HomeMy WebLinkAboutFederal Clauses SRF AE Procurement Services 2023
2023 Professional Services RFQ and ICE for Phase II A and E
Professional Services
$ 10,000
Competitive Quotation
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The following clauses are for inclusion into procurement documents, but can also be inserted into contractual agreements. However, additional clauses and
certification may be required for contractual agreements.
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Federal Clauses
ACCESS TO RECORDS AND REPORTS
a. Record Retention. 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 the contract, including, but not limited to, data, documents, reports, statistics, leases, subcontracts, arrangements, other third party
Contracts of any type, and supporting materials related to those records.
b. Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.334. 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.
c. Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information related to
performance of this contract in accordance with 2 CFR § 200.337.
d. Access to the Sites of Performance. The Contractor agrees to permit FTA and its contractors access to the sites of performance under this contract in
accordance with 2 CFR § 200.337.
CIVIL RIGHTS LAWS AND REGULATIONS
The following Federal Civil Rights laws and regulations apply to all contracts.
1 Federal Equal Employment Opportunity (EEO) Requirements.These include, but are not limited to:
a) Nondiscrimination in Federal Public Transportation Programs. 49 U.S.C. § 5332, covering projects, programs, and activities financed under 49 U.S.C.
Chapter 53, prohibits discrimination on the basis of race, color, religion, national origin, sex (including sexual orientation and gender identity), disability, or
age, and prohibits discrimination in employment or business opportunity.
b) Prohibition against Employment Discrimination. Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, and Executive Order No. 11246,
“Equal Employment Opportunity,” September 24, 1965, as amended, prohibit discrimination in employment on the basis of race, color, religion, sex, or
national origin.
2 Nondiscrimination on the Basis of Sex. Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. § 1681 et seq. and implementing
Federal regulations, “Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance,” 49 C.F.R. part 25
prohibit discrimination on the basis of sex.
3 Nondiscrimination on the Basis of Age. The “Age Discrimination Act of 1975,” as amended, 42 U.S.C. § 6101 et seq., and Department of Health and
Human Services implementing regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45
C.F.R. part 90, prohibit discrimination by participants in federally assisted programs against individuals on the basis of age. The Age Discrimination in
Employment Act (ADEA), 29 U.S.C. § 621 et seq., and Equal Employment Opportunity Commission (EEOC) implementing regulations, “Age Discrimination
in Employment Act,” 29 C.F.R. part 1625, also prohibit employment discrimination against individuals age 40 and over on the basis of age.
4 Federal Protections for Individuals with Disabilities. The Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. § 12101 et seq.,
prohibits discrimination against qualified individuals with disabilities in programs, activities, and services, and imposes specific requirements on public and
private entities. Third party contractors must comply with their responsibilities under Titles I, II, III, IV, and V of the ADA in employment, public services, public
accommodations, telecommunications, and other provisions, many of which are subject to regulations issued by other Federal agencies.
Civil Rights and Equal Opportunity
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. §§ 621634, U.S. Equal Employment Opportunity Commission (U.S.
EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. 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 C.F.R. 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
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implementing requirements FTA may issue.
5.Promoting Free Speech and Religious Liberty. 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.
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CONFORMANCE WITH ITS NATIONAL ARCHITECTURE
Intelligent Transportation Systems (ITS) projects shall conform to the National ITS Architecture and standards pursuant to 23 CFR § 940. Conformance with
the National ITS Architecture is interpreted to mean the use of the National ITS Architecture to develop a regional ITS architecture in support of integration
and the subsequent adherence of all ITS projects to that regional ITS architecture. Development of the regional ITS architecture should be consistent with
the transportation planning process for Statewide and Metropolitan Transportation Planning (49 CFR Part 613 and 621).
