Request for Proposals for

Microtransit Marketing Design Services for

SOUTH CENTRAL TRANSIT AUTHORITY (SCTA)

PROJECT #14-2026

May 2026

MICROTRANSIT MARKETING DESIGN SERVICES

REQUEST FOR PROPOSALS

SOUTH CENTRAL TRANSIT AUTHORITY

REQUEST FOR PROPOSAL

MICROTRANSIT MARKETING DESIGN SERVICES

The South Central Transit Authority (SCTA) that oversees Red Rose Transit Authority (RRTA), Lancaster County’s public transit system, is seeking proposals via PennBid for marketing design services for a new Microtransit transportation service. Proposals will be received via PennBid

(https://pennbid.bonfirehub.com) from qualified firms until 1:00 PM, prevailing time, on

Thursday, June 18, 2026. Proposals will be evaluated and the results will be posted via PennBid.

All proposals and contracts are subject to all applicable state and federal laws and to a financial assistance contract between the South Central Transit Authority, the County of Lancaster, the Pennsylvania

Department of Transportation and the Federal Transit Administration.

Proposers will be required to comply with all applicable Non-Discrimination, Non-Collusion, Lobbying, Debarment and Contractor Integrity laws and regulations, and to certify they are not on the Comptroller

General's list of ineligible contractors.

SCTA encourages disadvantaged business enterprise (DBE) participation, although this RFP does not have a DBE goal. DBE’s shall be afforded full consideration of their response and will not be subject to discrimination.

SCTA reserves the right to postpone, to accept or reject any and all proposals, in whole or in part, or to waive any and all informalities, as it deems to be in its best interest. Contract award is subject to the firm’s agreement with SCTA’s terms and conditions.

No proposals may be withdrawn for a period of sixty (60) days after the date set for the opening of proposals

All documents, specifications and solicitation details are available at no cost electronically at PennBid – https://pennbid.bonfirehub.com

Gregory Downing

Executive Director

South Central Transit Authority https://pennbid.bonfirehub.com/

INTRODUCTION

South Central Transit Authority (SCTA) is seeking proposals from qualified vendors to provide marketing services for the upcoming new Red Rose Transit Authority (RRTA) Microtransit

Service in Lancaster County, PA. Microtransit is a form of on demand-response transit service featuring flexible routing via shared-ride vehicles, typically hailed and dispatched using an app reservation tool. Among other tasks, the successful firm will assist with logo development, vehicle wrap design and branding creation for all advertising and promotion materials to educate and provide awareness of the new service to the Lancaster community.

SCTA also issued an RFP for Microtransit Software in May 2026, seeking proposals from qualified vendors to provide technology solutions and transportation services for the microtransit pilot program.

BACKGROUND

SCTA manages RRTA, which operates Red Rose Transit fixed-route and Red Rose Access shared-ride transportation services in Lancaster County. The 2023 SCTA Transit Development Plan

(TDP), finalized in March 2024, provided a strong foundation for exploring microtransit as a mobility solution in Lancaster County. The findings identified key themes for implementing more efficient and effective transit service, especially to areas not served by RRTA’s current fixed-route bus service. The new Microtransit service will add to RRTA’s existing public transportation options.

MICROTRANSIT SERVICE OVERVIEW

Microtransit, also known as “on-demand transit”, is a form of public transit that utilizes dynamic routing to create a flexible scheduling of vehicles based on real-time demand. This method of transit connects riders to the service vehicle via a mobile app or by phone to efficiently group passenger trips. Microtransit typically uses smaller vehicles, such as transit vans, to connect customers to key destinations within a service zone or to a bus stop to transfer for travel beyond the zone. A zone is a set geographical, boundary area where trips must start and finish. The current RRTA fixed-route system resembles a hub-and-spoke model, leaving numerous communities unserved by public transit. The benefits of microtransit service include opportunities to improve connectivity and expand service to underserved areas.

MICROTRANSIT FEASIBILITY STUDY

In 2025, SCTA conducted a microtransit feasibility study to identify and analyze areas that could support this type of additional transit service. The study evaluated a variety of service models, associated costs, and key considerations for implementing on-demand microtransit service within the serviceable area. To review the full Microtransit Feasibility Study documents, visit:

https://www.sctapa.com/what-were-about/about-us/microtransit-feasibility-study-2.

Out of the study three pilot zones were identified.

3 PILOT ZONES DETERMINED

Ephrata/Denver Zone

Leola/Eden Zone

Willow Street/Strasburg Zone https://www.sctapa.com/what-were-about/about-us/microtransit-feasibility-study-2

PROJECT GOAL

Develop a brand for the service including a logo, vehicle wrap and marketing materials that attract customers to the new service in their pilot areas.

