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SR-10-09-1979-6Pi Santa Monica, California, September 27, 1979 TO: Mayor and City Council FROM: City Staff ACT 9 1979 SUBJECT: Approval of a Contract to fund Transportation Departments;!: ! A planning studies required by the Federal Urban Mass Transportation Administration Introduction As a participant in the regional transit planning program, known as the Overall Work Program, the Transportation Department is eligible to receive Federal Urban Mass Transportation Administration(UMTA) Section 8 planning funds, distributed by the Southern California Association of Governments(SCAG) in its role as metro- politan planning organization. Through the attached contract, the Department has been allocated up to $86,943 this year. The 200 local share of the project will come from Transportation Development Act(SB325) funds allocated for this purpose. Background Under Section 8 of the Federal Urban Mass Transportation Act, the Transportation Department is eligible to receive funding assistance for certain planning efforts connected with the UMTA- required regional transit planning program. This year the Department has been allocated up to $86,943 as its share of the Section 8 fund- ing for the Los Angeles -Long Beach urbanized area. This amount is subject to final confirmation by the Los Angeles County Transportation Commission. The major portion of these funds will be used to reimburse costs incurred in developing a short range transportation plan(SRTP), as required by UMTA. (In a separate staff report, staff has proposed the selection of a consultant to complete this plan.) Each prospective recipient of Federal transportation funds must develop and submit such a plan, based on guidelines approved by UMTA. This year, in addition to developing an overall five year operating and capital program, called a Trans- portation Improvement Program(TIP) and an accompanying description and data con- cerning the bus system and justification for expenditures, UMTA also requires some sophisticated route by route analysis to be performed. AT 9 1979 To: Mayor and City Co, .cil -2- ptember 27, 1979 Under the contract, the maximum amount to be expended under the project is $108,679. Eighty percent of this, up to $86,943, will be reimbursed by the Federal Urban Mass Transportation Administration. The remaining 20% match- ing funds will come from Transportation Development Act(SB 325) funds allocated to the City for this purpose. No City general funds will be used. Alternatives 1. The City can reject the contract. The Transportation Department would then lose the benefit of $86,943 in Federal transportation planning funds. If the City wished to maintain its eligibility for Federal capital and operating assistance, it would then have to produce an SRTP /TIP document, including all necessary data and analyses, using funds from non - Federal sources. 2. The City could authorize the City Manager to enter into a contract with SCAG to receive up to $86,943 in Federal Section 8 funding assistance for completion of the SRTP and necessary operations analyses. Recommendation City staff recommends that the City Council authorize the City Manager to enter into a contract with the Southern California Association of Governments for Federal Section 8 funds to assist in developing and completing planning studies,required by the Federal Urban Mass Transportation Administration. Prepared by: Jack Hutchison Bob Ayer COOPERATIVE AGREEMENT between SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS and the CITY OF SANTA MONICA FY'80 8052.02 TO ASSIST IN PLANNING AND ADMINISTRATION OF THE OVERALL WORK PROGRAM FOR TRANSPORTATIOiN PLANNING THIS AGREEMENT is entered into between SANTA MONICA (hereinafter referred to as Participant a nd the SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS (hereinafter referred to as SCAG). This AGREEMENT shall constitute a continual (year -to -year) management arrangement between the Participant and SCAG, and may be amended each fiscal year to provide for any change in funds and /or funding sources, as prescribed in Section V - paragraph 2. RECITALS WHEREAS, SCAG desires to insure interagency coordination for proper development of an annual Overall Work Program for Transportation Planning, as prescribed by the U.S. Department of Transportation Inter - Modal Planning Group (IPG) guidelines; and WHEREAS, SCAG desires to insure the development of an effective and timely annual comprehensive transportation plan, adoption, and imple- mentation process, as legislated by Federal requirements and conditions mandated by the State of California; and WHEREAS, SCAG desires to insure continual coordination between subregional participants, authorized in the current Overall Work Program, where any local comprehensive and /or modal transportation plan or project may potentially impact another jurisdiction; and WHEREAS, SCAG desires to insure continual satisfactory com- pliance with the U.S. DOT Inter -Modal Planning Group guidelines, as may be amended, Federal regulations /management manuals, and State of Califor- nia laws and planning /management guidelines; and