578-24.pdf

Invitation No.: 578-24 Location: Statewide Commodity: Marketing Support Multiple Award Pricing: http://www.dot.state.oh.us/Divisions/ContractAdmin/Contracts/PurchDocs/578pricing.xlsx

INVITATION TO BID (ITB)

State of Ohio, Department of Transportation

Office of Contract Sales, Purchasing Services Jack Marchbanks, Ph. D., Director

Bid Submission Deadline (Bid Opening Date):

June 6, 2023, at 1:00 p.m. eastern time

Submitted by:

Company Name:

Federal Tax ID No.:

Physical/Mailing Address: Remit to Payment Address:

Street Address:

P.O. Box:

City:

St:

Zip:

Contact Person and Phone Number:

(authorized to answer questions about your company’s bid)

E-Mail Address (required):

(person who filled out bid)

E-Mail Address (required):

(for notification of future bid opportunities)

Telephone Number 800 Number Fax Number

Return Properly Marked, Complete Bid Packages To:

contracts.purchasing@dot.ohio.gov - Paper bids will NOT be accepted.

VENDORS MUST SUBMIT ANY QUESTIONS, CLARIFICATIONS, OR INQUIRIES REGARDING THIS

PROCUREMENT VIA THE FOLLOWING WEBSITE:

https://www.dot.state.oh.us/Divisions/ContractAdmin/Contracts/Pages/PurchasePBQ1.aspx mailto:contracts.purchasing@dot.ohio.gov

Attachments to be submitted in the emailed bid response:

Completed Front Page (Separate Attachment)

Completed Signature Page (Separate Attachment)

Completed Affirmation and Disclosure form (Separate Attachment)

Completed Excel Pricing Page (Separate Attachment)

Anything Else You wish to Submit (Separate Attachments)

Send multiple emails, as needed, to complete your submission to contracts.purchasing@dot.ohio.gov - Paper bids will NOT be accepted.

Zip files CANNOT be sent.

We respond to every submission. If you don’t get a response from us saying, we received your bid within a day, reach out or resubmit.

Invitation No. 578-24

SECTION I. GENERAL OVERVIEW

1.1 Overview

• Purpose – The Ohio Department of Transportation (ODOT) is seeking consultants to assist subrecipients and ODOT with marketing support.

• Objective – To provide the Office of Transit and subrecipients with on-call support to improve branding and marketing materials, manage marketing campaigns, buy advertising, and general graphic design support. ODOT may also utilize this contract to assist with external materials for ODOT leadership, the Ohio legislature, and other key partners.

• Background – The ODOT Office of Transit works with 100+ transit agencies. Many of these agencies do not have in-house staff that can do graphic design or launch new marketing campaigns. These transit agencies are federally required to market their services. They are also required to communicate important information on civil rights and access for people with disabilities. ODOT requires rural transit agencies to have a website and a brochure to market their services. Redesigning these brochures will be a key part of this contract. Other work over the two-year period may include new rural transit agencies that will need assistance with their initial service launch and marketing campaign, event planning for ODOT-led transit conferences and events, marketing services for transit agencies that want to offer new services, marketing strategies, logo development, or buying advertisements such as radio ads, print ads, and social media ads.

• Bidding, Contract Type, Selection, and Cost –ODOT Office of Transit may select one or multiple vendors for this contract. ODOT will award an Indefinite Deliverable, Indefinite Quantity (IDIQ) task-based, cost reimbursement contract. The total contract amount is unknown, as each task will be autonomous. ODOT and the successful proposer(s) will negotiate the costs for each approved task, separate from and in addition to, all other approved tasks. However, under no circumstance will the unit costs for direct labor, the percent of allowances for overhead and general administration, or the net fee exceed the amounts or rates agreed upon prior to entering the contract. Contract(s) will run from July 1, 2023, through June 30, 2025.