SCOPE OF WORK

SCTA is planning on launching the new RRTA Microtransit service in Lancaster County on March

1, 2027, in all three pilot zones. RRTA already has Red Rose Transit, the fixed-route bus service and Red Rose Access, the shared-ride door-to-door service. The new Microtransit service would add a new type of service for the Lancaster community. Assistance is needed from a marketing firm to create a brand that compliments the existing RRTA services. SCTA is looking for assistance in brand development, design services, education and promotional marketing materials to launch the new service.

• Branded Color Scheme – SCTA envisions the Microtransit service to incorporate the color scheme of RRTA’s fixed-route bus colors and Red Rose Access vehicles in unique but complimentary design that communicates the new Microtransit Service.

• Design and Installation of Vehicle Wraps – SCTA would need assistance with designing the vehicle design. SCTA may need assistance with the installation of the vehicle wraps.

• Logo Design for Microtransit Service

• Printed & Digital Promotional Materials – SCTA anticipates needing to educate the community about the new service and how it works. Printed and Digital materials (Web

Banners, Social Media and Digital Advertising Creative will be needed.

• Note that SCTA will be selecting a Microtransit Software vendor that will work with

SCTA and the selected Marketing vendor to educate the public on how to use the app and service. The selected software vendor may have education and promotional materials that can be incorporated into final marketing materials.

PROPOSAL CONTENT

The proposal shall include the following elements:

1. A brief description of the firm, including history and ability to provide services, and its experience with similar organizations or projects.

2. A written summary of the project discussing the proposer’s understanding of SCTA’s project needs and the approach used by the proposer in addressing SCTA’s project needs.

3. The proposed schedule for implementing the work.

4. A representative sample of vehicle branding and promoting a new service related to SCTA’s goals.

5. A list of five (3) references for which similar work was performed. This list shall include the name of the entity for which the work was performed, the address of the entity and the contact person at the entity.

6. The identification and the qualifications of the key personnel who will be involved in the project.

7. A cost estimate for providing the services requested and identifying the number of hours, key personnel and hourly rates.

8. The bidder shall review the Attachment A “FTA and Commonwealth of Pennsylvania Third

Party Contract Provisions” and include the following signed certificates in its bid:

a. Non-Collusion Certificate – Certificate 1

b. Commonwealth Non-Discrimination/Sexual Harassment Clause – Certificate 2

c. Disadvantaged Business Enterprise – Certificate 3-1

d. Affidavit of Disadvantaged Business Enterprise – Certificate 3-2

e. Debarment - Suspension - Certificate 4

f. Contractor Integrity – Certificate 5

g. Federal Changes Acknowledgement - Certificate 6

h. Access to Records – Certificate 7

i. Certification of Lower-Tier Debarment - Certificate 8

j. Protest Procedures – Attachment A

k. Notice of Federal Requirements – Attachment B

9. The proposal shall be signed by an official authorized to bind the offer, and it shall contain a statement to the effect that the proposal is firm for a period of at least sixty (60) days from the closing date for the submission of proposals.

PROPOSAL SELECTION

The proposals received will be reviewed by 3 to 5 members of the SCTA staff. SCTA will issue a

Purchase Order to the successful proposer based on review of the proposals in accordance with the following criteria:

• Technical qualifications of the firm as presented through its understanding of the project and SCTA and its previous experience (10 points).

• Proposed approach to performing service, proposed staffing and proposed schedule (10 points).

• Cost (10 points).

At its discretion, SCTA may choose to meet with selected proposers to discuss the project and review examples of proposer’s work on similar projects prior to making a final decision.

SCTA reserves the right to postpone, to accept or reject any and all proposals, in whole or in part, or to waive any and all informalities, as it deems in its best interest.

GENERAL CONTRACT INFORMATION

A. The South Central Transit Authority (SCTA) is soliciting proposals from qualified marketing firms to provide marketing and design services to brand, educate and promote a for the new RRTA

Microtransit Service, an on-demand public transportation service in Lancaster County, Pennsylvania. Proposals shall be received no later than 1:00 PM, prevailing time, Thursday, June

18, 2026, via PennBid online

This new service will complement existing fixed-route bus and paratransit services, addressing service gaps in low-density, suburban, and rural areas while improving access to employment, healthcare, and essential services.

B. All proposals and contracts are subject to all applicable state and federal laws and to a financial assistance contract between the South Central Transit Authority and the County of Lancaster, the

Pennsylvania Department of Transportation and the U.S. Department of Transportation Federal

Transit Administration. The proposals received will be opened and reviewed by the review committee at the time and date specified. SCTA will award on best value procurement guidelines.

Late proposals will not be accepted. SCTA will not be responsible for late proposals.

C. SCTA reserves the right to postpone, to accept or reject any and all proposals, in whole or in part, or to waive any and all informalities, as it deems to be in its best interest. Contract award is subject to the firm's agreement to SCTA's terms and conditions.

