Standard Federal Clauses
Single Bid/Proposal - In the event a single bid/proposal is received, CATA may conduct a price and/or cost analysis of the bid/proposal. A price analysis is the process of examining the bid/proposal and evaluating the separate cost elements. A price analysis through comparison to other procurements must be made to a similar work project involving similar work specifications must be based on an established or competitive price of the elements being compared. Where differences exist, a detailed analysis must be made of the differences and costs thereto.
Where it is impossible to obtain a valid price analysis, it may be necessary for CATA to conduct a cost analysis of the bid/proposal price, in which case the cost analysis shall be made by competent, experienced auditors or price analysts. An engineer's estimate or comparison of the prices involved is insufficient.
Pricing - Prices to be quoted in an IFB/RFP shall include all items of labor, materials, tools, equipment, and other costs necessary to fully complete the production and delivery of the item(s) pursuant to these instructions and the contract proposal.
Bid/Proposal Compliance - All bids/proposals must be in strict compliance with requirements and provisions of these specifications, including provisions herein regarding "approvals", "approved equals", and "deviations". Changes to the specifications will be issued by addendum to all parties having received the bid/proposal. If the bidder/proposer intends to submit a bid/proposal containing "approved equals" or "deviations" from specific requirements of the specifications, the bidder/proposer must request such approvals by the date and in accordance with procedures specified for this solicitation. Approval of such request is solely at CATA's discretion. Bids/proposals may be submitted with such "approvals", "approved equals", or "deviations" only if specifically approved by CATA in writing prior to the bid/proposal opening date. Each bid/proposal must be accompanied by documentation of CATA’s "approvals" for that bid/proposal. CATA shall notify other prospective bidders/proposers of any such "approvals." Unapproved deviations, exceptions, substitutions, alternates, or conditional qualifications contained in a bid/proposal may result in rejection of the bid/proposal on the grounds that it is non-responsive.
Errors and Omissions - Any proposed change in this Solicitation shall be submitted to CATA for its prior approval. The Contractor will not be allowed to take advantage of any errors or omissions in this solicitation, attached specifications, or Request for Proposal requirements. Full instructions to correct errors or omissions will be given to the Contractor once called to the attention of CATA.
Bid/Proposal Rejection - CATA reserves the right to accept any bid/proposal, or to reject any or all bids/proposals, or to postpone the opening date/proposal award, or to award a Contract on such basis as CATA deems to be in its best interest, consistent with Federal and State procurement regulations.
Withdrawal of Bids/Proposals - Bids/proposals may be withdrawn upon written request received by CATA prior to the time fixed for opening bids or submitting proposals. No bid/proposal may be withdrawn for ninety (90) calendar days after the time set herein for the public opening and reading of bids or after the proposal submission deadline, as appropriate, without CATA’s written consent.
Non-Collusion - The bidder/proposer shall certify that the prices in this Bid/Proposal have been arrived at independently without collusion by completing the certification form when applicable.
Inspection - In the case of bids, bidders may inspect all bids after tabulation
Payment Terms - CATA will pay the Contractor as specified in the contract, proposal or bid document.
Taxes - The successful bidder/proposer shall be responsible for payment of all applicable sales, consumer, user and other similar taxes as required by law. CATA, as a municipal authority, is exempt from payment of many of these taxes in many instances. The successful bidder/proposer is responsible for reviewing all Commonwealth of Pennsylvania statutes which are pertinent and for complying with their requirements.
Points of Contact - All communications, contracted items, contracts, document submittals and correspondence shall take place between CATA's General Manager or his designee and the designated representative of the successful bidder/proposer, who shall thereafter be referred to as "points of contact". Furthermore, in certain projects, and where required by the proposal, the Contractor's point of contact shall be designated as the Project Principal and may not be changed without the prior approval of CATA.
Financial Assistance/Federal Participation - This procurement is to be financed in part through federal grants under the Intermodal Surface Transportation Efficiency Act, as amended, which will provide 80% of the total project cost, and, in some cases, through state grants from the Commonwealth of Pennsylvania. The Contractor must comply with all terms and conditions for third-party contracts in those grant agreements. Contract award is subject to concurrence by the FTA and Commonwealth of Pennsylvania.
Federal Changes/Requirements - The 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 CATA and FTA, and agrees that failure to do so shall constitute a material breach of this contract. The Contractor agrees that Federal laws, regulations, policies, and related administrative practices in force and made applicable to this Contract on the date of execution may be modified from time to time, and that the most recent of such provisions will govern administration of this Contract at any particular time, absent sufficient evidence in the Contract of a contrary intent. Any new Federal laws, regulations, policies and administrative practices established after the date of execution and thereafter will be applied to this Contract. All limits or standards set forth in this Contract to be observed in its performance are minimum requirements. Standard clauses may be modified if necessary to comply with applicable State or local law, so long as Federal requirements are maintained. If there is an irreconcilable conflict between Federal and State or local requirements, CATA shall inform the FTA in order that appropriate resolution may be arranged.
