3-RFP 26-04062 LEASE TRACKING SOFTWARE 9-10-2026 rw.pdf

UTA IT SOFTWARE AND ASSOCIATED SERVICES SUPPLY AGREEMENT

UTAH TRANSIT AUTHORITY

REQUEST FOR PROPOSALS

Cover Sheet

General Information Project Name RFP 26-04062 Lease Tracking Software Project Description

Software for tracking 500+ property leases.

Project Start Date October 1, 2026

Contract Type RFP Funding Source X Local � State Federal DBE Goal Procurement Process Information RFP No. 26-04062 Contract Administrator *All correspondence during RFP must be directed through the Contract Administrator.

RICK WILSON

669 West 200 South Salt Lake City, Utah 84101

(801) 287-3016 rwilson@rideuta.com

Evaluation Criteria:

• Technical 80 % Total o Meets or exceeds

Specification(s) 30% o Experience and

Qualifications 30% o Project Schedule

20%

• Price 20%

This is a best-value procurement. UTA will select the team whose proposal is most advantageous to UTA, considering both price and quality/technical factors. The technical factors will account for eighty percent (80%) of the total evaluation.

The price will be considered twenty percent (20%) of the total evaluation. See Part 2 for more information on proposal content and the rating method.

Projected RFP Schedule:

Please refer to Euna for updates to all dates, times and any additional deadlines not listed below.

A) Issue Request for Proposals September 9 2026, 1:00 pm MT

B) Deadline to Submit Questions and Request for Approved Equals or Changes to UTA

September 16, 2026, 2:00 pm MT

C) Last Day for UTA to Issue Addenda and Clarifications September 18, 2026, 5:00 MT

D) Deadline to Submit Proposals September 23, 2026, 2:00 pm

E) Presentations/Interviews/Problem-Solving Exercises(Optional)

TBD if needed

Included as part of this RFP

Part 1 – Project Specific Information Part 2 – Procurement Process Information Part 3 – Standard Solicitation Terms Part 4 – Standard Contract Terms / Sample Contract Part 5 – Standard Forms plus Federal Forms and Certifications (Appendix I) and Federal Clauses (Appendix II) (If applicable)

Proposal Contents Page Limit

Cover pages, table of contents, divider tabs, and resumes, the Price Proposal, and required forms do not count toward the page limit.

15 pages

Submittal Instructions

• One (1) electronic copy of the technical proposal and one (1) electronic copy of the price proposal shall be uploaded to Euna on or before the deadline referenced above. See Part 3 of this RFP for further instructions.

Required Forms To be considered responsive, proposals must include the additional forms, declarations, and certifications listed below:

Lease Tracking Software Pricing Table

Part 1 – Project Specific Information

GENERAL OVERVIEW

The Utah Transit Authority (“UTA”) is soliciting proposals for a software solution to provide complete compliance support for GASB Statement No. 87 (Leases) and GASB Statement No. 96 (Subscription- Based Information Technology Arrangements).

The proposed solution shall be a Software-as-a-Service (SaaS) platform (or approved equal) capable of tracking, calculating, and reporting all required financial data and disclosures for both standards. The system shall serve as the authoritative system of record for lease and SBITA accounting.

The solution must support a minimum of five hundred fifty (550) total active records (combined leases and SBITAs) and shall be scalable to accommodate future growth without degradation in performance, reporting, or system functionality.

The system shall generate all outputs necessary for compliance, including but not limited to:

• Lease and subscription liability calculations

• Right-to-use and intangible asset calculations

• Amortization schedules

• Journal entries (exportable to UTA’s general ledger)

• Financial statement disclosures and note support

• Audit-ready supporting documentation

The UTA Project Manager will coordinate internal stakeholders including Finance, Accounting, Information Technology, and external auditors to ensure successful implementation, validation, and ongoing compliance.

A. PROJECT GOALS

The objectives of this procurement include:

• Achieve and maintain full compliance with GASB 87 and GASB 96

• Automate all required calculations, schedules, and disclosures

• Eliminate manual spreadsheet-based tracking and reduce risk of error

• Provide a centralized system for all lease and SBITA records

• Support at least 550 active records with batch processing capability

• Provide complete audit trail and documentation for all calculations and changes

• Integrate with UTA’s general ledger and financial reporting systems

B. THE UTAH TRANSIT AUTHORITY’S MANAGEMENT PHILOSOPHY

UTA utilizes a collaborative, structured, and accountability-driven management approach. The selected Proposer shall be expected to:

• Work closely with UTA staff throughout implementation

• Participate in regular status meetings and working sessions

• Provide timely responses to issues and inquiries

• Support iterative testing and validation of all financial outputs

• Maintain transparency in assumptions, methods, and calculations

The Proposer shall ensure all deliverables meet audit requirements and comply with applicable governmental accounting standards.

