Revision Date: March 2020

UTAH TRANSIT AUTHORITY

REQUEST FOR PROPOSALS

26-04042DM

General Information Project Name Fire Alarm System Replacement & Upgrade Project Description

This project consists of the systematic replacement of existing conventional (zoned) fire alarm systems with fully addressable fire alarm systems across multiple Utah Transit Authority (UTA) campuses, including but not limited to administrative buildings, maintenance facilities, transit centers, operations centers, warehouses, and support structures.

Project Start Date May 2026

Contract Type Firm Fixed Price Funding Source X Local � State X Federal DBE Goal 0% Procurement Process Information RFP No. 26-04042DM Contract Administrator *All correspondence during RFP must be directed through the Contract Administrator.

Daniel Merritt 669 West 200 South Salt Lake City, Utah 84101

(801) 287-3325 dmerritt@rideuta.com

Evaluation Criteria:

• Technical (70 Points) o Meets or exceeds

Specification(s) o Experience and

Qualifications o Project Schedule

• Price (30 Points)

This is a best-value procurement. UTA will select the team whose proposal is most advantageous to UTA, considering both price and quality/technical factors. The technical factors will account for 70 points of the total evaluation. The price will be considered 30 points of the total evaluation. See Part 2 for more information on proposal content and the rating method.

Projected RFP Schedule:

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

A) Issue Request for Proposals April 9, 2026, 1:00 pm MST

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

April 16, 2026, 2:00 pm MST

C) Last Day for UTA to Issue Addenda and Clarifications April 16, 2026 MST

D) Deadline to Submit Proposals April 24, 2026, 2:00 pm

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

TBD if needed

Included as part of this RFP Part 1 – Project Specific Information Part 2 – Procurement Process Information Part 3 – Standard Solicitation Terms Part 4 – Standard Contract Terms / Sample Contract Part 5 – Standard Forms and Declarations Exhibit A – Statement of Work Exhibit B – Price Form Part 6 - Appendices Appendix I – Federal Clauses Appendix II – Federal Forms and Certifications Appendix III – Davis Bacon Wage Determination Appendix IV – UTA Quality Management Plan Appendix V – UTA Design Quality Procedures Appendix VI – UTA Construction Safety and Security Manual

Proposal Contents Page Limit

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

10 pages

Submittal Instructions

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

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

Signed Proposal Forms and Declarations and Federal Certifications (if required) Declarations (Part 5) Federal Forms and Certifications Bid Forms Bid Bond (5%) Performance Bond (100%) – Contractor will need to obtain and submit with proposal a letter showing bond capacity & that contractor can be bonded and submit with proposal submittal.

Bid Payment Bond (100%) - Required if awarded a contract when contract is signed.

Part 1 – Project Specific Information

A. GENERAL OVERVIEW

Utah Transit Authority (UTA) is soliciting sealed proposals from qualified, licensed fire alarm contractors to provide all labor, materials, equipment, engineering, supervision, and services necessary to replace existing conventional (zoned) fire alarm systems with new addressable fire alarm systems at multiple UTA campuses.

The UTA project manager will be the day-to-day contact person for UTA, and act as the liaison between UTA and the Contractor with respect to the work. UTA’s Project Manager shall also coordinate any design reviews, approvals, or other direction required from UTA with respect to the work.

The project stakeholders are the UTA groups that will occupy the building when completed and the UTA facilities group that will be responsible to maintain the finished building and site.

This contract will be a firm fixed price contract. It is anticipated that the contract term will be 24 months or less from notice to proceed. Contractors shall verify if this timeframe is reasonable and submit a schedule and narrative in the proposal to justify anything longer than 24 months.

PROJECT GOALS

• Improve life safety and compliance

• Provide point-specific device identification

• Increase system reliability and diagnostic capability

• Standardize fire alarm platforms across UTA facilities

• Reduce long-term maintenance costs

Work shall be executed in phases to maintain operational continuity of transit services.

PROJECT OBJECTIVES

• Replacing conventional zoned panels or out of date Addressable fire alarm control panels with modern and maintainable addressable fire alarm control panels (FACP).

• Replace smoke detectors, heat detectors, and manual pull stations where required for compatibility or condition.

• Reuse existing field wiring and conduit where compliant and in acceptable condition.

