1-Branded Apparel RFP 2026.pdf

REQUEST FOR PROPOSAL (RFP)

CENTRE AREA TRANSPORTATION AUTHORITY (CATA)

BRANDED APPAREL & WEB STORE

September 08, 2026

You are hereby invited to submit a proposal for CATA Branded Apparel and Web Store. This document specifies information required to submit a proposal and explains the selection process and required documentation for submitting qualifications for this project.

All Proposals must be received by CATA no later than Thursday, October 22, 2026, at 3pm (EST).

Solicitation documents are available at no cost on PennBid (https://pennbid.net) When two or more firms desire to submit a single proposal in response to this RFP, they should do so on a prime-subcontractor basis rather than as a joint venture.

All applicable federal and state regulations and requirements, including but not limited to third-party contracting provisions, apply to this solicitation.

All questions or requests for clarification must be received via the “Clarifications” feature in PennBid no later than 3:00 p.m. (EST) on Thursday, October 08, 2025. Questions will be publicly answered on the PennBid clarifications page.

Proposals will be accepted electronically via PennBid until 3:00 p.m. (EST) on Thursday, October 22, 2026.

Proposals received by any other means, or after this date and time will not be considered. All proposals must remain in effect for ninety (90) calendar days from the closing date.

CATA reserves the right to reject any proposals as it deems to be in its own best interests.

*Disadvantaged Business Enterprises are encouraged to submit bids. If you are a DBE certified under the Pennsylvania Unified Certification Program, please include copies of your current certification with your proposal.

*All proposals are considered public record upon award. Proposers are encouraged to indicate any proprietary or confidential information on proposal documentation.

*Any fees incurred from the bidding platform are the responsibility of the awarded firm.

CENTRE AREA TRANSPORTATION AUTHORITY

BRANDED APPAREL & WEB STORE

REQUEST FOR PROPOSAL (RFP)

September 08, 2026

SECTION A

COMPANY AND PROJECT BACKGROUND

BACKGROUND

Centre Area Transportation Authority (CATA) is a municipal authority responsible for providing mass transit service in State College, Pennsylvania, and the surrounding communities. CATA services include fixed-route bus (CATABUS), paratransit (CATARIDE), microtransit (CATAGO!), and ride-share (CATACOMMUTE). CATA services operate around the State College area, primarily in the five boroughs and townships that make up CATA’s charter; State College Borough, Patton Township, Harris Township, College Township, and Ferguson Township.

To maintain a professional and consistent look, CATA has a contract with an apparel firm that provides a webstore from which CATA employees can select garments, which are then embroidered with the CATA logo and shipped to CATA’s facility. The garments must follow CATA’s requirements for professional attire and appearance.

CATA staff is comprised of approximately 100 bus operators, 30 maintenance and facilities staff, and about 50 administrative positions. CATA provides all bus operators with branded apparel for a clean uniform and professional look. Staff also receive an annual voucher to replace old and worn garments.

The following shall describe CATA’s current processes, as the goal of this procurement is to minimize disruption and impact as a result of any change to the program’s design. Proposals are expected to describe how the solutions shall support the described solutions and any changes that must be made. Award will be made to the firm that demonstrates the best value to CATA, as determined by the scoring criteria in Section C.

SECTION B

PROJECT SCOPE & DESIGN

SCOPE

CATA is soliciting proposals from qualified firms interested in contracting to provide branded apparel, for a one-year period, with a CATA option to extend on a year-by-year basis for up to four additional years. The contract shall be a term contract for a fixed product fee. CATA shall order garments from the awarded firm and shall pay the per piece prices as established.

CATA is under contract for these services through February 28, 2027. The selected solution must be live by March 01, 2027.

CATA is seeking proposals from firms that can comparably support the following processes. CATA is open to considering solutions and proposals that may deviate from the current system, with justification and explanation.

CATA’s current apparel website can be found here:

https://shop.shopnunzis.com/cata/shop/home Screenshots in Exhibit B.