C. GENERAL PROJECT DESCRIPTION

The Proposer shall furnish a comprehensive software solution that includes, at a minimum:

• Lease management functionality compliant with GASB 87

• SBITA management functionality compliant with GASB 96

• Automated calculation engines for liabilities, assets, and amortization

• Contract tracking, modification, and remeasurement functionality

• Reporting and disclosure generation capabilities

• Secure data storage and audit logging

The system shall:

• Maintain data integrity for up to 550 records

• Support complex contract structures, including:

o Variable payments o Term changes, extensions, and terminations o Modifications and remeasurements

• Provide role-based access control and workflow approvals

• Allow for full export of all data, calculations, and reports

Constraints:

• UTA requires full data ownership and unrestricted access

• Data must not be commingled with other customers’ data

• System must support secure integration with UTA’s existing financial systems

• All outputs must be reproducible and audit-verifiable

D. PROJECT FUNDING

This project will be funded with UTA local funds unless otherwise specified. The Proposer shall comply with all applicable UTA procurement policies, data security requirements, and contractual obligations.

E. PROJECT BUDGET

UTA anticipates awarding a contract that provides:

• A cost-effective solution with full compliance functionality

• Transparent and predictable pricing

• Scalability to support 550 records minimum, with clear pricing for additional records if applicable

The Proposer shall clearly identify all costs associated with:

• Software licensing or subscription

• Implementation and configuration

• Data migration (including up to 550 records)

• Training and support

• Ongoing maintenance and updates

Cost proposals shall reflect a realistic understanding of the scope and complexity of GASB 87 and GASB 96 compliance requirements.

F. CONTRACT SCHEDULE

The Proposer shall provide a detailed implementation schedule that includes:

• System configuration and setup

• Data migration for up to 550 records

• Testing and validation of all calculations and reports

• Training of UTA staff

• Go-live and post-implementation support

The system shall be fully operational and capable of processing all 550 records at time of go-live.

The Proposer shall also provide ongoing support for:

• Regulatory updates and GASB interpretation changes

• System enhancements and maintenance

• Technical support and issue resolution

G. EXPLANATION OF THE PRICE

The Proposer shall submit a separate Price Proposal that clearly identifies:

• Base subscription or licensing fee

• Implementation and setup costs

• Per-record pricing (if applicable) above 550 records

• Optional services and integrations

• Annual maintenance and support costs

The pricing model shall:

• Clearly define how 550 records are included or priced

• Identify any tiering or thresholds that impact cost

• Provide transparency for total cost of ownership

H. DRAWINGS

Not applicable.

I. ENVIRONMENTAL DOCUMENTATION

Not applicable.

J. SPECIAL REQUIREMENTS

The proposed solution shall meet the following minimum requirements:

Software Functional Requirements

• Fully compliant with GASB Statement No. 87 and GASB Statement No. 96

• Automated calculation of:

o Lease liabilities and right-to-use assets o Subscription liabilities and intangible assets o Amortization schedules and interest expense

• Generation of:

o Journal entries for all transactions o Disclosure tables and rollforward schedules o Audit-ready supporting documentation

Data Requirements

• Must support at least 550 active records

• Must allow bulk import, update, and export of records

• Must maintain complete audit history for all changes

Security Requirements

• Unique UTA instance with segregated data

• Role-based access controls

• Encryption of data at rest and in transit

• Full activity logging and audit trail

Compliance Requirements

• System outputs must be sufficient for external audit review

• All calculations must be transparent and reproducible

• Must support changes in GASB standards or guidance without material redesign

Integration Requirements

• Must integrate with UTA’s general ledger system

• Must support export of journal entries in usable formats

• Must allow data transfer via API, CSV, or other approved method

The proposed solution must comply with UTA Security Requirements for SaaS/Custom Developed Systems as set forth in Exhibit C of the sample contract.

K. OTHER GENERAL REQUIREMENTS

The Proposer shall:

• Provide all tools, documentation, and services necessary to support compliance with GASB 87 and GASB 96

• Provide training and user support for UTA personnel

• Maintain system availability and reliability consistent with enterprise-grade SaaS standards

• Provide audit support, including documentation of all assumptions, calculations, and outputs

• Ensure that all data, reports, and calculations are fully accessible and exportable by UTA

REQUEST FOR PROPOSALS

Part 2 – Procurement Process Information

A. PROPOSAL FORMAT

Proposals must adhere to the following format:

• Proposals should be formatted primarily to 8 ½ by 11 inches. An 11 by 17-inch format may be used for charts, tables, and schedules. No text should be included on the 11 by 17-inch size format except for text that is required for the interpretation of the chart, table, or schedule.

• Proposals should use a minimum of 12-point font.

• If a proposal is submitted in double-sided format, both sides of the page will be counted against the page Limit.

• The proposal must not exceed the page limit shown on the RFP Cover Sheet. The Proposer shall not submit brochures or additional materials. Hyperlinks will be counted toward the page limit unless specified as exempt. At its discretion, UTA will not consider such additional materials in the selection of the successful Proposer.

• The maximum file upload size in Euna is 50mb.

Failure to follow the format described above may result in the proposal being deemed non-responsive.

B. PROPOSAL CONTENT

The proposal should consist of the following sections in the order listed below:

Cover Letter

Explain the interest of the Proposer in the work covered by this RFP and identify the Proposer’s point of contact, including name, address, telephone, and e-mail address. Limit the cover letter to one page.

Technical Proposal (80%) o Meet or exceed Specification(s) (30%)

The Proposer shall provide sufficient information to allow UTA to evaluate compliance with the specification requirements of this RFP. Please provide a list of proposed materials and warranty information. Additionally, please demonstrate how the materials will meet or exceed the specification(s). Please describe in detail the Proposer’s installation methods, if applicable.

o Experience and Qualifications (30%)

Proposers shall demonstrate its ability to meet the quality and quantity requirements of this RFP.

