1-DAS Realtor RFP v3.pdf

Request for Proposals Realtor for Sale of Denver Avenue Station (DAS)

RFP # 26-08

July 8, 2026

Metropolitan Tulsa Transit Authority

510 South Rockford Avenue

Tulsa, Oklahoma 74120

Request for Proposals

Realtor for Sale of Denver Avenue Station (DAS)

Table of Contents

1.0 INTRODUCTION

2.0 INSTRUCTIONS TO PROPOSERS

3.0 SCOPE OF WORK – REALTOR FOR SALE OF DENVER AVENUE STATION (DAS)

4.0 FIRM SELECTION PROCEDURE

4.1 EVALUATION CRITERIA

5.0 PROPOSAL FORMS

1.0 DBE QUALIFICATION FORM

2.0 STATEMENT OF BIDDER’S/ PROPOSER'S QUALIFICATIONS (PAGE 1 OF 2)

3.0 AUTHORIZATION FOR INFORMATION

4.0 CUSTOMER REFERENCE LISTING

A. GENERAL TERMS

B. FEDERAL TERMS AND CONDITIONS

1. BUY AMERICA REQUIREMENTS

2. ENERGY CONSERVATION REQUIREMENTS

3. CLEAN WATER REQUIREMENTS

4. ACCESS TO RECORDS AND REPORTS

5. FEDERAL CHANGES

6. CLEAN AIR

7. NO GOVERNMENT OBLIGATION TO THIRD PARTIES

8. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS

9. TERMINATION

10. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT)

11. CIVIL RIGHTS REQUIREMENTS

12. BREACHES AND DISPUTE RESOLUTION

13. DISADVANTAGED BUSINESS ENTERPRISE (DBE)

14. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS

15. LOBBYING

16. SPECIAL NOTIFICATION REQUIREMENTS FOR STATES

17. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR

EQUIPMENT

18. SAFE OPERATION OF MOTOR VEHICLES

C. CERTIFICATIONS AND REPRESENTATIONS

1.0 INTRODUCTION

Proposals shall be received by the Metropolitan Tulsa Transit Authority (MTTA), via online portal https://tulsatransit.bonfirehub.com/portal/?tab=login at or before

July 20, 2026, 4:30PM Central Standard Time, Friday, for a Realtor to sell the Denver Avenue Station (DAS) property as described in this Request for Proposal (RFP) document. Proposals received after the date and time specified above shall be considered late proposals and shall not be considered.

MTTA is seeking a “best value” proposal. In doing so MTTA may not award to the lowest priced firm but will weigh other factors as listed in 4.1 Evaluation Criteria. MTTA reserves the right, in its sole and exclusive discretion, to accept or to reject any and all proposals, in whole or in part. All proposals shall be subject to all applicable state and federal laws. The award to be let under this solicitation is subject to financial assistance contracts between MTTA, the Federal Transit Administration, and the State of Oklahoma. Proposal documents shall be clearly marked with the RFP number and shall be mailed or delivered to:

The anticipated schedule for selection of a Proposer is as follows:

2.0 INSTRUCTIONS TO PROPOSERS

1. PROPOSAL FORMAT

MTTA requires an electric copy of the original proposal submitted through the agency’s

Procurement Software at https://tulsatransit.bonfirehub.com/portal/?tab=login.

Bidders must propose a fixed price for the items specified in this Request for Proposals and for any proposed options. MTTA is a tax-exempt public trust established by the City of Tulsa and funded by federal, state, and local governments to provide public bus transportation. Cost of services must be included on the bid tabulation form within the procurement software.

2. TERMS AND CONDITIONS

Request for Proposal Released July 10, 2026

Advertisement July 10 and July 17, 2026

Deadline for Questions Regarding the RFP July 16, 2026

Response to questions July 17, 2026 EOD

Proposals Due July 20, 2026 @ 4:30p.m.