WHEREAS, SCAG desires to insure appropriate disbursement of approved Federal and State Transportation Planning, and whereas, partici- pant has already commenced its efforts in connection with the FY'80 Overall ',fork Program; and WHEREAS, SCAG's payments to .Participant hereunder will come from funds provided for this purpose, as prescribed in Appendix B -- Budget Allocation, and as may be amended; and WHEREAS, Participant intends to obligate itself hereunder only to the extent of funds,- allocable to this agreement, which SCAG has received, has the right to demand, or has the right to draw upon from the appropriate funding agency. NOW THEREFORE, IT IS MUTUALLY AGREED THAT: I. FUNDING /PROGRAM MANAGEMENT 1. Employment of Participant. SCAG hereby agrees to engage Participant and Participant hereby agrees to carry out the work here- inafter described in connection with the FY'80 Overall Work Program. 2. Scope of Par'ticipant's P.es oonsibilities: Participant hereby agrees to carry out the work, identified in Appendix A, which is made a part of this Cooperative Agreement by reference, or as may be amended by mutual arrangement of both parties signed herein, and as prescribed in Section V, of this same agreement. 3. Data to be Furnished to Participant. All information, data, reports, records, and maps as are existing,. available, and necessary for the carrying out of the work shall be furnished to Participant with- out charge by SCAG. SCAG shall cooperate with Participant in every way possible in carrying out the work set forth in this agreement. 4. Personnel. a. The Participant .represents that it has, or shall secure at its own expense, all personnel required in perfo ping the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with SCAG. b. All of the services required hereunder shall be per- formed by the Participant or under its supervision, and all personnel engaged in the work shall be fully qualified and shall be authorized under State and local law to perform such services. c. None of the work or services covered by this agreement shall be subcontracted without the prior approval of SCAG. 5. Time of Performance. The scope of work of the Participant, shall include such services rendered effective (as set forth in the effec- tive (OWP) and such services shall continue until completion by no later -2- than February 1, 1980. Participant and SCAG may agree to extend the time of performance hereunder by amendment of this Agreement. 6. Method of Payment. In performing the scope of work set forth in Paragraph 2 hereof, Participant may incur the costs authorized by Expense Budget Category and Task Budget Allocation,, labeled Appendix B, and incorporated herein by this reference. Said costs shall be the only costs for which Participant shall have a right to partial reimburse- ment by SCAG hereunder (hereinafter referred to as allowable costs). Participant may incur said allowable costs up to a maximum sum of Ljp$,679�Qo which SCAG shall reimburse Participant for said allowable costs up to a maximum of $ 86,943.00 Payment shall be made in the following manner: a. Participant shall submit requisitions (identified by fund source by task /sub -task) for payment_ of the reimbursable portion of allowable costs not more frequently than once monthly. With each such requisition, a Status Report setting forth a summary of the work performed and products produced since the previous requisition, if any, shall be attached. b. SCAG shall pay to the Participant the reimbursable portion (not to exceed 800 of the allowable costs) set forth in said requisitions. c. Participant must have an Indirect Cost Proposal on file with SCAG before reimbursement for allowable costs are requested from the appropriate funding agency. The Indirect Cost Proposal shall be documented in accordance with Federal Management Circular 74 -4. Par- ticipant shall further document that any costs charged to Travel (and related expenses) are consistent with the established federal rate of reimbursement, as prescribed in the appropriate federal guidelines. d. All costs charged to this agreement by Participant must be supported by properly executed payrolls, time records, invoices, and vouchers, evidencing in proper detail the nature and propriety of the charges, and shall be costs allowable as determined by Federal Management Circular 74 -4 and Code of Federal Regulations, Title 41 (Public Contracts and Property Management) Part 1 -15 Contract Cost Principles and Pro - cedures, Subpart 1 -15.7 Grants and Contracts with State and Local Govern- ments. e. Participant may submit, and SCAG shall pay, requisitions for the reimbursable portion of allowable costs incurred by Participant prior to the effective date of this Agreement in accordance with Section V.1 hereof. f. Participant :must establish and maintain a separate Fund Account, as prescribed under State and Federal audit requirements within its existing accounting system specifically for and limited to all fiscal activities required to perform the services under this agreement. Par- ticipant's accounting system shall comply with the regulations and stand- ards of the Cost Accounting