Proposer shall also confirm its ability to meet the proposed timeframe for delivery.

Proposer shall provide a minimum of five customer references similar to the scope of work referenced in this RFP. References shall include contact names, address, phone numbers and email address.

Proposer shall have a minimum of three years of experience in work similar to that outlined in the scope of work of this RFP.

o Project Schedule (20%)

Proposer’s ability to meet the project schedule

Forms If applicable (Proposer shall provide all Federal Forms/Certifications in this tab),

• Proposal Declaration

• Lease Tracking Software Pricing Table

Price Proposal (20%)

The price proposal shall be evaluated based on both price and cost realism. Price will be taken at face value, while cost realism will be evaluated based on whether the evaluator believes the Contractor’s price reflects a realistic understanding of the scope of effort and resources required to complete the project. Price proposals shall receive a rating from 0 to 20 based on the combined evaluation of price and cost realism.

C. PRICE SHALL BE SUBMITTED USING THE PRICE FORM PROVIDED AS A SEPARATE DOCUMENT

TITLED “LEASE TRACKING SOFTWARE PRICING TABLE” AS SET FORTH IN THE COVER SHEET. THE PRICE

FORM MUST BE UPLOADED IN EUNA AS A SEPARATE FILE FROM THE TECHNICAL PROPOSAL.

D. WEIGHTING OF EVALUATION CRITERIA

Proposals will be evaluated based on responses to the information requested herein. The Utah Transit Authority may interview one or more firms as part of the evaluation process; however, a decision to award a contract may be based solely upon the submitted proposals.

This is a best-value procurement wherein the award will be made to the responsive and responsible respondent whose proposal is determined to be the most advantageous to UTA, with the evaluation taking into consideration both the technical and pricing factors. In the evaluation, the technical and pricing factors shall be weighted as detailed above:

The Price Proposal must be submitted in a separate file from the technical proposal.

The Technical Proposal must not contain any cost information included in the proposal.

UTA may use the following cost formula: Each proposal will be given a score from 0 to 30 based on both price and cost realism. A proposal with a low price and a high degree of cost realism shall receive a score on the upper end of the scale. A proposal with a high price and a low degree of cost realism shall receive fewer points on the lower end of the scale. To arrive at an overall total score, the price proposal rating will be weighted according to the overall evaluation criteria and combined with the technical evaluation scores.

In addition to the above, proposals whose total evaluated price is fifty percent (50%) or more above or below the median price of all responsive proposals may be deemed unreasonably priced and non-responsive and may be removed from further consideration at the Authority’s sole discretion.

The Authority reserves the right to disqualify such proposals without further evaluation if it determines that the pricing reflects a material risk to successful performance or does not represent a fair and reasonable price.

Part 3 – Standard Terms of Solicitation

A. INSTRUCTIONS TO PROPOSERS

1. Submission of Proposals.

Proposals must be uploaded to Euna by the “Bid Ends” date and time listed on Euna. Proposals uploaded after the deadline will be considered non-responsive. It is the responsibility of the Proposer to ensure that its proposal is properly uploaded by the deadline.

Log on to Euna at https://solutions.Euna.com/apps/Router/SupplierLogin?CustOrg=StateOfUtah; if you have already registered, log in and search by Utah Transit Authority or the RFP number.

If you need to create an account, please select “Create Account,” and then you can search UTA or the RFP number identified on the Cover Page. If you need assistance, please email the Utah Supplier Portal Support at Eunaadmin@utah.gov Instructions to proposers are included in the RFP documents.

For ease of review, UTA may also request delivery of hard copies of Proposals (see RFP Cover Sheet).

2. Federal Requirements.

If federal funds are being used to finance this project, the Contractor shall also comply with the additional applicable federal terms and conditions listed in Appendix I and submit all applicable certifications, forms and reports listed in Appendix II.

a. UTA eComply Solutions. In addition, where federal funds are being used, the Bidder/Proposer shall submit required labor and subcontractor information to UTA through following portal: https://uta.ecomply.us. The information provided shall include the following:

Set up and maintain contractor login for all persons inputting information in the system.

Description of payments received from UTA and payments made to subcontractors of all tiers, including amounts and confirmation of payment.

All certified payroll must be input into eComply Solutions which may be accomplished either through direct input or importation from the contractor’s accounting system.

All subcontract award amounts, dates signed, and change orders.

Certified payroll information shall be uploaded on a weekly basis; all other information shall be uploaded or input no less than monthly.

The Contractor shall include this clause in all subcontracts and manage and monitor compliance of all subcontractors within the UTA eComply system.

3. Minimum Standards.

This RFP sets forth the minimum requirements that all Proposals must meet. Failure to submit Proposals in accordance with this RFP may render the Proposal unacceptable or non-responsive. UTA may, in its https://solutions.sciquest.com/apps/Router/SupplierLogin?CustOrg=StateOfUtah mailto:sciquestadmin@utah.gov https://uta.ecomply.us/ sole discretion, waive minor irregularities in a Proposal that do not alter the quality or quantity of the information provided.