• Upgrade notification appliances where required for code compliance and synchronization.

Integrate systems with central monitoring and campus-specific life safety interfaces.

• Maintain continuous fire protection during construction.

B. THE UTAH TRANSIT AUTHORITY’S MANAGEMENT PHILOSOPHY

UTA’s management approach anticipates working with the contractor to timely identify and resolve issues, and construct a quality product in a timely manner. UTA uses Procore construction management software to manage and document the construction process.

C. GENERAL PROJECT DESCRIPTION

UTA seeks to modernize and standardize fire alarm systems across its facilities by:

modern and maintainable addressable fire alarm control panels (FACP)

• Replacing initiating devices (smoke detectors, heat detectors, manual pull stations) where required

• Upgrading notification appliances as required for code compliance

• Integrating fire alarm systems with sprinkler monitoring and building systems

• Improving reliability, diagnostics, and maintenance capabilities

Facilities may include administrative buildings, transit centers, bus maintenance facilities, operations centers, warehouses, and support buildings.

D. PROJECT FUNDING

The project funding is a combination of federal and local funds.

E. PROJECT BUDGET

Budget control is critical to project success. The contractor plays an important role in controlling costs by notifying UTA of unforeseen site conditions or discrepancies in the plans and specifications as soon as possible. Transparency and open book cost estimating is required for all change orders.

F. CONTRACT SCHEDULE

The Contractor shall identify in its proposal the schedule or timeframe anticipated to complete the project and should include plan and permit approvals, submittals, coordination with utility companies, all construction activities for the building and site, commissioning and final acceptance. The Contractor shall also identify any long lead items or equipment that impacts the project schedule. The Contractor shall provide a project schedule with a brief narrative of the status of work completed and upcoming work, along with a monthly estimate of cash flow for the project until completion.

UTA’s goal is to complete the project in 24 months or less.

G. EXPLANATION OF THE PRICE

The Contractor shall submit its price on the price forms included in the RFP. The contract will be a firm fixed price contract. Contractor bids should include all labor, materials, and overhead costs necessary to complete the project according to the plans and specifications.

H. DRAWINGS

Plans and specifications are provided.

SCOPE OF WORK

General Requirements

The Contractor shall provide a complete, fully operational, code-compliant addressable fire alarm system at each designated campus. Work includes engineering, demolition, installation, programming, testing, commissioning, documentation, and training.

All systems shall be non-proprietary unless otherwise approved by UTA.

4.2 Pre-Construction Services

• Conduct detailed site surveys of each facility.

• Inventory all existing fire alarm equipment and devices.

• Evaluate existing wiring for reuse suitability.

• Prepare engineered shop drawings.

• Perform battery standby and voltage drop calculations.

• Submit plans to Authority Having Jurisdiction (AHJ) for approval.

• Develop a site-specific phasing and outage plan.

• Attend pre-construction meetings with UTA.

4.3 Removal of Existing Equipment

• Remove existing conventional (zoned) fire alarm control panels.

• Remove incompatible initiating devices.

• Remove abandoned wiring in accordance with code.

• Dispose of removed equipment per environmental regulations.

• Maintain fire protection during demolition activities.

4.4 Installation – Addressable Fire Alarm System

4.4.1 Fire Alarm Control Panels

• Provide new addressable FACP sized for current load plus minimum 20% spare capacity.

• Provide SLC loops as required.

• Install remote annunciators at main entrances or security desks.

• Provide network capability for multi-building campuses where required.

• Provide power supplies and battery backup meeting code-required standby duration.

4.4.2 Initiating Devices

Replace or install new addressable devices including:

• Smoke detectors (photoelectric type unless otherwise approved)

• Heat detectors (fixed temperature and/or rate-of-rise)

• Manual pull stations

• Duct smoke detectors

• Specialty detection where required (e.g., high-bay detection in maintenance facilities)

Existing devices may be reused only if compatible with the proposed system and approved by UTA and

AHJ.

4.4.3 Notification Appliances

• Replace non-compliant horns, strobes, and horn/strobes.

• Provide synchronized audible/visual notification appliances.

• Ensure ADA compliance and proper candela ratings.

• Verify audibility in high-noise areas such as maintenance bays.

