FTA_Third_Party_Clauses-Master_file_v8_-_Professional_Services.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: August 1, 2024

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* (*See Note Below)

Materials & Supplies

1.

No Federal Government Obligations to Third Parties (by use of a Disclaimer)

All All All All All

2.

False Statement or Claims: Civil and Criminal Fraud

All All All All All

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 as of October 1, 2024 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.

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CLAUSE

TYPE OF PROCUREMENT

Professional Services/A&E

Operations/ Management/ Subrecipients

Rolling Stock Purchase

Construction* (*See Note Below)

Materials & Supplies

Fraud, Waste, 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

All All All All All

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)

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Professional Services/A&E

Operations/ Management/ Subrecipients

Rolling Stock Purchase

Construction* (*See Note Below)

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 >$250,000

(transportation services excepted.)

>$250,000 >$250,000 (also ferries.)

19. Bonding >$250,000

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Professional Services/A&E

Operations/ Management/ Subrecipients

Rolling Stock Purchase

Construction* (*See Note Below)

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* (*See Note Below)

Materials & Supplies

25. Patent Rights, and Rights in Data and Copyrights

Research & development

26. Special DOL EEO clause for construction projects >$10,000

27. Disadvantaged Business Enterprises (DBEs) All All All All All

28. 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

29. ADA Access A&E All All All All

30. Veterans Preference >$150,000

31. Motor Carrier Safety All All All All All

32. Seat Belt Use and Distracted Driving All All All All All

33. Protection of Sensitive and Personally

All All All All All

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Professional Services/A&E

Operations/ Management/ Subrecipients

Rolling Stock Purchase

Construction* (*See Note Below)

Materials & Supplies

Identifiable Information

34. Trafficking in Persons All All All All All

35. Tax Liability and Recent Felony Convictions All All All All All

36. Construction Site Safety all

37. Domestic Preferences for Procurements All All All All All

38.

Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment

All All All All All

39. Bus Testing All, except minivans

40.

Pre-Award and Post- Delivery Audit Requirements

All

41.

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

42. 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 SAMudick Highlight

SAMudick Highlight

SAMudick Highlight

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Professional Services/A&E

Operations/ Management/ Subrecipients

Rolling Stock Purchase

Construction* (*See Note Below)

Materials & Supplies

National Architecture 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 ($50,000 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 (31) 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 and False or Fraudulent Statements and Related Acts.

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 (31) 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, 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.

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 (31) 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. § 200.333 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. 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 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.

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

4. Federal Changes.

Authority – 49 CFR Part 18

Applicability – all contracts 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 4220.1F 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.

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

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

Authority – Appendix II to Part 200, FTA Master Agreement (31) at Section 12(b)-(d) and Section 16 (d)(3), FTA Best Procurement Practices Manual

Applicability - all contracts 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 and gender identify), 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; 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, gender identity, 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) 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;

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

(v) FTA Circular 4704.1 “Equal Employment Opportunity (EEO) Requirements and Guidelines for Federal Transit Administration Recipients;” and

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

(2) Specifics. The Contractor agrees to:

(i) Affirmative Action. If required to do so by U.S. DOT regulations (49 CFR Part 21) or U.S. Department of Labor regulations (41 CFR. chapter 60), take affirmative action that includes, but is not limited to:

(A) Recruitment advertising, recruitment, and employment;

(B) Rates of pay and other forms of compensation;

(C) Selection for training, including apprenticeship, and upgrading;

and

(D) Transfers, demotions, layoffs, and terminations; but (ii) Indian

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

(3) Equal Employment Opportunity Requirements for Construction Activities.

Comply, when undertaking “construction” as recognized by the U.S. Department of Labor (U.S. DOL), with:

(i) U.S. DOL regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41 CFR.

chapter 60; and

(ii) Executive Order No. 11246, “Equal Employment Opportunity,”

September 24, 1965, 42 U.S.C. § 2000e note (30 Fed. Reg. 12319, 12935, 3 CFR 1964-1965 Comp.,p.339), as amended by Executive Order NO. 11375, “Amending Executive Order No. 11246 Relating to Equal Employment Opportunity,” (32 Fed.Reg.14,303) and implementing regulations at 41 CFR Chapter 60, “Office of Federal Contract Compliance Programs, Equal employment Opportunity, Department of Labor.”

