Advertising_Services_(Addendum_#2_Revision).pdf

REQUEST FOR PROPOSALS

Advertising Services

#RFP 2026-01

FOR

METRO REGIONAL TRANSIT AUTHORITY

416 Kenmore Blvd.

Akron, Ohio 44301

PROPOSALS DUE:

February 19, 2026

4:00 pm

RFP RFP 2026-01

Table of Contents

Section 1 - Legal Notice Section 2 - Introduction Section 3 - General Information Section 4 - Bid and Proposal Information Section 5 - Contractor Employment Requirements Section 6 - Contract Award and Regulations Section 7 - Termination or Breach of Contract Section 8 - Contract Rights Section 9 - Payments

Section 10 - Federal Transit Administration (FTA) Requirements Section 11 - Scope of Work Section 12 - Evaluation Phases Section 13 - Pricing Proposal Section 14 - Vendor Questionnaire

Section 1 - Legal Notice

416 Kenmore Boulevard Akron, Ohio 44301-1099

(330) 762-7267 (330) 762-0854 FAX

LEGAL NOTICE

Notice is hereby given that METRO Regional Transit Authority (METRO) is requesting proposals for: Advertising Services

Detailed specifications are available by visiting https://procurement.opengov.com/portal/akronmetro.

Any questions should be submitted through the Question & Answer section of the project (RFP #RFP

2026-01) on METRO's OpenGov Portal.

All proposals must be submitted in accordance with requirements set forth in this proposal solicitation, and must be received within METRO's OpenGov portal before 4:00 pm on Thursday, February 19, 2026.

There will be NO public proposal opening.

In connection with the carrying out of this project, the Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, national origin, or handicap.

All Offerors are certifying that they are not debarred or suspended by the Federal Government by signing the proposal page.

METRO reserves the right to reject any and/or all proposals, to re-advertise for proposals and to waive any informality in any proposal and to determine the most responsive proposal by its own criteria, as described within the specification.

METRO further advises prospective Offerors that all proposals must be filed on the forms provided by the Authority, all required information in the Vendor Questionnaire section of this posting on OpenGov must be completed, and that all proposals must be in response to RFP# RFP 2026-01.

Akron Beacon Journal

Dawn Distler

Chief Executive Officer/Secretary-Treasurer January 08, 2026 and January 15, 2026 https://procurement.opengov.com/portal/akronmetro

Section 2 - Introduction

2.1 SUMMARY

INTRODUCTION/OVERVIEW

METRO Regional Transit Authority (METRO) is seeking outside advertising firm(s) to sell and maintain digital and print signage in and on our fleet of revenue vehicles, as well as the potential for future external digital signage. The vehicles range in size from 23.6’ to 65’. Advertisement options range from printed interior overhead signage, interior digital signage and complete vehicles wraps.

Vendors are encouraged to propose advertising for the transit agency’s locations and small businesses as well as larger clients. METRO is seeking a high-quality advertising program for our agency. We are seeking an agency that will help maximize the revenue paid to the agency.

The Contractor will work with the current in-house advertising sales manager to transition accounts to them and address space and billing logistics.

METRO provides transit service throughout Summit County in northeast Ohio and Express service between the cities of Akron and Cleveland. The 2024 population of METRO's service area is 538,370 (US

Census Bureau).

METRO established transit service in 1969. It directly operates a network of 24 fixed routes. Service is provided seven (7) days a week. METRO also offers an express commuter service known as Northcoast

Express, to and from Cleveland. This service is operated during peak hours from 6:50 am to 7:20 pm.

METRO operates a fleet of 225 revenue vehicles. METRO’s fleet consists of 133 standard 35, 40, and 60-foot transit buses and 92 smaller paratransit vehicles.

Space for advertising is available on all METRO revenue vehicles. The interior of the full size buses has overhead areas that are dedicated to advertisement inserts as well as interior digital displays, for which access is managed internally by METRO. The exterior of the full size buses offers both sides, including the window area and the rear of the vehicle (taillight area), with certain restrictions. No signage can be placed on the front of the buses due to manufacturer design, however full advertisement wraps are permitted, with certain restrictions. The inside passenger area of the paratransit vehicles are not equipped with sign holders, but vinyl decal type removable signage may be installed.

