REQUEST FOR PROPOSAL

2026-06

CNG MAINTENANCE & MONITORING

Lextran

200 West Loudon Avenue

Lexington, KY 40508

RELEASE DATE: July 15, 2026

DEADLINE FOR QUESTIONS: August 5, 2026

RESPONSE DEADLINE: September 4, 2026, 2:00 pm

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

https://secure.procurenow.com/portal/lextran https://secure.procurenow.com/portal/%7bproject.government.code%7d

Lextran

REQUEST FOR PROPOSAL

CNG Maintenance & Monitoring

I. INTRODUCTION

II. SCOPE OF SERVICES

III. COST

IV. GENERAL TERMS AND CONDITIONS

V. PROPOSAL CONTENT AND SUBMISSION REQUIREMENTS

VI. EVALUATION PHASES

VII. PRICING PROPOSAL

VIII. STATE AND FEDERAL PROVISIONS

IX. VENDOR QUESTIONNAIRE

Attachments:

A - ATTACHMENT PICTURES OF CNG FACILITY

B - ATTACHMENT MODEL NUMBERS

C - CERTIFICATION OF RESTRICTIONS ON LOBBYING

D - CERTIFICATION OF CONTRACTOR REGARDING DEBARMENT, SUSPENSION, AND

OTHER INELIGIBILITY AND VOLUNTARY EXCLUSION

E - NON-COLLUSION AFFIDAVIT

F - CERTIFICATE OF PROCUREMENT INTEGRITY

G - FINANCIAL CAPACITY FORM

Request For Proposal #2026-06 Title: CNG Maintenance & Monitoring

1. INTRODUCTION

1.1. Summary

The Transit Authority of Lexington-Fayette Urban County Government, herein referred to as Lextran is issuing this Request for Proposals (RFP) to award a competitive contract to a firm for CNG maintenance & monitoring services.

Title: CNG Maintenance & Monitoring

Reference Number: 2026-06

Proposals for Furnishing the Product(s) / Service(s) Described Herein Will Be Received Until:

2:00 pm eastern time on Friday, September 4, 2026.

Proposals received after the time specified may not be considered for award.

Proposals shall be submitted online via Lextran's eProcurement Portal.

If you have any questions on this project, please submit your questions via the Q&A section on Lextran's eProcurement Portal. All questions, requests for clarification or comments concerning this RFP are due from proposers by end of day on Wednesday, August 5, 2026. Lextran’s response to questions will be provided as responses within the Q&A tab. For questions that require additional documentation or a change to the RFP document itself, Lextran will publish an addendum. Lextran intends to respond to questions as they come in, and responses will be provided no later than the question response date.

Lextran may reject any submissions that are incomplete or non-responsive or submitted after the deadline.

Lextran reserves the right to cancel or reissue this RFP, or to reject, in whole or in part, any and all submissions received in response to this RFP should Lextran determine that the responses received are unsatisfactory or that such cancellation or rejection is in the best interest of Lextran. Lextran further reserves the right to waive any minor technical deficiency or irregularity in a submission package. The determination of the selection criteria and the process for evaluating the proposal shall be in the sole and absolute discretion of Lextran. Lextran also reserves the right to require of each/any Proposer, information regarding financial responsibility and viability or such other information as Lextran determines is necessary to ascertain whether a proposal is in fact a responsible proposal.

Lextran reserves the right to publicly post bid tabulations containing vendor prices.

1.2. Background

Lextran, the Transit Authority of Lexington-Fayette Urban County Government, was established as it is known today in 1973 by the Commonwealth of Kentucky as a Mass Transportation Authority. Our mission “We serve people and our community with mobility solutions” is accomplished by focusing on three key pillars: Deliver high quality product and service, Demonstrate value to the community, and Manage and sustain resources.

Lextran provides 3.68 million fixed-route trips and 157,000 paratransit trips annually with service to residents and visitors of Lexington-Fayette County on 27 fixed routes, seven days a week, 365 days a year. With an annual combined operating and capital budget of $38 million, Lextran operates from a LEED certified headquarters employing over 200 team members with a 143-vehicle fleet for both fixed route and paratransit, including compressed natural gas, zero emission battery electric, diesel and gasoline powered vehicles.

https://procurement.opengov.com/portal/lextran

1.3. Contact Information

All questions related to this solicitation must be submitted in the Question and Answer section of OpenGov.