Interviews/Demos (if deemed necessary) TBD

Contract Award (tentative) July 29, 2026 https://tulsatransit.bonfirehub.com/portal/?tab=login

All proposals are subject to the provisions specified in this RFP, including federal clauses. Terms and conditions included as a part of published price lists, catalogs, and/or other documents submitted as a part of the proposal are waived and will have no effect either on the proposal, or any contract which may be awarded because of the proposal. The attachment of any other terms and conditions may be grounds for rejection.

3. DUE DATE

Proposals must be received by MTTA no later than 4:30 PM Central Daylight Time on July 20th, 2026.

4. CONTACT INFORMATION

All contact is to be through vendors procurement software. Electronic submissions through the agency’s procurement software of answering questions, July 20, 2026 @ 4:30 p.m.

5. BIDDER’S NOTICE OF INTENT TO SUBMIT A PROPOSAL

Notify the agency indicating your intent to submit a proposal from within the agency procurement software. You will receive an email response indicating your notice was received.

The same procedure will be followed to request clarification in writing of any point in the RFP.

Responses to questions are considered official only when answered in writing..

6. AMENDMENTS TO THE REQUEST FOR PROPOSALS

Any amendments to the solicitation will be posted in the MTTA procurement software, Bonfire, at https://tulsatransit.bonfirehub.com/portal/?tab=login. In addition, any bidder that has submitted a Notice of Intent to Submit a Proposal will be notified of any amendment by email from within the software. The bidder will be required to acknowledge the receipt of all amendments as part of the proposal package.

7. ACCEPTANCE AND REJECTION

MTTA reserves the right to reject all proposals, to waive any informality in proposals, and unless otherwise specified by the offer, to accept any item in the proposal. If either a unit price or extended price is obviously in error or the other price is obviously correct, the incorrect price will be disregarded. MTTA reserves the right to make partial, progressive, or multiple awards where it is advantageous to award separately by items; or where more than one supplier is needed to provide the contemplated requirements as to quantity, quality, delivery, service, geographical areas, or other factors deemed by MTTA to be pertinent or peculiar to the purchase in question.

8. TIME FOR CONSIDERATION

The offer shall be valid for a minimum of 90 days from the date of proposal opening.

9. PAYMENT TERMS

Payment terms are Net 30 days after receipt of a correct invoice or acceptance of goods, whichever is later. An invoice shall be rendered to ap@metrolinkok.org, by the 3rd of each month for services provided for the previous month.

mailto:ap@metrolinkok.org

10. DEVIATIONS FROM SPECIFICATIONS

Any deviation from specifications indicated herein must be clearly stated by the proposer in writing; otherwise, all items offered by proposer shall be deemed to be in strict compliance with these specifications, and the successful proposer will be held responsible. Deviations must be explained in detail by proposer on an attached sheet(s). This paragraph shall not be construed as inviting or permitting any deviation whatsoever by proposer from the stated specifications or implying that any such deviation will be acceptable to MTTA.

11. INFORMATION AND DESCRIPTIVE LITERATURE

Proposers are to furnish all information requested in the spaces provided on the proposal form.

Further, as may be specified elsewhere, each proposer must submit with its proposal descriptive literature and/or complete specifications covering the products offered. Reference to literature submitted with a previous proposal does not satisfy this provision.

12. CONFIDENTIALITY OF PROPOSALS

Access to records received by or generated by MTTA is governed by Oklahoma law. Any information the proposer judges to be proprietary data should be submitted in a separate sealed envelope and clearly marked as proprietary information.

13. PRE-PROPOSAL CONFERENCE

A pre-proposal conference will not be held.

14. PRICING / QUANTITY

Pricing information is required in accordance with a Bid Tabulation Sheet provided in Bonfire and is to be submitted by proposer. Base quantities and priced option quantities should be defined on the bid tabulation sheet.

15. SIGNATURE REQUIREMENTS FOR PROPOSAL DOCUMENTS

All documents submitted, as part of a proposal package must be signed by the person having the legal authority to bind the corporation or firm. Failure to comply with the signature requirements may result in the proposal being rejected as non-responsive.

