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Agenda 06/09/2020 Item #16D16 (Purchase of Two CAT Trolleys)06/09/2020 EXECUTIVE SUMMARY Recommendation to approve the purchase of two trolleys for the Collier Area Transit (“CAT”) system using the State of Georgia’s competitively solicited Public Mass Transit & Transportation-Related Vehicles Contract No. 99999-001-SPD0000138-0003. OBJECTIVE: To acquire two trolleys to replace two older buses in the CAT bus fleet for use on seasonal routes. CONSIDERATION: The Public Transit & Neighborhood Enhancement (“PTNE”) Division identified the need for trolley buses to use for seasonal route service. On April 24, 2018, staff requested approval to enter into an agreement with Creative Bus Sales, Inc., to purchase two (2) 23’ trolleys using Lee County Public Transit Trolleys Request for Proposal # 170058LAC. Upon physical inspection of the vehicles, staff identified some vehicle features that posed risk management issues as well as operational concerns that would make ongoing maintenance of the vehicle difficult. With these findings staff opted not to utilize the Lee County contract. Staff canceled that purchase order and began a new search for an existing contract it might be able to “piggyback” off of that was procured with the necessary Federal Transit Administration (“FTA”) requirements and met the County’s service needs. On December 20, 2016, the Department of Administrative Services for the Georgia State Purchasing Division sent out 136 notices seeking Public Mass Transit & Transportation-Related Vehicles. That procurement included eight (8) categories of different bus types and received thirteen (13) responses. Category 4, which is for trolleys, received one (1) response from Creative Bus Sales, Inc. (“CBS”), and the State of Georgia and CBS entered into an agreement on December 14, 2017. The parties amended that agreement on October 5, 2018, to make the contract available for interstate purchases from other public entities. On April 15, 2020, the parties further amended the agreement for a price adjustment caused by federally imposed tariffs. This contract is set to expire on December 13, 2021. An alternate solicitation for trolleys with the necessary FTA requirements will likely be conducted by Georgia or another large transit agency for future purchases. This contract has been used by Pinellas County for trolley purchases. Other Transit agency trolley solicitations found in Florida did not include the required FTA clauses so Collier County would not be able to use those contracts for our purchase. Collier County Procurement Division staff reviewed and approved the use of the c ompetitively solicited State of Georgia agreement, which is consistent with Section 11.4 (a) of the Board’s Procurement Ordinance No. 2017-08, as amended. The County’s Grants Management Office also reviewed the Georgia solicitation (Solicitation No. 99999-001-SPD0000138) process for grant compliance and found it compliant with the Federal Transit Administration Circular 4220.1E for "Third Party Contracting Requirements." Staff requests approval to purchase from CBS, using the State of Georgia Public Mass Transit & Transportation-Related Vehicles Contract No. 99999-001-SPD0000138-0003. CAT will be using that agreement to purchase two (2) 30’ gas trolleys. Staff will conduct separate competitive procurements for the Intelligent Transportation System (ITS), two-way radios, and security camera systems for these trolleys while they are in production. The estimated cost for the ITS, radios, and cameras is approximately $38,000 per trolley. FISCAL IMPACT: The purchase of two (2) trolleys, and associated two-way radios, ITS, and camera systems totaling approximately $481,000 is planned and programmed with Federal Transit Administration (FTA) Grant Fund (424) Project 33526 and Developer Commitment Fund (426) Project 60133. The bus purchases were approved by the Board as part of the Program of Projects submitted with 06/09/2020 the grant application. The ongoing maintenance cost for the new buses is budgeted and funded within FTA Section 5307 grant in Fund (424) and will allow the operations to retire two (2) older higher maintenance buses. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for approval. -SRT GROWTH MANAGEMENT IMPACT: Consistent with Objectives 10 and 12 of the Transportation Element of the Growth Management Plan. RECOMMENDATION: To approve the purchase of two (2) Trolley buses with Creative Bus Sales, Inc., utilizing the competitively solicited State of Georgia Public Mass Transit & Transportation-Related Vehicles Contract No. 99999-001-SPD0000138-0003. Prepared By: Yousi Cardeso, Operations Analyst, Public Transit & Neighborhood Enhancement Division ATTACHMENT(S) 1. 225 Piggyback - State of GA - Creative Bus Sales 5-20 (PDF) 2. Amend # 1 Creative 0000138-0003 (PDF) 3. Attachemnt_C_Special_Terms___Conditions-FTA_Vehicles (DOCX) 4. Attachment_A___B-_Mass_Transit_eRFP (PDF) 5. ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_- Federal_Clauses (PDF) 6. [linked] Attachment_N_Master_Agreement_FY2016_-_3-1-15_-_FINAL (PDF) 7. Fully Executed Renewal #1 Packet Creative Bus Sales (PDF) 8. Signed_Contract_Creative_Bus (PDF) 9. Signed_NOA_Mass_Transit_1 (PDF) 10. ABSCBS2017-03-16-17.40.25.58912-Attachment_R_Certificate_of_NonCollusion (PDF) 11. ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (PDF) 16.D.16 Packet Pg. 1301 06/09/2020 COLLIER COUNTY Board of County Commissioners Item Number: 16.D.16 Doc ID: 12388 Item Summary: Recommendation to approve the purchase of two trolleys for the Collier Area Transit ("CAT") system using the State of Georgia’s competitively solicited Public Mass Transit & Transportation-Related Vehicles Contract No. 99999-001-SPD0000138-0003. Meeting Date: 06/09/2020 Prepared by: Title: Operations Analyst – Public Transit & Neighborhood Enhancement Name: Yousi Cardeso 05/14/2020 4:33 PM Submitted by: Title: Division Director - Pub Tran & Nbrhd Enh – Public Transit & Neighborhood Enhancement Name: Michelle Arnold 05/14/2020 4:33 PM Approved By: Review: Public Transit & Neighborhood Enhancement Caroline Soto Additional Reviewer Completed 05/15/2020 9:30 AM Procurement Services Opal Vann Level 1 Purchasing Gatekeeper Completed 05/15/2020 9:32 AM Procurement Services Sara Schneeberger Additional Reviewer Completed 05/15/2020 10:26 AM Public Transit & Neighborhood Enhancement Omar Deleon Additional Reviewer Completed 05/15/2020 11:29 AM Public Transit & Neighborhood Enhancement Michelle Arnold Additional Reviewer Completed 05/15/2020 11:29 AM Community & Human Services Blanca Aquino Luque Additional Reviewer Completed 05/18/2020 2:47 PM Procurement Services Catherine Bigelow Additional Reviewer Completed 05/18/2020 4:38 PM Procurement Services Sandra Herrera Additional Reviewer Completed 05/19/2020 8:18 AM Operations & Veteran Services Kimberley Grant Level 1 Reviewer Completed 05/21/2020 8:41 AM Public Services Department Todd Henry Level 1 Division Reviewer Completed 05/21/2020 10:12 AM Grants Erica Robinson Level 2 Grants Review Completed 05/21/2020 1:29 PM Public Services Department Steve Carnell Level 2 Division Administrator Review Completed 05/23/2020 10:38 AM Grants Carrie Kurutz Additional Reviewer Completed 05/26/2020 2:58 PM County Attorney's Office Scott Teach Level 2 Attorney Review Completed 05/27/2020 9:06 AM Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 05/27/2020 9:12 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 05/27/2020 11:48 AM 16.D.16 Packet Pg. 1302 06/09/2020 Budget and Management Office Ed Finn Additional Reviewer Completed 06/01/2020 10:00 AM Grants Therese Stanley Additional Reviewer Completed 06/02/2020 1:37 PM County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 06/03/2020 11:07 AM Board of County Commissioners MaryJo Brock Meeting Pending 06/09/2020 9:00 AM 16.D.16 Packet Pg. 1303 Instructions $OORZDEOHSHU%&&3URFXUHPHQW2UGLQDQFH6HFWLRQDQGWKHDQQXDO%&&DSSURYHGOLVWRIDSSURYHGFRRSHUDWLYHV&RPSOHWH WKHIROORZLQJLQIRUPDWLRQDQGVXEPLWWRSXUFKDVLQJZLWKWKHUHTXLUHGEDFNXSGRFXPHQWDWLRQ5HTXLUHGEDFNXSGRFXPHQWDWLRQ LQFOXGHVEXWQRWOLPLWHGWR6ROLFLWDWLRQ3URSRVDO7DEXODWLRQ3URRIRI$GYHUWLVHPHQW&RQWUDFW Requester Name:Division: Vendor Name:Requested Items: Sponsor Agency/Contact: Contract Name and Number: Award Date:Expiration Date:Renewals: Backup Documents:6ROLFLWDWLRQ3URSRVDO&RQWUDFW7DEXODWLRQ$GYHUWLVHPHQW3ULFH/LVW Additional Documents/Commentary: Website of Contract: Scope of Services in Contract: Competitive Event: Summary of Competition: Piggyback Clause: (listed in solicitation or Contract) Rationale for Use 7KH5HTXHVWLQJ'LYLVLRQDQG3URFXUHPHQW6HUYLFHV'LUHFWRUDFNQRZOHGJHWKDWWKHDWWDFKHGFRQWUDFWZDVFRPSHWLWLYHO\VROLFLWHG DFFRUGLQJWRWKH%RDUG¶V3URFXUHPHQW2UGLQDQFH6HFWLRQDQGWKDWWKHWHUPVDQGFRQGLWLRQVRIWKHSXUFKDVHDUH FRPSHWLWLYHLQWKHPDUNHWDQGIDYRUDEOHWRWKH&RXQW\ 5HTXHVWHGE\ 6LJQDWXUH 'DWH 'LYLVLRQ'LUHFWRU 6LJQDWXUH 'DWH 3URFXUHPHQW6WUDWHJLVW 6LJQDWXUH 'DWH 3URFXUHPHQW'LUHFWRU RUGHVLJQHH 6LJQDWXUH 'DWH Collier County Cooperative Purchasing Request Form Yousi Cardeso PTNE Creative Bus Sales, Inc. 30' Trolley Bus State of Georgia/Eric Mercier 404-463-1540 Public Mass Transit & Transportation Related Vehicles #99999-001- SPD0000138-0003 12/14/2017 6/31/2020 3 one (1) year renewals ✔✔ Contract from Georgia attached. https://solutions.sciquest.com/apps/Router/Login?OrgName=Georgia The purpose of this solicitation is to establish a comprehensive supply base capable of providing an extensive variety and quantity of commuter buses, transit buses, electric buses, mobility vans, cutaway shuttle, trolleys and other related vehicles that meet varying levels/types of requireme Request For Proposals #99999-SPD-SPD0000138 Number of Notices sent out were 136 invites. The procurement received 13 responses for 8 bus categories, 1 response from Creative Bus Sales, Inc. for Category: 4 Trolleys. Contract number 99999-001-SPD0000138-0003 Amendment #1 states in #2 that "the contract is available for interstate purchases from public entities." Solicitation sales volume needed price savings for the County given the number of public agencies participating; Reduced the number of staff hours and vendor dollars in putting together a response to a specific Collier County Solicitation. Yousi Cardeso CardesoYousi Digitally signed by CardesoYousi Date: 2020.04.28 15:08:04 -04'00'4/28/20 Michelle Arnold arnold_m Digitally signed by arnold_m Date: 2020.04.28 15:38:24 -04'00'4/28/2020 Sara Schneeberger SchneebergerSar a Digitally signed by SchneebergerSara Date: 2020.05.12 09:24:58 -04'00' Cat Bigelow Digitally signed by Cat Bigelow DN: cn=Cat Bigelow, o=Collier County Government, ou=Procurement Services, email=catherinebigelow@colliergov.net, c=US Date: 2020.05.13 10:01:28 -04'00' 16.D.16.a Packet Pg. 1304 Attachment: 225 Piggyback - State of GA - Creative Bus Sales 5-20 (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.b Packet Pg. 1305 Attachment: Amend # 1 Creative 0000138-0003 (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.b Packet Pg. 1306 Attachment: Amend # 1 Creative 0000138-0003 (12388 : GA Contract for Purchase of 30 Ft Trolley) Georgia Public Mass Transit & Transportation Vehicles and Related Equipment and Accessories eRFP (Event) Number: 99999-SPD-SPD0000138 Instructions, Special Terms and Conditions Related to Federal Transit Administration (FTA Vehicles) 1. GENERAL a. This solicitation is conducted to establish a Statewide Contract (SWC) for a wide range of FTA and Non FTA Transit Vehicles to be made available to all Georgia State Government Entities, Georgia Transit Agencies and Local Municipalities (Referred to as Authorized Users). b. The ensuing SWC will be structured as an “a le carte” style contract where the Authorized User can customize their transit vehicle by the subtraction of “Base Bus Attributes” and the addition of competitively bid “Options”. Changes regarded as “Cardinal Changes” will not be authorized. c. If the Bider/Offeror certifies compliance with Buy America, it shall submit signed Certification of FTA Requirements and Clauses form at Attachment M. d. FTA certified vehicles sold on this contract will be funded in part by grants from the Federal Transit Administration (FTA) of the United States Department of Transportation. The award of any contract is subject to the requirements of financial assistance contracts between the State of Georgia and the U.S. Department of Transportation. e. The Contractor is required to comply with all terms and conditions prescribed for third-party contracts by the U.S. Department of Transportation, Federal Transit Administration (FTA). If FTA requires any change to this Contract to comply with its requirements, both parties agree to amend the Contract as required by FTA.. f. The required contract clauses, which are identified herein the solicitation as applicable to this solicitation, will be incorporated by reference in any contract resulting from this solicitation issued by the State of Georgia. These 16.D.16.c Packet Pg. 1307 Attachment: Attachemnt_C_Special_Terms___Conditions-FTA_Vehicles (12388 : GA Contract for Purchase of 30 Ft Trolley) solicitation provisions and required contract clauses are in addition to other General Specifications, Special and Technical Specifications, Bidding or Proposal Procedures, and Bid or Proposal Forms set forth in other sections of this solicitation which may also be incorporated by reference in any resulting contract. If there is any discrepancy in the language between this document and the General Specifications, Special and Technical Specifications, Bidding or Proposal Procedures and Bid or Proposal Forms set forth in other sections of this solicitation, the stricter of two shall govern. g. Some provisions and clauses require the bidder/proposer to execute and submit certain required certifications with the bid or proposal, which are included herein. Failure to execute and submit required certifications with the bid or proposal documents may render a bid or proposal non- responsive. h. The Contractor is required to comply with all terms and conditions prescribed for third-party contracts by the U.S. Department of Transportation, Federal Transit Administration (FTA). If FTA requires any change to this Contract to comply with its requirements, both parties agree to amend the Contract as required by FTA. i. The required contract clauses, which are identified below as applicable to this solicitation, will be incorporated by reference in any contract resulting from this solicitation issued by the State of Georgia. These solicitation provisions and required contract clauses are in addition to other General Specifications, Special and Technical Specifications, Bidding or Proposal Procedures, and Bid or Proposal Forms set forth in other sections of this solicitation which may also be incorporated by reference in any resulting contract. If there is any discrepancy in the language between this document and the General Specifications, Special and Technical Specifications, Bidding or Proposal Procedures and Bid or Proposal Forms set forth in other sections of this solicitation, the stricter of two shall govern. j. Some provisions and clauses require the bidder/proposer to execute and submit certain required certifications with the bid or proposal, which are included herein. Failure to execute and submit required certifications with the bid or proposal documents may render a bid or proposal non- responsive. k. If the Bider/Offeror certifies compliance with Buy America, it shall submit documentation which lists 1) component and subcomponent parts of the rolling stock to be purchased identified by manufacturer of the parts, their country of origin and costs; and 2) the location of the final assembly point for the rolling stock, including a description of the activities that will take 16.D.16.c Packet Pg. 1308 Attachment: Attachemnt_C_Special_Terms___Conditions-FTA_Vehicles (12388 : GA Contract for Purchase of 30 Ft Trolley) place at the final assembly point and the cost of final assembly, 3) CER Form 10 (Attachment O). 2. FEDERAL DISCLAIMER TO THIRD PARTIES a. The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. b. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 3. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS - 31 U.S.C. § 3801 ET SEQ., 49 CFR PART 31, 18 U.S.C. § 1001, 49 U.S.C. 530 a. 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. b. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the 16.D.16.c Packet Pg. 1309 Attachment: Attachemnt_C_Special_Terms___Conditions-FTA_Vehicles (12388 : GA Contract for Purchase of 30 Ft Trolley) right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. c. 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. 1. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS - FTA CIRCULAR 4220.1F Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any of the State of Georgia’s requests which would cause the State of Georgia to be in violation of the FTA terms and conditions. 16.D.16.c Packet Pg. 1310 Attachment: Attachemnt_C_Special_Terms___Conditions-FTA_Vehicles (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 1 of 30 SPD-SP001 State of Georgia STATEWIDE CONTRACT DEPARTMENT OF ADMINISTRATIVE SERVICES Electronic Request for Proposals (“eRFP”) Event Name: Public Mass Transit & Transportation Vehicles and Related Equipment and Accessories eRFP (Event) Number: 99999-SPD-SPD0000138 1. Introduction 1.1. Purpose of Procurement Pursuant to the State Purchasing Act (Official Code of Georgia Annotated §§50-5-50 et seq.), this electronic Request for Proposal (“eRFP”) is being issued to establish one or more statewide contracts, with one or more qualified Suppliers, to provide Public Mass Transit & Transportation Vehicles and Related Equipment and Accessories. This eRFP is being conducted by the Department of Administrative Services, through its State Purchasing Division, (hereinafter, “DOAS”). The resulting statewide contract(s) will be a “Convenience” source for all State of Georgia governmental entities subje ct to the State Purchasing Act, including but not limited to certain state offices, agencies, departments, boards, bureaus, commissioners, institutions and colleges and universities. The statewide contract(s) will also be available on a convenience basis to other Governmental entities such as state authorities, local government, municipalities, cities, townships, counties and other political subdivisions of the State of Georgia. All e ntities authorized to utilize the resulting statewide contract(s) shall be referred to collectively as “Authorized Users.” The purpose of this solicitation is to establish a comprehensive supply base capable of providing an extensive variety and quantity of commuter buses, transit buses, electric buses, mobility vans, cutaway shuttle, trolleys and other related vehicles that meet varying levels/types of requirements as set forth by local, state and/or federal transit organizations. Specifically, in response to this solicitation, Suppliers are afforded the opportunity to propose vehicles for purchase by Authorized Users that use state/local funds exclusively as well as Authorized Users that receive financial assistance (grants) from the U.S. Department of Transportation’s Federal Transit Administration (FTA). The sale of public transit vehicles to Authorized Users that are funded in whole or in part by grants from the FTA are subject to unique requirements , certifications and terms/conditions for third party contracts and as detailed in the FTA Master Agreement (Attachment L), FTA Requirements and Clauses (Attachment M), FTA Required Certification Forms (Attachment N) and the FTA Form CER 6 (Attachment O). This solicitation is designed to structure a contract(s) that will provide Authorized Users considerable flexibility in purchasing transit vehicles and related equipment/accessories by establishing an “ala carte menu” style ordering process similar to the General Services Administration (GSA) federal schedule. Public mass transit vehicles made available for purchase pursuant to any resultant contract(s) will be based on two (2) primary purchase types; vehicle purchased by Authorized Users with federal grants (FTA grantees) that are compliant with FTA regulations or “FTA Compliant” and vehicles purchased by Authorized Users without federal grants or “FTA Non-Compliant”. For purposed of this solicitation, DOAS has separated transit vehicles into three (3) distinct product categories (1) Buses, (2) Cutaways and (3) Vans. Specific vehicle types within each category have been further classified into subcategories based on vehicles with common distinctions and/or applications as described in the table below (Exhibit A). Exhibit A: Public Mass Transit & Transportation Product Categories CATEGORY - BUSES SUB CATEGORY DESCRIPTION COACH A type of bus used for transporting passengers on excursions and on longer-distance intercity bus service between cities. Coaches often have a luggage hold that is separate from the passenger cabin and can be equipped with facilities required for longer trips, including comfortable seats and sometimes a toilet. A bus with front door only, separate luggage compartments, and usually with restroom facilities and high-backed seats for use in high-speed long-distance service. Usually 30- 45 foot or longer, with only forward-facing, reclining seats. Most noted for being the vehicles of choice for the intercity bus industry. These buses can be made wheelchair accessible. 16.D.16.d Packet Pg. 1311 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 2 of 30 SPD-SP001 TRANSIT A bus with front and center doors, normally with a rear-mounted engine, low-back seating, and without luggage compartments or restroom facilities for use in frequent stop service. This is what is used most typically on fixed route systems. A 30 foot -45 foot is the common type bus used in larger systems. The average life expectancy of transit bus chassis is about 12 years. It is common for the engine and other equipment to be rebuilt a number of times. TROLLEY A bus with an exterior (and usually an interior) designed to look like a streetcar from the early 1900s. They usually hold 20 to 40 passengers. ELECTRIC Any bus in Categories 1, 2, & 3 powered solely by electricity. CATEGORY - CUTAWAYS SUB CATEGORY DESCRIPTION LIGHT TRANSIT A specially-made body placed on a Ford or Chevy “cutaway” truck (not van) chassis with a gross vehicle weight rating (GVWR) of 9,500 to 19,500. The chassis is made by Ford, or Chevy, but the bodies are manufactured by companies such as Champion, Collins, Diamond, El Dorado etc. They have walk-in, front entry doors and a center aisle, but they have various wheelbases, with interiors tall enough to allow a person to stand and four- across seating. When equipped to handle 24 or more passengers, an extra rear axle, referred to as a “tag axle,” is usually added by the manufacturer. MEDIUM TRANSIT A specially-made body placed on a Ford or Chevy “cutaway” truck (not van) chassis with a gross vehicle weight rating (GVWR) of 22,000 to 26,000. The chassis is made by Ford, or Chevy, but the bodies are manufactured by companies such as Champion, Collins, Diamond, El Dorado etc. They have walk-in, front entry doors and a center aisle, but they have various wheelbases, with interiors tall enough to allow a person to stand and four- across seating. When equipped to handle 24 or more passengers, an extra rear axle, referred to as a “tag axle,” is usually added by the manufacturer. CATEGORY - VANS SUB CATEGORY DESCRIPTION MOBILITY A standard factory-built van that has been significantly altered by a specialty retrofitter after leaving the van maker’s factory. These retrofitters remove the seats and the top half of the van. Among the features are an extended height roof, a specific wheelchair entry door, a front entry door with a convenient low step for ambulatory passengers, and new seating with a center aisle. The conversion van has three-across seating: two-person seats on the driver’s side and one-person seats on the other. The usual configuration is 8 ambulatory seats and one wheelchair tie down. OTHER Regular Van: A factory-built 12- or 15-passenger vehicle (including the driver) that is manufactured by Ford, GM or Chrysler. These vehicles have side passenger doors and can be retrofitted with wheelchair lifts and must meet ADA requirements. The usual life expectancy of vans ranges from about 125,000 to 150,000 miles. Minivan: A factory-built vehicle designed to be something between a car and a van. Examples are the Dodge Caravan and Chevy Astro. They hold seven passengers, including the driver. A wheelchair minivan is one which has gone through an extensive after factory conversion. The firms performing this after-factory work raise the roofs and literally drop the floor of the minivans. 1.2. Estimated Spend DOAS has determined through spend analysis encompassing fiscal years 2013 through 2016 (01 July 2012 through 30 June 2016) that Authorized Users spend on average approximately $9.24M annually on public transit vehicles (Non-FTA - $4.84M and FTA Compliant- $4.40M) as outlined in this eRFP. This historical spend is based on purchasing activity by Authorized Users across the state associated with two (2) statewide contracts for the purchase of Non-FTA compliant vehicles, in addition to various separate local government entity agreements/contracts for the purchase of FTA compliant vehicles. It should be noted that the $13.1M spend (Non-FTA) in FY 2015 in the Transit Bus Cutaway Category, reflects a single purchase by Metropolitan Atlanta Rapid Transit Authority (MARTA). The following chart depicts total spend by fiscal year based on the purchase type (FTA Compliant, Non-FTA Compliant) and product subcategory: 16.D.16.d Packet Pg. 1312 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 3 of 30 SPD-SP001 Of particular note, is the fact that while total spend for all transit vehicles remained somewhat steady in fiscal years 2013 & 2014 at around $5M, spend increased substantially; to $6M by FY2016. Spend totals for FY2015 are considered “uncharacteristic” of a typical year and were widely influenced by a larger than normal increase in an asset modernization project by Metropolitan Atlanta’s Rapid Transit Authority (MARTA). The rise in spend on statewide contracts during typical years can be most closely associated with an increase marketing efforts and closer relationship with professional public transportation organizations. While DOAS does not currently have insight into causes for shifts in spending patterns associated with FTA Compliant vehicles, the chart below contains the list Georgia Transit Agencies that historically purchase FTA compliant vehicles, and are expected to comprise a substantial portion of the expanded customer base of Authorized Users that will make purchases from any resultant contract(s): Transit Agencies in Georgia ALBANY TRANSIT SYSTEM ALBANY GA METROPOLITAN ATLANTA RAPID TRANSIT AUTHORITY ATLANTA GA AUGUSTA RICHMOND COUNTY TRANSIT DEPARTMENT AUGUSTA GA METRA TRANSIT SYSTEM COLUMBUS GA CHATHAM AREA TRANSIT AUTHORITY SAVANNAH GA GWINNETT COUNTY BOARD OF COMMISSIONERS LAWRENCEVILLE GA HALL AREA TRANSIT GAINESVILLE GA MACON-BIBB COUNTY TRANSIT AUTHORITY MACON GA GEORGIA REGIONAL TRANSPORTATION AUTHORITY ATLANTA GA CITY OF ROME TRANSIT DEPARTMENT ROME GA COBB COUNTY DEPARTMENT OF TRANSPORTATION AUTHORITY MARIETTA GA DOUGLAS COUNTY RIDESHARE DOUGLASVILLE GA ATHENS TRANSIT SYSTEM ATHENS GA MARIETTA - VPSI, INC. MARIETTA GA CLAYTON COUNTY BOARD OF COMMISSIONERS JONESBORO GA CHEROKEE COUNTY BOARD OF COMMISSIONERS CANTON GA Non FTA CATEGORY 2013 2014 2015 2016 GRAND TOTAL COACH N/A N/A N/A N/A N/A TRANSIT BUS N/A N/A N/A N/A N/A TRANSIT BUS CUTAWAY 1,515,692$ 2,041,378$ 13,184,059$ 2,626,585$ 19,367,714$ GRAND TOTAL 1,515,692$ 2,041,378$ 13,184,059$ 2,626,585$ 19,367,714$ FTA CATEGORY 2013 2014 2015 2016 GRAND TOTAL COACH $1,721,000 N/A $2,745,178 $0 $4,466,178 TRANSIT BUS $1,109,000 $2,531,794 $4,377,000 $3,245,000 $11,262,794 TRANSIT BUS CUTAWAY $675,774 $240,000 $300,000 $320,000 $1,535,774 MOBILITY VAN $170,000 $170,000 $0 $0 $340,000 GRAND TOTAL $3,675,774 $2,941,794 $7,422,178 $3,565,000 $17,604,746 FTA & Non FTA $36,972,460COMBINED SPEND FISCAL YEARS 13-16 FISCAL YEAR FISCAL YEAR 16.D.16.d Packet Pg. 1313 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 4 of 30 SPD-SP001 This eRFP seeks to combine the requirements of the existing statewide contracts and numerous state/local entity level agreements under a single statewide contract with one or more Suppliers. Although award of this contract does not guarantee any specific volume of sales from Authorized Users, Awarded Supplier(s) can expect significant sales volume based on historical spending patterns (outlined above) and the expanded (1) customer base and (2) product offerings, in addition to other enhancements/additions planned for any resultant contract(s). Therefore, in response to this eRFQ, DOAS expects to receive substantially discounted pricing that takes into consideration the large purchasing base of Authorized Users, additional efficiencies afforded from the consolidation of procurement and administrative processes under a single contractual umbrella, expanded product offerings and other enhancements. Lastly, anticipated growth in sales is expected because the Awarded Supplier(s) of any resulting statewide contract will receive maximum exposure of their service offerings through Team Georgia Marketplace (the State’s e- Procurement Solution) and an increased emphasis on collaborative marketing efforts of the Supplier(s) and the State Purchasing Division. 1.3. eRFP Certification Pursuant to the provisions of the Official Code of Georgia Annotated §50-5-67(a), DOAS certifies the use of competitive sealed bidding will not be practicable or advantageous to the State of Georgia in completing the acquisition described in this eRFP. Thus, electronic competitive sealed proposals will be submitted in response to this eRFP. This eRFP is being sourced through an electronic sourcing tool approve d by the Department of Administrative Services (“DOAS”) and all Suppliers’ responses must be submitted electronically in accordance with the instructions contained in Section 2 “Instructions to Suppliers” of this eRFP. Electronic competitive sealed proposals will be administered pursuant to the Georgia Electronic Records and Signature Act. Please note electronic competitive sealed proposals meet the sealed proposal requirements of the State of Georgia, an electronic record meets any requirements for writing, and an electronic signature meets any requirements for an original signature. 1.4. Overview of the eRFP Process The objective of the eRFP is to select one or more qualified Suppliers to provide the product/services outlined in this eRFP to Authorized Users. This eRFP process will be conducted to gather and evaluate responses from Suppliers for potential award. All qualified Suppliers are invited to participate by submitting responses, as further defined below. After evaluating all responses received prior to the closing date of this eRFP and following negotiations (if any) and resolution of any contract exceptions, the preliminary results of the eRFP process will be publicly announced, including the names of all participating Suppliers and the evaluation results. Subject to the protest process, final contract award(s) will be publicly announced thereafter. NOTE TO SUPPLIERS: The general instructions and provisions of this document have been drafted with the expectation that DOAS may desire to make one award or multiple awards per line item. For example, this document contains phrases such as “statewide contract(s)” and “award(s)”. Please refer to Section 6.7 “Selection and Award” for information concerning whether DOAS will make one award, multiple or split awards, or reserves the right to make either depending on the proposal responses received. 1.5. Schedule of Events The schedule of events set out herein represents DOAS’ best estimate of the schedule that will be followed. However, delays to the procurement process may occur which may necessitate adjustments to the proposed schedule. If a component of this schedule, such as the close date, is delayed, the rest of the schedule may be shifted as appropriate. Any changes to the dates up to the solicitation closing date (date proposals are due) will be publicly posted prior to the closing date of this eRFP. After the close of the eRFP, DOAS reserves the right to adjust the remainder of the proposed dates, including the dates for evaluation, negotiations, award and the statewide contract term on an as needed basis with or without notice. 16.D.16.d Packet Pg. 1314 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 5 of 30 SPD-SP001 Description Date Time Release of eRFP 12/20/2016 N/A Offerors’ Conference Location: Department of Administrative Services State Purchasing Division 200 Piedmont Ave., 18th Floor, Conference Room 1816A, West Tower Atlanta, GA 30334 Attendance is: Optional Note: Suppliers will have the ability to log on to the webinar/go to meeting for the Offerors conference 01/05/2016 10:00 a.m. ET Deadline for written questions sent via email to the Issuing Officer referenced in Section 1.5. 01/12/2016 5:00 p.m. ET Responses to Written Questions (01/18/2016) 5:00 p.m. ET Proposals Due/Close Date and Time (02/07/2016) 5:00 p.m. ET Proposal Evaluation Completed (on or about) 2 to 3 Weeks after Closing TBA Negotiations Invitation Issued (emailed) (on or about); discretionary process 2 to 3 Weeks after Closing TBD Negotiations with Identified Suppliers (on or about); discretionary process 3 to 4 Weeks after Closing TBD Final Evaluation (on or about) 5 to 6 Weeks after Closing TBD Finalize Contract Terms 6 to 8 Weeks after Closing TBD Notice of Intent to Award* [NOIA] (on or about) 8 to 10 Weeks after Closing TBD Notice of Award [NOA] (on or about) 10 calendar days after NOIA TBD 1.6. Official Issuing Officer Billy Gilbert Telephone: 404-657-4277 billy.gilbert@doas.ga.gov 1.7. Definition of Terms Please review the following terms: Buy America Rule - The "Buy America Requirements" Regulation, Title 49 of the Code of Federal Regulations, Part 661. Component - Any article, material, or supply, that is directly incorporated into an end product at the final assembly location. DOAS – the Georgia Department of Administrative Services DOT - The United States Department of Transportation 16.D.16.d Packet Pg. 1315 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 6 of 30 SPD-SP001 Final assembly - The bringing together of a significant number of individual components for the purpose of creating an end product. FTA - Federal Transit Administration, an agency of DOT FTA Compliant Vehicle – A vehicle that meets all FTA and Federal requirements to include Buy America Requirements that qualify the recipient to receive FTA funds FTA Non- Compliant Vehicle – A vehicle that does not meet all FTA and Federal requirements to include Buy America” requirements and that does not qualify the recipient to receive FTA funds Manufacture - The transformation of a component or group of subcomponents for the purpose of adding value to, improving, or creating a functionally different component. Performance test - An operational test for the vehicle when it is tested on an actual track to evaluate its performance. Post-delivery - The period during the procurement process beginning with the signing of a formal contract with the selected supplier. It includes the period of vehicle manufacturing, inspection, testing, and delivery. It ends with title transfer or the placement of the vehicles into revenue service, whichever is first. Pre-award - The period during the procurement process before the recipient enters into a formal contract with the supplier. Pre-Award and Post-Delivery Rule - The "Pre-Award and Post-Delivery Audits of Rolling Stock Purchases" Regulation, Title 49 of the Code of Federal Regulations, Part 663. Purchaser - The recipient. Recipient - A receiver of Federal financial assistance from the FTA. Review - An analysis conducted by the recipient that will result in a file containing the necessary certifications of compliance, including the Buy America certification, purchaser's requirements certification, and Federal Motor Vehicle Safety Standards (FMVSS) certification. Rolling stock - Transit vehicles, such as buses, vans, cars, railcars, locomotives, trolley cars and buses, ferry boats, and vehicles used on guideways and incline planes. Subcomponent - Any article, material, or supply that is one step removed from a component. Supplier(s) – company (ies) desiring to or currently doing business with the State of Georgia Any special terms or words which are not defined in this eRFP document or Attachment B, “Special Term Definitions”, may be identified separately in one or more attachments to the eRFP. Please download, save and carefully review all documents in accordance with the instructions provided in Section 2 “Instructions to Suppliers” of this eRFP. 1.8. Contract Term The initial term of the statewide contract(s) is one (1) calendar year from the date of execution. DOAS shall have four (4), one (1) year options to renew, which options shall be exercisable at the sole discretion of DOAS. Renewal will be accomplished through the issuance of a Notice of Award Amendment. In the event that the statewide contract, if any, resulting from the award of this eRFP shall terminate or be likely to terminate prior to the making of an award for a new contract; DOAS may, with the written consent of the awarded Supplier, extend the statewide contract for such period of time as may be necessary to permit the State’s continued supply of the identified products and/or services. The statewide contract may be amended in writing from time to time by mutual consent of the parties. Unless this eRFP states otherwise, the resulting award of the statewide contract does not guarantee any specific volume or a commitment of funds. 2. Instructions to Suppliers By submitting a response to the eRFP, the Supplier is acknowledging that the Supplier: 16.D.16.d Packet Pg. 1316 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 7 of 30 SPD-SP001 1. Has read the information and instructions, 2. Agrees to comply with the information and instructions contained herein. 2.1. General Information and Instructions 2.1.1. Team Georgia Marketplace™ Registration System DOAS requires all companies and/or individuals interested in conducting business with the State of Georgia to register in the State’s web-based registration system, through Team Georgia Marketplace™. Registration is free and enables the registering company to gain access to certain information, services and/or materials maintained in Team Georgia Marketplace™ at no charge to the registering company. All registering companies must agree to be bound by the applicable terms and conditions governing the Supplier’s use of Team Georgia Marketplace™. In the event DOAS elects to offer certain optional or premium services to registered companies on a fee basis, the registered company will be given the opportunity to either accept or reject the service before incurring any costs and still maintain its registration. Companies may register at: https://saofn.state.ga.us/psp/sao/SUPPLIER/ERP/?cmd=login 2.1.2. Restrictions on Communicating with Staff From the issue date of this eRFP until the final award is announced (or the eRFP is officially cancelled), Suppliers are not allowed to communicate for any reason with any State staff except through the Issuing Officer named herein, or during the Offerors’ conference, or as defined in this eRFP or as provided by existing work agreement(s). Prohibited communication includes all contact or interaction, including but not limited to telephonic communications, emails, faxes, letters, or personal meetings, such as lunch, entertainment or otherwise. DOAS reserves the right to reject the proposal of any Supplier violating this provision. 2.1.3. Submitting Questions All questions concerning this eRFP must be submitted in writing via email to the Issuing Officer identified in Section 1.6 “Issuing Officer” of this eRFP. No questions other than written will be accepted. No response other than written will be binding upon the State. All Suppliers must submit questions by the deadline identified in the Schedule of Events for submitting questions. Suppliers are cautioned that DOAS may or may not elect to entertain late questions or questions submitted by any other method than as directed by this section. All questions about this eRFP must be submitted in the following format: Company Name Question #1, Question narrative, Citation of relevant section of the eRFP Question #2, Question narrative, Citation of relevant section of the eRFP Do not use the comments section of the Sourcing Event to submit questions to the Issuing Officer. 2.1.4. Attending Bidders/Offerors’/ Conference The Offerors’ Conference or any other information session (as indicated in the schedule of events) will be held at the offices referred to in Section 1.5 “Schedule of Events” of this eRFP. Attendance is optional (not mandatory); although Suppliers are strongly encouraged to attend. The Supplier is strongly encouraged to allow ample travel time to ensure arrival in the conference meeting room prior to the beginning of any mandatory conference. DOAS reserves the right to consider any representative arriving late to be “not in attendance.” Therefore, all Suppliers are strongly encouraged to arrive early to allow for unexpected travel contingencies. 2.1.5. State’s Right to Request Additional Information - Supplier’s Responsibility Prior to award, DOAS must be assured that the selected Supplier(s) has all of the resources to successfully perform under the statewide contract. This includes, but is not limited to, adequate number of personnel with required skills, availability of appropriate equipment in sufficient quantity 16.D.16.d Packet Pg. 1317 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 8 of 30 SPD-SP001 to meet the ongoing needs of the State, financial resources sufficient to complete performance under the statewide contract, and experience in similar endeavors. If, during the evaluation process, DOAS or the State’s evaluation team is unable to assure itself of the Supplier’s ability to perform, if awarded, DOAS has the option of requesting from the Supplier any information deemed necessary to determine the Supplier’s responsibility. If such information is required, the Supplier will be so notified and will be permitted approximately seven (7) business days to submit the information requested. 2.1.6. Failing to Comply with Submission Instructions Responses received after the identified due date and time or submitted by any other means than those expressly permitted by the eRFP will not be considered. Suppliers’ responses must be complete in all respects, as required in each section of this eRFP. 2.1.7. Rejection of Proposals; State’s Right to Waive Immaterial Deviation DOAS reserves the right to reject any or all Supplier responses, to waive any irregularity or informality in a Supplier’s response, and to accept or reject any item or combination of items, when to do so would be to the advantage of the State of Georgia. It is also within the right of DOAS to reject responses that do not contain all elements and information requested in this eRFP. A Supplier’s response will be rejected if the response contains any defect or irregularity and such defect or irregularity constitutes a material deviation from the eRFP requirements, which determination will be made by DOAS on a case-by-case basis. 2.1.8. State’s Right to Amend and/or Cancel the eRFP DOAS reserves the right to amend this eRFP prior to the end date and time. Any time a change is made to the eRFP, the eRFP will be temporarily “un-posted” from the Team Georgia Marketplace™ to permit changes to be made. Then, once the revision is complete, a new “version” of the eRFP will be posted to the Team Georgia Marketplace™. The eRFP will possess the same solicitation number; however, the eRFP will contain a new version number. By submitting a response, the Supplier shall be deemed to have accepted all terms and agreed to all requirements of the eRFP (including any revisions/additions made in writing prior to the close of the eRFP whether or not such revision occurred prior to the time the Supplier submitted its response) unless expressly stated otherwise in the Supplier’s response. THEREFORE, EACH SUPPLIER IS INDIVIDUALLY RESPONSIBLE FOR REVIEWING THE REVISED eRFP AND MAKING ANY NECESSARY OR APPROPRIATE CHANGES AND/OR ADDITIONS TO THE SUPPLIER’S RESPONSE PRIOR TO THE CLOSE OF THE eRFP. Suppliers are encouraged to frequently check the GPR for additional information. Finally, DOAS reserves the right to cancel this eRFP at any time. 2.1.9. Protest Process Suppliers should familiarize themselves with the procedures set forth in Chapter 6 of the Georgia Procurement Manual. 2.1.10. Costs for Preparing Proposals Each Supplier’s response should be prepared simply and economically, avoiding the use of elaborate promotional materials beyond those sufficient to provide a complete presentation. The cost for developing the Supplier’s response and participating in the procurement process (including the protest process) is the Supplier’s sole responsibility. The State will not provide reimbursement for such costs. 2.1.11. ADA Guidelines The State of Georgia adheres to the guidelines set forth in the Americans with Disabilities Act. Suppliers should contact the Issuing Officer at least one day in advance if they require special arrangements when attending the Offerors Conference. The Georgia Relay Center at 1-800-255- 16.D.16.d Packet Pg. 1318 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 9 of 30 SPD-SP001 0056 (TDD Only) or 1-800-255-0135 (Voice) will relay messages, in strict confidence, for the speech and hearing impaired. 2.1.12. Public Access to Procurement Records Solicitation opportunities will be publicly advertised as required by law and the provisions of the Georgia Procurement Manual. The State Purchasing Act delays the release of certain procurement records in the event the public disclosure of those records prior to the State’s public announcements of the results of a solicitation would undermine the public purpose of obtaining the best value for the State such as cost estimates, proposals/bids, evaluation criteria , Supplier evaluations, negotiation documents, offers and counter-offers, and certain records revealing preparation for the procurement. The State Purchasing Act requires bids and proposals to be available for public inspection, upon request, within one business day of the State’s posting of the Notice of Intent to Award (or the Notice of Award in the event the State does not issue the Notice of Intent to Award). Audited financial statements not otherwise publicly available but required to be submitted in the proposal or offer shall not be subject to public disclosure. The State is allowed to assess a reasonable charge to defray the cost of reproducing documents. A state employee should be present during the time of on-site inspection of documents. PLEASE NOTE: Even though information (financial or other information) submitted by a Supplier may be marked as "confidential", "proprietary", …etc., the State will make its own determination regarding what information may or may not be withheld from disclosure. 2.1.13. Registered Lobbyists By submitting a response to this eRFP, the Supplier hereby certifies that the Supplier and its lobbyists are in compliance with the Lobbyist Registration Requirements in accordance with the Georgia Procurement Manual. 2.2. Submittal Instructions Listed below are key action items related to this eRFP. The Schedule of Events in Section 1.5 identifies the dates and time for these key action items. This portion of the eRFP provides high-level instructions regarding the process for reviewing the eRFP, prepari ng a response to the eRFP and submitting a response to the eRFP. Suppliers are required to access, print and utilize the training materials identified in Section 2.2.1 “Team Georgia Marketplace™” of this eRFP to ensure the Supplier successfully submit a response to this eRFP. 2.2.1. eRFP Released The release of the eRFP is formally communicated through the posting of this eRFP as an event in the Team Georgia Marketplace™ and by a public announcement posted to the Georgia Procurement Registry, which is accessible online as follows: http://ssl.doas.state.ga.us/PRSapp/PR_index.jsp . This eRFP is being conducted through Team Georgia Marketplace™, an online, electronic tool, which allows a Supplier to register, logon, select answers and type text in response to questions, and upload any necessary documents. Team Georgia Marketplace™ permits a Supplier to build and save a response over time until the Supplier is ready to submit the completed response. Each Supplier interested in competing to win a contract award must complete and submit a response to this eRFP using Team Georgia Marketplace™. Therefore, each Supplier MUST carefully review the instructions and training information from the following link for a comprehensive overview of the functionality of Team Georgia Marketplace™: http://doas.ga.gov/state-purchasing/purchasing-education-and-training/supplier-training 2.2.2. eRFP Review The eRFP (or “Sourcing Event”) consists of the following: this document, entitled “Electronic Request for Proposal (eRFP), Public Mass Transit & Transportation Vehicles and Related 16.D.16.d Packet Pg. 1319 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 10 of 30 SPD-SP001 Equipment and Accessories (Attachment A), and any and all information included in the Sourcing Event, as posted online on Team Georgia Marketplace™, including any and all documents provided by DOAS as attachments to the Sourcing Event or links contained within the Sourcing Event or its attached documents. Please carefully review all information contained in the Sourcing Event, including all documents available as attachments or available through links. Any difficulty accessing the Sourcing Event or opening provided links or documents should be reported imm ediately to the Issuing Officer (See Section 1.6) and/or the Help Desk (Section 2.2.8). Attached documents may be found as follows: 1. First, documents may be provided at the “header” level of the Sourcing Event. Please select “View/Add General Comments & Attachments”, which appears at the top of the screen of the Event under the “Event Details” Section. Next, by selecting “View Event Attachments”, the Supplier may open and save all of the available documents. In this location, the Supplier is most likely to find this document (Statewide eRFP Document) as well as the worksheets referenced in Section 4 “eRFP Proposal Factors”, such as the Program Requirement Document, Supplier General Information Worksheet, Mandatory Response Worksheet, the Mandatory Scored Requirements, and the Additional Scored Responses. Please thoroughly review all provided attachments. 2. Second, documents may also be provided at the “line detail” level of the Event. Please navigate to “Step 2: Enter Line Bid Responses”, which appears towards the bottom of the screen of the Sourcing Event. Please access any provided documents as follows: a. First Method: i. To the right of each line appearing under Step 2, the Event contains a “Bid” link. By selecting the “Bid” link, the Supplier will navigate to a new page of the Event. ii. On this new page, the Supplier can select “View/Add Question Comments and Attachments” to locate attached documents. b. Second Method: i. To the right of each line appearing under Step 2, the Event contains a “Line Comments/Files” icon (appears as a bubble with text). By selecting the “Line Comments/Files” icon, the Supplier will navigate to a new page of the Event. ii. On this new page, the Supplier can locate attached documents. In this location, the Supplier is also most likely to find the cost worksheet (as defined by Section 5 “Cost Proposal”) as well as any other documents related to the identified line items. Please thoroughly review all provided attachments. 2.2.3. Preparing a Response As noted earlier, Team Georgia Marketplace™ allows the Supplier to answer questions by entering text and numeric responses. In addition, as noted in Section 2.2.4 “Uploading Forms”, the Supplier may also provide information by uploading electronic files. When preparing a response, the Supplier must consider the following instructions: 1. Use the provided worksheets to prepare your response. Enter your responses directly into the worksheet. Unless otherwise directed, do not insert “see attached file” (or similar statements) in the worksheet to reference separate documents. 2. Answer each question in sufficient detail for evaluation while using judgment with regards to the length of response. 3. Proofread your response and make sure it is accurate and readily understandable. 4. Label any and all uploaded files using the correspon ding section numbers of the eRFP or any other logical name so that DOAS can easily organize and navigate the Supplier’s response. 5. Use caution in creating electronic files to be uploaded. If DOAS is unable to open an electronic file due to a virus or because the file has become corrupted, the Supplier’s response may be considered incomplete and disqualified from further consideration. 