No person or entity submitting a proposal in response to this RFP, nor any officer, employee, agent, representative, relative or consultant representing such a person (or entity) may contact through any means or engage in any discussion concerning the award of this contract with any member of the Lextran Board of

Directors or any employee of Lextran during the period beginning on the date of proposal issue and ending on the date of selection of the Contractor. Any such contact would be grounds for disqualification of the proposer. Contact with Lextran Procurement Department staff must be limited to site visits and technical questions.

Deanna Istre

Purchasing Manager

200 W Loudon Ave

Lexington, KY 40508

Email: distre@lextran.com

Phone: (859) 244-2023

Department:

Procurement

1.4. Timeline

This solicitation timeline is subject to change. Any changes made to this solicitation will be published in the form of an Addendum.

Release Project Date July 15, 2026

Pre-Proposal Meeting (Non-Mandatory) July 21, 2026, 1:30pm

Agenda

Lextran – Zoom www.Zoom.com

Meeting Number: 810 6424 6755

Meeting Password: 029962

Join by Phone: 1(312)535-8110 https://us02web.zoom.us/launch/jc/81064246755

Question Submission Deadline August 5, 2026, 11:55pm

Response to Questions August 14, 2026 mailto:distre@lextran.com tel:(859)244-2023 https://government-project.s3.amazonaws.com/269212/a7744827-4fc0-4973-906e-dd9f342e64d5_Preproposal_Conference_Agenda.pdf http://www.zoom.com/ https://us02web.zoom.us/launch/jc/81064246755

Proposal Submission Deadline September 4, 2026, 2:00pm

Contractor Award Date October 28, 2026

Expected Contract Start Date December 11, 2026

2. SCOPE OF SERVICES

2.1. OVERVIEW

Lextran is seeking a firm to maintain and monitor the CNG fueling facility on a daily, weekly, yearly, at hourly intervals, and on an as needed basis. The services will include preventive, scheduled and repair maintenance on CNG facility equipment. The awarded firm must provide remote monitoring of system operation. A copy of maintenance records shall be kept at the project site and must be updated daily.

Maintenance records must also be kept electronically and Lextran shall receive copies of work orders monthly. Lextran shall also be allowed access to these electronic files without restriction.

Proposals will include a plan for how the proposer intends to transition the monitoring from the incumbent, including a transition timeline of events. To clarify, the timeline should not include specific calendar dates as that could change based upon final contract award; rather the timeline should indicate the number of days or weeks to complete each aspect of the transition as the proposer envisions it. The plan should clearly demonstrate an understanding of Lextran, its needs, and the requirements of this procurement.

Lextran has the following CNG equipment (pictures included in Attachment A) that will require monitoring and servicing:

A. ANGI compressor -Model is: Ariel JGQ/2

B. ANGI starter panel

C. Site Controller/Communication panel

D. ANGI Remote Communication Panel

E. Dryer

F. Allied Equipment CNG storage spheres

G. Dual Hose dispenser

The proposer will be responsible for all parts and consumables necessary to perform all preventive, scheduled, and repair maintenance. Responsibility will also include software, hardware, updates, and the operation of the CNG fueling facility, up to the dispensing of the gas into the vehicles. The successful proposer shall ensure service technician(s) assigned to repair and maintain the CNG fueling facility are appropriately equipped with all relevant tools, personal protective equipment, personal communication equipment, test equipment, lifting and handling equipment and vehicles required for normal, on-site maintenance activities of the equipment.

Each compressor and related controls, hardware, and de-fueling equipment shall be maintained in good and reliable working order. There shall be no gas leaks from any part of piping or equipment. The exterior of compressor equipment, enclosures and other related areas shall be maintained clean and rust free. The compressor compound and other areas shall be swept clean regularly. The gas detection system at the compressor and other areas shall always be maintained in good and reliable working condition. In the event that any component fails and is being repaired, Lextran must be immediately notified so that interim safety procedures can be put into action. The detection system shall be calibrated and tested. All testing and inspections that are required by state or federal requirements must be filed by the successful proposer on the behalf of Lextran.