4.4.4 Monitoring & Interfaces

Provide addressable modules for monitoring and control of:

• Sprinkler waterflow and tamper switches

• Fire pump status (where applicable)

• Elevator recall

• HVAC shutdown

• Door release systems

• Other life safety interfaces as required

4.4.5 Wiring & Infrastructure

• Reuse existing wiring only where compliant with NFPA 72 and manufacturer requirements.

• Replace damaged or non-compliant wiring.

• Install new SLC circuits as required.

• Provide proper labeling of all circuits and devices.

• Install surge protection where necessary.

5. PHASING & OPERATIONAL CONSTRAINTS

UTA facilities are active transit operations. Contractor shall:

• Coordinate work to avoid service disruption.

• Perform work during off-hours where required.

• Provide temporary fire watch when systems are offline.

• Ensure no building is left without code-compliant fire protection.

• Coordinate closely with UTA Facilities and Operations.

6. CODES & STANDARDS

All work shall comply with the latest adopted editions of:

• NFPA 72 – National Fire Alarm and Signaling Code

• NFPA 70 – National Electrical Code

• International Building Code (IBC)

• International Fire Code (IFC)

• Utah State Fire Marshal requirements

• Local AHJ requirements

• ADA accessibility requirements

7. TESTING & COMMISSIONING

The Contractor shall:

• Perform 100% device testing.

• Conduct full functional system testing.

• Perform battery load and standby testing.

• Provide pre-test prior to AHJ inspection.

• Coordinate and attend final acceptance testing.

• Submit detailed test reports.

8. SUBMITTALS

Contractor shall provide:

• Product data sheets

• Shop drawings

• Sequence of operations

• Battery and voltage drop calculations

• NICET certifications

• Installation schedule

• Warranty documentation

• As-built drawings (hard copy and digital)

• Device address list

9. TRAINING

Provide on-site training for UTA Facilities personnel including:

• System overview

• Alarm acknowledgment and reset procedures

• Troubleshooting basics

• Report generation

• Emergency procedures

10. WARRANTY

• Minimum one (1) year warranty on parts and labor.

• Manufacturer warranties shall be transferred to UTA.

• Provide 24-hour emergency response during warranty period.

11. PROPOSAL REQUIREMENTS

Proposals shall include:

1. Company qualifications and experience

2. Proposed fire alarm manufacturer

3. Preliminary project schedule

4. Phasing approach

5. Lump sum pricing and/or unit pricing per campus

6. List of exclusions

7. Service support plan

Part 2 – Procurement Process Information

PROPOSAL FORMAT

Proposals must adhere to the following format:

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

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

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

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

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

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

PROPOSAL CONTENT

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

Cover Letter

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

Technical Proposal (70%) o Meet or exceed Specification(s) (40%)

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

o Experience and Qualifications (20%)

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

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

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

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

o Project Schedule (10%)

Proposer’s ability to meet the project schedule

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

• Proposal Declaration

Price Proposal (30%)

The price proposal shall be evaluated based on both price and cost realism. Price will be taken at face value, while cost realism will be evaluated based on whether the evaluator believes the Contractor’s price reflects a realistic understanding of the scope of effort and resources required to complete the project. Price proposals shall receive a rating from 0 to 30 based on the combined evaluation of price and cost realism.

PRICE SHALL BE SUBMITTED USING THE PRICE FORM PROVIDED IN PART 5 (IF APPLICABLE) AS SET FORTH IN THE COVER SHEET. THE PRICE FORM MUST BE UPLOADED IN EUNA AS A SEPARATE FILE

FROM THE TECHNICAL PROPOSAL.

WEIGHTING OF EVALUATION CRITERIA

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

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

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

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

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

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

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

Part 3 – Standard Terms of Solicitation

A. INSTRUCTIONS TO PROPOSERS

1. Submission of Proposals.

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

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

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

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

2. Federal Requirements.

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

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

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

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

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

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

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

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

3. Minimum Standards.

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

4. Confidential, Protected, and Public Information

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

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

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

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

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

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

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

UTA.

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

5. Submitting Questions to UTA

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

6. Requests for Approved Equals or Changes

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

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

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

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

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

7. Addenda to the Request for Proposals

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

8. Multiple or Alternative Proposals

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

9. Withdrawal of Proposals

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

10. Cost of Proposals

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

11. Examination of Request for Proposals

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

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

12. Firm Offer

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

B. SELECTION PROCESS

1. No Public Opening

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

2. UTA’s Procurement Options

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

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

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

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

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

• Decline to accept any Proposal.