• Pre-bid meeting – There will be a virtual pre-bid meeting hosted via Teams on May 11, 2023 at 9:30 A.M – 10:00 A.M. Meeting link

SECTION II. SCOPE OF WORK & SPECIFICATIONS OF DELIVERABLES

2.1 Scope of Work

The successful firm(s), or team of firms, will be required to assist with the following tasks:

• Task #1: Contract Management. Manage the contract, including the budget, staff resources, progress reports, and invoices. Hold regular meetings with ODOT staff to review progress on tasks.

• Task #2: Marketing. Assist subrecipients with the following items: logo design, marketing campaigns, developing a marketing strategy, developing and buying advertising (print, radio, and social media), creating promotional and educational videos, hosting marketing events to launch https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZWI0ZmE2MmItNGE3OS00ZGU0LWE2MjItZTIyY2VjYzY0ODM2%40thread.v2/0?context=%7b%22Tid%22%3a%2250f8fcc4-94d8-4f07-84eb-36ed57c7c8a2%22%2c%22Oid%22%3a%22500b03f4-43f1-4d96-812a-98946d80a37a%22%7d.

new services or rebrand existing services. This work will include meetings with agencies (virtually), site visits to assist with events, graphic design, brand strategy, and buying advertisement. End products from this task will include new marketing strategies, new brochures, new fliers, new logos, advertisements, events, or promotional materials/giveaways to assist with marketing campaigns. Assist ODOT Office of Transit with developing polished handouts to tell our story and communicate our successes with external partners. Also assist with materials for ODOT-sponsored conferences and events.

2.2 Specifications of Deliverables - There will be multiple deliverables for task #2.

Task/Activity/Product Responsible Party Start Date End Date

1. Contract Management Consultant team, ODOT

7/1/23 6/30/25

2. Marketing Consultant team, ODOT, transit agencies

7/1/23 6/30/25

SECTION III. Vendor Evaluation

3.1 Vendor Qualifications – proposals should demonstrate vendors qualifications or recent projects that demonstrate their ability to perform the proposed work. Proposals must include, at minimum:

• Experience in marketing within the past 5 years.

o References: Name, email, and phone number for at least two clients of these types of projects.

• Experience with public sector clients. Transit agencies are trying to get the word out about their services; make information easy to find, read, and comprehend; and provide a critical community service.

3.2 Staff Experience and Capabilities – proposals should demonstrate significant expertise by assigning staff to key leadership roles. Proposals must include, at minimum:

• Bios key staff proposed from vendor(s).

• Identify the Contract Manager and any other key staff.

• Staff experience in subject matters they are proposed to lead or work.

• Resumes/curriculum vitae of those key staff that describe appropriate education, experience and expertise needed for the project.

• Availability over the contract period. Vendor needs to some availability over the next few years to perform marketing services. Vendors should speak to their availability in their proposal.

3.3 Proposed Work Plan – proposals should demonstrate a clear and concise approach to helping transit agencies meet their goals of public awareness and education. Proposals must include, at minimum,

• Develop a cost proposal that includes: developing a marketing campaign for an agency transitioning into public transit, developing two social media ads for one agency, developing a marketing strategy for an agency adding a new service offering, develop an educational 1 minute video on how to ride transit, participating in six 1-hour meetings with ODOT staff for contract management, and producing monthly invoices for 12 months.

SECTION IV. Vendor Submission and Questions

4.1 Proposal Submission Requirements

Emailed submissions for this Request for Proposal will be received until 1:00PM eastern time on June 6, 2023 to the following email address:

contracts.purchasing@dot.ohio.gov

No proposals will be accepted after the date and time specified on this page. No hardcopy proposals will be accepted. ODOT reserves the right to reject any and all proposals. Timely receipt of proposals will be determined by the date and time the emailed proposal is received by the Office of Contracts. Receipt of proposals by any other mechanism other than email delivery to the Office of Contracts shall not be considered timely.