METRO’s average annual advertising sales over the last five years can be found here:

2021- 222,915.69

2022- 215,248.35

2023- 263,398.19

2024- 228,004.22

2025- 208,483.40

2.2 CONTACT INFORMATION

Jarrod Hampshire

Chief Operations Officer

416 Kenmore Blvd, Akron OH, 44333

Akron, OH 44301

Email: jarrod.hampshire@akronmetro.org

Phone: (330) 808-0144

Department:

Procurement

Department Head:

Patricia Taylor

Procurement Specialist

2.3 TIMELINE

RFP Issue Date January 8, 2026

Question Submission Deadline February 9, 2026, 4:00pm

Question Response Date February 11, 2026

Proposal Submission Deadline February 19, 2026, 4:00pm

Section 3 - General Information

3.1 TERMINOLOGY

“Bid” or “Proposal” refers to the document drafted and submitted by the Proposer(s)/Bidder(s) in response to the Request for Proposal.

“Bidder” or “Proposer” refers to the entity submitting the Bid or Proposal.

“Akron Metro Regional Transit Authority” (also referred to as “Akron Metro”, “Metro”, “Authority”, “Contractor”, “Buyer” or “Purchaser”) is the government entity who is soliciting proposals and bids with the RFP and/or IFB.

“Request for Proposals “or “Information for Bids” refers to the document prepared by the

Contractor/Buyer/Purchaser which outlines the scope of work of the Contractor’s project and is used to solicit for bids for the project.

3.2 PROPOSAL SUBMISSION

Proposers shall submit through METRO's OpenGov portal and no submittals will be recognized if they are not received through OpenGov. Scans or photocopies of all required certifications and attestations are acceptable at the time of bid but originals shall be requested if necessary and provided to METRO upon request. Oversize pages used for drawings or similar purposes are allowed. Proposals must set mailto:jarrod.hampshire@akronmetro.org tel:(330)808-0144 forth full, accurate, and complete information as required by the RFP. Each Proposal, complete with affidavits and certifications and all required attachments, shall be submitted through the OpenGov portal.

All proposals are due BEFORE 4:00 pm on Thursday, February 19, 2026. Proposals received by Akron

Metro after that date and time will not be opened or considered.

3.3 PROPOSAL REQUIREMENTS

Proposals shall be prepared in a clear, concise, and economical manner. Proposals should be organized in a simple and straightforward manner. Price page(s) should be submitted either within their own identified section or as a separate file upload following any requirements noted in the Vendor

Questionnaire. There is no page limitation or minimum document size, but any information the Proposer submits is expected to be concise and relevant to the RFP.

Proposals that do not adhere to the required format, are difficult to read or are deemed illegible by

Akron Metro and may be rejected.

Proposals shall contain the following items and follow the exact sequence outlined below:

1. RFP Cover Page, providing the following information:

a. Identification of the Bidder(s), including name, address, and phone number of the appropriate contact person at each firm.

b. Signature of a person authorized to bind the proposing firm to the terms of the

Proposal.

2. Proposer Experience (including a brief narrative on capabilities as specifically related to this project)

3.4 POSTPONEMENT OR CANCELLATION OF REQUEST FOR PROPOSALS

Akron Metro RTA reserves the right to cancel, amend, or re-issue this RFP at any time, or change the date and time for submitting proposals, by announcing same prior to the date and time established for

Proposal submittal.

3.5 EXAMINATION OF RFP AND CONTRACT DOCUMENTS

Bidders are expected to examine the scope of services required, schedules, instructions, and specifications, if any. Failure to do so will be at the Bidder's risk. It is the intent of these specifications to provide services of first quality, and the workmanship must be the best obtainable in the various trades.

