Data_Center_Co-Location_(Addendum_#2_Revision).pdf

Greater Dayton Regional

Transit Authority

Request for Proposal

DATA CENTER CO-LOCATION

CONTRACT BID NO. GD 25-60

RELEASE DATE

October 9, 2025

REQUEST FOR PROPOSAL

DATA CENTER CO-LOCATION

RFP No. GD 25-60

TABLE OF CONTENTS

Letter to Proposers Scope of Work & Special Conditions Instructions to Proposers FTA Required Clauses Proposal Evaluation Criteria Proposal Submission

Attachments:

A - Sample Contract (DO NOT COMPLETE)

B - RTA General Terms and Conditions

LETTER TO PROPOSERS

RELEASE DATE: Thursday, October 9, 2025

DEAR PROSPECTIVE PROPOSER:

Re: Request for Proposal (RFP)

Data Center Co-Location

RFP No. GD 25-60

Notice is hereby given that the Greater Dayton Regional Transit Authority (RTA) is requesting proposals for the following procurement. All proposals must be submitted in accordance with requirements set forth in this procurement solicitation, and must be received via OpenGov before 10:00 am, Dayton (Eastern) time, on Tuesday, December 9, 2025, for the following project:

Data Center Co-Location

Please view the project timeline and make arrangements to attend the pre-proposal conference, if applicable.

RFP Release Date: October 9, 2025

Final Date for Questions, Clarifications and Requests for Approved Equals:

November 6, 2025, 5:00pm

Proposal Due Date: December 9, 2025, 10:00am

All proposals and related documents shall be subject to a financial assistance contract between the RTA and the United States Department of Transportation under the Urban

Mass Transportation Administration Act of 1964, as amended, terms and conditions established under the Act will apply. All proposers will be required to certify they are not on the U.S. Comptroller General's Consolidated list of ineligible contractors. Manufacturers appearing on said list will be considered ineligible.

RTA hereby notifies all proposers that, in regard to any contract entered into pursuant to this procurement, advertisement or solicitation, disadvantaged business enterprises will be afforded full opportunity to submit proposals in response and will not be subjected to discrimination on the basis of race, color, sex or national origin in consideration for an award.

DBE Participation: It is the policy of the Department of Transportation (DOT) that

DBEs, as defined in 49 CFR, parts 23 and 26, shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with federal funds under this Agreement. RTA welcomes DBE participation regardless of whether there is a DBE requirement. The DBE requirement for this project is 0%.

Please Note: This procurement package and any addenda are available on OpenGov, https://procurement.opengov.com/portal/greaterdaytonrta. In order to ensure that you receive all updates and addenda, please be sure to follow this project on OpenGov.

Should you have any questions or comments concerning the procurement, please submit through the Q&A Section of the posting on OpenGov prior to the due date and time for Questions and Inquiries.

Sincerely, Noah Greer

Senior Purchasing Agent

SCOPE OF WORK & SPECIAL CONDITIONS

Data Center Co-Location Scope of Work

History and justification:

RTA has two data center locations that serve all the data and applications utilized by the Authority that are hosted “in-house”. Historically, due to speed limitations between facilities, each data center housed portions of the servers most utilized by each location.

Between 2024 and 2025 this design was shifted so that all production servers except specific CCTV storage servers for WSP were moved to the primary data center at 600 Longworth. The WSP data center was repurposed as a back/recovery site.

Current State:

There are four main areas of concern to make sure you have a proper data center to ensure uptime and reliability from a physical perspective.

Space - Enough room for needed racks, airflow, and proper cable management to avoid accidents (pull one cable, affects another)

Temperature - The space is designed to promote proper airflow, distribution, and departure of hot air. This includes temperature and humidity control. A/C units should be setup for redundancy to either maintain

Power - The space needs to be designed to accommodate the max number of racks and equipment that could be in a fully filled room. Aside from supplying enough power to the room, a UPS needs to be sized to accommodate a full load of equipment as well.

Fire Suppression - A data center should utilize FM-200 (a colorless, odorless gas) which causes no harm to electrical equipment when it goes off. Water suppression will destroy equipment rendering it unusable for recovery.

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

600 Longworth

As 600 is the primary data center for RTA and many systems have a physical reliance to that facility, building a new data center at this location makes the most logical sense. There is a project slated for this in 2027. which leaves RTA at risk both

Currently there are issues in each of the categories above which makes renovating the current data center both less viable and more risky and more costly.

The current space is fixed with a low overhead ceiling and a shallow raised floor which does not allow for a design such as seen below.

Failures of the AC units have caused multiple system outages in 204 and 2025.

600 and WSP

The current spaces are at maximum capacity of the power that is available to the room.

We have had to rework power several times to put in new equipment in each of the rooms. During one of the AC outages the increased power draw from servers (as they all ramp up their fans speeds to compensate for the increased heat) put the UPS at well over 100% capacity, which could have caused major issues if it didn't hold out. The UPS at 600 has since been replaced, however even the room it is housed in is surrounded by water lines on the interior.