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.

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 (31) at Section 3(i)(5)-(6)

Applicability - all contracts All contractual provisions required by FTA, as set forth in FTA Circular 4220.1F and the Super Circular 2 CFR Part 200, 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.

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

8. Termination Provisions.

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

(31) Section 16(d)(2)

Applicability – all contracts

For all contracts in excess of $10,000, termination provisions are referenced in Section IV. Term of Contract and Termination of the Contract under Section IV of this solicitation package. These termination provisions address termination for cause and for convenience by the non-federal entity and includes the manner by which it will be effected and the basis for settlement.

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

(31) 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 Bidder 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 Bidder 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 Bidder 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 Bidder further agrees to include a provision requiring such compliance in its lower tier covered transactions.

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 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 (31) 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 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 §184.2(a), the Authority shall apply the standards of 49 CFR 661 to iron, steel, and manufactured projects. The Act, requires the following Buy America Act preference:

1. All iron and steel used in the project are produced in the United States. This means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.

2. All manufacturer products used in the project are produced in the United States. This means the manufactured product was manufactured in the United States, and the cost of the components of the manufacturer product that are mined, produced or manufactured in the United States is greater than 55 percent (55%) of the total cost of all components of the manufactured product, unless another standard for determining the minimum amount of domestic content of the manufactured product has been established in applicable law or regulation.

3. All construction materials are manufactured in the United States. This means that all manufacturing processes for the construction material occurred in the United States (IIJA §70912(2) and (6)(B)(ii)).

The Buy America preference only applies to articles, materials, and supplies that are consumed in, incorporated into, or affixed to an infrastructure project. As such, it does not apply to tools, equipment, and supplies, such as temporary scaffolding, brought to the construction site and removed at or before the completion of the infrastructure project. Nor does a Buy America preference apply to equipment and furnishings, such as movable chairs, desks, and portable computer equipment that are used at or within the finished infrastructure project but are not an integral part of the structure or permanently affixed to the infrastructure project.

Definitions

“Construction materials” include an article, material, or supply – other than an item of primarily iron or steel; a manufactured product; cement and cementitious materials;

aggregates such as stone, sand, or gravel; or aggregate binding agents or additives – that is or consists primarily of:

• Non-ferrous metals;

• Plastic and polymer-based products (including polyvinylchloride, composite building materials and polymers used in fiber optic cables);

• Glass (including optic glass);

• Lumber; or

• Drywall.

“Domestic content procurement preference’ means all iron and steel used in the project are produced in the United States; the manufactured products used in the project are produced in the Unites States; or the construction materials used in the project are produced in the United States.

“Infrastructure” includes, at a minimum, the structures, facilities, and equipment for, in the United States, roads, highways, and bridges; public transportation; dams, ports, harbors, and other maritime facilities; intercity passenger and freight railroads; freight and intermodal facilities; airports; water systems, including drinking water and wastewater systems; electrical transmission facilities and systems; utilities; broadband infrastructure;

and buildings and real property. Infrastructure includes facilities that generate, transport, and distribute energy.

“Project” means the construction, alteration, maintenance, or repair of infrastructure in the United States.

Uniform Administrative Requirements. Compliance with FTA’s “Buy America Requirement,” 49 CFR Part 661, and “Buy American Preferences for Infrastructure Projects,” 2 CFR Part 184, as described shall be deemed to satisfy 2 CFR §200.322, “Domestic Preferences for Procurements.”

Limitation of Certain Rolling Stock Procurements. The Contractor will comply with the limitation on certain rolling stock procurements at 49 U.S.C. §5323(u).

Flow Down Requirements - The Buy America requirements flow down from FTA recipients and subrecipients to first tier contractors, who are responsible for ensuring that lower tier contractors and subcontractors are in compliance.

11. Provisions for resolution of disputes, breaches, or other litigation.

Authority – FTA Master Agreement (31) at Section 39(b).