4. Confidential, Protected, and Public Information

In accordance with Utah Code Section 63G-2-305(6) of the Government Records Access and Management Act (GRAMA) and UTA's Procurement Standard Operating Procedures (SOPs), procurement information related to this procurement will not be made public until after the execution of the Contract with the successful Proposer. Procurement information includes the Proposals submitted by Proposers in response to this RFP, any accompanying documentation, and records maintained by UTA during the procurement process.

UTA will maintain a process to ensure confidentiality for the duration of this procurement. If the Proposer submits information in its Proposal that it believes is "trade secret," the Proposer must follow the procedure set forth in Section 63G-2-309 of GRAMA.

Additionally, for ease of Proposal evaluation, UTA requests that each Proposer also follow the steps identified below:

a) Clearly mark all trade secret information as such in its Proposal at the time the Proposal is submitted and include a cover sheet stating, “DOCUMENT CONTAINS TRADE SECRET INFORMATION,” and identifying each section and page which has been so marked.

b) Include a statement with its Proposal justifying the Proposer’s determination that certain records are trade secret information for each record so defined.

c) In addition to the Proposal uploaded to Euna, upload a second copy of the Proposal (as an attachment) that has all the trade secret information deleted, and label this copy of the Proposal “Public Copy.” If a Proposer uploads a Proposal containing no trade secret information, no "Public Copy" needs to be submitted. However, any Proposer that submits a Proposal containing no trade secret information must so certify in a cover letter to its Proposal; and

d) Defend any action seeking release of the records it believes to be trade secret information and indemnify, defend, and hold harmless UTA and the State of Utah and its agents and employees from any judgments awarded against UTA and its agents and employees in favor of the party requesting the records, including any and all costs connected with that defense. This indemnification survives UTA’s cancellation or termination of this procurement or award and subsequent execution of the Contract. In submitting a Proposal, the Proposer agrees that this indemnification survives as long as the trade secret information is in possession of

UTA.

All records pertaining to this procurement will become public information after the execution of the Contract, unless such records are identified as trade secret information as specified above. No liability will attach to UTA for the errant release of trade secret information by UTA under any circumstances.

5. Submitting Questions to UTA

Questions and Requests for changes to the RFP must be submitted via the Euna Q&A page before the end of the Question and Answer period. UTA’s answers to timely questions will be posted on the Euna Q&A page. All communications regarding this RFP should be addressed solely to the Contract Administrator whose name and contact information are listed on the Cover Page of the RFP.

6. Requests for Approved Equals or Changes

Whenever a brand, manufacturer, or product name is indicated in this RFP, it is included only for the purpose of establishing identification and a general description of the item. Wherever such names appear, the term "or approved equal" is considered to follow.

Requests for Approved Equals must be submitted via Euna Q&A page. UTA retains the discretion to withhold approval for one or more requested equals if the magnitude of requested approvals exceeds UTA’s available resources to allow for adequate evaluation in support of a timely procurement.

Any request for an approved equal must be fully supported with technical data, test results, or other pertinent information as evidence that the substitute offered is equal or better than the RFP requirement.

UTA will only assess requests for approved equals if the price of the substitute product is competitive with the price of the product specified in the RFP, as determined by UTA in its sole discretion.

It should be understood that specifying a brand name, components, and/or equipment in this RFP will not relieve the Proposer from its responsibility to provide the product in accordance with the performance warranty and contractual requirements. The Proposer shall notify UTA of any inappropriate brand name, component, and/or equipment that may be called for in this RFP and shall propose a suitable substitute for consideration.

7. Addenda to the Request for Proposals

UTA reserves the right to make changes to the RFP by issuing a written addendum to the RFP which will be posted to Euna.

8. Multiple or Alternative Proposals

The submission of multiple or alternative Proposals, except as specifically called for in the RFP, may render all such Proposals non-responsive and may cause the rejection of some or all of such Proposals.

9. Withdrawal of Proposals

A Proposer may withdraw its Proposal from Euna before the Proposal due date without prejudice to itself.

10. Cost of Proposals

UTA is not liable for any costs incurred by Proposers in the preparation, presentation, or negotiation of Proposals submitted in response to this RFP.

11. Examination of Request for Proposals

The submission of a Proposal constitutes an acknowledgment upon which UTA may rely that the Proposer:

(i) has thoroughly examined and is familiar with the RFP, including the contractual terms in Part 4, (ii) is familiar with any work site identified in the RFP, and (iii) has reviewed and inspected all applicable statutes, regulations, ordinances, and resolutions addressing or relating to the goods and services to be provided hereunder. The failure or neglect of a Proposer to receive or examine such documents, work sites, statutes, regulations, ordinances, or resolutions will in no way relieve the Proposer from any obligations with respect to the Proposer’s Proposal or to any contract awarded pursuant to this RFP. No reduction or modification in the Proposer’s obligations will be allowed based upon a lack of knowledge or misunderstanding of this RFP, work sites, statutes, regulations, ordinances, or resolutions.

12. Firm Offer

Unless otherwise stated in this RFP, submission of a Proposal constitutes an offer to provide the goods or services described in the RFP, for the price set forth in the Proposal. Such offer must be good and firm for a period of ninety (90) days after the Deadline to Submit Proposals.

B. SELECTION PROCESS

1. No Public Opening

This is an RFP and, as such, the Proposals submitted in response to this RFP will not be subject to a public opening.