D. All proposers are notified that SCTA reserves the right to delete or modify any task from the firm’s Scope of Services at any time during the course of the contract.

E. The Request for Proposals and all related forms contained herein are available electronically via

PennBid (https://pennbid.bonfirehub.com).

F. The submitter shall review Appendix A, “FTA and Commonwealth of Pennsylvania Third Party

Contract Provisions” as it prepares a Bid. The submitter shall include all required signed certificates with its submission.

GENERAL CONDITIONS

SCHEDULE

The following is the expected schedule of activities associated with this RFP:

1. Request for Proposals Advertised May 12, 2026

2. Deadline for receipt of questions May 28, 2026 by 3:00pm EST

3. Final Addendum Released June 4, 2026

4. Proposals Due June 18, 2026 by 1:00 pm EST

5. Steering Committee Proposal Reviews June 19 – June. 24, 2026

6. Presentations, if necessary, June 29 – July 1, 2026

7. Award of Contract July 15, 2026

B. Contract and Compensation Method

Following the selection of a qualified firm, a contract for services will be negotiated.

SCTA’s Sample Contract is included as Exhibit A. The term of the contract shall be One

(1) year. The services being provided are funded with Federal Transit Administration and

PennDOT funds. The required 3rd Party Contract clauses are contained in Appendix A.

All projects and materials to be developed must be pre-approved by SCTA. SCTA shall be invoiced monthly. Invoices are due by the fifth (5th) day of each month, unless otherwise approved by SCTA. Payments due to Contractor under the Contract will be made within thirty (30) days after the date the invoice from the Contractor is received by SCTA, provided that Contractor has submitted all of the information requested by SCTA in order to review and approve the invoice.

C. Disclaimer

SCTA shall not assume any costs for the preparation of this proposal. The material and concepts presented in the proposal may or may not be used as part of this project. All materials, written, printed, or otherwise developed as part of this project become the property of SCTA, FTA and PennDOT and can be used by SCTA, FTA or PennDOT at any time as part of its regular business activities.

D. Reporting: The Consultant will be required to provide monthly progress reports with its invoice referencing the Scope of Work and expenses to date.

E. Addenda: All questions, requests, or interpretation of the meaning of the specifications or other contract documents must be submitted via PennBid by 5:00 PM on Thursday, May

28, 2026. Any interpretations of this RFP and any supplemental instructions will be in the form of a written Addendum which will be posted online at PennBid no later than the close of business on Thursday, June 4, 2026. All addenda shall become part of the contract documents and shall be considered in the proposed prices.

F. Additional Claims: The successful Proposer shall make no claims and SCTA shall not be liable for additional payment or any other concession because of the Proposer’s misinterpretation or misunderstanding of the Contract, or failure to fully acquaint itself with any conditions relating thereto.

G. Price: The price proposal shall include all services to be performed. The Authority is exempt from payment of the Federal Excise, Transportation Tax and PA Sales tax.

H. Late Proposals: No late proposals will be accepted or considered.

I. Proposal Costs and Cancellation: SCTA reserves the right to cancel the award of the contract before execution if SCTA deems such cancellation to be in its best interest. In no event will SCTA have any liability for cancellation of such award. The proposer assumes sole risk and responsibility for expenses prior to execution of a contract.

J. Disadvantaged Business Enterprise (DBE) Participation:

1. 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%. SCTA’s overall goal for DBE participation is 3.4%. It is the policy of SCTA to practice nondiscrimination based on race, color, sex or national origin in the award or performance of this contract. All firms qualifying under this solicitation are encouraged to submit bids/proposals. The award of this contract will be conditioned upon satisfying the requirements of this specification/request for proposal. These requirements apply to all bidders/proposers, including those who qualify as a DBE.

2. 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 DOT-assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to:

(1) Withholding monthly progress payments; (2) Assessing sanctions; (3) Liquidated damages; and/or (4) Disqualifying the contractor from future bidding as non-responsible. Each contract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)).

3. A separate contract goal has not been established for this procurement. A bidder/proposer is encouraged to solicit and contract with DBE firms to perform portions of the work. A bidder/proposer utilizing a DBE firm shall submit the following information to SCTA: (a) The names and addresses of DBE firm(s) that will participate in the contract; (b) a description of the work that each DBE will perform;

and (c) the dollar amount of the participation of each DBE firm participating. The contractor will be required to report on the participation by the DBE firm(s) throughout the period of performance.

4. The bidder/proposer is required to complete and submit the following certificates as a matter of responsibility:

(a) Disadvantaged Business Enterprise Certification (Certificate 5-1)

(b) Affidavit of Disadvantaged Business Enterprise (to be completed by the DBE firm committed to participating in the contract (Certificate 5-2).