16. PROPOSAL EVALUATION

MTTA shall evaluate all proposals using the factors listed below and shall select the proposal that represents the "best value." Pursuant to Federal Transit Administration purchasing guidelines, an award will be made to the responsible proposer whose proposal is most advantageous to MTTA with price and other factors considered.

17. CONTRACT AWARD

MTTA reserves the right to reject any and all Proposals in whole or part. Multiple contracts may be awarded as a result of this solicitation. If a contract is awarded, it will be awarded to the

Bidder offering the best overall value to MTTA, provided the bidder has been determined to be a responsive, responsible bidder meeting all specifications. If MTTA selects your proposal you shall not commence work until you have received authorization in writing from the Procurement Manager.

18. PROOF OF INSURANCE

Proposals must include proof of insurance at the minimal levels required in the general terms contained in this RFP.

19. CONFLICTS OF INTEREST

Proposer must identify any conflicts of interest that exist related to past, present or planned activities or interests, financial or otherwise, with regard to MTTA or organizations that may be substantially affected by MTTA activities. In the absence of any known conflict of interest, the proposer shall submit in its proposal a statement that no conflicts of interest exist.

20. POST AWARD

A post-award debriefing is provided to un-successful proposers upon written request. MTTA shall provide the following information, if applicable:

• The agency’s evaluation of the proposer’s proposal or bid, including any noted deficiencies or weaknesses.

• A summary of rationale for award.

• For acquisitions of commercial items, the make and model of the item to be delivered by the successful proposer.

21. PROTEST PROCEDURES

MTTA has on file a set of written protest procedures applicable to this solicitation that may be obtained by contacting MTTA’s procurement officer. Any protest filed by a proposer in connection with the RFP must be submitted in accordance with MTTA’s written procedures.

3.0 SCOPE OF WORK – REALTOR FOR SALE OF DENVER AVENUE STATION (DAS)

1. Introduction

MetroLink Tulsa (MTTA) is the regional transportation authority for Tulsa metropolitan area.

Created in 1968, the Authority is governed by a 7-member board from citizens in the city of Tulsa

1. Scope of Work

MTTA is requesting the RPFs from candidates with Active Realtor Licenses in the State of Oklahoma to market and sell the property and building known as Denver Avenue Station, located at 319 S Denver Avenue, Tulsa, OK 74103.

2. Goals and Objectives

MTTA’s goal is to maximize net property sale value, which includes gaining the highest sales price and the lowest commissions allowed by law.

3. Scope of Services

• Property evaluation and market analysis

• Marketing and listing Strategy

• Potential buyer pre-qualification

• Negotiation and closing support

• Regulatory compliance and documentation

• Provide appropriate number of qualified and licensed professionals to provide services

4. Seller Agrees

• Seller agrees to provide services to MTTA’s RFP 26-08 and MTTA agrees to pay seller based on the winning RFP Bid Exhibit A.

• Commissions are payable from sales of the property referenced in this RFP.

5. Irrevocable Offer

• Seller understands and acknowledges that its signature on the final contract and agreement constitutes an irrevocable offer to provide services that expires on July 29, 2027. There is no contract unless the Board of Directors of MTTA approves the winning bid.

• Any services Seller provides to MTTA before the contract is executed shall be at the Seller's risk. MTTA does not have an obligation to pay for any of these services before the contract is signed.

6. Seller Specific Duties

• Develop strategies to market the property for sale

• Seller is responsible for evaluating offers and making recommendations to whom MTTA shall negotiate or enter into a transaction.

• These evaluations and recommendations must be scrutinized with financial rigor that would allow rationale to be presented and upheld in public attending forums.

• MTTA agrees that it and/or its legal counsel are solely responsible for determining the legal sufficiency of the documents related to this sale and tax consequences of any transaction.