The awarded firm shall provide Lextran annual operational training on general CNG safety, fueling/de-fueling, safety shut-downs, safety during fueling and emergency shut-downs.

2.2. PROJECTED VOLUME INFORMATION

The below chart shows total CNG usage for the past twelve (12) months. The successful proposer may expect a similar volume of usage throughout the contract.

Lextran currently has 42 CNG buses in its fleet and that number may increase during the life of the contract.

2.3. PREVENTIVE MAINTENANCE

Preventive maintenance is required to be completed in compliance with the manufacturer's specifications. The awarded contractor will be responsible for scheduling all site visits and will provide

Lextran with a report of each completed preventive maintenance visit.

Preventive maintenance activities include but are not limited to:

o Dryer (PSB)

▪ Check for alarms and notifications

▪ Check that the dew point reading is within tolerance

▪ Check filter differential pressure while running

▪ Check for gas leaks

▪ Check for Damage

▪ Check filters for condensation

▪ Check for alarms and notifications o Priority Panel and Gas Storage Inspection

▪ Check for alarms and notifications

▪ Dew point reading within tolerance

▪ Check filter differential pressure while running

▪ Check for gas leaks

▪ Check for Damage

▪ Check filters for Condensate o Fast Fill Inspection

▪ Check for alarms and notifications

▪ Check that the dew point reading is within tolerance

▪ Check filter differential pressure while running

▪ Check for gas leaks

▪ Check for Damage

▪ Check filters for Condensate o Site Inspection

▪ Check for alarms and notifications

▪ Check that the dew point reading is within tolerance

▪ Check filter differential pressure while running

▪ Check for gas leaks

▪ Check for Damage

▪ Check filters for Condensate o As Needed Preventive Maintenance:

o Compressors (ANGI)

▪ Perform oil change and replace oil filters

▪ Replace gas filters

▪ Pressure wash compressors

2.4. RESPONSE TIME

The proposer must have 24-hours per day, 7-days per week on-call maintenance capability to ensure the fueling facilities are always available in meeting transit operational requirements. In an emergency, it is expected a technical onsite presence would occur to address the situation as quickly as possible. The proposal must include a response time for all emergency calls, as this will be part of the scoring of this

RFP.

3. COST

3.1. COST

The Pricing Proposal (Section-7) must be completed as part of the proposal package. If there are fees or services to be considered that are not listed in the Pricing Proposal, the proposer must list these services and fees in their proposal.

Lextran would like to see the scheduled maintenance services priced as a fee per gallon. All unscheduled maintenance should be priced by hourly rates (regular and overtime), as well as price for parts and shipping, or any additional fees required.

The proposal must include the cost to perform the basic service which consists of both weekly and routine service detailed in this RFP. Any other services offered that are not listed in this RFP must be detailed. Include any formulas used to determine the service cost. The proposer should include any alternative maintenance scheduling plans that may reasonably fit with Lextran's operating schedule.

All parts must be provided at cost. All labor and materials are to be warrantied for one year from the date of installation.

Lextran will not pay for any work performed as part of any contracts awarded as a result of this RFP until it has received and accepted each deliverable.

The proposal shall document the costs for each aspect of this procurement, broken down, at a minimum, by each of the deliverables listed in this RFP.

4. GENERAL TERMS AND CONDITIONS

4.1. GENERAL TERMS AND CONDITIONS

Any contract awarded as a result of this RFP is expected to start on 12/11/2026 immediately following the expiration of the current contract.

In case of breach of duties or default, Lextran may, with good cause, terminate the contract upon thirty (30) days written notice prior to termination.

Lextran may terminate the contract at anytime upon sixty (60) days written notice prior to termination.

Terms of payment will be thirty (30) days after receipt of invoice. Lextran will not pay for a service until it has been performed or a good until it has been received. Lextran is tax exempt and will provide Certificate of

Exemption to the awarded firm.

The term of any contract awarded as a result of this RFP shall be for 3 years with 2 possible 1-year extensions

Any changes to the term or fees of the contract must be approved by Lextran in the form of a change order.

Lextran reserves the right to require of each/any Proposer, information regarding financial responsibility and viability or such other information as Lextran determines is necessary to ascertain whether a proposal is in fact a responsible proposal.

Proposers should note that the successful vendor must show no exclusions reported in SAM.GOV in order to be officially awarded any contract funded by federal dollars.