K. Prompt Payment:

1. Prompt Payment: The prime Contractor agrees to pay each subcontractor under this prime contract for the satisfactory performance of its contract no later than thirty (30) days from the receipt of each payment the Contractor receives from SCTA. Any delay or postponement of payment in accordance with the thirty (30) daytime frame may occur only for good cause following written approval of SCTA. This clause applies to both DBE and non-DBE subcontracts.

2. Retainage: The prime Contractor agrees to return retainage payments to each subcontractor within thirty (30) days after the subcontractor’s work is satisfactorily completed. Any delay or postponement of payment in accordance with the thirty (30) daytime frame may occur only for good cause following written approval of SCTA.

This clause applies to both DBE and non-DBE subcontractors.

3. Monitoring and Enforcement: SCTA has established, to monitor and enforce that prompt payment and return of retainage is occurring, a monthly DBE statement to be completed by the contractor. This statement is submitted to SCTA for the purpose of recording of prompt payment and successful completion of work duties assigned to

DBEs. Furthermore, depending on the size and scope of the work performed, construction management consultants may be used.

The Contractor shall notify SCTA in writing of any delay or postponement of payment beyond thirty (30) days and such written notification shall set forth, with appropriate documentation, the full details of the reasons upon which the Contractor is basing its actions. SCTA shall not be obligated to make a progress payment or a final payment to a Contractor who has failed to make payments promptly to its subcontractors for work performed, and for which SCTA has made payment, without good cause. The remedies

SCTA has available to enforce the DBE requirements contained in its contracts include, but are not limited to, the following:

Breach of contract action pursuant to the terms of the contract. The intent of proceeding will be to initiate corrective action on the part of the contractor. If the corrective action is not implemented, the contractor will be terminated in accordance with the terms of the contract. Inform the Pennsylvania Department of Transportation of any false, fraudulent, or dishonest conduct with regard to the DBE Program.

Beyond the power of SCTA within the contract terms, the Federal government has available the following mechanisms that apply to firms participating in the DBE program:

1) Suspension or debarment proceedings pursuant to 49 CFR Part 26.

2) Enforcement action pursuant to 49 CFR Part 31.

L. Insurance: Proposer and its subcontractor(s)/sub-consultant(s) shall be required to provide at their own cost and expense Workers Compensation Insurance complying with the requirements of the statutes of the jurisdiction(s) in which work will be performed;

General Liability Insurance with the limits of liability of not less than $2 million combined single limit, $1 million per occurrence for bodily injury, personal injury and property damage; Automobile Liability Insurance with the limits of liability of not less than $1 million per occurrence, combined single limit, for bodily injury and property damage liability; and Professional Liability Insurance with a $1,000,000 combined single limit on an occurrence basis (bodily injury and property damage). If the Professional Liability

Insurance policy is written on a claims made basis, the policy shall be maintained by the

Contractor for one (1) year after completion of its services.

M. Interim Reports: Interim reports will be sent electronically to SCTA at the completion of each task within each Phase of the Work Program.

N. Protest Procedures: SCTA has in place Protest Procedures that are in compliance with

FTA Circular 4220.1G. The “Protest and Appeal Procedures” are described in Appendix

A, “FTA and Commonwealth of Pennsylvania Third Party Contract Provisions.”

R. All proposals and agreements are subject to all applicable federal and state laws and to a financial assistance contract between SCTA, the Federal Transit Administration and the

Pennsylvania Department of Transportation.

S. SCTA reserves the right to postpone, to accept or reject any and all proposals, in whole or in part, or to waive informalities as it deems to be in its best interest.

T. Questions and Requests: Any questions concerning the RFP shall be submitted through

PennBid at https://pennbid.bonfirehub.com .

EXHIBIT A

SAMPLE CONTRACT

THIS AGREEMENT, made and entered into this ______ day of _________________, 20_____ by and between the SOUTH CENTRAL TRANSIT AUTHORITY of the Commonwealth of

Pennsylvania, whose principal place of business is located at 45 Erick Road, Lancaster, Pennsylvania

17601, Party of the First Part (hereinafter termed "SCTA") and ________________________________, whose principal place of business is located at

__________________________________________________________, Party of the Second Part

(hereinafter termed "Contractor").

WHEREAS, SCTA needs to acquire certain services hereinafter fully described and set forth in the

REQUEST FOR PROPOSAL (RFP), attached hereto and incorporated herein by reference as Exhibit A, in connection with an undertaking known as Microtransit Marketing Design Services (hereinafter called the

"PROJECT");

WHEREAS, Contractor, pursuant to SCTA's Request for Proposals, has submitted an acceptable

PROPOSAL dated , attached hereto and incorporated herein by reference as Exhibit B, to perform those services described in the Request for Proposals.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Contractor shall perform those services described in the REQUEST FOR PROPOSAL and

PROPOSAL, which are attached hereto and made a part of this Contract as Exhibit A and Exhibit

B, respectively, hereinafter called the "Work."