• Seller duties:

I. Treat all parties with honesty and exercise reasonable skill and care

II. Unless specifically waived in writing by a party in the transaction: a) receive all written offers and counteroffers, b) reduce offers or counteroffers to a written form upon request of any party to a transaction, and c) present timely all written offers and counteroffers with requisite financial analysis, if applicable.

III. If applicable, timely account for all money and property received by the Seller

IV. Keep confidential information received from a party or prospective party confidential. The confidential information shall not be disclosed by seller without consent from MTTA disclosing the information unless consent to the disclosure is granted in writing by MTTA disclosing the information, or the disclosure is required by law. If such confidential is made public or becomes public as a result of actions from a source other than the Seller, Seller shall not acknowledge the accuracy of such information with the approval of MTTA.

V. Comply with all requirements of The Oklahoma Real Estate License Code and all applicable statues and rules.

7. Other Seller Duties

• Seller shall have the following duties and responsibilities only to a party for whom the Seller is providing brokerage services in a transaction, which are mandatory and may not be abrogated or waived by the seller

I. Inform the party in writing when an offer is made that the party will be expected to pay certain costs, brokerage service costs, and approximate amount of cost; and

II. Keep the party informed regarding the transaction.

III. When working with both parties to a transaction, the duties and responsibilities set forth in this section shall remain in place for both parties

8. Property Information and Condition

• Questions regarding this MTTA property may arise during the Term of this Agreement and during Seller’s performance of the Services. Seller is not obligated to perform and has not made any investigation of the physical condition or zoning issues related to the property.

9. Negotiations

• Seller will present all offers to MTTA and assist MTTA in developing and negotiating counter offers until an agreement is signed and all contingencies are satisfied or waived.

10. No Indemnification or Arbitration by MTTA

• Seller understands and acknowledges that MTTA is a municipal corporation funded by taxpayers that is funded for the benefit of its citizens. Accordingly, and pursuant to Oklahoma law, MTTA shall not indemnify nor hold Seller harmless for loss, damage, expense, or liability arising from or related to this agreement, including any attorneys’ fees and costs. In addition, the Seller shall not limit its liability to MTTA for actual loss or direct damages for any claim based on material breach of this agreement and documents incorporated herein; provided, however, that Seller and MTTA’s liability hereunder shall be limited only to actual loss or direct damages, and neither party shall be liable for and each party waives all rights and claims for punitive, special, and/or consequential damages hereunder. Subject to the foregoing sentence, the MTTA reserves the right to pursue all legal and equitable remedies to which it may be entitled. MTTA will not agree to binding arbitration of any disputes.

11. Intellectual Property Indemnification by Seller

• Seller agrees to indemnify, defend, and save harmless MTTA and its officers, employees and agents from all suits and actions of every nature brought against them due to Seller's use of patented, trademarked or copyright protected appliances, products, materials, or processes in providing the services Seller hereunder. Seller shall pay all royalties and charges incident to such patents, trademarks, or copyrights.

12. General Liability/Indemnification

• Seller shall hold City harmless for any loss, damage or claims of third parties to the extent arising from or related to Seller's performance of the Services under this Agreement. Seller must exercise all reasonable and customary precautions to prevent any harm or loss to all persons and property in performing the Services under this Agreement. Seller agrees to indemnify and hold the City harmless from all third-party claims, demands, causes of action or suits of whatever nature to the extent arising out of the Services provided under this Agreement by Seller or Seller's subcontractors under the Agreement

13. No Confidentiality.

• Seller understands and acknowledges that MTTA is subject to the Oklahoma Open Records Act (51 O.S. §24A.1 et seq.) and therefore cannot assure the confidentiality of contract terms or other information provided by Seller pursuant to this Agreement that would be inconsistent with MTTA's compliance with its statutory requirements

14. No Revisions or Additions.

• Seller understands and acknowledges that if it added terms and conditions to its Proposal that are contrary to the terms set forth in this Agreement, MTTA shall not be bound to any exceptions, changes, or additions made by Seller, and any conflicting terms and conditions added by Seller will be void and of no force and effect because the parties will be governed according to the document precedence set forth above.