16.D.16.d Packet Pg. 1320 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 11 of 30 SPD-SP001 6. Use commonly accepted software programs to create electronic files. DOAS has the capability of viewing documents submitted in the following format: Microsoft Word or WordPad, Microsoft Excel, portable document format file (PDF), and plain text files with the file extension noted in parentheses (.txt). Unless the eRFP specifically requests the use of another type of software or file format than those listed above, please contact the Issuing Officer prior to utilizing another type of software and/or file format. In the event DOAS is unable to open an electronic file because DOAS does not have ready access to the software utilized by the Supplier, the Supplier’s response may be considered incomplete and disqualified from further consideration. 7. Continue to save your response until the response is ready to be submitted. Select the “Save for Later” button at the top of the page under “Event Details” of the Event. 2.2.4. Uploading Forms Once the Supplier is ready to upload electronic files (completed forms or worksheets, product sheets, etc.), please follow the directions within the eRFP to upload these documents in the proper location. There are three places to upload completed documents: 1. First, the “View/Add General Comments & Attachments” link contains a place for the Supplier to upload all of the documents and worksheets which were provided by DOAS under the “View Event Attachments” link. Once the Supplier has completed the Event Attachments, the Supplier can then select “Add New Attachments” to upload the completed documents. The Supplier can upload as many documents as necessary in this section of the Sourcing Event. 2. Second, the Supplier can also upload documents in response to each question or bid factor which appears on the main page of the Sourcing Event, which appears below the “View/Add General Comments & Attachments” link of the Sourcing Event. To the right of each question or bid factor, the Supplier can select the “Add Comments or Attachments” link to either enter a written response or upload an electronic document in response to the question or b id factor. After selecting “Add Comments or Attachments”, the Supplier should select “Upload” under the “Add New Attachments” section to browse and upload an electronic file. 3. Third, the Supplier can also upload documents in the bottom portion of the Sourcing Event where pricing is requested. After selecting the comment bubble icon, the Sourcing Event allows the Supplier to select “Upload” in order to include an attachment as part of the Supplier’s response. In the alternative, the Supplier can also select the link “Bid”, which also appears to the right of any line items provided in the “Enter Line Bid Responses” portion of the Event. After selecting the “Bid” link, the Supplier can select “View/Add Question Comments and Attachments” to upload a document. 2.2.5. Reviewing the Response Prior to Submission Each Supplier is responsible for ensuring all questions have been answered appropriately and that all necessary documents have been uploaded. Prior to final submission of your response, please review the following checklist: 1. Please review and confirm that the Supplier has answered all questions appropriately. Many questions require a “yes” or “no” response. Please ensure that the correct response has been selected. 2. Please review and confirm that the most competitive response has been provided. 3. Please confirm that all necessary files have been uploaded. 4. Please select the “Validate Entries” button under “Event Details” at the top portion of the Event. While the “Validate Entries” feature cannot verify whether the Supplier has attached files, attached the correct files, or entered the correct responses, the “Validate Entries” feature will alert the Supplier if one or more questions in the “Event Questions” section of the Event have not been answered. The “Validate Entries” feature is a useful tool; however, it is no substitute for careful preparation and review by the Supplier. The State will not consider 16.D.16.d Packet Pg. 1321 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 12 of 30 SPD-SP001 the Supplier’s use of the “Validate Entries” feature as an excuse for an error committed by the Supplier in the preparation of their response. 2.2.6. Submitting the Completed Response/Bid Once the completed response has been reviewed by the Supplier, click the "Submit Bid" button at the top of the page under the “Event Details” section of the Event. Any information entered by a Supplier into Team Georgia Marketplace™ but not submitted prior to the submission deadline will not be released to DOAS and will not be considered for award. Only after the Supplier selects the “Submit Bid” button, will the response to the eRFP be sent electronically, time stamping the Supplier’s response and sending a confirmation email to the email address of the Supplier. Please note that submission is not instantaneous; therefore, each Supplier must allow ample time for its response to be submitted prior to the deadline. 2.2.7. Reviewing, Revising or Canceling a Submitted Response After the response has been submitted, the Supplier may view and/or revise its response by logging into Team Georgia Marketplace™ and selecting the eRFP event number and the “View/Edit” feature for the Supplier’s previous response. Please take note of the following: 1. REVIEW ONLY. In the event the Supplier only wishes to view a submitted response, the Supplier may select “View/Edit”. Once the Supplier has finished viewing the response, the Supplier may simply exit the screen. DO NOT SELECT “Save for Later”. Team Georgia Marketplace™ recognizes any response placed in the “Save for Later” status as a work in progress and withdraws the originally submitted bid. As a result, unless the Supplier selects “Submit” prior to the closing date and time, no response will be transmitted through the system. 2. REVIEW AND REVISE. In the event the Supplier desires to revise a previously submitted response, the Supplier may select “View/Edit” and then revise the response. If the revisions cannot be completed in a single work session, the Supplier should save its progress by selecting “Save for Later.” Once revisions are complete, the Supplier MUST select “Submit” to submit its corrected response. Please permit adequate time to revise and then resubmit the response. Please note submission is not instantaneous and may be affected by several events, such as the Supplier temporarily losing a connection to the Internet. AS EACH SUPPLIER IS SOLELY RESPONSIBLE FOR RESUBMITTING ITS RESPONSE PRIOR TO THE eRFP CLOSE DATE AND TIME TO ENSURE THE RESPONSE MAY BE CONSIDERED BY DOAS, PLEASE USE CAUTION IN DECIDING WHETHER OR NOT TO MAKE REVISIONS. The State will assume no responsibility for a Supplier’s inability to correct errors or otherwise make revisions to the submitted response or the Supplier’s inability to resubmit a response prior to the eRFP close date and time. 3. WITHDRAW/CANCEL. In the event the Supplier desires to revise a previously submitted response, the Supplier may select “View/Edit” and then select “Save for Later”. Team Georgia Marketplace™ recognizes any response placed in the “Save for Later” status as a work in progress and withdraws the originally submitted bid. As a result, unless the Supplier selects “Submit” prior to the closing date and time, no response will be transmitted through the system. In the event a Supplier desires to withdraw its response after the closing date and time, the Supplier must submit a request in writing to the Issuing Officer. 2.2.8. Help Desk Support For technical questions related to the use of Team Georgia Marketplace™, Suppliers have access to phone support through the DOAS Customer Service Help Desk at 404-657-6000, Monday through Friday 8:00 AM to 5:00 PM excluding State Holidays or any other day state offices are closed such as furlough days or closings in response to inclement weather. Suppliers can also email questions to: ProcurementHelp@doas.ga.gov. 16.D.16.d Packet Pg. 1322 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 13 of 30 SPD-SP001 3. General Business Requirements This section contains general business requirements. By submitting a response, the Supplier is certifying its agreement to comply with all of the identified requirements of this Section 3 and that all costs for complying with these general business requirements are included in the Supplier’s submitted pricing. 3.1. Periodic Performance/Sales Reports If selected for award, the Supplier shall submit the following management reports to the DOAS identified Contract Administrator. All reports shall be provided by the Supplier in electronic format. All electronic reports must be submitted in Microsoft Excel or Microsoft Access format. Reports should include the ability to sort/summarize by account. The Supplier agrees to provide all data requested in a flat file format as designated by DOAS’ Contract Administrator. Quarterly Sales Reports Statewide sales by customer account number and t ype of customer: State Agency, Local Entity or Other, in addition (but not limited) to the following information: product number, product description, manufacturer name, NIGP code, merchandise class code/indicator, quantity ordered, list price, unit price, and total spend The information must be provided in excel file format in accordance with Attachment J. Reports will be submitted quarterly in accordance with due dates established in the table in Section 3.5(a) of the eRFP. Ad Hoc Report(s) Supplier may be required to provide Ad Hoc reports to DOAS from time to time, based on unique data request associated with the sale of products/services awarded under any resultant contract. DOAS will work with the Supplier to identify the specific informational items needed and the physical format of the report. 3.2. Annual Business Review Meetings If selected for award, the Supplier must participate in Business Review ("BR") meeting with DOAS at least annually. During the BR meetings, the Supplier will present a written and oral status to DOAS regarding all work orders/purchase orders (including date and value). The BR meeting will also focus on the status of service level agreements and key performance indicators agreed to by Supplier and DOAS. The BR meeting may involve, but not be limited to, the following: review of the Supplier’s performance and submitted reports, identification of areas of improvement to be addressed, review of the previous quarter's sales statistics, strategies to grow sales volume, development/monitoring of a Supplier service "scorecard." 3.3. Virtual Catalog Team Georgia Marketplace™ Virtual Catalog In June 2008, DOAS entered into a multi-year agreement with SciQuest, Inc. whereby SciQuest will provide certain electronic catalog hosting and management services to enable state customers to access a central online website to view and/or shop the goods and services available from existing statewide contracts as further described in that agreement. The central online website is referred to as Team Georgia Marketplace™ and the catalog site is referred to as the Virtual Catalog. Supplier’s Interface with the Virtual Catalog To be eligible for contract award, the Supplier must agree to cooperate with DOAS and SciQuest (and any authorized agent or successor entity to SciQuest) in the event DOAS selects this statewide contract to be exhibited on the Virtual Catalog. At a minimum, the Supplier agrees to the following: 1. Supplier agrees, upon DOAS’ written request, to deliver within thirty (30) days’ of such request either (1) a hosted catalog or (2) punch-out catalog. Supplier will cooperate with DOAS and SciQuest to create a schedule to enable the integration of the Supplier’s statewide contract offering into the Virtual Catalog within this thirty (30) day time period. 2. Supplier will join the SciQuest Supplier Network (SQSN) and will have the option of using the SciQuest’s Supplier Portal to extract the Supplier’s catalog and pricing, upload products, pricing and images into the SciQuest system, and view reports on catalog spend and product/pricing freshness. The Supplier can receive orders through electronic delivery or through low-tech options such as e-mail 16.D.16.d Packet Pg. 1323 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 14 of 30 SPD-SP001 and fax. More information about the SQSN can be found at: www.sciquest.com or call the SciQuest Supplier Network Services team at 919-659-2152. 3. Supplier will support use of the United Nations Standard Product and Services Code (UNSPSC). UNSPSC versions that must be adhered to are driven by SciQuest for the Suppliers and are upgraded every year. The State of Georgia reserves the right to migrate to future versions of the UNSPSC and the Supplier will be required to support the migration effort. All line items, goods or services provided under the resulting statewide contract must be associated to a UNSPSC code. All line items must be identified at the most detailed UNSPSC level indicated by segment, family, class and commodity. More information about the UNSPSC is available at: http://www.unspsc.org and http://www.unspsc.org/faqs#How . 4. DOAS will decide which of the catalog structures (either hosted or punch-out as further described below) will be provided by the Supplier. Whether hosted or punch-out, the catalog must be strictly limited to the Supplier’s awarded contract offering (e.g. products and/or services not authorized through the resulting statewide contract should not be viewable by User Agencies). a. Hosted Catalog. By providing a hosted catalog, the Supplier is providing a list of its products/services and pricing in an electronic data file in a format acceptable to SciQuest, such as Tab Delimited Text files. In this scenario, the Supplier must submit updated electronic data from time to time to DOAS to maintain the most up-to-date version of its product/service offering under the statewide contract in the Virtual Catalog. b. Punch-Out Catalog. By providing a punch-out catalog, the Supplier is providing its own online catalog, which must be capable of being integrated with the Virtual Catalog as follows: Standard punch-in via Commerce eXtensible Markup Language (cXML). In this scenario, the Supplier ensures its online catalog marketplace is up-to-date by periodically updating the offered products/services and pricing listed on its online catalog. If awarded multiple contracts, Supplier agrees to maintain a single Punchout site and be able to provide the appropriate contract id on each item returned to SciQuest. The site must also return detailed UNSPSC codes (as outlined in line 3) for each line item. 5. Minimum Requirements: Whether the Supplier is providing a hosted catalog or a punch-out catalog, the Supplier agrees to meet the following requirements: a. Catalog must contain the most current pricing, including all applicable administrative fees and/or discounts, as well as the most up-to-date product/service offering the Supplier is authorized to provide in accordance with the statewide contract; and b. The accuracy of the catalog must be maintained by Supplier throughout the duration of the statewide contract between the Supplier and DOAS; and c. The Catalog must include a State-specific contract identification number; and d. The catalog must include detailed product/service line item descriptions; and e. The catalog must include pictures when possible;* and f. The catalog must include any additional DOAS content requirements.** 6. Revising Pricing and Product Offerings: Any revisions (whether an increase or decrease) to pricing or product/service offerings (new products/services, altered SKUs, … etc.) must be pre-approved by DOAS and will be subject to any other applicable restrictions with respect to the frequency or amount of such revisions. However, no statewide contract showcased in the Virtual Catalog may include price changes on a more frequent basis than once per quarter. The following conditions apply with respect to hosted catalogs: a. Updated pricing files are required by the 1st of the month and will go into effect in the Virtual Catalog on the 1st day of the following month (i.e. file received on 12/01/13 would be effective in the Virtual Catalog on 01/01/14). Files received after the 1st of the month may be delayed up to a month (i.e. file received on 11/06/13 would be effect in the Virtual Catalog on 1/01/14). b. DOAS-approved price changes are not effective until implemented within the Virtual Catalog. Errors in the Supplier’s submitted pricing files will delay the implementation of the price changes in the Virtual Catalog. 7. Supplier must be able to accept Purchase Orders via fax, e-mail, cXML or EDI INT AS 12. 16.D.16.d Packet Pg. 1324 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 15 of 30 SPD-SP001 a. For Purchase Orders received via email, the Supplier must provide a dedicated email address (i.e. orders@company.com) that is monitored during normal business hours. b. The Supplier is required to provide positive confirmation via phone or email within 24 hours of the Supplier’s receipt of the Purchase Order. If the Purchasing Order is received after 3pm EST on the day before a weekend or holiday, the Supplier must provide positive confirmation via phone or email on the next business day. 8. Supplier agrees that DOAS controls which contracts appear on the Virtual Catalog and that DOAS may elect at any time to remove any Supplier’s offering from the Virtual Catalog. *Details regarding the submission of image files and catalog content will be discussed during the enablement process; however, the following represents key information regarding the submission of product image files: o Provide URL links to the product images (preferred method) or actual image files (in gif, jpeg and other commonly used formats) for all of the items in the Supplier’s catalog that will be hosted by the Virtual Catalog. These images are displayed to the customer directly in search results as well as in the product details window. o Provide the actual image files in a ‘zip archive’. Please go to www.winzip.com to download the WinZip® application that is needed to create such an archive as well as additional details about using WinZip® application. o Provide only one image per product. o Color pictures are preferred; however, black and white pictures or drawings are acceptable if this is the current standard for the Supplier’s business marketing. o Please note the Virtual Catalog prefers jpg format for image files (280X280 pixels) although images in many other formats are accepted. ▪ When an image is in jpg format, it is resized to 280X280 pixels, if necessary, to maintain a consistent appearance for the Virtual Catalog. ▪ When an image is in a format other than jpg, it will be converted to jpg and resized to 280X280 pixels to maintain a consistent appearance for the Virtual Catalog. o As products change, updated image files must be submitted to update the Virtual Catalog. o Provide a corporate logo image in the following sizes. Logo will be used for display on the Supplier/Contract profile. o 30 pixels (H) x 70 pixels (W) o 50 pixels (H) x 115 pixels (W) o 300 pixels (H) x 200 pixels (W) In rare instances where an image is not available, SciQuest and DOAS will work with the Supplier to determine the best solution for advertising the Supplier’s offering. ** Existing Suppliers in the SQSN normally host one (1) general product catalog that is made available for all customers. This avoids duplication of effort for the Supplier and brings improvements to the catalog to all customers at once. It is rare that individual customers have needs that are not also required by others. SciQuest does not prohibit ‘private’ catalogs, but recommends review of requirements with the Supplier enablement consultants and the Suppliers in question first. Although Suppliers in the SQSN normally submit one (1) catalog, it is possible to have multiple contracts applicable to different Georgia agencies. For example, a Supplier may have different pricing for state government agencies and Board of Regents institutions. Suppliers have the ability and responsibility to submit separate contract pricing for the same catalog if applicable. The system will deliver the appropriate contract pricing to the person viewing the catalog. In the event DOAS selects this statewide contract to be included on the Virtual Catalog, SciQuest’s technical documentation will be provided to the Supplier after (1) the Supplier has been formally invited by DOAS to join the Virtual Catalog and (2) the Supplier has joined the SciQuest Supplier network and signed up for SciQuest’s Supplier Portal. These services will be provided by SciQuest at no additional cost to the Supplier. Supplier agrees that Supplier’s statewide contract pricing includes any and all costs to the Supplier in complying with these provisions. 16.D.16.d Packet Pg. 1325 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 16 of 30 SPD-SP001 The Board of Regents and select colleges currently maintain separate instances of certain statewide contracts through SciQuest. In the event Board of Regents or one or more colleges elects to publish the resulting statewide contract in the board/college’s SciQuest catalog, the awarded Supplier agrees to work in good faith with the board/college to implement the catalog. DOAS does not anticipate that this will require additional efforts by the awarded Supplier; however, the Supplier agrees to take commercially reasonable efforts to enable such separate SciQuest catalogs or related integrations (i.e., electronic order submission, e-invoicing, …etc.). Suppliers are welcome to submit questions regarding this requirement during the Q&A period and/or during the Offerors’ Conference. 3.4. Administrative Fee Pursuant to O.C.G.A. Section 50-5-51(10), DOAS has the authority to collect moneys, rebates, or commissions payable to the State that are generated by supply contracts established pursuant to O.C.G.A. Section 50-5-57. For this statewide contract, DOAS requires each Supplier to pay to DOAS an administrative fee on all sales pursuant to the resulting statewide contract. The administrative fee amount for this statewide contract is one percent (1%) EACH SUPPLIER MUST SUBMIT PRICING IN ITS COST PROPOSAL WHICH INCLUDES THE IDENTIFIED PERCENT ADMINISTRATIVE FEE (HEREINAFTER, “THE FEE”) BUILT INTO THE SUBMITTED PRICING. All Suppliers must agree that the Fee will not be identified separately from the product and/or service pricing offered to Authorized Users wherev er that pricing may appear (website, catalog, invoices, …etc.). Section 3.4 (a) of the eRFP, which is incorporated in the State of Georgia Statewide Contract document, contains due dates for both quarterly sales report and administrative fees (3) The Quarterly Sales Report must be received by DOAS twenty (20) days after the end of the Fiscal Quarter through submission within the Supplier Portal of Team Georgia Marketplace, and the Fees must be received as a response to an invoice generated by DOAS between the time of receipt of the invoice and forty-five (45) days after the end of the fiscal quarter as defined by the table below:” At the end of each state fiscal quarter as defined above, Supplier shall prepare the Quarterly Sales Report and submit the file through the Supplier Portal of Team Georgia Marketplace, including the Supplier’s most up-to-date Invoice Contact Name (Billing Contact), Supplier Billing Address, and Supplier Billing E-Mail. In the event that no sales have occurred, the Supplier must complete and submit the Quarterly Sales Report, indicating that no sales have occurred, and submit the file through Supplier Portal of Team Georgia Marketplace. No later than the date identified above as the “Supplier’s Payment Due Date” for each fiscal quarter, the Supplier shall remit a payment of fees to DOAS in response to a DOAS generated invoice, through one of the following methods” (1) For Check payments (least preferred): Supplier shall rem it the check together with the Quarterly Sales Report to: Departm ent of Adm inistrative Services Finance & Adm inistration Division DOAS’ Fiscal Quarters Months Supplier’s Quarterly Sales Report Due Date Supplier’s Payment Due Date (In Response to DOAS generated Invoice) Quarter 1 July 1st – September 30th October 20th November 15th Quarter 2 October 1st – December 31st January 20th February 15th Quarter 3 January 1st – March 31st April 20th May 15th Quarter 4 April 1st – June 30th July 20th August 15th ----- ----- ----- 30 calendar days following the termination of this Statewide Contract for any reason 16.D.16.d Packet Pg. 1326 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 17 of 30 SPD-SP001 200 Piedm ont Avenue, S.E. Suite 1820, W est Tower Atlanta, Georgia 30334-9010 Supplier shall also subm it a copy of the sales report to the address above and a second copy of the Quarterly Sales Report and evidence of payment to the DOAS Issuing Officer. By subm ission of these reports and corresponding Supplier pa ym ents, Supplier is certif ying their c orrectness. b. Auditing and Contract Close Out. All sales reports and Fee payments shall be subject to audit by the State. Supplier shall maintain books, records and documents which sufficiently and properly document and calculate all charges billed to the State and all Fees throughout the term of the statewide contract for a period of at least five (5) years following the date of final payment or completion of any required audit, whichever is later. Supplier shall permit the Auditor of the State of Georgia or any authorized representative of the State, and where federal funds are involved, the Comptroller General of the United States, or any other authorized representative of the United States government, to access and examine, audit, excerpt and transcribe any directly pertinent books, documents, papers, electronic or optically stored and created records or other records of the Supplier relating to orders, invoices or payments or any other documentation or materials pertaining to the statewide contract, wherever such records may be located during normal business hours. Supplier shall not impose a charge for audit or examination of the Supplier’s books and records. If an audit discloses incorrect billings or improprieties, the State reserves the right to charge the Supplier for the cost of the audit and appropriate reimbursement. Evidence of criminal conduct will be turned over to the proper authorities. In no event shall Supplier retain any amount of money in excess of the compensation to which Supplier is entitled and all Fees owed DOAS shall be paid within thirty (30) calendar days of termination of the statewide contract for any reason. c. Modifying or Canceling the Fee. DOAS reserves the right to modify and/or cancel the Fee at any time. Supplier shall immediately amend the statewide contract pricing to reflect any modification or cancellation of the Fee by DOAS. In addition, DOAS reserves the right to revise collection and reporting requirements in conjunction with implementation of an on-line procurement system. d. Late Payment Fee. In the event DOAS does not receive the Supplier’s payment of the Fees on or before the Supplier’s Payment Due Date, the parties agree the Supplier must pay DOAS interest on the overdue Fees at a rate of eighteen percent (18%) per annum. Interest will be calculated as follows: (Administrative Fee Amount Due) x (18%) = X X / 365 (366 for leap years) = Y Y x (Number of Days Payment is Late) = Interest Owed For the purposes of this provision, payment of the Fees shall be considered received by DOAS on (1) the date of DOAS’ receipt of the EFT or credit card payment confirmation or (2) the date DOAS receives the envelope containing a check for the correct amount of the administrative fee. In the event the Supplier does not submit full payment of the Fees owed, interest shall only be applicable to the portion of the Fees which is outstanding. In the event the Supplier makes an error and overpays, the Supplier is responsible for alerting DOAS in writing of the Supplier’s discovery of the overpayment. DOAS will confirm whether an overpayment has occurred and refund the overpayment amount to the Supplier no later than thirty (30) days’ following DOAS’ receipt of written notice of the overpayment. DOAS will have no responsibility for interest or any other fees with respect to Supplier’s overpayment of Fees. 16.D.16.d Packet Pg. 1327 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 18 of 30 SPD-SP001 e. Default. THE SUPPLIER’S RESPONSIBILITY TO COLLECT AND REMIT THE ADMINISTRATIVE FEE ON BEHALF OF DOAS IS A SERIOUS RESPONSIBILITY AS THE SUPPLIER IS HANDLING STATE FUNDS. Accordingly, failure to comply with these contractual requirements shall constitute grounds for declaring Supplier in default and recovering procurement costs from Supplier in addition to all outstanding Fees and interest. 3.5. Standard Insurance Requirements If awarded a contract, the Supplier shall procure and maintain insurance which shall protect the Supplier and the State of Georgia (as an additional insured) from any claims for bodily injury, property damage, or personal injury covered by the indemnification obligations set forth in the st atewide contract attached to this solicitation throughout the duration of the statewide contract. The Supplier shall procure and maintain the insurance policies described below at the Supplier’s own expense and shall furnish DOAS an insurance certificate listing the State of Georgia as certificate holder and as an additional insured. The insurance certificate must document that the Commercial General Liability insurance coverage purchased by the Supplier includes contractual liability coverage applicable to the statewide contract. In addition, the insurance certificate must provide the following information: the name and address of the insured; name, address, telephone number and signature of the authorized agent; name of the insurance company (authorized to operate in Georgia); a description of coverage in detailed standard terminology (including policy period, policy number, limits of liability, exclusions and endorsements); and an acknowledgment of notice of cancellation to DOAS. The Supplier is required to maintain the following insurance coverage’s during the term of the statewide contract: 1) Workers Compensation Insurance (Occurrence) in the amounts of the statutory limits established by the General Assembly of the State of Georgia (A self-insurer must submit a certificate from the Georgia Board of Workers Compensation stating that the Supplier qualifies to pay its own workers compensation claims.) In addition, the Supplier shall require all subcontractors occupying the premises or performing work under the statewide contract to obtain an insurance certificate showing proof of Workers Compensation Coverage with the following minimum coverage: Bodily injury by accident - per employee $100,000; Bodily injury by disease - per employee $100,000; Bodily injury by disease – policy limit $500,000. 2) Commercial General Liability Policy with the following minimum coverage: Each Occurrence Limit $1,000,000 Personal & Advertising Injury Limit $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Ops. Aggregate Limit $ 2,000,000 3) Automobile Liability: Combined Single Limit $1,000,000 4) Errors and Omissions Limit $10,000,000 5) Commercial Umbrella Limit $2,000,000 The foregoing policies shall contain a provision that coverage afforded under the policies will not be canceled, or not renewed or allowed to lapse for any reason until at least thirty (30) days prior written notice has been given to DOAS. Certificates of Insurance showing such coverage to be in force shall be filed with DOAS prior to commencement of any work under the statewide contract. The foregoing policies sh all be obtained from insurance companies licensed to do business in Georgia and shall be with companies acceptable to DOAS, which must have a minimum A.M. Best rating of A-. All such coverage shall remain in full force and effect during the term and any r enewal or extension thereof. Within ten (10) business days of award, the awarded Supplier must procure the required insurance and provide DOAS with two (2) Certificates of Insurance. Certificates must reference the contract number. The Supplier’s submitted pricing must include the cost of the required insurance. No contract performance shall occur unless and until the required insurance certificates are provided. 16.D.16.d Packet Pg. 1328 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 19 of 30 SPD-SP001 3.7. Proposal Certification By responding to this solicitation, the Supplier understands and agrees to the following: 1. That this electronically submitted proposal constitutes an offer, which when accepted in writing by DOAS, and subject to the terms and conditions of such acceptance, will constitute a valid and binding contract between the undersigned and DOAS; and 2. That the Supplier guarantees and certifies that all items included in the Supplier’s response meet or exceed any and all of the solicitation’s identified specifications and requirements except as expressly stated otherwise in the Supplier’s proposal; and 3. That the technical and cost proposals submitted by the Supplier shall be valid and held open for a period of one hundred and twenty (120) days from the final solicitation closing date and that the proposals may be held open for a lengthier period of time subject to the Supplier’s consent; and 4. That this proposal response is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a proposal response for the same materials, supplies, equipment, or services and is in all respects fair and without collusion or fraud. Supplier understands and agrees that collusive bidding is a violation of state and federal law and can result in fines, prison sentences, and civil damage awards . Supplier is REQUIRED to provide a completed Certificate of Non-Collusion (Attachment R) as part of their response to this eRFP and 5. That the provisions of the Official Code of Georgia Annotated, Sections 45 -10, Article 2, Conflicts of Interest et seq. have not been violated and will not be violated in any respect. 4. eRFP Proposal (Bid) Factors This section contains the detailed technical requirements, bid factors and related services for this Sourcing Event. Suppliers are required to download, complete and then upload the Worksheets titled “Mandatory Response Worksheet (Attachment D), Mandatory Scored Response Worksheet (Attachment E), and Additional Scored Response Worksheet (Attachment F) found as attachments in the Sourcing Event. Unless requested otherwise, all responses must be provided within the Excel worksheets and not as a separately attached document. Except as otherwise indicated, all requested forms and documents must be submitted electronically via the sourcing tool as an uploaded document to the Supplier’s response. These worksheets together with any and all other documents submitted in response to Section 4 of this eRFP will be considered the Supplier’s technical proposal. DOAS has determined that it is best to define its own needs, desired operating objectives, and desired operating environment. DOAS will not tailor these needs to fit particular solutions Suppliers may have available; rather, the Suppliers shall propose to meet DOAS’ needs as defined in this eRFP. All claims shall be subject to demonstration. Suppliers are cautioned that conditional proposals, based upon assumptions, may be deemed non-responsive. 4.1. Technical Proposal Introduction All of the items described in this section are service levels and/or terms and conditions that the State expects to be satisfied by the selected Supplier(s). Each Supplier must indicate its willingness and ability to satisfy these requirements in the appropriate worksheets or as otherwise indicated. 4.2. Supplier General Information This information is collected electronically through responses to Bid Factors in this eRFP. 4.3. Mandatory Requirements Mandatory requirements are defined in one or more of the following ways: (1) Requirements stated in this eRFP document (reference Sections 2, 3 & 7) (2) Requirements contained in the Special Terms and Conditions Related to FTA Vehicles (Attachment C) (3) Requirement contained in the Mandatory Response Worksheet (Attachment D) (4) Requirements contained in the Mandatory Scored Response Worksheet (Attachment E) (5) FTA Master Agreement for FTA vehicles. (Attachment L) (6) FTA Requirements and Clauses for FTA vehicles. (Attachment M) 16.D.16.d Packet Pg. 1329 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 20 of 30 SPD-SP001 (7) Other Bid Factors expressed as questions within the TGM Sourcing Event or otherwise stated in this Section 4.3.1. Mandatory Response Worksheet Each Supplier must complete all of the requested information in the attached file entitled Mandatory Response Worksheet (Attachment D). As specified with each requirement listed in the Mandatory Response Worksheet, the Supplier must indicate whether their proposal meets the individual requirements by marking either a "YES" or "NO" in the response block provided. In addition to providing a “YES” or “NO” response, Suppliers may be required to provide supporting materials (i.e. affidavits, certifications, …etc.) via attached files, as specified by each individual question/requirement. Suppliers are required to specify a filename in Column E of the worksheet to properly identify electronic files containing supporting materials/information provided in response to this eRFP. A Pass/Fail evaluation will be utilized for all mandatory requirements. Ordinarily, to be considered responsive, responsible and eligible for award, all questions identified as mandatory must be marked “YES” to pass. There may be a few instances in which a question within the Mandatory Response Worksheet queries whether a Supplier possesses a specific capability whereby a response of “YES” or “NO” is acceptable; and a “NO” response would not result in disqualification of the proposal. Additionally, there may be rare instances in which a response of “NO” is the correct and logical response in order to meet the mandatory requirement (e.g. responding “NO” that the Supplier does not possess any conflicts of interest). Otherwise, any mandatory questions marked "NO" can result in failure of the technical requirements and can result in disqualification of the proposal. DO NOT INCLUDE ANY COST INFORMATION, FROM THE COST PROPOSAL, IN YOUR RESPONSE TO THIS WORKSHEET. 4.3.2. Mandatory Scored Response Worksheet Each Supplier must complete all of the requested information in the attached file entitled Mandatory Scored Response Worksheet (Attachment E). As specified with each requirement listed in the Mandatory Scored Response Worksheet, the Supplier must indicate whether it will meet the individual requirement (if any) and provide supporting narrative response in the space provided. In addition to providing a narrative response, Suppliers may be required to provide supporting materials/information in the form of attachments, where applicable, as specified by each individual requirement. Suppliers are required to specify a filename in Column E of the worksheet to properly identify electronic files containing supporting materials/information provided in response to this eRFP. To be considered responsive, responsible and eligible for award, any and all requirements identified in the Mandatory Scored Response Worksheet must be met. There may be rare instances in which an item within the Mandatory Scored Response Worksheet does not create an individual requirement which must be met, but, inste ad, merely requires a response. The narrative responses provided in Attachment E, along with any required supporting materials, will be evaluated and awarded points in accordance with Section 6 “Proposal Evaluation, Negotiations and Award.” Failure to satisfactorily meet the minimum standards of any mandatory scored requirement (evaluated score below acceptable or less than 50% of available points) may result in a Supplier’s technical response being considered ineligible for award. DO NOT INCLUDE ANY COST INFORMATION, FROM THE COST PROPOSAL, IN YOUR RESPONSE TO THIS WORKSHEET. 4.4. Additional Scored Responses All items labeled “Additional Scored Responses” represent information that is requested but is not required by DOAS. Suppliers are strongly encouraged to provide a thorough narrative description in the space provided in the Additional Scored Response Worksheet (Attachment F). In addition to providing a narrative response, Suppliers may be required to provide supporting materials/information in the form of attachments, where applicable, as specified by each individual requirement. Suppliers are required to specify a filename in Column E of the worksheet to properly identify electronic files containing supporting 16.D.16.d Packet Pg. 1330 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 21 of 30 SPD-SP001 materials/information provided in response to this eRFP. Answers along with any requested supporting materials will be evaluated and awarded points in accordance with Section 6 “Proposal Evaluation, Negotiations and Award.” DO NOT INCLUDE ANY COST INFORMATION FROM THE COST PROPOSAL IN YOUR RESPONSE TO THIS WORKSHEET. 4.5. Additional Information As noted in Section 2.2.2 “eRFP Review”, please access and review all of the attachments provided by DOAS within the Event. If supplemental materials are requested by DOAS to be submitted by the Supplier as part of its response, the Supplier should upload these additional materials as noted in Section 2.2.4 “Uploading Forms”. 5. Cost Proposal Each Supplier is required to submit cost/pricing in the Cost Workbook (Attachment G) as part of their response to this eRFP. Based on the two purchase types (FTA Compliant & FTA Non-Compliant) and three (3) general product categories (Buses, Cutaways & Vans), DOAS has classified sixty-five (65) different public transit and transportation vehicles types into eight (8) distinct subcategories as follows: Bus subcategories- (1) Coach, (2) Transit, (3) Trolley, (4) Electric; Cutaway subcategories - (5) Light Transit, (6) Medium Transit; Van subcategories- (7) Mobility and (8) Other. These specific vehicle line item were identified based on the types of vehicles either (1) purchased from the existing Statewide contract, (2) purchased from a local entity contract, or (3) not previously purchased but expected to be purchased in the future (i.e. Electric Vehicles). The cost workbook contains an instructions tab, glossary tab, line Item listing (vehicle type) tab and a bid start and summary tab, which are further described below: • The Instructions Tab provides a step by step guide for completing the cost worksheet. • The Glossary Tab provides a narrative description of column headings listed on pricing sheet as well as other definitions for key terms. • The Vehicle Line Item Listing Tab provides a listing of the vehicles by category/subcategory and hyperlinks to specification documents for each vehicle type the State intends to make available for purchase pursuant to this eRFP. • The Bid Start and Summary Tab ✓ Provides a Navigation Menu for the Supplier to (1) Add a New Bid, (2) Delete a Bid or (2) Go to a Bid. ✓ The “Add a New Bid“ button provides the menu for Suppliers to build their list of proposed vehicles by selecting the (1) Category, (2) Subcategory,(3) Vehicle Line item, and (4) Purchase Type (FTA or non-FTA compliant). After selecting the vehicle criteria (items 1 -4), the “GO” button must be selected to generate the “price sheet” form, to be used by the Supplier to propose pricing and other descriptive information for each vehicle being proposed. Supplier must repeat this process for each additional vehicle line item being proposed. ✓ The “Delete a Bid” and “Go To a Bid” buttons can be used to remove or jump to a specific price sheet that has been created. ✓ Provides a summary listing of all vehicle line items proposed. In order to be eligible for award, Supplier(s) must, AT A MINIMUM, submit proposed pricing for ALL REQUIRED pricing elements for at least one vehicle line item . Suppliers that submit proposed pricing on ALL REQUIRED pricing elements for MULTIPLE or ALL vehicle line items will be eligible for award at those respective levels. Specific instructions associated with proposed pricing for ALL individual price elements f or vehicle line items are provided in Section 5.2 “Cost Structure and Additional Instructions”. The cost proposal will be evaluated and scored in accordance with Section 6 “Proposal Evaluation, Negotiations and Award”. 5.1. General Pricing Rules By subm itting a response, the Supplier agrees that they have read, understood, and will abide by the following instructions/rules: 16.D.16.d Packet Pg. 1331 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 22 of 30 SPD-SP001 (1) The subm itted pricing m ust include all costs of performing pursuant to any resulting statewide contract; (2) Bid proposals containing a minim um order/ship quantit y or dollar value, unless otherwise called for in the eRFP, will be treated as non-responsive and m ay not be considered for award; (3) The Supplier is required to provide a fixed unit price inclusive of all cost (i.e. profit, overhead, operating & administrative expenses, commissions, administrative fees, etc.) for each line item offered. (4) In the event there is a discrepanc y between the Supplier’s pricing as quoted on the uploaded, detailed cost work sheet, and the Supplier’s pricing as quoted in one or m ore single line entries directl y into TGM, the form er shall govern; and (5) The prices quoted in the response shall be firm throughout the initial term of the resulting statewide contract, unless otherwise noted in the eRFP or statewide contract; (6) An y prom pt/early pa ym ent discount(s) offered to the State will be based on payment within a 20 calendar day period commencing on the date of delivery/acceptance of vehicle(s) by the Authorized User. (7) Unless otherwise specified in the term s and conditions of a purchase order issued under any resultant contract, all product deliveries will be in accordance with the delivery rate per mile proposed in the Cost Worksheet. (8) Unless expressl y perm itted by the eRFP, Supplier cannot include provisions for assessing late or interest charges to Authorized Users under any resultant contract; Suppliers m ust “strik e through” any such provisions in printed forms; (9) Provisions pertaining to pre-payment and/or progress payments, if any, shall be mutually agreed upon at the time of purchase between the Supplier and the Authorized User. All such provisions must be documented in the Authorized User purchase order. (10) Any Supplier provisions requiring paym ent from the Authorized User in less than thirty (30) da ys are not permitted. The 30-day period commences on the date of acceptance by the authorized user. (11) The State of Georgia is exem pt from all State sales tax es and Federal excise taxes and no provision for such taxes should be included in the Supplier’s response. 5.2. Cost Structure and Additional Instructions DOAS’ intent is to structure the cost form at in order to facilitate com parison am ong all Suppliers and foster com petition to obtain the best m ark et pricing. Consequently, DOAS requires that each Supplier’s cost be in the form at provided in the Cost Workbook (Attachment G). Additional alternative cost structures will not be cons idered. Each Supplier is hereb y advised that failure to com ply with the instructions below, subm ission of an incom plete offer, or subm ission of an offer in a different form at than the one requested m ay result in the rejection of the Supplier’s response. The primary cost structure for this eRFP is based on a firm fixed unit price for specific price elements associated with the sale of transit and transportation vehicles. There is, ho wever, one price element that is based on a firm fixed discount percentage. Each individual vehicle pricing sheet contains the list of price elements that (1) are routinely purchased by Authorized Users throughout the state, (2) the State intends to make available for purchase pursuant to this eRFP and (3) will be used to evaluate the Supplier’s cost proposal response. Specifically, each vehicle pricing sheet contains (1) specific price elements that are REQUIRED and WILL be used in the calculation of Total Evaluated Cost (Base Vehicle Price, Delivery Charge, Early Pay, Vehicle Required Options), (2) specific price elements that are REQUIRED and WILL NOT be used in the calculation of Total Evaluated Cost (Vehicle Attributes), and (3) price elements which are OPTIONAL and WILL NOT be used in the calculation of Total Evaluated Cost (Other Available Options). Several price elements (both required and optional) also require the Supplier to provide narrative product descriptions for vehicles (i.e. make & model), attributes and/or optional equipment/features being proposed. NOTE: At the top of each pricing sheet, the Supplier is required to enter the full legal COMPANY NAME exactly as it appears on the company's W -9 form in the space provided. 16.D.16.d Packet Pg. 1332 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 23 of 30 SPD-SP001 Enter all information directly into the price sheet forms. Enter dollar values as a “decimal number” to the nearest hundredth (two-place decimal), not “currency” and percentages as a “whole number” (no decimal places), not “percentage” or other format unless otherwise stated (ROUNDING OF NUMBERS WILL NOT BE CONSIDERED). That is, omit percent symbols, dollar signs, commas, and any other non-essential symbols (e.g., $7.90 should be entered as 7.90 and 10% should be entered as 10). Enter “0” if there is no charge/discount. Cells left blank will be interpreted as “NO OFFER”. Prices must be based on U.S. dollars unless otherwise stated. Download the Cost Workbook, and follow the instructions in the Instructions Tab. Complete a vehicle price sheet for all vehicles for which the Supplier desires to make available for sale under any resultant contract and then upload the Cost Workbook (single excel file) by following the instructions in Section 2.2.4, “Uploading Forms” of this eRFP. 5.2.1 Mass Transit Vehicles Based on historical purchasing habits and need assessment surveys of Authorized Users, the State has identified sixty-five (65) vehicle line items to be made available for sale pursuant to this eRFP. These vehicle line items were derived based on an analysis of the types of mass transit vehicles frequently purchased by Authorized Users and are representative of the types of vehicles that have been purchased in substantial quantit y as compared to other vehicles available within the industry. For each vehicle line item that a Supplier desires to make available for sale pursuant to this eRFP, the Supplier is REQUIRED to: (1) Identify the vehicle being proposed by Category, Subcategory, Line Item (vehicle type) and Purchase Type (FTA or Non FTA). Dropdown selection menus are provided for this purpose. (reference “Bid Start Summary Tab” information in Section 5 above); and (2) Propose a fixed unit price inclusive of all cost (i.e. profit, overhead, operating & administrative expenses, commissions, administrative fees, etc) for the base model vehicle; and (3) Propose a fixed unit price per mile inclusive of all costs (i.e. profit, overhead, operating & administrative expenses, transportation & fuel, pick-up & preparation charges, travel, insurance, administrative fees, … etc) associated with delivery of a vehicle to an Authorized User designated location/facility; and (4) Propose a fixed percentage that denotes the discount to be applied to the vehicle purchase price for payment of invoices within 20 days (early pay) after customer acceptance. Standard payment terms are Net 30; and (5) Propose a fixed unit price inclusive of all cost (i.e. profit, overhead, operating & administrative expenses, administrative fees, etc) representative of the credit value to be applied to the base vehicle price for substitution of standard equipment with non-standard base vehicle attributes; and (6) Propose a fixed unit price inclusive of all cost (i.e. profit, overhead, operating & administrative expenses, administrative fees, etc) representative of the amount to be added to the base vehicle price for the addition of optional equipment/features designated as “Vehicle Required Options”. As part of the Supplier’s cost response, this eRFP also affords Suppliers the opportunity to propose additional vehicle equipment options/features that may be offered for sale by the Supplier that are not currently specified as a required vehicle option. Accordingly, Suppliers have the OPTION (not required) to propose a Supplier defined list of other available optional equipment/features for specific vehicle models by (1) specifying a Product Category, (2) providing an Item Description and (3) proposing a fixed unit price inclusive of all cost (i.e. profit, overhead, operating & administrative expenses, administrative fees, etc) representative of the amount to be added to the base vehicle price for the addition of optional equipment/features designated as “Other Available Options”. IT SHOULD BE 16.D.16.d Packet Pg. 1333 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 24 of 30 SPD-SP001 NOTED that any optional equipment/features for a specific vehicle not listed in the “Other Available Options” section of a price sheet will not be eligible for sale under any resultant contract award. 