2. UTA’s Procurement Options

Based on submitted information, UTA may do or take any of the following actions, without limitation:

• Select a Proposer based solely on the written proposals, with or without subsequent negotiations.

• Ask for more information or clarifications before making a selection.

• Use presentations, interviews, or problem-solving exercises before making a selection.

• Under specific circumstances described in the Utah Procurement Code, determine a Competitive Range, conduct Discussions, and/or request Best and Final Offers (BAFO) before making a selection if a material error in the RFP is discovered during the evaluation process, UTA may issue an addendum to all Proposers that have submitted Proposals requesting revised Proposals based upon the corrected RFP.

• Decline to accept any Proposal.

• Re-advertise.

• Cancel the procurement or

• Elect to otherwise procure the needed services in accordance with UTA policy and procedures.

UTA reserves the right to negotiate price, scope, schedule, and other contract terms with the preferred Proposer after a selection is made.

3. Responsibility

UTA will not select a Proposer who is deemed by UTA, in its sole discretion, to lack the ability or responsibility to perform successfully under the terms of the contract. Such determination of responsibility may encompass management, technical, legal, financial matters and cyber security preparedness. Proposers deemed to be not responsible to cyber security risk factors will be notified and may be given an opportunity to remediate.

4. Checking References

UTA reserves the right to contact any reference specifically named by the Proposer in its Proposal or any other additional references as deemed appropriate by UTA, including references suggested by the Proposer's named references or references known to UTA through its own knowledge of the transportation industry.

5. Requests for Clarification

The Proposer shall provide accurate and complete information to UTA. If information is incomplete, contains a clerical error, or is otherwise unclear, UTA may either (i) declare the Proposal non-responsive,

(ii) evaluate the Proposal as submitted, or (iii) issue a Request for Clarifications to the Proposer stating the information needed and a date and time by which the information must be provided. If the Proposer does not respond to the Request for Clarifications in a timely manner, or if the Proposer’s response is deemed to be insufficient by UTA, in its sole discretion, then UTA may declare the Proposal non-responsive.

All requests for Clarification will be in writing via Euna Q&A page, with responses submitted according to the instructions contained in the request for Clarification. Responses must be limited to answering the specific information requested by UTA.

6. Presentations / Interviews / Problem-Solving Exercises

UTA may utilize presentations, interviews, and/or problem-solving exercises during this procurement if, at the sole discretion of UTA, it is considered to be in UTA's best interest. If UTA determines that presentations and/or interviews and/or problem-solving exercises are in its best interest, UTA will notify all or a short-list of the most highly qualified Proposers of the decision to utilize presentations and/or interviews and/or problem-solving exercises and schedule the presentations and/or interviews and/or problem-solving exercises in such a way as to not unduly delay the procurement process.

UTA reserves the right, in its sole discretion, to conduct multiple rounds of presentations and/or interviews and/or problem-solving exercises, if it deems necessary to do so, with one or more Proposers.

7. Competitive Range

Under specific circumstances described in the Utah Procurement Code, UTA may declare a Competitive Range that includes only those Proposers with a reasonable chance of being selected. UTA will declare a Competitive Range, if it chooses to do so, after a thorough analysis of the Proposals.

8. Discussions

UTA may, at its sole discretion, conduct written and/or verbal discussions with any of the Proposers in the Competitive Range regarding the content of their Proposal. If discussions are held, they will be held with all Proposers in the Competitive Range.

9. Best and Final Offers

UTA may request Best and Final Offers from responsible offerors:

(a) Only with the approval of the Chief Procurement Officer; and

(b) Only if:

(i) No single proposal adequately addresses all the specifications stated in the RFP;

(ii) All proposals are unclear or deficient in one or more respects;

(iii) All cost proposals exceed the identified budget

Although UTA reserves the right to issue a request for Proposal revisions (including Best and Final Offers), UTA is under no obligation to do so. UTA may make its selection and award based on the initial Proposals submitted.

If UTA requests Proposal revisions and/or BAFOs, Proposers in the Competitive Range may be informed of and requested and/or allowed to revise their Proposals, including correction of any weaknesses, minor irregularities, errors, and/or deficiencies identified to the Proposers by UTA following initial evaluation of the Proposals. The request for Proposal revisions and/or BAFOs will allow adequate time for the Proposers to revise their Proposals. Upon receipt of the Proposal revisions and/or BAFOs, the evaluation process will be repeated. The process will consider the revised information and re-evaluate and revise ratings as appropriate. Although this RFP allows for Proposal revisions and/or BAFOs, all efforts will be made to make a selection based on initial Proposals. If Discussions are held, UTA will attempt to limit the selection process to a single BAFO following Discussions. If a Proposal revision and/or BAFO is requested of a Proposer, and that Proposer opts to not submit a Proposal revision and/or BAFO that Proposer's original Proposal or most recent Proposal revision, as appropriate, will be treated as its BAFO.

10. Best Value Determination

This is a Best Value procurement, in which selection of a Proposer is based on a combination of price and qualitative components, as set forth on the RFP Cover Sheet. Accordingly, UTA may not select the Proposal with the lowest price, or the Proposal with the highest qualitative/ technical rating. UTA will select the responsible Proposer whose Proposal is deemed to be the most advantageous to UTA.