Standards Board. All accounting records shall -3- readily provide a breakdown of costs charged to this agreement as pre- scribed by Paragraph 6 hereof and Appendix B herein. Such records, to- gether with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three years after receipt of final payment. g. In the event that as a result of an audit by the federal government or any agency thereof it is determined that monies received by Participant from SCAG were expended in violation of federal law, which violation was caused by some act or omission of the Participant, and if SCAG then becomes obligated to pay and does pay such monies to the federal government, then the Participant expressly agrees to reimburse SCAG in the amount of such monies. SCAG agrees to appeal and otherwise exercise any rights or priveleges it holds in an effort to finally deter- mine whether or not such violation occurred. 7. Audits. At any time during normal business hours, and as often as SCAG, the U.S. Department of Transportation (and the appro- priate funding agency), the State of California, or the Comptroller General of the United States may deem necessary, the Participant shall make available for examination all of its records with respect to all matters covered by this agreement for purposes of audit, examination, or to make excerpts, invoices, materials, payrolls, personnel records, conditions of employment and other data relating to all matters covered by this agreement. In lieu of an audit made by SCAG, or at its direction, the Participant may submit an audit performed by a certified public accountant. 8. Identification of Documents. All reports, maps, and other documents completed as a part of this agreement, other than documents exclusively for internal use within SCAG or the Participant, shall carry the following notation on the front cover or title page (or in the case of maps, in the same block) containing the name of SCAG; The prepara- tion of this document was financed in part through a grant from the U.S. Department of Transportation and (indicate appropriate funding agency(s) who funded the specific effort). The contents of this report relect the views of the (Participant's name) which is responsible for the facts and the accuracy of the data presented herein. The contents do not necessarily reflect the official views or policy of SCAG, the U.S. Depart- ment of Transportation, State of California, or any funding agency identi- fied herein. This report does not constitute a standard, specification or regulation ". II. FEDERAL AND STATE MANDATORY REQUIREMENTS 1. Equal Employment Opportunity. In connection with the execution of this agreement, the Participant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The Participant shall take affirmative action to ensure that applicants are employed, and that employees are ME treated during employ...,nt, without regard to their ro_.:, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruit- ment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection of training, including appren- ticeship. The Participant agrees to post in conspicuous places, avail- able to employees and applicants for employment, notices setting forth the provisions of the Equal Opportunity clause. 2. Nondiscrimination. During the performance of this agree- ment, the Participant agrees as follows: a. In connection with the execution of this agreement, the Participant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The participant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection of training, including apprenticeship. The Participant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of the Equal Opportunity Clause. b. The Participant shall, in all solicitations or advertise- ments for employees placed by or on behalf of the Participant, state that all qualified applicants shall receive consideration for employment without regard to race, color, religion, sex, or national origin. c. The Participant shall send to each labor union or represent- ative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising the labor union or worker's representative of the Participant's commitments under this Equal Opportunity clause, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. d. The Participant shall comply with all provisions of Execu- tive Order No. 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. e. The Participant shall furnish all information and reports required by Executive Order No. 11246 of September 24, 1965. and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and shall permit access to his books, records, and accounts by SCAG and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. f. In the event of the Participant's non - compliance with Equal 9pportunity clause of this agreement or any of the said rules, regulations, or orders, this agreement may be cancelled, terminated, or suspended, in whole or in part, and the Participant, may be declared ineligible for further government contracts in accordance with procedures -5- authorized in Executive Order No. 11240 of September 24, 1965, and such other sanctions.may be imposed and remedies invoked as provided