5.3. Price Escalation/De-escalation Supplier proposed pricing will remain firm for the initial contract term. Request for price adjustments may be submitted after the end of the initial contract term and on an annual basis thereafter as part of the contract renewal process. If renewal options are exercised, the following methodology will form the basis for the review and approval process for price adjustments. Price adjustment increases will not exceed the percent difference as calculated over a previous twelve (12) month period based on one or more of the following Producer Price Indexes (PPI) as published by the US Department of Labor, Bureau of Labor and Statistics; PPI series ID Number: 336110 Automobile and Light Truck Manufacturing, PPI series ID Number: 3362117 Buses and Firefighting, complete, built on purchased chassis, PPI series ID Number: 3362112 Bus Bodies and truck cabs sold separately, PPI series ID Number: 3361201 Trucks, Truck tractors and bus chassis (Chassis of own manufacturer GVWR 14,001 to 33,000), PPI series ID Number: 3361202 Trucks, Truck tractors and bus chassis (Chassis of own manufacturer GVWR 33,000 and up), or PPI series ID Number: 3361203 Bus including military and fire fighting vehicles (chassis of own manufacturer). Dependent on the type(s) of vehicle(s) under request/review for price adjustment, an “average” percent difference based on multiple PPI Series IDs (above) will be calculated if more than one PPI Series is determined to be applicable to a specific adjustment request. Preliminary PPI data will not be used in the evaluation. In the event the Supplier request an adjustment that exceeds the average percent difference calculated based on the appropriate PPI series, the Supplier must provide additional justification to clearly substantiate/justify the requested amount, which could include invoices from the manufacturer, as well as other pertinent cost information/data. The State must be notified at least sixty (60) days in advance prior to any price change, and the Supplier(s) must have the State's approval before such change may be implemented. Additionally, DOAS expects any market reductions to be passed along to the State. Specifically, if the price adjustment analysis referenced above reflects a decrease of two percent (2%) or greater for the previous 12 months of activity, DOAS may request prices under the contract be reduced in accordance with the same schedule outlined above. Supplier(s) will be notified no less th an 30 days in advance of any such price adjustment consideration. 6. Proposal Evaluation, Negotiations and Award All timely proposals will be evaluated in accordance with the following steps. The objective of the evaluation process is to identify the proposal(s) which represents the best value to the State based on a combination of technical and cost factors. Based on the results of the initial evaluation, DOAS may or may not elect to negotiate technical and/or cost factors as further described in the eRFP. In the event negotiations of the technical and/or cost factors occur, the revised proposals will be reevaluated in accordance with the provisions of Section 6.4 “Scoring Criteria.” Once the evaluation process has been completed (and any negotiations D OAS desires to conduct have occurred), the apparent successful Supplier(s) will be required to enter into discussions with DOAS to resolve any exceptions to DOAS’ statewide contract (Attachment H). DOAS will announce the results of the eRFP as described further in Section 6.9 “Public Award Announcement.” 6.1. Administrative/Preliminary Review First, the proposals will be reviewed by the Issuing Officer to determine the proposal’s compliance with the following requirements: 1. Proposal was submitted by deadline via Team Georgia Marketplace™ 2. Proposal is complete and contains all required documents 3. Technical Proposal does not include any pricing from the Cost Proposal 16.D.16.d Packet Pg. 1334 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 25 of 30 SPD-SP001 6.2. Evaluating Proposal Factors (Section 4) If the Supplier’s proposal passes the Administrative/Preliminary Review, the Supplier’s responses to Section 4 “eRFP Proposal Factors” will be submitted to the Evaluation Team for evaluation. 6.2.1. Review of Mandatory and Mandatory Scored Questions The Evaluation Team will review each Supplier’s response in detail to determine its compliance with mandatory eRFP requirements. Responses to both “Mandatory” and “Mandatory Scored” Questions will be evaluated on a pass/fail basis. If a Supplier’s response fails to meet a mandatory and/or mandatory scored eRFP requirement, DOAS will determine if the deviation is material. A material deviation will be cause for rejection of the Supplier’s response. An immaterial deviation will be processed as if no deviation had occurred. All responses which meet the requirements of the “Mandatory” and “Mandatory Scored” Questions are considered “Responsive Proposals” at this point in time and the narrative responses to Mandatory Scored Questions will be scored in accordance with the point allocation in Section 6.4 “Scoring Criteria.” 6.2.2. Review of Additional Scored Information Questions For all responses determined to be “Responsive Proposals”, the Evaluation Team will review and score the responses to the Additional Scored Information in accordance with the point allocation in Section 6.4 “Scoring Criteria.” The Supplier will receive a total technical score at the conclusion of the evaluation of the eRFP Proposal Factors. 6.3. Evaluating Cost Proposal and Total Combined Score The cost proposals will be reviewed and scored in accordance with Section 6.4 “Scoring Criteria.” To expedite the evaluation process, DOAS reserves the right to analyze the cost proposals independently, but at the same time the Evaluation Team is analyzing the technical proposals, provided neither the cost proposals nor the cost analysis is disclosed to the Evaluation Team until the Evaluation Team completes their initial evaluation and scoring of the eRFP Proposal Factors. As stated in Section 5, In order to be eligible for award, Supplier(s) must, AT A MINIMUM, submit proposed pricing for ALL REQUIRED pricing elements for at least one vehicle line item. Suppliers that submit proposed pricing on ALL REQUIRED pricing elements for MULTIPLE or ALL vehicle line items will be eligible for award at those respective levels. 6.3.1. Cost Scoring DOAS may utilize lowest cost, lowest total cost or total cost of ownership (TCO) to determine the most competitive cost proposal. The cost proposal will receive a score at the vehicle line item level relative to other proposals. The Supplier deemed to have the most competitive cost proposal for a vehicle line item as determined by DOAS, will receive the maximum weighted score for the cost criteria. Other proposals will receive a percentage of the weighted points available based on the percentage differential between the most competitive cost proposal and the specif ic proposal in question. Please review Section 6.3.1.2 (below) for specific information associated with cost proposal scoring and point allocation 6.3.1.1 Mass Transit Vehicles (FTA & Non-FTA) For the purposes of evaluation only, DOAS will compute a single weighted “Total Evaluated Cost” for each vehicle line item based on the Supplier proposed prices and the purchase habits of Authorized Users. The weighted Total Evaluated Cost is based on the projected ratio of the frequency of vehicle purchases made by Authorized Users for a mass transit vehicle without any other purchase considerations (required vehicle options and early pay discounts) as compared to vehicle purchases that include one or both of the other purchase considerations. The percentage split (undisclosed) derived from the ratio will be applied to the various vehicle price scenarios (Base Vehicle Only, Base Vehicle w/ Early Pay Discount, Base Vehicle w/ all Vehicle Required Options and 16.D.16.d Packet Pg. 1335 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 26 of 30 SPD-SP001 Base Vehicle Bid w/ all Vehicle Required Options & Earl y Pa y Discount) to determine a single weighted vehicle price. Next, a Delivery Charge will be added to the single weighted vehicle price to determine the Total Evaluated Cost for the vehicle line item. The delivery charge is calculated based on the Supplier proposed delivery charge per mile multiplied by a standard driving distance (undisclosed), as determined by DOAS based on historical data depicting the average number of miles for a typical delivery to an Authorized User designated location/facility. The Total Evaluated Cost (computed) will be used to assign a cost proposal score in accordance with Section 6.3.1.2. It should be noted that vehicles within a specific purchase type (FTA and Non FTA) will be evaluated independently within the respective peer group ONLY (FTA compliant vehicles compared to other FTA compliant vehicles and Non FTA compliant vehicles compared to other Non FTA compliant vehicles). While the weighted percentages applied to each of the 4 different pricing scenarios are not disclosed, Suppliers should consider the following information for purposes of evaluation: − Mass transit vehicles purchases based on the base vehicle price only are expected to occur the vast majority of the time. − Mass transit vehicles purchases based on the base vehicle price w/ all required vehicle options are expected to occur more frequently than purchases based on the base vehicle price w/ early pay discount, followed to a much lesser extent by purchases based on the base vehicle price w/ all required options and early pay discounts. 6.3.1.2 Total Cost Score Point allocation for the cost proposal will be applied at the line item level based on purchase type. The Total Evaluated Cost for each line item within a specific purchase type will be used as the basis for point allocation as outlined in section 6.4. 6.3.3. Total Combined Score The Supplier’s total cost score will be combined with the Supplier’s technical score to determine the Supplier’s overall score (or “total combined score”). Point allocation for the cost proposal will be applied at the vehicle line item level. Technical proposal points will be calculated once per Supplier proposal and the same technical score will be combined with the total cost score for each vehicle line item to determine the Supplier’s total combined score for the vehicle line item. See Section 6.7, Selection and Award for specific details regarding the type of awards under consideration for this eRFP. 6.4. Scoring Criteria The evaluation is comprised of the following: Category Criteria Points Cost 1. Cost of proposed products and/or services 700 points/Line Item Technical/Proposal Factors 2. “Mandatory” Requirements Pass/Fail Technical/Proposal Factors 3. “Mandatory Scored” and/or “Additional Scored” Responses 300 points/Proposal TOTAL 1000 points/ Line Item 6.5. Georgia Based Business/Reciprocal Preference Law O.C.G.A. §50-5-60(b) For the purposes of evaluation only, Suppliers resident in the State of Georgia will be granted the same preference over Suppliers resident in another state in the same manner, on the same basis, and to the same extent that preference is granted in awarding bids for the same goods or services by such other state to Suppliers resident therein over Suppliers resident in the State of Georgia. NOTE: For the purposes of this law, the definition of a resident Supplier is a Supplier who is dom iciled in the State of Georgia. 16.D.16.d Packet Pg. 1336 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 27 of 30 SPD-SP001 6.6 Negotiations of Proposals and/or Cost Factors DOAS possesses discretionary authority to conduct one or more rounds of negotiations of technical proposal and/or cost factors as permitted by Georgia law and DOAS’ established procurement policy. This section of the eRFP describes DOAS’ process for utilizing its discretionary negotiation authority as defined by O.C.G.A. Section 50-5-67(a)(6); however, DOAS reserves the right to conduct any other negotiations authorized by law. The objective of negotiations is to obtain the Supplier’s best terms. PLEASE NOTE: NEGOTIATIONS ARE DISCRETIONARY; THEREFORE, DOAS URGES THE SUPPLIER (1) TO SUBMIT ITS BEST RESPONSE AND (2) NOT TO ASSUME THE SUPPLIER WILL BE GRANTED AN OPPORTUNITY TO NEGOTIAT E. 6.6.1. Overview of Negotiations After the Evaluation Team has scored the Suppliers’ proposals, DOAS may elect to enter into one or more rounds of negotiations with all responsive and responsible Suppliers or only those Suppliers identified by the Evaluation Team as being in the competitive range. The competitive range will not be selected arbitrarily and those Suppliers included in the competitive range must have highly scored proposals. After each round of negotiations (if any), the Supplier will submit revisions to its proposal factors and/or cost proposal, which revisions will be scored by the Evaluation Team in accordance with the same criteria used to evaluate the initial responses from the Suppliers. Suppliers may b e removed from further participation in the negotiation process in the event the Evaluation Team determines the Supplier cannot be considered responsive and responsible or based on the competitive range as defined in Section 6.6.3 “Competitive Range.” DOAS reserves the right to proceed to award without further discussions after receipt of the initial proposals, in which case, negotiations and Proposal Revisions will not be required. 6.6.2. Negotiation Instructions Listed below are the key action items related to negotiations. The State’s Negotiation Committee may consist of the State’s Evaluation Committee or may be comprised of different people. However, evaluation of proposals or revised proposals shall be completed only by the State’s Evaluation Committee. 1. Negotiation Invitation: Those Suppliers identified by the Evaluation Committee to negotiate will be notified and invited to attend negotiations. Suppliers will be notified in writing: (i) the general purpose and scope of the negotiations; (ii) the anticipated schedule for the negotiations; and (iii) the procedures to be followed for negotiations. 2. Confirmation of Attendance: Suppliers who have been invited to participate in negotiations must confirm attendance in writing. 3. Negotiations Round(s): One or more rounds of negotiations may be conducted with those Suppliers identified by the State’s Evaluation Team. 6.6.3. Competitive Range If DOAS elects to negotiate pursuant to Section 6, DOAS may either (1) elect to negotiate with all responsive and responsible Suppliers, (2) limit negotiations to those Suppliers identified within the competitive range, or (3) limit negotiations to the number of Suppliers with whom DOAS/Negotiation Team may reasonably negotiate as defined below. In the event DOAS elects to limit negotiations to those Suppliers identified within the competitive range, DOAS will identify the competitive range by (1) ranking Suppliers’ proposals from highest to lowest based on each Supplier’s Total Combined Score and (2) then looking for breaks in the scores such that natural groupings of similar scores may be identified. In the event DOAS determines the number of responsive and responsible Suppliers is so great that the Negotiation Team cannot reasonably conduct negotiation s (which determination shall be 16.D.16.d Packet Pg. 1337 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 28 of 30 SPD-SP001 solely at DOAS’ discretion and shall be conclusive), DOAS may elect to limit negotiations to the top three (3) ranked Suppliers as determined by the Total Combined Score. 6.6.4. Negotiation Round Completion As part of each round of negotiation, the Negotiation Team may or may not engage in verbal discussions with the Suppliers. However, whether or not the Negotiation Team engages in verbal discussions, any revisions the Supplier elects to make to its response must be submitted in writing via email by the end date and time identified by the Issuing Officer. All revisions received by the due date and time will be evaluated and re-scored by the Evaluation Team in accordance with the same criteria used to evaluate the initial responses from the Suppliers. Revisions which are not received prior to the due date and time cannot be considered; however, any Supplier failing to submit timely revisions will not be disqualified from consideration for award based on its final proposal as accepted by DOAS. 6.7. Selection and Award The primary objective of this eRFP is to identify the appropriate number of Suppliers that can deliver a wide variety of mass transit vehicles that can effectively meet the operational demands of a broad and dispersed demographic of state and local government users, who require a high level of customer care before and after the sale. Accordingly, DOAS expects to make multiple awards, based on the most highly ranked proposals at the line item level, to responsive and responsible Suppliers who offer products and/or services at competitive prices that meet or exceed the technical requirements/specifications set forth in the eRFP with whom DOAS has reached agreement on all contract terms and conditions . While, the objective of this eRFP is to identify the appropriate number of Suppliers that can effectively meet the operational demands of Authorized Users, DOAS anticipates awards to be limited to not more than the top three (3) highest- scoring Suppliers for each line item based on the total combined score. DOAS reserves the right to make fewer or more line items awards if determined to be in the best interest of the state. DOAS’s expects to receive significantly lower pricing, when compared to pricing offered to other potential Authorized Users (e.g. state entity, city, county or university contracts). DOAS reserves the right to accept or reject any and all quotes, or separable portions, and to waive any minor irregularity, technicality or omission if DOAS determines that doing so will serve the State’s best interest. DOAS reserves the right to: (a) request clarifications from Suppliers(s); (b) request resubmissions from all Supplier(s); and (c) take any other action as permitted by law. 6.8. Site Visits and Oral Presentations DOAS reserves the right to conduct site visits or to invite Suppliers to present their proposal/technical solutions to the Evaluation Team. Cost proposals and related cost information must not be discussed during the oral presentation of the Supplier’s technical solution. Nothing in this section shall prohibit the Negotiation Team from discussing both proposal factors and cost information during the negotiation process defined by Section 6.6 “Negotiations of Proposals and/or Cost Factors”. 6.9. Public Award Announcement The preliminary results of the evaluation will be announced through the public posting of a Notice of Intent to Award to the Georgia Procurement Registry. The Notice of Intent to Award (“NOIA”) is not notice of an actual contract award; instead, the NOIA is notice of DOAS’ expected contract award(s) pending resolution of the protest process. The NOIA will identify the apparent successful Supplier(s), unsuccessful Supplier(s), and the reasons why any unsuccessful Suppliers were not selected for contract award. NO SUPPLIER SHOULD ASSUME PERSONAL NOTICE OF THE NOTICE OF INTENT TO AWARD (“NOIA”) WILL BE PROVIDED BY DOAS. INSTEAD, ALL SUPPLIERS SHOULD FREQUENTLY CHECK THE GEORGIA PROCUREMENT REGISTRY FOR NOTICE OF THE NOIA. The Notice of Award (“NOA”) is DOAS’ public notice of actual contract award(s). The NOA will be publicly posted to the Georgia Procurement Registry. 16.D.16.d Packet Pg. 1338 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 29 of 30 SPD-SP001 7. Contract Terms and Conditions The statewide contract that DOAS expects to award as a result of this eRFP will be based upon the eRFP, the successful Supplier’s final response as accepted by DOAS and the contract terms and conditions, which terms and conditions can be downloaded from the eRFP. The “successful Supplier’s final response as accepted by DOAS” shall mean: the final cost and technical proposals submitted by the Supplier and any subsequent revisions to the Supplier’s cost and technical proposals and the contract term s and conditions due to negotiations, written clarifications or changes made in accordance with the provisions of the eRFP, and any other terms deemed necessary by DOAS, except that no objection or amendment by a Supplier to the eRFP requirements or the contract terms and conditions shall be incorporated by reference into the statewide contract unless DOAS has explicitly accepted the Supplier’s objection or amendment in writing. Please review DOAS’ contract terms and conditions (Attachment H) prior to submitting a response to this eRFP. Suppliers should plan on the contract terms and conditions contained in this eRFP and attachments being included in any award as a result of this eRFP. Therefore, all costs associated with complying with these requirements should be included in any pricing quoted by the Suppliers. The contract terms and conditions may be supplemented or revised before contract execution and are provided to enable Suppliers to better evaluate the costs associated with the eRFP and the potential resulting statewide contract. Exception to Contract By submitting a proposal, each Supplier acknowledges its acceptance of the eRFP specifications and the contract terms and conditions without change except as otherwise expressly stated in the submitted proposal. If a Supplier takes exception to a contract provision, the Supplier must state the reason for the exception and state the specific contract language it proposes to include in place of the provis ion on the Contract Exception Form (Attachment I). Any exceptions to the contract must be uploaded and submitted as an attachment to the Supplier’s response. Proposed exceptions must not conflict with or attempt to preempt mandatory requirements edified in the eRFP. In the event the Supplier is selected for potential award, the Supplier will be required to enter into discussions with DOAS to resolve any contractual differences before an award is made. These discussions are to be finalized and all exceptions resolved within the period of time identified in the schedule of events, unless an additional time is authorized by DOAS. Failure to resolve any contractual issues will lead to rejection of the Supplier for further consideration for award. DOAS reserves the right to proceed to discussions with the next best ranked Supplier. DOAS reserves the right to modify the statewide contract to be consistent with the apparent successful offer, and to negotiate other modifications with the apparent successful Suppliers. Exceptions that materially change the terms or the requirements of the eRFP may be deemed non-responsive by DOAS, in its sole discretion, and rejected. Contract exceptions which grant the Supplier an impermissible competitive advantage, as determined by DOAS, in its sole discretion, will be rejected. If there is any question whether a particular contract exception would be permissible, the Supplier is strongly encouraged to inquire via written question submitted to the Issuing Officer prior to the deadline for submitting written questions as defined by the Schedule of Events. 8. List of eRFP Attachments The following documents make up this eRFP. Please see Section 2.2.2 “eRFP Review” for instructions about how to access the following documents. Any diff iculty locating or accessing the following documents should be immediately reported to the Issuing Officer. A. eRFP (this document) B. Special Terms Definitions (reference Section 1.6) C. Special Terms and Conditions Related to FTA Vehicles D. Mandatory Response Worksheet (Reference Section 4) E. Mandatory Scored Response Worksheet (Reference Section 4) F. Additional Scored Response Worksheet (Reference Section 4) G. Cost Workbook with Links to Technical Specifications (Reference Section 5) H. Statewide Contract Terms and Conditions (Reference Section 7) I. Contract Exceptions Form (Reference Section 7) J. Supplier Quarterly Sales Report Template (Reference Section 3) 16.D.16.d Packet Pg. 1339 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) Statewide Contract eRFP Revised 03/06/2013 30 of 30 SPD-SP001 K. Tax Compliance Form L. FTA Master Agreement (For FTA vehicles only) M. FTA Requirements and Clauses (For FTA vehicles only) N. FTA Required Certification Forms (For FTA Vehicles only) O. FTA Form CER 6 (For FTA vehicles Only) P. Request for Specification Deviations Q. Certification for Specifications Compliance Form R. Certificate of Non Collusion S. Department of Audits Immigration and Security Form. T. Question and Answer Form 16.D.16.d Packet Pg. 1340 Attachment: Attachment_A___B-_Mass_Transit_eRFP (12388 : GA Contract for Purchase of 30 Ft Trolley) State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. Attachment L: State of Georgia Federal Transit Administration (FTA) and Other Federal Requirements and Clauses The requirements herein (Attachment K) and the associated Certification Forms (Attachment L) are required for biders/suppliers who offer vehicles to FTA Grantees. Conversely, these requirements do not apply to vehicles offered to non‐FTA Grantees Index 1. Fly America Requirements 2. Buy America Requirements 3. Cargo Preference Requirements 4. Energy Conservation Requirements 5. Clean Water Requirements 6. Bus Testing 7. Pre‐Award and Post Delivery Audit Requirements 8. Lobbying 9. Access to Records and Reports 10. Federal Changes 11. Clean Air 12. Recycled Products 13. No Government Obligation to Third Parties 14. Program Fraud and False or Fraudulent Statements and Related Acts 15. Termination 16. Government‐wide Debarment and Suspension (Nonprocurement) 17. Privacy Act 18. Civil Rights Requirements 19. Breaches and Dispute Resolution 20. Disadvantaged Business Enterprises (DBE) 21. Incorporation of Federal Transit Administration (FTA) Terms 22. Protests 23. Compliance with Federal Transit Administration (FTA) and Other Federal Requirements and Clauses 24. Americans With Disabilities Act (ADA) 25. Prompt Payment and Return of Retainage 26. Contract Work Hours and Safety Standards 16.D.16.e Packet Pg. 1341 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. 1. Fly America Requirements 49 U.S.C. §40118 41 CFR Part 301‐10 Applicability to Contracts The Fly America requirements apply to the transportation of persons or property, by air, between a place in the U.S. and a place outside the U.S., or between places outside the U.S., when the FTA will participate in the costs of such air transportation. Transportation on a foreign air carrier is permissible when provided by a foreign air carrier under a code share agreement when the ticket identifies the U.S. air carrier's designator code and flight number. Transportation by a foreign air carrier is also permissible if there is a bilateral or multilateral air transportation agreement to which the U.S. Government and a foreign government are parties and which the Federal DOT has determined meets the requirements of the Fly America Act. Flow Down Requirements The Fly America requirements flow down from FTA recipients and sub recipients to first tier contractors, who are responsible for ensuring that lower tier contractors and subcontractors are in compliance. Mandatory Clause: Fly America Requirements ‐ The Contractor agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301‐10, which provide that recipients and sub recipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government‐financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 2. Buy America Requirements 49 U.S.C. 5323(j) 49 CFR Part 661 Applicability to Contracts 16.D.16.e Packet Pg. 1342 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. The Buy America requirements apply to the following types of contracts: Construction Contracts and Acquisition of Goods or Rolling Stock (valued at more than $50, 000). Flow Down The Buy America requirements flow down from FTA recipients and sub recipients to first tier contractors, who are responsible for ensuring that lower tier contractors and subcontractors are in compliance. The $150,000 threshold applies only to the grantee contract, subcontracts under that amount are subject to Buy America. Buy America ‐ The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. Part 661.13, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA‐funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, and microcomputer equipment and software. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11. Rolling stock must be assembled in the United States and have a 60 percent domestic content. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (below) with all bids or offers on FTA‐funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors. 3. Cargo Preference Requirements ‐ Use of United States‐Flag Vessels 46 U.S.C. 1241 46 CFR Part 381 Applicability to Contracts The Cargo Preference requirements apply to all contracts involving equipment, materials, or commodities which may be transported by ocean vessels. Flow Down The Cargo Preference requirements apply to all subcontracts when the subcontract may be involved with the transport of equipment, material, or commodities by ocean vessel. Cargo Preference ‐ Use of United States‐Flag Vessels ‐ The contractor agrees: a.) to use privately owned United States‐Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States‐Flag commercial vessels, if available; b.) to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the 16.D.16.e Packet Pg. 1343 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. United States, a legible copy of a rated, "on‐board" commercial ocean bill‐of ‐lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractor's bill‐of‐lading.) c.) to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. 4. Energy Conservation Requirements 42 U.S.C. 6321 et seq. 49 CFR Part 18 Applicability to Contracts The Energy Conservation requirements are applicable to all contracts over $2,500. Flow Down The Energy Conservation requirements extend to all third party contractors and their contracts at every tier and sub recipients and their sub agreements at every tier. 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. 5. Clean Water Requirements 33 U.S.C. 1251 Applicability to Contracts The Clean Water requirements apply to each contract and subcontract which exceeds $100,000. Flow Down The Clean Water requirements flow down to FTA recipients and sub recipients at every tier. Clean Water ‐ (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq . The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 16.D.16.e Packet Pg. 1344 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. 6. Bus Testing 49 U.S.C. 5318(e) 49 CFR Part 665 Applicability to Contracts The Bus Testing requirements pertain only to the acquisition of Rolling Stock/Turnkey Except for Micro Purchases below $3,500. Flow Down The Bus Testing requirements should not flow down, except to the turnkey contractor as stated in Master Agreementhttps://www.transit.dot.gov/sites/fta.dot.gov/files/docs/21‐Master.pdf) at Attachment M. Bus Testing ‐ The Contractor [Manufacturer] agrees to comply with 49 U.S.C. A 5323(c) and FTA's implementing regulation at 49 CFR Part 665 and shall perform the following: 1. A manufacturer of a new bus model or a bus produced with a major change in components or configuration shall provide a copy of the final test report to the recipient at a point in the procurement process specified by the recipient which will be prior to the recipient's final acceptance of the first vehicle. 2. A manufacturer who releases a report under paragraph 1 above shall provide notice to the operator of the testing facility that the report is available to the public. 3. If the manufacturer represents that the vehicle was previously tested, the vehicle being sold should have the identical configuration and major components as the vehicle in the test report, which must be provided to the recipient prior to recipient's final acceptance of the first vehicle. If the configuration or components are not identical, the manufacturer shall provide a description of the change and the manufacturer's basis for concluding that it is not a major change requiring additional testing. 4. If the manufacturer represents that the vehicle is "grandfathered" (has been used in mass transit service in the United States before October 1, 1988, and is currently being produced without a major change in configuration or components), the manufacturer shall provide the name and address of the recipient of such a vehicle and the details of that vehicle's configuration and major components. 7. Pre‐award and Post Delivery Audits Requirements 49 U.S.C. 5323 49 CFR Part 663 Applicability to Contracts 16.D.16.e Packet Pg. 1345 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. These requirements apply only to the acquisition of Rolling Stock/Turnkey Except for Micro Purchases below $3,500. Flow Down These requirements should not flow down, except to the turnkey contractor, sub recipients and third party contractors as stated in Master Agreement at Attachment M.  Buy America certification is mandated under FTA regulation, "Pre‐Award and Post‐Delivery Audits of Rolling Stock Purchases," 49 C.F.R. 663.13.  Specific language for the Buy America certification is mandated by FTA regulation, "Buy America Requirements‐‐Surface Transportation Assistance Act of 1982, as amended," 49 C.F.R. 661.12, but has been modified to include FTA's Buy America requirements codified at 49 U.S.C. A 5323(j). Pre‐Award and Post‐Delivery Audit Requirements ‐ The Contractor agrees to comply with 49 U.S.C. § 5323(l) and FTA's implementing regulation at 49 C.F.R. Part 663 and to submit the following certifications: 1. Buy America Requirements: The Contractor shall complete and submit a declaration certifying either compliance or noncompliance with Buy America. If the Bidder/Offeror certifies compliance with Buy America, it shall submit documentation which lists 1) component and subcomponent parts of the rolling stock to be purchased identified by manufacturer of the parts, their country of origin and costs; and 2) the location of the final assembly point for the rolling stock, including a description of the activities that will take place at the final assembly point and the cost of final assembly. 2. Solicitation Specification Requirements: The Contractor shall submit evidence that it will be capable of meeting the bid specifications. 3. Federal Motor Vehicle Safety Standards (FMVSS): The Contractor shall submit 1) manufacturer's FMVSS self‐certification sticker information that the vehicle complies with relevant FMVSS or 2) manufacturer's certified statement that the contracted buses will not be subject to FMVSS regulations. 8. Lobbying 31 U.S.C. 1352 49 CFR Part 19 49 CFR Part 20 Applicability to Contracts 16.D.16.e Packet Pg. 1346 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. The Lobbying requirements apply to Construction/Architectural and Engineering/Acquisition of Rolling Stock/Professional Service Contract/Operational Service Contract/Turnkey contracts. Flow Down The Lobbying requirements mandate the maximum flow down, pursuant to Byrd Anti‐Lobbying Amendment, 31 U.S.C. § 1352(b)(5) and 49 C.F.R. Part 19, Appendix A, Section 7. Lobbying  Clause and specific language therein are mandated by 49 CFR Part 19, Appendix A. Modifications have been made to the Clause pursuant to Section 10 of the Lobbying Disclosure Act of 1995, P.L. 104‐65 [to be codified at 2 U.S.C. § 1601, et seq. ]  Lobbying Certification and Disclosure of Lobbying Activities for third party contractors are mandated by 31 U.S.C. 1352(b)(5), as amended by Section 10 of the Lobbying Disclosure Act of 1995, and DOT implementing regulation, "New Restrictions on Lobbying," at 49 CFR § 20.110(d)  Language in Lobbying Certification is mandated by 49 CFR Part 19, Appendix A, Section 7, which provides that contractors file the certification required by 49 CFR Part 20, Appendix A. Modifications have been made to the Lobbying Certification pursuant to Section 10 of the Lobbying Disclosure Act of 1995.  Use of "Disclosure of Lobbying Activities," Standard Form‐LLL set forth in Appendix B of 49 CFR Part 20, as amended by "Government wide Guidance For New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96) is mandated by 49 CFR Part 20, Appendix 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 the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non‐Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 16.D.16.e Packet Pg. 1347 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form‐‐LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104‐65, to be codified at 2 U.S.C. 1601, et seq .)] 3. The undersigned shall require that the language of this certification be included in the award documents for all sub awards at all tiers (including subcontracts, sub grants, and contracts under grants, loans, and cooperative agreements) and that all sub recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. § 1352(c)(1)‐(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, Creative Bus Sales, Inc. , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. __________________________ Signature of Contractor's Authorized Official Marcus Hoffman, Transit Sales Name and Title of Contractor's Authorized Official 3/10/2017 Date 9. Access to Records and Reports 49 U.S.C. 5325 18 CFR 18.36 (i) 49 CFR 633.17 Applicability to Contracts 16.D.16.e Packet Pg. 1348 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. Reference Chart "Requirements for Access to Records and Reports by Type of Contracts" except Micro Purchases below $3,500 Flow Down FTA does not require the inclusion of these requirements in subcontracts. Model Clause/Language The specified language is not mandated by the statutes or regulations referenced, but the language provided paraphrases the statutory or regulatory language. Access to Records ‐ The following access to records requirements apply to this Contract: 1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C. F. R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C. F. R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. 2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000. 3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non‐profit organization and is the FTA Recipient or a sub grantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. 4. Where any Purchaser which is the FTA Recipient or a sub grantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation 16.D.16.e Packet Pg. 1349 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. 5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). 7. FTA does not require the inclusion of these requirements in subcontracts. Requirements for Access to Records and Reports by Types of Contract Contract Characteri stics Contract Operationa l Service Contract Turnkey Construction Architectural Engineering Acquisition of Rolling Stock Professiona l Services I. State Grantees a. Contracts below SAT ($100,000) None Those imposed on state pass thru to Contractor None None None None b. Contracts above $100,000/Capital Projects None unless1 non‐ competitive award Those imposed on state pass thru to Contractor Yes, if non‐ competitive award or if funded thru2 5307/5309/53 11 None unless non‐ competitive award None unless non‐ competitiv e award None unless non‐ competitive award II. Non State Grantees a. Contracts below SAT ($100,000) Yes3 Those imposed on non‐ state Grantee pass thru to Contractor Yes Yes Yes Yes 16.D.16.e Packet Pg. 1350 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. b. Contracts above $100,000/Capital Projects Yes3 Those imposed on non‐ state Grantee pass thru to Contractor Yes Yes Yes Yes Sources of Authority 1. 49 USC 5325 (a) 2. 49 CFR 633.17 3. 18 CFR 18.36 (i) 10. Federal Changes 49 CFR Part 18 Applicability to Contracts The Federal Changes requirement applies to all contracts except Micro Purchases below $3,500. Flow Down The Federal Changes requirement flows down appropriately to each applicable changed requirement. Federal Changes ‐ 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 Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 11. CLEAN AIR 42 U.S.C. 7401 et seq 40 CFR 15.61 49 CFR Part 18 Applicability to Contracts The Clean Air requirements apply to all contracts exceeding $100,000, including indefinite quantities where the amount is expected to exceed $100,000 in any year. Flow Down 16.D.16.e Packet Pg. 1351 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. The Clean Air requirements flow down to all subcontracts which exceed $100,000. Clean Air ‐ (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 12. Recycled Products 42 U.S.C. 6962 40 CFR Part 247 Executive Order 12873 Applicability to Contracts The Recycled Products requirements apply to all contracts for items designated by the EPA, when the purchaser or contractor procures $10,000 or more of one of these items during the fiscal year, or has procured $10,000 or more of such items in the previous fiscal year, using Federal funds. New requirements for "recovered materials" will become effective May 1, 1996. These new regulations apply to all procurement actions involving items designated by the EPA, where the procuring agency purchases $10,000 or more of one of these items in a fiscal year, or when the cost of such items purchased during the previous fiscal year was $10,000. Does not apply to micro purchases under $3,500. Flow Down These requirements flow down to all contractor and subcontractor tiers. Recovered Materials ‐ The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. 13. No Government Obligation to Third Parties Applicability to Contracts Applicable to all contracts except micro purchases under $3,500. Flow Down 16.D.16.e Packet Pg. 1352 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. Not required by statute or regulation for either primary contractors or subcontractors, this concept should flow down to all levels to clarify, to all parties to the contract, that the Federal Government does not have contractual liability to third parties, absent specific written consent. No Obligation by the Federal Government. 1. The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. 2. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 14. Program Fraud and False or Fraudulent Statements and Related Acts 31 U.S.C. 3801 et seq. 49 CFR Part 31 18 U.S.C. 1001 49 U.S.C. 5307 Applicability to Contracts These requirements are applicable to all contracts except micro purchases under $3,500. Flow Down These requirements flow down to contractors and subcontractors who make, present, or submit covered claims and statements. Program Fraud and False or Fraudulent Statements or Related Acts. 1. 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. 16.D.16.e Packet Pg. 1353 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. 2. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. 3. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 15. Termination 49 U.S.C.Part 18 FTA Circular 4220.1F Applicability to Contracts All contracts (with the exception of contracts with nonprofit organizations and institutions of higher education,) in excess of $10,000 shall contain suitable provisions for termination by the grantee including the manner by which it will be effected and the basis for settlement. (For contracts with nonprofit organizations and institutions of higher education the threshold is $100,000.) In addition, such contracts shall describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor. a. Termination for Convenience (General Provision) The (Recipient) may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close‐out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to (Recipient) to be paid the Contractor. If the Contractor has any property in its possession belonging to the (Recipient), the Contractor will account for the same, and dispose of it in the manner the (Recipient) directs. b. 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 (Recipient) may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. 16.D.16.e Packet Pg. 1354 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. If it is later determined by the (Recipient) 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 (Recipient), after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure (General Provision) The (Recipient) 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 (Recipient)'s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from (Recipient) setting forth the nature of said breach or default, (Recipient) 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 (Recipient) from also pursuing all available remedies against Contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that (Recipient) elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit (Recipient)'s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. e. Termination for Convenience (Professional or Transit Service Contracts) The (Recipient), by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. f. 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 (Recipient) may terminate this contract for default. The (Recipient) 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 Recipient. g. 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 (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of 16.D.16.e Packet Pg. 1355 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. 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 Recipient goods, the Contractor shall, upon direction of the (Recipient), protect and preserve the goods until surrendered to the Recipient or its agent. The Contractor and (Recipient) 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 (Recipient). h. Termination for Default (Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the Recipient 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 Recipient resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the Recipient in completing the work. The Contractor's right to proceed shall not be terminated nor the Contractor charged with 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 the Recipient, acts of another Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. The contractor, within [10] days from the beginning of any delay, notifies the (Recipient) in writing of the causes of delay. If in the judgment of the (Recipient), the delay is excusable, the time for completing the work shall be extended. The judgment of the (Recipient) shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Recipient. i. Termination for Convenience or Default (Architect and Engineering) The (Recipient) may terminate this contract in whole or in part, for the Recipient's convenience or because of the 16.D.16.e Packet Pg. 1356 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. failure of the Contractor to fulfill the contract obligations. The (Recipient) 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 Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for the convenience of the Recipient, the 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 Recipient may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Recipient. 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 Recipient. j. Termination for Convenience of Default (Cost‐Type Contracts) The (Recipient) may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of the (Recipient) 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 (Recipient), or property supplied to the Contractor by the (Recipient). If the termination is for default, the (Recipient) 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 (Recipient) and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of the (Recipient), the Contractor shall be paid its contract close‐out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the (Recipient) determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the contractor, the (Recipient), after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. 16. Government‐Wide Debarment and Suspension (Nonprocurement) 49 CFR Part 29 Executive Order 12549 16.D.16.e Packet Pg. 1357 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. Background and Applicability In conjunction with the Office of Management and Budget and other affected Federal agencies, DOT published an update to 49 CFR Part 29 on November 26, 2003. This government‐wide regulation implements Executive Order 12549, Debarment and Suspension, Executive Order 12689, Debarment and Suspension, and 31 U.S.C. 6101 note (Section 2455, Public Law 103‐355, 108 Stat. 3327). The provisions of Part 29 apply to all grantee contracts and subcontracts at any level expected to equal or exceed $25,000 as well as any contract or subcontract (at any level) for Federally required auditing services. 49 CFR 29. 220(b). This represents a change from prior practice in that the dollar threshold for application of these rules has been lowered from $100,000 to $25,000. These are contracts and subcontracts referred to in the regulation as “covered transactions.” Grantees, contractors, and subcontractors (at any level) that enter into covered transactions are required to verify that the entity (as well as its principals and affiliates) they propose to contract or subcontract with is not excluded or disqualified. They do this by (a) Checking the Excluded Parties List System, (b) Collecting a certification from that person, or (c) Adding a clause or condition to the contract or subcontract. This represents a change from prior practice in that certification is still acceptable but is no longer required. 49 CFR 29.300. Grantees, contractors, and subcontractors who enter into covered transactions also must require the entities they contract with to comply with 49 CFR 29, subpart C and include this requirement in their own subsequent covered transactions (i.e., the requirement flows down to subcontracts at all levels). Suspension and Debarment This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. 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 State of Georgia and its Authorized Users. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the State of Georgia and its Authorized Users. 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 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 17. Privacy Act 16.D.16.e Packet Pg. 1358 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. 5 U.S.C. 552 Applicability to Contracts When a grantee maintains files on drug and alcohol enforcement activities for FTA, and those files are organized so that information could be retrieved by personal identifier, the Privacy Act requirements apply to all contracts except micro purchases under $3,500. Flow Down The Federal Privacy Act requirements flow down to each third party contractor and their contracts at every tier. Privacy Act: Contracts Involving Federal Privacy Act Requirements ‐ The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: 1. The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. 2. The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. 18. Civil Rights Requirements 29 U.S.C. § 623, 42 U.S.C. § 2000 42 U.S.C. § 6102, 42 U.S.C. § 12112 42 U.S.C. § 12132, 49 U.S.C. § 5332 29 CFR Part 1630, 41 CFR Parts 60 et seq. Applicability to Contracts The Civil Rights Requirements apply to all contracts except micro purchases under $3,500. Flow Down 16.D.16.e Packet Pg. 1359 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. The Civil Rights requirements flow down to all third party contractors and their contracts at every tier. The following clause was predicated on language contained at 49 CFR Part 19, Appendix A, but FTA has shorten the lengthy text. Civil Rights ‐ The following requirements apply to the underlying contract: 1. Nondiscrimination ‐ In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and 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, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. 2. Equal Employment Opportunity ‐ The following equal employment opportunity requirements apply to the underlying contract: a. Race, Color, Creed, National Origin, Sex ‐ In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor 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. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. 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, creed, national origin, sex, or age. 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. