work Hours &

Safety Standards Act

Contracts

>$100,000

(transportation services excepted.)

>$100,000

>$100,000

(also ferries.)

19. Bonding >$250,000

Professional Services/A&E

Operations/ Management/ Subrecipients

Rolling Stock Purchase

Construction*

(*SeeNoteBelow) Materials &

Supplies

20.

Seismic Safety

A&E for new buildings & additions

New buildings

& additions

21.

Transit Employee

Protective Arrangements

FTA programs involving public transportation operations funded with

5307-5312, and

22.

Charter Service

Operations

All transit operations contracts involving FTA funding under 49

USC 5307,

5309, 5311 or funds

23.

School Bus Operations

All transit operations contracts

24.

Drug Use and Testing/

Alcohol Misuse and

Testing

All transit operations contracts

Professional Services/A&E

Operations/ Management/ Subrecipients

Rolling Stock Purchase

Construction*

(*SeeNoteBelow) Materials &

Supplies

25.

Patent Rights, and Rights in Data and Copyrights

Research & development

26.

Disadvantaged Business

Enterprises (DBEs)

27.

Recycled Products (Solid

Wastes)

Contracts for items designated by EPA, when procuring

$10,000 or more per year

Contracts for items designated by

EPA, when procuring

$10,000 or more per year

Contracts for items designated by

EPA, when procuring

$10,000 or more per

28. ADA Access A&E All All All All

29. Veterans Preference

>$150,000

30. Motor Carrier Safety All All All All All

31.

Seat Belt Use and

Distracted Driving All All All All All

32. Protection of Sensitive and Personally

Professional Services/A&E

Operations/ Management/ Subrecipients

Rolling Stock Purchase

Construction*

(*SeeNoteBelow) Materials &

Supplies

Identifiable Information

33. Trafficking in Persons All All All All All

34.

Tax Liability and Recent

Felony Convictions

35. Construction Site Safety all

36.

Domestic Preferences for

Procurements

37.

Prohibition on Certain

Telecommunications and

Video Surveillance

Services or Equipment

38. Bus Testing All, except minivans

39.

Pre-Award and Post-

Delivery Audit

Requirements

40.

FTA Clauses Required when DBE threshold has been met

If DBE threshold has been met

DBE threshold has been met

DBE threshold has been met

DBE threshold has been met

DBE threshold has been met

41. Conformance with ITS ITS Projects ITS Projects ITS Projects ITS Projects ITS Projects file://///nutfilesky01/Department$/Purchasing/1_Solicitations/Procurement%20Templates/Forms/FTA%20Clauses/FTA%20Third%20Party%20Clauses-Master%20file%20v7.docx

Professional Services/A&E

Operations/ Management/ Subrecipients

Rolling Stock Purchase

Construction*

(*SeeNoteBelow) Materials &

Supplies

National Architecture

42. Other Federal Requirements All All All All All file://///nutfilesky01/Department$/Purchasing/1_Solicitations/Procurement%20Templates/Forms/FTA%20Clauses/FTA%20Third%20Party%20Clauses-Master%20file%20v7.docx

REQUIRED CLAUSES FOR FTA-ASSISTED CONTRACTS

These requirements do not apply to micro-purchases ($10,000 or less), except that

Davis- Bacon and Copeland Anti-Kickback Act requirements apply to contracts over

$2,000 for Construction, including Ferry Vessels.

Applicability data is found on the table above and with each clause below. Please review your specific funding source for additional applicability and requirements. Any updates to these clauses by the FTA not reflected here shall be considered in full force and effect.

1. No Federal Government Obligation to Third Parties.

Authority - FTA Master Agreement (33) at Section 3(l)

Applicability - all contracts

Except as the Federal Government expressly consents in writing, the Authority and Contractor agrees that:

(1) The Federal Government does not and shall not have any commitment or liability related to the Contract, to any Contractor or Subcontractor at any tier, or to any other person or entity that is not a party (FTA or the Authority) to the

Contract; and

(2) Notwithstanding that the Federal Government may have concurred in or approved any Solicitation or Third Party Agreement at any tier that may affect the Contract, the Federal Government does not and shall not have any commitment or liability to any Third Party Participant or other entity or person that is not a party (FTA or the Authority) to the Contract.