2. SCTA shall pay the Contractor, in consideration for performing the Work in conformity with the

RFP, a price not to exceed $ plus reimbursable expenses as more fully described in Exhibit C.

3. THE CONTRACT

3.1 The Contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, or agreements, either written or oral.

3.2 Order of Precedence. Contract documents consist of: (i) this Contract; (ii) the South

Central Transit Authority Request for Proposal and Addendum ____ (the "RFP") (see

Exhibit A); (iii) All Documents submitted by Contractor in their Proposal dated

(the "Proposal") (see Exhibit B); and (iv) Cost Document (Exhibit C). The Order of

Precedence of the Documents shall be (First) this Agreement; (Second) the RFP; (Third) the Proposal; and (Fourth) the Cost Document. Written modifications and amendments signed by both parties will take precedence over documents listed above. Whenever any conflict appears in any portions of the Agreement, it shall be resolved by application of the

Order of Precedence.

4. CONTRACT TERM

4.1 Consultant shall commence performance promptly upon the issuance of the Notice to

Proceed and terminate upon the satisfactory completion of all Contract tasks within one (1) year of the Notice to Proceed or as otherwise agreed to by the parties. Time is of the essence in the performance of services under the Agreement.

5. INDEMNIFICATION

5.1 Contractor agrees to defend, indemnify and hold harmless the County of Berks, the County of Lancaster and SCTA, its Board of Directors, officers, agents, servants and employees from and against any and all claims, judgments and awards, including court costs and reasonable counsel fees, (hereinafter collectively referred to as “Damages”) arising out of any claim, suit or action at law, in equity, or otherwise, of any kind or nature whatsoever, which may be brought against SCTA and/or any or all of the aforementioned acts arising out of any actions referenced in this agreement on account of any actual or alleged loss to property or injury to any person or persons (including death or mental injury), loss due to non-injury claims, including but not limited to harassment or violation of civil rights or violence to person or property. This shall include all losses Contractor's and its subcontractor’s officers, agents, servants, employees or third parties, arising directly or indirectly out of or related to the performance or nonperformance under this Agreement by the Contractor, and/or subcontractor(s), and/or their officers, agents, servants or employees, even if caused in part by any party indemnified hereunder, excepting only the sole negligence of SCTA. Contractor shall also be liable to SCTA for damages for loss of revenue, cost of money or capital, or loss of goodwill. SCTA will provide prompt notice within forty-five (45) days of obtaining knowledge of a claim subject to this indemnification and make available all information and assistance that the Contractor may reasonably request. This indemnification requirement shall apply notwithstanding any determination by any insurance carrier as to coverage or failure or lapse of coverage set forth within this Agreement.

The aforementioned indemnification provision shall survive and continue in full force and effect beyond the expiration or termination of this Agreement as to any claim arising out of this Agreement. Furthermore, in the event that a claim arises under this Agreement, the

Contractor has a duty to advise SCTA of the status of the claim in which Indemnification applies.

6. INSURANCE

6.1 Contractor shall procure and maintain, at its own cost and expense, during the entire period of the Contract or as otherwise stated, the types of insurance specified below. Within ten (10) days after receipt from SCTA of the notice of award of the Contract, the Contractor shall submit to SCTA a Certificate of Insurance giving evidence of the required coverage. All insurance shall be procured from insurers authorized to do business in the jurisdiction where operations are to be performed and with an A.M. Best’s Rating or A- or higher and VI or higher. In no event shall the Notice to Proceed be issued until the required Certificate of

Insurance has been submitted and reviewed by SCTA. The insurance shall provide for thirty

(30) days prior written notice to be given to SCTA in the event coverage is substantially changed, canceled or non-renewed. In all cases SCTA shall be named as an additional insured with respect to the services to be performed under this contract and the policies shall contain a waiver of subrogation against SCTA, its employees or agents.

6.1.1 Worker's Compensation Insurance - A policy complying with the requirements of the statutes of the jurisdiction(s) in which work will be performed, covering all employees.

6.1.2 General Liability Insurance - Policies issued to and covering liability imposed upon the Contractor with respect to all work to be performed and all obligations assumed by the Contractor, under the terms of this Agreement. Coverage under these policies, shall have limits of liability of not less than $3 million general aggregate, $1 million per occurrence, for bodily injury, personal injury and property damage.

6.1.3 Automobile Liability Insurance - A policy issued to and covering the liability of the

Contractor arising out of the use of all owned, non-owned, hired, rented or leased vehicles which bear, or are required to bear, license plates according to the laws of the jurisdiction in which they are operated. Coverage under this policy shall have limits of liability of not less than $1 million per occurrence, combined single limit, for bodily injury and property damage liability.