CURRENT SOLUTION

CATA’s branded apparel program primarily consists of three components. This solicitation is seeking a partner that will implement solutions for new hire garments and the annual voucher program. The uniform rental services are outside the scope of this contract and not a part of this solicitation. All garments have the CATA logo embroidered on the left breast. CATA logo is provided in Exhibit A.

A. New Hire Garments

a. CATA operators and operations supervisors receive 10 new branded shirts and a winter jacket upon hire.

b. The recommended jacket is the black 3-in-1 Jacket, although another jacket, of equal or lesser value, may be selected.

c. Customer service reps receive 10 new branded shirts upon hire.

d. Limited assortment for selection by new hires to pre-selected garments. CATA would like to see a New Hire tab on the webstore, showing only approved garments.

e. Orders are placed when CATA feels confident prospective operator will make it through training.

f. Orders are generally for multiple new hires at a time.

g. Orders are placed in bulk by procurement with a spreadsheet and purchase order, as seen in

Exhibit C.

h. CATA is invoiced for these orders.

i. Garments delivered are packaged for the individual users, distributed as shown in Exhibit C.

j. Timing of the orders is when new hires are expected to complete training, with consideration for the pipeline of new hires, to group orders together.

B. Annual Voucher

a. Annually, September 1, employees are issued a clothing voucher to update their wardrobe and replace worn garments.

i. Operators currently receive a voucher of $150. This is contractually obligated by the Collective Bargaining Agreement (CBA).

ii. Customer service representatives (2-4) and operations supervisors (4-6) also receive

$150 values.

iii. Operators hired in the same year as the voucher being received, receive a pro-rated value.

iv. Administrative staff receive a voucher of $50. This is considered an employee benefit and not guaranteed every year.

v. Staff who participate in the rented uniform program do not receive a voucher.

b. Vouchers may be used for any garment on the site.

c. Any difference between the ordered value and the voucher value is the responsibility of the employee.

d. Orders are made through the web store.

e. Purchases from the store are seasonal – September through December.

i. Prior years, the store was available year round.

ii. The website can be viewed January through August, so new hires can select garments.

iii. This was done to reduce administrative redundancy and consolidate ordering and shipments.

iv. Also to incentivize voucher use in a timely manner.

f. Voucher list and value is provided by HR Specialist to awarded firm.

i. Vouchers are e-mailed as a code to administrative staff.

ii. Physical cards are provided to operators because they don’t have work e-mails.

g. Invoiced each month for vouchers utilized – includes a backup of each voucher utilized and the associated value.

h. Free shipping on orders of 4 or more garments.

C. Rented Uniforms

D. Additional Considerations

a. The garment assortment is intended to utilize a good - better - best approach. All garments are to meet a minimum quality, however, mid-tier and higher priced brands are available for selection.

b. Approved colors for garments is limited to:

i. Black

ii. White

iii. Grey

iv. Middle blues

c. Operators may get a Union, AFSCME, logo embroidered on the left sleeve, vouchers cannot be used for this and must be paid out of pocket. Logo shown in Exhibit A.

d. Variety of garments to include:

i. Hats – beanies, 5 panel caps, and 6 panel caps

ii. Driving gloves

iii. Dress shirts – long and short sleeve

iv. Polos – long and short sleeve

v. Quarter zips

vi. Jackets – various thicknesses and styles, must include a 3-in-1 winter jacket

vii. Sweaters and vests

viii. Pins and patches – operators can buy these to affix to their own garments, notably when size becomes an issue.

e. Require options for extended sizes, tall individuals, men, and women.

f. Sections on the web store for various styles, to include a section for big and tall garments, as well as a new hire tab for options new hires may select from.

g. Voucher is only good for 1 calendar year, and must expire prior to the issuance of the following year’s vouchers.

h. Proposers should elaborate on the capabilities of their web store. Capabilities should include the ability to sort or filter styles. Clarify any additional recommended technologies or features.

LOGO REQUIREMENTS

A. The logo is to have a transparent background.

B. The arrow within the red circle is an opaque white and must not be transparent when embroidered onto the garments.

C. To be on the left breast of all layers.

D. The text may be either white or black, shall be appropriately determined based on the color of the garment

QUANTITIES

The annual vouchers issued.