11. Negotiations

After selection, but prior to award of the Contract, UTA may, at its sole discretion, either conduct negotiations with the successful Proposer or UTA may choose not to conduct negotiations with the successful Proposer and award the Contract to the successful Proposer based on its written Proposal and any additional information received during Discussions and Proposal revisions and/or BAFOs, if conducted.

If UTA and the selected Proposer are unable to reach an agreement on the scope, contractual terms, and/or price of the Contract, then UTA may, in its sole discretion, negotiate with the next most advantageous Proposer or choose to terminate the procurement in its entirety.

Once negotiations have been terminated with any Proposer, the negotiations may not be reopened with that Proposer under any circumstances.

If UTA receives only one responsive Proposal, UTA reserves the right to negotiate all elements of the Proposal and the Contract with the sole responsive Proposer, including, but not limited to, profit.

12. Notice to Unsuccessful Proposers

Following execution of the Contract between UTA and the successful Proposer, UTA will inform unsuccessful Proposers of the number of Proposals received and the name of the successful Proposer.

UTA will attempt to provide this notice promptly after the Contract is executed. However, UTA’s failure to give this notice will not be deemed to affect the validity of the Contract.

13. Debriefs

Upon request from an unsuccessful Proposer, UTA may, but is not required to, provide debriefing information for the sole purpose of discussing, in a limited manner, the strengths and weaknesses of the unsuccessful Proposal.

14. Protests

Protests are governed by the Utah Procurement Code, Utah Code Ann. § 63G-6a-1601 et seq. To be valid, a protest must be in writing and be filed with UTA within the timeframes set forth in Utah Code Ann. § 63G-6a-1602. A protest will be deemed to be filed pursuant to these procedures when actually received by the designated recipient via email to protests@rideuta.com.

All protests must include:

• The name, address, and email address of the protester;

• The appropriate contact person for the protester, to whom all protest correspondence shall be addressed;

• The solicitation or project number; and

• A detailed statement outlining the nature of the protest including, without limitation: (i) the alleged facts and evidence giving rise to the protestor to claim that it has been aggrieved; (ii) the protestor’s standing to protest; and (iii) the legal grounds upon which the protest is based.

The Procurement Officer shall make a written determination regarding the protest. An unfavorable determination by the UTA Procurement Officer is eligible for administrative reconsideration by a panel determined by the Chair of the UTA Board of Trustees. A notice of appeal must be delivered by the Protestor within five (5) calendar days of the date of the Procurement Officer’s decision. A notice of appeal addressed as follows:

Chair, UTA Board of Trustees c/o Utah Transit Authority mailto:protests@rideuta.com

669 West 200 South Salt Lake City, Utah 84101 Attn: Board Coordinator

CONTAINS TIME-SENSITIVE PROTEST MATERIALS

Any further appeal may only be made pursuant to Utah Code Ann. § 63G-6a-1801 et seq. A protesting entity must exhaust administrative appeals prior to filing a judicial appeal pursuant to Utah Code Ann. § 63G-6a-1801 et seq.

Part 4 – SAMPLE CONTRACT UTA CONTRACT NO. ___________

[INSERT DESCRIPTION OF IT SOFTWARE AND ASSOCIATED SERVICES]

THIS IT SOFTWARE AND ASSOCIATED SERVICES SUPPLY AGREEMENT (“Contract”) is entered into and made effective as of the date of last signature below. (“Effective Date”) by and between Utah Transit Authority, a public transit district organized under the laws of the State of Utah (”UTA”), and [INSERT NAME OF CONTRACTOR], a [INSERT DESCRIPTION OF ENTITY TYPE] (the ”Contractor”).

RECITALS

WHEREAS, on [INSERT PROPOSAL DUE DATE], UTA received competitive proposals to provide [INSERT DESCRIPTION OF THE SOFTWARE AND ASSOCIATED SERVICES] and (as applicable) all associated hardware, software, tools, installation services, commissioning and testing services, training and documentation (the “Software and Services”) according to the terms, conditions and specifications prepared by UTA in [INSERT RFP NUMBER] (the “RFP”); and

OR,

WHEREAS, UTA desires to award a contract for (INSERT DESCRIPTION OF THE SOFTWARE AND ASSOCIATED SERVICES] to Contractor based on an approved sole source justification; and

WHEREAS, UTA wishes to procure the Software and Services according to the terms, conditions and specifications listed in the RFP (as subsequently amended through negotiation by the parties); and

WHEREAS, the [INSERT NAME AND DATE OF PROPOSAL TO BE INCORPORATED INTO CONTRACT] proposal submitted by the Contractor in response to the RFP (“Contractor’s Proposal) was deemed to be the most advantageous to UTA; and

WHEREAS, Contractor is willing to furnish the Software and Services according to the terms, conditions and specifications of the Contract.

AGREEMENT

NOW, THEREFORE, in accordance with the foregoing Recitals, which are incorporated herein by reference, and for and in consideration of the mutual covenants and agreements hereafter set forth, the mutual benefits to the parties to be derived here from, and for other valuable consideration, the receipt and sufficiency of which the parties acknowledge, it is hereby agreed as follows:

1. SOFTWARE AND ASSOCIATED SERVICES TO BE PROVIDED BY CONTRACTOR

Contractor hereby agrees to furnish and deliver the Software and Associated Services in accordance with the Contract as described in Exhibit A (Product Description and Statement of Associated Services) (including performing any installation, testing commissioning and other Services described in the Contract).