in Execu- tive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. g. The Participant shall include the provisions of parag raphs (a) through (g) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vender. The Participant shall take such action with respect to any subcontract or purchase order as SCAG may direct as a means of enforcing, such provisions, including sanctions for noncompliance. Provided, how- ever, that in the event the Participant becomes involved in, or is threat- ened with litigations with a subcontractor or vender as a result of such direction by SCAG, the Participant may request the United States to enter into such litigation to protect the interests of the United States. Civil Rights. During the performance of this agreement, the Participant shall comply with the clauses contained in Appendix C, which is made a part of this agreement by reference, and which provides for compliance with Title 49, Code of Federal Regulations, Part 21, promulgated to effectuate Title VI of the Civil Rights Act of 1964. 4. Minority Business Enterprise. In connection with the performance of this agreement, the Participant will cooperate with SCAG in meeting its commitments and goals with regard to the maximum utilization of :ninority business enterprises and will use its best efforts to insure that minority business enterprises shall have the maximum practicable opportunity to compete for subcontract work under this agreement. 5. Political Activity. No portion of the funds received by the Participant under this agreement shall be used for any political activity or to further the election or defeat of any _candidate for public office. 6. Prohibited Interest. No officer, member, or employee of SCAG and no members of its governing body, and no other public official of the governing body of the locality or localities in which the agree- ment is situated or being carried out who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of this agreement which affects his personal interest or the interest of any corporation, partnership, or association in which he is, directly, or indirectly interested or have any personal or precuniary interest, direct or indirect, shall be admitted to any snare of this agreement. 7. Interest of Participant. The Participant agrees that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the per- formance of services required to be performed under this agreement. The Participant further agrees that in the performance of this agreement no person having any such interest shall be employed. 8. Interest of Members of or Delegates to Congress. No member of or Delegate to the Congress of the United States of America and no Resident Commissioner shall be admitted to any share or part of this agreement or to any benefit arising therefrom. 9. Copyright. The Participant (and /or its sub- contractor) shall be free to copyright material developed under this contract with the provision that SCAG and the funding agencies identified herein re- serve a royalty -free, non exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, the work for government purposes. 10. Notice of Assistance Regarding Patent and Copyri hg t In- fringements. The Participant agrees to report to SCAG promptly, and in reasonable written detail, each notice or claim of patent or copyright infringement based on the performance of this agreement of which the Participant (and /or its sub - contractor) has knowledge. In the event of any claim or suit against SCAG or funding agency identified herein on account of any alleged patent or copyright infringement arising out of the performance of this agreement or out of the use of any supplies furnished or work or services performed hereunder, the Participant agrees to furnish SCAG, when requested by SCAG, all evidence and information in possession of the Participant (and /or its sub - contractor) pertaining to such a suit or claim. Such evidence'and information shall be furnished at the expense of SCAG except where the Participant (and /or its subcon- tractor) has agreed to indeminify SCAG and /or the funding agency of this agreement. III. SPECIAL THIRD PARTY CONTRACT PROVISIONS 1. Prohibition Against Contingent Fees. The Participant war- rants that no person or company has been employed or retained to solicit or secure a Third Party (sub - contractor) contract upon as agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees; nor has the Participant paid or agreed to pay any person., company, corporation, individual or firm, other than a bona fide employee, any fee, commission, contribution, donation, percent- age, gift, or any other consideration, contingent upon or resulting from award of a Third Party contract. For any breach or violation of this provision, SCAG shall have the right to terminate this agreement 'without liability and, at their discretion, to deduct from this agreement price (approved herein), or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration and any other such damages. SCAG shall be responsible for reporting the details of such breach or violation to the proper legal authorities, where and when appropriate. 