The services, which the vendor proposes to furnish, must be high quality in all respects. No advantage will be taken by Contractor or vendor in the omission of any part or detail, which goes to make the services complete. All manner of workmanship and material used in the production of the services and not herein contained or specified shall be of the industry standard and shall conform to the best practices known in the industry. Contractor will assume responsibility for all equipment used in the proposed item, whether the same is manufactured by Contractor or purchased ready made from a source outside Contractor's company. It is the sole responsibility of Contractor to read the specifications and understand them.

The submission of a Proposal shall constitute an acknowledgment upon which Akron Metro RTA may rely that the Bidder has thoroughly examined and is familiar with the solicitation, including any work site identified in the RFP, and 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 Bidder to receive or examine such documents, work sites, statutes, regulations, ordinances, or resolutions shall in no way relieve the Bidder from any obligations with respect to its Proposal or to any Contract awarded pursuant to this RFP. No claim for additional compensation will be allowed which is based on lack of knowledge or misunderstanding of this RFP, work sites, statutes, regulations, ordinances, or resolutions.

Section 4 - Bid and Proposal Information

4.1 LEGAL ADVERTISEMENT FOR PROPOSALS

Advertisement for proposals for Advertising Services RFP 2026-01 by the METRO Regional Transit

Authority (METRO) appeared in the Akron Beacon Journal on January 08, 2026 and January 15, 2026, and will posted on our website on Thursday, January 8, 2026.

4.2 DURATION OF CONTRACT

Duration of the proposed contract shall be for four (4) years May 01, 2026 through May 01, 2030 period with one (1) option year.

4.3 BID

Sealed bids for the above will be received online at METRO's OpenGov portal, all bids are due before

4:00 pm on Thursday, February 19, 2026, and will not be publicly opened.

4.4 AMENDMENTS

No responses will be issued for requests for clarification or amendments ten (10) calendar days or less before the proposal due date. If you find ambiguity in the contract it must be brought up prior to bid closing date.

4.5 DISPOSITION OF CERTIFIED OR CASHIERS CHECK

Said certified or cashiers check to be forfeited to METRO as agreed amount of liquidated damages in case of failure to enter into a contract as above described. The check will be released or returned to the bidder in the case his bid is rejected.

In case the bid is accepted, the check will be returned after the contract has been signed. The check of the next lowest bidder will be retained until the lowest responsible bidder has signed. If he fails to do so, said check shall be further retained until the second lowest responsible bidder shall have signed; and in default hereof, the check shall be forfeited to METRO as liquidated damages.

4.6 FORM OF BID

Every bid must be made within METRO's OpenGov portal and must contain the full name of every person, firm, or corporation interested in the bid, and the address of the person, firm, or the president and secretary of the corporation bidding; and if a corporation, the name of the State in which it is incorporated.

4.7 NAME OF BIDDER

Each bid must contain a page that is clearly signed with the full name and address of each person interested in it. In case of a partnership, the firm name and address of each individual party must be given.

4.8 SIGNATURE OF BIDDER

Firm, corporate, or individual name of the bidder must be signed by the bidder in the space provided for the signature on the bid blank. In case of a corporation, the title of the officer signing must be stated and each officer must be thereunto duly authorized. In the case of a partnership, the signature of at least one of the partners must follow the firm name, using the term "member of firm." In case of an individual, use the term "doing business as" or "sole owner."

4.9 BIDDER AFFIDAVITS

Bidder is required to submit with his bid an affidavit stating that neither he nor his agents, nor any other party for him has paid or agreed to pay, directly or indirectly, any persons, firm, or corporation any money or valuable consideration for assistance in procuring or attempting to procure the contract herein referred to and further agreeing that no such money or reward will be hereafter paid. This affidavit must be on the form attached hereto and made part of this bid.

Each bidder, who is a foreign corporation, i.e., a corporation not chartered in Ohio, but licensed to do business in Ohio, is required to submit with his bid an affidavit duly executed by the President or

Executive Director of the corporation, stating in said affidavit that said foreign corporation had, in accordance with the provisions of the

Revised Code of the State of Ohio, obtained a certificate authorizing it to do business in the State of

Ohio. The certificates, or certified copies of same, are obtainable from the Office of the Secretary of

State, Columbus, Ohio.