4.2. SAFETY REQUIREMENTS FOR LEXTRAN PREMISES

Awarded contractors must abide by all site safety regulations while on Lextran grounds, including but not limited to:

• Immediately checking in with the appropriate Lextran representative upon entering the site.

• A strictly enforced 5 mph speed limit.

• High visibility vests that have contractors company name and/or logo on the back for immediate identification.

• No smoking anywhere on site.

• No access to mechanics bays without proper clearance and personal protective equipment.

https://sam.gov/content/home

5. PROPOSAL CONTENT AND SUBMISSION REQUIREMENTS

5.1. SUBMISSION REQUIREMENTS

Incomplete proposals may render the proposal non-responsive.

There is a fifty (50) page limit for all proposal documents submitted, excluding the required forms and audited financial documents. Proposers should keep their submissions at or below this limit, or the proposal may be deemed non-responsive.

Lextran requests that proposals be concise, clearly addressing the evaluation criteria.

A copy of this RFP should NOT be included as part of the proposal. This RFP document will become part of the contract. Any edited versions of the RFP included in a proposal will not be accepted. This RFP/solicitation may only be modified by formal addendum issued by Lextran.

Proposals must be submitted via Lextran's eProcurement Portal.

Proposals must be received before 2:00 pm eastern time on Friday, September 4, 2026.

The proposer shall supply the following in their proposal:

• Authorized Letter: The proposal must be signed by an employee of the proposer's company with the authorization to submit a proposal on the company's behalf.

• Scope of Services Requirements: Proposers must review in detail the requirements listed in the scope of services for the proposal to remain compliant.

o Preventive Maintenance o Maintenance Schedule o Response time o Implementation Plan

• Insurance: Proposers must also be adequately insured to perform this work and provide documentation of coverage, including certification of insurance evidence. The successful proposer must also be willing to provide Lextran with proof of coverage on an on-going basis.

• Capacity: Proposers must show they have the financial, personnel and equipment capacity to hold a contract with Lextran. This section should include key personnel assigned to this project and include relevant resumes and/or experience. This section should NOT include sales materials, promotional offerings, or the like.

• References: Three (3) references including company name and address, contact person, phone numbers, and email addresses. References shall be able to speak to the quality of the services that have been provided. References shall be for clients of a similar nature to Lextran.

• The enclosed forms as listed below:

o Certification of Restrictions on Lobbying https://procurement.opengov.com/portal/lextran o Certification Regarding Debarment, Suspension and Other Ineligibility o Non-Collusion Affidavit o Certificate of Procurement Integrity o Financial Capacity

Redacted Proposals

Lextran does not require the submission of redacted proposals along with the original proposal file, however it is recommended. Lextran is subject to open records requests and therefore may be required to present a proposal as part of such a request. Lextran purchasing personnel will always strive to protect all proprietary information of our vendors, however, procurement staff may not be aware of what may be considered a

"trade secret". Providing a redacted proposal will help protect vendors trade secrets.

If a proposer does not wish to provide a separate, redacted file, they are more than welcome to mark any such information as "confidential" so those pages may be removed from an open records request file. Please keep in mind that only truly proprietary information can be marked as confidential, and an entire proposal document may not be marked as proprietary. Lextran has a responsibility to maintain public trust and transparency, so any information that is subject to KRS 61.870 through 61.884 must be provided on request.

5.2. IMPLEMENTATION PLAN

Proposals will include a plan for how the proposer intends to transition the monitoring from the incumbent, including a transition timeline of events. To clarify, the timeline should not include specific calendar dates as that could change based upon final contract award; rather the timeline should indicate the number of days or weeks to complete each aspect of the transition as the proposer envisions it.

The plan should clearly demonstrate an understanding of Lextran, its needs, and the requirements of this procurement.

5.3. CAPACITY

The proposer shall demonstrate they have sufficient capacity to handle the Lextran account. This includes financial, personnel and equipment/facility capacity. Proposers must also be adequately insured to perform this work and provide documentation of coverage. The successful proposer must be willing to provide

Lextran with proof of coverage on an on-going basis.