DEBARMENT AND SUSPENSION
The Contractor shall comply and facilitate compliance with U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 C.F.R. part 1200, which
adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) "Guidelines to Agencies on Governmentwide Debarment and Suspension
(Nonprocurement)," 2 C.F.R. part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally
required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract
amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and
are not presently declared by any Federal department or agency to be:
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 any 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 AGENCY. If it is later determined by the AGENCY that the bidder or
proposer knowingly rendered an erroneous certification, in addition to remedies available to the AGENCY, 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 C.F.R. part 180,
subpart C, as supplemented by 2 C.F.R. 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.
DISADVANTAGED BUSINESS ENTERPRISE (DBE)
(Does not apply to projects fully funded by the Tribal Transportation Program (TTP).)
It is the policy of the Agency and the United States Department of Transportation ("DOT") that Disadvantaged Business Enterprises ("DBE’s"), as defined
herein and in the Federal regulations published at 49 C.F.R. part 26, shall have an equal opportunity to participate in DOTassisted contracts.
The contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor
shall carry out applicable requirements of 49 C.F.R. part 26 in the award and administration of DOTassisted contracts. Failure by the contractor to carry out
these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the Agency deems
appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying the contractor from future bidding as nonresponsible. 49 C.F.R. § 26.13(b).
Prime contractors are required to pay subcontractors for satisfactory performance of their contracts no later than 30 days from receipt of each payment the
Agency makes to the prime contractor. 49 C.F.R. § 26.29(a).
Finally, for contracts with defined DBE contract goals, each FTA Recipient must include in each prime contract a provision stating that the contractor shall
utilize the specific DBEs listed unless the contractor obtains the Agency’s written consent; and that, unless the Agency’s consent is provided, the contractor
shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE. 49 C.F.R. § 26.53(f) (1).
ENERGY CONSERVATION
The contractor agrees to comply with mandatory standards and policies relating to energy efficiency, which are contained in the state energy conservation
plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C.§ 6201).
EQUAL EMPLOYMENT OPPORTUNITY
During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender
identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during
employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited
to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will
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receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or
applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall
not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such
employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to
such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action,
including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or
understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments
under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and
applicants for employment.
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the
Secretary of Labor.
(6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and
orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the
Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
(7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this
contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in
accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked
as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(8) The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or
orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding
upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the
Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor
becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United
States to enter into such litigation to protect the interests of the United States.
NOTICE TO THIRD PARTY PARTICIPANTS
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.
FLY AMERICA
a) Definitions. As used in this clause—
1) “International air transportation” means transportation by air between a place in the United States and a place outside the United States or between two
places both of which are outside the United States. 2) “United States” means the 50 States, the District of Columbia, and outlying areas. 3) “U.S.flag air
carrier” means an air carrier holding a certificate under 49 U.S.C. Chapter 411.
b) When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 40118) (Fly
America Act) requires contractors, Agencys, and others use U.S.flag air carriers for U.S. Governmentfinanced international air transportation of personnel
(and their personal effects) or property, to the extent that service by those carriers is available. It requires the Comptroller General of the United States, in the
absence of satisfactory proof of the necessity for foreignflag air transportation, to disallow expenditures from funds, appropriated or otherwise established
for the account of the United States, for international air transportation secured aboard a foreignflag air carrier if a U.S.flag air carrier is available to provide
such services.
c) If available, the Contractor, in performing work under this contract, shall use U.S.flag carriers for international air transportation of personnel (and their
personal effects) or property.
d) In the event that the Contractor selects a carrier other than a U.S.flag air carrier for international air transportation, the Contractor shall include a
statement on vouchers involving such transportation essentially as follows:
Statement of Unavailability of U.S.Flag Air Carriers
International air transportation of persons (and their personal effects) or property by U.S.flag air carrier was not available or it was necessary to use foreign
flag air carrier service for the following reasons. See FAR § 47.403. [State reasons]:
e) Contractor shall include the substance of this clause, including this paragraph (e), in each subcontract or purchase under this contract that may involve
international air transportation.