15. Compliance With Laws

• Each party shall be responsible for complying with all applicable federal, state, and local laws, regulations and standards. Each party is responsible for any costs of such compliance. Seller certifies that it and all of its subcontractors to be used in the performance of this Agreement are in compliance with 25 O.S. Sec 1313 and participate in the Status Verification System. The Status Verification System is defined in 25 O.S. 1312 and includes but is not limited to the free Employee Verification Program (E-Verify) available at www.dhs.gov/E-Verify

16. Termination

• City, by written notice, may terminate this Agreement, in whole or in part, when such action is in the best interest of City.

17. Right to Audit

• The parties agree that books, records, documents, accounting procedures, practices, price lists, or any other items directly related to the Services provided hereunder that in the reasonable opinion of Seller's attorney is not attorney work product or protected by evidentiary privilege are upon City's written notification subject to inspection, examination, and copying by City or its designees. Seller is required to retain all records related to this Agreement for the duration of the contract term and a period of three years following completion and/or termination of the contract. If an audit, litigation, or other action Involving such records begins before the end of the one-year period, the records shall be maintained for three years from the date that all issues arising out of the action are resolved or until the end of the three-year retention period, whichever is later

18. Severability

• Provision. If any term or provision herein is determined to be illegal or unenforceable, the remainder of this Agreement will not be affected thereby. It is the intention of the parties that if any provision is held to be illegal, invalid, or unenforceable, there will be added in lieu thereof a mutually agreeable provision as similar in terms to such provision as is possible to be legal, valid, and enforceable

19. Governing Law and Venue.

• This Agreement is executed in and shall be governed by and construed in accordance with the laws of the State of Oklahoma without regard to its choice of law principles, which shall be the forum for any lawsuits arising under this Agreement or incident thereto. The parties stipulate that venue is proper in a http://www.dhs.gov/E-Verify court of competent jurisdiction in Tulsa County, Oklahoma and each party waive any objection to such provision or any other provision.

20. No Waiver

• A waiver of any breach of any provision of this Agreement shall not constitute or operate as a waiver of any other provision, nor shall any failure to enforce any provision hereof operate as a waiver of the enforcement of such provision or any other provision.

21. Entire Agreement/No Assignment

• This Agreement and any documents incorporated herein constitute the entire agreement of the parties and supersede any and all prior agreements, oral or otherwise, relating to the subject matter of this Agreement. This Agreement may only be modified or amended in writing and signed by both parties.

Notwithstanding anything to the contrary herein, neither party agrees to the terms of any future agreements, revisions or modifications that may be required under this Agreement unless such terms, revisions, or modifications have been reduced to writing and signed by both parties. Neither party may assign this Agreement without the other's prior written consent. Seller may not use subcontractors to provide the Services without the City's prior written consent.

Seller shall not be entitled to any claim for extras of any kind of nature.

22. Equal Employment Opportunity

• Seller agrees to comply with all applicable laws regarding equal employment opportunity and nondiscrimination.

23. City hereby acknowledges receipt of the Oklahoma Real Estate Commission form Disclosures to Buyer or Seller of Brokerage Duties, Responsibilities and Services attached hereto as Exhibit

24. The undersigned individual states that s/he has authority to bind Seller to this Agreement that s/he has read and understands the terms of the Agreement, and that Seller agrees to be bound by this Agreement and Its Incorporated documents and proposal

4.0 FIRM SELECTION PROCEDURE

Selection of the successful proposal shall be generally based on the information provided by the Seller in response to the Request for Proposals and any subsequent interviews that may be conducted. Developer interview will be held solely at the option and discretion of the MTTA.