All materials submitted in accordance with this solicitation become the property of the State of Ohio and shall not be returned. All materials submitted in accordance with this solicitation shall remain confidential until Successful Proposer(s) are selected after Round 2 at which time all submitted information becomes part of the public record.

4.2 Inquires

Pre-proposal questions must be received no later than the close of business the Thursday prior to the scheduled opening date. An addendum being issued is dependent upon the information received and the impact on the competitive bidding process.

All pre-proposal inquiries must have the following: Name of the Sender, Contractor or Company Name, Phone Number, Project Number, Letting Date, a detailed description of the question.

Proposers are NOT to contact any other ODOT office, including District offices, for responses to pre-bid questions.

Department responses will be posted to the following website:

http://www.dot.state.oh.us/Divisions/ContractAdmin/Contracts/Purchase/PBQ- Answers.doc

Proposal Inquiries may be submitted at this link:

https://www.dot.state.oh.us/Divisions/ContractAdmin/Contracts/Pages/Purchase PBQ1.aspx

Based upon the content of any received questions/clarifications, proposal requirements may, solely at the discretion of ODOT, be modified, changed or deleted. Any such changes to this RFP will be communicated by addendum and published to the ODOT website at the following URL:

http://www.dot.state.oh.us/Divisions/ContractAdmin/Contracts/Lists/PurchaseUpc omingITBs/RFP.aspx

4.3 Proposal Response Format

The RFP Proposal response must contain information on how the Proposer intends to perform the services outlined in the RFP. Omission of required information may render a Proposer ineligible, and incomplete responses may result in the loss of points. The selected Proposer will become the Vendor of record with ODOT.

Proposers must submit a response for the following areas:

A. Vendor Qualifications (more details in section III) B. Staffing Experience and Capabilities (more details in section III) C. Proposed Work Plan (more details in section III) D. DBE Participation Plan E. Cost Proposal (submitted SEPARATELY ATTACHMENT) F. Completed Front Page G. Completed Signature Page H. Completed and signed required FTA Federal Clauses (Exhibit A & B)

Collectively, Parts A, B, and C may not exceed 15 pages.

DBE Participation Plan Although this procurement has no DBE contract goal, and thus has no minimum requirement for DBE participation, the Proposer must include a DBE Participation Plan documenting any proposed race-neutral DBE participation. Eligible DBEs are those certified by the Ohio Unified Certification Program and listed in the Ohio Unified DBE Directory (https://www.dot.state.oh.us/Divisions/ODI/SDBE/Pages/DBE-Directory.aspx).

http://www.dot.state.oh.us/Divisions/ContractAdmin/Contracts/Purchase/PBQ-Answers.doc http://www.dot.state.oh.us/Divisions/ContractAdmin/Contracts/Purchase/PBQ-Answers.doc https://www.dot.state.oh.us/Divisions/ContractAdmin/Contracts/Pages/PurchasePBQ1.aspx https://www.dot.state.oh.us/Divisions/ContractAdmin/Contracts/Pages/PurchasePBQ1.aspx http://www.dot.state.oh.us/Divisions/ContractAdmin/Contracts/Lists/PurchaseUpcomingITBs/RFP.aspx http://www.dot.state.oh.us/Divisions/ContractAdmin/Contracts/Lists/PurchaseUpcomingITBs/RFP.aspx https://www.dot.state.oh.us/Divisions/ODI/SDBE/Pages/DBE-Directory.aspx

The DBE Participation Plan must include one or more of the three items listed below, as applicable:

• Listing of DBE subconsultants including their names, their roles and responsibilities, their applicable NAICS code(s), and expected subcontract amounts

• A declaration that the proposer is a DBE and that the proposer is certified in applicable NAICS code(s) (specify)

• A declaration that the proposer expects no DBE participation on this contract

Cost Proposal The Proposer shall submit a SEPARATE Cost Proposal in the emailed response. Any proposal in which this Cost Proposal is not included will be considered non-responsive and the proposal will be rejected. The Proposer’s completed Cost Proposal shall become a part of the contract upon award of the contract.