4.10 SPECIFICATIONS TO BE PART OF THE CONTRACT

Specifications, statements, and the bid, which accompany the bids, which are accepted therewith, and which do not conflict with the provisions herein contained, shall be part of any contract that is entered into.

4.11 EXPLANATIONS (WRITTEN AND/OR ORAL)

Should a bidder find a discrepancy in or omissions from these specifications, or should there be any doubt as to their meaning, bidder shall at once make inquiry to the Director of Finance.

4.12 WITHDRAWAL OF BID

A submitted proposal may be withdrawn prior to the deadline for submission by clicking the "unsubmit" button. Once the proposal is unsubmitted/withdrawn, METRO has no response from the bidder. Any resubmission must be resubmitted prior to the submission deadline. If a proposers wishes to withdraw their proposal after the submission deadline, but prior to award of the contract, they should contact

METRO’s Procurement Officer immediately.

4.13 CONSIDERATION OF BID

All bids received in conformity with these specifications shall, as soon as possible be tabulated.

4.14 REJECTION OF ACCEPTANCE OF BIDS

The Executive Director reserves the right to accept or reject any or all bids, and any parts of any bid. In awarding a contract, the Executive Director reserves the right to consider all elements entering into the question of determining the responsibility of the bidder. Any bid which is incomplete, conditional, obscure, or which contains additions not called for, or irregularities of any kind, may be cause for rejection of the bid. In case of any discrepancy between the price written in the bid and that given in figures for any item, the price in writing will be considered as the bid.

4.15 UNACCEPTABLE BIDS

No bid will be accepted from or contract awarded to any person, firm, or corporation that is in arrears or is in default to METRO upon any debt or contract, or that is a defaulter as surety or otherwise upon any obligation to said Authority or has failed to perform faithfully any previous contract with the Authority.

Section 5 - Contractor Employment Requirements

5.1 WORKERS' COMPENSATION ACT

The Contractor shall comply with the State Law known as the Workers' Compensation Act and shall pay into the State insurance fund the necessary premiums required by the Act or elect and maintain status as a Qualified Self Insured as allowed by the Act to cover all employees furnishing said services to

METRO, and under the control of the Contractor, and shall relieve METRO from any costs due to accidents and other liabilities mentioned in said Act.

5.2 SOCIAL SECURITIES ACT

The Contractor shall be and remain an independent Contractor with respect to all services performed hereunder and agrees to and does hereby accept full and exclusive liability for payment of any and all contributions or taxes for social security, unemployment insurance, and old age retirement benefits or annuities now or hereafter imposed under any State and Federal law which are measured by the wages, salaries, or other remunerations paid to persons by the Contractor on work performed under the terms of this contract and further agrees to obey all lawful rules and regulations and to meet all lawful requirements which are now or may be issued or promulgated under said respective laws by any duly authorized State or Federal officials; and said Contractor also agrees to indemnify and save harmless the

Board of Trustees from any contributions or liability therefor.

5.3 EQUAL EMPLOYMENT OPPORTUNITY

In implementing the Project/Contract, the bidder/respondent may not discriminate against any employee or applicant for employment because of race, color, creed, sex, disability, age or national origin. The Recipient agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, sex, disability, age 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.

5.4 CIVIL RIGHTS LAW 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.

A. 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.

B. 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.

C. Age. In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§ 621- 634, 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.

D. 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.

E. 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

5.5 DBE PARTICIPATION REQUIREMENTS

o the extent authorized by applicable federal laws, regulations, or requirements, the Recipient agrees to facilitate, and assures that each Third Party Participant will facilitate, participation by small business concerns owned and controlled by socially and economically disadvantaged individuals, also referred to as

“Disadvantaged Business Enterprises” (DBEs), in the Underlying Agreement as follows:

A. Statutory and Regulatory Requirements. The Recipient agrees to comply with:

1. Section 11101(e) of IIJA;

2. U.S. DOT regulations, “Participation by Disadvantaged Business Enterprises in Department of

Transportation Financial Assistance Programs,” 49 CFR Part 26; and

3. Federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this Master

Agreement.