The process for selection shall occur in the following sequence:

• Review and ranking of proposals

• Establish a “short list”

• Interview “short-listed” firms (at the option and discretion of the MTTA)

• Identify best qualified firm(s)

• Award contract

A project selection committee will be formed to evaluate the proposals and to make recommendation to the MTTA Board of Trustees. This committee may consist of representatives from various departments within the MTTA and/or representatives from other stakeholders including the City of Tulsa. Composition of this committee is at the sole discretion of the MTTA.

Names of the committee members will not be released prior to the time of interviews.

The committee will review the proposals for format to ensure conformance with the requirements of the RFP and may select finalists to interview with the Committee as a part of the Committee’s evaluation process. MTTA does not guarantee that an interview will take place, thus reserving the right to select a firm based solely on the information provided in the proposals received in response to the RFP.

The MTTA General Manager will review the committee’s recommendation and decide whether to accept, reject, or modify the recommendation before presenting it to the Board of Trustees.

The Board of Trustees is charged with making a contract award.

4.1 EVALUATION CRITERIA

MTTA is following a “Best Value” approach to selecting a developer for this RFP. In doing so MTTA may not award the lowest-priced firm but will weigh other factors as listed below in making a selection.

The following information and criteria, in order of importance, will be used to evaluate and rank responses and the presentation, should the MTTA choose to conduct interviews with short-listed firms:

1. Project Understanding and Approach: This criterion is a combination of the Proposer’s approach to the problem and the quality of the RFP submission and response. (25 points)

2. Vendor Past Project-Related Experience and Client References (25 points)

3. Price (50 points)

5.0 PROPOSAL FORMS

In addition to the federal certifications and representations that are required to be submitted with the proposal. The following additional forms shall be included.

1.0 DBE Qualification Form

2.0 Statement of Bidder’s / Proposer’s Qualifications

3.0 Authorization for Information

4.0 Customer Reference Listing

1.0 DBE QUALIFICATION FORM

___ Is your firm certified as a DBE with the Oklahoma Department of Transportation (ODOT)?

Does your firm meet the following requirements to qualify as a DBE under the DOT DBE program?

___Disadvantaged owners are U. S. citizens or legal permanent residents.

___Firm’s annual gross income does NOT exceed $17,20 million (averaged over 3 years).

___Firm is at least 51% owned and controlled by socially and economically disadvantaged individuals.

___Firm meets SBA small business size in the primary industry group (13 CFR part 121).

___Firms owned by ANC’s Indian Tribes, and Native Hawaiian Organizations, meet the small business size requirements and are controlled by socially and economically disadvantaged individuals.

___Firms and owners meet the requirements of part 26 concerning licenses and credentials.

___Firms must be for profit.

___ Please check here if this does not apply to your company.

Contact Cory Moore at cmoore@metrolinkok.org should you need information regarding DBE Certification.

Please print the following information:

Firm Name

Authorized Signature

Title

Date mailto:cmoore@metrolinkok.org

2.0 STATEMENT OF BIDDER’S/ PROPOSER'S QUALIFICATIONS (PAGE 1 OF 2)

All questions must be answered and the data given must be clear and comprehensive. This statement must be notarized. Should this page not be part of the bid/proposal packet, your bid will be classified as not in compliance and may be disqualified. The questions may be answered on separate attached sheets. Bidder/Proposer may submit additional information he/she desires.

1. Name of Bid/Proposer

2. Permanent Main Office Address

3. Office Phone Cell Phone

4. Fax Number E-mail Address

5. When Organized

6. If a Corporation, where Incorporated

7. How many years have you been engaged in business under your present firm or trade name?

8. List previous business names, if any

9. Have you ever failed to complete any work awarded to you?

10. Have you ever defaulted on a Contract Agreement?

11. If you answered yes to 9 or 10 above attach explanation.

12. Attach background and experience of the principal members of your organization, including the officers.

13. DUNS # Provide D&B report or other statement of credit.

Bidder/Proposer may submit any additional information he/she desires.

Dated this day of , 20

Being duly sworn deposes and says that he/she is (Title) and that the answers to the foregoing questions and all statements therein contained are true and correct.