FEDERAL TAX LIABILITY AND RECENT FELONY CONVICTIONS
(1) The contractor certifies that it:
(a) Does not have any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have
lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and
(b) Was not convicted of the felony criminal violation under any Federal law within the preceding 24 months.
If the contractor cannot so certify, the Recipient will refer the matter to FTA and not enter into any Third Party Agreement with the Third Party Participant
without FTA’s written approval.
(2) FlowDown. The Recipient agrees to require the contractor to flow this requirement down to participants at all lower tiers, without regard to the value of
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any subagreement.
INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS
The provisions within include, in part, certain Standard Terms and Conditions required under the Uniform Administrative Requirements, Cost Principles, and
Audit Requirements for Federal Awards (2 CFR § 200), whether or not expressly set forth in the preceding contract provisions. All contractual provisions
required by DOT, detailed in 2 CFR § 200 or as amended by 2 CFR § 1201, or the most recent version of FTA Circular 4220.1 are hereby incorporated by
reference. Anything to the contrary herein notwithstanding, all mandated terms shall be deemed to control in the event of a conflict with other provisions
contained in this Contract. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any request which would cause a
violation of the FTA terms and conditions.
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NO GOVERNMENT OBLIGATION TO THIRD PARTIES
The Recipient and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or
award of the underlying Contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and
shall not be subject to any obligations or liabilities to the Recipient, Contractor or any other party (whether or not a party to that contract) pertaining to any
matter resulting from the underlying Contract. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with
Federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to
its provisions.
NOTIFICATION TO FTA
If a current or prospective legal matter that may affect the Federal Government emerges, the Recipient must promptly notify the FTA Chief Counsel and FTA
Regional Counsel for the Region in which the Recipient is located. The Recipient must include a similar notification requirement in its Third Party
Agreements and must require each Third Party Participant to include an equivalent provision in its sub agreements at every tier, for any agreement that is a
“covered transaction” according to 2 C.F.R. §§ 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) The Recipient 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
Recipient is located, if the Recipient 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, bribery, gratuity, or similar misconduct. This responsibility
occurs whether the Project is subject to this Agreement or another agreement between the Recipient and FTA, or an agreement involving a principal, officer,
employee, agent, or Third Party Participant of the Recipient. 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 Recipient.
PATENT RIGHTS AND RIGHTS IN DATA
Intellectual Property Rights
This Project is funded through a Federal award with FTA for experimental, developmental, or research work purposes. As such, certain Patent Rights and
Data Rights apply to all subject data first produced in the performance of this Contract. The Contractor shall grant the Agency intellectual property access
and licenses deemed necessary for the work performed under this Contract and in accordance with the requirements of 37 C.F.R. part 401, “Rights to
Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any
implementing regulations issued by FTA or U.S. DOT.
The terms of an intellectual property agreement and software license rights will be finalized prior to execution of this Contract and shall, at a minimum,
include the following restrictions:
Except for its own internal use, the Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the
Contractor authorize others to do so, without the written consent of FTA, until such time as FTA may have either released or approved the release of such
data to the public. This restriction on publication, however, does not apply to any contract with an academic institution.
For purposes of this Contract, the term “subject data” means recorded information whether or not copyrighted, and that is delivered or specified to be
delivered as required by the Contract. Examples of “subject data” include, but are not limited to computer software, standards, specifications, engineering
drawings and associated lists, process sheets, manuals, technical reports, catalog item identifications, and related information, but do not include financial
reports, cost analyses, or other similar information used for performance or administration of the Contract.
1. The Federal Government reserves a royaltyfree, nonexclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to
use for “Federal Government Purposes,” any subject data or copyright described below. For “Federal Government Purposes,” means use only for the direct
purposes of the Federal Government. Without the copyright owner’s consent, the Federal Government may not extend its Federal license to any other party.
a. Any subject data developed under the Contract, whether or not a copyright has been obtained; and
b. Any rights of copyright purchased by the Contractor using Federal assistance in whole or in part by the FTA.