• Re-advertise.

• Cancel the procurement or

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

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

3. Responsibility

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

4. Checking References

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

5. Requests for Clarification

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

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

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

6. Presentations / Interviews / Problem-Solving Exercises

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

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

7. Competitive Range

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

8. Discussions

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

9. Best and Final Offers

UTA may request Best and Final Offers from responsible offerors:

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

(b) Only if:

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

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

(iii) All cost proposals exceed the identified budget

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

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

10. Best Value Determination

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

11. Negotiations

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

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

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

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

12. Notice to Unsuccessful Proposers

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

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

13. Debriefs

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

14. Protests

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

All protests must include:

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

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

• The solicitation or project number; and

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

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

Chair, UTA Board of Trustees c/o Utah Transit Authority 669 West 200 South Salt Lake City, Utah 84101 Attn: Board Coordinator

CONTAINS TIME-SENSITIVE PROTEST MATERIALS

mailto:protests@rideuta.com

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

Part 4 – SAMPLE CONTRACT

GOODS AND SERVICES SUPPLY AGREEMENT

UTA CONTRACT #

[INSERT DESCRIPTION OF THE GOODS]

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

RECITALS

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

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

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

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

AGREEMENT

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

1. GOOD AND SERVICES TO BE PROVIDED BY CONTRACTOR

Contractor hereby agrees to furnish and deliver the Goods and/or Services in accordance with the Contract as described in Exhibit A (Statement of Work or Services) (including performing any installation, testing commissioning and other Services described in the Contract).

2. TERM[SELECT ONE OF THE FOLLOWING AND DELETE THE OTHER]

[OPTION 1 FOR “ONE-OFF” ORDER SCOPE]

This Contract shall commence as of the Effective Date. The Contract shall remain in full force and effect until all Goods have been delivered and all Services have been performed in accordance with the Contract (as reasonably determined by UTA). Contractor shall deliver all Goods and perform all Services no later than [INSERT REQUIRED COMPLETION DATE]. This guaranteed completion date may be extended if Contractor and UTA mutually agree to an extension evidenced by a written Change Order. The rights and obligations of UTA and Contractor under the Contract shall at all times be subject to and conditioned upon the provisions of the Contract.

[OPTION 2 FOR “DEFINITE PERIOD” CONTRACT]

This Contract shall commence as of the Effective Date. The Contract shall remain in full force and effect for purchases of Goods and Services (made via purchase order or other agreed order method) during a [INSERT INITIAL TERM LENGTH] - year period expiring [INSERT INITIAL TERM EXPIRATION DATE]. UTA may, at its sole election and in its sole discretion, extend the initial term for up to [INSERT NUMBER OF OPTION YEARS] additional one-year option periods, for a total Contract period not to exceed FIVE (5) years. Extension options may be exercised by UTA upon providing Contractor with notice of such election at least thirty (30) days prior to the expiration of the initial term or then-expiring option period (as applicable). The Contract may be further extended if the Contractor and UTA mutually agree to an extension evidenced in writing. The rights and obligations of UTA and Contractor under the Contract shall at all times be subject to and conditioned upon the provisions of the Contract.

3. COMPENSATION AND FEES

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

4. INCORPORATED DOCUMENTS

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

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

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

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

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

5. ORDER OF PRECEDENCE

The Order of Precedence for this contract is as follows:

1. UTA Contract including all attachments

2. UTA Terms and Conditions

3. UTA Solicitation Terms

4. Contractor’s Bid or Proposal including proposed terms or conditions

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

6. LAWS AND REGULATIONS

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

7. INSPECTION, DELIVERY AND TRANSFER OF TITLE

a. Upon UTA’s request, UTA’s representative shall be provided access to Contractor’s facilities to obtain information on production progress and to make inspections during the manufacturing or assembly process. Contractor will make reasonable efforts to obtain, for UTA, access to subcontractor facilities for the purposes described above. If the specifications include pre-shipment inspection requirements, Goods shall not be shipped until UTA or its designee has inspected the Goods, and authorized Contractor to proceed with the shipment.

b. Delivery of the Goods is a substantial and material consideration under the Contract.