By:

Name of Corporation or Firm:

Authorized Signature:

State of

County of

Subscribed and sworn to before me this day of , 20

Notary Public

Notary Number

My Commission Expires

NOTARY

SEAL

HERE

3.0 AUTHORIZATION FOR INFORMATION

The undersigned hereby authorized and requests any person, firm, or corporation to furnish any information requested by MTTA in verification of the recitals comprising this Statement of Proposer's Qualifications that I, being duly sworn deposes and says that the answers to the foregoing questions and all statements contained and true and correct.

Dated this day of , 20

Name of Corporation or Firm:

Authorized Signature:

State of

County of

4.0 CUSTOMER REFERENCE LISTING

Vendor shall furnish the names, addresses, agreement, telephone numbers, and length of services and size of property of a minimum of five (5) firms or government organizations for which the vendor is currently furnishing or has in the past furnished service for.

1. COMPANY NAME ________________________________________________

ADDRESS ___________________________________________________

CONTACT PERSON ________________________________________________

TELEPHONE NUMBER _____________________________________________

MONTH/YEAR COMPLETED ________________________________________

VALUE OF CONTRACT _____________________________________________

2. COMPANY NAME ________________________________________________

ADDRESS ___________________________________________________

CONTACT PERSON ________________________________________________

TELEPHONE NUMBER _____________________________________________

MONTH/YEAR COMPLETED ________________________________________

VALUE OF CONTRACT _____________________________________________

3. COMPANY NAME ________________________________________________

ADDRESS ___________________________________________________

CONTACT PERSON ________________________________________________

TELEPHONE NUMBER _____________________________________________

MONTH/YEAR COMPLETED ________________________________________

VALUE OF CONTRACT _____________________________________________

4. COMPANY NAME ________________________________________________

ADDRESS ___________________________________________________

CONTACT PERSON ________________________________________________

TELEPHONE NUMBER _____________________________________________

MONTH/YEAR COMPLETED ________________________________________

VALUE OF CONTRACT _____________________________________________

5. COMPANY NAME ________________________________________________

ADDRESS ___________________________________________________

CONTACT PERSON ________________________________________________

TELEPHONE NUMBER _____________________________________________

MONTH/YEAR COMPLETED ________________________________________

VALUE OF CONTRACT _____________________________________________

A. GENERAL TERMS

The following clauses will be incorporated in any contract awarded pursuant to this RFP.

1. ASSIGNMENT

A. The successful proposer may not assign or subcontract its rights or obligations under the contract without prior written permission of MTTA, and no such assignment or subcontract will be effective until approved in writing by MTTA.

B. MTTA reserves the right to assign all or a portion of this contract to any other agency and/or governmental entity, or a Contractor of MTTA.

2. ADVERTISING

Proposer agrees not to use the existence of this contract or the name of MTTA as a part of any commercial advertising without the prior written approval of MTTA’s General Manager or designee.

B. FEDERAL TERMS AND CONDITIONS

The following terms and conditions may apply to this procurement

1. BUY AMERICA REQUIREMENTS

The Buy America regulation, at 49 CFR 661.13, requires notification of the Buy America requirements in FTA-funded contracts, but does not specify the language to be used. The following language has been developed by FTA.

Buy America - The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in

49 C.F.R. Part 661, §661.7, (App. A)(d) and include Microcomputer equipment, including software, from a foreign source is exempt from the Buy America requirements. This waiver falls under the waiver set forth in STAA, §165 (b)(1) and (b)(2).

2. ENERGY CONSERVATION REQUIREMENTS

42 U.S.C. 6321 et seq. 49 CFR Part 18

Energy Conservation - The Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

3. CLEAN WATER REQUIREMENTS

33 U.S.C. 1251

Clean Water

(1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office.

(2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA.

4. ACCESS TO RECORDS AND REPORTS

49 U.S.C. 5325 18 CFR 18.36 (i) 49 CFR 633.17

Access to Records - The following access to records requirements apply to this contract:

(1) Where the Purchaser is not a state but a local government and is the FTA Recipient or a sub grantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311.