The awarded firm shall ensure that all personnel shall be appropriately trained on the CNG facility equipment and hold current and relevant qualifications and/or certifications. The awarded firm will be responsible for the safe management, handling and off-site disposal of all waste materials generated as result of the maintenance/upkeep of the Fueling Facility including, but not limited to, hazardous materials (solids and liquids including compressor oil and dryer desiccant) and general refuse resulting from equipment/material packaging, rags, scrap metal, etc.

Financial capacity can be demonstrated by including a letter of recommendation from a financial institution, or any other method that is generally accepted in governmental contracting.

Personnel capacity can be demonstrated by documenting the firm has a sufficient number of employees to handle the Lextran account and that those employees have the proper training/experience and certifications to do the work.

5.4. EXPERIENCE AND REFERENCES

The proposer shall document their previous experience in performing the tasks outlined in this RFP.

Proposers should call out any work done for other transit agencies or customers similar in nature to Lextran.

Proposers will also document the qualifications of the firm to provide this work, including the qualifications of any specific individuals assigned to the project.

Proposers will provide a minimum of three (3) references that can speak directly to the quality of work done by the proposer. References must include company name, contact name, phone number (with extension where applicable), and email address. Reference should be notified in advance to inform them they will be contacted by Lextran personnel.

Lextran will email a standard reference form to all references, therefore it is imperative that email addresses are up-to-date and accurately entered to avoid unanswered reference requests.

6. EVALUATION PHASES

EVALUATION DISCLAIMER:

This document is a Request for Proposals (RFP) and is a “best value” procurement and not a "lowest cost" procurement.

Proposers acknowledge that the selection of the winning Proposer is inherently subjective and that Lextran reserves the right to reject any and all submissions at its discretion.

Proposals should be concise and should address the evaluation criteria and information requested. Proposals containing generalized marketing materials are discouraged and may result in a lower evaluation score.

No. Evaluation Criteria Scoring Method Weight (Points)

1. Overall Value to Lextran, Including Cost of

Service

Evaluation will consider the total cost of services and the overall value offered to

Lextran, including:

• Hourly labor rates

• Service call fees

• Emergency response pricing

• Transparency and completeness of pricing

• Long term cost effectiveness

• Value added services

Lowest cost will not automatically receive the highest score. Value, clarity, and reasonableness of pricing will be considered.

Points Based 30 (30% of Total)

2. Response Time

Evaluation will consider the proposer’s demonstration of:

• Ease of access to assistance

• Average response times

• Emergency response times

Proposals should clearly reflect an understanding of the scope and provide thoughtful, tailored responses rather than generic statements.

Points Based 30 (30% of Total)

3. Demonstration of Understanding of Lextran’s

Needs

Evaluation will consider the proposer’s demonstrated understanding of:

• Lextran’s facility environment

• Any additional services provided

Proposals should clearly reflect an understanding of the scope and provide thoughtful, tailored responses rather than generic statements.

Points Based 20 (20% of Total)

4. Demonstration of Financial Stability, Equipment, Facility and Personnel capacity

Evaluation will consider:

• Demonstrated capacity to support the Lextran account

• Availability of personnel and resources

• Proposed account management structure

• Identification of primary and backup contacts

• Escalation procedures

Points Based 20 (20% of Total)

7. PRICING PROPOSAL

The proposal shall document the costs for each aspect of this procurement, broken down, at a minimum, by each of the deliverables listed in this RFP.

Lextran will not pay for any work performed as part of any contracts awarded as a result of this RFP until it has received and accepted each deliverable.

Line Item Description Unit of

Measure Unit Cost No Bid Notes

1 All In Monthly Per GGE Rate (Weekly

Inspections & Scheduled Maintenance including parts & labor)

Per GGE Rate

2 Preventive Only Monthly Per GGE

Rate Per GGE Rate

3 Unscheduled Maintenance Hourly

Rate Per Hour

4 Emergency/After-Hours Repair

Maintenance Hourly Rate Per Hour

5 Truck Fee Per Trip

6 Miscellaneous Fee Each

7 Miscellaneous Fee Each

8 Miscellaneous Fee Each

9 Miscellaneous Fee Each

8. STATE AND FEDERAL PROVISIONS

8.1. OPEN RECORDS NOTIFICATION

All information appearing within the proposal is subject to public inspection as per the Kentucky Open

Records Act, KRS 61.870. Any proprietary information eligible to be excluded from an open records request must be clearly marked as such on each individual page on which proprietary information appears. Proposers may not make a blanket or all-inclusive confidentiality/proprietary statement. For the purpose of determining an eligible exclusion, KRS 61.878 describes proprietary information in the following manner:

“Upon and after July 15, 1992, records confidentially disclosed to an agency or required by an agency to be disclosed to it, generally recognized as confidential or proprietary, which if openly disclosed would permit an unfair commercial advantage to competitors of the entity that disclosed the records”.