The Cost Proposal shall be submitted in the Excel format. As a separate attachment from the proposal.

4.4 Sensitive Personal Information

It is the sole responsibility of the vendor submitting a proposal to remove all personal confidential information (such as home addresses and social security numbers) of vendor staff and/or of any subcontractor and subcontractor staff from resumes or any other part of the proposal package. Following submission to ODOT, all proposals submitted may become part of the public record. ODOT reserves the right to disqualify any vendor whose proposal is found to contain such prohibited personal information.

Technical Proposal Score Sheet

Scoring of Technical Proposal

Technical Proposals will be collectively scored by a Proposal Review Team (PRT) appointed by ODOT. For each of the evaluation criteria given in the score sheet, reviewers will collectively judge whether the technical proposal does not meet, partially meets, meets or exceeds each criterion, and assign the appropriate point value. The scoring is by consensus and one official score sheet will be completed for each technical proposal that is scored.

Criteria for Considering the Cost Proposal

The cost proposal will be reviewed by the PRT. The grand total of the vendor’s cost proposal will be divided by that vendor’s final technical proposal score. This compares the cost with the quality of the technical proposal, which will provide an average cost-per-quality point earned on the technical proposal.

ODOT may, at its sole discretion, negotiate with all technically qualifying vendors for a revised cost proposal. Vendors may then: 1) Submit one last and best offer; 2) request that ODOT view its original cost proposal as its last and best offer; or 3) May formally withdraw from further consideration. The vendor shall formally indicate its choice according to directions provided by ODOT at that time. Upon receipt of all last and best offers, ODOT will then consider those vendors’ revised cost proposals.

PHASE I: Initial Qualifying Criteria

The proposal must meet all of the following Phase I proposal acceptance criteria in order to be considered for further evaluation. Any proposal receiving a “no” response to any of the following qualifying criteria shall be disqualified from consideration.

ITE

M

PROPOSAL ACCEPTANCE CRITERIA YE

S

NO

1 Was the vendor’s proposal received by the deadline as specified in the

RFP?

2 Did the vendor submit a proposal comprised of a Technical Proposal and, in a separate, attachment, a Cost Proposal?

3 Did the vendor submit all necessary, and signed, required FTA clauses?

PHASE II: Criteria for Scoring of Technical Proposal

Qualifying technical proposals will be collectively scored by a Proposal Review Team (PRT) appointed by ODOT. For each of the evaluation criteria given in the following score sheet, reviewers will collectively judge whether the technical proposal exceeds, meets, partially meets or does not meet the requirements expressed in the RFP, and assign the appropriate point value, as follows:

0 6 8 10

Does Not Meet

Requirement

Partially Meets

Requirement

Meets Requirement

Exceeds Requirement

Technical Performance Scoring Definitions:

“Does Not Meet Requirement”- A particular RFP requirement was not addressed in the vendor’s proposal, Score: 0

“Partially Meets Requirement”-Vendor proposal demonstrates some attempt at meeting a particular RFP requirement, but that attempt falls below acceptable level, Score: 6

“Meets Requirement”-Vendor proposal fulfills a particular RFP requirement in all material respects, potentially with only minor, non-substantial deviation, Score: 8

“Exceeds Requirement”-Vendor proposal fulfills a particular RFP requirement in all material respects, and offers some additional level of quality in excess of ODOT expectations, Score: 10

A technical proposal’s total PHASE II score will be the sum of the point value for all the evaluation criteria. The review team will collectively score each individual qualifying proposal.

Technical proposals which do not meet or exceed a total score of at least 215 points (a score which represents that the selected vendor has the capability to successfully perform the project/program services) out of a maximum of 280 points, will be disqualified from further consideration, and its cost proposal will neither be opened nor considered. Only those vendors whose Technical Proposals meet or exceed the minimum required technical points will advance to PHASE III of the technical proposal score sheet.