6.1.4 Professional Liability Insurance - A policy issued with a $1,000,000 combined single limit on an occurrence basis (bodily injury and property damage). If the policy is written on a claims made basis, it shall be maintained for one (1) year after completion of its services.

6.1.5 All insurances specified shall remain in force throughout this Contract or as otherwise specified. Failure to maintain such insurance in force as stipulated shall constitute a breach of this Contract.

7. INVOICES AND PAYMENT

7.1 In consideration for services rendered hereunder, SCTA shall pay to Contractor in accordance with the terms of the Contract all sums due and owing calculated with the rates set forth in

Exhibit C attached hereto and incorporated herein.

7.2 Payment will be made on a monthly basis upon submission of detailed invoices by Contractor specifying work completed as per the Contract and Task List and in the format agreed to by the parties. Such invoices shall not be for amounts inconsistent with the actual physical progress of the services Contractor has performed on the Project as determined by SCTA.

7.3 Payments due to Contractor under the Contract will be made within thirty (30) days after the date the invoice from the Contractor is received by SCTA, provided that Contractor has submitted all of the information requested by SCTA in order to review and approve the invoice.

7.4 The prime Contractor agrees to pay each subcontractor under this prime contract for the satisfactory performance of its contract no later than thirty (30) days from the receipt of each payment the Contractor receives from SCTA. Any delay or postponement of payment in accordance with the thirty (30) day time frame may occur only for good cause following written approval of SCTA. This clause applies to both DBE and non-DBE subcontracts.

The prime Contractor agrees to return retainage payments to each subcontractor within thirty

(30) days after the subcontractors’ work is satisfactorily completed. Any delay or postponement of payment in accordance with the thirty (30) day time frame may occur only for good cause following written approval of SCTA. This clause applies to both DBE and non-DBE subcontractors.

7.5 Contractor shall submit regular reports of the actual payments made to DBE firms for work committed to them at the time of contract award in the form required by SCTA.

7.6 Contractor shall prepare a report on the progress of the services performed each month during the term of the Contract.

8. ASSIGNMENT OF RIGHTS: DELEGATION OF DUTIES

8.1 Contractor shall not sell, assign, transfer, or dispose of any interests in this Contract without the prior written consent of SCTA thereto. SCTA shall not be obligated to give such consent.

8.2 Contractor shall not delegate any duty to be performed under this Contract other than to its employees without prior written consent of SCTA thereto. SCTA shall not unreasonably withhold its consent to such an assignment.

8.3 Any attempt by Contractor to assign or delegate its contract rights, except as set out above, shall give SCTA the right to terminate this contract with no further obligation to Contractor or anyone to whom the Contractor has attempted to assign, transfer, or delegate rights or obligations under this Contract.

9. RELEASE OF CLAIMS

9.1 The Contractor's acceptance of final payment from SCTA shall release in full all claims against SCTA under this Contract, except those claims that the Contractor gave notice thereof in writing to SCTA prior to such final payment.

10. CHANGES

10.1 Any change in this Contract shall be submitted to SCTA for its prior approval and, if approved, SCTA will make the change by a Contract modification to be executed by both parties. Oral Change Orders are not permitted. The Contractor shall be liable for all costs resulting from and/or satisfactorily correcting a Scope of Work change not proven ordered by written modification to the Contract.

10.2 SCTA may at any time, make changes within the general scope of this Contract, to the Scope of Work. If any such change causes an increase or decrease in the cost of, or the time required for, the performance of any part of the work, whether changed or not changed by any such order, an equitable adjustment shall be made in the Contract price, and the Contract shall be modified in writing accordingly.

10.3 Within five (5) calendar days after receipt of the Written Change Order to modify the

Contract, the Contractor shall provide SCTA a detailed price and schedule proposal for the work to be performed. This proposal shall be accepted or modified by negotiations between the Contractor and SCTA. At that time, a modification shall be executed in writing by both parties. Disagreements that cannot be resolved within negotiations shall be resolved in accordance with Section 13 (Disputes). Regardless of any disputes the Contractor shall proceed with the work ordered.

10.4 In the event any governmental entity adopts by statute, regulation, decree, dictate or any other mandatory matter that changes, decreases, increases or creates a new financial obligation and such statute, regulation, decree or dictate becomes effective after the date for receipt of proposal, an appropriate price change may be negotiated and resolved in the manner described above in this Section. Such price adjustments may be audited where required.

11. TERMINATION FOR CONVENIENCE

11.1 This Contract may be terminated by SCTA in whole, or in part, whenever SCTA at its sole and absolute discretion, determines that such termination is in the best interest of SCTA. Any such termination shall be by a Notice of Termination and specify the extent to which performance of work is terminated, and the date which such termination becomes effective.