Incorporation of Federal Transit Administration (FTA) Terms– The preceding provisions include, in part, certain Standard Terms and Conditions required by the Department of Transportation (DOT), whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1E are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA- mandated terms shall be deemed to control in event of a conflict with other provisions contained in this agreement. The Contractor shall not perform any act, or fail to perform any act, or refuse to comply with any CATA requests which would cause CATA to be in violation of FTA terms and conditions.
No Obligation by the Federal Government – 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 of the Federal Government, the Federal Government is not party to this contract and shall not be subject to any obligations or liabilities to the purchaser, the Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.
The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.
Access to Records and Reports - For any capital project or improvement contract awarded by CATA on any basis other than competitive bidding, the Contractor agrees to permit CATA, the Secretary of Transportation and the Comptroller General or their authorized officers or employees, to inspect all work, materials, payrolls and other data or records involving the contract, to audit books, records and accounts involving the contract, and to copy/reproduce by any means excerpts/ transcriptions as reasonably needed.
Record Retention - The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than 3 years after the date of termination or expiration of the contract, except in the event of litigation or settlement of claims arising from the performance of the contract, in which case the Contractor agrees to maintain same until CATA, 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.
See additional clauses applicable to construction contracts subject to labor standards under the Davis-Bacon Act and/or Department of Labor regulations for federally-assisted contracts (29 CFR Part 5).
Program Fraud; False or Fraudulent Statements or Related Acts - The Contractor acknowledges that provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 USC 3801 et seq. and U.S. Department of Transportation regulations, "Program Fraud Civil Remedies," 49 CFR Part 31, apply to its actions pertaining to this project. Upon execution of the underlying contract, the Contractor certifies/affirms the truthfulness and accuracy of any statement it has made, makes, may make, or causes to be made, pertaining to the underlying contract or the FTA-assisted project for which 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 USC 5307, the Government reserves the right to impose the penalties of 18 USC 1001 and 49 USC 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, expect to identify the subcontractor who will be subject to the provisions.
Indemnification - The Contractor covenants and agrees to indemnify and hold harmless CATA, Pennsylvania DOT, FTA, and all officers, agents and employees thereof from and against any and all claims, suits or losses (whether real or asserted) occurring or resulting to any and all persons, firms or corporations furnishing or supplying work, services, materials, or supplies in connection with performance of the Contract and from any and all claims or losses (including death) occurring or resulting to any person, firm or corporation who may be injured or damaged by the Contract and from any and all claims or losses (including death) occurring or resulting to any person, firm or corporation who may be injured or damaged by the Contractor, its subcontractors, agents, servants, or employees, arising out of the performance of the Contract, including those arising out of any negligent act, error or omission on the part of the Contractor, its officers, agents, servants, employees, or subcontractors/subconsultants. The Contractor does hereby assume all liability and responsibility, including, but not limited to, costs and actual attorneys' fees for injuries, claims or suits, or suits for damages to persons or property of whatever kind or character, whether real or asserted, occurring during or arising out of any negligent act, error, or omission of the contractor, its officers, agents, servants and employees or subcontractors/subconsultants.
Severability - If any provision of this Contract is held invalid, the remainder of the Contract shall not be affected thereby if the remainder would continue to conform to terms and requirements of applicable law.
Assignment - The Contractor shall not assign, transfer, convey, subcontract or otherwise dispose of all or any of its right, title, interest or responsibility of this Contract without prior written consent of CATA.
Interest of Public Officials - No member, officer or employee of CATA or any local sponsoring public body, during his/her tenure, or for one (1) year thereafter, shall have any interest, direct or indirect, in this Contract or the proceeds thereof.
Interest of Members of or Delegates to Congress - No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Contract or to any benefit arising there from.
Protest Procedures- Appendix A contains protest procedures to resolve disputes relating to procurements, as required by FTA Circular 4220 1.D. Protesters must exhaust these procedures before appealing to the FTA. Violations of Federal law/regulation will be handled by the complaint process stated in that law/regulation; violations of State/local law/regulation will be under jurisdiction of State/local authorities.
Buy America Requirements - The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. Part 661, 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.
Cargo Preference and Fly America –
Energy Efficiency and Conservation - Vendors/contractors agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 USC 6321 et seq).
Recycled Products/Recovered Materials - For contracts/subcontracts for purchase of items designated by the EPA under Subpart B of 40 CFR Part 247, the Contractor agrees to comply with all requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to regulatory provisions of 40 CFR Part 247, and Executive Order 12873.
Non-Discrimination - In accordance with Title VI of Civil Rights Act, as amended, 42 USC §§2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 USC §§ 6102, section 202 of the Americans with Disabilities Act of 1990, 42 USC §§ 12132, and Federal transit law (49 USC §§ 5332), the Contractor agrees 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.
The Contractor 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.
Equal Employment Opportunity (EEO) –
Also see additional Equal Employment Opportunity clauses applicable to construction contracts.