ITE

M #

EVALUATION CRITERIA Weigh t

Doesn ’t

Meet

Partial Meets

Mee t

Excee d

WORK REQUIREMENTS

VENDOR QUALIFICATIONS AND

EXPERIENCE

1 Prior experience with marketing campaigns, marketing strategy, event planning, and branding. 3

2 Prior experience with buying advertisement 3

3 Prior experience with graphic design. 3

4 Prior experience with public sector clients. 2

STAFFING PLAN

5 Qualifications of personnel – (education, experience, and training) 4

6 Resumes including identification of Contract Manager. 3

7 Proposer’s staff plan connects qualified staff to each individual task and is appropriately staffed for expertise and experience. 2

The vendor has provided a clear and detailed response in terms of approach to transit agency and ODOT as clients and desired contract outcomes.

PROPOSED WORK PLAN

9 The vendor has demonstrated an understanding of the proposal. 1

The vendor has provided a clear and detailed response in terms of approach to transit agency and ODOT as clients and desired contract outcomes.

Column Subtotal of "Partially Meets" points Column Subtotal of "Meets" points Column Subtotal of "Exceeds" points

GRAND TOTAL SCORE:

Based upon the Grand Total Technical Score earned, does the vendor’s proposal meet or exceed the minimum technical score of 215 points?

Yes__________ No_____________ (If “No” vendor’s Cost Proposal will NOT be opened)

Cost Per Quality Point Vendors Total Submitted Cost: ________________ / Grand Total Technical Score:

Cost per Quality Point: _______________

The Technical Proposal with the lowest Cost per Quality point will be recommended for award of the contract.

If ODOT finds that one or more Proposals should be given further consideration, ODOT may select one or more of the highest-ranking Proposals to move to the next phase.

ODOT may alternatively choose to bypass any or all subsequent phases and make an award based solely on the Proposal evaluation phase.

Federal Clauses

ACCESS TO RECORDS AND REPORTS

a. Record Retention. The Contractor will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, leases, subcontracts, arrangements, other third party Contracts of any type, and supporting materials related to those records.

b. Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.334. The Contractor shall maintain all books, records, accounts, and reports required under this Contract for a period of at not less than three

(3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto.

c. Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information related to performance of this contract in accordance with 2 CFR § 200.337.

d. Access to the Sites of Performance. The Contractor agrees to permit FTA and its contractor’s access to the sites of performance under this contract in accordance with 2 CFR § 200.337.

RESTRICTIONS ON LOBBYING

Conditions on use of funds.

a. No appropriated funds may be expended by the recipient of a Federal contract, grant, loan, or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any of the following covered Federal actions: the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

b. Each person who requests or receives from an agency a Federal contract, grant, loan, or cooperative agreement shall file with that agency a certification, that the person has not made, and will not make, any payment prohibited by paragraph (a) of this section.

c. Each person who requests or receives from an agency a Federal contract, grant, loan, or a cooperative agreement shall file with that agency a disclosure form if such person has made or has agreed to make any payment using nonappropriated funds (to include profits from any covered Federal action), which would be prohibited under paragraph (a) of this section if paid for with appropriated funds.

d. Each person who requests or receives from an agency a commitment providing for the United States to insure or guarantee a loan shall file with that agency a statement, whether that person has made or has agreed to make any payment to influence or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with that loan insurance or guarantee.

e. Each person who requests or receives from an agency a commitment providing for the United States to insure or guarantee a loan shall file with that agency a disclosure form if that person has made or has agreed to make any payment to influence or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with that loan insurance or guarantee.

Certification and disclosure

(a) Each person shall file a certification, and a disclosure form, if required, with each submission that initiates agency consideration of such person for:

1. Award of a Federal contract, grant, or cooperative agreement exceeding $100,000; or

2. An award of a Federal loan or a commitment providing for the United States to insure or guarantee a loan exceeding $150,000.