(2) Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a sub-grantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Proposer agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Proposer which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions.

(3) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

(4) The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11).

(5) FTA does not require the inclusion of these requirements in subcontracts.

5. FEDERAL CHANGES

49 CFR Part 18

Federal Changes - Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract.

6. CLEAN AIR

42 U.S.C. 7401 et seq 40 CFR 15.61 49 CFR Part 18

Clean Air

(1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office.

(2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA.

7. NO GOVERNMENT OBLIGATION TO THIRD PARTIES

No Obligation by the Federal Government

(1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.

(2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the Sub-Contractor who will be subject to its provisions.

8. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS

AND RELATED ACTS

31 U.S.C. 3801 et seq. 49 CFR Part 31 18 U.S.C. 1001 49 U.S.C. 5307

Program Fraud and False or Fraudulent Statements or Related Acts

(1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed.

In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate.

(2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

(3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the Sub-Contractor who will be subject to the provisions.

9. TERMINATION

49 U.S.C. Part 18 FTA Circular 4220.1F

(1) Termination for Convenience (General Provision): The (Recipient) may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to (Recipient) to be paid the Contractor. If the Contractor has any property in its possession belonging to the (Recipient), the Contractor will account for the same and dispose of it in the manner the (Recipient) directs.

(2) Termination for Default (Supplies and Service): If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract, or any extension, or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract.

If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient.

(3) Opportunity to Cure (General Provision): The Recipient, in its sole discretion may, in the case of a termination for breach or default, allow the Contractor an appropriately short period of time in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions

If Contractor fails to remedy to (Recipient)'s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from (Recipient) setting forth the nature of said breach or default, (Recipient) shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude (Recipient) from also pursuing all available remedies against Contractor and its sureties for said breach or default.

(4) Waiver of Remedies for any breach in the event that (Recipient) elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit (Recipient)'s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract.

10. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT)

Suspension and Debarment

This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the Contractor is required to verify that none of the Contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945.

The Contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into.

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

The certification in this clause is a material representation of fact relied upon by MTTA.

If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to MTTA, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower-tier-covered transactions.

11. CIVIL RIGHTS REQUIREMENTS

29 U.S.C. § 623, 42 U.S.C. § 2000, 42 U.S.C. § 6102, 42 U.S.C. § 12112, 42 U.S.C. § 12132, 49 U.S.C. § 5332, 29 CFR Part 1630, 41 CFR Parts 60 et seq.

Civil Rights - The following requirements apply to the underlying contract:

(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C.

§ 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

(2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract:

(a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S.

Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment, or recruitment advertising, layoff or termination; rates of pay, or other forms of compensation, and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

(b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

(c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

(3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties.

12. BREACHES AND DISPUTE RESOLUTION

49 CFR Part 18 FTA Circular 4220.1F

Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the MTTA Administrator of Grants and Procurement. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the Procurement Manager. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Procurement Manager shall be binding upon the Contractor, and the Contractor shall abide be the decision.

Performance During Dispute - Unless otherwise directed by MTTA, Contractor shall continue performance under this Contract while matters in dispute are being resolved.

Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage.

Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the MTTA and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State of Oklahoma.

Rights and Remedies - The duties and obligations imposed by the Contract Documents, and the rights and remedies available thereunder, shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the MTTA or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.

13. DISADVANTAGED BUSINESS ENTERPRISE (DBE)

49 CFR Part 26

Disadvantaged Business Enterprises

a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency’s overall goal for DBE participation is 4%. A separate contract goal has not been established for this procurement.

b. The Contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted contract. Failure by the Contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as MTTA deems appropriate. Each subcontract the Contractor signs with a Sub-Contractor must include the assurance in this paragraph (see 49 CFR 26.13(b)).

c. The successful bidder/proposer will be required to report its DBE participation obtained through…