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. b. Age ‐ In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, 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. c. Disabilities ‐ In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 16.D.16.e Packet Pg. 1360 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 3. The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 19. Breaches and Dispute Resolution 49 CFR Part 18 FTA Circular 4220.1F (https://www.transit.dot.gov/regulations‐and‐guidance/fta‐circulars/third‐party‐contracting‐guidance.) Applicability to Contracts All contracts in excess of $100,000 shall contain provisions or conditions which will allow for administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as may be appropriate. This may include provisions for bonding, penalties for late or inadequate performance, retained earnings, liquidated damages or other appropriate measures. Flow Down The Breaches and Dispute Resolutions requirements flow down to all tiers. Disputes ‐ Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of (Recipient)'s [title of employee]. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the [title of employee]. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the [title of employee] shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute ‐ Unless otherwise directed by (Recipient), Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages ‐ Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies ‐ Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the (Recipient) and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the (Recipient) is located. 16.D.16.e Packet Pg. 1361 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. Rights and Remedies ‐ The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the (Recipient), (Architect) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 20. Disadvantaged Business Enterprise (DBE) 49 CFR Part 26 Background and Applicability The newest version on the Department of Transportation’s Disadvantaged Business Enterprise (DBE) program became effective July 16, 2003. The rule provides guidance to grantees on the use of overall and contract goals, requirement to include DBE provisions in subcontracts, evaluating DBE participation where specific contract goals have been set, reporting requirements, and replacement of DBE subcontractors. Additionally, the DBE program dictates payment terms and conditions (including limitations on retainage) applicable to all subcontractors regardless of whether they are DBE firms or not. The DBE program applies to all DOT‐assisted contracting activities. A formal clause such as that below must be included in all contracts above the micro‐purchase level. The requirements of clause subsection b flow down to subcontracts. A substantial change to the payment provisions in this newest version of Part 26 concerns retainage (see section 26.29). Grantee choices concerning retainage should be reflected in the language choices in clause subsection d. The following clause language incorporates the payment terms and conditions applicable to all subcontractors based in Part 26 as well as those related only to DBE subcontractors. The suggested language allows for the options available to grantees concerning retainage, specific contract goals, and evaluation of DBE subcontracting participation when specific contract goals have been established. Disadvantaged Business Enterprises a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, and Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency’s overall goal for DBE participation is __ %. A separate contract goal [of __ % DBE participation has] [has not] been established for this procurement. b. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency’s overall goal for DBE participation is 15%. The contractor will take 16.D.16.e Packet Pg. 1362 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. active and aggressive efforts to assist the Department in meeting or exceeding its overall DBE participation. The directory of current DBE firms certified in the State of Georgia can be found at: http://www.dot.ga.gov/PartnerSmart/Business/Pages/DBE.aspx c. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT‐assisted contract. 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 deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). d. {If a separate contract goal has been established, use the following} Bidders/offerors are required to document sufficient DBE participation to meet these goals or, alternatively, document adequate good faith efforts to do so, as provided for in 49 CFR 26.53. Award of this contract is conditioned on submission of the following [concurrent with and accompanying sealed bid] [concurrent with and accompanying an initial proposal] [prior to award]: 1. The names and addresses of DBE firms that will participate in this contract; 2. A description of the work each DBE will perform; 3. The dollar amount of the participation of each DBE firm participating; 4. Written documentation of the bidder/offeror’s commitment to use a DBE subcontractor whose participation it submits to meet the contract goal; 5. Written confirmation from the DBE that it is participating in the contract as provided in the prime contractor’s commitment; and 6. If the contract goal is not met, evidence of good faith efforts to do so. [Bidders][Offerors] must present the information required above [as a matter of responsiveness] [with initial proposals] [prior to contract award] (see 49 CFR 26.53(3)). {If no separate contract goal has been established, use the following} The successful bidder/offeror will be required to report its DBE participation obtained through race‐neutral means throughout the period of performance. e. 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 from the Authorized Users of the State of Georgia. In addition, [the contractor may not hold retainage from its subcontractors.] [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.] [is required to return any retainage payments to those subcontractors within 30 days after incremental acceptance of the 16.D.16.e Packet Pg. 1363 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. subcontractor’s work by the {insert agency name} and contractor’s receipt of the partial retainage payment related to the subcontractor’s work.] f. The contractor must promptly notify State of Georgia 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 State of Georgia. 21. Incorporation of Federal Transit Administration (FTA) Terms FTA Circular 4220.1F Applicability to Contracts The incorporation of FTA terms applies to all contracts except micro purchases under $3,500. Flow Down The incorporation of FTA terms has unlimited flow down. Model Clause/Language Incorporation of Federal Transit Administration (FTA) Terms ‐ The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions. 22. Protests. a. The Recipient’s Role and Responsibilities. The Common Grant Rules charges the recipient with the initial responsibility to resolve protests of third party contract awards. (1) Protest Procedures. Apart from other methods the recipient may have to resolve third party contract issues, such as mediation or arbitration, the Common Grant Rule for governmental recipients requires the recipient to have protest procedures. While the Common Grant Rule for non‐governmental recipients does not impose a similar requirement on a non‐governmental recipient, FTA expects each recipient to have 16.D.16.e Packet Pg. 1364 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. appropriate written protest procedures, as part of its requirement to maintain or acquire adequate technical capacity to implement the project. (2) Responsibilities to FTA. The recipient’s minimum responsibilities to FTA consist of the following: (a) Notify FTA Expeditiously. The Common Grant Rule for governmental recipients requires a governmental recipient to notify FTA when it receives a third party contract protest to which this circular applies, and to keep FTA informed about the status of the protest. A non‐governmental recipient involved in a protest is similarly expected to notify FTA when it receives a third party contract protest to which the circular applies, and to similarly keep FTA informed about the status of the protest. The recipient is expected to provide the following information: 1 Subjects. A list of protests involving third party contracts and potential third party contracts that: a Have a value exceeding $100,000, or b Involve a controversial matter, irrespective of amount, or c Involve a highly publicized matter, irrespective of amount. 2 Details. The following information about each protest: a A brief description of the protest, b The basis of disagreement, and c If open, how far the protest has proceeded, or d If resolved, the agreement or decision reached, and e Whether an appeal has been taken or is likely to be taken. 3 When and Where. The recipient should provide this information: a In its next quarterly Milestone Progress Report, and b At its next Project Management Oversight review, if any. Small recipients may report less frequently if no protests are outstanding. 4 FTA Officials to Notify. When a recipient denies a bid protest, and especially if an appeal to FTA is likely to occur, FTA expects the recipient to inform the FTA Regional Administrator for the region administering a regional project, or the FTA Associate Administrator for the program office administering a 16.D.16.e Packet Pg. 1365 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. headquarters project directly. FTA also encourages the recipient to keep its FTA project manager informed about protests with which it is involved. In particular, the recipient should contact its project manager about any unusual activity. (b) Access to Information. FTA expects the recipient to disclose information about any third party procurement protest to FTA upon request. FTA reserves the right to require the recipient to provide copies of a particular protest or all protests, and any or all related supporting documents as FTA may determine necessary. b. FTA’s Role and Responsibilities. FTA has developed an appeals process for reviewing protests of a recipient’s procurement decisions. (1) Requirements for the Protester. The protester must: (a) Qualify as an “Interested Party.” Only an “interested party” qualifies for FTA review of its appeal. An “interested party” is a party that is an actual or prospective bidder or offeror whose direct economic interest would be affected by the award or failure to award the third party contract at issue. 1 Subcontractors. A subcontractor does not qualify as an “interested party” because it does not have a direct economic interest in the results of the procurement. 2 Associations or Organizations. An association or organization that does not perform contracts does not qualify as an “interested party,” because it does not have a direct economic interest in the results of the procurement. (b) Exhaust Administrative Remedies. The protester must exhaust its administrative remedies by pursuing the recipient’s protest procedures to completion before appealing the recipient’s decision to FTA. (c) Appeal within Five Days. The protester must deliver its appeal to the FTA Regional Administrator for the region administering its project or the FTA Associate Administrator for the program office administering its project within five (5) working days of the date when the protester has received actual or constructive notice of the recipient’s final decision. Likewise, the protester must provide its appeal to the FTA Regional Administrator for the region administering its project or the FTA Associate Administrator for the program office administering its project within five (5) working days of the date when the protester has identified other grounds for appeal to FTA. For example, other grounds for appeal include the recipient’s failure to have or failure to comply with its protest procedures or failure to review the protest. (2) Extent of FTA Review. As provided in the Common Grant Rule for governmental recipients, FTA will limit its review of third party contract protests as follows: 16.D.16.e Packet Pg. 1366 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. (a) The Recipient’s Procedural Failures. FTA will consider a protest if the recipient: 1 Does not have protest procedures, or 2 Has not complied with its protest procedures, or 3 Has not reviewed the protest when presented an opportunity to do so. (b) Violations of Federal Law or Regulations. FTA will not consider every appeal filed by a protestor of an FTA recipient’s protest decision merely because a Federal law or regulation may be involved. Instead, FTA will exercise discretionary jurisdiction over those appeals involving issues important to FTA’s overall public transportation program. FTA will refer violations of Federal law for which it does not have primary jurisdiction to the Federal authority having proper jurisdiction. (c) Violations of State or Local Law or Regulations. FTA will refer violations of State or local law to the State or local authority having proper jurisdiction. (3) FTA Determinations to Decline Protest Reviews. FTA’s determination to decline jurisdiction over a protest does not mean that FTA approves of or agrees with the recipient’s decision or that FTA has determined the contract is eligible for Federal participation. FTA’s determination means only that FTA does not consider the issues presented to be sufficiently important to FTA’s overall program that FTA considers a review to be required. 23. Compliance with Federal Requirements and clauses Applicable to: All contracts. Contractor (bidder) is responsible for ensuring its compliance with all applicable Federal Transit Administration (FTA) requirements. Additionally, Contractor is responsible for ensuring that subcontractors, at as many tiers of the Project as required, perform in accordance with the terms, conditions and specifications of the contract, including all applicable FTA requirements. Upon request of Authority or FTA, Contractor shall provide evidence of the steps it has taken to ensure its compliance with the FTA requirements, as well as evidence of the steps it has taken to ensure subcontractor performance, and/or submit evidence of subcontractor's compliance, at all tiers. 24. Americans with Disabilities Act (ADA) Americans with Disabilities Act of 1990 (ADA), as amended 16.D.16.e Packet Pg. 1367 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. 42 USC § 12101 et seq. Section 504 of the Rehabilitation Act of 1973, as amended 29 USC § 794; 49 USC § 5301(d) Applicable to: All contracts. The Contractor agrees to comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), as amended, 42 USC § 12101 et seq.; section 504 of the Rehabilitation Act of 1973, as amended, 29 USC § 794; 49 USC § 5301(d); and any implementing requirements FTA may issue. These regulations provide that no handicapped individual, solely by reason of his or her handicap, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity included in or resulting from this Agreement. 25. Prompt payment and Return of Retainage Applicable to: All contracts. The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 15 calendar days from the receipt of each payment the prime contractor receives from Authority. The prime contractor agrees further to return retainage payments (if any) to each subcontractor within 30 calendar days after the subcontractor(s)' work is satisfactory completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of Authority. This clause applies to both DBE and non‐DBE subcontractors. It is the responsibility of the subcontractors to notify the Contract Manager, State Purchasing Division, State of Georgia of prime contractor noncompliance with the above prompt payment provisions. Upon receipt of such notification, Authority will investigate and take appropriate action. 26. Contract Work Hours and Safety Standards 29 CFR 5.5 § 5.5 Contract provisions and related matters. Applicable to: Operations/Management, Rolling Stock, and Constructions contracts > $100,000.00. Link to an amendment published at 81 FR 43450, July 1, 2016. 16.D.16.e Packet Pg. 1368 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. (a) The Agency head shall cause or require the contracting officer to insert in full in any contract in excess of $2,000 which is entered into for the actual construction, alteration and/or repair, including painting and decorating, of a public building or public work, or building or work financed in whole or in part from Federal funds or in accordance with guarantees of a Federal agency or financed from funds obtained by pledge of any contract of a Federal agency to make a loan, grant or annual contribution (except where a different meaning is expressly indicated), and which is subject to the labor standards provisions of any of the acts listed in § 5.1, the following clauses (or any modifications thereof to meet the particular needs of the agency, Provided, That such modifications are first approved by the Department of Labor): (1) Minimum wages. (i) All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis‐Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (a)(1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in § 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, That the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under paragraph (a)(1)(ii) of this section) and the Davis‐Bacon poster (WH‐1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (ii) (A) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: 16.D.16.e Packet Pg. 1369 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30‐day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30‐day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis‐Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (2) Withholding. The (write in name of Federal Agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally‐assisted contract subject to Davis‐Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or 16.D.16.e Packet Pg. 1370 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the contract, the (Agency) may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3) Payrolls and basic records. (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis‐Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis‐Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii) (A) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the (write in name of appropriate federal agency) if the agency is a party to the contract, but if the agency is not such a party, the contractor will submit the payrolls to the applicant, sponsor, or owner, as the case may be, for transmission to the (write in name of agency). The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g., the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH‐347 is available for this purpose from the Wage and Hour Division Web site at http://www.dol.gov/esa/whd/forms/wh347instr.htm or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered 16.D.16.e Packet Pg. 1371 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. worker, and shall provide them upon request to the (write in name of appropriate federal agency) if the agency is a party to the contract, but if the agency is not such a party, the contractor will submit them to the applicant, sponsor, or owner, as the case may be, for transmission to the (write in name of agency), the contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the sponsoring government agency (or the applicant, sponsor, or owner). (B) Each payroll submitted shall be accompanied by a “Statement of Compliance,” signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1) That the payroll for the payroll period contains the information required to be provided under § 5.5 (a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under § 5.5 (a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct and complete; (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH‐347 shall satisfy the requirement for submission of the “Statement of Compliance” required by paragraph (a)(3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the (write the name of the agency) or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees ‐ 16.D.16.e Packet Pg. 1372 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. (i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is 16.D.16.e Packet Pg. 1373 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal employment opportunity. The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. (5) Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. (6) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the (write in the name of the Federal agency) may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. (7) Contract termination: debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis‐Bacon and Related Act requirements. All rulings and interpretations of the Davis‐Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7.. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. (10) Certification of eligibility. (i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis‐Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis‐Bacon Act or 29 CFR 5.12(a)(1). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. 16.D.16.e Packet Pg. 1374 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. (b) Contract Work Hours and Safety Standards Act. The Agency Head shall cause or require the contracting officer to insert the following clauses set forth in paragraphs (b)(1), (2), (3), and (4) of this section in full in any contract in an amount in excess of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by § 5.5(a) or § 4.6 of part 4 of this title. As used in this paragraph, the terms laborers and mechanics include watchmen and guards. (1) Overtime requirements. No contractor or subcontractor contracting for any part of the conract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one‐half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally‐assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (b)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (b)(1) through (4) of this section. (c) In addition to the clauses contained in paragraph (b), in any contract subject only to the Contract Work Hours and Safety Standards Act and not to any of the other statutes cited in § 5.1, the Agency Head shall cause or require the contracting officer to insert a clause requiring that the contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall 16.D.16.e Packet Pg. 1375 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment K Federal Requirements and Clauses. preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Further, the Agency Head shall cause or require the contracting officer to insert in any such contract a clause providing that the records to be maintained under this paragraph shall be made available by the contractor or subcontractor for inspection, copying, or transcription by authorized representatives of the (write the name of agency) and the Department of Labor, and the contractor or subcontractor will permit such representatives to interview employees during working hours on the job. (The information collection, recordkeeping, and reporting requirements contained in the following paragraphs of this section were approved by the Office of Management and Budget: [48 FR 19540, Apr. 29, 1983, as amended at 51 FR 12265, Apr. 9, 1986; 55 FR 50150, Dec. 4, 1990; 57 FR 28776, June 26, 1992; 58 FR 58955, Nov. 5, 1993; 61 FR 40716, Aug. 5, 1996; 65 FR 69693, Nov. 20, 2000; 73 FR 77511, Dec. 19, 2008] END OF DOCUMENT Paragraph OMB Control Number (a)(1)(ii)(B) 1215‐0140 (a)(1)(ii)(C) 1215‐0140 (a)(1)(iv) 1215‐0140 (a)(3)(i) 1215‐0140, 1215‐0017 (a)(3)(ii)(A) 1215‐0149 (c) 1215‐0140, 1215‐0017 16.D.16.e Packet Pg. 1376 Attachment: ABSCBS2017-03-16-17.42.01.57614-Attachment_L__2016_Georgia_Mass_Transit_-Federal_Clauses (12388 : GA Contract for 16.D.16.g Packet Pg. 1377 Attachment: Fully Executed Renewal #1 Packet Creative Bus Sales (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.g Packet Pg. 1378 Attachment: Fully Executed Renewal #1 Packet Creative Bus Sales (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.g Packet Pg. 1379 Attachment: Fully Executed Renewal #1 Packet Creative Bus Sales (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.g Packet Pg. 1380 Attachment: Fully Executed Renewal #1 Packet Creative Bus Sales (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.g Packet Pg. 1381 Attachment: Fully Executed Renewal #1 Packet Creative Bus Sales (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.g Packet Pg. 1382 Attachment: Fully Executed Renewal #1 Packet Creative Bus Sales (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.g Packet Pg. 1383 Attachment: Fully Executed Renewal #1 Packet Creative Bus Sales (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.g Packet Pg. 1384 Attachment: Fully Executed Renewal #1 Packet Creative Bus Sales (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.g Packet Pg. 1385 Attachment: Fully Executed Renewal #1 Packet Creative Bus Sales (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.g Packet Pg. 1386 Attachment: Fully Executed Renewal #1 Packet Creative Bus Sales (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.g Packet Pg. 1387 Attachment: Fully Executed Renewal #1 Packet Creative Bus Sales (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.g Packet Pg. 1388 Attachment: Fully Executed Renewal #1 Packet Creative Bus Sales (12388 : GA Contract for Purchase of 30 Ft Trolley) State of Georgia Statewide Standard Contract Form Solicitation Title Public Mass Transit and Transportation Solicitation Number 99999-001-SPD0000138 Contract Number 99999-001-SPD0000138-0003 Related Vehicles 1 . This Contract is entered into between the Agency and the Contractor named below: Agency's Name Department of Administrative Services Contractor's Name Creative Bus Sales, Inc. 2. Contract to Begin:Renewals: (hereafter called Agency) (hereafter called Contractor) 12/14/2017 Date of Completion: 12/13/2018 4 one (1) year renewals Other Bonds, if any: 3.Performance Bond. if any: N/A N/A 4. Authorized Person to Receive Contract Notices for Agency: Authorized Person to Receive Contract Notices for Contractor: 5. The parties agree to comply with the terms and conditions of the following attachments 'Mlich are by this reference made a part of the Statewide Contract: Attachment 1: Statewide Contract for Goods and Ancillary Services Attachment 2: Solicitation (referenced above) Attachment 3: Contractor's Final Response IN WITNES S WHEREOF, this Contract has been executed by the parties hereto. 6. Contractor Contractor's Name (If other than an individual, state whether a corporation, partnership, etc.) Creative Bus Sales, Inc. Marcus Hoffman, Transit Sales Address 800 Pickens Drive Ext. Marietta, GA 30062 7. Agency Name Department of Administrative Services Printed Name and Title of Person Signing Lisa Eason, Deputy Comissioner, Purchasing, 15t�fedmont Ave S.E., Ste 1308, West Tower Atlanta GA 30334 Revised 07/06/16 Date Signed 3/10/2017 A enc /-;},. -,3-J SPD-SP006 16.D.16.h Packet Pg. 1389 Attachment: Signed_Contract_Creative_Bus (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.h Packet Pg. 1390 Attachment: Signed_Contract_Creative_Bus (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.h Packet Pg. 1391 Attachment: Signed_Contract_Creative_Bus (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.h Packet Pg. 1392 Attachment: Signed_Contract_Creative_Bus (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.h Packet Pg. 1393 Attachment: Signed_Contract_Creative_Bus (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.h Packet Pg. 1394 Attachment: Signed_Contract_Creative_Bus (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.h Packet Pg. 1395 Attachment: Signed_Contract_Creative_Bus (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.h Packet Pg. 1396 Attachment: Signed_Contract_Creative_Bus (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.h Packet Pg. 1397 Attachment: Signed_Contract_Creative_Bus (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.h Packet Pg. 1398 Attachment: Signed_Contract_Creative_Bus (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.h Packet Pg. 1399 Attachment: Signed_Contract_Creative_Bus (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.h Packet Pg. 1400 Attachment: Signed_Contract_Creative_Bus (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.h Packet Pg. 1401 Attachment: Signed_Contract_Creative_Bus (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.h Packet Pg. 1402 Attachment: Signed_Contract_Creative_Bus (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.h Packet Pg. 1403 Attachment: Signed_Contract_Creative_Bus (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.h Packet Pg. 1404 Attachment: Signed_Contract_Creative_Bus (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.h Packet Pg. 1405 Attachment: Signed_Contract_Creative_Bus (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.h Packet Pg. 1406 Attachment: Signed_Contract_Creative_Bus (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.i Packet Pg. 1407 Attachment: Signed_NOA_Mass_Transit_1 (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.i Packet Pg. 1408 Attachment: Signed_NOA_Mass_Transit_1 (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.i Packet Pg. 1409 Attachment: Signed_NOA_Mass_Transit_1 (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.i Packet Pg. 1410 Attachment: Signed_NOA_Mass_Transit_1 (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.i Packet Pg. 1411 Attachment: Signed_NOA_Mass_Transit_1 (12388 : GA Contract for Purchase of 30 Ft Trolley) 16.D.16.i Packet Pg. 1412 Attachment: Signed_NOA_Mass_Transit_1 (12388 : GA Contract for Purchase of 30 Ft Trolley) Revised 02/11/11 SPD-SP012 SPD-SP011 CERTIFICATE OF NON-COLLUSION By responding to this solicitation, the supplier understands and agrees to the following: 1. That the submitted response constitutes an offer, which when accepted in writing by the State Entity, and subject to the terms and conditions of such acceptance, will constitute a valid and binding contract between the undersigned and the State Entity; and 2. That the supplier has read the specifications and requirements shown or referenced in the solicitation and that the supplier’s response is made in accordance with the provisions of such specifications and requirements except as expressly stated otherwise in the supplier’s response; and 3. That the supplier guarantees and certifies that all items included in the supplier’s response meet or exceed any and all such stated specifications and requirements of the solicitation except as expressly stated otherwise in the supplier’s response; and 4. That, if awarded a contract, the supplier will deliver goods and/or services that meet or exceed the specifications and requirements of the solicitation except as expressly stated otherwise in the supplier’s response; and 5. That the response submitted by the supplier shall be valid and held open for a period of one hundred and twenty (120) days (or such other time period as identified in the solicitation) from the final solicitation closing date and that the response may be held open for an additional period of time subject to the supplier’s consent; and 6. That the supplier’s response is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a response for the same materials, supplies, equipment, or services and is in all respects fair and without collusion or fraud. The supplier understands and agrees that collusive bidding is a violation of state and federal law and can result in fines, prison sentences, and civil damage awards; and 7. That the provisions of the Official Code of Georgia Annotated, Sections 45 -10-20 et seq. have not been violated and will not be violated in any respect. DO NOT MODIFY THE BID/PROPOSAL CERTIFICATION TERMS IN ANY WAY. THIS FORM MUST BE COMPLETED, SIGNED AND SUBMITTED WITH YOUR RESPONSE. Contractor’s Full Legal Name: (PLEASE TYPE OR PRINT) Creative Bus Sales, Inc. Authorized Signature: Printed Name and Title of Person Signing: Marcus Hoffman, Transit Sales Date: 3/10/2017 Company Address: 800 Pickens Drive Ext. Marietta, GA 30062 FAX Number: 909-465-5529 Email Address: marcush@creativebussales.com *This table must be completed in its entirety by the supplier. 16.D.16.j Packet Pg. 1413 Attachment: ABSCBS2017-03-16-17.40.25.58912-Attachment_R_Certificate_of_NonCollusion (12388 : GA Contract for Purchase of 30 Ft Trolley) Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Attachment M: Federally Required Certification Forms Form 1: Fly America Requirements; 49 U.S.C. §40118; 41 CFR Part 301‐10 49 U.S.C. §40118 41 CFR Part 301‐10 The Contractor agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301‐10, which provide that recipients and sub recipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government‐financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. The bidder or offeror hereby certifies that it complies with the requirements of 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301‐ 10. Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301‐10 The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301‐10 Date ______________________________________________________________ Signature __________________________________________________________ Printed Name: ______________________________________________________ Company Name _____________________________________________________ Title _______________________________________________________________ 16.D.16.k Packet Pg. 1414 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 2: Buy America Requirements Certification Form 49 U.S.C. 5323(j) 49 CFR Part 661 Certification requirement for procurement of buses, other rolling stock and associated equipment. Certificate of Compliance with 49 U.S.C. 5323(j)(2)(C). The bidder or offeror hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j)(2)(C). Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales Certificate of Non‐Compliance with 49 U.S.C. 5323(j)(2)(C) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11, but may qualify for an exception pursuant to 49 U.S.C. 5323(j)(2)(A), 5323(j)(2)(B), or 5323(j)(2)(D), and 49 C.F.R. 661.7. Date ________________________________________________________________ Signature _____________________________________________________________ Printed Name: _________________________________________________________ Company Name ________________________________________________________ Title _________________________________________________________________ 16.D.16.k Packet Pg. 1415 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 3: Cargo Preference Requirements 46 U.S.C. 1241 46 CFR Part 381 Cargo Preference ‐ Use of United States‐Flag Vessels ‐ The contractor agrees: a. to use privately owned United States‐Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States‐Flag commercial vessels; b. to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on‐board" commercial ocean bill‐of ‐lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractor's bill‐of‐lading.) c. to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. The bidder or offeror hereby certifies that it will comply with the Cargo Preference Requirements as stated above Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales Certificate of Non‐Compliance with 49 U.S.C. 5323(j)(2)(C) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11, but may qualify for an exception pursuant to 49 U.S.C. 5323(j)(2)(A), 5323(j)(2)(B), or 5323(j)(2)(D), and 49 C.F.R. 661.7. Date ________________________________________________________________ Signature ____________________________________________________________ Printed Name: ________________________________________________________ Company Name _______________________________________________________ Title _________________________________________________________________ 16.D.16.k Packet Pg. 1416 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 4: Energy Conservation Requirements 42 U.S.C. 6321 et seq. 49 CFR Part 18 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. Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1417 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 5: Clean Water Requirements 33 U.S.C. 1251 (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq . The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1418 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 6: Certification of Compliance with FTA Bus Testing Requirements 49 U.S.C. 5318(e), CFR Part 665 Bus Testing ‐ The Contractor [Manufacturer] agrees to comply with 49 U.S.C. A 5323(c) and FTA's implementing regulation at 49 CFR Part 665 and shall perform the following: 1. A manufacturer of a new bus model or a bus produced with a major change in components or configuration shall provide a copy of the final test report to the recipient at a point in the procurement process specified by the recipient which will be prior to the recipient's final acceptance of the first vehicle. 2. A manufacturer who releases a report under paragraph 1 above shall provide notice to the operator of the testing facility that the report is available to the public. 3. If the manufacturer represents that the vehicle was previously tested, the vehicle being sold should have the identical configuration and major components as the vehicle in the test report, which must be provided to the recipient prior to recipient's final acceptance of the first vehicle. If the configuration or components are not identical, the manufacturer shall provide a description of the change and the manufacturer's basis for concluding that it is not a major change requiring additional testing. 4. If the manufacturer represents that the vehicle is "grandfathered" (has been used in mass transit service in the United States before October 1, 1988, and is currently being produced without a major change in configuration or components), the manufacturer shall provide the name and address of the recipient of such a vehicle and the details of that vehicle's configuration and major components. The undersigned [Contractor/Manufacturer] certifies that the vehicle offered in this procurement complies with 49 U.S.C. A 5323(c) and FTA's implementing regulation at 49 CFR Part 665. The undersigned understands that misrepresenting the testing status of a vehicle acquired with Federal financial assistance may subject the undersigned to civil penalties as outlined in the Department of Transportation's regulation on Program Fraud Civil Remedies, 49 CFR Part 31. In addition, the undersigned understands that FTA may suspend or debar a manufacturer under the procedures in 49 CFR Part 29. Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1419 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 6: (Page 2) Certification of Compliance with FTA’s Bus Testing Requirements 49 U.S.C. 5318(e) 49 CFR Part 665 Certificate of Non‐Compliance The bidder hereby certifies that it cannot comply with the requirements of 49 U.S.C. Section 5323(j)(2)(C) and Section 165(b)(3) of the Surface Transportation Assistance Act of 1982, as amended, but may qualify for an exception to the requirements consistent with 49 U.S.C. Sections 5323(j)(2)(B) or (j)(2)(D), Sections 165(b)(2) or (b)(4) of the Surface Transportation Assistance Act, as amended, and regulations in 49 C.F.R. 661.7. Date: _____________________________________________________________ Signature: _________________________________________________________ Printed Name: ______________________________________________________ Company Name: ____________________________________________________ Title: _____________________________________________________________ 16.D.16.k Packet Pg. 1420 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 7: Pre‐Award and Post Delivery Audit Requirements 49 U.S.C. 5323 49 CFR Part 663 Pre‐Award and Post‐Delivery Audit Requirements ‐ The Contractor agrees to comply with 49 U.S.C. § 5323(l) and FTA's implementing regulation at 49 C.F.R. Part 663 and to submit the following certifications: 1. Buy America Requirements: The Contractor shall complete and submit a declaration certifying either compliance or noncompliance with Buy America. If the Bidder/Offeror certifies compliance with Buy America, it shall submit documentation which lists 1) component and subcomponent parts of the rolling stock to be purchased identified by manufacturer of the parts, their country of origin and costs; and 2) the location of the final assembly point for the rolling stock, including a description of the activities that will take place at the final assembly point and the cost of final assembly. 2. Solicitation Specification Requirements: The Contractor shall submit evidence that it will be capable of meeting the bid specifications. 3. Federal Motor Vehicle Safety Standards (FMVSS): The Contractor shall submit 1) manufacturer's FMVSS self‐certification sticker information that the vehicle complies with relevant FMVSS or 2) manufacturer's certified statement that the contracted buses will not be subject to FMVSS regulations. Certificate of Compliance The bidder hereby certifies that it will comply with the requirements of 49 U.S.C. Section 5323(j)(2)(C), Section 165(b)(3) of the Surface Transportation Assistance Act of 1982, as amended, and the regulations of 49 C.F.R. 661.11: Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1421 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 8:‐‐Certification Regarding Lobbying 31 U.S.C. 1352 49 CFR Part 19 49 CFR Part 20 Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form‐‐LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104‐65, to be codified at 2 U.S.C. 1601, et seq .)] 3. The undersigned shall require that the language of this certification be included in the award documents for all sub awards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. § 1352(c)(1)‐(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] 16.D.16.k Packet Pg. 1422 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 8:‐‐ (Page 2) Certification Regarding Lobbying The Contractor, Creative Bus Sales, Inc. , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. __________________________ Signature of Contractor's Authorized Official Marcus Hoffman, Transit Sales Name and Title of Contractor's Authorized Official 3/10/2017 Date Certificate of Compliance The bidder hereby certifies that it will comply with the requirements of 49 U.S.C. Section 5323(j)(2)(C), Section 165(b)(3) of the Surface Transportation Assistance Act of 1982, as amended, and the regulations of 49 C.F.R. 661.11: Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1423 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 9: Access to Records and Reports 49 U.S.C. 5325 18 CFR 18.36 (i) 49 CFR 633.17 In accordance with 49 U.S.C. 5325, 18 CFR 18.36 (i) and 49 CFR 633.17 the Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal and State requirements for access to public records and reports. Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1424 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 10: Federal Changes 49 CFR Part 18 Federal Changes ‐ 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 Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. Certificate of Compliance The bidder hereby certifies that it will comply with the requirements of 49 U.S.C. Section 5323(j)(2)(C), Section 165(b)(3) of the Surface Transportation Assistance Act of 1982, as amended, and the regulations of 49 C.F.R. 661.11: Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1425 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 11: Clean Air 42 U.S.C. 7401 et seq 40 CFR 15.61 49 CFR Part 18 Clean Air ‐ (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1426 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 12: Recycled Products 42 U.S.C. 6962 40 CFR Part 247 Executive Order 12873 The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1427 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 13: No Government Obligations to Third Parties The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. The Contractor also agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1428 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 14: Program Fraud and False or Fraudulent Statements and Related Acts 31 U.S.C. 3801 et seq. 49 CFR Part 31 18 U.S.C. 1001 49 U.S.C. 5307 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. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1429 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 15: Termination 49 U.S.C.Part 18 FTA Circular 4220.1F The Contractor agrees with the requirements and procedures outlined in 49 U.S.C.Part 18 and FTA Circular 4220.1F regarding Termination Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1430 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 16: Government‐Wide Debarment and Suspension (Nonprocurement) 49 CFR Part 29 Executive Order 12549 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 State of Georgia and its Authorized Users. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the State of Georgia and its Authorized Users. 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 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1431 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 17: Privacy Act 5 U.S.C. 552 The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1432 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 18. Civil Rights Requirements 29 U.S.C. § 623, 42 U.S.C. § 2000 42 U.S.C. § 6102, 42 U.S.C. § 12112 42 U.S.C. § 12132, 49 U.S.C. § 5332 29 CFR Part 1630, 41 CFR Parts 60 et seq. 1. Nondiscrimination ‐ In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and 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, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. 2. Race, Color, Creed, National Origin, Sex ‐ In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor 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. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. 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, creed, national origin, sex, or age. 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. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 3. Age ‐ In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, 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 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment 16.D.16.k Packet Pg. 1433 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. Form 18. (Page 2) Civil Rights Requirements 5. The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1434 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 19: Breaches and Dispute Resolution 49 CFR Part 18 FTA Circular 4220.1F Contractor agrees to comply with the requirements and procedures set forth in 49 CFR Part 18 and FTA Circular 4220.1F concerning Breaches and Dispute Resolution. Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1435 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 20: Disadvantaged Business Enterprise (DBE) 49 CFR Part 26 Background and Applicability The newest version on the Department of Transportation’s Disadvantaged Business Enterprise (DBE) program became effective July 16, 2003. The rule provides guidance to grantees on the use of overall and contract goals, requirement to include DBE provisions in subcontracts, evaluating DBE participation where specific contract goals have been set, reporting requirements, and replacement of DBE subcontractors. Additionally, the DBE program dictates payment terms and conditions (including limitations on retainage) applicable to all subcontractors regardless of whether they are DBE firms or not. The DBE program applies to all DOT‐assisted contracting activities. A formal clause such as that below must be included in all contracts above the micro‐purchase level. The requirements of clause subsection b flow down to subcontracts. A substantial change to the payment provisions in this newest version of Part 26 concerns retainage (see section 26.29). Grantee choices concerning retainage should be reflected in the language choices in clause subsection d. The following clause language incorporates the payment terms and conditions applicable to all subcontractors based in Part 26 as well as those related only to DBE subcontractors. The suggested language allows for the options available to grantees concerning retainage, specific contract goals, and evaluation of DBE subcontracting participation when specific contract goals have been established. Disadvantaged Business Enterprises a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, and Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency’s overall goal for DBE participation is __ %. A separate contract goal [of __ % DBE participation has] [has not] been established for this procurement. b. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency’s overall goal for DBE participation is 15%. The contractor will take active and aggressive efforts to assist the Department in meeting or exceeding its overall DBE participation. The directory of current DBE firms certified in the State of Georgia can be found at: http://www.dot.ga.gov/PartnerSmart/Business/Pages/DBE.aspx c. 16.D.16.k Packet Pg. 1436 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 20: (Page 2) Disadvantaged Business Enterprise (DBE) d. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT‐assisted contract. 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 deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). e. {If a separate contract goal has been established, use the following} Bidders/offerors are required to document sufficient DBE participation to meet these goals or, alternatively, document adequate good faith efforts to do so, as provided for in 49 CFR 26.53. Award of this contract is conditioned on submission of the following [concurrent with and accompanying sealed bid] [concurrent with and accompanying an initial proposal] [prior to award]: 1. The names and addresses of DBE firms that will participate in this contract; 2. A description of the work each DBE will perform; 3. The dollar amount of the participation of each DBE firm participating; 4. Written documentation of the bidder/offeror’s commitment to use a DBE subcontractor whose participation it submits to meet the contract goal; 5. Written confirmation from the DBE that it is participating in the contract as provided in the prime contractor’s commitment; and 6. If the contract goal is not met, evidence of good faith efforts to do so. [Bidders][Offerors] must present the information required above [as a matter of responsiveness] [with initial proposals] [prior to contract award] (see 49 CFR 26.53(3)). {If no separate contract goal has been established, use the following} The successful bidder/offeror will be required to report its DBE participation obtained through race‐neutral means throughout the period of performance. f. 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 from the Authorized Users of the State of Georgia. In addition, [the contractor may not hold retainage from its subcontractors.] [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.] [is required to return any retainage payments to those subcontractors within 30 days after incremental acceptance of the 16.D.16.k Packet Pg. 1437 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 20: (Page 3) Disadvantaged Business Enterprise (DBE) g. subcontractor’s work by the {insert agency name} and contractor’s receipt of the partial retainage payment related to the subcontractor’s work.] h. The contractor must promptly notify State of Georgia 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 State of Georgia. Contractor agrees to comply with the requirements and procedures set forth in 49 CFR Part 26 Concerning Disadvantaged Business Enterprise (DBE). Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1438 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 21: Incorporation of Federal Transit Administration (FTA) Terms FTA Circular 4220.1F Incorporation of Federal Transit Administration (FTA) Terms ‐ The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any State of Georgia or its Authorized Users requests which would cause (name of grantee) to be in violation of the FTA terms and conditions. Contractor agrees to comply with the requirements and procedures set forth in 49 CFR Part 26 concerning Disadvantaged Business Enterprise (DBE). Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1439 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 22: Protests FTA Circular 4220.1F 1. Protests. a. The Recipient’s Role and Responsibilities. The Common Grant Rules charges the recipient with the initial responsibility to resolve protests of third party contract awards. (1) Protest Procedures. Apart from other methods the recipient may have to resolve third party contract issues, such as mediation or arbitration, the Common Grant Rule for governmental recipients requires the recipient to have protest procedures. While the Common Grant Rule for non‐governmental recipients does not impose a similar requirement on a non‐governmental recipient, FTA expects each recipient to have appropriate written protest procedures, as part of its requirement to maintain or acquire adequate technical capacity to implement the project. (2) Responsibilities to FTA. The recipient’s minimum responsibilities to FTA consist of the following: (a) Notify FTA Expeditiously. The Common Grant Rule for governmental recipients requires a governmental recipient to notify FTA when it receives a third party contract protest to which this circular applies, and to keep FTA informed about the status of the protest. A non‐governmental recipient involved in a protest is similarly expected to notify FTA when it receives a third party contract protest to which the circular applies, and to similarly keep FTA informed about the status of the protest. The recipient is expected to provide the following information: 1 Subjects. A list of protests involving third party contracts and potential third party contracts that: a Have a value exceeding $100,000, or b Involve a controversial matter, irrespective of amount, or c Involve a highly publicized matter, irrespective of amount. 