(b) Each person shall file a certification, and a disclosure form, if required, upon receipt by such person of:

1. A Federal contract, grant, or cooperative agreement exceeding $100,000; or

2. A Federal loan or a commitment providing for the United States to insure or guarantee a loan exceeding $150,000, Unless such person previously filed a certification, and a disclosure form, if required, under paragraph (a) of this section.

(c) Each person shall file a disclosure form at the end of each calendar quarter in which there occurs any event that requires disclosure or that materially affects the accuracy of the information contained in any disclosure form previously filed by such person under paragraphs (a) or (b) of this section. An event that materially affects the accuracy of the information reported includes:

1. A cumulative increase of $25,000 or more in the amount paid or expected to be paid for influencing or attempting to influence a covered Federal action; or

2. A change in the person(s) or individual(s) influencing or attempting to influence a covered Federal action; or,

3. A change in the officer(s), employee(s), or Member(s) contacted to influence or attempt to influence a covered Federal action.

(d) Any person who requests or receives from a person referred to in paragraphs (a) or (b) of this section:

1. A subcontract exceeding $100,000 at any tier under a Federal contract;

2. A subgrant, contract, or subcontract exceeding $100,000 at any tier under a Federal grant;

3. A contract or subcontract exceeding $100,000 at any tier under a Federal loan exceeding $150,000; or,

4. A contract or subcontract exceeding $100,000 at any tier under a Federal cooperative agreement, Shall file a certification, and a disclosure form, if required, to the next tier above.

(e) All disclosure forms, but not certifications, shall be forwarded from tier to tier until received by the person referred to in paragraphs (a) or (b) of this section. That person shall forward all disclosure forms to the agency.

(f) Any certification or disclosure form filed under paragraph (e) of this section shall be treated as a material representation of fact upon which all receiving tiers shall rely. All liability arising from an erroneous representation shall be borne solely by the tier filing that representation and shall not be shared by any tier to which the erroneous representation is forwarded. Submitting an erroneous certification or disclosure constitutes a failure to file the required certification or disclosure, respectively. If a person fails to file a required certification or disclosure, the United States may pursue all available remedies, including those authorized by section 1352, title 31, U.S. Code.

(g) For awards and commitments in process prior to December 23, 1989, but not made before that date, certifications shall be required at award or commitment, covering activities occurring between December 23, 1989, and the date of award or commitment. However, for awards and commitments in process prior to the December 23, 1989 effective date of these provisions, but not made before December 23, 1989, disclosure forms shall not be required at time of award or commitment but shall be filed within 30 days.

(h) No reporting is required for an activity paid for with appropriated funds if that activity is allowable under either subpart B or

CIVIL RIGHTS LAWS AND REGULATIONS

The following Federal Civil Rights laws and regulations apply to all contracts.

1 Federal Equal Employment Opportunity (EEO) Requirements. These include, but are not limited to:

(a) Nondiscrimination in Federal Public Transportation Programs. 49 U.S.C. § 5332, covering projects, programs, and activities financed under 49 U.S.C.Chapter 53, prohibits discrimination on the basis of race, color, religion, national origin, sex (including sexual orientation and gender identity), disability, or age, and prohibits discrimination in employment or business opportunity.

(b) Prohibition against Employment Discrimination. Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, and Executive Order No. 11246,“Equal Employment Opportunity,” September 24, 1965, as amended, prohibit discrimination in employment on the basis of race, color, religion, sex, or national origin.

2 Nondiscrimination on the Basis of Sex. Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. § 1681 et seq. and implementing Federal regulations, “Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance,” 49 C.F.R. part 25 prohibit discrimination on the basis of sex.

3 Nondiscrimination on the Basis of Age. The “Age Discrimination Act of 1975,” as amended, 42 U.S.C. § 6101 et seq., and Department of Health and Human Services implementing regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, prohibit discrimination by participants in federally assisted programs against individuals on the basis of age. The Age Discrimination in Employment Act (ADEA), 29 U.S.C. § 621 et seq., and Equal Employment Opportunity Commission (EEOC) implementing regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, also prohibit employment discrimination against individuals age 40 and over on the basis of age.