8.2. GOVERNING LAW

All contractual agreements shall be subject to, governed by, and construed according to the laws of the

Commonwealth of Kentucky.

8.3. REQUIRED FEDERAL CLAUSES

The Transit Authority of Lexington-Fayette Urban County Government (Lextran) is a recipient of federal funds and is mandated to follow specific guidelines in the procurement of goods and services. The following clauses shall be incorporated by reference into any contract that results from this solicitation.

Definitions used herein:

-The terms “respondent, bidder, proposer, and contractor” mean the offeror or vendor.

-The terms “the Authority” and “recipient” (as in recipient of FTA funds) mean the Transit Authority of

Lexington-Fayette Urban County Government (Lextran).

-The term “USDOT” means the United States Department of Transportation.

-The term “FTA” means the Federal Transportation Administration.

8.4. ACCESS TO THIRD PARTY RECORDS AND REPORTS

(1) 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, sub-agreements, leases, subcontracts, arrangements, other third-party agreements of any type, and supporting materials related to those records.

(2) Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with C.F.R. § 200.333. The Contractor shall maintain all books, records, accounts, and reports required under this Contract for a period of 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.

(3) Access to Records. The Contractor agrees to provide sufficient access to the Federal Transit

Administration (FTA), the U.S. Secretary of Transportation or the Secretary’s duly authorized representatives, the Comptroller General of the United States, the Comptroller General’s duly authorized representatives, and the duly authorized representatives of Lextran to inspect and audit records and information related to the performance of this Contract as reasonably may be required.

(4) Access to the Sites of Performance. The Contractor agrees to permit those individuals listed above access to the sites of performance under this Contract as reasonably may be required.

8.5. ADA ACCESSIBILITY

Facilities to be used in public transportation service must comply with the Americans with Disabilities Act, 42

U.S.C. § 12101 et seq.; DOT regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49

C.F.R. part 37; and Joint Access Board/DOT regulations, “Americans with Disabilities (ADA) Accessibility

Specifications for Transportation Vehicles,” 36 C.F.R. part 1192 and 49 C.F.R. part 38. Notably, DOT incorporated by reference into Appendix A of its regulations at 49 C.F.R. part 37 the Access Board’s

“Americans with Disabilities Act Accessibility Guidelines” (ADAAG), revised July 2004, which include accessibility guidelines for buildings and facilities. DOT also added specific provisions to Appendix A of 49

C.F.R. part 37 modifying the ADAAG with the result that buildings and facilities must comply with both the

ADAAG and the DOT amendments.

8.6. BREACHES AND DISPUTE RESOLUTION

Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of Lextran’s General Manager. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the General Manager. In connection with any such appeal, the

Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the General Manager shall be binding upon the Contractor, and the Contractor shall abide be the decision.

Performance During Dispute - Unless otherwise directed by Lextran, Contractor shall continue performance under this Contract while matters in dispute are being resolved.

Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the other party or of any of its employees, agents or others for whose acts it is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage.

Remedies- Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between Lextran and the Contractor arising out of or relating to this agreement or its breach will be decided in a court of competent jurisdiction within Kentucky.

Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by Lextran or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.

This clause applies to all contracts in excess of $25,000.

8.7. BUILD AMERICA/BUY AMERICA

The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. part 661 and 2 CFR § 200.322 Domestic preferences for procurements, which provide that Federal funds may not be obligated unless all steel, iron, and manufactured products used in FTA funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R.

§ 661.7.

Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C), 49 U.S.C. § 5323(u) and 49 C.F.R.

§ 661.11. Domestic preferences for procurements.

Construction materials used in the Project are subject to the domestic preference requirement of the Build

America, Buy America Act, Pub. L. 117-58, div. G, tit. IX, §§ 70911 – 70927 (2021), as implemented by the U.S.