2 Details. The following information about each protest: a A brief description of the protest, b The basis of disagreement, and c If open, how far the protest has proceeded, or d If resolved, the agreement or decision reached, and 16.D.16.k Packet Pg. 1440 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 22: (Page 2) Protests e Whether an appeal has been taken or is likely to be taken. 3 When and Where. The recipient should provide this information: a In its next quarterly Milestone Progress Report, and b At its next Project Management Oversight review, if any. Small recipients may report less frequently if no protests are outstanding. 4 FTA Officials to Notify. When a recipient denies a bid protest, and especially if an appeal to FTA is likely to occur, FTA expects the recipient to inform the FTA Regional Administrator for the region administering a regional project, or the FTA Associate Administrator for the program office administering a headquarters project directly. FTA also encourages the recipient to keep its FTA project manager informed about protests with which it is involved. In particular, the recipient should contact its project manager about any unusual activity. (b) Access to Information. FTA expects the recipient to disclose information about any third party procurement protest to FTA upon request. FTA reserves the right to require the recipient to provide copies of a particular protest or all protests, and any or all related supporting documents as FTA may determine necessary. b. FTA’s Role and Responsibilities. FTA has developed an appeals process for reviewing protests of a recipient’s procurement decisions. (1) Requirements for the Protester. The protester must: (a) Qualify as an “Interested Party.” Only an “interested party” qualifies for FTA review of its appeal. An “interested party” is a party that is an actual or prospective bidder or offeror whose direct economic interest would be affected by the award or failure to award the third party contract at issue. 1 Subcontractors. A subcontractor does not qualify as an “interested party” because it does not have a direct economic interest in the results of the procurement. 2 Consortia/Joint Ventures/Partnerships/Teams. An established consortium, joint venture, partnership, or team that is an actual bidder or offeror and is acting in its entirety, would qualify as an “interested party” because it has a direct economic interest in the results of the procurement. An individual member of a consortium, joint venture, partnership, or team, acting solely in its individual 16.D.16.k Packet Pg. 1441 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 22: (Page 3) Protests capacity, does not qualify as an “interested party” because it does not have a direct economic interest in the results of the procurement. 3. Associations or Organizations. An association or organization that does not perform contracts does not qualify as an “interested party,” because it does not have a direct economic interest in the results of the procurement. (b) Exhaust Administrative Remedies. The protester must exhaust its administrative remedies by pursuing the recipient’s protest procedures to completion before appealing the recipient’s decision to FTA. (c) Appeal Within Five Days. The protester must deliver its appeal to the FTA Regional Administrator for the region administering its project or the FTA Associate Administrator for the program office administering its project within five (5) working days of the date when the protester has received actual or constructive notice of the recipient’s final decision. Likewise, the protester must provide its appeal to the FTA Regional Administrator for the region administering its project or the FTA Associate Administrator for the program office administering its project within five (5) working days of the date when the protester has identified other grounds for appeal to FTA. For example, other grounds for appeal include the recipient’s failure to have or failure to comply with its protest procedures or failure to review the protest. (2) Extent of FTA Review. As provided in the Common Grant Rule for governmental recipients, FTA will limit its review of third party contract protests as follows: (a) The Recipient’s Procedural Failures. FTA will consider a protest if the recipient: 1 Does not have protest procedures, or 2 Has not complied with its protest procedures, or 3 Has not reviewed the protest when presented an opportunity to do so. (b) Violations of Federal Law or Regulations. FTA will not consider every appeal filed by a protestor of an FTA recipient’s protest decision merely because a Federal law or regulation may be involved. Instead, FTA will exercise discretionary jurisdiction over those appeals involving issues important to FTA’s overall public transportation program. FTA will refer violations of Federal law for which it does not have primary jurisdiction to the Federal authority having proper jurisdiction. (c) Violations of State or Local Law or Regulations. FTA will refer violations of State or local law to the State or local authority having proper jurisdiction. 16.D.16.k Packet Pg. 1442 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 22: (Page 4) Protests (3) FTA Determinations to Decline Protest Reviews. FTA’s determination to decline jurisdiction over a protest does not mean that FTA approves of or agrees with the recipient’s decision or that FTA has determined the contract is eligible for Federal participation. FTA’s determination means only that FTA does not consider the issues presented to be sufficiently important to FTA’s overall program that FTA considers a review to be required. Contractor agrees to comply with the Federal and State protest procedures Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1443 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 23 ‐ Compliance with Federal Transit Administration (FTA) and Other Federal Requirements and Clauses Contractor (bidder) is responsible for ensuring its compliance with all applicable Federal Transit Administration (FTA) requirements. Additionally, Contractor is responsible for ensuring that subcontractors, at as many tiers of the Project as required, perform in accordance with the terms, conditions and specifications of the contract, including all applicable FTA requirements. Upon request of Authority or FTA, Contractor shall provide evidence of the steps it has taken to ensure its compliance with the FTA requirements, as well as evidence of the steps it has taken to ensure subcontractor performance, and/or submit evidence of subcontractor's compliance, at all tiers. Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1444 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 24 Americans with Disabilities Act (ADA) The Contractor agrees to comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), as amended, 42 USC § 12101 et seq.; section 504 of the Rehabilitation Act of 1973, as amended, 29 USC § 794; 49 USC § 5301(d); and any implementing requirements FTA may issue. These regulations provide that no handicapped individual, solely by reason of his or her handicap, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity included in or resulting from this Agreement. Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1445 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 25 Prompt Payment and Return of Retainage The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 15 calendar days from the receipt of each payment the prime contractor receives from Authority. The prime contractor agrees further to return retainage payments (if any) to each subcontractor within 30 calendar days after the subcontractor(s)' work is satisfactory completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of Authority. This clause applies to both DBE and non‐DBE subcontractors. It is the responsibility of the subcontractors to notify State Contract Manager, Billy Gilbert via email at billy.gilbert@doas.ga.gov ‐of prime contractor noncompliance with the above prompt payment provisions. Upon receipt of such notification, the State will investigate and take appropriate action. By affix of signature, Contractor hereby agrees to abide by the above‐listed requirements and agrees to supply appropriate documentation: Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1446 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. 26. Contract Work Hours and Safety Standards 29 CFR 5.5 § 5.5 Contract provisions and related matters. Applicable to: Operations/Management, Rolling Stock, and Constructions contracts > $100,000.00. Contractor (bidder) is responsible for ensuring its compliance with 29 CFR 5.5 requirements. Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1447 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft Attachment M: Federally Required Certification Forms State of Georgia 2016 Public Mass Transit & Transportation Related Vehicles with Accessories, Supplies and Attachments Solicitation. Attachment L - Federal Requirements/Clauses Certification Forms. Form 27 Transit Vehicle Manufacturer Certification Pursuant to the provisions of Section 105(f) of the Surface Transportation Assistance Act of 1982, each bidder for this contract must certify that it has complied with the requirements of 40 CFR Part 26.49, regarding the participation of Disadvantaged Business Enterprises (DBEs) in FTA‐assisted procurements of transit vehicles. Absent this certification, properly completed and signed, a bid shall be deemed non‐ responsive. Certification: I hereby certify, for the bidder named below, that it has complied with the provisions of 49 CFR Part 26.49 and that I am duly authorized by said bidder to make this certification. Date: _________3/10/2017__________________________________________ Signature: ________________________________________________________ Printed Name: Marcus Hoffman Company Name: Creative Bus Sales, Inc. Title: Transit Sales 16.D.16.k Packet Pg. 1448 Attachment: ABSCBS2017-03-16-17.42.28.24515-Attachment_M-FTA_Master_Certification_Forms (12388 : GA Contract for Purchase of 30 Ft UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION MASTER AGREEMENT For Federal Transit Administration Agreements authorized by 49 U.S.C. chapter 53 and Title 23, United States Code (Highways), as amended by, the Fixing America’s Surface Transportation (FAST) Act, the Moving Ahead for Progress in the 21st Century Act (MAP-21), the Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users (SAFETEA-LU), the SAFETEA-LU Technical Corrections Act of 2008, or other federal laws that FTA administers. FTA MA(22) October 1, 2015 http://www.fta.dot.gov [This Page Intentionally Left Blank] TABLE OF CONTENTS ii FTA Master Agreement MA(22), 10-1-2015 PREFACE .................................................................................................................................................... 1 GENERALLY APPLICABLE PROVISIONS .......................................................................................... 2 Section 1. Terms of the Master Agreement and Compliance .................................................... 2 Section 2. Definitions. ................................................................................................................... 3 Section 3. Implementation. .......................................................................................................... 9 Section 4. Ethics. ......................................................................................................................... 13 Section 5. Federal Assistance. .................................................................................................... 18 Section 6. Non-Federal Share .................................................................................................... 20 Section 7. Payments to Recipient .............................................................................................. 21 Section 8. Records and Reports Related to the Award and the Underlying Agreement. .... 28 Section 9. Record Retention and Access to Sites of Performance. ......................................... 32 Section 10. Completion, Audit, Settlement, and Closeout. ..................................................... 33 Section 11. Right of the Federal Government to Terminate. ................................................. 34 Section 12. Civil Rights. ............................................................................................................. 34 Section 13. Planning. .................................................................................................................. 40 Section 14. Private Enterprise. .................................................................................................. 41 Section 15. Preference for United States Products and Services. .......................................... 41 Section 16. Procurement. ........................................................................................................... 42 Section 17. Patent Rights. .......................................................................................................... 45 Section 18. Rights in Data and Copyrights. ............................................................................. 46 Section 19. Use of Real Property, Equipment, and Supplies. ................................................. 47 Section 20. Transit Asset Management. ................................................................................... 51 Section 21. Insurance. ................................................................................................................ 51 TABLE OF CONTENTS iii FTA Master Agreement MA(22), 10-1-2015 Section 22. Relocation and Real Property. ............................................................................... 52 Section 23. Construction. ........................................................................................................... 53 Section 24. Employee Protections ............................................................................................. 53 Section 25. Environmental Protections. ................................................................................... 55 Section 26. State Management and Monitoring Systems. ....................................................... 57 Section 27. Charter Service ....................................................................................................... 58 Section 28. School Bus Operations. ........................................................................................... 58 Section 29. Geographic Information and Related Spatial Data ............................................. 59 Section 30. Federal “$1 Coin” Requirements .......................................................................... 59 Section 31. Public Transportation Safety Program ................................................................ 59 Section 32. Motor Carrier Safety .............................................................................................. 59 Section 33. Safe Operation of Motor Vehicles ......................................................................... 60 Section 34. Substance Abuse...................................................................................................... 61 Section 35. Protection of Sensitive Security and Other Sensitive Information .................... 61 Section 36. Special Notification Requirements for States ....................................................... 61 Section 37. Freedom of Information ......................................................................................... 62 Section 38. Disputes, Breaches, Defaults, or Other Litigation ............................................... 62 Section 39. Amendments to the Underlying Agreement. ........................................................ 63 Section 40. FTA’s Electronic Award and Management System ............................................ 63 Section 41. Information Obtained through Internet Links .................................................... 64 Section 42. Severability .............................................................................................................. 64 SPECIAL PROVISIONS FOR SPECIFIC PROGRAMS ..................................................................... 64 Section 43. Special Provisions for All “Research-Type” Programs ....................................... 64 TABLE OF CONTENTS iv FTA Master Agreement MA(22), 10-1-2015 Section 44. Special Provisions for the State Safety Oversight Grant Program .................... 66 Section 45. Special Provisions for the State Infrastructure Bank Program ......................... 67 Section 46. Special Provisions for the TIFIA Program ........................................................... 67 Section 47. Special Provisions for the Joint FTA – FRA Program ........................................ 68 APPENDIX A ............................................................................................................................................. 1 FTA Master Agreement MA(22), 10-1-2015 1 UNITED STATES DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION MASTER AGREEMENT PREFACE Statutory Authorities This is the official Federal Transit Administration (FTA) Master Agreement that applies to each Underlying Agreement (Grant Agreement, Cooperative Agreement, Loan, Loan Guarantee, or Line of Credit) for a specific Award authorized by: 1. Federal transit laws, 49 U.S.C. chapter 53, as amended, by the following: a. The Fixing America’s Surface Transportation (FAST) Act, Public Law No. 114-94, December 4, 2015, b. The Moving Ahead for Progress in the 21st Century Act (MAP-21), Public Law No. 112- 141, July 6, 2012, as amended by the ‘‘Surface Transportation and Veterans Health Care Choice Improvement Act of 2015,’’ Public Law No. 114-41, July 31, 2015, and other authorizing legislation to be enacted, and c. The Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users (SAFETEA-LU), Public Law No. 109-59, August 10, 2005, as amended by the SAFETEA-LU Technical Corrections Act of 2008, Public Law No 110-244, June 6, 2008. 2. Continuing Resolutions or Other Appropriations Resolutions or Acts funding the Department of Transportation during Fiscal Year 2016. 3. Title 23, United States Code (Highways). 4. Other federal legislation FTA administers, as FTA so determines. Purpose of the Master Agreement This FTA Master Agreement contains the standard terms and conditions that apply to the Underlying Agreement with the Recipient, which Underlying Agreement may take the form of an: 1. FTA Grant Agreement, including an FTA Grant Agreement for an award of federal assistance under the Tribal Transit Program, 2. FTA Cooperative Agreement, or 2 FTA Master Agreement MA(22), 10-1-2015 3. FTA Transportation Infrastructure Finance Innovation Act (TIFIA) Loan, Loan Guarantee, or Line of Credit. THEREFORE, in consideration of the mutual covenants, promises, and representations herein, FTA and the Recipient agree as follows: GENERALLY APPLICABLE PROVISIONS Section 1. Terms of the Master Agreement and Compliance a. The Recipient must comply with all applicable federal laws, regulations, and requirements, and should follow applicable federal guidance, except as FTA determines otherwise in writing. b. To assure compliance with federal laws, regulations, and requirements, the Recipient must take measures to assure that other participants in its Underlying Agreements (e.g., Third Party Participants) comply with applicable federal laws, regulations, and requirements, and follow applicable federal guidance, except as FTA determines otherwise in writing. c. FTA may take enforcement action if the Recipient or a Third Party Participant violates an applicable federal law, regulation, or requirement, or does not follow applicable federal guidance. d. FTA and the Recipient agree that not every provision of this Master Agreement will apply to every Recipient or Underlying Agreement. (1) FTA has divided the Master Agreement into “Terms of Agreement,” “Generally Applicable Provisions,” and “Special Provisions for Specific Programs.” (2) This Master Agreement has an Appendix A illustrating the specific provisions of the Master Agreement that apply to the Tribal Transit Programs. (3) Criteria determining which federal laws, regulations, requirements, and guidance apply include the type of Award, the federal law authorizing federal assistance for the Award, the federal law or regulations governing how the Award must be implemented, the federal guidance pertaining to the Award, and the Recipient’s legal status as a “state,” “state instrumentality,” a “local government,” a federally recognized Indian Tribe (Indian Tribe), a “private nonprofit entity,” a “private for- profit entity,” or an individual. e. As provided by federal laws, regulations, requirements, and guidance, FTA will enforce only those federal laws, regulations, requirements, and guidance that apply to the specific FTA Recipient, its Third Party Participants, or any Project and related activities encompassed in the Award, the accompanying Underlying Agreement, and any Amendments thereto. f. Each provision of this Master Agreement must be interpreted in context with all other provisions of this Master Agreement and the Underlying Agreement. If a single provision is read apart from the rest of this Master Agreement or the Underlying 3 FTA Master Agreement MA(22), 10-1-2015 Agreement, that provision might not convey the extent of the Recipient’s responsibility to comply with the requirements of this Master Agreement and the Underlying Agreement. g. This Master Agreement does not have an Expiration Date, and this Master Agreement continues to apply to the Recipient and its Underlying Agreement, until modified or superseded by a more recently enacted or issued applicable federal law, regulation, requirement, or guidance, or amendment to this Master Agreement or the Underlying Agreement. Section 2. Definitions. In addition to the definitions provided in 49 U.S.C. § 5302, as amended by the FAST Act, or in previous legislation if circumstances may require, the Recipient agrees that the following definitions control the meaning of the terms and conditions in this Master Agreement and apply throughout this Master Agreement. 1. Application means the request for federal assistance submitted in FTA’s electronic award and management system that is signed and dated by the Applicant or an official authorized to act on the behalf of the Applicant, and includes all explanatory, supporting, and supplementary documents filed with FTA by or on behalf of the Applicant, and has been reviewed by FTA staff and addresses FTA’s comments and concerns. 2. Approval, unless FTA determines otherwise in writing, means a written statement of an authorized federal official transmitted electronically or in typewritten hard copy expressly permitting the Recipient to take or omit an action in connection with its Underlying Agreement, and signed by a federal official authorized to permit the Recipient to take or omit an action that may not be taken or omitted without the Federal Government’s permission. Approval does not mean permission to take or omit a similar action other than the specific action for which approval was given and does not include an oral permission or interpretation, which has no legal force, authority, or effect. For purposes of this Master Agreement, the definition of “approval” also applies to “concurrence” and “waiver.” 3. Associated transit improvement means, with respect to any project or an area to be served by a project, projects that are designed to enhance public transportation service or use and that are physically or functionally related to transit facilities. 4. Award means the Scope of Work that FTA has approved when FTA agreed to provide federal assistance; the Award also includes the requirements of all documents, terms, and conditions incorporated by reference and made part of the Underlying Agreement, which may be a Grant or Cooperative Agreement. 5. Award Budget [formerly, Approved Project Budget] means the budget for all the Projects encompassed by the FTA Award. Project Budget means the budget allocated for a Project contained within an Award that FTA or a pass-through entity approves during the federal award process or in subsequent amendments to the federal award. It may include 4 FTA Master Agreement MA(22), 10-1-2015 the federal and non-federal share or only the federal share, as determined by FTA or the pass-through entity. For legal and other purposes, FTA reserves the right to consider information other than that displayed electronically or on paper in the “Award Budget” to determine the scope of the Award, eligible project activities, and other terms used in connection with the Award. 6. Common Rules means: a. U.S. DOT regulations, “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,” 2 C.F.R. part 1201, which incorporates by reference U.S. OMB regulatory guidance, “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,” 2 C.F.R. part 200, b. U.S. DOT regulations, “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments,” former 49 C.F.R. part 18, and c. U.S. DOT regulations, “Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non- profit Organizations,” former 49 C.F.R. part 19. 7. Concurrence has the same meaning as the definition of Approval in this section of this Master Agreement. 8. Cooperative Agreement means an instrument the Federal Government uses to award federal assistance to the Recipient to support each specific Project and related activities described in the Underlying Agreement in which, consistent with 31 U.S.C. § 6305, the Federal Government takes an active role and retains substantial control. An FTA Cooperative Agreement consists of three parts: a. The FTA Award, consisting of the amount of federal assistance FTA is providing to support each specific Project and related activities, and a description of each Project, as set forth in the Application submitted to FTA in FTA’s electronic award and management system; b. The Terms and Conditions incorporated by reference and made part of the Cooperative Agreement, consisting of the following documents, irrespective of whether electronic or in typewritten hard copy: (1) The most recent "Federal Transit Administration Master Agreement," which applies to this Cooperative Agreement, http://www.fta.dot.gov, (2) The current Certifications and Assurances applicable to the FTA Award that the Recipient has selected and provided to FTA, and (3) Any Award notification containing special conditions or requirements if issued; and c. The Execution of the Cooperative Agreement by the Recipient. 9. Designated Recipient, means an entity designated, in accordance with the planning process under sections 5303 and 5304, by the governor of a state, responsible local officials, and publicly owned operators of public transportation, to receive and apportion amounts under section 5336 to urbanized areas of 200,000 or more in population; or a 5 FTA Master Agreement MA(22), 10-1-2015 state or regional authority, if the authority is responsible under the laws of a state for a capital project and for financing and directly providing public transportation. 10. Disability has the same meaning as in section 3(1) of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12102. 11. Federal Assistance means a type of federal funding that the Recipient receives through the Underlying Agreement. 12. Federal Award Identification Number has the same meaning as “Project No.” in previous Grant Agreements and Cooperative Agreements with FTA. 13. Federal Credit Instrument means a Loan, Loan Guarantee, or Line of Credit made available to a Recipient under the Transportation Infrastructure Finance and Innovation Act (TIFIA) of 1998, as amended, 23 U.S.C. §§ 601 – 609. 14. Federal Government means the United States of America and any of its executive departments or agencies. 15. Federal Guidance includes any federal document or publication signed by an authorized federal official providing official instructions or advice about a federal program that is not defined as a “federal requirement” and applies to entities other than the Federal Government. Federal Guidance also may apply to the Federal Government, and may take the form of a: a. Federal directive, b. Federal circular, c. Federal order, d. Federal published policy, e. Federal administrative practice, f. Federal guideline, g. Federal guidance document, h. Letter signed by an authorized federal official, or i. Similar document. 16. Federal Requirement means: a. An applicable federal law, regulation, or executive order, b. An applicable provision of the Underlying Agreement, including any Special Condition, Requirement, Provision, or Condition of Award, c. This Master Agreement, d. A later Master Agreement after FTA and the Recipient have entered into the Underlying Agreement, or e. Another applicable federal mandate. 17. Federal Transit Administration (FTA) is an operating administration of Department of Transportation (U.S. DOT). Any reference to the “Urban Mass Transportation 6 FTA Master Agreement MA(22), 10-1-2015 Administration” (also referred to as “UMTA”) refers to the “Federal Transit Administration” or “FTA” when appearing in any records of the United States. 18. Federal Transit Administrator is the head of the Federal Transit Administration. 19. Federally Recognized Indian Tribe means an Indian tribe that is federally recognized by the Bureau of Indian Affairs of the U.S. Department of the Interior in accordance with the provisions of the Federally Recognized Indian Tribe List Act of 1994, as amended, 25 U.S.C. § 479a and 25 U.S.C. § 479a note. 20. Fiscal Year, as used in this Master Agreement, means “federal fiscal year,” which begins on October 1 of each calendar year and ends on September 30 of each calendar year. 21. Governor means the governor of a state, the mayor of the District of Columbia, and the chief executive officer of a territory of the United States and includes the designee of the governor. 22. Grant Agreement means an instrument the Federal Government uses to award federal assistance to the Recipient to support each specific Project and related activities described in the Underlying Agreement in which, consistent with 31 U.S.C. § 6304, the Federal Government does not takes an active role, and the Federal Government does not retain substantial control. An FTA Grant Agreement consists of three parts: a. The FTA Award, consisting of the amount of federal assistance FTA is providing to support each specific Project and related activities, and a description of each Project, as set forth in the Application submitted to FTA in FTA’s electronic award and management system; b. The Terms and Conditions incorporated by reference and made part of the Grant Agreement, consisting of the following documents, irrespective of whether electronic or in typewritten hard copy: (1) The most recent "Federal Transit Administration Master Agreement," which applies to this Grant Agreement, http://www.fta.dot.gov, (2) The current Certifications and Assurances applicable to the FTA Award that the Recipient has selected and provided to FTA, and (3) Any Award notification containing special conditions or requirements if issued; and c. The Execution of the Grant Agreement by the Recipient. 23. Indian Tribe means the Recipient or Subrecipient that receives “Tribal Transit Program” assistance authorized by 49 U.S.C. § 5311(c)(1) to support its Underlying Agreement. 24. Internal Controls means a process, implemented by a non-Federal entity, designed to provide reasonable assurance regarding the achievement of objectives in the following categories: (1) effectiveness and efficiency of operations, (2) reliability of reporting for internal and external use, and (3) compliance with applicable laws and regulations. 7 FTA Master Agreement MA(22), 10-1-2015 25. Local Government Authority includes (A) a political subdivision of a state; (B) an authority of at least one state or political subdivision of a state; (C) an Indian tribe; and (D) a public corporation, board, or commission established under the laws of a state. 26. Low-Income Individual, for purposes of 49 U.S.C. § 5311(j)(1)(A)(iii), means an individual whose family income is at or below 100 percent of the poverty line, as that term is defined in section 673(2) of the Community Services Block Grant Act, 42 U.S.C. § 9902(2), including any revision required under that section, for a family of the size involved. 27. Non-Federal Funds or Non-Federal Share includes the following sources of funding or in-kind property or services used to match the federal assistance awarded for the Grant or Cooperative Agreement: a. Local funds, b. Local in-kind property or services, c. State funds, d. State in-kind property or services, and e. Other federal funds for which the federal statute authorizing a program specifically provides that federal funds made available for such program can be applied to matching or cost sharing requirements of other federal programs. 28. Non-Tribal Service Provider, for purposes of 49 U.S.C. § 5311(j)(2), means a non-tribal provider of public transportation that connects residents of tribal lands with surrounding communities, improves access to employment or healthcare, or otherwise addresses the mobility needs of tribal members. 29. Project means public transportation improvement activities eligible for federal assistance in an application to FTA and/or in an FTA Award. 30. Public Transportation, has the same meaning as “transit” or “mass transportation,” and, consistent with the definition at 49 U.S.C. § 5302(14), means regular, continuing shared- ride surface transportation services that are open to the general public, or open to a segment of the general public defined by age, disability, or low income, but does not include: a. Intercity passenger rail transportation provided by Amtrak or a successor thereof as described in 49 U.S.C. chapter 243, b. Intercity bus service, c. Charter service, d. School bus service, e. Sightseeing service, f. Courtesy shuttle service for patrons of one or more specific establishments, or g. Intra-terminal or intra-facility shuttle services. 31. Recipient means a non-federal entity that receives a federal award directly from a Federal awarding agency to carry out an activity under a federal program. The term “Recipient” does not include “Subrecipients.” 8 FTA Master Agreement MA(22), 10-1-2015 32. Scope of Work means the purpose of the Grant Agreement or Cooperative Agreement and the activities and approaches required to carry out a project. The scope of work consists of various components, including the Award Budget, beneficiaries, locations, and other aspects identified in the approved application. FTA reserves the right to consider other information in determining the “scope of the project” or the “scope of work of a Grant Agreement or Cooperative Agreement” when “scope” is used for other purposes. See the latest edition of the FTA Master Agreement. 33. Split Letter (sometimes referred to as a suballocation letter or government subapportionment letter) means a letter in which a Designated Recipient of Urbanized Area Formula Grant Program authorized by 49 U.S.C. § 5307, agrees to a reassignment or reallocation of that federal assistance to one or more direct Recipients. 34. Subagreement or Subgrant means an agreement through which the Recipient awards federal assistance to its Subrecipient(s) to support or stimulate any of the Recipient’s or Subrecipient’s Projects or related activities supported under the Award, the accompanying Underlying Agreement, or Amendments thereto, but does not include a third party contract, third party subcontract, or lease. 35. Subrecipient or Subgrantee means any entity or person that receives federal assistance provided by an FTA Recipient instead of FTA directly, but does not include a Third Party Contractor, Third Party Subcontractor, or Lessee. 36. Third Party Agreement includes agreements or arrangements supported in whole or in part with federal assistance awarded to a Recipient by FTA, including a subagreement with a subrecipient, a third party contract, a third party subcontract, a lease, or similar arrangement or agreement as FTA may recognize. 37. Third Party Contract means a legal instrument by which a Recipient or Subrecipient purchases property or services needed to carry out the Grant Agreement or Cooperative Agreement. This does not include an instrument describing a transaction that meets the definition of a federal Award, Grant, Cooperative Agreement, Subaward, or Subagreement. 38. Third Party Participant, includes agreements or arrangements supported in whole or in part with federal assistance awarded to a Recipient by FTA, including a subagreement with a subrecipient, third party contract, third party subcontract, lease, or similar arrangement or agreement as FTA may recognize. 39. Third Party Subcontract means a subcontract entered into by the Third Party Contractor with a Third Party Subcontractor, or a Third Party Subcontractor with another Third Party Subcontractor at any tier, and is supported in whole or in part with the federal assistance originally derived from FTA, or non-federal share dedicated to the Recipient’s Underlying Agreement. 9 FTA Master Agreement MA(22), 10-1-2015 40. Underlying Agreement means a specific Grant Agreement, Cooperative Agreement, Other Agreement, or Federal Credit Instrument, including any amendments thereto, supported with federal assistance appropriated or made available under the TIFIA program. 41. Unique Entity Identifier has two meanings: a. A Recipient’s and a Subrecipient’s unique entity identifier for purposes of the “System of Award Management” (SAM), currently, is the DUNs Number, but b. For FTA purposes, FTA also assigns a separate Recipient/Vendor ID as a “unique entity identifier,” which is a four digit number and is displayed on the Grant Agreement and the Cooperative Agreement following the heading “Recipient ID.” 42. Waiver has the same meaning as the definition of Approval in this section of this Master Agreement. Section 3. Implementation. a. Effective Date. The Effective Date of Recipient’s Underlying Agreement is the date when the authorized FTA official signs the Underlying Agreement. b. Description of Each Project. The “Description of Each Project” in the “FTA Award” section of the Recipient’s Underlying Agreement often provides only a brief description of each Project and related activities to be undertaken by the Recipient; therefore, the Recipient agrees to perform the work described in the terms of its Underlying Agreement, including all the documents and information incorporated by reference and made part of that Underlying Agreement. c. Prompt Implementation. After receiving notice that the FTA official signed the Underlying Agreement, the Recipient agrees to undertake promptly each Project and related activities described in the Underlying Agreement. d. Completion Dates. The Recipient agrees to complete each Project within the time periods specified in the Underlying Agreement. Unless FTA determines otherwise in writing, the milestone dates and other completion dates applicable to the Award are good faith estimates and are not intended to be firm contractual requirements. However, FTA and the Recipient agree that milestone dates and other completion dates for Full Funding Grant Agreements, Small Starts Grant Agreements or other specific agreements in which FTA expressly states that the milestone dates or other completion dates for the Underlying Agreement are firm dates that may be enforced. e. The Recipient’s Capacity. To carry out its Underlying Agreement, the Recipient agrees to maintain: (1) Sufficient legal, financial, technical, and managerial capacity, and adequate functional capacity to: 10 FTA Master Agreement MA(22), 10-1-2015 (a) Plan, manage, and complete its responsibilities outlined in the Underlying Agreement, (b) Use the project property, (c) Carry out the safety and security aspects of the Underlying Agreement, (d) Comply with the terms and conditions of the Underlying Agreement, the Recipient’s annual Certifications and Assurances to FTA, and applicable federal laws, regulations, and requirements, and (e) Follow applicable federal guidance, except as the Federal Government determines otherwise in writing. (2) Strong internal controls to assure that it is managing its Award in compliance with federal statutes, regulations, and the terms and conditions of the Underlying Agreement including, but not limited to: (a) Amendments or revisions to its Award Budget, (b) Salaries and wages of the Recipient and Subrecipient personnel, (c) Protection of personally identifiable information and other sensitive information, and (d) Other matters that must be in compliance with federal laws, regulations, requirements, and the terms and conditions of the Underlying Agreement. f. U.S. DOT Administrative Requirements. The Recipient agrees to comply with the following U.S. DOT requirements (Common Rules) to the extent applicable: (1) Requirements Applicable On or After December 26, 2014. U.S. DOT regulations, “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,” 2 C.F.R. part 1201, which incorporates by reference U.S. OMB regulatory guidance, “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,” 2 C.F.R. part 200, and which applies to an Award, the accompanying Underlying Agreement, and any Amendments to any Underlying Agreement that have been signed by an authorized FTA official on or after December 26, 2014. (2) Requirements Applicable Before December 26, 2014. The following requirements apply to the Award, the accompanying Underlying Agreement, and any Amendments thereto signed by an authorized FTA official before December 26, 2014 as follows: (a) For a state, local government, or Indian tribal government, U.S. DOT regulations, “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments,” former 49 C.F.R. part 18, (b) For an institution of higher education or a nonprofit organization, U.S. DOT regulations, “Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations,” former 49 C.F.R. part 19, or (c) For a private for-profit organization, U.S. DOT regulations, “Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-profit Organizations,” former 49 C.F.R. part 19. g. Application of Federal, State, and Local Laws, Regulations, Requirements, and Guidance. The Recipient agrees to comply with all applicable federal requirements and 11 FTA Master Agreement MA(22), 10-1-2015 federal guidance. All standards or limits are minimum requirements when those standards or limits are included in the Recipient’s Underlying Agreement, or this Master Agreement. At the time the FTA Authorized Official awards federal assistance to the Recipient in support of the Underlying Agreement, the federal requirements and guidance that apply then may be modified from time to time, and will apply to the Recipient or the accompanying Underlying Agreement. h. The Recipient’s Responsibility to Comply with Federal Requirements. Irrespective of involvement by any other entity in the Underlying Agreement: (1) General. The Recipient agrees that it must comply with all federal requirements that apply to itself and the Underlying Agreement. (2) Primary Responsibility for Compliance. (a) The Recipient, as the Direct Recipient of federal assistance, agrees that it is ultimately responsible for full compliance with federal requirements related to itself, its Award, the accompanying Underlying Agreement, and any Amendments thereto, even though: 1 A Third Party Participant provides property or services to support a Project or related activities implementing the Award, the accompanying Underlying Agreement, any Amendments thereto, or 2 Another entity or person is involved with the Award, the accompanying Underlying Agreement, or any Amendments thereto. (b) FTA and the Recipient agree that if the Recipient named in the Underlying Agreement is receiving federal assistance under 49 U.S.C. § 5307 but is not the Designated Recipient, then the Designated Recipient is not responsible for compliance with federal requirements related to the Underlying Agreement. FTA and the Recipient further agree to the terms of the Designated Recipient’s Split Letter, Suballocation Letter, or Government Subapportionment Letter attached in FTA’s Transit Award Management System (TrAMS), including (1) the amounts allocated by the Designated Recipient to each Direct Recipient, and (2) the commitment to comply with the transit enhancement requirement as stated in that letter. (c) Apart from other oversight and reviews FTA may conduct, the Recipient agrees that FTA is expressly authorized to conduct oversight of the Recipient’s and its Subrecipients’ compliance with federal requirements for safety and security, procurement (including Buy America requirements), management, and finance. i. The Recipient’s Responsibility to Extend Federal Requirements to Third Party Participants. In certain circumstances, the Recipient’s compliance with specific federal requirements depends on compliance by its Third Party Participant(s) with those federal requirements, and therefor: (1) General. The Recipient agrees to ensure that its Third Party Participant(s) will comply with applicable federal requirements, and follow applicable federal guidance. (2) The Recipient as a “Pass-Through” Entity. If the Recipient is providing a subaward to a Subrecipient to carry out all or part of its Award, the Recipient agrees to obtain the agreement of each Subrecipient to comply with U.S. DOT’s administrative requirements, as set forth above. 12 FTA Master Agreement MA(22), 10-1-2015 (3) Performance of the Recipient’s Responsibilities. If a Third Party Participant is expected to fulfill any responsibilities typically performed by the Recipient, the Recipient agrees to ensure that the Third Party Participant will carry out the Recipient’s responsibilities in compliance with federal requirements, and provide enough information to each Third Party Participant so that it understands that it will be expected to follow federal guidance. (4) Risk. As provided in 2 C.F.R. part 1201, which incorporates by reference 2 C.F.R. part 200, the Recipient agrees to evaluate the risk involved before awarding a subagreement to any entity. (5) Third Party Agreements. To comply with federal requirements, the Recipient agrees to enter into a written Third Party Agreement with each Third Party Participant in its Underlying Agreement and must include all appropriate provisions stating the Third Party Participant’s responsibilities to assure the Recipient’s capability to comply with applicable federal requirements and guidance and specifying the responsibilities that the Third Party Participant will fulfill on the Recipient’s behalf. (6) Notice to Third Party Participants. The Recipient will include notice in each Third Party Agreement that: (a) 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 (b) Applicable changes to those federal requirements will apply to each Third Party Agreement and parties thereto at any tier. j. Changed Circumstances. The Recipient agrees that changed circumstances may occur that may impact the Recipient’s ability to comply with the terms and conditions of the Underlying Agreement. (1) Types of Changes. Certain circumstances can cause significant changes in performance of a Project or related activities or adversely affect the Recipient’s ability to carry out its Underlying Agreement, such as a: (a) Change in federal requirements or guidance, (b) Change in state, territorial, local, or tribal requirements, (c) Change in the Recipient’s circumstances, including: 1 Its legal, financial, technical, or managerial capacity, 2 Its continuing control of project property, or 3 Another similar situation, and (d) Any current or prospective legal matter with potentially serious consequences, including a major dispute, default, breach, or litigation, or credible evidence that the Recipient’s principal, official, employee, agent, or a Third Party Participant, or other person has submitted a false claim under the False Claims Act, 31 U.S.C. § 3729 et seq., or has committed a criminal or civil violation of law pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving federal assistance; suspension, debarment, or other similar administrative or enforcement action against the Recipient or any Third Party Participant; or any 13 FTA Master Agreement MA(22), 10-1-2015 matter or situation, including any other change or legal action that may adversely affect the Federal Government’s interest in a Project or related activities. (2) Notice. In the circumstances described above, the Recipient agrees to provide immediate written notice to the: (a) FTA Regional Counsel for the Region in which the Recipient operates public transportation or implements the Underlying Agreement, (b) FTA Headquarters Manager that administers the Underlying Agreement, or (c) FTA Chief Counsel. k. Conflict Between Federal Requirements and State, Territorial, Local, or Tribal Requirements. The Recipient and FTA understand that a federal requirement may conflict with a state, territorial, local, or tribal requirement, and agrees that the Recipient must comply with each applicable federal requirement that pre-empts the conflicting state, territorial, local, or tribal requirement. (1) Compliance with State, Territorial, Local or Tribal Requirements. Unless otherwise pre-empted by a federal requirement, FTA and the Recipient agree that: (a) FTA expects the Recipient to comply with applicable state, territorial, local, and tribal requirements, and (b) FTA does not require the Recipient to take any action involving the Underlying Agreement that would violate a state, territorial, local, or tribal requirement that is in conflict with a federal requirement. (2) When a Conflict Arises. When a federal requirement conflicts with a state, territorial, local, or tribal requirement: (a) The Recipient must notify FTA immediately in writing if compliance with the federal requirement would violate a state, territorial, local, or tribal requirement, or require the Recipient to violate a state, territorial, local, or tribal requirement. (b) The Recipient must make appropriate arrangements with FTA to proceed with its responsibilities as set forth in the Underlying Agreement, or terminate the Underlying Agreement expeditiously, if necessary. l. No Federal Government Commitment or Liability to Third Parties. Except as the Federal Government expressly consents in writing, the Recipient agrees that: (1) The Federal Government does not and shall not have any commitment or liability related to the Underlying Agreement, to any Third Party Participant at any tier, or to any other person or entity that is not a party (Recipient or FTA) to the Underlying Agreement, 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 Underlying Agreement, 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 (Recipient or FTA) to the Underlying Agreement. Section 4. Ethics. 14 FTA Master Agreement MA(22), 10-1-2015 a. Standards of Conduct. At a minimum, the Recipient agrees to, and assures that its Subrecipients will, establish and maintain written Standards of Conduct covering conflicts of interest that: (1) Apply to the following individuals who have a present or potential financial interest, or other significant interest, such as a present or potential employment interest in the selection, award, or administration of a third party contract or subcontract: (a) The Recipient or its Subrecipients’ officers, employees, board members, or agents engaged in the selection, award, or administration of any third party agreement, (b) The immediate family members or partners of those listed above in section 4.a(1)(a) of this Master Agreement, and (c) An entity or organization that employs or is about to employ any person that has a relationship with the Recipient or its Subrecipient listed above in sections 4.a(1)(a) and (b) of this Master Agreement; (2) Prohibit those individuals listed above in section 4.a(1) from the following: (a) Engaging in any activities involving the Recipient or any of its Subrecipients’ present or potential Third Party Participants at any tier, including selection, award, or administration of a third party agreement in which the individual has a present or potential financial or other significant interest, and (b) Accepting a gratuity, favor, or anything of monetary value from a present or potential Third Party Participant in the Recipient’s Underlying Agreement, unless the gift is unsolicited, and has an insubstantial financial or nominal intrinsic value; and (3) Establish penalties, sanctions, or other disciplinary actions for violations, as permitted by state or local law or regulations, that apply to those individuals listed above in section 4.a(1) and the Recipient or Subrecipient’s Third Party Participants. b. Debarment and Suspension. The Recipient agrees to the following: (1) It will comply with the following requirements of 2 C.F.R. part 180, subpart C, as adopted and supplemented by U.S. DOT regulations at 2 C.F.R. part 1200. (2) It will not enter into any arrangement to participate in the development or implementation of the Underlying Agreement with any Third Party Participant that is debarred or suspended except as authorized by: (a) U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 C.F.R. part 1200, (b) U.S. OMB regulatory guidance, “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” 2 C.F.R. part 180, including any amendments thereto, (c) Executive Orders No. 12549, “Uniform Suspension, Debarment or Exclusion of Participant from Procurement or Nonprocurement Activity,” October 13, 1994, 31 U.S.C. § 6101 note, as amended by Executive Order No. 12689, “Debarment and Suspension,” August 16, 1989, 31 U.S.C. § 6101 note, and (d) Other applicable federal laws, regulations, or guidance regarding participation with debarred or suspended Recipients or Third Party Participants. (3) It will review the U.S. GSA “System for Award Management – Lists of Parties Excluded from Federal Procurement and Nonprocurement Programs,” https://www.sam.gov, if required by U.S. DOT regulations, 2 C.F.R. part 1200. 