Description Value Quantity Total Operators $150 100 $15,000 Customer Service $150 3 $450 Operations Supervisors $150 5 $750 Administrative $50 35 $1,750

Total $17,950

The vouchers are considered an employee benefit and are not required to be utilized. CATA cannot guarantee that the entire valuation of the vouchers will be utilized.

New Hire Orders:

Year Count of Staff Number of Garments 2022 26 233 2023 19 189 2024 32 272 2025 34 278 2026 Through July 14 96 Grand Total 125 1068

CONTRACT REQUIREMENTS

CATA’s current contract runs through February 28, 2027, the selected vendor must be established and services implemented by March 01, 2027.

CATA reserves the right to add or remove styles as deemed to be in the best interest of CATA. CATA reserves the right to approve all styles prior to availability. CATA also reserves the right to change the standards of the clothing program at any point. For any reason, should CATA determine any articles not be considered acceptable, the supplier will replace at the supplier’s cost. All terms, conditions, and fees in this proposal will apply.

Awarded vendor shall provide and recommended garments for the site. The site shall be audited each year, to have discontinued items removed, and recommended replacements provided to CATA.

The site will list styles, sizes, colors, supported with pictures, and have tabs through which CATA employees can navigate to locate items.

Tabs should include, but not be limited to:

Polos Dress shirts Jackets Big & Tall Accessories – Hats, gloves, buttons, patches Cold Weather – Sweaters, fleeces, quarter zips New employees

All pricing submitted with the proposal will remain in effect for the length of the year contract. Any price increases thereafter must be submitted to CATA with 30 days’ notice prior to any contract extension, along with justification for the price increase. The proposer must provide justification for any price increases and cannot increase any price without CATA approval.

CLOTHING STYLES SUPPLIED

Proposers must list, describe, and provide images of all styles suggested. All styles should be available in men’s, women’s, or unisex options. As well as options in each category for extended sizes. Proposers should recommend various solutions at each category for different materials, as well as various price levels. The lowest cost garments must still be of good quality and not just the cheapest possible options.

Currently provided articles

Dress Shirts:

Long sleeve dress shirts Short sleeve dress shirts Long sleeve polos Short sleeve polos Cool & Dry Stain-Release Performance Polo Various Additional Styles of Polos

Sweaters:

Full-Zip Fleece Quarter-zip Fleece Full Zip Fleece Vest V-Neck Sweater Various ½-Zip Pullovers Various ¼-Zip Pullovers Sweater Vest Cardigan

Hats:

Various beanies and winter caps 6 panel cap Stretch band cap Airmesh cap

Jackets 3-in-1 Jacket with Fleece Liner with both layers embroidered Drytec performance Quarter Zip Techno Lite Jacket Techno Lite Three-Layer Knight Tech-Shell Three Season Classic Jacket Microfleece Jacket Waterproof Northwest Slicker Varsity Sherpa Conquest Jacket with Mesh Lining Motivate Unlined Lightweight Jacket Challenger Jacket

Proposals may include recommended additional items (such as gloves) or suggested alternatives to existing apparel.

Approved colors include Black, White, Light Grey, Dark Grey, and a medium blue. Baby or Navy Blue are not acceptable.

PRICING AND REFUNDS

Prices must be plainly posted on website for each article. Proposers are required to submit with the separately sealed Price Proposal Sheet, a complete listing of products available for sale and the price at which the items will be sold.

Proposal must state the firm’s refund and exchange policy and procedure.

SHIPPING

Proposers may propose a shipping fee structure. Options may include, and not limited to, being incorporated into the cost of the garments, a flat structure, or a minimum order quantity to achieve free shipping.

PRODUCT REQUIREMENTS

Articles are to be new and in good manufacturing quality. All items are to follow the approved color scheme which includes black, white, light grey, dark grey, and medium blue. CATA reserves the right to approve or remove any styles. CATA reserves the right to approve all selling prices prior to posting and to review all price changes. All articles are to have the CATA logo branded, including any subsequent layering. Standard and extended sizes are each required with multiple varieties and in a 3-in-1 jacket.