Office of Management and Budget, the U.S. Department of Transportation, and FTA. The Recipient acknowledges that this agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b).

The bidder or offeror must submit to the Agency the appropriate Buy America certification. Bids or offers that are not accompanied by a completed Buy America certification will be rejected as nonresponsive. For more information, please see the FTA’s Buy America webpage at: https://www.transit.dot.gov/buyamerica

8.8. CIVIL RIGHTS REQUIREMENTS

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

The Contractor and any subcontractor agree to comply with all the requirements prohibiting discrimination on the basis of race, color, or national origin of the Title VI of the Civil Rights Action of 1964, as amended 52

U.S.C 2000d, and U.S. DOT regulation “Nondiscrimination in Federally-Assisted Programs of the Department of Transportation – Effectuation of the Title VI of the Civil rights Act, “49 C.F. R. Part 21 and any implementing requirement FTA may issue.

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

1. 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.

2. 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.

B. 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.

C. 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 https://www.transit.dot.gov/buyamerica

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.

D. 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.

8.9. CLEAN AIR REQUIREMENTS

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

Lextran and understands and agrees that Lextran will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. The Contractor agrees it will not use any violating facilities.

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

The Clean Air requirements apply to all contracts exceeding $150,000, including indefinite quantities where the amount is expected to exceed $150,000 in any year. The Clean Air requirements flow down to all subcontracts at every tier.

8.10. CLEAN WATER REQUIREMENTS

(1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq . The Contractor agrees to report each violation to Lextran and understands and agrees that Lextran will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. The Contractor agrees it will not use any violating facilities.

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

The Clean Water requirements apply to all contracts exceeding $150,000, including indefinite quantities where the amount is expected to exceed $150,000 in any year. The Clean Water requirements flow down to all subcontracts at every tier.

8.11. CONFLICT OF INTEREST

The contractor is required to have a written standards of conduct to encompass both personal and organizational conflicts of interest and defines them as follows:

Personal Conflicts of Interest. The Recipient’s code or standards of conduct shall prohibit the Recipient’s employees, officers, board members or agents from participating in the selection, award or administration of a third-party contract or sub-agreement supported by Federal Funds if a real or apparent conflict of interest would be involved. Such a conflict would arise when any of the following parties has a financial or other interest in the entity selected for award: (a) an employee, officer, board member or agent; (b) any member of his or her immediate family; (c) his or her partner; (d) an organization that employs, or intends to employ, any of the above.

Organizational Conflicts of Interest. The Recipient’s code or standard of conduct must include procedures for identifying and preventing real and apparent organizational conflicts of interest. An organizational conflict of interest exists when the nature of the work to be performed under a proposed third-party contract or sub-agreement may, without some restrictions on future activities, result in an unfair competitive advantage to the third-party contractor or sub-recipient or impair its objectivity in performing the contract work.

49 CCFR § 18.36©(v) and 49 CFR § 19.43 prohibit organizational conflicts of interest as restrictive competition. Section 19.43 further states as follows: All procurement transactions shall be conducted in a manner to provide, to the maximum extent practical, open, and free competition. The recipient [[Page 167]] shall be alert to organizational conflicts of interest as well as noncompetitive practices among contractors that may restrict or eliminate competition or otherwise restrain trade. In order to ensure objective contractor performance and eliminate unfair competitive advantage, contractors that develop or draft specifications, requirements, statements of work, invitations for bid and/or requests for proposals shall be excluded from competing for such procurements. Awards shall be made to the bidder or offeror whose bid or offer is responsive to the solicitation and is most advantageous to the recipient, price, quality, and other factors considered. Solicitations shall clearly set forth all requirements that the bidder or offeror shall fulfill in order for the bid or offer to be evaluated by the recipient. Any and all bids or offers may be rejected when it is in the recipient’s interest to do so.

8.12. DISCLAIMER OF LIABILITY

The Authority will not hold harmless or indemnify any contractor for any liability whatsoever, except those arising out of circumstances under the sole control of the Authority or where it is determined there is a shared liability.