15 FTA Master Agreement MA(22), 10-1-2015 (4) It will include, and require each Third Party Participant to include, a similar provision in each lower tier covered transaction, ensuring that each lower tier Third Party Participant: (a) Complies with federal debarment and suspension requirements, and (b) Reviews the SAM at https://www.sam.gov, if necessary to comply with U.S. DOT regulations, 2 C.F.R. part 1200. (5) If the Recipient suspends, debars, or takes any similar action against a Third Party Participant or individual, the Recipient will provide immediate written notice to the: (a) FTA Regional Counsel for the Region in which the Recipient is located or implements the Underlying Agreement, (b) FTA Headquarters Manager that administers the Grant or Cooperative Agreement, or (c) FTA Chief Counsel. c. Bonus or Commission. The Recipient affirms that it has not paid, and agrees that it will not pay, any bonus or commission to obtain federal assistance for any Project or related activities supported under the Underlying Agreement. d. Lobbying Restrictions. The Recipient agrees that neither it nor any Third Party Participant 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 Underlying Agreement, including any extension or modification, according to the following: (1) Laws, Regulations, Requirements, and Guidance. (a) The Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352, as amended, (b) U.S. DOT regulations, “New Restrictions on Lobbying,” 49 C.F.R. part 20, to the extent consistent with 31 U.S.C. § 1352, as amended, and (c) Other applicable federal laws, regulations, requirements, and guidance prohibiting the use of federal assistance for any activity concerning legislation or appropriations designed to influence the U.S. Congress or a state legislature, and (2) Exception. If permitted by applicable federal law, regulations, or guidance, such lobbying activities described above may be undertaken through the Recipient’s or Subrecipient’s proper official channels. e. Political Activity. The Recipient agrees to comply with: (1) The Hatch Act, 5 U.S.C. chapter 15, which limits the political activities of state and local government agencies supported in whole or in part with federal assistance, including the political activities of state and local government officers and employees whose principal governmental employment activities are supported in whole or in part with federal assistance, (2) U.S. Office of Personnel Management regulations, “Political Activity of State or Local Officers or Employees,” 5 C.F.R. part 151, and (3) 49 U.S.C. § 5323(l)(2) and 23 U.S.C. § 142(g), which limits the applicability of the Hatch Act, as follows: (a) The Hatch Act does not apply to nonsupervisory employees of a public transportation system, or any other agency or entity performing related functions, based upon the Award of federal assistance under 49 U.S.C. chapter 53 or 23 U.S.C. § 142(a)(2), but 16 FTA Master Agreement MA(22), 10-1-2015 (b) Notwithstanding the preceding section 4.e(3)(a) of this Master Agreement, the Hatch Act does apply to a nonsupervisory employee if imposed for a reason other than federal assistance under 49 U.S.C. chapter 53 or 23 U.S.C. § 142(a)(2). f. False or Fraudulent Statements or Claims. (1) Civil Fraud. The Recipient acknowledges and agrees that: (a) Federal laws, regulations, and requirements apply to itself and its Underlying Agreement, including 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. (b) By executing the Underlying Agreement, the Recipient certifies and affirms to the Federal Government the truthfulness and accuracy of any claim, statement, submission, certification, assurance, affirmation, or representation that the Recipient provides to the Federal Government. (c) The Federal Government may impose the penalties of the Program Fraud Civil Remedies Act of 1986, as amended, and other applicable penalties if the Recipient presents, submits, or makes available any false, fictitious, or fraudulent information. (2) Criminal Fraud. The Recipient acknowledges that 49 U.S.C. § 5323(l)(1) authorizes the Federal Government to impose the penalties under 18 U.S.C. § 1001 if the Recipient provides a false, fictitious, or fraudulent claim, statement, submission, certification, assurance, or representation in connection with a federal public transportation program under 49 U.S.C. chapter 53 or any other applicable federal law. g. Trafficking in Persons. (1) Legal Authorities. The Recipient agrees to comply and assures the compliance of each Subrecipient, with federal requirements and guidance, including: (a) Section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended, 22 U.S.C. § 7104(g), and (b) The terms of this section 4.g, which has been derived from U.S. OMB regulatory guidance, “Award Term for Trafficking in Persons,” 2 C.F.R. part 175, per U.S. OMB’s direction. (2) Definitions. The Recipient agrees that for purposes of this section 4.g: (a) Employee means either: (1) an individual who is employed by the Recipient or a Subrecipient, and is participating in a Project or related activities as set forth in the Underlying Agreement, or (2) another person who is participating in a Project or related activities as set forth in the Underling Agreement and is not compensated by the Recipient, including, but not limited to, a volunteer, or an individual whose services are contributed by the Recipient or Third Party Participant as an in-kind contribution toward the cost sharing or matching requirements of the Recipient’s Underlying Agreement. (b) Forced labor means labor obtained by recruitment, harboring, transportation, provision, or other means of obtaining of a person for labor or services through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery. (c) Private entity means any entity other than a state, local government, Indian tribe, or foreign public entity, as those terms are defined in 2 C.F.R. § 175.25, and includes a 17 FTA Master Agreement MA(22), 10-1-2015 for-profit organization, or a nonprofit organization, including any nonprofit organization of higher education, hospital, or tribal organization other than one included in the definition of Indian Tribe at 2 C.F.R. § 175.25(b). (d) Severe forms of trafficking in persons has the meaning given at section 103 of the TVPA, as amended, 22 U.S.C. § 7102. (e) Commercial sex act has the meaning given at section 103 of the TVPA, as amended, 22 U.S.C. § 7102. (f) Coercion has the meaning given at section 103 of the TVPA, as amended, 22 U.S.C. § 7102. (3) Provisions Applicable to All Recipients. The Recipient agrees to, and assures that its Subrecipients will: (a) Provide Information. Inform FTA immediately of any information it receives from any source alleging a violation of the prohibitions listed below in section 4.g(4) of this Master Agreement, and (b) Subagreement Provision. Include the following provision in any subagreement it enters into with a private entity as defined above in section 4.g(2)(c) of this Master Agreement: ____________ agrees that it and its employees that participate in the Recipient’s Award, may not: 1. Engage in severe forms of trafficking in persons during the period of time that the Recipient’s Award is in effect, 2. Procure a commercial sex act during the period of time that the Recipient’s Award is in effect, or 3. Use forced labor in the performance of the Recipient’s Award or subagreements thereunder. (4) Provisions Applicable to a Private Entity Recipient. If the Recipient is a private entity, it agrees that: (a) Prohibitions. It, its employees, its Subrecipients, and its Subrecipients’ employees that participate in the Underlying Agreement will not: 1 Engage in severe forms of trafficking in persons during the period of time that the Recipient’s Underlying Agreement is in effect, 2 Procure a commercial sex act during the period of time that the Recipient’s Underlying Agreement is in effect, or 3 Use forced labor in the performance of the Recipient’s Underlying Agreement or subagreements. (b) Termination of Federal Assistance. Section 106(g) of the TVPA, as amended, 22 U.S.C. § 7104(g), and U.S. OMB regulatory guidance, “Award Term for Trafficking in Persons,” 2 C.F.R. part 175, provide FTA the right to unilaterally terminate the Underlying Agreement for a violation of that Act without penalty to the Federal Government, if FTA determines that the private entity Recipient or its Subrecipient: 1 Has violated a prohibition described above in section 4.g(4)(a) of this Master Agreement, or 18 FTA Master Agreement MA(22), 10-1-2015 2 Has an employee whose conduct is determined to have violated a prohibition described above in section 4.g(4)(a) of this Master Agreement because that employee’s conduct is either: A. Associated with performance of the Recipient’s Underlying Agreement, or B. Imputed to the Recipient or Subrecipient using the standards for due process for imputing the conduct of an individual to an organization provided in: (i) U.S. OMB regulatory guidance, “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” 2 C.F.R. part 180, and (ii) U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 C.F.R. part 1200. (5) Provisions Applicable to a Recipient That is Not a Private Entity. A Recipient that is not a private entity agrees that section 106(g) of the TVPA, as amended, 22 U.S.C. § 7104(g), and U.S. OMB regulatory guidance, “Award Term for Trafficking in Persons,” 2 C.F.R. part 175, provides FTA the right to unilaterally terminate the Underlying Agreement, without penalty to the Federal Government, for a violation of that Act if FTA determines that: (a) A private entity that is the Subrecipient of the Recipient is determined to have engaged in severe forms of trafficking in persons during the period of time that the Recipient’s Underlying Agreement is in effect; procured a commercial sex act during the period of time that the Recipient’s Underlying Agreement is in effect; or used forced labor in the performance of the Recipient’s Underlying Agreement or subagreements thereunder, or (b) An employee of a private entity that is the Subrecipient has engaged in severe forms of trafficking in persons during the period of time that the Recipient’s Underlying Agreement is in effect; procured a commercial sex act during the period of time that the Recipient’s Underlying Agreement is in effect; or used forced labor in the performance of the Recipient’s Underlying Agreement or subagreements thereunder, and whose conduct described above is associated with performance in the Recipient’s Underlying Agreement, or imputed to the Subrecipient using the standards for due process to impute the conduct of an individual to an organization provided in U.S. OMB regulatory guidance, “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” 2 C.F.R. part 180, and U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 C.F.R. part 1200. (6) Remedies Other Than Termination of Federal Assistance. The Recipient agrees that FTA’s right to terminate federal assistance as provided by the TVPA and in sections 4.g(4)(b) and 4.g(5) are in addition to all other remedies for noncompliance available to the Federal Government under this Master Agreement. Section 5. Federal Assistance. a. Total Federal Assistance Awarded and Obligated. The Recipient agrees that FTA’s responsibility to provide federal assistance for its Underlying Agreement is up to the amount shown in the Underlying Agreement, as modified by any Amendments thereto, which is equal to the smallest of: (1) The maximum amount permitted by federal law or regulation, or (2) the “Total FTA Amount Awarded and Obligated,” as stated in the Underlying 19 FTA Master Agreement MA(22), 10-1-2015 Agreement. The FTA’s responsibility to provide federal assistance is limited to the amounts listed in the most recent Award Budget identified in the Underlying Agreement and may not exceed the federal share of the actual eligible expenses incurred for participation in the Award. b. Basis of Federal Assistance. The Recipient agrees that the “Total FTA Amount Awarded and Obligated” stated in the Underlying Agreement and modified by any Amendments thereto forms the basis on which FTA determines the “Total FTA Amount Awarded and Obligated.” (1) “Net Project Cost.” If federal law or regulation requires an Underlying Agreement to be financed on the basis of its “Net Project Cost,” as defined in 49 U.S.C. § 5302: (a) FTA will provide federal assistance for a percentage of the portion of the “Total Award Budget” that the Recipient cannot reasonably finance from its revenues, which is the “Net Project Cost,” (b) FTA will use the amount of the “Total Award Budget” stated on the Underlying Agreement to calculate the “Total FTA Amount Awarded and Obligated,” and (c) In FTA’s Electronic Award and Management System, the amount stated as the “Total Award Budget” on the Underlying Agreement is actually the “Net Project Cost,” as defined in 49 U.S.C. § 5302. (2) Other Basis for FTA Participation. If federal law or FTA permits an Underlying Agreement to be financed on a basis other than its “Net Project Cost,” as defined in 49 U.S.C. § 5302, or under applicable previous authorizing legislation: (a) FTA will provide federal assistance for all or part of the cost of the Underlying Agreement that is eligible for federal assistance, (b) In some instances, FTA has discretion to determine the amount of federal assistance to provide for each specific Project or related activities, and (c) FTA will use the amount stated in the Underlying Agreement awarding federal assistance for the Underlying Agreement as the “Total Award Budget” to calculate the “Total FTA Amount Awarded and Obligated.” c. Award Budget. The Recipient agrees that it will prepare an Award Budget that, after FTA has provided its approval, will be incorporated by reference and made part of the Underlying Agreement. (1) Restrictions. The Recipient will incur costs eligible for participation under the Award, or withdraw federal assistance for costs incurred that implement the Award only if consistent with the Award Budget. (2) Amendments to the Award Budget. To the extent specified in applicable FTA program management guidance, the Recipient must obtain prior FTA approval in writing before amending its Award Budget or transferring federal assistance for the Award if the transfer is not expressly authorized by federal law, regulation, or guidance. An Award of additional federal assistance will require an amended Award Budget. (3) Revisions to the Award Budget. To the extent specified in applicable FTA program management guidance, the Recipient may revise the Award Budget without prior FTA written approval. All other Award Budget revisions will require prior FTA approval in writing. 20 FTA Master Agreement MA(22), 10-1-2015 (4) Unexpended Federal Assistance. The Recipient will inform FTA promptly if it believes it will have unexpended federal assistance after the period of performance for the Award ends. Section 6. Non-Federal Share. a. Amount. The Recipient agrees to provide the amount of non-federal share specified in the Underlying Agreement. Except to the extent that FTA has provided its written consent permitting the Recipient to defer payment of the non-federal share of costs required by the Underlying Agreement, the Recipient agrees to provide its proportionate amount of the non- federal share no later than the time it draws down the federal share to pay the eligible costs. b. Duty to Obtain. The Recipient agrees to complete all proceedings necessary to provide the non-federal share and to notify FTA of any changed circumstances adversely affecting its ability to pay the non-federal share, including a description of the actions it has taken or will take to ensure adequate resources to provide the non-federal share, and a re-affirmation of its commitment to provide the non-federal share. c. Permissible Sources. The Recipient agrees that the following are permissible sources of the non-federal share for the Award: (1) Undistributed cash surpluses, (2) A replacement or depreciation cash fund or reserve, and (3) New capital. d. Restricted Sources. Because sources of non-federal share differ among FTA’s public transportation assistance programs, FTA will identify in an FTA circular or otherwise whether the following sources may be used as the non-federal share for a specific Award under that program: (1) Program income generated by a Project or related activities supported by a prior Grant or Cooperative Agreement, which is a form of undistributed cash surplus, (2) Advertising revenues, (3) Concession revenues, (4) Revenues from a service agreement from a state or local social service agency or a private social service organization, (5) Third party in-kind contributions, (6) Proceeds from the issuance of revenue bonds pursuant 49 U.S.C. § 5323(e), (7) Transportation development credits (formerly toll revenue credits) pursuant to 49 U.S.C. § 120(i), or (8) Federal assistance made available for the Federal Lands Highway Program authorized under 23 U.S.C. § 204. e. Prohibited Sources. Except as permitted by federal law, regulation, or guidance, or approved in writing by FTA, the Recipient will not provide any non-federal share for the Underlying Agreement derived from: (1) Farebox revenues from providing public transportation services using facilities and equipment acquired with federal assistance for the Award, 21 FTA Master Agreement MA(22), 10-1-2015 (2) Program income derived from the use of facilities or equipment acquired with federal assistance for the Award, except if expressly permitted by federal law or regulations, or FTA guidance, or (3) Other federal funds not authorized for use as non-federal share by federal law, regulation, or guidance. f. Reductions or Refunds. (1) Reductions. The Recipient agrees that if it reduces the non-federal share of eligible costs required for the Award, then, at the same time, it must reduce the proportionate amount of federal assistance for the Award. (2) Refunds. The Recipient agrees that if it accepts a refund of the non-federal share of eligible costs provided through the Underlying Agreement, then, at the same time, it must provide the Federal Government an amount of that refund proportionate to the federal contribution. Section 7. Payments to Recipient. a. Conditions for Accessing Federal Assistance. In order to seek or obtain federal assistance for the costs of implementing the Award, the Recipient agrees that: (1) It must execute the Underlying Agreement and any Amendments thereto, (2) It must receive and file a properly signed document seeking payment for the expense, such as a voucher or other appropriate record, and a properly detailed description of the relationship of the expense to the Award, (3) It must identify all sources of federal assistance from which the payment is derived, (4) It must provide FTA with all financial and progress reports required to date, and (5) If the Recipient must provide a non-federal share, unless FTA has stated otherwise in writing that the Recipient may defer the non-federal share: (a) The Recipient will not request or obtain more federal assistance than justified by eligible non-federal share it has provided, (b) The Recipient will not cause the proportion of federal assistance available for the Award at any time to exceed the percentage of federal assistance authorized and documented in the Underlying Agreement, and (c) When combined with federal payments, the Recipient will be able to demonstrate that the non-federal share will be adequate to cover all eligible costs incurred in support of the Award. b. Eligible Costs. Except as the Federal Government determines otherwise in writing, the Recipient agrees, and will obtain the agreement of each Subrecipient, to seek and obtain federal assistance only for the eligible costs of the Award that are: (1) Consistent with the Description of Each Project, the Award Budget, this Master Agreement, and the Underlying Agreement and any Amendments thereto, (2) Necessary to carry out the Award, (3) Reasonable for the property or services acquired for use in the Project, (4) The actual net costs, which consists of the price paid minus reductions of the costs incurred, such as any refunds, rebates, or other items of value, but excluding program income, 22 FTA Master Agreement MA(22), 10-1-2015 (5) Incurred for work performed after the Effective Date of the: (a) Award, (b) Pre-award authority that FTA has provided, or (c) Letter of No Prejudice, (6) Satisfactorily documented, (7) Consistent with federally approved accounting principles and procedures, including requirements for indirect costs, consistent with the applicable U.S. DOT common rules, and (8) Consistent with U.S. DOT Common Rules and other applicable federal law, regulations, requirements, and guidance. c. Ineligible Costs. The Recipient agrees that, except as the Federal Government determines otherwise in writing, FTA will exclude ineligible costs in connection with the Award or otherwise, such as: (1) A cost the Recipient has incurred before the Effective Date of the Award as documented in the Underlying Agreement or any Amendments thereto that is not accompanied by FTA’s written approval, including, but not limited to, pre-award authority or a Letter of No Prejudice, and permitted by applicable federal law, regulation, guidance, or the Underlying Agreement or any Amendments thereto, (2) A cost not included in the most recent Award Budget, (3) A cost for property or services received in connection with any third party agreement lacking any FTA approval or concurrence in writing that is required, (4) An ordinary governmental or operating cost not applicable to the Award, as prohibited by 49 U.S.C. § 5323(h), (5) A profit or fee for the Recipient’s services provided in connection with the Award, or (6) A cost that is ineligible for FTA participation as provided by applicable federal law, regulation, or guidance. d. Bond Interest and Other Financing Costs – Limited Eligibility. The Recipient agrees that bond interest and other financing costs are allowable costs to the extent permitted by applicable federal law, regulation, and guidance. FTA’s share of interest and financing costs that implement the Award will be limited to an amount that does not exceed the most favorable financing terms reasonably available at the time of borrowing, except as the Federal Government determines otherwise in writing, e. Payment Procedures Based on the Type of Federal Assistance Awarded. The Recipient agrees that: (1) All payments in connection with the Award will be made through electronic methods. (2) Payment procedures for a Recipient differ based upon the type of federal assistance that is awarded. (3) FTA determines which electronic system it will use to make payments to the Recipient as follows: (a) For grants and other types of federal assistance, FTA will use the Electronic Clearinghouse Operation Web System (ECHO-Web), Automated Clearing House (ACH) payment method, except as provided below in sections 6.e(3)(b) and (c) of this Master Agreement, 23 FTA Master Agreement MA(22), 10-1-2015 (b) For cooperative agreements, FTA will use the DELPHI eInvoicing System or DELPHI Mark View System if the Recipient is granted a waiver (see the following section 7.g of this Master Agreement for more information about payments for cooperative agreements and section 7.h(2) of this Master Agreement for information about accessing and using the DELPHI eInvoicing System), and (c) For grants requiring more detailed review of supporting documentation before receiving federal assistance and as determined by the FTA Manager for the Underlying Agreement, FTA will use the DELPHI eInvoicing System (see the following section 7.h(2) of this Master Agreement for more information about accessing and using the DELPHI eInvoicing System). g. Payment Procedures Using ECHO. The Recipient agrees that if payment is made through ECHO-Web using an ECHO Control Number, it will comply with the “ECHO Web User Manual For FTA and FAA,” July 2012, and it will withdraw federal assistance only to pay the eligible costs of implementing the Award. (1) Major Withdrawals. When a single withdrawal will exceed $50,000,000, the Recipient will notify the appropriate FTA Regional or Program Office at least three (3) days before the withdrawal is anticipated. (2) Immediate Use. The Recipient will not withdraw federal assistance until actually needed for immediate payment of expenses that implement the Award, and will use that federal assistance to pay for expenses that implement the Award no later than three (3) days after receipt, except as the Federal Government permits otherwise in writing. (3) Limits. The Recipient will not withdraw more than the sum of federal assistance the Federal Government has awarded or the current available balance for its Award, the accompanying Underlying Agreement, and any Amendments thereto, whichever is less. (4) Control. The Recipient will provide for the control and accountability of all federal assistance for its Award, the accompanying Underlying Agreement, and any Amendments thereto. (5) Reporting. Unless FTA determines otherwise in writing, the Recipient will report its cash payments and balances promptly. (6) Penalties. If Recipient fails to comply with this section of this Master Agreement, it may incur or be subjected to penalties, including, but not limited to, the following: (a) Access to ECHO-Web. The Federal Government may revoke or suspend the Recipient’s ECHO Control Number and access to the ECHO-Web if the Federal Government determines that: 1 Fraud, waste, mismanagement, or abuse exists in the Recipient’s use and application of federal assistance, 2 The Recipient has failed to use federal assistance it withdrew to pay costs incurred that implement the Underlying Agreement within three (3) days of withdrawing that federal assistance, 3 The Recipient has failed to return withdrawn but unspent federal assistance to the Federal Government within a reasonable time, 4 The Recipient has failed to establish procedures to minimize the time between advances of federal assistance and payments of costs incurred that implement the Underlying Agreement, 24 FTA Master Agreement MA(22), 10-1-2015 5 The Recipient has been awarded Federal assistance through a Cooperative Agreement with FTA and will use the eInvoicing or DELPHI Mark View System as its payment method instead of the ECHO-Web System (see sections 7.g and 7.h.) or 6 For grants requiring a more detailed review of supporting documentation before receiving federal assistance, and as determined by the FTA Manager for the Award, the Recipient will use eInvoicing (see section 7.h). (b) Interest. The Recipient agrees to pay interest to the Federal Government on any federal assistance withdrawn prematurely, irrespective of whether the federal assistance has been deposited in an interest-bearing account. 1 A State or State Instrumentality. If the Recipient is a state or state instrumentality, it agrees to pay interest calculated as provided by Section 5(b) of the Cash Management Improvement Act of 1990, as amended, 31 U.S.C. § 6503(b), or U.S. Treasury regulations, “Rules and Procedures for Efficient Federal-State Funds Transfers,” 31 C.F.R. part 205. 2 Other than a State or State Instrumentality. If the Recipient is not a state or state instrumentality, it agrees to pay prejudgment common law interest determined by the Federal Government, as authorized by joint U.S. Treasury and U.S. Department of Justice (joint U.S. Treasury and U.S. DOJ) regulations, “Standards for the Administrative Collection of Claims,” 31 C.F.R. § 901.9(i). The amount of interest due may be determined by the amount of interest the Recipient demonstrates it earned on its premature withdrawals of federal assistance, the amount of interest based on the “Treasury tax and loan account” rate prescribed under 31 U.S.C. § 3717 for debts owed to the United States, or an amount of interest as the Federal Government otherwise determines. (7) ECHO System. If the Recipient is authorized to receive payments provided through ECHO-Web, FTA does not generally review the drawdown when made; however, FTA may review the drawdown at a later time, and subject that drawdown to an audit under a financial oversight review, a triennial review, or another audit. h. Payment Procedures for a Cooperative Agreement. A Recipient of federal assistance through a Cooperative Agreement must use the DELPHI eInvoicing System to obtain federal payments for costs incurred that implement the Underlying Agreement, unless a waiver is granted. (1) Standard Procedures. To make and receive payments through the DELPHI eInvoicing System, the following procedures must be followed: (a) Access to the DELPHI eInvoicing System. To access the DELPHI eInvoicing System, the Recipient: 1 Must have internet access to register and submit payment requests through the DELPHI eInvoicing System, 2 Should contact its FTA Manager for the Underlying Agreement to obtain the required DELPHI User access form and approval, 3 Must complete the required forms that the FAA, Enterprise Service Center’s (ESC) Help Desk uses to verify the Recipient’s identity, and present it to a Notary Public for verification, 4 Return that form, completed and notarized, to: 25 FTA Master Agreement MA(22), 10-1-2015 DOT Enterprise Services Center FAA Accounts Payable, AMZ-100 PO Box 25710 Oklahoma City, OK 73125, and, 5 Should contact its FTA Manager for the Underlying Agreement with any changes to its system profile information. (b) Payment Requests. The Recipient must submit each payment request electronically through the DELPHI eInvoicing System, unless a waiver is granted; use of DELPHI eInvoicing System requires the FTA Manager for the Underlying Agreement to review all supporting documentation before authorizing payment. (c) Additional Information. The U.S. DOT DELPHI elnvoicing System website (http://www.dot.gov/cfo/delphi-einvoicing-system.html) displays additional information, including access forms and training materials a Recipient may need. (d) Federal Responsibilities. When FTA so requests, the Federal Aviation Administration (FAA) will make payments to FTA Recipients. On behalf of FTA, FAA/ESC must process payment requests to a Recipient of federal assistance documented in its Cooperative Agreement with FTA electronically, and will deposit that federal assistance with the Recipient’s financial institution (Note: FTA no longer issues paper checks). (2) Waiver Requests. On a case-by-case basis, U.S. DOT Financial Management officials may waive the requirement for a Recipient to register and use the DELPHI eInvoicing System. (a) The Recipient’s Responsibilities. If the Recipient seeks a waiver from the requirement to use the DELPHI eInvoicing System: 1 It must notify U.S. DOT and FTA by downloading the waiver request form, which can be obtained on the U.S. DOT elnvoicing website (http://www.dot.gov/cfo/delphi-einvoicing-system.html), and notifying its FTA Manager for the Underlying Agreement that it has requested a waiver from using the DELPHI eInvoicing System, 2 It must send its waiver request to the Director of the Office of Financial Management, U.S. Department of Transportation, Office of the Secretary (OST), Office of Financial Management, B-30, 1200 New Jersey Avenue SE, Washington DC 20590-0001, DOTElectroniclnvoicing@dot.gov, and 3 If it obtains a waiver from the use of the DELPHI eInvoicing System, then payment will be made using the DELPHI Mark View System, and the Recipient should submit all invoices and any supporting documentation directly to: A. FTAinvoices@faa.gov (Note: no more than 10 MB of data can be transmitted at one time. For invoices greater than 10MB, split into multiple emails and notate in the subject Email 1 of 4; 2 of 4; etc.), or B. DOT/FAA (FTA Account) 6500 South MacArthur Blvd. AMZ-150, HQ Room 272 PO Box 269041 Oklahoma City, OK 73125-69041. (b) Federal Responsibilities. FTA and U.S. DOT have the following responsibilities: 26 FTA Master Agreement MA(22), 10-1-2015 1 The Director, OST, Office of Financial Management, will confirm or deny the waiver request within approximately 30 days. 2 If the request is granted, then payments will be made after receipt of the required FTA reporting forms, provided the Recipient has complied with the U.S. DOT Common Rules and this Master Agreement. (c) DELPHI eInvoicing System or DELPHI Mark View System. If the Recipient receives payments provided through the DELPHI eInvoicing System or DELPHI Mark View System, the Recipient must submit a request for payment with adequate supporting documentation for FTA to determine that: 1 It has complied and is complying with the Underlying Agreement, 2 It has made and is making adequate progress toward completion of the Award, and 3 It has satisfied FTA that the federal assistance requested is needed for the eligible purposes of the Award in that requisition period. (d) After it has demonstrated satisfactory compliance with this section, FTA may reimburse the federal share of the Recipient’s apparent allowable costs incurred or to be incurred in the requisition period if those apparent allowable costs are consistent with the Award Budget, and those apparent allowable costs do not exceed the maximum amount of federal assistance that may be paid through the federal fiscal year of that requisition. i. Safeguarding Federal Assistance. The Recipient agrees to deposit all federal assistance it receives in a financial institution and in an insured account whenever possible, and understands that FTA encourages it to use financial institutions owned at least fifty (50) percent by minority group members. j. The Recipient’s Duty to Pay Eligible Costs. When accompanied by appropriate documentation, the Recipient agrees to pay the eligible costs incurred that implement the Award when due, using federal assistance available provided for the Award and the non- federal share. k. Effect of Federal Payments. The Recipient agrees that any federal payment made for a cost incurred that is supported by its Underlying Agreement does not constitute the Federal Government’s final decision about the eligibility of the cost for payment with federal assistance provided through the Underlying Agreement, or a waiver of any violation of any federal law, regulation, requirement, or guidance, or the Underlying Agreement or this Master Agreement. l. Revocation of Federal Assistance. The Federal Government may revoke the unexpended portion of federal assistance for the Award after the Award has been made and executed. m. Final Cost Determination. The Recipient acknowledges that the Federal Government will not make a final determination about the eligibility of any cost until the audit of the Award and Underlying Agreement has been completed. n. Closeout. The Recipient agrees that closeout of the Award will not alter: 27 FTA Master Agreement MA(22), 10-1-2015 (1) The Recipient’s obligation to return any amounts it owes the Federal Government for later refunds, corrections, or other similar actions, and (2) The Federal Government’s right to disallow costs and recover federal assistance based on a later audit or other review. o. Notification. If the Federal Government determines that the Recipient is not entitled to any portion of federal assistance paid, the Federal Government will notify the Recipient in writing. p. Recovery of Improper Payments. Unless prohibited by federal law or regulation, the Federal Government may recover any federal assistance necessary to satisfy any outstanding monetary claims it may have against the Recipient. q. Program Income. The Recipient agrees that it may use its program income derived from a Project receiving federal assistance through the Underlying Agreement as FTA permits. In determining the total amount of program income a Recipient has earned from its Project, those costs incident to earning program income that have not been charged to the Award may be deducted from the Recipient’s gross income. (1) During the Period of Performance. The Recipient may use program income earned during the period of performance of the Underlying Agreement as follows: (a) TheRecipient may retain the income for other capital or operating public transportation expenses. If the Recipient chooses not to use program income for current or future FTA Grants or Cooperative Agreements or for other public transportation purposes, then the amount of program income used for non-public transportation related purposes will be deducted from the total allowable costs to determine the net allowable costs. (b) For each Research-type Project or related activities, the Recipient may add to the Award. (c) Under the conditions set forth in section 6.c of this Master Agreement, the Recipient may use the program income for the non-federal share for a future public transportation Project that will receive federal assistance provided by FTA. (2) After the Award Period. Except as otherwise determined in writing, the Recipient has no obligation to the Federal Government regarding the disposition of program income earned after the end of the period of performance of the Award (i.e., after the ending date of the final Federal Financial Report). r. Profits. The Recipient and Subrecipient may earn or keep the profits it may derive as a result of an Award, but the Recipient agrees that any such profits must be used in a manner consistent with the provisions of this Master Agreement or applicable federal guidance. s. Excess Payments, Disallowed Costs, Refunds, Claims, Debts, Interest, Penalties, Administrative Charges, and Other Amounts Owed to the Federal Government. (1) The Recipient’s Responsibility to Pay. The Recipient agrees that after receiving notice of specific amounts due, it will pay the amount it owes the Federal Government for: (a) Excess federal payments for disallowed costs, (b) Refunds due and amounts recovered from third parties or other sources, 28 FTA Master Agreement MA(22), 10-1-2015 (c) Federal claims or debts, (d) Interest assessed, (e) Penalties, (f) Administrative charges, or (g) Other amounts it owes the Federal Government. (2) Amount of Interest Due. The amount of interest to be assessed depends on the procedures used to pursue payment: (a) The Debt Collection Act. When the Federal Government uses the procedures of the Debt Collection Act of 1982, as amended, 31 U.S.C. § 3701 et seq., to collect claims or debts owed by the Recipient for any reason authorized under that Act (including excess payments and disallowed costs), the Recipient agrees that the amount of interest it will owe will be determined by the Joint U.S. Treasury and U.S. DOJ regulations, “Standards for the Administrative Collection of Claims,” 31 C.F.R. part 900, specifically 31 C.F.R. § 901.9(a) – (g), or common law interest authorized by 31 C.F.R. § 901.9(i), as the Federal Government determines. (b) Other Collection Processes. When the Federal Government uses methods or procedures other than those described in 31 U.S.C. § 3701 et seq. to recover money(ies) the Recipient owes the Federal Government, the Recipient agrees that common law interest will be due as authorized by U.S. DOJ regulations, “Standards for the Administrative Collection of Claims,” 31 C.F.R. § 901.9(i), but interest for premature withdrawals of federal assistance by states or state instrumentalities will be calculated as required under Section 5(b) of the Cash Management Improvement Act of 1990, as amended, 31 U.S.C. § 6503(b), and U.S. Department of the Treasury regulations, “Rules and Procedures for Efficient Federal-State Funds Transfers,” 31 C.F.R. part 205. t. De-obligation of Federal Assistance. The Recipient agrees that the Federal Government may de-obligate federal assistance the Recipient has not spent both before and after closeout of the Award. Section 8. Records and Reports Related to the Award and the Underlying Agreement. a. Records. The Recipient agrees to maintain satisfactory records of each Project and activities related in whole or in part to its Award, the accompanying Underlying Agreement, and any Amendments thereto to the extent FTA requires, including, but not limited to: (1) Financial Records. Accurate financial records in its account for its Award, the accompanying Underlying Agreement, and any Amendments thereto, including, but not limited to, records of: (a) Assets Received that Implement the Award. The amount of all assets it receives to implement its Award, the accompanying Underlying Agreement, and any Amendments thereto including, but not limited to all federal assistance or the value of any property the Federal Government provides that implement its Award, the accompanying Underlying Agreement, and any Amendments thereto, and all other funds and the value of any property or services it has received from sources other than the Federal Government provided for, accruing to, or otherwise received on 29 FTA Master Agreement MA(22), 10-1-2015 account of its Award, the accompanying Underlying Agreement, and any Amendments thereto. (b) Costs Incurred that Implement the Award. Information about the costs incurred to implement its Award, the accompanying Underlying Agreement, 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. (c) 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 Award that it must submit to the Federal Government. (3) Formats. Formats for records must be satisfactory to FTA and include, but are not limited to, electronic records, including any e-mails related to the Award, records on paper, and records created in other formats. (4) Availability of Records Related to the Award. Accessibility for review and separation from other records not related to the Award to the extent feasible must be maintained. b. Reports. The Recipient agrees to provide to FTA, and others if FTA so directs, all reports related in whole or in part required by applicable federal law, regulation, requirements, the Underlying Agreement, or at FTA’s express direction in the number and format as FTA specifies. c. National Transit Database. For each fiscal year the Recipient receives or provides to any public transportation operator federal assistance appropriated or made available for 49 U.S.C. § 5307 or any provision of 49 U.S.C. § 5311 (including the Tribal Transit Program): (1) Reporting Requirements. The Recipient agrees to and assures that it will require the public transportation operators participating in its Award, the accompanying Underlying Agreement, and any Amendments thereto: (a) To facilitate compliance with 49 U.S.C. § 5335(a), which authorizes the National Transit Database (NTD), (b) To conform to the NTD reporting system and the Uniform System of Accounts and Records, (c) To comply with FTA regulations, “Uniform System of Accounts and Records and Reporting System,” 49 C.F.R. part 630, (d) To report information relating to, and the condition of, its public transportation assets, as provided by those regulations, after FTA promulgates final regulations for the Transit Asset Management Program authorized by 49 U.S.C. § 5326, (e) To comply with any other applicable reporting regulations, and requirements, and (f) To follow FTA guidance. (2) Voluntary Compliance. FTA encourages any Recipient that is not required to provide information for the NTD, to provide that information voluntarily. d. U.S. OMB Special Reporting Requirements. 30 FTA Master Agreement MA(22), 10-1-2015 (1) Authority. U.S. OMB has issued regulatory guidance in 2 C.F.R. § 25.220 instructing federal agencies to include special “award terms” as authorized under federal laws, including: (a) The Federal Funding Accountability and Transparency Act of 2006 (FFATA), Public Law No. 109-282, September 26, 2006, (b) Section 6202 of the Department of Defense Appropriations Act for Fiscal Year 2008, Public Law No. 110-252, June 30, 2008, which amended the FFATA, and (c) Section 872 of the Duncan Hunter National Defense Authorization Act for Fiscal Year 2009, Public Law No. 110-417, October 14, 2008, which further amended the FFATA. (2) Universal Identifier and System for Award Management (SAM). The Recipient agrees to comply with the award terms in U.S. OMB regulatory guidance, “Universal Identifier and System for Award Management (SAM),” 2 C.F.R. part 25, appendix A, which FTA has included in this Master Agreement at the direction of U.S. OMB: (a) Requirements for the System for Award Management (SAM). Unless exempted from SAM as provided by 2 C.F.R. § 25.110, the Recipient agrees to: 1 Maintain the currency of its information in SAM until the later of the date it submits its final financial report required under this Master Agreement, or date it receives its final federal payment for the Underlying Agreement, and 2 Review and update its information in SAM at least annually after the initial registration, and more frequently if required by changes in its information, another provision of an applicable federal or federally assisted agreement, or an applicable federal law or regulation, or U.S. OMB regulatory guidance. (b) Requirement for a Unique Entity Identifier [Currently, the Data Universal Numbering System (DUNS) Number for SAM]. If the Award includes federal assistance intended to support subawards, the Recipient agrees to notify each potential Subrecipient and other entity participating in the Award that: 1 The potential Subrecipient or entity must provide its unique entity identifier for SAM [currently, its DUNS number] to the Recipient, 2 The Recipient may not make any subaward to any potential Subrecipient or entity unless that Subrecipient or entity has provided its unique entity identifier for SAM [currently, its DUNS number] to the Recipient, and 3 No Subrecipient or entity, as defined below in section 8.d(4) of this Master Agreement, may receive a subaward provided through the Underlying Agreement, unless that entity has provided its unique entity identifier for SAM [currently, its DUNS number] to the Recipient. (3) Reporting Subawards and Executive Compensation. The Recipient agrees to comply with the award terms in U.S. OMB regulatory guidance, “Reporting Subaward and Executive Compensation Information,” 2 C.F.R. part 170, appendix A, which FTA has included in this Master Agreement at the direction of U.S. OMB: (4) Reporting of First-Tier Subawards. The Recipient agrees that when it takes an action that obligates $25,000 or more in federal assistance for a subaward it must report each such action as provided below, but it need not report an obligation of $25,000 or more in federal assistance, if the Recipient is exempt from U.S. OMB’s Special Reporting Requirements as provided below. 31 FTA Master Agreement MA(22), 10-1-2015 (a) Where and when to report. The Recipient agrees to report each obligating action described below to http://www.fsrs.gov, and the Recipient agrees to report subaward information no later than the end of the month after the month in which the obligation was made, (for example, if the obligation was made on October 1, 2015, the obligation must be reported by no later than November 1, 2015). (b) What to report. The Recipient agrees to report the requisite information about each obligating action required by the submission instructions posted at http://www.usaspending.gov. (c) Reporting Total Compensation of the Recipient’s Executives. The Recipient agrees to report the total compensation for each of its five highest compensated executives for the preceding completed fiscal year if: 1 The total federal assistance authorized to date for the Underlying Agreement is $25,000 or more, and 2 In its preceding fiscal year, the Recipient: A. Received 80 percent or more of its annual gross revenues from federal assistance subject to the Transparency Act, as defined in 2 C.F.R. § 170.320 (and subawards) and/or federal procurement contracts (and subcontracts), B. Received $25,000,000 or more in annual gross revenues from federal assistance subject to the Transparency Act, as defined in 2 C.F.R. § 170.320 (and subawards) and/or federal procurement contracts (and subcontracts), and C. The public does not have access to information about the compensation of the Recipient’s executives through periodic reports filed under Section 13(a) of the Securities Exchange Act of 1934, 15 U.S.C. § 78m(a), Section 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. § 78o(d), or Section 6104 of the Internal Revenue Code of 1986, 26 U.S.C. § 6104 (to determine if the public has access to the compensation information, see the U.S. Securities and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm). 3 The Recipient agrees to report executive total compensation described above as part of Recipient’s registration profile at http://www.sam.gov, and by the end of the month after the month in which the Underlying Agreement is executed and annually thereafter. (d) Reporting of Total Compensation of the Subrecipient’s Executives. Unless exempt as provided below, the Recipient agrees to report the names and total compensation of each of its first-tier Subrecipient’s five highest compensated executives for the Subrecipient’s preceding completed fiscal year if: 1 In its preceding fiscal year, the Subrecipient: A. Received 80 percent or more of its annual gross revenues from federal assistance subject to the Transparency Act, as defined in 2 C.F.R. § 170.320 (and subawards) and/or federal procurement contracts (and subcontracts), and B. Received $25,000,000 or more in annual gross revenues from federal assistance subject to the Transparency Act, as defined in 2 C.F.R. § 170.320 (and subawards) and/or federal procurement contracts (and subcontracts), and C. The public does not have access to information about the compensation of the Subrecipient’s executives through periodic reports filed under Section 13(a) of the Securities Exchange Act of 1934, 15 U.S.C. § 78m(a), Section 15(d) of the 32 FTA Master Agreement MA(22), 10-1-2015 Securities Exchange Act of 1934, 15 U.S.C. § 78o(d), or Section 6104 of the Internal Revenue Code of 1986, 26 U.S.C. § 6104 (to determine if the public has access to the compensation information, see the U.S. Securities and Exchange Commission total compensation filings at http://www.sec.gov/answers/execino,htm). 2 The Recipient agrees to report the Subrecipient’s executives’ total compensation described above to FTA and elsewhere as may be determined by the Federal Government, and by the end of the month following the month during which the Recipient makes the subaward (for example, if a subaward is obligated on any date during the month of October of a given year, i.e., between October 1 and 31, The Recipient must report any required compensation information about the Subrecipient by November 30 of that year). 