2. Unless FTA determines otherwise, the Contractor performing experimental, developmental, or research work required as part of this Contract agrees to
permit FTA to make available to the public, either FTA’s license in the copyright to any subject data developed in the course of the Contract, or a copy of the
subject data first produced under the Contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is
the subject of this Contract, is not completed for any reason whatsoever, all data developed under the Contract shall become subject data as defined herein
and shall be delivered as the Federal Government may direct.
3. Unless prohibited by state law, upon request by the Federal Government, the Contractor agrees to indemnify, save, and hold harmless the Federal
Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting
from any willful or intentional violation by the Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation,
reproduction, delivery, use, or disposition of any data furnished under that contract. The Contractor shall not be required to indemnify the Federal
Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government.
4. Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope
of any license or other right otherwise granted to the Federal Government under any patent.
5. Data developed by the Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated
into work required by the underlying Contract is exempt from the requirements herein, provided that the Contractor identifies those data in writing at the time
of delivery of the Contract work.
6. The Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part
with Federal assistance.
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PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS
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 C.F.R. 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.
The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is
further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.
PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT.
a. Recipients and subrecipients are prohibited from obligating or expending loan or grant funds to:
1. Procure or obtain;
2. Extend or renew a contract to procure or obtain;or
3. Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered
telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any
system. As described in Public Law 115232, section 889, covered telecommunications equipment is telecommunications equipment
produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).
i. For the purpose of public saftey, security of government facilities, physical security surveillance of critical infrastructure, and other
national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation,
Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company(or any subsidiary or affiliate of such entities).
ii . Telecommunications or video surveillance services provided by such entities or using such equipment.
iii. Telecommunications or video surveillance equipment or services procuced or provided by an entity that the Secretary of Defense, in
consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be
an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.
b. In implementing the prohibition under Public Law 115232, section 889, subsection (f), paragraph (1), heads of executive agencies administering loan,
grant, or subsidy programs shall prioritize available funding and technical support to assist affected businesses, institutions and organizations as is
reasonably necessary for those affected entities to transition from covered communications equipment and services, to procure replacement
equipment and services, and to ensure that communications service to users and customers is sustained.
c . See Public Law 115232,section 889 for additional in formation.
d. See also § 200.471.
PROMPT PAYMENT
(Does not apply to projects fully funded by the Tribal Transportation Program (TTP).)
The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days
after the contractor’s receipt of payment for that work. In addition, the contractor is required to return any retainage payments to those subcontractors within
30 days after the subcontractor's work related to this contract is satisfactorily completed.
The contractor must promptly notify the Agency, whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its
work and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not
terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of the Agency.
SAFE OPERATION OF MOTOR VEHICLES
Seat Belt Use
The Contractor is encouraged to adopt and promote onthejob seat belt use policies and programs for its employees and other personnel that operate
companyowned vehicles, company rented vehicles, or personally operated vehicles. The terms “companyowned” and “companyleased” refer to vehicles
owned or leased either by the Contractor or Agency.
Distracted Driving
The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text
messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or
rents, or a privatelyowned vehicle when on official business in connection with the work performed under this Contract.
SPECIAL NOTIFICATION REQUIREMENTS FOR STATES
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Applies to States –
a. To the extent required under federal law, the State, as the Recipient, agrees to provide the following information about federal assistance awarded for its
State Program, Project, or related activities:
(1) The Identification of FTA as the federal agency providing the federal assistance for a State Program or Project;
(2) The Catalog of Federal Domestic Assistance Number of the program from which the federal assistance for a State Program or Project is authorized;
and
(3) The amount of federal assistance FTA has provided for a State Program or Project.
b. Documents The State agrees to provide the information required under this provision in the following documents: (1) applications for federal assistance,
(2) requests for proposals or solicitations, (3) forms, (4) notifications, (5) press releases, and (6) other publications.