In a 1986 Kentucky Attorney General Opinion, the Attorney General confirmed that the Commonwealth of

Kentucky is “clearly prohibited” from entering into an indemnity or “hold harmless” clause under Sections 50, 171, and 177 of the Kentucky Constitution. Section 50 of the Kentucky Constitution prohibits any “agency of the state, including its legislature” from placing “an obligation against the general funds otherwise available for appropriation and expenditure by a future legislature.” Section 177 of the Kentucky Constitution prohibits lending the credit of the Commonwealth to any person or corporation for any purpose – public or otherwise.

Additionally, payment of private claims would violate Kentucky Constitution Section 171, which requires that public funds be used only for public purposes. The Attorney General concluded that such an indemnity provision is “clearly unconstitutional.”

Lextran is prohibited from entering into an indemnity agreement with Contractors because it is a political subdivision of the Commonwealth. Lextran is an agency and instrumentality of the Lexington-Fayette Urban

County Government. Kentucky courts “have adhered to a rather strict course in holding that a county, and a city as well, as a subordinate political subdivision of the state and as a part of the sovereignty itself, exists and operates under the general laws of the Commonwealth, and derives all of its powers of functioning through express legislative enactments.” Lextran “is but an arm of the state government” and is bound by the

Kentucky Constitution.

8.13. DRUG AND ALCOHOL TESTING

FTA’s drug and alcohol rule, 49 CFR 655 is unique among the regulations issued by FTA. First, they require recipients to ensure that any entity performing a safety-sensitive function on the recipient's behalf (usually subrecipients and/or contractors) implement a complex drug and alcohol testing program that complies with

Parts 655. Second, the rules condition the receipt of certain kinds of FTA funding on the recipient's compliance with the rules; thus, the recipient is not in compliance with the rules unless every entity that performs a safety-sensitive function maintains a testing program.

(a) Option 1

The contractor agrees to participate in the Authority’s drug and alcohol program established in compliance with 49 CFR 655.

(b) Option 2 The contractor agrees to establish and implement a drug and alcohol testing program that complies with 49

CFR 655, produce any documentation necessary to establish its compliance with 49 CFR 655, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency of Kentucky, or the Authority, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR 655 and review the testing process. The contractor agrees further to certify annually its compliance with 49 CFR

655 before (insert date) and to submit the Management Information System (MIS) reports before (insert date before March 15) to (insert title and address of person responsible for receiving information). To certify compliance the contractor shall use the “Substance Abuse Certifications” in the “Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements”, which is published annually in the Federal Register.

(c) Option 3

The contractor agrees to establish and implement a drug and alcohol testing program that complies with 49

CFR 655, produce any documentation necessary to establish its compliance with 49 CFR 655, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency of Kentucky, or the Transit Authority, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49

CFR 655 and review the testing process. The contractor agrees further to certify annually its compliance with

49 CFR 655 before (insert date) and to submit the Management Information System (MIS) reports before

(insert date before March 15) to Lextran’s Human Resources department at 200 West Loudon Avenue, Lexington, KY 40508. To certify compliance the contractor shall use the “Substance Abuse Certifications” in the “Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative

Agreements”, which is published annually in the Federal Register. The Contractor agrees further to [Select a, b, or c] (a) submit before (insert date or upon request) a copy of the Policy Statement developed to implement its drug and alcohol testing program; OR (b) adopt (insert title of the Policy Statement the recipient wishes the contractor to use) as its policy statement as required under 49 CFR 655; OR (c) submit for review and approval before ( insert date or upon request) a copy of its Policy Statement developed to implement its drug and alcohol testing program. In addition, the contractor agrees to: (to be determined by the recipient but may address areas such as: the selection of the certified laboratory, substance abuse professional, or Medical Review Officer, or the use of a consortium).

The drug and alcohol testing provisions apply to Operational Service Contracts specifically involving transit operations.

8.14. ENERGY CONSERVATION REQUIREMENTS

The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and

Conservation Act.

The Energy Conservation requirements are applicable to all contracts.

The Energy Conservation requirements extend to all third-party contractors and their contracts at every tier and subrecipients and their sub agreements at every tier.

8.15. FEDERAL CHANGES - NOTICE TO THIRD PARTY PARTICIANTS

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

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

8.16. FEDERAL TAX LIABILITY AND RECENT FELONY CONVICTIONS

A. The contractor certifies that it:

o Does not have any unpaid…