3 Any Recipient that had gross income under $300,000 from all sources in the previous tax year is exempt from those federal requirements to report subawards, and the total compensation of the five highest compensated executives of any Subrecipient. (5) Other Prospective U.S. OMB Reporting Guidance. U.S. OMB proposed regulatory guidance, “Recipient Integrity and Performance Matters,” to be published in 2 C.F.R. part 35, contains a mandatory “award term” that would affect the Recipient’s reporting requirements (for more information, see 17 C.F.R. § 229.402(c)(2). e. Closeout. The Recipient agrees that closeout of its Award does not alter the record-keeping and reporting requirements of this section of this Master Agreement. Section 9. Record Retention and Access to Sites of Performance. a. Types of Records. The Recipient will retain, and will require its Third Party Participants to retain, complete and readily accessible records related in whole or in part to the Underlying Agreement, 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. b. Retention Period. The Recipient agrees to comply with the record retention requirements in the applicable U.S. DOT Common Rule. Records pertaining to its Award, the accompanying Underlying Agreement, and any Amendments thereto must be retained from the day the Underlying Agreement was signed by the authorized FTA official through the course of the Award, the accompanying Underlying Agreement, and any Amendments thereto until three years after the Recipient has submitted its last or final expenditure report, and other pending matters are closed. c. Access to Recipient and Third Party Participant Records. The Recipient agrees and assures that each Subrecipient, if any, will agree to: (1) Provide, and require its Third Party Participants at each tier to provide, sufficient access to inspect and audit records and information related to its Award, the accompanying Underlying Agreement, and any Amendments thereto to the U.S. Secretary of Transportation or the Secretary’s duly authorized representatives, to the Comptroller 33 FTA Master Agreement MA(22), 10-1-2015 General of the United States, and the Comptroller General’s duly authorized representatives, and to the Recipient and each of its Subrecipients, (2) Permit those individuals listed above to inspect all work and materials related to its Award, and to audit any information related to its Award under the control of the Recipient or Third Party Participant 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 applicable U.S. DOT Common Rules. d. Access to the Sites of Performance. The Recipient agrees to permit, and to require its Third Party Participants to permit, FTA to have access to the sites of performance of its Award, the accompanying Underlying Agreement, and any Amendments thereto, and to make site visits as needed in compliance with the U.S. DOT Common Rules. e. Closeout. Closeout of the Award does not alter the record retention or access requirements of this section of this Master Agreement. Section 10. Completion, Audit, Settlement, and Closeout. a. Completion. Within ninety (90) calendar days after completion or termination of the Award, the Recipient agrees to submit: (1) Its final Federal Financial Report, either electronically or on Federal Financial Report Standard Form 425 (SF-425), (2) A certification of expenses incurred that implement its Award, the accompanying Underlying Agreement, and any Amendments thereto, and (3) The necessary audit reports of its Award, the accompanying Underlying Agreement, and any Amendments thereto. b. Audit of the Recipient. Except as the Federal Government determines otherwise in writing, the Recipient agrees that: (1) Audits Required. It must obtain the following audits: (a) Annual “Single Audit.” A financial and compliance audit that complies with the Single Audit Act Amendments of 1996, 31 U.S.C. § 7501 et seq., and complies with applicable U.S. DOT “Single Audit” requirements of 2 C.F.R. part 1201, which incorporate by reference 2 C.F.R. part 200, for each Award, the accompanying Underlying Agreement, and any Amendments to any Underlying Agreement, and (b) Other Audits. Other audits the Federal Government may require. (2) Auditing Standards. It must comply with the “Audit Requirements” of 2 C.F.R. part 200, subpart F, and conform to U.S. Government Accountability Office (U.S. GAO) “Government Auditing Standards” in the conduct of audits of its Award, the accompanying Underlying Agreement, and any Amendments thereto. (3) Costs of Audits. The audit cost principles for the administration and management of the Award, the accompanying Underlying Agreement, and any Amendments to any Underlying Agreement are allowable as authorized by the cost principles of 49 C.F.R. part 1201, which incorporate by reference 2 C.F.R. part 200. 34 FTA Master Agreement MA(22), 10-1-2015 c. Amounts Owed to the Federal Government. The Recipient agrees to return to the Federal Government any excess federal payments it receives for disallowed costs, and the Federal Government’s proportionate part of any amounts it recovers from third parties or other sources, including refunds due and amounts recovered from third parties or other sources, interest assessed, penalties, and administrative charges. d. Closeout. The Recipient agrees that closeout of the Award occurs when FTA notifies the Recipient that the Award is closed, and approves the final federal payment, or acknowledges receipt of the proper refund. Closeout of the Award does not alter the Recipient’s audit responsibilities and does not invalidate any continuing requirements of applicable federal law or regulations, this Master Agreement or the Underlying Agreement. Section 11. Right of the Federal Government to Terminate. a. Justification. After providing written notice to the Recipient, the Federal Government may suspend, suspend then terminate, or terminate all or any part of the federal assistance for the Award if: (1) The Recipient has failed to make reasonable progress implementing the Award, (2) The Federal Government determines that continuing to provide federal assistance to support the Award does not adequately serve the purposes of the law authorizing the Award, or (3) The Recipient has violated the terms of the Underlying Agreement, especially if that violation would endanger substantial performance of the Underlying Agreement. b. Financial Implications. In general, termination of federal assistance for the Award will not invalidate obligations properly incurred before the termination date to the extent the obligations cannot be canceled. The Federal Government may recover federal assistance it has provided for the Award, including the federal assistance for obligations properly incurred before the termination date if it determines that the Recipient has misused its federal assistance by failing to make adequate progress, failing to make appropriate use of the project property, or failing to comply with the Underlying Agreement, and require the Recipient to refund the entire amount or a lesser amount, as the Federal Government may determine including obligations properly incurred before the termination date. c. Expiration of the Period of Performance. Except for a Full Funding Grant Agreement, expiration of any period of performance established for the Award does not, by itself, constitute an expiration or termination of the Award; FTA may extend the period of performance to assure that each Formula Project or related activities and each Project or related activities funded with “no year” funds can receive FTA assistance to the extent FTA deems appropriate. Section 12. Civil Rights. a. Civil Rights Requirements. The Recipient agrees that it must comply with applicable federal civil rights laws, regulations, requirements, and guidance, and follow applicable federal guidance, except as the Federal Government determines otherwise in writing. Therefore, 35 FTA Master Agreement MA(22), 10-1-2015 unless a Recipient or a federal program, including the Tribal Transit Program or the Indian Tribe Recipient, is specifically exempted from a civil rights statute, FTA requires compliance with that civil rights statute, including compliance with equity in service. b. Nondiscrimination in Federal Public Transportation Programs. The Recipient agrees to, and assures that it and each Third Party Participant, will: (1) Prohibit discrimination based on the basis of race, color, religion, national origin, sex, disability, or age. (2) Prohibit the: (a) Exclusion from participation in employment or a business opportunity for reasons identified in 49 U.S.C. § 5332, (b) Denial of program benefits in employment or a business opportunity identified in 49 U.S.C. § 5332, or (c) Discrimination, including discrimination in employment or a business opportunity identified in 49 U.S.C. § 5332. (3) Follow: (a) The most recent edition of FTA Circular 4702.1, “Title VI Requirements and Guidelines for Federal Transit Administration Recipients,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance, and other applicable federal guidance that may be issued, but (b) FTA does not require an Indian Tribe to comply with FTA program-specific guidelines for Title VI when administering its Underlying Agreement supported with federal assistance under the Tribal Transit Program. c. Nondiscrimination – Title VI of the Civil Rights Act. The Recipient agrees to, and assures that each Third Party Participant, will: (1) Prohibit discrimination based on race, color, or national origin, (2) Comply with: (a) Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d et seq., (b) U.S. DOT regulations, “Nondiscrimination in Federally-Assisted Programs of the Department of Transportation – Effectuation of Title VI of the Civil Rights Act of 1964,” 49 C.F.R. part 21, and (c) Federal transit law, specifically 49 U.S.C. § 5332, and (3) Follow: (a) The most recent edition of FTA Circular 4702.1, “Title VI Requirements and Guidelines for Federal Transit Administration Recipients,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance, (b) U.S. DOJ, “Guidelines for the enforcement of Title VI, Civil Rights Act of 1964,” 28 C.F.R. § 50.3, and (c) All other applicable federal guidance that may be issued. d. Equal Employment Opportunity. (1) Federal Requirements and Guidance. The Recipient agrees to, and assures that each Third Party Participant will, prohibit, discrimination on the basis of race, color, religion, sex, sexual orientation, gender identity, or national origin, and: 36 FTA Master Agreement MA(22), 10-1-2015 (a) Comply with Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., (b) Facilitate compliance with Executive Order No. 11246, “Equal Employment Opportunity” September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it in part and is applicable to federal assistance programs, (c) Comply with federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12.a of this Master Agreement, (d) FTA Circular 4704.1, “Equal Employment Opportunity Program Guidelines for Grant Recipients,” July 26, 1988, and (e) Follow other federal guidance pertaining to Equal Employment Opportunity laws, regulations, and requirements, and prohibitions against discrimination on the basis of disability, (2) Specifics. The Recipient agrees to, and assures that each Third Party Participant will: (a) Prohibited Discrimination. As provided by Executive Order No. 11246, as amended by any later Executive Order that amends or supersedes it, and as specified by U.S. Department of Labor regulations, ensure that applicants for employment are employed and employees are treated during employment without discrimination on the basis of their race, color, religion, national origin, disability, age, sexual orientation, gender identity, or status as a parent, (b) Affirmative Action. Take affirmative action that includes, but is not limited to: 1 Recruitment advertising, recruitment, and employment, 2 Rates of pay and other forms of compensation, 3 Selection for training, including apprenticeship, and upgrading, and 4 Transfers, demotions, layoffs, and terminations, but (c) Indian Tribe. Recognize that Title VII of the Civil Rights Act of 1964, as amended, exempts Indian Tribes under the definition of “Employer,” and (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: (a) U.S. DOL regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41 C.F.R. chapter 60, and (b) 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. e. Disadvantaged Business Enterprise. To the extent authorized by applicable federal laws and regulations, the Recipient agrees to facilitate, and assures that each Third Party Participant will facilitate, participation by small business concerns owned and controlled by socially and economically disadvantaged individuals, also referred to as “Disadvantaged Business Enterprises” (DBEs), in the Underlying Agreement as follows: (1) Statutory and Regulatory Requirements. The Recipient agrees to comply with: (a) Section 1101(b) of the FAST Act, 23 U.S.C. § 101 note, (b) U.S. DOT regulations, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs,” 49 C.F.R. part 26, and 37 FTA Master Agreement MA(22), 10-1-2015 (c) Federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12.a of this Master Agreement. (2) DBE Program Requirements. A Recipient that receives planning, capital and/or operating assistance and that will award prime third party contracts exceeding $250,000 in a federal fiscal year must have a DBE program meeting the requirements of 49 C.F.R. part 26, that is approved by FTA, and establish an annual DBE participation goal. (3) Special Requirements for a Transit Vehicle Manufacturer (TVM). The Recipient agrees that: (a) TVM Certification. Each TVM, as a condition of being authorized to bid or propose on FTA-assisted transit vehicle procurements, must certify that it has complied with the requirements of 49 C.F.R. part 26, and (b) Reporting TVM Awards. Within 30 days of any third party contract award for a vehicle purchase, the Recipient must submit to FTA the name of the TVM contractor and the total dollar value of the third party contract, and notify FTA that this information has been attached to FTA’s electronic award and management system, the Recipient must also submit subsequent notifications if options are exercised in subsequent years to ensure the TVM is still in good standing. (4) Assurance. As required by 49 C.F.R. § 26.13(a): (a) Recipient Assurance. The Recipient agrees and assures that: 1 It must not discriminate on the basis of race, color, national origin, or sex in the award and performance of any FTA or U.S. DOT-assisted contract, or in the administration of its DBE program or the requirements of 49 C.F.R. part 26, 2 It must take all necessary and reasonable steps under 49 C.F.R. part 26 to ensure nondiscrimination in the award and administration of U.S. DOT-assisted contracts, 3 Its DBE program, as required under 49 C.F.R. part 26 and as approved by U.S. DOT, is incorporated by reference and made part of the Underlying Agreement, and 4 Implementation of its DBE program approved by U.S. DOT is a legal obligation and failure to carry out its terms shall be treated as a violation of this Master Agreement. (b) Subrecipient/Third Party Contractor/Third Party Subcontractor Assurance. The Recipient agrees and assures that it will include the following assurance in each subagreement and third party contract it signs with a Subrecipient or Third Party Contractor and agrees to obtain the agreement of each of its Subrecipients, Third Party Contractors, and Third Party Subcontractors to include the following assurance in every subagreement and third party contract it signs: 1 The Subrecipient, each Third Party Contractor, and each Third Party Subcontractor must not discriminate on the basis of race, color, national origin, or sex in the award and performance of any FTA or U.S. DOT-assisted subagreement, third party contract, and third party subcontract, as applicable, and the administration of its DBE program or the requirements of 49 C.F.R. part 26, 2 The Subrecipient, each Third Party Contractor, and each Third Party Subcontractor must take all necessary and reasonable steps under 49 C.F.R. part 26 to ensure nondiscrimination in the award and administration of U.S. DOT-assisted subagreements, third party contracts, and third party subcontracts, as applicable, 38 FTA Master Agreement MA(22), 10-1-2015 3 Failure by the Subrecipient and any of its Third Party Contractors or Third Party Subcontractors to carry out the requirements of this subparagraph 13.d(4)(b) is a material breach of this subagreement, third party contract, or third party subcontract, as applicable, and 4 The following remedies, or such other remedy as the Recipient deems appropriate, include, but are not limited to, withholding monthly progress payments; assessing sanctions; liquidated damages; and/or disqualifying the Subrecipient, Third Party Contractor, or Third Party Subcontractor from future bidding as non-responsible. (5) Remedies. Upon notification to the Recipient of its failure to carry out its approved program, FTA or U.S. DOT may impose sanctions as provided for under 49 C.F.R. part 26, and, in appropriate cases, refer the matter for enforcement under either or both 18 U.S.C. § 1001, and/or the Program Fraud Civil Remedies Act of 1986, 31 U.S.C. § 3801 et seq. f. Nondiscrimination on the Basis of Sex. The Recipient agrees to comply with federal prohibitions against discrimination on the basis of sex, including: (1) Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. § 1681 et seq., (2) U.S. DOT regulations, “Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance,” 49 C.F.R. part 25, and (3) Federal transit law, specifically 49 U.S.C. § 5332. g. Nondiscrimination on the Basis of Age. The Recipient agrees to comply with federal prohibitions against discrimination on the basis of age, including: (1) The Age Discrimination in Employment Act, 29 U.S.C. §§ 621 – 634, which prohibits discrimination on the basis of age, (2) U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, (3) The Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., which prohibits discrimination against individuals on the basis of age in the administration of Programs, Projects, and related activities receiving federal assistance, (4) 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 (5) Federal transit law, specifically 49 U.S.C. § 5332. h. Nondiscrimination on the Basis of Disability. The Recipient agrees to comply with the following federal prohibitions against discrimination on the basis of disability: (1) Federal laws, including: (a) section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination on the basis of disability in the administration of federally assisted Programs, Projects, or activities, (b) The Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. § 12101 et seq., which requires that accessible facilities and services be made available to individuals with disabilities: 1 For FTA Recipients generally, Titles I, II, and III of the ADA apply, but 2 For Indian Tribes, Titles II and III of the ADA apply, but Title I of the ADA does not apply because it exempts Indian Tribes from the definition of “employer,” 39 FTA Master Agreement MA(22), 10-1-2015 (c) The Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities, (d) Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a prohibited basis for discrimination, and (e) Other applicable federal laws, regulations and requirements pertaining to access for seniors or individuals with disabilities. (2) Federal regulations, including: (a) U.S. DOT regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49 C.F.R. part 37, (b) U.S. DOT regulations, “Nondiscrimination on the Basis of Disability in Programs and Activities Receiving or Benefiting from Federal Financial Assistance,” 49 C.F.R. part 27, (c) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB) and U.S. DOT regulations, “Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles,” 36 C.F.R. part 1192 and 49 C.F.R. part 38, (d) U.S. DOT regulations, “Transportation for Individuals with Disabilities: Passenger Vessels,” 49 C.F.R. part 39, (e) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability in State and Local Government Services,” 28 C.F.R. part 35, (f) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities,” 28 C.F.R. part 36, (g) U.S. EEOC, “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 C.F.R. part 1630, (h) U.S. Federal Communications Commission regulations, “Telecommunications Relay Services and Related Customer Premises Equipment for Persons with Disabilities,” 47 C.F.R. part 64, Subpart F, (i) U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36 C.F.R. part 1194, and (j) FTA regulations, “Transportation for Elderly and Handicapped Persons,” 49 C.F.R. part 609, and (k) Other applicable federal civil rights and nondiscrimination guidance. i. Drug or Alcohol Abuse – Confidentiality and Other Civil Rights Protections. The Recipient agrees to comply with the confidentiality and civil rights protections of: (1) The Drug Abuse Office and Treatment Act of 1972, as amended, 21 U.S.C. § 1101 et seq., (2) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended, 42 U.S.C. § 4541 et seq., and (3) The Public Health Service Act, as amended, 42 U.S.C. §§ 290dd – 290dd-2. j. Access to Services for Persons with Limited English Proficiency. The Recipient agrees to promote accessibility of public transportation services to persons with limited understanding of English by following: 40 FTA Master Agreement MA(22), 10-1-2015 (1) Executive Order No. 13166, “Improving Access to Services for Persons with Limited English Proficiency,” August 11, 2000, 42 U.S.C. § 2000d-1 note, and (2) U.S. DOT Notice, “DOT Policy Guidance Concerning Recipients’ Responsibilities to Limited English Proficiency (LEP) Persons,” 70 Fed. Reg. 74087, December 14, 2005. k. Other Nondiscrimination Laws, Regulations, Requirements, and Guidance. The Recipient agrees to comply with other applicable federal nondiscrimination laws, regulations, and requirements, and follow federal guidance prohibiting discrimination. l. Remedies. Remedies for failure to comply with applicable federal Civil Rights laws, regulations, requirements, and guidance may be enforced as provided in those federal laws, regulations, or requirements. Section 13. Planning. a. Standard Planning Provisions. The Recipient agrees to the following: (1) Planning Requirements and Guidance. To assure that its Underlying Agreement is consistent with the Planning requirements that apply, the Recipient agrees to: (a) Comply with the Metropolitan planning requirements of 49 U.S.C. § 5303, and joint FHWA and FTA regulations, “Planning and Assistance Standards” (for Metropolitan Transportation Planning and Programming), 23 C.F.R. part 450 and 49 C.F.R. part 613, to the extent those regulations are consistent with the metropolitan planning requirements of 49 U.S.C. § 5303, (b) Comply with the statewide and nonmetropolitan planning requirements of 49 U.S.C. § 5304, and joint FHWA and FTA regulations, “Planning and Assistance Standards” (for statewide transportation planning and programming), 23 C.F.R. part 450 and 49 C.F.R. part 613, to the extent those regulations are consistent with the state planning requirements of 49 U.S.C. § 5304, and (c) Follow any guidance FTA issues to implement requirements of 49 U.S.C. §§ 5303 and 5304. (2) Participation of State or Local Governmental and Private Nonprofit Providers of Nonemergency Transportation. The Recipient agrees to comply with 49 U.S.C. § 5323(k) by assuring that it will, as feasible: (a) Provide the opportunity to participate and coordinate with the Recipient in the design and the delivery of federally assisted transportation services, and be included in planning for the Recipient’s federally assisted transportation services, and (b) Make that opportunity available to federally-assisted state or local governmental agencies and nonprofit organizations that receive federal assistance for nonemergency transportation, but do not receive federal assistance for nonemergency transportation from U.S. DOT. b. Tribal Transit Program Planning Provisions. The Indian Tribe agrees that: (1) Planning Requirements. The federal assistance it receives for its Tribal Transit Program will be consistent with its documents, including any formal plan provided to FTA in support of the development and basis of its Award of federal assistance under the Tribal 41 FTA Master Agreement MA(22), 10-1-2015 Transit Program, and are or will be coordinated with transportation service funded by other federal sources to the maximum extent feasible. (2) Participation of State or Local Governmental and Private Nonprofit Providers of Nonemergency Transportation. The Recipient agrees to comply with 49 U.S.C. § 5323(k) by assuring that it will, as feasible: (a) Provide the opportunity to participate and coordinate with the Recipient in the design and the delivery of federally assisted transportation services, and be included in planning for the Recipient’s federally assisted transportation services, and (b) Make that opportunity available to federally-assisted state or local governmental agencies and nonprofit organizations that receive federal assistance for nonemergency transportation, but do not receive federal assistance for nonemergency transportation from U.S. DOT. Section 14. Private Enterprise. a. The Recipient agrees to protect the interests of private enterprise affected by federal public transportation programs by: (1) Encouraging private enterprise to participate in the planning of public transportation and programs that provide public transportation, to the extent permitted under 49 U.S.C. § 5306, and (2) Providing just compensation for the project property, including the franchises of private providers of public transportation, as required under 49 U.S.C. § 5323(a)(1)(C). b. Infrastructure Investment. The Recipient agrees to follow the infrastructure investment recommendations of: (1) Executive Order No. 12803, “Infrastructure Privatization,” April 30, 1992, 31 U.S.C. § 501 note, and (2) Executive Order No. 12893, “Principles for Federal Infrastructure Investments,” January 26, 1994, 31 U.S.C. § 501 note. c. Joint Development. If joint development is involved, the Recipient agrees to follow the latest edition of FTA Circular 7050.1, “Federal Transit Administration Guidance on Joint Development.” Section 15. Preference for United States Products and Services. a. Except as the Federal Government determines otherwise in writing, the Recipient agrees to comply with FTA’s U.S. domestic preference requirements and follow federal guidance, including: (1) Buy America. Domestic preference procurement requirements of 49 U.S.C. § 5323(j), and FTA regulations, “Buy America Requirements,” 49 C.F.R. part 661, to the extent consistent with 49 U.S.C. § 5323(j), (2) Cargo Preference – Use of United States-Flag Vessels. Shipping requirements of 46 U.S.C. § 55305, and U.S. Maritime Administration regulations, “Cargo Preference – U.S.-Flag Vessels,” 46 C.F.R. part 381, and 42 FTA Master Agreement MA(22), 10-1-2015 (3) Fly America. Air transportation requirements of Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974, as amended, 49 U.S.C. § 40118, and U.S. General Services Administration (U.S. GSA) regulations, “Use of United States Flag Air Carriers,” 41 C.F.R. §§ 301-10.131 – 301-10.143. Section 16. Procurement. a. Federal Laws, Regulations, Requirements, and Guidance. The Recipient agrees: (1) To comply with the requirements of 49 U.S.C. chapter 53 and other applicable federal laws, regulations, and requirements in effect now or later that affect its third party procurements, (2) To comply with the applicable U.S. DOT Common Rules, and (3) To follow the most recent edition and any revisions of FTA Circular 4220.1, “Third Party Contracting Guidance,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance. b. Full and Open Competition. The Recipient agrees to conduct all of its third party procurements using full and open competition as provided in 49 U.S.C. § 5325(a), and as determined by FTA. c. Exclusionary or Discriminatory Specifications. The Recipient agrees that it will not use any federal assistance under 49 U.S.C. chapter 53 for any procurement based on exclusionary or discriminatory specifications, as provided by 49 U.S.C. § 5325(h), unless authorized by other applicable federal laws, regulations, or requirements. d. Geographic Restrictions. The Recipient agrees that it will not use any state or local geographic preference, except as permitted by federal law, regulation or guidance. e. In-State Bus Dealer Restrictions. The Recipient agrees that any state law requiring buses to be purchased through in-state dealers will not apply to purchases of vehicles supported with federal assistance appropriated or made available for 49 U.S.C. chapter 53, as provided under 49 U.S.C. § 5325(i). f. Organizational Conflict of Interest. The Recipient agrees that it will not enter into a procurement that involves a real or apparent organizational conflict of interest. g. Project Labor Agreements. As a condition of third party contract award, the Recipient may require the Third Party Contractor or Subcontractor to have an affiliation with a labor organization, such as a project labor agreement, consistent with Executive Order No. 13502, “Use of Project Labor Agreements for Federal Construction Projects,” February 6, 2009, 41 U.S.C. chapter 39, Refs. & Annos. h. Force Account. The Recipient agrees that FTA may determine the extent to which federal assistance may be used to participate in force account costs. 43 FTA Master Agreement MA(22), 10-1-2015 i. FTA Technical Review. The Recipient agrees that FTA may review and approve the Recipient’s technical specifications and requirements to the extent FTA believes necessary to ensure proper administration of the Underlying Agreement. j. Relationship of the Award to Third Party Contract Approval. The Recipient agrees that the terms of the Underlying Agreement do not, by themselves, constitute approval of any non- competitive third party contract associated with the Award, unless FTA indicates otherwise in writing. k. Preference for Recycled Products. The Recipient agrees to provide a competitive preference for those products and services that conserve natural resources, protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962, and U.S. Environmental Protection Agency (U.S. EPA), “Comprehensive Procurement Guideline for Products Containing Recovered Materials,” 40 C.F.R. part 247. l. Clean Air and Clean Water. The Recipient agrees to include adequate provisions in each third party agreement exceeding $100,000 to ensure that each Third Party Participant will agree to the following: (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 the Regional U.S. EPA Office, and (4) It will comply with the inspection and other requirements of section 306 of the Clean Air Act, as amended, 42 U.S.C. § 7606, and other requirements of the Clean Air Act, as amended, 42 U.S.C. §§ 7401 – 7671q, and 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. m. National Intelligent Transportation Systems Architecture and Standards. The Recipient agrees to conform to the National Intelligent Transportation Systems (ITS) Architecture requirements of 23 U.S.C. § 517(d), unless it obtains an exemption from those requirements, and follow FTA Notice, “FTA National ITS Architecture Policy on Transit Projects,” 66 Fed. Reg. 1455, January 8, 2001, and all other applicable federal guidance. n. Rolling Stock. The Recipient agrees that any procurement for rolling stock will comply with the requirements of 49 U.S.C. § 5325 (Contract Requirements), § 5323(j) (Buy America Requirements, § 5323(m) (Pre-Award and Post Delivery Requirements) and § 5318(e) (Bus Testing Requirements). o. Bonding. The Recipient agrees to comply with the following bonding requirements and restrictions as provided in federal regulations and guidance: (1) Construction. As provided by federal regulations and modified by FTA guidance, for each Project or related activities implementing the Underlying Agreement that involve 44 FTA Master Agreement MA(22), 10-1-2015 construction, it will provide bid guarantee bonds, contract performance bonds, and payment bonds. (2) Activities Not Involving Construction. For each Project or related activities implementing the Underlying Agreement not involving construction, the Recipient will not impose excessive bonding and will follow FTA guidance. p. Architectural Engineering and Related Services. When procuring architectural engineering or related services supported with federal assistance appropriated or made available for 49 U.S.C. chapter 53 or provided under any other law requiring the Award to be administered under 49 U.S.C. chapter 53, the Recipient agrees that it will comply and assures that each of its Subrecipients will comply with 49 U.S.C. § 5325(b). q. Design-Build Projects. As provided by 49 U.S.C. § 5325(d), the Recipient may use a design- build procurement to carry out its Design-Build Project, provided that it complies with applicable federal laws, regulations, and requirements, and follows federal guidance. r. Award to Other than the Lowest Bidder. As permitted under 49 U.S.C. § 5325(c), the Recipient may award a third party contract to other than the lowest bidder, if that award furthers an objective (for example, improved long-term operating efficiency and lower long- term costs) consistent with the purposes of 49 U.S.C. chapter 53 and any implementing federal regulations or guidance that FTA may issue. s. Award to Responsible Third Party Contractors. The Recipient agrees that it will award third party contracts only to contractors able to carry out the procurement successfully, as provided by 49 U.S.C. § 5325(j), and before awarding a third party contract, it will consider the proposed contractor’s integrity, compliance with public policy, past performance, and financial and technical resources. t. Access to Third Party Contract Records. The Recipient agrees to require, and assures that each of its Subrecipients will require, its Third Party Contractors at each tier to 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 third party contract records (at any tier) as required under 49 U.S.C. § 5325(g), and (2) Sufficient access to all third party contract records (at any tier) as needed for compliance with applicable federal laws, regulations, and requirements or to assure proper management of Underlying Agreement as determined by FTA. u. Electronic and Information Technology. The Recipient agrees that reports or information it provides to or on behalf of the Federal Government will use electronic or information technology that complies with the accessibility requirements of Section 508 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794d, and U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36 C.F.R. part 1194. v. Veterans Preference. As provided by 49 U.S.C. § 5325(k), to the extent practicable, the Recipient agrees and assures that each of its Subrecipients: 45 FTA Master Agreement MA(22), 10-1-2015 (1) Will give a hiring preference to veterans, as defined in 5 U.S.C. § 2108, who have the skills and abilities required to perform construction work required under a third party contract in connection with a Capital Project supported with federal assistance appropriated or made available for 49 U.S.C. chapter 53, and (2) Will not require an employer to give a preference to any veteran over any equally qualified applicant who is a member of any racial or ethnic minority, female, an individual with a disability, or a former employee. w. Acquisition by Lease. The Recipient agrees that if it intends to acquire project property through a lease it will comply with 49 U.S.C. chapter 53 and section 3019 of the FAST Act, and FTA regulations, “Capital Leases,” 49 C.F.R. part 639 to the extent those regulations are consistent with federal laws. Section 17. Patent Rights. a. General. The Recipient agrees that: (1) Depending on the nature of the Underlying Agreement, the Federal Government may acquire patent rights when the Recipient or Third Party Participant produces a patented or patentable invention, improvement, or discovery, (2) The Federal Government’s rights arise when the patent or patentable information is conceived or reduced to practice with federal assistance provided through the Underlying Agreement, or (3) When a patent is issued or patented information becomes available as described in the preceding section 17.a(2) of this Master Agreement, the Recipient will notify FTA immediately, and provide a detailed report satisfactory to FTA. b. Federal Rights. The Recipient agrees that: (1) Its rights and responsibilities, and each Third Party Participant’s rights and responsibilities, in that federally assisted invention, improvement, or discovery will be determined as provided by applicable federal laws, regulations, requirements, and guidance, including any waiver thereof, and (2) Unless the Federal Government determines otherwise in writing, irrespective of its status or the status of any Third Party Participant as a large business, small business, state government, state instrumentality, local government, Indian tribe, nonprofit organization, institution of higher education, or individual, the Recipient will transmit the Federal Government’s patent rights to FTA, as specified in 35 U.S.C. § 200 et seq., and U.S. Department of Commerce regulations, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” 37 C.F.R. part 401. c. License Fees and Royalties. Consistent with the applicable U.S. DOT Common Rules, the Recipient agrees that license fees and royalties for patents, patent applications, and inventions produced with federal assistance provided through the Underlying Agreement are program income, and must be used in compliance with applicable federal requirements. 46 FTA Master Agreement MA(22), 10-1-2015 Section 18. Rights in Data and Copyrights. a. Definition of “Subject Data.” As used in this section , “subject data” means recorded information whether or not copyrighted, and that is delivered or specified to be delivered as required by the Underlying Agreement. 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 Underlying Agreement. b. General Federal Restrictions. The following restrictions apply to all subject data first produced in the performance of the Underlying Agreement: (1) Prohibitions. The Recipient may not publish or reproduce any subject data, in whole, in part, or in any manner or form, or permit others to do so. (2) Exceptions. The prohibitions do not apply to publications or reproductions for the Recipient’s own internal use, an institution of higher learning, the portion of subject data that the Federal Government has previously released or approved for release to the public, or the portion of data that has the Federal Government’s prior written consent for release. c. Federal Rights in Data and Copyrights. The Recipient agrees that it must provide a license to its “subject data” to the Federal Government that is royalty-free, non-exclusive, and irrevocable. The Federal Government’s license must permit the Federal Government to reproduce, publish, or otherwise use the subject data or permit other entities or individuals to use the subject data provided those actions are taken for Federal Government purposes. d. Special Federal Rights in Data for Research, Development, Demonstration, Deployment, Technical Assistance, and Special Studies Programs. In general, FTA’s purpose in providing federal assistance for a research, development, demonstration, deployment, technical assistance, or special studies program is to increase transportation knowledge, rather than limit the benefits of the Award to the Recipient and its Third Party Participant. Therefore, the Recipient agrees that: (1) Publicly Available Report. When an Award providing federal assistance for any of the programs described above is completed, it must provide a report of the Underlying Agreement that FTA may publish or make available for publication on the Internet. (2) Other Reports. It must provide other reports related to the Award that FTA may request. (3) Availability of Subject Data. FTA may make available to any FTA Recipient or any Third Party Participant at any tier FTA’s copyright license to the subject data, and a copy of the subject data, except as the Federal Government determines otherwise in writing. (4) Identification of Information. It must identify clearly any specific confidential, privileged, or proprietary information submitted to FTA. (5) Incomplete. If the Award is not completed for any reason whatsoever, all data developed with federal assistance for the Award becomes “subject data” and must be delivered as the Federal Government may direct. 47 FTA Master Agreement MA(22), 10-1-2015 (6) Exception. This section does not apply to an adaptation of any automatic data processing equipment or program that is both for the Recipient’s use, and acquired with FTA capital program assistance. e. License Fees and Royalties. Consistent with the applicable U.S. DOT Common Rules, the Recipient agrees that license fees and royalties for patents, patent applications, and inventions produced with federal assistance provided through the Underlying Agreement are program income, and must be used in compliance with federal applicable requirements. f. Hold Harmless. Upon request by the Federal Government, the Recipient agrees that if it intentionally violates any proprietary rights, copyrights, or right of privacy, and if its violation under the preceding section occurs from any of the publication, translation, reproduction, delivery, use or disposition of subject data, then it will indemnify, save, and hold harmless against any liability, including costs and expenses of the Federal Government’s officers, employees, and agents acting within the scope of their official duties. The Recipient will not be required to indemnify the Federal Government for any liability described in the preceding sentence, if the violation is caused by the wrongful acts of federal officers, employees or agents, or if indemnification is prohibited or limited by applicable state law. g. Restrictions on Access to Patent Rights. Nothing in this section of this Master Agreement pertaining to rights in data either implies a license to the Federal Government under any patent, or may be construed to affect the scope of any license or other right otherwise granted to the Federal Government under any patent. h. Data Developed Without Federal Assistance or Support. The Recipient agrees that in certain circumstances it may need to provide to FTA data developed without any federal assistance or support. Nevertheless, this section generally does not apply to data developed without federal assistance, even though that data may have been used in connection with the Award. Recipient agrees that the Federal Government will not be able to protect data developed without federal assistance from unauthorized disclosure unless that data is clearly marked “Proprietary,” or “Confidential.” i. Requirements to Release Data. The Recipient understands that the Federal Government may be required to release data and information the Recipient submits to the Federal Government as required under: (1) The Freedom of Information Act (FOIA), 5 U.S.C. § 552, (2) The U.S. DOT Common Rules, or (3) Other federal laws, regulations, requirements, and guidance concerning access to records pertaining to the Award, the accompanying Underlying Agreement, and any Amendments thereto. Section 19. Use of Real Property, Equipment, and Supplies. a. Federal Interest. The Recipient agrees that the Federal Government retains a federal interest in all real property, equipment, and supplies acquired or improved for use in connection with 48 FTA Master Agreement MA(22), 10-1-2015 a project (project property) until, and to the extent that, the Federal Government removes its federal interest. b. FTA Requirements and Guidance for Use of Project Property. The Recipient agrees that: (1) Satisfactory Continuing Control. It will maintain continuing control of the use of its project property as satisfactory to FTA, which is defined as the legal assurance that project property will remain available to be used for its originally authorized purpose throughout its useful life or until disposition. (2) Appropriate Use. It will use its project property for appropriate purposes (including joint development purposes as well as uses that provide program income to support public transportation) for the duration of the useful life of its project property, which may extend beyond the duration of the Award, and consistent with other requirements FTA may impose. (3) Delay or Failure to Use Project Property. The Federal Government may require it to return the entire amount of federal assistance spent on its project property if, during the useful life of its project property, the Recipient has unreasonably delayed using its project property, or failed to use its project property. (4) Notification. It will notify FTA immediately when it uses any of its project property in a manner substantially different from the representations in its Application or other documents submitted in support of the Award, or the requirements of the accompanying Underlying Agreement, or it withdraws any of its project property from appropriate use. (5) FTA Guidance. It will consult FTA guidance through its circulars or other written documents for ways in which FTA property requirements should be implemented. FTA guidance will apply unless FTA determines otherwise in writing. c. General Federal Requirements. The Recipient agrees to comply with the applicable U.S. DOT property management provisions contained in the U.S. DOT Common Rules and this Master Agreement. The Recipient also agrees that it will follow FTA’s reimbursement provisions pertaining to premature dispositions of certain equipment, as provided in this Master Agreement and FTA guidance. d. Maintenance. As provided under federal laws, regulations, and requirements, and as provided in federal guidance, the Recipient agrees to maintain its project property in good operating order, and comply with FTA’s Transit Asset Management Program regulations when promulgated pursuant to 49 U.S.C. § 5326. e. Property Records. The Recipient agrees that it will keep satisfactory records of its use of its project property, and, upon request, it will provide FTA the necessary information required to assure compliance with this Master Agreement. f. Incidental Use. (1) The Recipient agrees that any incidental use of project property will not exceed what is permitted under applicable federal requirements and federal guidance. 49 FTA Master Agreement MA(22), 10-1-2015 (2) As provided in 49 U.S.C. § 5323(p), it may permit nontransit public entities and private entities to have incidental use of its federally assisted alternative fueling facilities and equipment, only if: (a) The incidental use does not interfere with public transportation operations or violate the provisions of the Underlying Agreement and any Amendments thereto, (b) It fully recaptures all the costs related to the incidental use from any nontransit public entity or private entity that uses the alternative fueling facilities or equipment, (c) It uses revenues it receives from the incidental use in excess of costs for planning, capital, and operating expenses that are incurred in providing public transportation, and (d) Private entities pay all applicable excise taxes on fuel. g. Reasonable Access for Private Intercity or Charter Transportation Operators. The Recipient agrees that it must comply with 49 U.S.C. § 5323(r), and may not deny reasonable access for a private intercity or charter transportation operator to federally funded public transportation facilities, including intermodal facilities, park and ride lots, and bus-only highway lanes. In determining reasonable access, capacity requirements of the Recipient of assistance and the extent to which access would be detrimental to existing public transportation services must be considered. h. Encumbrance of Project Property. Absent the express consent of the Federal Government in writing, the Recipient agrees to preserve the federal interest in its project property, and to maintain satisfactory continuing control of its project property as follows: (1) Written Transactions. The Recipient agrees that it will not execute any documents that would either adversely affect the federal interest in or impair its continuing control of the use of its project property including, but not limited to, lease, transfer of title, lien, pledge, mortgage, encumbrance, third party contract, subagreement, grant anticipation note, alienation, innovative finance arrangements, such as a cross-border or leveraged lease, or other types of innovative financing arrangements, or any restriction, constraint, or commitment that may apply to the project property. Upon request, the Recipient will provide a copy of any document described above to FTA. (2) Oral Transactions. The Recipient agrees it will not obligate itself in any way through an oral statement to any third party with respect to its project property that would either adversely affect the federal interest in or impair its continuing control of the use of its project property. (3) Other Actions. The Recipient agrees that it will not take any other action that would either adversely affect the federal interest in or impair its continuing control of the use of its project property. i. Useful Life of Project Property. The Recipient agrees that: (1) Determining the Useful Life. FTA may establish the useful life of project property, (2) Required Use. It will use its project property continuously and appropriately throughout the useful life of that property, (3) Expired Useful Life. When the useful life of its project property has expired, it will comply with FTA’s disposition requirements, and 50 FTA Master Agreement MA(22), 10-1-2015 (4) Premature Withdrawal. The Federal Government retains a federal interest in the fair market value of project property (including project equipment acquired by a state) prematurely withdrawn from public transportation use. The Recipient will notify FTA immediately when any of its project property is prematurely withdrawn from appropriate use, whether by planned withdrawal, misuse, or casualty loss. (a) Amount of Federal Interest. The federal interest in the Recipient’s or any of its Subrecipients’ project property will be determined on the basis of the ratio of the federal assistance provided for that property to the actual cost of that property. (b) Financial Commitments to the Federal Government. Except as otherwise approved in writing by the Federal Government, the Recipient agrees that if its project property is prematurely withdrawn from appropriate use: 1 It will return an amount equal to the remaining federal interest in the withdrawn property to the Federal Government, or 2 With FTA approval, it will invest an amount equal to the remaining federal interest in the withdrawn property in other transit property eligible for federal assistance provided through the Underlying Agreement. j. Calculating the Value of Prematurely Withdrawn Project Property. Recipient agrees that the fair market value of project property prematurely withdrawn from use in support of the Award (including the fair market value of project equipment acquired or improved by a state) will be calculated as follows: (1) Equipment and Supplies. The fair market value of project equipment or supplies will be calculated by straight-line depreciation, based on the useful life of that equipment or supplies as established or approved by FTA. The fair market value of the project equipment and supplies withdrawn from proper use will be based on the value of that property immediately before it was withdrawn from appropriate use irrespective of whether the project property was withdrawn from use due to fire, casualty, or natural disaster, and irrespective of the extent of insurance coverage. (2) Real Property. The Recipient agrees that the fair market value of project real property shall be determined by: (a) Competent appraisal based on an appropriate date as approved by FTA, consistent with U.S. DOT regulations, “Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally-Assisted Programs,” 49 C.F.R. part 24, (b) Straight line depreciation of improvements to the project real property coupled with the value of the land determined by FTA on the basis of appraisal, or (c) Other applicable federal laws, regulations, requirements. (3) Exceptional Circumstances. The Recipient agrees that the Federal Government may require another method of valuation to be used to determine the fair market value of project real property withdrawn from service. In unusual circumstances, the Recipient may request permission to use another reasonable valuation method including, but not limited to accelerated depreciation, comparable sales, or established market values. k. Insurance Proceeds. The Recipient agrees to use any insurance proceeds it receives for project property that has been damaged or destroyed (including insurance proceeds for project equipment acquired or improved by a state) as follows: 51 FTA Master Agreement MA(22), 10-1-2015 (1) Replacement. It may apply those insurance proceeds to the cost of replacing that damaged or destroyed property, (2) Another Purpose. It may use those insurance proceeds for another authorized purpose, provided that it has obtained FTA’s consent in writing, or (3) Return to the Federal Government. It may return to the Federal Government an amount equal to the amount of the remaining federal interest in that property that has been damaged or destroyed. l. Misused or Damaged Project Property. If any damage to project property results from abuse or misuse occurring with the Recipient’s knowledge and consent, the Recipient agrees to restore the project property that has been damaged to its original condition, or refund the value of the federal interest in its project property (including the remaining federal interest in project equipment acquired by a state), as the Federal Government may require. m. Disposition of Project Property. The Recipient agrees that disposition of its project property may be made as provided by FTA’s enabling legislation, 49 U.S.C. § 5334(h), U.S. DOT Common Rules, and the most recent edition of FTA Circular 5010.1, “Grants Management Requirements,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance. The Recipient understands and agrees that under certain circumstances, the Recipient must obtain disposition instructions from FTA before disposing of project property, including real property, equipment