4 Federal Protections for Individuals with Disabilities. The Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. § 12101 et seq., prohibits discrimination against qualified individuals with disabilities in programs, activities, and services, and imposes specific requirements on public and private entities. Third party contractors must comply with their responsibilities under Titles I, II, III, IV, and V of the ADA in employment, public services, public accommodations, telecommunications, and other provisions, many of which are subject to regulations issued by other Federal agencies.

Civil Rights and Equal Opportunity The Agency is an Equal Opportunity Employer. As such, the Agency agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the Agency agrees to comply with the requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications. Under this Contract, the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof.

1. Nondiscrimination. In accordance with Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, sex, disability, or age. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

2. Race, Color, Religion, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e et seq., and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual orientation and gender identity). Such action shall include, but not be limited to, the following:

employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

3. Age. In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§ 621634, U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in

Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any Implementing requirements FTA may issue.

4. Disabilities. In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

5. Promoting Free Speech and Religious Liberty. The Contractor shall ensure that Federal funding is expended in full accordance with the U.S. Constitution, Federal Law, and statutory and public policy requirements: including, but not limited to, those protecting free speech, religious liberty, public welfare, the environment, and prohibiting discrimination.

CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT

1. The Contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 74017671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 12511387). Violations must be reported to FTA and the Regional Office of the Environmental Protection Agency. The following applies for contracts of amounts in excess of $150,000:

Clean Air Act

(1) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

(2) The contractor agrees to report each violation to the Agency and understands and agrees that the Agency will, in turn, report each violation as required to assure notification to the Agency, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

(3) The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA.

Federal Water Pollution Control Act

(1) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.

(2) The contractor agrees to report each violation to the Agency and understands and agrees that the Agency will, in turn, report each violation as required to assure notification to the Agency, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

(3) The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA.”

CONFORMANCE WITH ITS NATIONAL ARCHITECTURE

Intelligent Transportation Systems (ITS) projects shall conform to the National ITS Architecture and standards pursuant to 23 CFR § 940.

Conformance with the National ITS Architecture is interpreted to mean the use of the National ITS Architecture to develop a regional ITS architecture in support of integration and the subsequent adherence of all ITS projects to that regional ITS architecture. Development of the regional ITS architecture should be consistent with the transportation planning process for Statewide and Metropolitan Transportation Planning (49 CFR Part 613 and 621).

DEBARMENT AND SUSPENSION

The Contractor shall comply and facilitate compliance with U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) "Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," 2 C.F.R. part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be:

a. Debarred from participation in any federally assisted Award;

b. Suspended from participation in any federally assisted Award;

c. Proposed for debarment from participation in any federally assisted Award;

d. Declared ineligible to participate in any federally assisted Award;

e. Voluntarily excluded from participation in any federally assisted Award; or

f. Disqualified from participation in any federally assisted Award.

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

The certification in this clause is a material representation of fact relied upon by the AGENCY. If it is later determined by the AGENCY that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the AGENCY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

DISADVANTAGED BUSINESS ENTERPRISE (DBE)

It is the policy of the Agency and the United States Department of Transportation ("DOT") that Disadvantaged Business Enterprises ("DBE’s"), as defined herein and in the Federal regulations published at 49 C.F.R. part 26, shall have an equal opportunity to participate in DOTassisted contracts.

The contractor or subcontractor 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 C.F.R. part 26 in the award and administration of DOTassisted 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 Agency 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 nonresponsible. 49 C.F.R. § 26.13(b).

Prime contractors are required to pay subcontractors for satisfactory performance of their contracts no later than 30 days from receipt of each payment the Agency makes to the prime contractor. 49 C.F.R. § 26.29(a).