PRODUCT SERVICING

Any articles received in poor or unacceptable condition are to be replaced by the supplier at the supplier’s expense.

The ordering platform is to be in proper working order and maintained by the supplier.

Supplier is to communicate order timelines and fulfill obligations within a reasonable amount of time. If delivery is unable to be made in a timely manner, CATA reserves the right to charge back the difference in cost between the quoted price from the supplier and what was actually paid through another vendor.

Supplier is to neatly organize and package shipments to CATA. Shipments should be delivered either with like items grouped or kitted by name.

DISCONTINUED GARMENTS

CATA recognizes that providers cannot be held accountable for garments being discontinued by the manufacturers. It is the awarded party’s responsibility to remove discontinued garments from the website in a timely manner and to provide CATA with recommended substitutions.

Proposals shall clarify your firm’s process for communication regarding discontinued garments, and the items identified as substitutions.

SECTION C

EVALUATION CRITERIA

All proposals will be rated on the criteria below by a panel of evaluators. Criteria will be weighted by priority, as determined by the CATA panel of evaluators. The weighted points assigned for each criterion will be added to obtain the total points awarded by each evaluator. For criteria that are quantitative, the scores will be distributed by rank. Totals will be averaged for all evaluators to obtain a final score for each proposal.

CATA reserves the right to select an individual or firm directly after review of all proposals or to enter into competitive negotiation with two (2) or more qualified respondents whose proposals are determined to be in the competitive range, based on the evaluation results. If negotiations are conducted, all selected respondents will be notified in writing of the deadline to submit best and final offers for required services.

CRITERIA

1. Program Design and Support

a. Solution to support CATA’s processes.

b. Ability to handle annual vouchers.

c. Ability to place bulk new hire orders.

d. Timelines and production for orders.

e. Returns and exchange policy.

f. Ongoing account support and maintenance.

g. Invoicing processes.

2. Assortment

a. Variety – A broad assortment of garments across styles and breadth of catalogue.

b. Materials – A selection of materials to accommodate tactile preferences.

c. Sizes – Ability to provided sizes from small to 5XL and tall.

d. Quality – Ability to fully support a good, better, best approach.

3. Pricing

a. Evaluation of prices submitted with proposal, compared across like garments, and market rates.

b. Shipping and freight costs for orders, and how will costs be minimized.

c. Additional cost considerations.

d. Quantity or bulk discounts.

4. Website

a. Aesthetic - the professional appearance of the website.

b. Functionality – the design, ease of use, features, and ability to locate desired garments.

c. Support - The general upkeep of the website, through monitoring, updates, and support.

d. Mobile friendly.

5. Professional Proposal, Implementation, & References

a. The professionalism and organization of the submitted proposal.

b. Providing client lists, identifying similar solutions, and feedback from clients.

c. Proactive approach to removal of discontinued items and recommended substitutions.

d. Implementation plan of the platform.

e. Recommended changes to program.

LISTED IN ORDER OF RELATIVE IMPORTANCE Total Possible Points: 100

SECTION D

SUBMISSION REQUIREMENTS

Completed proposals will consist of:

1. A company bio including the proposing firm’s:

a) Background.

b) Successes.

c) Key personnel who will be assigned to this project for implementation and on-going account management.

2. A narrative of your firm’s solution and how it will support CATA’s garment program. To include:

a) Timeline of project kickoff to go live by March 1, 2027.

b) On-going account management.

c) Annual vouchers.

d) Web store.

e) New hire orders.

f) Additional considerations and solutions.

g) Production timelines and shipping.

h) Returns and exchange.

i) Assortment management.

3. Mockups or examples of your site and interface

4. A completed Section E, as a separate file.

a) Include primary assortment to be included in the program.

b) Identify items that exist in CATA’s current catalogue.

c) Include additionally suggested garments.

*Additional garments may be selected at time of award and throughout contract*

5. Section G in its entirety, with all forms and certifications signed and dated.

6. A client list with contacts, CATA shall determine who to contact.

7. As an attachment, a catalogue of your product assortment.

8. Completed IT Questionnaire, provided as a separate document.

9. Proposals should have sequentially numbered pages and be limited to 30 pages.

a) Section G, the IT Questionnaire, price sheets, and attached store catalogue do not count against the 30 page limitation.

b) The 30 pages shall consist of responses to sections 1, 2, and 3 of the submission requirements.