B. DBE Program Requirements. A Recipient that receives planning, capital and/or operating assistance and that will award prime third party contracts exceeding $250,000 in a federal fiscal year must have a DBE program that is approved by FTA and meets the requirements of 49 CFR Part 26.

C. Special Requirements for a Transit Vehicle Manufacturer (TVM). The Recipient agrees that:

1. TVM Certification. Each TVM, as a condition of being authorized to bid or propose on FTA-assisted transit vehicle procurements, must certify that it has complied with the requirements of

49 CFR Part 26; and

2. Reporting TVM Awards. Within 30 days of any third party contract award for a transit vehicle purchase, the Recipient must submit to FTA the name of the TVM contractor and the total dollar value of the third party contract using the Transit Vehicle Award Reporting Form on FTA’s website. The Recipient must also submit additional notifications if options are exercised in subsequent years to ensure that the TVM is still in good standing.

D. Assurance. As required by 49 C.F.R. § 26.13(a):

1. Recipient Assurance. The Recipient agrees and assures that:

a. It must not discriminate based on race, color, national origin, or sex in the award and performance of any FTA or U.S. DOT-assisted contract, or in the administration of its DBE program or the requirements of 49 CFR Part 26;

b. It must take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of U.S. DOT-assisted contracts;

c. Its DBE program, as required under 49 CFR Part 26 and as approved by U.S. DOT, is incorporated by reference and made part of the Underlying Agreement; and

d. Implementation of its DBE program approved by U.S. DOT is a legal obligation and failure to carry out its terms shall be treated as a violation of this Master Agreement.

2. Subrecipient/Third Party Contractor/Third Party Subcontractor Assurance. The Recipient agrees and assures that it will include the following assurance in each sub-agreement and third party contract it signs with a Subrecipient or Third Party Contractor and agrees to obtain the agreement of each of its Subrecipients, Third Party Contractors, and Third Party Subcontractors to include the following assurance in every sub-agreement and third party contract it signs:

a. The Subrecipient, each Third Party Contractor, and each Third Party Subcontractor must not discriminate based on race, color, national origin, or sex in the award and performance of any FTA or U.S. DOT-assisted sub-agreement, third party contract, and third party subcontract, as applicable, and the administration of its DBE program or the requirements of

49 CFR Part 26;

b. The Subrecipient, each Third Party Contractor, and each Third Party Subcontractor must take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of U.S. DOT-assisted sub-agreements, third party contracts, and third party subcontracts, as applicable;

c. Failure by the Subrecipient and any of its Third Party Contractors or Third Party

Subcontractors to carry out the requirements of this subparagraph 12.e(4)(ii) is a material breach of this sub-agreement, third party contract, or third party subcontract, as applicable;

and

d. The following remedies, or such other remedy as the Recipient deems appropriate, include, but are not limited to, withholding monthly progress payments, assessing sanctions, liquidated damages, and/or disqualifying the Subrecipient, Third Party Contractor, or Third

Party Subcontractor from future bidding as non-responsible.

E. Remedies. Upon notification to the Recipient of its failure to carry out its approved program, FTA or

U.S. DOT may impose sanctions as provided for under 49 CFR Part 26, and, in appropriate cases, refer the matter for enforcement under either or both 18 U.S.C. § 1001, and/or the Program Fraud Civil

Remedies Act of 1986, 31 U.S.C. § 3801, et seq.

Section 6 - Contract Award and Regulations

6.1 AWARD OF CONTRACT

The contract shall be awarded to the lowest and best overall bid meeting the minimum requirements as set forth in the specifications. METRO will pay no interest, finance, or carrying charges on our unpaid balance. There will be no down payment or prepayment made as part of this award.