including rolling stock, and supplies. n. Responsibilities After Closeout. The Recipient agrees that closeout of the Award will not change the Recipient’s property management responsibilities for its project property as provided in federal laws, regulations, requirements, and guidance effective now or at a later date, and this section of the Master Agreement. Section 20. Transit Asset Management. a. Transit Asset Management Plan. The Recipient agrees to develop a Transit Asset Management Plan that complies with federal transit laws, specifically 49 U.S.C. § 5326 and 5337(a)(4), federal regulations pertaining to the Transit Asset Management Program regulations, Performance Measures and Targets required to be issued by 49 U.S.C. § 5326(c)(1), and other applicable federal laws, regulations, and requirements, and is consistent with federal guidance developed or to be developed that implements 49 U.S.C. § 5326. b. When Compliance is Required. The Recipient agrees to, and assures that each Third Party Participant will comply with FTA’s Transit Asset Management Program regulations when issued and follow federal guidance issued that implements transit asset management system provisions of 49 U.S.C. § 5326. Section 21. Insurance. a. Flood Insurance. The Recipient agrees and assures that its third party participants will agree as follows: 52 FTA Master Agreement MA(22), 10-1-2015 (1) It will have flood insurance as required by the Flood Disaster Protection Act of 1973, 42 U.S.C. § 4012a(a), for any building located in a special flood hazard area (100-year flood zone), before accessing federal assistance to acquire, construct, reconstruct, repair, or improve that building). (2) Each such building and its contents will be covered by flood insurance in an amount at least equal to the federal investment (less estimated land cost) or to the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, 42 U.S.C. § 4001 et seq., whichever is less. b. Other Insurance Requirements. It will comply with the insurance requirements normally imposed by its state and local laws, regulations, and ordinances. Section 22. Relocation and Real Property. a. Relocation Protections. Irrespective of whether federal assistance is used to pay relocation costs required under federal laws and regulations, the Recipient agrees that it will: (1) Provide fair and equitable treatment to displaced individuals and businesses that must be relocated as a result of any Project for which the FTA has provided federal assistance, and (2) Comply with federal transit laws, specifically 49 U.S.C. § 5323(b), which requires compliance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 U.S.C. § 4601 et seq., and U.S. DOT regulations, “Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally-Assisted Programs,” 49 C.F.R. part 24. b. Nondiscrimination in Housing. The Recipient agrees that when it must provide housing for individuals as a result of relocation, it will comply with Title VIII of the Civil Rights Act of 1968, as amended, 42 U.S.C. § 3601 et seq., and facilitate and follow Executive Order No. 12892, “Leadership and Coordination of Fair Housing in Federal Programs: Affirmatively Furthering Fair Housing,” January 17, 1994, 42 U.S.C. § 3608 note, except as the Federal Government determines otherwise in writing. c. Prohibition Against the Use of Lead-Based Paint. The Recipient agrees that if it constructs or rehabilitates residential structures on behalf of individuals displaced by its any Project, it will not use lead-based paint, and it will comply with Section 401(b) of the Lead-Based Paint Poisoning Prevention Act, 42 U.S.C. § 4831(b), and U.S. Housing and Urban Development regulations, “Lead-based Paint Poisoning Prevention in Certain Residential Structures,” 24 C.F.R. part 35. d. Real Property Acquisition Protections. Irrespective of whether federal assistance is used to pay real property acquisition costs required to implement the Award, the Recipient agrees that it will provide fair and equitable treatment to owners of real property or interests in real property that must be acquired as a result of any Project, and comply with federal transit laws, specifically 49 U.S.C. § 5323(b), which requires compliance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 53 FTA Master Agreement MA(22), 10-1-2015 42 U.S.C. § 4601 et seq., and U.S. DOT regulations, “Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally-Assisted Programs,” 49 C.F.R. part 24. e. Covenant Against Discrimination. The Recipient agrees to include a covenant in the title of the real property acquired for use in any Project that assures nondiscrimination during the useful life of that real property. f. Recording the Title to Real Property. The Recipient agrees to record the federal interest in the title to real property used in connection with any Project if FTA so requires. g. FTA Approval of Changes in Real Property Ownership. Unless it receives permission or instructions from FTA, the Recipient agrees that it will not dispose of, modify the use of, or change the title to real property used in any Project, or any other interests in the site and facilities used in any Project. Section 23. Construction. a. Construction Plans and Specifications. The Recipient agrees to comply with all applicable statutes, regulations, and FTA guidance in the development and implementation of construction plans and specifications, including drafting, review, and approval, for the Award. b. Seismic Safety. The Recipient agrees to comply with the Earthquake Hazards Reduction Act of 1977, as amended, 42 U.S.C. § 7701 et seq., and U.S. DOT regulations, “Seismic Safety,” 49 C.F.R. part 41, specifically, 49 C.F.R. § 41.117. c. Supervision of Construction. The Recipient agrees to maintain competent and adequate engineering supervision at the construction site of any Project to ensure that the completed work conforms to the approved plans and specifications. d. Construction Reports. For any Project or related activities involving construction, the Recipient agrees to provide progress reports and other relevant information or data, as required by FTA or the state in which construction takes place. e. Major Capital Investment Projects. If the Recipient’s Project involves a Major Federal Project, it agrees to comply with all applicable federal regulations, including FTA Regulations, “Major Capital Investment Projects,”49 C.F.R. part 611, and “Project Management Oversight,” 49 C.F.R. part 633, to the extent that they are consistent with applicable FTA enabling legislation, and follow all applicable federal guidance. Section 24. Employee Protections. a. Awards Involving Construction. The Recipient agrees to comply and assures that each Third Party Participant will comply with all federal laws, regulations, and requirements providing protections for construction employees involved in each Project or related activities with federal assistance provided through the Underlying Agreement, including the: (1) Prevailing Wage Requirements of: 54 FTA Master Agreement MA(22), 10-1-2015 (a) Federal transit laws, specifically 49 U.S.C. § 5333(a), (FTA’s “Davis-Bacon Related Act”), (b) The Davis-Bacon Act, 40 U.S.C. §§ 3141 – 3144, 3146, and 3147, and (c) U.S. DOL regulations, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act),” 29 C.F.R. part 5. (2) Wage and Hour Requirements of: (a) Section 102 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. § 3702, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq., and (b) U.S. DOL regulations, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act),” 29 C.F.R. part 5. (3) “Anti-Kickback” Prohibitions of: (a) Section 1 of the Copeland “Anti-Kickback” Act, as amended, 18 U.S.C. § 874, (b) Section 2 of the Copeland “Anti-Kickback” Act, as amended, 40 U.S.C. § 3145, and (c) U.S. DOL regulations, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States,” 29 C.F.R. part 3. (4) Construction Site Safety of: (a) Section 107 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. § 3704, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq., and (b) U.S. DOL regulations, “Safety and Health Regulations for Construction,” 29 C.F.R. part 1926. b. Awards Not Involving Construction. The Recipient agrees to comply and assures that each Third Party Participant will comply with all federal laws, regulations, and requirements providing wage and hour protections for nonconstruction employees, including Section 102 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. § 3702, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq., and U.S. DOL regulations, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act),” 29 C.F.R. part 5. c. Awards Involving Commerce. The Recipient agrees to comply and assures that each Third Party Participant will comply with the Fair Labor Standards Act (FLSA), 29 U.S.C. § 201 et seq. to the extent that the FLSA applies to employees performing work with federal assistance provided through the Underlying Agreement involving commerce, and as the Federal Government otherwise determines applicable. d. Public Transportation Employee Protective Arrangements. As a condition of award of federal assistance appropriated or made available for FTA programs involving public transportation operations, the Recipient agrees to comply and assures that each Third Party Participant will comply with the following employee protective arrangements of 49 U.S.C. § 5333(b) must be in effect: 55 FTA Master Agreement MA(22), 10-1-2015 (1) U.S. DOL Certification. When its Award, the accompanying Underlying Agreement, or any Amendments thereto involve public transportation operations and are supported with federal assistance appropriated or made available for 49 U.S.C. §§ 5307-5312, 5316, 5318, 5323(a)(1), 5323(b), 5323(d), 5328, 5337, 5338(b), or 5339, or former 49 U.S.C. §§ 5308, 5309, 5312, or other provisions of law as required by the Federal Government, U.S. DOL must provide a certification of employee protective arrangements before FTA may provide federal assistance for that Award. The Recipient agrees that the certification issued by U.S. DOL is a condition of the Underlying Agreement and that the Recipient must comply with its the terms and conditions. (2) Special Warranty. When its Underlying Agreement involves public transportation operations and is supported with federal assistance appropriated or made available for 49 U.S.C. § 5311, U.S. DOL will provide a Special Warranty for its Award, including its Award of federal assistance under the Tribal Transit Program. The Recipient agrees that U.S. DOL Special Warranty is a condition of the Underlying Agreement and the Recipient must comply with its terms and conditions. (3) Special Arrangements for Underlying Agreements for Federal Assistance Authorized under 49 U.S.C. § 5310. The Recipient agrees, and assures that any Third Party Participant providing public transportation operations will agree, that although pursuant to 49 U.S.C. § 5310, and former 49 U.S.C. §§ 5310 or 5317, FTA has determined that it was not “necessary or appropriate” to apply the conditions of 49 U.S.C. § 5333(b) to any Subrecipient participating in the program to provide public transportation for seniors (elderly individuals) and individuals with disabilities, FTA reserves the right to make case-by-case determinations of the applicability of 49 U.S.C. § 5333(b) for all transfers of funding authorized under title 23, United States Code (flex funds), and make other exceptions as it deems appropriate. Section 25. Environmental Protections. a. General. The Recipient agrees to, and assures that its Third Party Participants will, comply with all applicable environmental and resource use laws, regulations, requirements, and guidance, now in effect or that may become effective in the future, including state and local laws, ordinances, regulations, requirements and guidance. b. National Environmental Policy Act. An Award of federal assistance requires the full compliance with applicable environmental laws, regulations, requirements, and guidance. Accordingly, the Recipient agrees to, and assures that its Third Party Participants will: (1) Comply and facilitate compliance with federal laws, regulations, and requirements, including, but not limited to: (a) Federal transit laws, such as 49 U.S.C. § 5323(c)(2), and 23 U.S.C. § 139, (b) The National Environmental Policy Act of 1969 (NEPA), as amended, 42 U.S.C. §§ 4321 et seq., as limited by 42 U.S.C. § 5159, and CEQ’s implementing regulations 40 C.F.R. part 1500-1508, (c) Joint FHWA and FTA regulations, “Environmental Impact and Related Procedures,” 23 C.F.R. part 771 and 49 C.F.R. part 622, (d) Executive Order No. 11514, as amended, “Protection and Enhancement of Environmental Quality,” March 5, 1970, 42 U.S.C. § 4321 note, and 56 FTA Master Agreement MA(22), 10-1-2015 (e) Other federal environmental protection laws, regulations, and requirements applicable to the Recipient or the Award, the accompanying Underlying Agreement, and any Amendments thereto. (2) Follow the federal guidance identified herein to the extent that the guidance is consistent with applicable authorizing legislation: (a) Joint FHWA and FTA final guidance, “Interim Guidance on MAP-21 Section 1319 Accelerated Decisionmaking in Environmental Reviews,” January 14, 2013, (b) Joint FHWA and FTA final guidance, “SAFETEA-LU Environmental Review Process (Pub. L. 109-59),” 71 Fed. Reg. 66576, November 15, 2006, and (c) Other federal environmental guidance applicable to the Recipient or the Award, the accompanying Underlying Agreement, and any Amendments thereto. c. Environmental Justice. The Recipient agrees to, and assures that its Third Party Participants will, promote environmental justice by following: (1) Executive Order No. 12898, “Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations,” February 11, 1994, 42 U.S.C. § 4321 note, as well as facilitating compliance with that Executive Order, (2) U.S. DOT Order 5610.2, “Department of Transportation Actions To Address Environmental Justice in Minority Populations and Low-Income Populations,” 62 Fed. Reg. 18377, April 15, 1997, and (3) The most recent edition of FTA Circular 4703.1, “Environmental Justice Policy Guidance for Federal Transit Administration Recipients,” August 15, 2012, to the extent consistent with applicable federal laws, regulations, requirements, and guidance. d. Other Environmental Federal Laws. The Recipient agrees to comply and assures that its Third Party Participants will comply with all applicable federal laws, regulations, executive orders, and guidance, including, but not limited to, the Clean Air Act, Clean Water Act, Wild and Scenic Rivers Act of 1968, Coastal Zone Management Act of 1972, the Endangered Species Act of 1973, Magnuson Stevens Fishery Conservation and Management Act, Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act, and Executive Order Nos. 11988 and 13690 relating to “Floodplain Management.” e. Corridor Preservation. The Recipient agrees that it will not develop any right-of-way acquired under 49 U.S.C. § 5323(q), in anticipation of implementing its Award until all required environmental reviews for each Project or related activities have been completed. f. Use of Certain Public Lands. The Recipient agrees to comply and assures that its Third Party Participants will comply with U.S. DOT laws, specifically 49 U.S.C. § 303 (often referred to as “section 4(f)), and joint FHWA and FTA regulations, “Parks, Recreation Areas, Wildlife and Waterfowl Refuges, and Historic Sites,” 23 C.F.R. part 774, and referenced in 49 C.F.R. part 622. g. Historic Preservation. The Recipient agrees to, and assures that its Third Party Participants will: 57 FTA Master Agreement MA(22), 10-1-2015 (1) Comply with U.S. DOT laws, including 49 U.S.C. § 303 (often referred to as “section 4(f)”), which requires certain findings be made before an Award involving the use of any land from a historic site that is on or eligible for inclusion on the National Register of Historic Places may be undertaken. (2) Encourage compliance with the federal historic and archaeological preservation requirements of section 106 of the National Historic Preservation Act, as amended, 54 U.S.C. § 306108. (3) Comply with the Archeological and Historic Preservation Act of 1974, as amended, 54 U.S.C. § 312501 et seq. (4) Comply with U.S. Advisory Council on Historic Preservation regulations, “Protection of Historic Properties,” 36 C.F.R. part 800. (5) Comply with federal requirements and follow federal guidance to avoid or mitigate adverse effects on historic properties. h. Indian Sacred Sites. The Recipient agrees to, and assures that its Third Party Participants will facilitate compliance with federal efforts to promote the preservation of places and objects of religious importance to American Indians, Eskimos, Aleuts, and Native Hawaiians, and facilitate compliance with the American Indian Religious Freedom Act, 42 U.S.C. § 1996, and Executive Order No. 13007, “Indian Sacred Sites,” May 24, 1996, 42 U.S.C. § 3161 note. i. Mitigation of Adverse Environmental Effects. (1) The Recipient agrees that it will comply with all environmental mitigation measures that may be identified as conditions that the Federal Government might impose in finding of no significant impact or record of decision or commitments in the environmental documents that apply to the Award, such as environmental assessments, environmental impact statements, categorical exclusions, memoranda of agreement, documents required under 49 U.S.C. § 303, and other environmental documents. (2) The Recipient agrees that: (a) Any mitigation measures agreed on will be incorporated by reference and made part of the Underlying Agreement and any Amendments thereto, (b) Any deferred mitigation measures will be incorporated by reference and made part of the Underlying Agreement and any Amendments thereto as soon as agreement with the Federal Government is reached, and (c) Any mitigation measures agreed on will not be modified or withdrawn without the written approval of the Federal Government. j. Energy Conservation. The Recipient agrees to, and assures that its Subrecipients, if any, will comply with the mandatory energy standards and policies of its state energy conservation plans under the Energy Policy and 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 C.F.R. part 622, subpart C. Section 26. State Management and Monitoring Systems. 58 FTA Master Agreement MA(22), 10-1-2015 The Recipient agrees to comply with joint FHWA and FTA regulations, “Management and Monitoring Systems,” 23 C.F.R. part 500, and FTA regulations, “Transportation Infrastructure Management,” 49 C.F.R. part 614. Section 27. Charter Service. a. Prohibitions. The Recipient agrees that neither it nor any Third Party Participant involved in the Award will engage in charter service, except as permitted under federal transit laws, specifically 49 U.S.C. § 5323(d) and (r), FTA regulations, “Charter Service,” 49 C.F.R. part 604, any other Federal Charter Service regulations, or federal guidance. b. Exceptions. Apart from exceptions to the Charter Service restrictions in FTA’s Charter Service regulations, FTA has established the following additional exceptions to those restrictions: (1) FTA’s Charter Service restrictions do not apply to equipment or facilities supported with federal assistance appropriated or made available for 49 U.S.C. 5307 to support a Job Access and Reverse Commute (JARC)-type Project or related activities that would have been eligible for assistance under repealed 49 U.S.C. 5316 in effect in Fiscal Year 2012 or a previous fiscal year, provided that the Recipient uses that federal assistance for FTA program purposes only, and (2) FTA’s Charter Service restrictions do not apply to equipment or facilities supported with the federal assistance appropriated or made available for 49 U.S.C. § 5310 to support a New Freedom-type Project or related activities that would have been eligible for federal assistance under repealed 49 U.S.C. § 5317 in effect in Fiscal Year 2012 or a previous fiscal year, provided the Recipient uses that federal assistance for program purposes only. c. Violations. If it or any Third Party Participant engages in a pattern of violations of FTA’s Charter Service regulations, FTA may require corrective measures and remedies, including withholding an amount of federal assistance as provided by FTA’s Charter Service regulations, 49 C.F.R. part 604, Appendix D, or barring it or the Third Party Participant from receiving federal assistance provided under 49 U.S.C. chapter 53, 23 U.S.C. § 133, or 23 U.S.C. § 142. Section 28. School Bus Operations. a. Prohibitions. The Recipient agrees that neither it nor any Third Party Participant that is participating in its Award will engage in school bus operations exclusively for the transportation of students or school personnel in competition with private school bus operators, except as permitted by federal transit laws, 49 U.S.C. § 5323(f) or (g), FTA regulations, “School Bus Operations,” 49 C.F.R. part 605, and any other applicable federal “School Bus Operations” regulations, or applicable federal guidance. b. Violations. If a Recipient or any Third Party Participant has operated school bus service in violation of FTA’s School Bus laws, regulations, and requirements, FTA may require the Recipient or Third Party Participant to take such remedial measures as FTA considers appropriate, or bar the Recipient or Third Party Participant from receiving federal transit assistance. 59 FTA Master Agreement MA(22), 10-1-2015 Section 29. Geographic Information and Related Spatial Data. The Recipient agrees that each Project or related activity that implements the Award will conform to the Federal Geographic Data Committee’s National Spatial Data Infrastructure if the Project or related activity directly or indirectly involves spatial data, or geographic information systems, and it will follow U.S. OMB Circular A-16, “Coordination of Geographic Information and Related Spatial Data Activities,” August 19, 2002, and U.S. OMB Circular A-16 Supplemental Guidance, “Geospatial Line of Business,” November 10, 2010. Section 30. Federal “$1 Coin” Requirements. The Recipient agrees that it will comply with section 104 of the Presidential $1 Coin Act of 2005, 31 U.S.C. § 5112(p), its equipment and facilities will be fully capable of accepting and dispensing $1 coins when coins or currency are required to use that equipment or those facilities, and it will display signs and notices of the $1 coin capability of its equipment and facilities on its premises, including vending machines, where coins or currency are used. Section 31. Public Transportation Safety Program. a. Public Transportation Agency Safety Plan. When FTA directs it to do so, the Recipient agrees to develop a Public Transportation Safety Plan that complies with federal transit laws, specifically 49 U.S.C. § 5329, and other federal laws, regulations, and requirements applicable to the Recipient or its Award, the accompanying Underlying Agreement, and any Amendments thereto, and is consistent with any federal guidance that may be issued that implements 49 U.S.C. § 5329. b. State Safety Oversight of Rail Fixed Guideway Public Transportation Systems. Section 20030(e) of MAP-21 repealed 49 U.S.C. § 5330, to be effective three (3) years after the effective date of the Public Transportation Safety Program final rule to be issued under 49 U.S.C. § 5329(e), but until repealed, the Recipient agrees to comply with federal transit laws, specifically 49 U.S.C. § 5330, with FTA regulations, “Rail Fixed Guideway Systems; State Safety Oversight,” 49 C.F.R. part 659, and follow federal guidance that may be issued. Section 32. Motor Carrier Safety. a. Financial Responsibility. The Recipient agrees to comply and assures that its Third Party Participants will comply with the economic and insurance registration requirements of the: (1) U.S. Federal Motor Carrier Safety Administration (U.S. FMCSA) regulations, “Minimum Levels of Financial Responsibility for Motor Carriers,” 49 C.F.R. part 387, if it is engaged in operations requiring compliance with 49 C.F.R. part 387, it is engaged in interstate commerce, and it is not within a defined commercial zone, and (2) The provisions of 49 U.S.C. § 31138(e)(4), which supersede inconsistent provisions of 49 C.F.R. part 387, and also reduce the amount of insurance the Recipient must obtain to the highest amount required by any state in which the public transportation provider 60 FTA Master Agreement MA(22), 10-1-2015 operates, if it operates within a public transportation service area located in more than one state, and receives federal assistance under 49 U.S.C. §§ 5307, 5310, and 5311. b. U.S. FMCSA Requirements. The Recipient agrees to comply and assures that its Third Party Participants will comply with: (1) The safety requirements of U.S. FMCSA regulations, “Federal Motor Carrier Safety Regulations,” 49 C.F.R. parts 390 – 397, to the extent applicable; and (2) The driver’s license requirements of U.S. FMCSA regulations, “Commercial Driver’s License Standards, Requirements, and Penalties,” 49 C.F.R. part 383, and “State Compliance with Commercial Driver's License,” 49 C.F.R. part 384, to the extent applicable, with the substance abuse requirements and guidance of U.S. FMCSA’s regulations, “Drug and Alcohol Use and Testing Requirements,” 49 C.F.R. part 382, and implementing federal guidance, to the extent applicable. Section 33. Safe Operation of Motor Vehicles. a. Seat Belt Use. The Recipient agrees to implement Executive Order No. 13043, “Increasing Seat Belt Use in the United States,” April 16, 1997, 23 U.S.C. § 402 note, by: (1) Adopting and promoting on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company-rented vehicles, or personally operated vehicles, and (2) Including a “Seat Belt Use” provision in each third party agreement related to the Award. b. Distracted Driving, Including Text Messaging While Driving. The Recipient agrees to comply with: (1) Executive Order No. 13513, “Federal Leadership on Reducing Text Messaging While Driving,” October 1, 2009, 23 U.S.C. § 402 note, (2) U.S. DOT Order 3902.10, “Text Messaging While Driving,” December 30, 2009, (3) The following U.S. DOT Special Provision pertaining to Distracted Driving: (a) Safety. The Recipient 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 Recipient owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the Award, or when performing any work for or on behalf of the Award, (b) Recipient Size. The Recipient agrees to conduct workplace safety initiatives in a manner commensurate with its size, such as establishing new rules and programs to prohibit text messaging while driving, re-evaluating the existing programs to prohibit text messaging while driving, and providing education, awareness, and other outreach to employees about the safety risks associated with texting while driving, and (c) Extension of Provision. The Recipient agrees to include the preceding Special Provision of section 33.b(3)(a) – (b) of this Master Agreement in its third party agreements, and encourage its Third Party Participants to comply with this Special Provision, and include this Special Provision in each third party subagreement at each tier supported with federal assistance. 61 FTA Master Agreement MA(22), 10-1-2015 Section 34. Substance Abuse. a. Drug-Free Workplace. The Recipient agrees to: (1) Comply with the Drug-Free Workplace Act of 1988, as amended, 41 U.S.C. § 8103 et seq., (2) Comply with U.S. DOT regulations, “Governmentwide Requirements for Drug-Free Workplace (Financial Assistance),” 49 C.F.R. part 32, and (3) Follow and facilitate compliance with U.S. OMB regulatory guidance, “Governmentwide Requirements for Drug-Free Workplace (Financial Assistance),” 2 C.F.R. part 182, particularly where the U.S. OMB regulatory guidance supersedes comparable provisions of 49 C.F.R. part 32. b. Alcohol Misuse and Prohibited Drug Use. (1) Requirements. The Recipient agrees to comply and assures that its Third Party Participants will comply with: (a) Federal transit laws, specifically 49 U.S.C. § 5331, (b) FTA regulations, “Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations,” 49 C.F.R. part 655, and (c) Applicable provisions of U.S. DOT regulations, “Procedures for Transportation Workplace Drug and Alcohol Testing Programs,” 49 C.F.R. part 40. (2) Remedies for Non-Compliance. The Recipient agrees that if FTA determines that the Recipient or a Third Party Participant receiving federal assistance under 49 U.S.C. chapter 53 is not in compliance with 49 C.F.R. part 655, the Federal Transit Administrator may bar that Recipient or Third Party Participant from receiving all or a portion of the federal transit assistance for public transportation it would otherwise receive. Section 35. Protection of Sensitive Security and Other Sensitive Information. a. The Recipient agrees to comply with the following requirements for the protection of sensitive security information: (1) The Homeland Security Act, as amended, specifically 49 U.S.C. § 40119(b), and U.S. DOT regulations, “Protection of Sensitive Security Information,” 49 C.F.R. part 15, (2) The Aviation and Transportation Security Act, as amended, 49 U.S.C. § 114(r), and U.S. Department of Homeland Security, Transportation Security Administration regulations, “Protection of Sensitive Security Information,” 49 C.F.R. part 1520, and (3) U.S. DOT Common Rules, which require the Recipient to implement, and to require its Subrecipients, if any, to implement, reasonable measures to safeguard protected personally identifiable information as well as any information that the FTA or pass- through entity designates as sensitive. Section 36. Special Notification Requirements for States. a. Types of Information. 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: 62 FTA Master Agreement MA(22), 10-1-2015 (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 will 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. Section 37. Freedom of Information. a. Applicability. The Recipient agrees that the Freedom of Information Act (FOIA), 5 U.S.C. § 552, applies to most information submitted to FTA and U.S. DOT, whether electronically or in typewritten hard copy. b. Records. All applications and materials it submits to FTA that are related to its Award have or will become federal agency records, and are or will be subject to FOIA and to public release through individual FOIA requests, unless FTA determines that a valid exemption under FOIA or another statute applies. c. Confidentiality. President Obama’s “Memorandum for the Heads of Executive Departments and Agencies on the Freedom of Information Act,” dated January 21, 2009, directs federal agencies to adopt a presumption that information should generally be disclosed when requested, and therefore: (1) Unless a federal law or regulation requires that a document or other information be withheld, FTA does not consent to withhold information, irrespective of its format, merely because it is accompanied by a “routine” confidentiality statement that may appear on: (a) Information about the Award, the accompanying Underlying Agreement, and any Amendments thereto, (b) Information accompanying or supplementing the Award, the accompanying Underlying Agreement, and any Amendments thereto, or (c) Any other information FTA may obtain. (2) As provided by federal laws, regulations, requirements, and guidance, FTA will review the information and documents that are the subject of each FOIA request to determine the extent to which FTA must or should exercise its discretion to withhold that information or those documents. (3) Any genuinely confidential or privileged information should be marked clearly and specifically, and justified as confidential or privileged under FOIA standards. Section 38. Disputes, Breaches, Defaults, or Other Litigation. a. FTA Interest. FTA has a vested interest in the settlement of any violation of federal law, regulation, or disagreement involving the Award, the accompanying Underlying Agreement, 63 FTA Master Agreement MA(22), 10-1-2015 and any Amendments thereto including, but not limited to, a default, breach, major dispute, or litigation, and FTA reserves the right to concur in any settlement or compromise. b. 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, or FTA Regional Counsel for the Region in which the Recipient is located. (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 Federal Government’s administration or enforcement of federal laws, regulations, and requirements. (3) If the Recipient has credible evidence that a Principal, Official, Employee, Agent, or Third Party Participant of the Recipient, or other person has submitted a false claim under the False Claims Act, 31 U.S.C. § 3729 et seq., or has committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bribery, gratuity, or similar misconduct involving federal assistance, 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. c. Federal Interest in Recovery. The Federal Government retains the right to a proportionate share of any proceeds recovered from any third party, based on the percentage of the federal share for the Underlying Agreement. Notwithstanding the preceding sentence, the Recipient may return all liquidated damages it receives to its Award Budget for its Underlying Agreement rather than return the federal share of those liquidated damages to the Federal Government, provided that the Recipient receives FTA’s prior written concurrence. d. Enforcement. The Recipient must pursue its legal rights and remedies available under any third party agreement, or any federal, state, or local law or regulation. Section 39. Amendments to the Underlying Agreement. a. When Required. An Amendment to the Underlying Agreement is required under the following circumstances: (1) A change in the scope of work or addition of federal assistance to an existing Award (regardless if the source of assistance is the same or different); (2) Changes to the scope of work that necessitate a change in the distribution of federal assistance across scope codes or activities; or (3) The Award includes multiple sources of financial assistance and the action requires the addition of a new Scope to a Project. b. Process. An amendment to the Underlying Agreement must be submitted through and approved in FTA’s Electronic Award and Management System, and must meet the same application requirements as a request for a new Award. Section 40. FTA’s Electronic Award and Management System. 64 FTA Master Agreement MA(22), 10-1-2015 The Recipient agrees that it will submit its application for Award, reports, documents, or other required information through FTA’s electronic award and management system, also known as TrAMS. To submit information, reports, and documents to FTA, any signature submitted in TrAMS must comply with the Electronic Signatures in Global and National Commerce Act (E- Sign Act), Public Law No. 106-229, June 30, 2000, 15 U.S.C. §§ 7001 et seq. Section 41. Information Obtained through Internet Links. Although this Master Agreement may include electronic links to Federal laws, regulations, and directives, FTA does not guarantee the accuracy of information accessed through such links. Accordingly, the Recipient understands and agrees that any information obtained through any electronic link within this Master Agreement does not represent an official version of a Federal law, regulation, or directive, and might be inaccurate. Thus, information obtained through such links is neither incorporated by reference nor made part of this Master Agreement. The Federal Register and the Code of Federal Regulations are the official sources for regulatory information pertaining to the Federal Government. Section 42. Severability. The Recipient agrees that if any provision of the Underlying Agreement or any Amendments thereto is determined invalid, then the remaining provisions thereof that conform to federal laws, regulations, requirements, and guidance will continue in effect. SPECIAL PROVISIONS FOR SPECIFIC PROGRAMS Section 43. Special Provisions for All “Research-Type” Programs. a. Applicability. The Recipient understands and agrees that this section applies to all “Research-Type” programs to which FTA provides federal assistance, including the following programs: (1) Programs authorized under 49 U.S.C. § 5312, irrespective of the fiscal year for which the appropriations that supported the Underlying Agreement were authorized, (2) Programs authorized under 49 U.S.C. § 5313, irrespective of the fiscal year for which the appropriations that supported the Underlying Agreement were authorized, (3) Programs authorized under 49 U.S.C. § 5314, irrespective of the fiscal year for which the appropriations that supported the Underlying Agreement were authorized, (4) Programs authorized by the repealed section 3045 of SAFETEA-LU, (5) Programs authorized under repealed section 3046 of SAFETEA-LU, and (6) Other similar research Programs for which FTA awards federal assistance. b. Provisions for Underlying Agreements for “Research-Type” Awards. The Recipient agrees that the following provisions will apply to the Underlying Agreement for a “Research-Type” Project or related activities: 65 FTA Master Agreement MA(22), 10-1-2015 (1) Report. The Recipient agrees that in addition to any other Report FTA may require, the Recipient will prepare and submit to FTA a Report of each Project and related activities that describes the subject (or subjects) investigated, the methods used, the results, and the conclusions reached, is satisfactory, sufficiently organized, well-written, and comprehensive. (2) Disclaimer. The Report must contain the following disclaimer: This document is disseminated under the sponsorship of the United States Department of Transportation, Federal Transit Administration, in the interest of information exchange. The United States government assumes no liability for the contents or use thereof. The United States government does not endorse products or manufacturers. Trade or manufacturers’ names appear herein solely because they are considered essential to the contents of the report. (3) Format. The Report must comply with the accessibility requirements of Section 508 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794d, and U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36 C.F.R. part 1194, and the specific publication elements and report style guide at http://www.fta.dot.gov/research/program_requirements. The Report must identify clearly and precisely any specific information or data that is confidential, privileged, or proprietary that is contained within any report or document. (4) Publication. Except for confidential, privileged, or proprietary information in the Report, FTA may publish the Report, and make it available for publication on the Internet or in any other venue. (5) Identification of Federal Assistance. The Recipient agrees that: (a) It will display notice on any product developed with federal assistance for 49 U.S.C. § 5312 that the U.S. Department of Transportation, Federal Transit Administration provided federal assistance to support the development of the product that is tangible and is produced from, or is a result of, a Project, is a deliverable, and visible to the public, or is or will be made available to other research organizations, or public transportation providers, and consists of equipment, a prototype, hardware, construction, reports, data, software, internet pages, or any similar item. (b) The notice will be given using an appropriate sign, designation, or notice. c. Special Disposition Provision. In addition to other disposition provisions, FTA may vest title in tangible personal property used in the conduct of basic or applied scientific research in a nonprofit institution of higher education or in a nonprofit organization whose primary purpose is conducting scientific research, provided the requirements of 31 U.S.C. § 6306 are met. d. Protection of Human Subjects. The Recipient agrees to comply with protections for human subjects involved in a Project or related activities supported through the Underlying Agreement as required by the National Research Act, as amended, 42 U.S.C. § 289 et seq., and U.S. DOT regulations, “Protection of Human Subjects,” 49 C.F.R. part 11. 66 FTA Master Agreement MA(22), 10-1-2015 e. Protection of Animals. The Recipient agrees to comply with protections for animals involved in a Project or related activities, as required by the Animal Welfare Act, as amended, 7 U.S.C. § 2131 et seq., and U.S. Department of Agriculture regulations, “Animal Welfare,” 9 C.F.R. parts 1, 2, 3, and 4. f. Export Control. The Recipient understands and agrees that before exporting any information that is subject to federal export requirements, it must first obtain the necessary federal license(s), and comply with the federal export control regulations of the U.S. Department of Commerce, Bureau of Industry and Security, “Export Administration Regulations,” specifically, 15 C.F.R. parts 730 et seq., U.S. Department of State, U.S. Department of the Treasury, and U.S. Department of Defense. Section 44. Special Provisions for the State Safety Oversight Grant Program. a. Applicability. The Recipient agrees that this section applies to any State Safety Oversight Grant Program Award, the accompanying Underlying Agreement, and any Amendments thereto, supported with federal assistance for 49 U.S.C. § 5329(e)(6). b. Federal Laws, Regulations, Requirements, and Guidance. In administering any State Safety Oversight Grant Program Award under 49 U.S.C. § 5329(e)(6), as amended by the FAST Act, the Recipient agrees to comply with the following: (1) 49 U.S.C. § 5329(e)(6), as amended by the FAST Act, (2) 49 U.S.C. § 5330, which is repealed three (3) years after the effective date of the final FTA State Safety Oversight regulations required under 49 U.S.C. § 5329(e), as amended by the FAST Act and section 20021(b) of MAP-21, (3) 49 C.F.R. part 659, until those regulations are repealed or superseded by regulations that FTA promulgates in the future that implement 49 U.S.C. § 5329(e) as amended by the FAST Act, (4) Other applicable federal laws, regulations, and requirements, and the Underlying Agreement and any Amendments thereto, including section 49 and all other applicable provisions of this Master Agreement, and (5) Applicable federal guidance, including the most recent FTA Notice of Availability for federal assistance made available for the State Safety Oversight Grant Program authorized by MAP-21, to the extent that its provisions are consistent with applicable requirements of 49 U.S.C. chapter 53, and other applicable federal laws, regulations, requirements, and guidance. c. Other Special Provisions for State Safety Oversight Grant Program. The Recipient agrees that federal assistance for the State Safety Oversight Grant Program will be used to develop or carry out its State Safety Oversight Grant Program for purposes of coming into compliance with 49 U.S.C. §§ 5329(e)(3) and 5329(e)(4), including the establishment of a State Safety Oversight Agency (SSOA) that: (1) Has an appropriate staffing level that is commensurate with the number, size, and complexity of the rail fixed guideway public transportation systems that the Recipient oversees, 67 FTA Master Agreement MA(22), 10-1-2015 (2) Requires its employees and other designated personnel of the SSOA who are responsible for rail fixed guideway public transportation safety oversight to be qualified to perform such functions through appropriate training, including successful completion of the public transportation safety certification training program when established under 49 U.S.C. § 5329(c), and (3) Is prohibited from receiving federal assistance from any public transportation agency that the SSOA oversees pursuant to 49 U.S.C. § 5329(e)(4). Section 45. Special Provisions for the State Infrastructure Bank Program. a. Federal Laws, Regulations, Requirements, and Guidance. The Recipient agrees to administer its Underlying Agreement to support its SIB consistent with federal laws, regulations, requirements, and guidance, including, but not limited to: (1) Title 23, U.S.C. (Highways), specifically 23 U.S.C. § 610, to the extent required under the FAST Act, and other applicable federal legislation, (2) Federal transit laws, specifically 49 U.S.C. § 5323(o), which requires compliance with 49 U.S.C. §§ 5307, 5309, and 5337 for Underlying Agreements to which MAP-21 applies, (3) Section 350 of the National Highway System Designation Act of 1995, as amended, (NHS Act), 23 U.S.C. § 101 note, to the extent this section has not been superseded by 23 U.S.C. § 610, (4) Any federal law enacted or federal regulations promulgated at a later date applicable to the Underlying Agreement, (5) All other applicable federal guidance that may be issued, (6) The terms and conditions of any U.S. DOL certification(s) of employee protective arrangements, (7) The Cooperative Agreement establishing the SIB program in the state, signed by the Federal Highway Administrator, Federal Transit Administrator, and authorized state official(s), or their authorized designees, and (8) The FTA Grant Agreement providing federal assistance for the Underlying Agreement in support of its SIB, except that any provision of this Master Agreement that would otherwise apply to a SIB Project does not apply to the Underlying Agreement if it conflicts with any other federal law or regulation applicable to a SIB, federal SIB Guidelines, the Cooperative Agreement establishing the SIB program within the state, or the Underlying Agreement, but the conflicting provision of this Master Agreement will prevail, however, if FTA expressly determines so in writing. b. Limitations on Accessing Federal Assistance in the Transit Account. The Recipient understands that the total amount of federal assistance awarded under the Grant Agreement to be supported with SIB deposits may not be available for immediate withdrawal. The State and the Recipient agree to restrict the amount of federal assistance it withdraws from its SIB to an amount not exceeding the limits specified in its Grant Agreement in support of the SIB or the Award Budget for that Grant Agreement. Section 46. Special Provisions for the TIFIA Program. 68 FTA Master Agreement MA(22), 10-1-2015 a. Federal Laws, Regulations, Requirements, and Guidance. The Recipient agrees to administer any Underlying Agreement financed with federal credit assistance authorized by the Transportation Infrastructure Finance and Innovation Act (TIFIA), as amended, as required under: (1) Title 23, U.S.C. (Highways), specifically 23 U.S.C. §§ 601 – 609, to the extent required under the FAST Act, and other applicable federal legislation, (2) Federal transit laws, 49 U.S.C. chapter 53, and more specifically 49 U.S.C. § 5323(o), as amended by MAP-21, which requires compliance with 49 U.S.C. §§ 5307, 5309, and 5337 for any Underlying Agreement to which MAP-21 applies, (3) Section 350 of the National Highway System Designation Act of 1995, as amended, (4) Joint U.S. DOT and FTA regulations, “Credit Assistance for Surface Transportation Projects,” 49 C.F.R. parts 80 and 640 that have not been superseded by the FAST Act, or any other statute in effect and that applies to the matter at issue, and (5) Any federal statute signed into laws and regulations promulgated at a later date that would affect the Underlying Agreement. b. Default. The Recipient agrees that FTA may declare the Recipient in violation of the Master Agreement if it has defaulted on a TIFIA Loan, Loan Guarantee, or Line of Credit, and that default has not been cured within 90 days. c. Order of Precedence. Any provision of this Master Agreement that is applicable to the Recipient’s Underlying Agreement for TIFIA assistance and Recipient, but that conflicts with the laws, regulations, and requirements identified in this section, will not apply to the Recipient’s TIFIA Loan, Loan Guarantee, or Line of Credit. Section 47. Special Provisions for the Joint FTA – FRA Program. a. General Legal Requirements. When both FTA and the U.S. Federal Railroad Administration (FRA) make federal assistance available for the same Underlying Agreement, the Recipient understands and agrees that it will administer the Underlying Agreement to achieve maximum compliance with FTA’s statutory and regulatory requirements, FRA’s statutory and regulatory requirements, and other federal statutory requirements. b. Disadvantaged Business Enterprises. (1) The Recipient acknowledges and understands that the statutory and regulatory provisions relating to disadvantaged business enterprises (DBE) differ significantly between FTA and FRA, including Section 1101(b) of the FAST Act (23 U.S.C. § 101 note) and U.S. DOT regulations, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs,” 49 C.F.R. part 26, both of which apply to FTA, but not to FRA. (2) FRA is not authorized to use FTA’s DBE regulations, and consequently the Recipient agrees to comply with the statutory and regulatory DBE provisions that apply to federal assistance provided by FTA when using that federal assistance for purchases. (3) The Recipient agrees to use the “contracting with small and minority firms, women's business enterprise” provisions of the applicable U.S. DOT Common Rules. 69 FTA Master Agreement MA(22), 10-1-2015 c. Buy America. The Recipient agrees that statutory and regulatory Buy America provisions that apply to federal assistance authorized for FTA differ from those that apply to federal assistance authorized for FRA. Therefore, the Recipient agrees that: (1) It must comply with FTA’s statutory and regulatory Buy America provisions to the extent that the purchases are for a Project or related activities that implement the Underlying Agreement, (2) It must comply with FRA’s statutory and regulatory Buy America provisions, specifically section 301(a) of the Passenger Rail Investment and Improvement Act of 2008 (PRIIA), Pub L. 110-432, October 16, 2008, and 49 U.S.C. § 24405(a), to the extent that the purchases are required to comply with FRA Buy America requirements, and (3) If it uses federal assistance authorized for FTA and for FRA to finance a purchase, the Recipient agrees that it must comply with both FTA’s and FRA’s requirements. d. Force Account – Procurement. The Recipient agrees that FTA deems section 16(h) of this Master Agreement to be satisfied for work that is performed by the railroad’s force account employees if a Project or related activities are being conducted on the property of a railroad, and under the railroad’s collective bargaining agreements with its employees, certain work to be performed for the Recipient must be performed by force account employees. e. Procurement of Rolling Stock. The Recipient agrees that if FRA requires the Recipient to acquire any rolling stock for the Underlying Agreement from the Next Generation Corridor Equipment Pool Committee that has been established under section 305 of PRIIA, FTA deems section 15 of this Master Agreement to be satisfied. f. Use of Real Property, Equipment, and Supplies. The Recipient agrees that application of section 19 of this Master Agreement is reserved. g. Davis-Bacon. The Recipient agrees that, as provided in 49 U.S.C. § 24312, wages paid to railroad employees at rates provided in a collective bargaining agreement negotiated under the Railway Labor Act, 45 U.S.C. § 151 et seq., are deemed to comply with the requirements of the Davis-Bacon Act, 40 U.S.C. § 3141 et seq., and satisfy section 23 of this Master Agreement. h. Employee Protective Arrangements. The Recipient agrees to pass down to a railroad employee subject to the Railway Labor Act, 45 U.S.C. § 151 et seq., protective arrangements as provided in a special Attachment to FTA’s Grant Agreement or Cooperative Agreement with the Recipient, and not pass down employee protective arrangements as provided in section 23 of this Master Agreement. i. Motor Carrier Safety. The Recipient agrees that railroad signal employees and their employers must comply with the hours of service requirements of 49 U.S.C. § 21104, see 49 U.S.C. § 21104(e), and FRA’s hours of service regulation, specifically 49 C.F.R. part 228, and Section 31 of this Master Agreement does not apply to railroad signal employees concerning hours of service. 70 FTA Master Agreement MA(22), 10-1-2015 j. Railroad Safety. The Recipient agrees that a railroad subject to FRA’s safety jurisdiction must comply with the federal railroad safety laws. ### 1 FTA Master Agreement MA(22), 10-1-2015 APPENDIX A TRIBAL TRANSIT PROGRAM – APPLICABLE PROVISIONS FTA recognizes that several provisions of the Master Agreement generally applicable to other programs do not apply to the Tribal Transit Programs or the Indian Tribes that are the Direct Recipients of federal assistance under those Programs. The following sections of the Master Agreement are not applicable to the Tribal Transit Programs: Section 14.a(1) & 14.b – Private Enterprise Section 22.e – Relocation and Real Property Section 26 – State Management and Monitoring Systems Section 27 – Geographic Information and Related Spatial Data Section 36 – Special Notification Requirement for States However, this list is not intended to be comprehensive and FTA may determine that other provisions are applicable depending upon the Underlying Agreement for the Tribal Transit.