Unless otherwise specifically set forth in the pricing schedule: (i) Contractor shall be solely responsible for the delivery of the Goods FOB to the delivery point specified in the Contract (or otherwise designated by UTA) and all costs related thereto are included in the pricing; and (ii) Contractor shall retain all liabilities and risk of loss with respect to the Goods until the Goods are delivered to, and accepted by, UTA.

c. After delivery, the Goods shall be subject to inspection, testing and acceptance by UTA, including any testing or commissioning process described in the specifications. UTA shall have the right to reject any Goods or Services that are defective or do not conform to the specifications or other Contract requirements. Goods or Services rejected shall be replaced, repaired or re-performed so as to conform to the Contract (and to UTA’s reasonable satisfaction). If Contractor is unable or refuses to correct such Goods within a time deemed reasonable by UTA, then UTA may cancel the order in whole or in part.

Any inspection and testing performed by UTA shall be solely for the benefit of UTA.

Neither UTA’s inspection of the production processes, production progress and/or Goods or Services (nor its failure to inspect) shall relieve Contractor of its obligations to fulfill the requirements of the Contract, or be construed as acceptance by UTA.

d. Contractor warrants that title to all Goods covered by an invoice for payment will pass to UTA no later than the time of payment. Contractor further warrants that upon submittal of an invoice for payment, all Goods and/or Services for which invoices for payment have been previously issued and payments received from UTA shall be free and clear of liens, claims, security interests or encumbrances in favor of Contractor or any subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided equipment, materials, and labor related to the equipment and/or work for which payment is being requested.

8. INVOICING PROCEDURES

a. Contractor shall invoice UTA after achievement of contractual milestones or delivery of all

Goods and satisfactory performance of all Services or in accordance with an approved progress or periodic billing schedule. Contractor shall submit invoices to ap@rideuta.com for processing and payment. In order to timely process invoices, Contractor shall include the following information on each invoice:

i. Contractor Name

ii. Unique Invoice Number

iii. PO Number

iv. Invoice Date

v. Detailed Description of Charges

vi. Total Dollar Amount Due

b. UTA shall have the right to disapprove (and withhold from payment) specific line items of each invoice to address non-conforming Software or Services. Approval by UTA shall not be unreasonably withheld. UTA shall also have the right to offset (against payments) amounts reasonably reflecting the value of any claim which UTA has against Contractor under the Contract. Payment for all invoice amounts not specifically disapproved or offset by UTA shall be provided to Contractor within thirty (30) calendar days of invoice submittal to ap@rideuta.com . Invoices not submitted electronically will shall be paid thirty (30) calendar days from date of receipt by UTA’s accounting department.

c. Invoices must include a unique invoice number, UTA’s Purchase Order number, a description of the

Good or Service provided, line-item pricing, total amount due, and must be submitted electronically to ap@rideuta.com.

9. WARRANTY OF GOODS AND SERVICES

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

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

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

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

d. If Contractor fails to promptly make any repair, replacement or re-performance as required herein, UTA may conduct the necessary remedial work at Contractor‘s expense. Contractor cannot void the warranty for repair, replacement or re-performance performed under these circumstances. Provided that such repair, replacement or re-performance is conducted in a reasonable manner and with workmanship and care consistent with industry standards, Contractor shall reimburse UTA for the cost of any warranty repair, replacement or re-performance self-performed by UTA.

e. The foregoing warranties are not intended as a limitation, but are in addition to all other express warranties set forth in the Contract and such other warranties as are implied by law, custom, and usage of trade. Contractor (seller) acknowledges that all warranties granted to the buyer by the Uniform Commercial Code of the State of Utah apply to the Contract. Product liability disclaimers and/or warranty disclaimers from the seller are not applicable to the Contract unless otherwise specified and mutually agreed upon elsewhere in the Contract. In general, Contractor warrants that: (1) the Good will do what the salesperson said it would do,

(2) the Good will live up to all specific claims that the manufacturer makes in their advertisements, (3) the Goods will be suitable for the ordinary purposes for which such items are used, (4) the Goods will be suitable for any special purposes that UTA has relied on Contractor’s skill or judgment to consider when it advised UTA about the Good, (5) the Goods have been properly designed and manufactured, and (6) the Goods are free of significant defects or unusual problems about which UTA has not been warned.