2. TERM

This Contract shall commence as of the Effective Date. The Contract shall remain in full force and effect for purchases of Software and Services (made via purchase order or other agreed order method) during a [INSERT INITIAL TERM LENGTH] - year period expiring [INSERT INITIAL TERM EXPIRATION DATE].

UTA may, at its sole election and in its sole discretion, extend the initial term for up to [INSERT NUMBER OF OPTION YEARS] additional one-year option periods, for a total Contract period not to exceed FIVE (5) years.

Extension options may be exercised by UTA upon providing Contractor with notice of such election at least thirty (30) days prior to the expiration of the initial term or then-expiring option period (as applicable). The Contract may be further extended if the Contractor and UTA mutually agree to an extension evidenced in writing. The rights and obligations of UTA and Contractor under the Contract shall at all times be subject to and conditioned upon the provisions of the Contract.

3. COMPENSATION AND FEES

UTA shall pay Contractor in accordance with the payment milestones or other terms described in Exhibit B. If Exhibit B does not specify any milestones or other payment provisions, then payment shall be invoiced after the Software have been delivered and the Services have been performed. In no event shall advance payments be made.

4. INCORPORATED DOCUMENTS

a. The following documents hereinafter listed in chronological order, with most recent document taking precedence over any conflicting provisions contained in prior documents (where applicable), are hereby incorporated into the Contract by reference and made a part hereof:

1. The terms and conditions of this Software and Associated Services Supply Agreement (including any exhibits and attachments hereto).

2. UTA's RFP including, without limitation, all attached or incorporated terms, conditions, federal clauses (as applicable), drawings, plans, specifications and standards and other descriptions of the Software and Services;

3. Contractor's Proposal including, without limitation, all federal certifications (as applicable);

b. The above-referenced documents are made as fully a part of the Contract as if hereto attached or herein repeated. The Contract (including the documents listed above) constitute the complete contract between the parties.

c. If this procurement is funded by federal dollars, the mandatory FTA terms and conditions contained at Exhibit C will also apply.

5. ORDER OF PRECEDENCE

The Order of Precedence for this contract is as follows:

- UTA Contract including all attachments and terms and conditions

- UTA Solicitation Terms

- Contractor’s Bid or Proposal including proposed terms or conditions

Any contractor proposed term or condition which is in conflict with a UTA contract or solicitation term or condition will be deemed null and void.

6. LAWS AND REGULATIONS

Contractor and any and all Software and/or Services furnished under the Contract will comply fully with all applicable Federal and State laws and regulations, including those related to safety and environmental protection. Contractor shall also comply with all applicable licensure and certification requirements.

7. INVOICING PROCEDURES

a. Contractor shall submit invoices to UTA’s Project Manager for processing and payment in accordance with Exhibit B. If Exhibit B does not specify invoice instructions, then Contractor shall invoice UTA after delivery of all Software and satisfactory performance of all Services.

Invoices shall be provided in the form specified by UTA. Reasonable supporting documentation including cost and pricing data demonstrating Contractor’s entitlement to the requested payment must be submitted with each invoice.

b. Contractor shall invoice UTA after delivery of all Goods and satisfactory performance of all Services. Contractor shall submit invoices to ap@rideuta.com for processing and payment. In order to timely process invoices, Contractor shall include the following information on each invoice:

i. Contractor Name

ii. Unique Invoice Number

iii. PO Number

iv. Invoice Date

v. Detailed Description of Charges

c. Total Dollar Amount Due UTA shall have the right to disapprove (and withhold from payment) specific line items of each invoice to address non-conforming Goods or Services. Approval by UTA shall not be unreasonably withheld. UTA shall also have the right to offset (against mailto:ap@rideuta.com payments) amounts reasonably reflecting the value of any claim which UTA has against Contractor under the Contract. Payment for all invoice amounts not specifically disapproved or offset by UTA shall be provided to Contractor within thirty (30) calendar days of invoice submittal.

d. UTA shall have the right to disapprove (and withhold from payment) specific line items of each invoice to address non-conforming Software or Services. Approval by UTA shall not be unreasonably withheld. UTA shall also have the right to offset (against payments) amounts reasonably reflecting the value of any claim which UTA has against Contractor under the Contract.

Payment for all invoice amounts not specifically disapproved or offset by UTA shall be provided to Contractor within thirty (30) calendar days of invoice submittal to ap@rideuta.com . Invoices not submitted electronically will shall be paid thirty (30) calendar days from date of receipt by UTA’s accounting department.

e. Invoices must include a unique invoice number, UTA’s Purchase Order number, a description of the Good or Service provided, line-item pricing, total amount due, and must be submitted electronically to ap@rideuta.com.

8. WARRANTY OF SOFTWARE AND SERVICES

a. Contractor warrants that all Software (including hardware, firmware, and/or software products that it licenses) and Services shall conform to the specifications, drawings, standards, samples, and other descriptions made a part of (or incorporated by reference into) the Contract.