We have water sprinklers over the current DC which would require capping and removing, which is risk-heavy, over an active data center. The floor above the DC also utilizes sprinkler systems so any activation of that system would likely cause some water permeation into the DC. Lastly, there are many, many punches through the walls and ceiling which would be difficult to seal to set up an effective FM-200 system. (which requires a sealed room to be effective)

Much of the existing DC space can be used as a central networking location for the admin side of the building along with other purposes.

Urgency:

While a proposed new data center is being evaluated to replace the 600 Longworth datacenter (Production) this project is not slated until 2027 to begin. Currently both data centers; WSP (Backup) and 600 are subject to environmental risks (see reference page for detail). This means that both our production and back-up centers are in high-risk areas.

At WSP power limitations have been reached and we can no longer add any additional equipment in the room. Likewise, due to the room being cooled by a single AC unit that is not being replaced until sometime in 2026, the current aged unit has had multiple failures causing the existing data center hardware to shut down and several equipment failures to occur. It is for this reason this is considered an emergency to move our backup site to a co-location facility.

Scope of Project

High Level Summary:

Establish a contract with a 3rd party data center to host the RTA servers as a backup/failover location. This reduces the risk of RTA having both primary and failover server rooms in high-risk areas. To move the servers to another location, additional hardware is needed to keep essential services running at WSP while moving most of the hardware offsite.

Co-Location

When engaging a 3rd party data center, you can either rent services (virtual machines, licensing, storage, and other resources) or floor space to put your own equipment in.

For long-term (permanent residency) rental services may be a more cost-effective solution, but for a near-term (3 year) contract, using your own equipment makes it more portable to bring back in-house when ready.

Two Scopes

There are two major components needed to complete a move to a co-location facility.

1. The selection of a co-location facility and associated contract. The requirements of a co-location facility include both necessary components as well as available services. These requirements will be spelled out in detail in the Requirements section.

2. The acquisition of additional hardware will allow RTA to separate several essential services from the rack in the WSP data center and keep them on premise, allowing WSP to remain functional if for any reason 600 Longworth becomes unavailable. The remaining hardware included in this scope along with current on-premise hardware will be “forklifted” and physically relocated to the selected co-location facility.

Overall costs and strategy

Creation of a new data center is expensive, however those costs can be capitalized and funded largely by the grants RTA receives through the FTA and other sources.

Expected cost of a new data center is predicted (without a current study at hand) around $2 million dollars. The new data center’s expected life would be 20 years.

Moving production and backup servers along with all the storage entailed to a co-location facility would need to be funded out of entirely operating expenses.

The expected costs of a co-location facility for just the backup/failover site is around $100k per year. The production site would likely be 1.5-2x more than that bringing the annual expense to around $250k-$300k. This would put RTA’s spending at only 6.5-8 years to reach the same $2 million, but all out of operating expenses.

The other point of consideration is that even if you move all the servers off site, you still need to have a data center quality area (albeit smaller footprint) onsite to reduce all the aforementioned risks as you still need several core services available at each site along with all the core networking equipment that connects it all together. Any refurbishments or new builds to accomplish this would be in addition to the already increased operating expense.

It is for all these reasons (functionality, risk, cost and funding sources) that using a co-location facility for a planned, fixed duration would allow RTA to invest in building a new data center and keep the impacts to the operating budget as low as possible while still improving our risk position while doing so.

Requirements

Scope 1: Co-Location Facility Required services and characteristics of a co-location facility

• Location o 30 miles outside of downtown Dayton, OH o Additional data center locations available, should a new secondary site need to be stood up

• Facility o Full power redundancy w/ multiple power sources into the facility, dual UPS feeds to each floorspace o Multiple Internet carriers in building for service capacity and failover needs o Raised floor space for equipment locations

• Security and Compliance o HIPAA o PCI

• Available Services (not needed in initial contract, only if a secondary site is required) o VMWare based hosted servers (Microsoft Windows and Linux) o Scalable Storage (up to 7 petabytes) o Network and firewalls (physical or virtual) o VPN and P2P connectivity

• Required Services o Storage

▪ Cloud Object Storage – to be utilized as a backup target o Connectivity

▪ 10 Gbps dedicated connection for P2P to WSP

▪ 10 Gbps dedicated connection for P2P to 600

▪ 10 Gbps Switch port (x2)

▪ 100 Mbps (burstable to 1 Gbps) for external management access to hosted environment

▪ Fiber cross connects between racks and co-lo equipment (x2) o Facilities and Space

▪ Floor space requirement: 42U Data Center Cabinets (x2)

▪ 2 PDU for each Cabinet, 30AMP@208V (x2, 4 total)

▪ Power and floor space – 30AMP@208v A/B – 5kW usable (x2)

• 30AMP Redundant power, actual max utilization is 80% of circuits, 2 circuits o All installation and configuration services for any of the above

Scope 2: Transition/Relocation Hardware

All hardware required at WSP and the co-location facility to retain key services and networking on-site and establish the backup/failover site at the co-location.

