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6. Termination for Default (Supplies and Service) If 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 contractor a notice of termination specifying the nature of default. Contractor shall 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 contractor was not in default,
the rights and obligations of the parties shall be the same as if termination had been issued
for the recipient’s convenience.

Government Wide Debarment and Suspension

Applicability — Contracts over $25,000

The Contractor shall comply and facilitate compliance with U.S. DOT regulations,
“Nonprocurement Suspension and Debarment,” 2 C.F.R. part 1200, which adopts and
supplements the U.S. Office of Management and Budget (U.S. OMB) “Guidelines to
Agencies on Government wide Debarment and Suspension (Nonprocurement),” 2 C.F.R.
part 180. These provisions apply to each contract at any tier of $25,000 or more, and to
each contract at any tier for a federally required audit (irrespective of the contract amount),
and to each contract at any tier that must be approved by an FTA official irrespective of the
contract amount. As such, the Contractor shall verify that its principals, affiliates, and
subcontractors are eligible to participate in this federally funded contract and are not
presently declared by any Federal department or agency to be:

a) Debarred from participation in any federally assisted Award;

b) Suspended from participation in any federally assisted Award;

c) Proposed for debarment from participation in any federally assisted Award;
d) Declared ineligible to participate in any federally assisted Award;

e) Voluntarily excluded from participation in any federally assisted Award; or
f) Disqualified from participation in ay federally assisted Award.

By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:

The certification in this clause is a material representation of fact relied upon by the
Recipient . If it is later determined by the Recipient that the bidder or proposer knowingly
rendered an erroneous certification, in addition to remedies available to the Recipient, the
Federal Government may pursue available remedies, including but not limited to
suspension and/or debarment. The bidder or proposer agrees to comply with the
requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200, while
this offer is valid and throughout the period of any contract that may arise from this offer.
The bidder or proposer further agrees to include a provision requiring such compliance in
its lower tier covered transactions.

This affidavit must be on the form provided by NTS, which is enclosed with this bid
package

Contracts Involving Federal Privacy Act Requirements

When a recipient 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 ($3,500 or less,
except for construction contracts over $2,000)

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.

Civil Rights Requirements

The Recipient understands and agrees that it must comply with applicable Federal civil
rights laws and regulations, and follow applicable Federal guidance, except as the Federal
Government determines otherwise in writing. Specifically:

1. Nondiscrimination in Federal Public Transportation Programs. The Recipient
agrees to, and assures that each Third Party Participant will, comply with Federal transit
law, 49 U.S.C. § 5332 (FTA’s “Nondiscrimination” statute): (1) FTA’s
“Nondiscrimination” statute prohibits discrimination on the basis of: (a) Race, (b) Color,
(c) Religion, (d) National origin, (e) Sex (including sexual orientation and gender identity),
(f) Disability, or (g) Age, and (2) The FTA “Nondiscrimination” statute’s prohibition
against discrimination includes: (a) Exclusion from participation, (b) Denial of program
benefits, or (c) Discrimination, including discrimination in employment or business
opportunity,

1. 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: (a)
Race, (b) Color, or (c) 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, as stated in the preceding section a, and (3)
Except as FTA determines otherwise in writing, follow: (a) The most recent edition of FTA
Circular 4702.1, “Title VI and Title VI-Dependent Guidelines for Federal Transit
Administration Recipients,” to the extent consistent with applicable Federal laws,
regulations, 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) Other applicable Federal guidance that may
be issued,

2. 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, or national origin, and: (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,”
as amended by Executive Order No. 11375, “Amending Executive Order No. 11246,
Relating to Equal Employment Opportunity,” 42 U.S.C. § 2000e note, (c) Comply with
Federal transit law, specifically 49 U.S.C. § 5332, as stated in section a, and (d) Comply
with other applicable EEO laws and regulations, as provided in Federal guidance, including
laws and regulations prohibiting discrimination on the basis of disability, except as the
Federal Government determines otherwise in writing, (2) General. The Recipient agrees to:
(a) Ensure that applicants for employment are employed and employees are treated during
employment without discrimination on the basis of their: 1 Race, 2 Color, 3 Religion, 4
Sex, 5 Disability, 6 Age, or 7 National origin, (b) Take affirmative action that includes, but
is not limited to: 1 Recruitment advertising, 2 Recruitment, 3 Employment, 4 Rates of pay,
5 Other forms of compensation, 6 Selection for training, including apprenticeship, 7
Upgrading, 8 Transfers, 9 Demotions, 10 Layoffs, and 11 Terminations, and (3) Equal
Employment Opportunity Requirements for Construction Activities. In addition to the
foregoing, when undertaking “construction” as recognized by the U.S. Department of
Labor (U.S. DOL), the Recipient agrees to comply, and assures the compliance of each
Third Party Participant, 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,” as
amended by Executive Order No. 11375, “Amending Executive Order No. 11246, Relating
to Equal Employment Opportunity,” 42 U.S.C. § 2000e note,