Contractor further warrants that all Software and Services shall be of the quality specified, or of the best grade if no quality is specified, and, unless otherwise provided in the Contract, will be new, and free from defects in design, materials and workmanship.

b. Contractor warrants that all Software and Services shall be in compliance with applicable federal, state, and local laws and regulations including, without limitation, those related to safety and environmental protection.

c. At any time for a period of two (2) years from the date that all Software have been delivered and all Services have been performed in accordance with the Contract, Contractor shall at its own expense promptly repair, replace and/or re-perform any Software or Services that are defective or in any way fail to conform to the Contract requirements.

d. If Contractor fails to promptly make any repair, replacement or re-performance as required herein, UTA may conduct the necessary remedial work at Contractor‘s expense. Contractor cannot void the warranty for repair, replacement or re-performance performed under these circumstances.

Provided that such repair, replacement or re-performance is conducted in a reasonable manner and with workmanship and care consistent with industry standards, Contractor shall reimburse UTA for the cost of any warranty repair, replacement or re-performance self-performed by UTA.

e. The foregoing warranties are not intended as a limitation but are in addition to all other express warranties set forth in the Contract and such other warranties as are implied by law, custom, and usage of trade. Contractor (seller) acknowledges that all warranties granted to the buyer by the Uniform Commercial Code of the State of Utah apply to the Contract. Product liability disclaimers and/or warranty disclaimers from the seller are not applicable to the Contract unless otherwise specified and mutually agreed upon elsewhere in the Contract. In general, Contractor warrants that: (1) the Good will do what the salesperson said it would do, (2) the Good will live up to all specific claims that the manufacturer makes in their advertisements, (3) the Software will be suitable for the ordinary purposes for which such items are used, (4) the Software will be suitable for any special purposes that UTA has relied on Contractor’s skill or judgment to consider when it advised UTA about the Good, (5) the Software have been properly designed and manufactured, and (6) the Software are free of significant defects or unusual problems about which UTA has not been warned. Nothing in this warranty will be construed to limit any rights or remedies UTA may otherwise have under the Contract.

9. OWNERSHIP OF DESIGNS, DRAWINGS, AND WORK PRODUCT

Any deliverables prepared or developed pursuant to the Contract including without limitation drawings, specifications, manuals, calculations, maps, sketches, designs, tracings, notes, reports, data, software, computer programs, models and samples, shall become the property of UTA when prepared, and, together with any documents or information furnished to Contractor and its employees or agents by UTA hereunder, shall be delivered to UTA upon request, and, in any event, upon termination or final acceptance of the Software and Services. UTA shall have full rights and privileges to use and reproduce said items.

To the extent that any deliverables include or incorporate preexisting intellectual property of Contractor, Contractor hereby grants UTA a fully paid, perpetual license to use such intellectual property for UTA’s operation, maintenance, modification, improvement and replacement of UTA’s assets. The scope of the license shall be to the fullest extent necessary to accomplish those purposes, including the right to share same with UTA’s contractors, agent, officers, directors, employees, joint owners, affiliates and contractors.

10. GENERAL INDEMNIFICATION

Contractor shall indemnify, hold harmless and defend UTA, its officers, trustees, agents, and employees (hereinafter collectively referred to as “Indemnitees”) from and against all liabilities, claims, actions, damages, losses, and expenses including without limitation reasonable attorneys’ fees and costs (hereinafter referred to collectively as “claims”) related to bodily injury, including death, or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of the failure of such Contractor to conform to federal, state, and local laws and regulations. If an employee of Contractor, a subcontractor, anyone employed directly or indirectly by any of them or anyone for whose acts any of them may be liable brings a claim against UTA or another Indemnitee, Contractor’s indemnity obligation set forth above will not be limited by any limitation on the amount of damages, compensation or benefits payable under any employee benefit acts, including workers’ compensation or disability acts. The indemnity obligations of Contractor shall not apply to the extent that claims arise out of the sole negligence of UTA or the Indemnitees.

11. INSURANCE REQUIREMENTS

The insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The Utah Transit Authority in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this contract by the Contractor, his agents, representatives, employees or subcontractors and Contractor is free to purchase additional insurance as may be determined necessary.

A. MINIMUM SCOPE AND LIMITS OF INSURANCE: Contractor shall provide coverage with limits of liability not less than those Stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a “following form” basis.

1. Commercial General Liability – Occurrence Form

Policy shall include bodily injury, property damage and broad form contractual liability coverage.

• General Aggregate $4,000,000

• Products – Completed Operations Aggregate $1,000,000

• Personal and Advertising Injury $1,000,000

• Each Occurrence $2,000,000

a. The policy shall be endorsed to include the following additional insured language: "The

Utah Transit Authority shall be named as an additional insured with respect to liability arising out of the activities performed by, or on behalf of the Contractor".

2. Automobile Liability

Bodily Injury and Property Damage for any owned, hired, and non-owned vehicles used in the performance of this Contract.

Combined Single Limit (CSL) $2,000,000

a. The policy shall be endorsed to include the following additional insured language: "The Utah Transit Authority shall be named as an additional insured with respect to liability arising out of the activities performed by, or on behalf of the Contractor, including automobiles owned, leased, hired or borrowed by the Contractor".

3. Worker's Compensation and Employers' Liability

Workers' Compensation Statutory

Employers' Liability

Each Accident $100,000

Dis…