Applicability – all contracts

Notification to FTA: Flow Down Requirement. If a current or prospective legal matter that may affect the Federal Government emerges, the Contractor must promptly notify the Authority who 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 Contractor Agreements and must require each Contractor to include a similar notification requirement 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 party to litigation or a 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 Underlying Agreement, and any Amendments thereto, or the Federal Government’s administration or enforcement of federal laws, regulations, and requirements.

(3) Additional Notice to U.S. DOT Inspector General. The Authority 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 Authority is located, if the Authority has knowledge of potential fraud, waste, or abuse occurring on a Project receiving assistance from FTA. The notification provision applies if a person has or may have submitted a false claim under the False Claims Act, 31 U.S.C. §3729, et seq., or has or may have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bid rigging, misappropriation or embezzlement, bribery, gratuity, or similar misconduct involving federal assistance. This responsibility occurs whether the Project is subject to this Agreement or another agreement between 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. In this paragraph, “promptly” mean to refer information without delay and without change. This notification provision applies to all divisions of the Authority, including division tasked with law enforcement or investigatory functions.

Flow Down Requirements - The Contractor must include a similar notification requirement in its subcontracts at every tier for any agreement that is a “covered transaction” according to 2 CFR.

§§ 180.220 and 1200.220.

12. Lobbying Restrictions.

Authority - 31 U.S.C. § 1352, 2 CFR. § 200.450, 2 CFR. Part 200 Appendix II (I) and 49 CFR. Part 20, Appendix A, FTA Master Agreement (31) at Section 4(c) and 16(d)(10).

Applicability - All contracts over $100,000

The Authority agrees that neither it nor any Contractor will use federal assistance to influence any officer or employee of a federal agency, member of Congress or an employee of a member of Congress, or officer or employee of Congress on matters that involve the Contract, including any extension of modification, according to the following:

A. Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR Part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.

B. The lobbying requirements mandate the maximum flow down pursuant to Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352(b)(5). 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 clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.

C. Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.

Such disclosures are forwarded from tier to tier up to the non-Federal award.

Flow Down Requirements - The lobbying requirements mandate the maximum flow down pursuant to Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352(b)(5).

13. Clean Air

Authority - 42 U.S.C. 7401–7671q and FTA Master Agreement (31) at Section 16(d)(8) Applicability - All contracts over $150,000

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).

Flow Down Requirements - The Clean Air Act requirements flow down to all subcontracts over $150,000 at every tier.

14. Clean Water.

Authority - 33 U.S.C. 1251–1388, the Federal Water Pollution Control Act 33 U.S.C. 1251-1387, as amended, FTA Master Agreement (31) at Section 16(d)(8)

Applicability - All contracts over $150,000

Contractor shall comply with all applicable standards, orders or regulations issued pursuant to Section 508 of the Clean Water Act, as amended, 33 U.S.C. § 1368, and other requirements of the Clean Water Act, as amended, 33 U.S.C. §§ 1251 – 1377.

Contractor shall report each violation to the recipient and understands and agrees that the recipient shall, in turn, report each violation as required to FTA and the appropriate EPA Regional Office. Contractor shall include these requirements in each subcontract exceeding $150,000 financed in whole or in part with FTA assistance.

Flow Down Requirements - The Clean Water requirements flow down to all subcontracts over $150,000 at every tier.

15. Cargo Preference - Use of United States-Flag Vessels.

Authority - 46 U.S.C. § 55305 and 46 CFR. Part 381.7, FTA Master Agreement (31) at Section 15(c), FTA C 4220.1F at Appendix D

Applicability - Contracts involving equipment, materials or commodities which may be transported by ocean vessels.

At least 50 percent (%) of any equipment, materials or commodities procured, contracted for or otherwise obtained with funds granted, guaranteed, loaned, or advanced by the U.S. Government, and which may be transported by ocean vessel, shall be transported on privately owned United States-flag commercial vessels, if available. 46 U.S.C.§55305, and U.S. Maritime Administration regulations, “Cargo Preference – U.S.-Flag Vessels,” 46 CFR Part 381.