3, Disadvantaged Business Enterprise To the extent authorized by applicable Federal
law, 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 Project as follows: (1) Requirements. The Recipient agrees to
comply with: (a) Section 1101(b) of MAP-21, 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 (c) Federal transit
law, specifically 49 U.S.C. § 5332, as stated in section a, (2) Assurance. As required by 49
C.F.R. § 26.13(a), the Recipient provides assurance that: The Recipient shall not
discriminate on the basis of race, color, national origin, or sex in the award and
performance of any DOT- assisted contract or in the administration of its DBE program or
the requirements of 49 C.F.R. part 26. The Recipient shall take all necessary and
reasonable steps under 49 C.F.R. part 26 to ensure nondiscrimination in the award and
administration of DOT-assisted contracts. The Recipient's DBE program, as required by 49
C.F.R. part 26 and as approved by DOT, is incorporated by reference in this agreement.
Implementation of this program is a legal obligation and failure to carry out its terms shall
be treated as a violation of this agreement. Upon notification to the Recipient of its failure
to carry out its approved program, the Department may impose sanctions as provided for

under 49 C.F.R. part 26 and may, in appropriate cases, refer the matter for enforcement
under 18 U.S.C. § 1001 and/or the Program Fraud Civil Remedies Act of 1986, 31 U.S.C.

§ 3801 et seq.,

4. 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, as stated in section a,

5. 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 (ADEA), 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,
which implements the ADEA, (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 or activities receiving Federal funds, (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, which implements
the Age Discrimination Act of 1975, and Federal transit law, specifically 49 U.S.C. § 5332,
as stated in section a,

6. Nondiscrimination on the Basis of Disability. The Recipient agrees to comply with
the following Federal prohibitions pertaining to discrimination against seniors or
individuals with disabilities: (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 funded programs 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, (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
laws and amendments pertaining to access for elderly individuals 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, U.S. DOT
regulations, “Transportation for Individuals with Disabilities: Passenger Vessels,” 49
C.F.R. part 39, (d) 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, (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 (3) Other
applicable Federal civil rights and nondiscrimination guidance,

7. 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,

8. Access to Services for People with Limited English Proficiency. Except as the
Federal Government determines otherwise in writing, the Recipient agrees to promote _
accessibility of public transportation services to people whose understanding of English is
limited by following: 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,

9. Environmental Justice. Except as the Federal Government determines otherwise in
writing, the Recipient agrees to 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, and (2) 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
and applicable 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, and guidance, and

10. | Other Nondiscrimination Laws. Except as the Federal Government determines
otherwise in writing, the Recipient agrees to: (1) Comply with other applicable Federal
nondiscrimination laws and regulations, and (2) Follow Federal guidance prohibiting
discrimination.

11. Contractor shall include these requirements in each subcontract financed in whole
or in part with FTA assistance, modified only if necessary to identify the affected parties.

Breaches and Dispute Resolution
All contracts over $100,000.

Dispute Resolution. The parties shall attempt to resolve any dispute related to this
Contract as follows. Either party shall provide to the other party, in writing and with full
documentation to verify and substantiate its decision, its stated position concerning the
dispute. No dispute shall be considered submitted and no dispute shall be valid under this
provision unless and until the submitting party has delivered the written statement of its
position and full documentation to the other party.

The parties shall then attempt to resolve the dispute through good faith efforts and
negotiation. Unless otherwise directed by the City, at all times Seller shall continue
performance under the Contract Documents while matters in dispute are being resolved. If
the parties are unable to resolve their dispute as described above within 30 days, the
parties’ reserve the right to pursue any available legal and/or equitable remedies for any
breaches of this contract except as that right may be limited by the terms of this Contract.

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 its employees, agents or others for whose
acts it is legally liable, a claim for damages therefore shall be made in writing to such other
party as soon as practicable after the first observance of such injury or damage.

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.

Disadvantaged Business Enterprise

1. The contractor, subrecipient or subcontractor shall not discriminate on the basis of
race, color, national origin, or sex in the performance of this contract. The contractor shall
carry out applicable requirements of 49 C.F.R. part 26 in the award and administration of
DOT-assisted contracts. Failure by the contractor to carry out these requirements is a
material breach of this contract, which may result in the termination of this contract or such
other remedy as the recipient deems appropriate, which may include, but is not limited to:
a. Withholding monthly progress payments;

b. Assessing sanctions;

c. Liquidated damages; and/or

d. Disqualifying the contractor from future bidding as non-responsible. 49 C.F.R. §
26.13(b).

2. The contractor shall not discriminate on the basis of race, color, religion, 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 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 the municipal
corporation deems appropriate. Each subcontract the contractor signs with a subcontractor
must include the assurance in this paragraph (see 49 CFR 26.13(b)).

3. If a separate contract goal has been established, 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.

4, If no separate contract goal has been established, the successful bidder/offeror will
be required to report its DBE participation obtained through race-neutral means throughout
the period of performance.

5. 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 recipient. In addition, the contractor
may not hold retainage from its subcontractors or must return any retainage payments to
those subcontractors within 30 days after the subcontractor's work related to this contract is
satisfactorily completed or must return any retainage payments to those subcontractors
within 30 days after incremental acceptance of the subcontractor’s work by the recipient
and contractor’s receipt of the partial retainage payment related to the subcontractor’s
work.