Flow Down Requirements - This requirement flows down to all subcontracts at every tier.

2. Program Fraud, Waste, Abuse and False or Fraudulent Statements and Related Acts or Other Legal Matters.

Authority - 49 U.S.C. § 5323(l) (1), 31 U.S.C. §§ 3801-3812, 18 U.S.C. § 1001 and 49 CFR.

Part 31, FTA Master Agreement (33) at Section 39(b).

Applicability - all contracts

The Contractor acknowledges that the provisions of the Program Fraud Civil

Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 CFR. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, theContractor 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.

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. chapter 53, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5323(l) on the Contractor, to the extent the Federal Government deems appropriate.

Notification to FTA. If a current or prospective legal matter that may affect the

Federal Government emerges, the Authority must promptly notify the FTA Chief

Counsel and FTA Regional Counsel for the Region in which the Authority is located. The Authority must include a similar notification requirement in its

Contracts that must require each Contractor to include an equivalent provision in its sub agreements at every tier, for any agreement that is a “covered transaction” according to 2 CFR §§180.220 and 1200.220.

(1) 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 part to litigation or legal disagreement in any forum for any reason.

(2) Matters that may affect the Federal Government include, but are not limited to, the Federal Government’s interests in the Award, the accompanying

Contract, and any Amendments thereto, or the Federal Government’s administration or enforcement of federal laws, regulations, and requirements.

Additional Notice to U.S. DOT Inspector General. The Authority or Contractor must promptly notify the U.S. DOT Inspector General in addition to the FTA

Chief Counsel or Regional Counsel for the Region in which the Project is located, if the Authority or Contractor has knowledge of potential fraud, waste, or abuse occurring on any 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 regardless of whether the project is related to this Contract or another agreement between the Authority and FTA, or an agreement involving a principal, officer, employee, agent, or

Third Party Participant of the Authority. 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 Authority or Contractor. In this paragraph, “promptly” means to refer information without delay and without change. This notification provision applies to all divisions of the Authority, including divisions tasked with law enforcement or investigatory functions.

The Contractor agrees to include the above 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.

Flow Down Requirements - The Program Fraud clause extends to all contractors and their subcontracts at every tier who make, present, or submit covered claims and statements.

3. Access to Records and Reports.

Authority - 49 U.S.C. § 5325(g), 2 CFR. § 200.333 and 49 CFR. part 633, 49 CFR part 630, FTA Master Agreement (33) at Sections 8, 9, 16(s) and 38(b).

Applicability – all contracts

a. Records. The Contractor will retain and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to its Contract, and any Amendments, including but not limited to, data, documents, reports, statistics, subagreements, leases, third party contracts, arrangements, other third party agreements of any type, and supporting materials related to those records. The Contractor agrees that all records it submits to FTA will become federal agency records and may be subject to release in response to a FOIA request unless FTA in its sole discretion determines that a valid exemption under FOIA or other statute applies. Unless FTA explicitly states otherwise in writing, FTA does not make an assurance that it will keep private any records submitted to FTA. In addition, to the extent FTA requires, records include, but are not limited to:

(1) Financial Records. Accurate financial records in its accounts for its Contract and any Amendments thereto, including, but not limited to, records of:

(i) Assets Received that Implement the Contract. The amount of all assets it receives to implement its Contract, and any Amendments thereto including, but not limited to all federal assistance of the value of any property the Federal Government provides that implements its Contract, and any Amendments thereto, and all other funds and the value of any property of services it has received form sources other than the Federal

Governments provided or, accruing to, otherwise received on account of its Contract, and any Amendments thereto.