After receipt of a Notice of Termination, and except as otherwise directed by SCTA, the

Contractor shall stop work on the date and to the extent specified in the Notice of

Termination; take no further action except as may be necessary for completion of such portion of the work that is not terminated; and terminate all orders and/or subcontracts to the extent that they relate to the work terminated. The Contractor shall be paid its costs, including contract close-out cost and profit on work performed up to the time of termination.

The Contractor shall promptly submit its termination claim to SCTA. If the Contractor has any property in its possession belonging to SCTA, the Contractor will account for same and dispose of it in a manner SCTA directs.

12. TERMINATION FOR DEFAULT

12.1 SCTA may, by written notice of default to the Contractor, terminate the Contract in whole or in part. If within ten (10) days (or such longer period as SCTA may authorize in writing) of receipt of a notice of default, the Contractor fails to cure such default, the Contract shall be deemed terminated subject to the other terms, conditions and provisions of this Contract. If the Contract is terminated in whole or in part for default, SCTA may procure, upon such terms and in such a manner that SCTA may deem appropriate, services similar to those being terminated. The Contractor shall be liable to SCTA for any excess costs for such service, and shall continue the performance of this Contract to the extent not terminated under the provisions of this section.

12.2 If, after Notice of Termination, it is determined for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall be the same as if the

Notice of Termination had been issued pursuant to Section 11.

12.3 The rights and remedies of SCTA provided in this clause are not exclusive and are in addition to any other rights and remedies provided by law or this Contract.

13. DISPUTES

13.1 Disputes arising in the performance of this Contract which are not covered by agreement of the parties shall be decided in writing by the authorized representative of SCTA. 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 SCTA's Executive

Director. 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 SCTA's

Executive Director shall be binding upon the Contractor and the Contractor shall abide by the decision.

14. SCTA REPRESENTATIVES

14.1 The individuals authorized by SCTA to act for SCTA are Gregory C. Downing, Executive

Director, and his designee.

15. CONTRACTOR REPRESENTATIVES

15.1 The Individual(s) authorized by the Contractor to act on its behalf are:

Name:

Title:

Address:

Phone:

16. COMMUNICATIONS

16.1 All communications and notices shall be in writing and shall be made by certified mail, return receipt requested or by a recognized delivery service within four business days, to the officers(s) or employee(s) of SCTA and of the Contractor designated below to receive such communications and notices. Telephone calls may be used to expedite communications and notices but shall not be official communications and notices unless confirmed in writing.

16.2 Communications and notices shall be considered received four (4) business days after being deposited in the mail, duly stamped and addressed, one (1) business day after forwarding via overnight express mail by the sender.

16.3 Notices to SCTA shall be addressed to:

Gregory C. Downing, Executive Director

South Central Transit Authority

45 Erick Road

Lancaster, Pennsylvania 17601

16.4 Notices to Contractor shall be addressed to:

Name/Title:

Address:

Phone:

16.5 Either SCTA or Contractor may change its address of record for receipt of official notice by giving the other written notice of such change and any necessary mailing instructions.

17. COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS

17.1 Contractor shall comply with all applicable laws, ordinances, and regulations of Federal, State and Local governments in effect during the term of this Contract. This Contract shall be construed in accordance with and governed by the laws of the Commonwealth of

Pennsylvania.

18. NOTICE OF FEDERAL AND STATE CONTRACT REQUIREMENTS

18.1 Contractor shall at all times comply with all applicable regulations, policies, procedures and directives attached hereto and made a part hereof as Appendix A, including without limitation those directly referenced in the Agreement (Form FTA MA (33) Dated April 25, 2025) between SCTA 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.

19. ADDITIONAL CLAIMS

19.1 Contractor shall make no claims and SCTA shall not be liable for additional payment or any other concession because of the Contractor's misinterpretation or misunderstanding of the

Contract, or of any failure to fully acquaint itself with any of the conditions relating thereto.

19.2 Contractor understands and agrees that any costs incurred prior to the effective date stated in

SCTA’s Notice to Proceed, even though incurred in the performance of services to be rendered under the Contract, are not allowable costs and Contractor will not be reimbursed by

SCTA for any such costs.

20. SUBCONTRACTORS AND KEY PERSONNEL

20.1 Contractor shall not make any substitution of a subcontractor/subconsultant, including those proposed as part of its compliance with the DBE requirements and certifications, who have previously been accepted by SCTA as part of the Contract, without prior authorization of

SCTA.

20.2 Contractor shall not substitute or reduce the level of participation of key personnel identified as participating in the work to be performed and previously accepted by SCTA as part of the

Contract without prior authorization of SCTA.

21. ADDITIONAL EXHIBITS

21.1 Contractor shall abide by all certifications and requirements attached hereto and made part hereof for all work performed in connection with this Contract.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the undersigned duly authorized officers, under seal, as of the day and the year first above written.