2. Evaluation, Selection and Approval of Third Party Contracts. SCAG shall be permitted a itted participation in the eluation and selection of any Third Party contractors, or any other Participant sub - contract pro- posals, which are solicited to carry -out task assignments, or any portion thereof, as approved herein, and specified in Appendix A (Scope of Work). As identified in Section I, paragraph 4.c, none of the work or services covered by this agreement shall be sub - contracted without the prior approval of SCAG and the appropriate funding agency (as may be required); see subparagraph (d) below regarding Sole Source contract arrangem ents. -7- a. The Participant shall prepare a Request For Proposal (hereinafter referred to as RFP) for review by SCAG before distribution of the RFP by the Participant to prospective consultant firms, or any other individuals and planning groups who may be interested in Third Party contract work as part of this agreement. b. RFP's shall be sent to at least three (3) prospective clients. Minority -owned consultant firms should have maximum opportunity to compete for Participant sub - contracts. c. Evaluation of Proposals by Participant shall be con- ducted in accordance with a Selection Criteria format. d. Approval of Sole Source contract arrangement will be evaluated by SCAG on a project -by- project basis, subject to provisions of Section I, paragraph 4.c. e. Participant shall prepare the appropriate federal Price Analysis forms (e.g. FAA Form 4400 -2) and make this sub - contract cost allocation and burden rate documentation a part of the proposed contract submitted to SCAG for review and approval. f. Participant shall submit with the proposed contract documentation of their RFP process and criteria used for selection of the consultant (sub- contractor) firm, individual or planning groups. !g. Subject to provisions of Section I, paragraph 4.c, SCAG will forward'all Participant sub - contractor (Third Party) draft contracts to the appropriate funding agency requesting approval to .execute the contract and authorizing expenditure of funds by the consultant. FHWA specifically requires that where FHWA monies are to be used for a sub - regional consultant effort, any third -party contract must be co- signed by SCAG. h. Subject to provisions of Section I, paragraph 4.c, amendments to a Third Party contract must be approved by SCAG /funding agency before any change can be effectuated. IV. SPECIAL CONTRACT TERMINATION PROVISIONS 1. Termination of Agreement and /or Sub - Contract for Cause. If, Through any cause, the Participant Shall fail to fulfill in timely and proper manner its obligations under this agreement, or if the Par- ticipant violates any of the covenants, agreements, or stipulations of this agreement, SCAG shall thereupon have the right to terminate this agreement by giving written notice to the Participant of such termination and specifying the effective date thereof. In the event such termination action is performed, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports or other related material (identified as part of the approved work program, specified in Appendix A - Scope of Work) prepared by the Participant under this agree- ment shall, at the option of SCAG, become SCAG's property, and the Parti- cipant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials. a. Notwithstanding the above, the Participant shall not be relieved of liability to SCAG for damages sustained by SCAG by virtue of any breach of the agreement by the Participant, and SCAG may withhold any payments to the Participant for the purpose of setoff until such time as the exact amount of damage to SCAG from the Participant is deter- mined. b. Participant is provided the same liability protections of Section IM (paragraph 1) in the event a sub - contractor has violated any provisions of the Third Party contract or of this agreement. All finished or unfinished products of the sub - contractor shall immediately revert back to the Participant for its proper disposition. 2. Termination at Convenience of the Parties. SCAG or Par - ticipant may terminate this agreement at any time by giving written notice to the other party of such termination and specifying the effective date . thereof, at least fifteen (15) days before the effective date of such termination. In that event, all finished or unfinished documents and other materials (as described in Appendix A - Scope of Work) shall, at the option of SCAG, become its property. If this agreement is ter- minated for cause by SCAG as provided herein, the Participant shall be paid an amount which bears the same ratio to the total compensation as the services actually performed bear to the total services of the Participant covered by this agreement, less payments of compensation previously received and /or requested. a. Provided however, that if less than sixty (60) percent of the services covered by this agreement and the effective Resolution for Performance of Service have been performed upon the effective date of such termination, the Participant shall be reimbursed (in addition to the above payment) for the portion of the actual out -of- pocket expenses (not other- wise reimbursed under this agreement) incurred by the Partticipant during the agreement period which are directly attributable to the uncompleted portion of.the services covered by this agreement. b. If this agreement is terminated due to the fault of the Participant, Section IM hereof shall become effective. 