6.2 PATENT RIGHTS IN DATA, INVENTIONS, AND COPYRIGHT REQUIREMENTS

1. Rights in Data - These following requirements apply to each contract involving experimental, developmental or research work:

2. The term "subject data" used in this clause means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the contract. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term

"subject data" does not include financial reports, cost analyses, and similar information incidental to contract administration.

3. The following restrictions apply to all subject data first produced in the performance of the contract to which this Attachment has been added:

a. Except for its own internal use, the Purchaser or Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the

Purchaser or Contractor authorize others to do so, without the written consent of the

Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public; this restriction on publication, however, does not apply to any contract with an academic institution.

4. In accordance with 49 C.F.R. § 18.34 and 49 C.F.R. § 19.36, the Federal Government reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for "Federal Government purposes," any subject data or copyright described in subsections (2)(b)1 and (2)(b)2 of this clause below. As used in the previous sentence, "for Federal Government purposes," means use only for the direct purposes of the Federal Government. Without the copyright owner's consent, the Federal

Government may not extend its Federal license to any other party.

5. Any subject data developed under that contract, whether or not a copyright has been obtained; and

6. Any rights of copyright purchased by METRO RTA or Contractor using Federal assistance in whole or in part provided by FTA.

a. When FTA awards Federal assistance for experimental, developmental, or research work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FTA determines otherwise, the Purchaser and the Contractor performing experimental, developmental, or research work required by the underlying contract to which this Attachment is added agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of that contract, or a copy of the subject data first produced under the contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of the underlying contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct. This subsection (c), however, does not apply to adaptations of automatic data processing equipment or programs for the Purchaser or Contractor's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects.

b. Unless prohibited by state law, upon request by the Federal Government, the Purchaser and the Contractor agree to indemnify, save, and hold harmless the Federal

Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Purchaser or Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. Neither METRO RTA nor the

Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal

Government.

c. Nothing contained in this clause on rights in data shall imply a license to the Federal

Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent.

d. Data developed by METRO RTA or Contractor and financed entirely without using

Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying contract to which this Attachment has been added is exempt from the requirements of subsections (b), (c), and (d) of this clause, provided that METRO RTA or Contractor identifies that data in writing at the time of delivery of the contract work.

e. Unless FTA determines otherwise, the Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA.

f. Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (i.e. a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc.), the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under

Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401.

g. The Contractor also agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with

Federal assistance provided by FTA.

6.3 INELIGIBLE CONTRACTORS / DEBARMENT AND SUSPENSION

This Contract is a covered transaction for purposes of 49 CFR Part 29. As such, the Contractor is required to verify that the Contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR

29.905, are not excluded, or disqualified as defined at 49 CFR 29.940 and 29.945.

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

6.4 DOMESTIC PREFERENCE

(a) The recipient or subrecipient should, to the greatest extent practicable and consistent with law, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards, contracts, and purchase orders under Federal awards.

(b) For purposes of this section:

(1) “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.

(2) “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

(c) Federal agencies providing Federal financial assistance for infrastructure projects must implement the Buy America preferences set forth in 2 CFR part 184.

6.5 AUDIT AND INSPECTION OF RECORDS

1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 CFR 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United

States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 CFR 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311.

2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 CFR 633.17, Contractor agrees to provide the Purchaser, the FTA

Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $250,000.

3. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the

Contractor shall make available records related to the contract to the Purchaser, the

Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection.

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

https://www.ecfr.gov/current/title-2/part-184

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

6. FTA does not require the inclusion of these requirements in subcontracts.

6.6 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 contractors access to the sites of performance under this contract in accordance with 2 CFR § 200.337.

6.7 SUBCONTRACT APPROVAL

Any subcontract the bidder may wish to enter into must be approved by prior to the execution of the subcontract, and all the requirements of the FTA third party contracts must be included within said subcontracts to gain approval of METRO.

6.8 OWNERSHIP OF DOCUMENTS

METRO and FTA will become owners of all documents prepared by the bidder upon payment for same by METRO, except any documents which may be protected by patent, lease or other written documents which provides proof of ownership.