(ii) Costs Incurred to Implement the Contract. Information about the costs incurred to implement its Contract, and any Amendments thereto, including all costs incurred for the eligible property or services, detailed descriptions of the type of property or services acquired, including, but not limited, to properly executed payrolls, time records, invoices, contracts, vouchers, and other appropriate records, and detailed justifications for those costs.

(iii) Program Income. All program income derived from the use of Project property, except income FTA determines to be exempt from federal program income record requirements.

(2) Other Records Needed for Reports Related to the Award. Sufficient records as needed to prepare adequate reports related to the Contract that it must submit to the Recipient.

(3) Formats. Formats for records must be satisfactory to Recipient and include, but are not limited to, electronic records, including any emails related to the

Contract, records on paper, and records created in other formats.

(4) Availability of Records Related to the Contract. Accessibility for review and separation from other records not related to the Contract to the extent feasible must be maintained. Contractors at each tier will provide:

(1) The U.S. Secretary of Transportation and the Comptroller General of the United States, the state, or their duly authorized representatives, access to all records (at any tier) as required under 49 U.S.C. §5325(g); and

(2) Sufficient access to all contract records (at any tier) as needed for compliance with applicable federal laws, regulations, and requirements or to assure proper management of the Contract as determined by the FTA.

b. Reports. The Contractor agrees to provide to FTA, and others if FTA so directs, all reports related in whole or in part required by applicable federal laws, regulations, requirements, the Contract, or at FTA’s express direction in the number and format as FTA specifies.

c. Data on Assaults on Transit Workers and Bus Impact Fatalities. When applicable, the Contractor agrees to provide to the Recipient who agrees to report when required to the National Transit Database in accordance with FTA regulation 49 CFR Part 630, “National Transit Database,” and applicable FTA instructions:

(1) Any data on assaults on transit workers of the Recipient; and

(2) Any data on fatalities that result from an impact with a bus.

d. National Transit Database. For each fiscal year the Authority receives or provides to any public transportation operation federal assistance appropriated or made available for 49 U.S.C. §5307 (including Passenger Ferry Grant Program) or any provision of 40 U.S.C. §5311 (including the Tribal Transit Program):

(1) Reporting Requirements: The Authority agrees to, and assures that it will require any person that receives benefits directly from its Award

(including the public transportation operators participating in its Award), the accompanying Contract, and any Amendments thereto:

(i) To facilitate compliance with 49 U.S.C. §5335(a), which authorizes the National Transit Database (NTD);

(ii) To conform to the NTD reporting system and the Uniform

System of Accounts and Records;

(iii) To comply with FTA regulations, “Uniform System of

Accounts and Records and Reporting System,” 49 CFR Part 630;

(iv) To report when required to the NTD in accordance with FTA regulations 49 CFR Part 630, “National Transit Database,” and applicable FTA instructions:

(A) Any information relating to a transit asset inventory or condition assessment conducted by the Authority; and

(B) Such other information as FTA may require; and

(v) To comply with another applicable reporting regulations, and requirements, and

(vi) To follow FTA guidance.

(2) Voluntary Compliance. FTA encourages any Authority that is not required to provide information for the NTD, to provide that information voluntarily.

e. Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 CFR. § 200.334 and U.S. DOT Common Rule.

The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) 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 records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto. Records pertaining to its Contract, and any

Amendments thereto must be retained from the day the Contract was signed by the authorized Recipient official through the course of the Contract, and any

Amendments thereto until three years after the Recipient has submitted its last or final expenditure report, and other pending matters are closed.

f. Access to Records. The Contractor agrees to provide sufficient access to the

Recipient, the FTA and its contractors to inspect and audit records and information, including such records and information the Authority or its

Contractor may regard as confidential or proprietary, related to performance of this Contract as reasonably may be required in accordance with 2 CFR § 200.337.