3. Disputes. Except as otherwise provided in this agreement, any dispute concerning a question of fact arising under this agreement which is not disposed of by mutual agreement shall be decided by a court of competent jurisdiction. 4. Responsibility for Claims and Liability. The Participant (or its sub - contractor ) shall not assign any interest in this agreement, and shall not transfer any interest in the same (whether by alignments of novation), without the prior written consent of SCAG. Claims for money due or to become due to the Participant (and /or its sub - contractor) from SCAG under this agreement may not be assigned to a bank, trust company or their financial institution without such approval. Notice of any such assignments or transfer of responsibility or funds shall be furnished promptly to SCAG. M V. CONTRACT EXECUTION AND AMENDMENT 1. Time of Effectiveness and Retroactive. This Agreement shall go into effect when the persons authorized to bind each party hereto have signed herein and when all necessary approvals have been obtained. 2. Amendments. Proposed changes to this Cooperative Agreement shall be in writing by a letter of Amendment Request and as set forth by the Amendment procedures in this paragraph.. a. Any changes to the Cooperative Agreement shall become effective when all persons herein, or their respective staff designate, have jointly signed a Letter of Contract Amendment. 3. Integrated Agreement. This Agreement, and any amendments hereafter, sets forth all rights and duties of the parties signed hereto with respect to the subject matter hereof and replaces any, and all, previous Agreements, or understandings, whether written or oral, relating thereto. dm IN WITNESS WHEREOF the Southern California Association of Governments and the Participant have executed this agreement as of the dates shown below. By (Name of Participant) ate A ATTEST: Southern California Association of Governments Date Authorizing Officer /Clerk Administrative Officer APPROVED AS TO LEGAL FORM: Attorney /General Counsel _11_ SCAG Attorney SPECIAL FEDERAL PROVISIONS During the performance of this agreement, the Participant agrees as follows: (1) Compliance with Regulations: The Participant shall comply with the Regulation relative to nondiscrimination in Federally assisted programs of the Department of Transportation (hereinafter, "DOT ") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this agreement. (2) Nondiscrimination: The Participant, with regard to the work performed by it during the agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention Of subcontractors, including procurements of materials and leases of equipment.. The Participant shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Reg- ulations. (3) Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the Participant for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Participant of the Participant's obligations under this agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. (4) Information and Reports: The Participant shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records accounts, other sources of information, and its facilities as may be determined by SCAG or the Urban Mass Transportation Administration to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the Participant is in the exclusive possession of another who fails or refuses to furnish this information, the Participant shall so certify to SCAG and shall set forth what efforts it has made to obtain the information. (5) Sanctions for Noncompliance: In the event of the Participant's noncompliance with the nondiscrimination provisions of this agreement, SCAG shall impose such agreement sanctions as it or the Urban Mass Trans- portation Administration may determine to be appropriate, including, but not limited to: (a) withholding of payments to the Participant under the agreement until the Participant complies, and /or (b) cancellation, termination or suspension of the agree- ment, in whole or in part. C -1 (6) Incorporation of Provisions: The Participant shall include the provisions of paragraphs 1 through (6) in every subcontract, in- cluding procurements of materials and leases of equipment, unless exemp- ted by the Regulations of directives issued pursuant thereto. The Parti- cipant shall take such action, with respect to any subcontract or pro- curement, as SCAG or the Urban Mass Transportation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the Participant becomes involved in or is threatened with litigation with a subcontractor or supplier as a result of such direction, the Participant may request SCAG to enter into such litigation to protect the interests of SLAG, and, in addition, the Participant may request the United States to enter into such litigation to protect the interests of the United States. C -2