- Proposals which are incomplete or which are not submitted in the required format may be considered non-responsive and may be rejected without further consideration.

- The basis for award and the method of selection of the successful respondent will be based on weighted scoring. CATA has assigned an evaluation team who will score the proposals based on the criteria defined in Section C.

- CATA may request product or material samples or a presentation as a part of the selection process.

- CATA reserves the right to select a company directly from proposals submitted, to identify and negotiate with two or more qualified firms. After reviewing proposals, CATA, at its sole option, may require oral presentations from one or more firms. Firms not deemed to be competitive may be eliminated from consideration without a presentation. Each proposal shall be submitted with the understanding that CATA may select a directly from those received and that the terms of the proposal will be accepted without modification.

- This RFP does not constitute a binding offer of award; all costs incurred in the development, submission and evaluation of a proposal shall be the sole responsibility of the proposer.

- This procurement will be financed in part by federal and state grants and all applicable clauses and requirements for third-party contracts and other requirements of those grants, as well as all other applicable federal, state and local laws, ordinances and regulations affecting the conduct of the work or which apply to employees, shall apply.

- CATA reserves the right to accept or to reject any or all proposals submitted, or to waive informational and minor irregularities, or to request additional information required to fully evaluate a proposal, as it deems in its own best interests.

- Included in the 30 page limit for proposals shall be the description the firm and the narrative of the solution. The submitted pricing, standard clauses, and product catalogue shall not count against the page limit. Any submissions exceeding 30 pages may be deemed non-responsive.

- All Proposals must be submitted no later than Thursday, October 22, 2026, at 3pm (EST).

All proposals are considered public record upon award. Proposers are encouraged to indicate any proprietary or confidential information on proposal documentation.

SECTION E

PRICE PROPOSAL

Branded Apparel

Brand Style Description

Currently Available?

Sizes

Available Cost

Currently Available?

Sizes

Currently Available?

Sizes

Website Maintenance Fees:

Other Account Fees:

(Please Elaborate)

Shipping Fee Structure for Bulk Orders:

Shipping Fee Structure for Vouchers:

Garment pricing is to be all inclusive. Submitted prices are to be in effect for the term of the contract.

Costs should be provided in an itemized manner, should CATA desire to select specific features. As the provided grid is a guide, additional documentation supporting your cost structure should be provided as necessary. As a part of your cost submission, you may submit an alternate pricing structure as recommended.

Additionally, should any alternative solutions be available, a separate price sheet should be submitted for each.

COST AUTHORITZATION

Section E is to be submitted as a separate file from the technical proposal and is not to be included within the technical proposal.

*CATA is a tax exempt entity and does not pay Pennsylvania state sales tax and taxes should not be included in your proposals. However, proposer is responsible for all licensing, permits, taxes, and any other overhead expenses.

Company Name: __________________________________________________

Authorized Representative: __________________________________________

Title: ___________________________________________________________

Date: ___________________________________________________________

Signature: _________________________________________________

SECTION F

SAMPLE CONTRACT

between

CENTRE AREA TRANSPORTATION AUTHORITY

and

FIRM

The Centre Area Transportation Authority, hereinafter known as “CATA”, and FIRM, hereinafter known as “FIRM,” by authorized signatures below, hereby enter into a contract for Branded Apparel Services in accordance with 1) the Request for Proposals for these items issued by CATA on September 08, 2026 and 2) the proposal submitted by FIRM on October 22, 2026, and further agree as follows:

a) For the avoidance of doubt, the Contract between the parties is comprised of this document, the Request for Proposal, the Proposal submitted by FIRM, signed Standard Clauses, and any posted addenda or amendments (collectively the “Contract”). Where there is any conflict, the Standard Clauses and this Contract shall supersede. The Contract shall supersede any prior oral or written communications between the parties.