Contractor is notified that the Authority may be subject to the Single Audit Act, set forth in 2 CFR Part 200, Subpart F – Audit Requirements, as amended. The

Contractor further agrees to:

(1) Provide at each tier, sufficient access to inspect and audit records and information, including such records and information, the Contractor or its subcontractors may regard as confidential and proprietary, related to its

Contract, and any Amendments thereto to the Recipient;

(2) Permit the Recipient to inspect all work and materials related to its

Contract, and to audit any information related to its Contract under the control of the Contractor or Recipient within books, records, accounts, or other locations; and

(3) Otherwise comply with 49 U.S.C. §5325(g), and federal access to records requirements as set forth in the application U.S. DOT Common

Rules.

g. Access to the Sites of Performance. The Contractor agrees to permit FTA and its contractor’s access to the sites of performance under this Contract in accordance with 2 CFR § 200.337 and to make site visits as needed in compliance with the U.S. DOT Common Rules, as reasonably may be required.

h. Closeout. Closeout of the Contract does not alter the record retention or access requirements of this section.

4. Changes to Federal Requirements.

Authority – 49 CFR Part 18

Applicability – all contracts

Federal requirements that apply to the Recipient or the Award, the accompanying

Underlying Agreement, and any Amendments thereto may change due to changes in federal law, regulation, other requirements, or guidance, or changes in the Recipient’s

Underlying Agreement including any information incorporated by reference and made part of that Underlying Agreement; and

Applicable changes to those federal requirements will apply to each Third-Party

Agreement and parties thereto at any tier.

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 between the Authority and FTA, Super

Circular 2 CFR Part 200 and FTA Circular 4220.1G as they may be amended or promulgated from time to time during the term of the contract. Contractor's failure to comply shall constitute a material breach of the contract.

5. Civil Rights (Title VI, EEO, ADA).

Authority – Appendix II to Part 200, FTA Master Agreement (33) at Section 12(b)-(d), FTA Best Procurement Practices Manual

The JTA is an Equal Opportunity Employer. As such, the JTA agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the JTA agrees to comply with the requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications.

Under this Agreement, the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof.

1. Nondiscrimination in Federal Public Transportation Programs. In accordance with Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will:

A. Prohibit discrimination based on race, color, religion, national origin, sex (including sexual orientation), disability, or age. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

B. Prohibit the:

(i) Exclusion from participation in employment or a business opportunity for reasons identified in 49 U.S.C. § 5332;

(ii) Denial of program benefits in employment or a business opportunity identified in 49 U.S.C. § 5332; or

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

C. Follow 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.

2. Nondiscrimination – Title VI of the Civil Rights Act. The Contractor will:

A. Prohibit discrimination based on race, color, or nation origin;

B. Comply with:

(i) Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C.

§ 2000d, et seq.;

(ii) 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 CFR

Part 21; including any amendments thereto; and

(iii) Federal transit law, specifically 49 U.S.C. § 5332; and

C. Follow:

(i) 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;

(ii) U.S. DOJ, “Guidelines of the enforcement of Title VI, Civil

Rights Act of 1964,” 28 CFR § 50.3; and

(iii) All other applicable federal guidance that may be issued.

3. Equal Employment Opportunity.

(1) Federal Requirements and Guidance. The Contractor agrees to prohibit discrimination based on race, color, religion, sex, sexual orientation, or national origin, and:

(i) Comply with Title VII of the Civil Rights Act of 1964, as amended, 42

U.S.C. § 2000e, et seq.;

(ii) Comply with Title I of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101, et seq.;

(iii) Comply with federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this Master Agreement;

(iv) FTA Circular 4702.1 “Title VI Requirement and Guidelines for

Federal Transit Administration Recipients,” and FTA Circular 4704.1

“Equal Employment Opportunity (EEO) Requirement and Guidelines for

Federal Transit Administration Recipients,” to the extent consistent with applicable federal laws, regulations, requirement and guidance for Third

Party Participants;” and

(v) U.S. DOJ, “Guidelines for the enforcement of Title VI, Civil Rights

Act of 1964,” 29 C.F.R §50.3; and

(vi) Follow other federal guidance pertaining to EEO laws, regulations, and requirements.

(2) Indian Tribes. The Contractor agrees to recognize that Title VII of the Civil

Rights Act of 1964, as amended, exempts Indian Tribes under the definition of

“Employer.”