CONTRACTOR

ATTEST: ________________________________

Signature

Print Name

Title

Company Name

SOUTH CENTRAL TRANSIT AUTHORITY

ATTEST:

_______________________________ Gregory C. Downing

Executive Director

APPENDIX A

FTA and Commonwealth of Pennsylvania Third Party Contract Provisions

(12/29/2023 Updated 2/6/2026 Revisions)

The provisions listed below are required to be included in the designated procurements advanced by SCTA and FTA-funded and/or funded by PennDOT

THE FOLLOWING PROVISIONS ARE INCLUDED IN ALL FTA-FUNDED SMALL PURCHASE

PROCUREMENTS AND ABOVE (WITH APPLICABLE DOLLAR THRESHOLD NOTED):

NO GOVERNMENT OBLIGATIONS TO THIRD PARTIES:

SCTA and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal

Government in or approval of the solicitation or award of the underlying contract, absent the express written consent of the 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 SCTA, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.

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

2. PROGRAM FRAUD AND FRAUDULENT STATEMENTS:

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 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 this 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 or its subcontractors to the extent the Federal

Government deems appropriate.

The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA to SCTA under 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.

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 subcontractor who will be subject to the provisions.

3. FRAUD, WASTE, ABUSE OR OTHER LEGAL MATTERS NOTIFICATION TO FTA AND U.S.

DOT INSPECTOR GENERAL:

If a current or prospective legal matter that may affect the Federal Government emerges, the

Contractor must promptly notify the FTA Chief Counsel and the FTA Region III Counsel. The

Contractor must include a similar notification requirement in its subcontract agreements at every tier for any agreement that is a “covered transaction” according to 2 C.F.R. §§ 180.220 and 1200.220.

(a) The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason.

(b) Matters that may affect the Federal Government include, but are not limited to, the Federal

Government’s interests in the Award, the accompanying Underlying Agreement, and any

Amendments thereto, or the Federal Government’s administration or enforcement of federal laws, regulations, and requirements.

(c) Additional Notice to U.S. DOT Inspector General. The Contractor must promptly notify the U.S.

DOT Inspector General in addition to the FTA Chief Counsel or the FTA Region III Counsel, if the Contractor has knowledge of potential fraud, waste, or abuse occurring on a Project receiving assistance from FTA. The notification provision applies if a person has or may have submitted a false claim under the False Claims Act, 31 U.S.C. § 3729, et seq., or has or may have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bid rigging, misappropriation or embezzlement, bribery, gratuity, or similar misconduct involving federal assistance. This responsibility occurs whether the Project is subject to this Agreement or another agreement between SCTA and FTA, or an agreement involving a principal, officer, employee, agent, or Third Party Contractor of SCTA. It also applies to subcontractors at any tier.

Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a criminal or civil investigation by a Federal, state, or local law enforcement or other investigative agency, a criminal indictment or civil complaint, or probable cause that could support a criminal indictment, or any other credible information in the possession of the Contractor. In this paragraph, “promptly” means to refer information without delay and without change. This notification provision applies to all divisions of the Contractor, including divisions tasked with law enforcement or investigatory functions.

4. AUDIT AND INSPECTION OF BOOKS AND RECORDS

a. Audit and Inspection. The Contractor shall permit the authorized representatives of SCTA, U.S.

Department of Transportation, the Pennsylvania Department of Transportation and the

Comptroller General of the United States to inspect and audit all data and records of the

Contract or relating to its performance and its subcontracts under this Contract from the date of the Contract and for three (3) years after completion or termination of the Contract.

b. Record Retention. The Contractor further agrees to include in all their subcontracts hereunder a provision to the effect that the subcontractor agrees that SCTA, the U.S. Department of

Transportation, the Pennsylvania Department of Transportation and the Comptroller General of the United States or any of their duly authorized representatives shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers, and records of each Subcontractor, involving transactions related to the Subcontractor. The term "Subcontractor" as used in this clause excludes: (1) Purchase Orders not exceeding $10,000; and (2) subcontracts or Purchase Orders for public utility services at rates established for uniform applicability to the general public.

5. NOTICE OF FEDERAL REQUIREMENTS: The Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed herein, as they may be amended or promulgated from time to time during the term of this contract, unless the Federal Government determines otherwise. The Contractor’s failure to so comply shall constitute a material breach of this contract. Anything to the contrary herein notwithstanding, all

FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any SCTA requests which would cause SCTA to be in violation of the FTA terms and conditions.

FEDERAL CHANGES: The contract is subject to federal requirements that may be amended or modified during the term of the contract. The Contractor agrees to comply with all applicable federal statutes, regulations, executive orders, circulars, and directives, including those issued by the Federal Transit Administration (FTA), as they may be amended from time to time.

6. EQUAL EMPLOYMENT OPPORTUNITY: 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 and its subcontractors agree to comply with all applicable equal employment opportunity requirements in the

U.S. Department of Labor regulations,…