b) All pricing submitted with the proposal will remain in effect for the length of the Contract. Any price changes thereafter, must be submitted at least 30 days prior to any contract renewal, with justification of cost increase.

c) Web-store shall be operational by March 01, 2027.

d) All orders shall be fulfilled and shipped within 2 weeks of placement.

e) Firm shall provide itemized documentation with all voucher invoices.

f) Firm shall invoice for vouchers within 90 days of utilization.

g) New hire orders shall be packaged for the recipients.

h) The initial 1-year contract term shall be from January 1, 2027, through December 31, 2027. Four (4) additional option years from January 01, 2028, through December 31, 2031, are available to be exercised by CATA in writing with 30 days’ notice to FIRM at a total not to exceed of $XXX,XXX.

i) CATA shall pay FIRM within 30 days of receipt of invoice.

j) CATA may terminate this contract for convenience or default, as allowed by federal contracting provisions.

k) All provisions of federal and state grants awarded to CATA by the Federal Transit Administration and the Pennsylvania Department of Transportation, including but not limited to, all terms and conditions applicable to third party contracts, and all other applicable federal and state laws, regulations, and requirements, are hereby incorporated and made a part of this contract by reference.

Contract continued on next page.

This contract is hereby executed and made effective this day of 2026, by the undersigned.

Centre Area Transportation Authority FIRM

Authorized Signature and Date Authorized Signature and Date

Todd Horsley, CEO Typed Name and Title Typed Name and Title

SECTION G

STANDARD 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 this solicitation 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 attached certification form.

Inspection - In the case of bids, bidders may inspect all bids after tabulation.

Payment Terms – CATA’s standard payment terms are Net 30.

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 Executive Director 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.

Davis-Bacon Act/Other Labor Provisions: For construction contracts in excess of $2,000, the provisions of 49 U.S.C.5333(s), the Davis Bacon Act, 40 U.S.C 276a through 276(7) and Department of Labor regulations for federally assisted construction contracts shall apply. In addition to the requirements that may apply, laborers and mechanics performing third party contract work shall be paid at a rate not less than the minimum wages specified in a wage determination issued by the U.S. Secretary of Labor and be paid at a rate not less frequently than once a week. A copy of the current prevailing wage determination issued by the U.S. Department of Labor shall be included in each solicitation for third party contract work under the project and no contract shall be awarded unless the prevailing wage will be paid.

Other Labor Provisions: For construction contracts in excess of $2,000, or non-construction contracts in excess of $2,500, the requirements of 29 C.F.R. 5.59(B)(1) are applicable to any contract subject to the overtime provisions of the Contract Work Hours and Safety Standards Act and not to any of the other statutes cited in 29 C.F.R 5.1. The contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall 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 names 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. The records to be maintained under this clause shall be made available by the contractor or subcontractor for inspection, copying, or transcription by authorized representatives of the Federal Transit Administration, U.S. Department of Transportation, or the U.S. Department of Labor, and the contractor or subcontractor shall permit such representatives to interview employees during working hours on the job.

The contractor or subcontractor shall insert in any subcontracts the clauses set forth in C.F.R. 5.59(B)(1) and also a clause requiring the subcontractor to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor.

Overtime Requirements: No contractor or subcontractor contracting for any part of the contract work requiring or involving employment of laborers or mechanics shall require or permit any such laborer or mechanic in any work week in which he or she is employed on such work to work in excess of forty hours in such work week 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 work week.

Violation: Liability for Unpaid Wages: Liquidated Damages - In the event of any violation of the requirements of 29 C.F.R.5.59(B)(1), 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 territory, to such district or such territory) for liquidated damages, computed with respect to each individual laborer or mechanic, watchman and guard, employed in violation of 29 C.F.R.

5.59(B)(1) in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard work week of forty hours without payment of the overtime wages required by 29 C.F.R.5.59(B)(1).