The Agency is an Equal Opportunity Employer. As such, the Agency agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the Agency agrees to comply with the requirements of 49 U.S.C. §

5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications. Under this

Contract, the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof.

1. Nondiscrimination. In accordance with Federal transit law at 49 U.S.C. §

5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, sex, disability, or age. In addition, the Contractor agrees to comply with applicable

Federal implementing regulations and other implementing requirements FTA may issue.

2. Race, Color, Religion, National Origin, Sex. In accordance with Title

VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e et seq., and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of

Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance

Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R.

chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in

Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42

U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual orientation and gender identity). Such action shall include, but not be limited to, the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff 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.

3. Age. In accordance with the Age Discrimination in Employment Act, 29 U.S.C.

§§ 621-634, U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 CFR. Part 1625, the

Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S.

Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 CFR. Part

90, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age.

In addition, the Contractor agrees to comply with any implementing requirements

FTA may issue.

4. Disabilities. In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

5. Federal Law and Public Policy Requirements. The Contractor shall ensure that Federal funding is expended in full accordance with the U.S. Constitution, Federal Law, and statutory and public policy requirements: including, but not limited to, those protecting free speech, religious liberty, public welfare, the environment and prohibiting discrimination.

Sanctions for Noncompliance. In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Contract, the Authority shall impose such contract sanctions as it, the FTA, FDOT or the U.S. DOT may determine to be appropriate, including, but not limited to withholding of payments to the Contractor under the Contract until the Contractor complies and/or cancellation, termination or suspension of the Contract, in whole or in part.

Flow Down Requirements - This requirement flows down to all subcontracts at every tier. In all solicitations made by the Contractor and all subcontractors, either by competitive bidding or negotiation for work to be performed under a subcontract, including procurements of materials and leases of equipment, each potential subcontractor or supplier shall be notified in writing by the Contractor of the Contractor's obligations under this Contract and the Regulations relative to nondiscrimination on the basis of race, creed, color, sex, sexual orientation, gender identity, national origin, religion, age, disability, or family status and that these same obligations extend to any subcontractor, supplier or lessor.

6. Incorporation of Federal Transit Administration (FTA) Terms.

Authority – FTA Master Agreement (33) at Section 3(i)(5)-(6)

All contractual provisions required by FTA, as set forth in the most recent version of FTA Circular 4220.1 and the Super Circular 2 CFR Part 200 or as amended by 2 CFR § 1201, 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 State requests, which would cause the State to be in violation of the

FTA terms and conditions.

Federal requirements that apply to the Authority or the Award, the FTA Master

Agreement, and any Amendments thereto may change due to changes in federal law, regulation, other requirement, or guidance, or changes in the FTA Master

Agreement including any information incorporated by reference and made part of that FTA Master Agreement and applicable changes to those federal requirements will apply to each Contract and parties thereto at any tier.

7. Energy Conservation.

Authority - 42 U.S.C. 6321 et seq. and 49 CFR. Part 622, subpart C

Applicability - all contracts

Contractor shall comply with mandatory standards and policies relating to energy efficiency, stated in the state energy conservation plan issued in compliance with the Energy Policy & Conservation Act, as amended, 42 U.S.C. § 6321 et seq., and perform an energy assessment for any building constructed, reconstructed, or modified with federal assistance required under FTA regulations, “Requirements for Energy Assessments,” 49 CFR. Part 622, subpart C.

8. Termination Provisions.

Authority - 2 CFR. § 200.339 and 2 CFR. Part 200, Appendix II (B), FTA Master Agreement

(33) Section 16(d)(2)

Applicability – All contracts

Termination for Convenience (General Provision)

The Agency may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Agency’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 Agency to be paid the

Contractor. If the Contractor has any property in its possession belonging to Agency, the

Contractor will account for the same and dispose of it in the manner Agency directs.