Disadvantaged Business Enterprise (DBE) -
Access Requirements for Individual with Disabilities - The Contractor will comply with all applicable requirements of 49 USC 5301(d), Americans with Disabilities Act of 1990 (ADA), 42 USC 12101 et seq.; Section 504 of the Rehabilitation Act of 1973 as amended, 29 USC 794; Architectural Barriers Act of 1968, as amended, 42 USC 4151 et seq., Section 16 of the Federal Transit Act as amended, 49 USC. app.1612, and the applicable requirements of the following regulations and any amendments thereto:
Termination - The clauses below state general provisions for contract termination. Additional provisions specific to a particular contract shall apply on a case-by-case basis.
If CATA later determines that the Contractor had an excusable reason for not performing, such as a strike, fire, flood, or other events not the fault of or beyond the control of the Contractor, CATA may establish a new delivery or performance schedule and may allow the Contractor to continue work or may treat the termination as a termination for convenience. Further, if CATA later determines 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 CATA.
In the case of termination for cause or breach or default of any terms, covenants, or conditions of the contract, CATA may, at its sole discretion, allow the Contractor 10 calendar days from the date of the Contractor’s receipt of CATA’s notice of said breach or default in which to cure the defect. If Contractor fails to remedy the breach or default to CATA's satisfaction within the 10 day period, CATA shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination shall not in any way preclude CATA from also pursuing all available remedies against Contractor and its sureties for said breach or default.
Should CATA elect to waive its remedies for a breach by Contractor of any covenant, term or condition of the Contract, CATA’s waiver shall not limit its remedies for a succeeding breach of that or any other term, covenant, or condition of this Contract.
Debarment and Suspension - CATA may not enter into contracts (and the Contractor may not enter into any subcontracts of $25,000 or more at any time during performance of the work), with firms who are on the government-wide list of debarred or suspended firms. The prospective Contractor shall complete the certification included in this solicitation and submit it with the bid/proposal and further agrees that it will include the same certification, without modification, in all covered subcontracts (those for $25,000 or more) and in all solicitations for such subcontracts. If the prospective Contractor or subcontractor is unable to certify to the statements in this certification, it shall attach an explanation to its bid or proposal.
Environmental and Resource Conservation Requirements (Clean Air, Clean Water, etc.) -
In addition, regulations specific to particular areas of concern which may apply include:
Restrictions on Lobbying - In accordance with Byrd Anti-Lobbying Amendment, 31 USC 1352, as amended by Lobbying Disclosure Act of 1995, P.L. 104-65 (to be codified at 2 USC 1601, et seq.), Contractor (or any subcontractors with subcontracts of $100,000 or more) shall certify, per 49 CFR Part 20, “New Restrictions on Lobbying”, that it will not and has not used Federal funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or other award covered by 31 USC 1352. The Contractor shall complete the certification included in this solicitation and submit it to CATA with the bid or proposal. Further, each tier shall provide the same certification to the tier above.
If any funds other than Federal funds have been or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a member, officer or employee of Congress, or an employee of a member of Congress in connection with this contract, grant, loan, or cooperative agreement, the Contractor or subcontractor shall complete Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions and forward it from tier to tier until they have been provided to CATA.
Breaches and Dispute Resolution - All contracts of $100,000 or more, and contracts of a lesser amount as CATA deems appropriate, shall include provisions or conditions for administrative, contractual or legal remedies (in addition to termination) where the Contractor or its subcontractors violate or breach contract terms and which provide for sanctions and penalties (provisions for bonding, penalties for late or inadequate performance, retained earnings, liquidated damages or other appropriate measures). Specific contract clauses appropriate to each contract shall be developed on a case-by-case basis.
In all cases, unless otherwise directed by CATA or stated in the contract, Contractor shall continue to perform under the contract during resolution of any dispute.
Duties and obligations imposed by, and rights and remedies available under, the contract 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 CATA or Contractor shall constitute a waiver of any right or duty afforded 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.
Conformance with ITS National Architecture - ITS projects shall conform to the National ITS Architecture and standards in accordance with the requirements contained in this part. Conformance with the National ITS Architecture is interpreted to mean the use of the National ITS Architecture to develop a regional ITS architecture in support of integration and the subsequent adherence of all ITS projects to that regional ITS architecture. Development of the regional ITS architecture should be consistent with the transportation planning process for Statewide and Metropolitan Transportation Planning (49 CFR Part 613 and 621).
Drug and Alcohol Testing
How a recipient does so depends on several factors, including whether the contractor is covered independently by the drug and alcohol rules of another Department of Transportation operating administration, the nature of the relationship that the recipient has with the contractor, and the financial resources available to the recipient to oversee the contractor's drug and alcohol testing program. In short, there are a variety of ways a recipient can ensure that its subrecipients and contractors comply with the rules.
Therefore, FTA has developed three model contract provisions for recipients to use "as is" or to modify to fit their particular situations.