Indemnification -

1. Indemnification. Subject to the terms and conditions set forth in Section 2, Section 3, and Section 4, Contractor, including Contractor’s agents, employees, consultants, and subcontractors (hereinafter collectively "Indemnifying Party") shall indemnify, hold harmless, and defend CATA and its officers, directors, employees, agents, affiliates, successors, permitted assigns, Pennsylvania DOT, and FTA (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, that are incurred by Indemnified Party (collectively, "Losses"), arising out of or related to any claim or third-party claim alleging:

1.1 breach or non-fulfillment of any covenant, warranty, or provision of this Agreement, which includes this document, the submitted proposal, the contract, and any issued addenda or clarifications by Indemnifying Party;

1.2 any negligent or more culpable act or omission of Indemnifying Party (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement;

1.3 any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of Indemnifying Party or its Personnel (including any reckless or willful misconduct); or

1.4 any failure by Indemnifying Party or its Personnel to comply with any applicable federal, state or local laws, regulations, or codes in the performance of its obligations under this Agreement.

2. Notice of Third-Party Claims. CATA shall give notice to Indemnifying Party (a "Claim Notice") within 30 days after obtaining knowledge of any Losses or discovery of facts on which Indemnified Party intends to base a request for indemnification under Section 1. Indemnified Party's failure to provide a Claim Notice to Indemnifying Party under this Section 2 does not relieve Indemnifying Party of any liability that Indemnifying Party may have to Indemnified Party, but in no event shall Indemnifying Party be liable for any Losses that result directly from a delay in providing a Claim Notice, which prejudices the defense of the related claim or third-party claim. Indemnifying Party's duty to defend applies immediately, regardless of whether Indemnified Party has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any third-party claim.

3. Indemnified Party Control of Defense. Notwithstanding anything to the contrary, Indemnified Party may select its own legal counsel to represent its interests, and Indemnifying Party shall:

3.1 reimburse Indemnified Party for its costs and attorneys' fees immediately upon request as they are incurred; and

3.2 remain responsible to Indemnified Party for any Losses indemnified under Section 1.

4. Settlement of Indemnified Claims by Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Party of any proposed settlement of a claim that is indemnifiable under Section

1. Indemnifying Party may not, without Indemnified Party's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder.

Contractor will defend, indemnify, and hold CATA (together with its affiliates and their respective officers, directors, employees, and agents) harmless from and against any and all claims, suits, liability, loss, costs and/or damages arising from or to be incurred by CATA as a result of any unauthorized disclosure, accidental or deliberate, of CATA’s Data as stored or maintained by contractor or on contractor’s systems or as a result of any Security Breach up to a limit of $500,000. Contractor shall reimburse CATA for reasonable costs incurred in providing individuals affected by the Security Breach with notice of the breach, complimentary access for one year of credit monitoring services, credit fraud alerts, and/or similar services, which CATA in its sole discretion deems necessary to protect such affected individuals.

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 terms and provisions of the contract documents shall be binding upon CATA and

Contractor and their respective partners, successors, heirs, executors, administrators, assigns and legal representatives. The Contractor's technical specification(s) and price submission as part of its bid and the resultant contract with CATA, if any, including any of Contractor’s rights and obligations under such contract, may not be transferred, assigned, sublet, mortgaged, pledged or otherwise disposed of or encumbered in any way without prior written permission of CATA. Notwithstanding the foregoing, Contractor may subcontract a portion of its obligations to other qualified firms or parties but only after having first obtained the written approval by CATA of such subcontractor, which approval shall not be unreasonably withheld. The use of subcontractor(s) does not relieve Contractor from its sole responsibility of complete, timely, and acceptable performance under its Contract with CATA.

Subject to any limitation by applicable laws or governmental regulations, CATA may freely assign its rights and obligations under the contract to any successor or to any governmental agency that CATA deems necessary or advisable under the circumstances.

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 therefrom.

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) –

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 EEO requirements of U.S. Department of Labor regulations, "Office of Federal Contract Compliance Programs, EEO, Department of Labor," 41 C.F.R. Parts 60 et seq.,(which implement Executive Order No. 11246, "EEO" as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to EEO," 42 U.S.C. §§ 2000e note), and with any applicable Federal statutes, executive orders, regulations, and 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 applicants are employed, and 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: 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, 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, 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 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 of persons with disabilities.