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, the

Agency may terminate this contract for default. Termination shall be affected by serving a

Notice of Termination on the Contractor setting forth the manner in which the Contractor is in default. The Contractor will be paid only 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 the Agency 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, the Agency, 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.

Opportunity to Cure (General Provision)

The Agency, in its sole discretion, may in the case of a termination for breach or default, allow the Contractor [an appropriately brief 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 Agency's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [10 days] after receipt by Contractor of written notice from Agency setting forth the nature of said breach or default, Agency 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 Agency from also pursuing all available remedies against Contractor and its sureties for said breach or default.

Waiver of Remedies for any Breach

In the event that Agency elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this contract, such waiver by Agency shall not limit Agency’s remedies for any succeeding breach of that or of any other covenant, term, or condition of this contract.

Termination for Convenience (Professional or Transit Service Contracts)

The Agency, by written notice, may terminate this contract, in whole or in part, when it is in the Agency’s interest. If this contract is terminated, the Agency shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination.

Termination for Default (Supplies and Service)

If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension, or if the Contractor fails to comply with any other provisions of this contract, the Agency may terminate this contract for default. The Agency shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default.

The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract.

If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Agency.

Termination for Default (Transportation Services)

If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension, or if the Contractor fails to comply with any other provisions of this contract, the Agency may terminate this contract for default. The Agency shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract.

If this contract is terminated while the Contractor has possession of Agency goods, the

Contractor shall, upon direction of the Agency, protect and preserve the goods until surrendered to the Agency or its agent. The Contractor and Agency shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause.

If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Agency.

Termination for Default (Construction)

If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will ensure 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 provision of this contract, Agency may terminate this contract for default. The Agency shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the Agency 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 the Agency 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 Agency in completing the work.

The Contractor's right to proceed shall not be terminated nor shall the Contractor be charged with damages under this clause if:

1. 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 Agency, acts of another contractor in the performance of a contract with Agency, epidemics, quarantine restrictions, strikes, freight embargoes; and

2. The Contractor, within [10] days from the beginning of any delay, notifies Agency in writing of the causes of delay. If, in the judgment of Agency, the delay is excusable, the time for completing the work shall be extended. The judgment of Agency shall be final and conclusive for the parties, but subject to appeal under the Disputes clause(s) of this contract.

3. 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 Agency.

Termination for Convenience or Default (Architect and Engineering)

The Agency may terminate this contract in whole or in part, for the Agency’s convenience or because of the failure of the Contractor to fulfill the contract obligations. The Agency shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Agency ‘s Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. Agency has a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, all such data, drawings, specifications, reports, estimates, summaries, and other information and materials.

If the termination is for the convenience of the Agency, the Agency’s Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services.

If the termination is for failure of the Contractor to fulfill the contract obligations, the Agency may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Agency.

If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Agency.

Termination for Convenience or Default (Cost-Type Contracts)

The Agency may terminate this contract, or any portion of it, by serving a Notice of

Termination on the Contractor. The notice shall state whether the termination is for convenience of Agency or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the Contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the Agency, or property supplied to the Contractor by the Agency. If the termination is for default, the Agency may fix the fee, if the contract provides for a fee, to be paid the Contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the Agency and the parties shall negotiate the termination settlement to be paid the Contractor.

If the termination is for the convenience of Agency, the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination.

If, after serving a Notice of Termination for Default, the Agency determines that the Contractor has an excusable reason for not performing, the Agency, after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a Termination for

Convenience.

Flow Down Requirements – none.

9. Government-Wide Debarment and Suspension.

Authority - 2 CFR. Part 180, 2 CFR. § 180.300, 2 CFR Part 1200, 2 CFR. § 200.213, 2 CFR.

Part 200 Appendix II (I), Executive Order 12549 and Executive Order 12689, FTA Master

Agreement (33) at Section 4(h), FTA Best Procurement Practices Manual

Applicability - All contracts over $25,000

The Contractor shall comply and facilitate compliance 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 (U.S.