SEVERABILITY
The Contractor agrees that if any provision of this agreement or any amendment thereto is determined to be invalid, then the remaining provisions thereof
that conform to federal laws, regulations, requirements, and guidance will continue in effect.
TERMINATION
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 closeout 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 effected 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 short period of time] in which
to cure the defect. In such case, the Notice of Termination will state the time period in which cure is permitted and other appropriate conditions
If Contractor fails to remedy to 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
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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 royaltyfree, 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 (CostType 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 closeout 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.
TRAFFICKING IN PERSONS
The contractor agrees that it and its employees that participate in the Recipient’s Award, may not:
(a) Engage in severe forms of trafficking in persons during the period of time that the Recipient’s Award is in effect;
(b) Procure a commercial sex act during the period of time that the Recipient’s Award is in effect; or
(c) Use forced labor in the performance of the Recipient’s Award or subagreements thereunder.
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GOVERNMENTWIDE DEBARMENT AND SUSPENSION
(NONPROCUREMENT)
Recipients, contractors, and subcontractors that enter into covered transactions are required to verify that the entity (as well as its principals and
affiliates) with which they propose to contract or subcontract is not excluded or disqualified. This is done by: (a) checking the SAM exclusions; (b)
collecting a certification from that person (found below); or (c) adding a clause or condition to the contract or subcontract.
Instructions for Certification: By signing and submitting this bid or proposal, the prospective lower tier participant is providing the signed
certification set out below.
(1) It will 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 Governmentwide Debarment and
Suspension (Nonprocurement),” 2 CFR part 180,
(2) To the best of its knowledge and belief, that its Principals and Subrecipients at the first tier:
a. Are eligible to participate in covered transactions of any Federal department or agency and are not presently:
1. Debarred,
2. Suspended,
3. Proposed for debarment,
4. Declared ineligible,
5. Voluntarily excluded, or
6. Disqualified,
b. Its management has not within a threeyear period preceding its latest application or proposal been convicted of or had a civil judgment
rendered against any of them for:
1. Commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or
local) transaction, or contract under a public transaction,
2. Violation of any Federal or State antitrust statute, or,
3. Commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making any false statement, or receiving
stolen property,
c. It is not presently indicted for, or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of
any of the offenses listed in the preceding subsection 2.b of this Certification,
d. It has not had one or more public transactions (Federal, State, or local) terminated for cause or default within a threeyear period preceding this
Certification,
e. If, at a later time, it receives any information that contradicts the statements of subsections 2.a – 2.d above, it will promptly provide that
information to FTA,
f. It will treat each lower tier contract or lower tier subcontract under its Project as a covered lower tier contract for purposes of 2 CFR part 1200
and 2 CFR part 180 if it:
1. Equals or exceeds $25,000,,
2. Is for audit services, or,
3. Requires the consent of a Federal official, and
g. It will require that each covered lower tier contractor and subcontractor:
1. Comply and facilitate compliance with the Federal requirements of 2 CFR parts 180 and 1200, and
2. Assure that each lower tier participant in its Project is not presently declared by any Federal department or agency to be:
a. Debarred from participation in its federally funded Project,
b. Suspended from participation in its federally funded Project,
c. Proposed for debarment from participation in its federally funded Project,
d. Declared ineligible to participate in its federally funded Project,
e. Voluntarily excluded from participation in its federally funded Project, or
f. Disqualified from participation in its federally funded Project, and
(3) It will provide a written explanation as indicated on a page attached in FTA’s TrAMS platform or the Signature Page if it or any of its principals,
including any of its first tier Subrecipients or its ThirdParty Participants at a lower tier, is unable to certify compliance with the preceding statements
in this Certification Group.
Certification
Contractor:________________________________________________________________________________________
Signature of Authorized Official:______________________________________________Date_______/_______/_______
Name and Title of Contractor's Authorized Official:_________________________________________________________
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