6. The contractor must promptly notify the recipient whenever a DBE subcontractor
performing work related to this contract is terminated or fails to complete its work, and
must make good faith efforts to engage another DBE subcontractor to perform at least the
same amount of work. The contractor may not terminate any DBE subcontractor and
perform that work through its own forces or those of an affiliate without prior written
consent of the recipient.

This affidavit must be on the form provided by NTS, which is enclosed with this bid
package

Incorporation of Federal Transit Administration (FTA) Terms

The preceding provisions include, in part, certain Standard Terms & Conditions required

by USDOT, whether or not expressly stated in the preceding contract provisions. All
USDOT-required contractual provisions, as stated 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 request that would cause the recipient to be in violation of
FTA terms and conditions.

Other Federal Requirements

1. Full and Open Competition In accordance with 49 U.S.C. § 5325(a) all
procurement transactions shall be conducted in a manner that provides full and open
competition.

2. Prohibition Against Exclusionary or Discriminatory Specifications

Apart from inconsistent requirements imposed by Federal statute or regulations, the
contractor shall comply with the requirements of 49 USC 5323(h)(2) by refraining from
using any FTA assistance to support procurements using exclusionary or discriminatory
specifications.

3. Conformance with ITS National Architecture

Contractor shall conform, to the extent applicable, to the National Intelligent
Transportation Standards architecture as required by SAFETEA-LU Section 5307(c), 23
U.S.C. Section 512 and as amended by MAP-21 23 U.S.C. § 517(d), note and follow the
provisions of FTA Notice, “FTA National Architecture Policy on Transit Projects,” 66 Fed.
Reg.1455 etseq., January 8, 2001, and any other implementing directives FTA may issuc at
a later date, except to the extent FTA determines otherwise in writing.

4, Access Requirements for Persons with Disabilities

Contractor shall comply with 49 USC 5301(d), stating Federal policy that the elderly and
persons with disabilities have the same rights as other persons to use mass transportation
services and facilities and that special efforts shall be made in planning and designing those
services and facilities to implement that policy.

Contractor shall also comply with all applicable requirements of Sec. 504 of the
Rehabilitation Act (1973), as amended, 29 USC 794, which prohibits discrimination on the
basis of handicaps, and the Americans with Disabilities Act of 1990 (ADA), as amended,
42 USC 12101 et seq., which requires that accessible facilities and services be made
available to persons with disabilities, including any subsequent amendments thereto.

5. Notification of Federal Participation

To the extent required by law, in the announcement of any third party contract award for
goods and services (including construction services) having an aggregate value of
$500,000 or more, contractor shall specify the amount of Federal assistance to be used in
financing that acquisition of goods and services and to express that amount of Federal
assistance as a percentage of the total cost of the third party contract.

6. Interest of Members or Delegates to Congress
No members of, or delegates to, the US Congress shall be admitted to any share or part of
this contract nor to any benefit arising therefrom.

7. Ineligible Contractors and Subcontractors

Any name appearing upon the Comptroller General’s list of ineligible contractors for
federally-assisted contracts shall be ineligible to act as a subcontractor for contractor
pursuant to this contract. If contractor is on the Comptroller General’s list of ineligible

contractors for federally financed or assisted construction, the recipient shall cancel,
terminate or suspend this contract.

8. Other Contract Requirements

To the extent not inconsistent with the foregoing Federal requirements, this contract shall
also include those provisions attached hereto, and shall comply with the recipient’s
Procurement Guidelines, available upon request from the recipient.

9. Compliance with Federal Regulations

Any contract entered pursuant to this solicitation shall contain the following provisions: All
USDOT-required contractual provisions, as set forth in FTA Circular 4220.1F, are
incorporated by reference.

Anything to the contrary herein notwithstanding, FTA mandated terms shall control in the
event of a conflict with other provisions contained in this Agreement. Contractor shall not
perform any act, fail to perform any act, or refuse to comply with any grantee request that
would cause the recipient to be in violation of FTA terms and conditions. Contractor shall
comply with all applicable FTA regulations, policies, procedures and directives, including,
without limitation, those listed directly or incorporated by reference in the Master
Agreement between the recipient and FTA, as 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.

10. Use of Federal Funds

Please note that federal funds may be used with regard to this Specification. The Federal
Transportation Administration has awarded or may be awarding a grant to NTS to provide
the federal share of the equipment to be purchased within this specification.

11. Record Retention
The successful Bidder must retain in its files of business activity records with for a

period of three (3) years per 49 CFR § 18.36 (i) (11).

Real Property

Any contract entered into shall contain the following provisions: Contractor shall at all
times comply with all applicable statutes and USDOT regulations, policies, procedures and
directives governing the acquisition, use and disposal of real property, including, but not
limited to, 29 CFR 18.31, 49 CFR 24 Subpart B, FTA Circular 5010.1D, and FTA Master
Agreement, as they may be amended or promulgated during the term of this contract.
Contractor’s failure to so comply shall constitute a material breach of this contract.

EXHIBIT D - FORMS

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