OMB) “Guidelines to Agencies on Government-wide Debarment and

Suspension (Nonprocurement),” 2 CFR. 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:

a) Debarred from participation in any federally assisted Award;

b) Suspended from participation in any federally assisted Award;

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

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

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

f) Disqualified from participation in ay federally assisted Award.

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

Proposer agrees to comply with the requirements of 2 CFR. Part 180, subpart

C, as supplemented by 2 CFR. Part 1200, 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.

A covered transaction (see 2 C.F.R. §§ 180.220 and 1200.220) must not be entered into with any party listed on the governmentwide exclusions in the System for Award Management

(SAM), in accordance with the OMB guidelines at 2 C.F.R. 180 that implement Executive

Orders 12549 (31 U.S.C. § 6101note, 51 Fed. Reg. 6370,) and 12689 (31 U.S.C. § 6101 note, 54 Fed. Reg. 34131), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. The

Recipient agrees to include, and require each Third Party Participant to include, a similar provision in each lower tier covered transaction, ensuring that each lower tier Third Party

Participant:

(1) Complies with federal debarment and suspension requirements; and

(2) Reviews the SAM at https://www.sam.gov, if necessary to comply with U.S. DOT regulations, 2 CFR Part 1200.

Flow Down Requirements - Recipients, contractors, and subcontractors who enter into covered transactions with a participant at the next lower level, must require that participant to: (a) comply with subpart C of 2 CFR. Part 180, as supplemented by 2 CFR. Part 1200; and (b) pass the requirement to comply with subpart C of 2 CFR. Part 180 to each person with whom the participant enters into a covered transaction at the next lower tier.

10. Buy America/Build America Requirements.

Authority - 49 U.S.C. 5323(j),(u), 49 CFR. Part 661 (49 CFR. § 661.13(b) and 49 CFR. §

661.6), 2 CFR 184(a), FTA Master Agreement (33) at Sections 3(h), 15 (a)-(b), (e)-(f) and

16(d)(1) and, FTA Best Procurement Practices Manual

Applicability – Construction Contracts and Acquisition of Goods or Rolling Stock valued at more than $150,000. Work orders and small purchases of less than one hundred fifty thousand dollars ($150,000.00) made with capital, operating, or planning funds are waived from Buy

America requirements.

The Contractor agrees to comply with the domestic procurement requirements of

49 U.S.C. 5323(j), and FTA regulations, “Buy America Requirements,” 49 CFR

Part 661, to the extent consistent with 40 U.S.C. § 5323(j), 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 CFR. § 661.7. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 CFR. § 661.11.

The Bidder/Proposer must submit to JTA the appropriate Buy America certification below with its Bid(s) or Proposal(s). Offers that are not accompanied by a completed Buy America certification will be rejected as nonresponsive.

The JTA presumes that any Contractor who submitted such certificate is http://www.sam.gov/ complying with the Buy America provisions. A false certification is a criminal act in violation of 18 U.S.C. § 1001. A Contractor who certifies that it will comply with the applicable Buy America requirement is bound by its original certification (in the case of a sealed bidding procurement) or the certification it submitted with its final offer (in the case of a negotiated procurement) and is not permitted to change its certification after bid opening or submission of its final offer. Where a Contractor certifies that it will comply with Buy America requirements, the Contractor is not eligible for a waiver of those requirements.

The JTA reserves the right to request additional information, and/or to conduct both pre-award and post-award audits to ensure that the Contractor is in compliance with Buy America requirements.

In addition to the aforementioned Buy America Requirements, the Infrastructure

Investment and Jobs Act (“IIJA”), Pub. L. No. 117-58 that includes the Build America, Buy America Act (“the Act”) Pub. L. No. 117-58, Div G, Title IX, §§ 70911-27 (2021), as implemented by the U.S. Office of Management and Budget’s “Buy America

Preferences for Infrastructure Projects,” 2 CFR Part 184. The Authority and Contractor acknowledges that this agreement is neither a waiver of §70914(a) nor a finding under §

70914(b). In accordance with 2 CFR…