Finally, for contracts with defined DBE contract goals, each FTA Recipient must include in each prime contract a provision stating that the contractor shall utilize the specific DBEs listed unless the contractor obtains the Agency’s written consent; and that, unless the Agency’s consent is provided, the contractor shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE. 49 C.F.R. § 26.53(f) (1).

ENERGY CONSERVATION

The contractor agrees to comply with mandatory standards and policies relating to energy efficiency, which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C.§ 6201).

EQUAL EMPLOYMENT OPPORTUNITY

During the performance of this contract, the contractor agrees as follows:

1. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment, or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause.

2. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

3. The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.

4. The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

5. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

6. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

7. In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

8. The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

NOTICE TO THIRD PARTY PARTICIPANTS

Federal requirements that apply to the Recipient or the Award, the accompanying Underlying Agreement, and any Amendments thereto may change due to changes in federal law, regulation, other requirements, or guidance, or changes in the Recipient’s Underlying Agreement including any information incorporated by reference and made part of that Underlying Agreement; and

Applicable changes to those federal requirements will apply to each Third-Party Agreement and parties thereto at any tier.

FLY AMERICA

a) Definitions. As used in this clause—

1) “International air transportation” means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States. 2) “United States” means the 50 States, the District of Columbia, and outlying areas. 3) “U.S.flag air carrier” means an air carrier holding a certificate under 49 U.S.C. Chapter 411.

b) When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 40118) (Fly America Act) requires contractors, Agency’s, and others use U.S.flag air carriers for U.S. Government financed international air transportation of personnel (and their personal effects) or property, to the extent that service by those carriers is available. It requires the Comptroller General of the United States, in the absence of satisfactory proof of the necessity for foreignflag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for international air transportation secured aboard a foreignflag air carrier if a U.S.flag air carrier is available to provide such services.

c) If available, the Contractor, in performing work under this contract, shall use U.S.flag carriers for international air transportation of personnel (and their personal effects) or property.

d) In the event that the Contractor selects a carrier other than a U.S.flag air carrier for international air transportation, the Contractor shall include a statement on vouchers involving such transportation essentially as follows:

Statement of Unavailability of U.S.Flag Air Carriers International air transportation of persons (and their personal effects) or property by U.S.flag air carrier was not available or it was necessary to use foreign flag air carrier service for the following reasons. See FAR § 47.403. [State reasons]:

e) Contractor shall include the substance of this clause, including this paragraph (e), in each subcontract or purchase under this contract that may involve international air transportation.

FEDERAL TAX LIABILITY AND RECENT FELONY CONVICTIONS

(1) The contractor certifies that it:

(a) Does not have any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and

(b) Was not convicted of the felony criminal violation under any Federal law within the preceding 24 months.

If the contractor cannot so certify, the Recipient will refer the matter to FTA and not enter into any Third-Party Agreement with the Third-Party Participant without FTA’s written approval.

(2) FlowDown. The Recipient agrees to require the contractor to flow this requirement down to participants at all lower tiers, without regard to the value of any sub agreement.

INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS

The provisions within include, in part, certain Standard Terms and Conditions required under the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR § 200), whether or not expressly set forth in the preceding contract provisions.

All contractual provisions required by DOT, detailed in 2 CFR § 200 or as amended by 2 CFR § 1201, or the most recent version of FTA Circular

4220.1 are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any request which would cause a violation of the FTA terms and conditions.

NO GOVERNMENT OBLIGATION TO THIRD PARTIES

The Recipient and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to the Recipient, 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.

NOTIFICATION TO FTA

If a current or prospective legal matter that may affect the Federal Government emerges, the Recipient must promptly notify the FTA Chief Counsel and FTA Regional Counsel for the Region in which the Recipient is located. The Recipient must include a similar notification requirement in its Third Party Agreements and must require each Third Party Participant to include an equivalent provision in its sub agreements at every tier, for any agreement that is a “covered…