6.9 AMENDMENTS TO THE CONTRACT

This agreement may be amended at any time, providing any amendment by staff is approved by resolution of METRO’s Board of Trustees.

6.10 CARGO PREFERENCE (WHERE APPLICABLE)

The Contractor agrees:

a. to use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels;

b. to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel.

c. requires Contractors and subcontractors at every tier to use United States flag air carriers, to the extent service by these carriers is available. When the contract may involve the international transportation of goods, equipment, or personnel by air, the contract must. 49 U.S.C. 40118 and 4 CFR Part 52.

6.11 ENVIRONMENTAL, RESOURCE CONSERVATION, AND ENERGY REQUIREMENTS

The Contractor and all of its subcontractors shall recognize mandatory standards and policies relating to the following requirements:

Energy Requirements

The contractor agrees to comply with the Energy Policy and Conservation requirements and are applicable to all contracts. The Recipient agrees to, and assures that its subrecipients, if any, will comply with the mandatory energy standards and policies of its state energy conservation plans under the Energy Policy and Conservation Act, as amended, 42 U.S.C. § 6201 et seq., and perform an energy assessment for any building constructed, reconstructed, or modified with federal assistance as required under FTA regulations, “Requirements for Energy Assessments,” 49 C.F.R.

part 622, subpart C.

Clean Water

The Clean Air and Clean Water Act requirements apply to each contract and subcontract exceeding $150,000. Each contract and subcontract must contain a provision that requires the recipient to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401–7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251– 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA)

Clean Air

FTA-funded projects must meet the requirements of the Clean Air Act. (42 U.S.C. § 7401 et seq.)

Recovered Materials

The Contractor agrees to comply with all the requirements of Section 6002 of the Resource

Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247.

6.12 PROCUREMENT OF RECOVERED MATERIALS

(a) A recipient or subrecipient that is a State agency or agency of a political subdivision of a State and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the

Resource Conservation and Recovery Act of 1976 as amended, 42 U.S.C. 6962. The requirements of

Section 6002 include procuring only items designated in the guidelines of the Environmental Protection

Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded

$10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

(b) The recipient or subrecipient should, to the greatest extent practicable and consistent with law, purchase, acquire, or use products and services that can be reused, refurbished, or recycled; contain recycled content, are biobased, or are energy and water efficient; and are sustainable. This may include purchasing compostable items and other products and services that reduce the use of single-use plastic products. See Executive Order 14057, section 101, Policy.

6.13 SEISMIC SAFETY REQUIREMENTS

The Contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of

Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The Contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project.

Section 7 - Termination or Breach of Contract

7.1 TERMINATION FOR CONVENIENCE (GENERAL PROVISION)

METRO may terminate this contract, in whole or in part, at any time with 30 days’ prior written notice to the Contractor when it is in the Government's best interest. The

Contractor shall be paid its costs, including contract closeout costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to METRO to be paid the Contractor. If the Contractor has any property in its possession belonging to METRO, the Contractor will account for the same, and dispose of it in the manner the METRO directs.

7.2 TERMINATION FOR DEFAULT [BREACH OR CAUSE] (GENERAL PROVISION)

If the Contractor does not deliver supplies in accordance with the contract delivery schedule. If the contract is for services, the Contractor fails to perform in the manner called for in the contract. If the

Contractor fails to comply with any other provisions of the contract, METRO may terminate this contract for default. Termination shall be effected by serving a notice of termination on the Contractor setting forth the manner in which the Contractor is in default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract.

https://www.govinfo.gov/link/uscode/42/6962 https://www.ecfr.gov/current/title-40/part-247

If it is later determined by METRO that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor.

METRO, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience.

7.3 OPPORTUNITY TO CURE (GENERAL PROVISIONS)

METRO in its sole discretion may, in the case of a termination for breach or default, allow the Contractor thirty (30) days in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions.

If Contractor fails to remedy to METRO’s satisfaction the breach or default or any of the terms, covenants, or conditions of this Contract within ten (10) days after receipt by Contractor or written notice from METRO setting forth the…