Item Part Quantity

Cisco UCS C220 M6 SFF Rack Server - rack-mountable no CPU - 0 GB - no HDD

UCSC-C220-M6S

Cisco Smart Net Total Care - extended service agreement

CON-SNT-UCSCSC22

Cisco Intersight Infrastructure Services -

Essentials - license - 1 license

DC-MGT-IS-SAAS-ES

Cisco Trusted Platform Module 2.0 - Trusted

Platform Module (TPM) 2.0

UCSX-TPM-002C

Cisco Ball Bearing Rail Kit - rack rail kit

UCSC-RAIL-M6

Intel Xeon Silver 4309Y 2.8 GHz processor

UCS-CPU-I4309Y

Cisco UCS - DDR4 - module - 16 GB - DIMM 288-pin - 3200 MHz PC4-25600 - r

UCS-MR-X16G1RW

Cisco - storage controller (RAID) - SATA SAS

12Gb s

UCSC-RAID-220M6

Cisco - SSD - Enterprise Value - 960 GB - SATA

6Gb s

UCS-

SD960GBM1XEVD

Intel - network adapter - PCIe - Gigabit Ethernet x

UCSC-PCIE-IRJ45

Cisco - power supply - hot-plug redundant - 1050

Watt

UCSC-PSU1-1050W

Cisco UCS C240 M6 SFF Rack Server - rack-mountable no CPU - 0 GB - no HDD

UCSC-C240-M6S

Cisco Intersight Infrastructure Services -

Essentials - license - 1 license

DC-MGT-IS-SAAS-ES

Cisco Trusted Platform Module 2.0 - Trusted

Platform Module (TPM) 2.0

UCSX-TPM-002C

Cisco Ball Bearing Rail Kit - rack rail kit

UCSC-RAIL-M6

Intel Xeon Silver 4309Y 2.8 GHz processor

UCS-CPU-I4309Y

Intel - network adapter - PCIe - Gigabit Ethernet x

UCSC-PCIE-IRJ45

Cisco - power supply - hot-plug redundant - 1050

Watt

UCSC-PSU1-1050W

Cisco - SSD - Enterprise Performance - 960 GB -

SATA 6Gb s

UCS-SD960GBM3X-

EP

Cisco UCS - DDR4 - module - 32 GB - DIMM 288-pin - 2666 MHz PC4-21300 - r

UCS-MR-X32G2RW

Cisco UCS 6454 Fabric Interconnect - switch - 54 ports - managed - rack-mou

UCS-FI-6454-U

Cisco CX Success Tracks Level 1 - extended service agreement - on-site

CON-L1NCO-

SFI6454U

Cisco - power supply - hot-plug redundant

UCS-PSU-6332-AC

Cisco SFP28 Passive Copper Cable - direct attach cable - 10 ft - orange

SFP-H25G-CU3M

Cisco Catalyst 9500 - Network Advantage - Switch

- 48 Port - Managed

C9500-48Y4C-A

Cisco SMARTnet - extended service agreement

CON-SNTP-C9504YA4

Cisco - power supply - redundant - 650 Watt

C9K-PWR-650WAC-

R/2

Cisco Meraki MX95 - security appliance

MX95-HW

Cisco Meraki Enterprise - subscription license (3 years) + Support - 1 lice

LIC-MX95-ENT-3Y

Cisco UCS X210c M7 Compute Node

UCSX-210C-M7-U

Cisco Smart Net Total Care - extended service agreement

CON-SNTP-

UCSX023C

Intel Xeon Gold 6442Y 2.6 GHz processor

UCSX-CPU-I6442Y

Cisco - DDR5 - module - 32 GB - DIMM 288-pin -

4800 MHz PC5-38400 - regis

UCSX-MRX32G1RE1

Cisco UCS Virtual Interface Card 15420 - network adapter - 25 Gigabit Ether

UCSX-ML-V5Q50G-D

Cisco - Trusted Platform Module (TPM) 2.0

UCSX-TPM-002D-D

Cisco SFP28 Passive Copper Cable - direct attach cable - 10 ft - orange

SFP-H25G-CU3M

Cisco Network and Digital Network Architecture

Advantage - Term License (5

C9500-DNA-A-5Y

SNTC-8X5XNBD UCS C240 M6 Rack w/o

CON-SNT-UCSCC20S

Cisco 12G SAS RAID Controller w/4GB

UCSC-RAID-240M6

Contract Terms (Requirements Contract)

1. Contract Pricing

This is a fixed price contract. All prices offered and accepted are firm for the duration of the contract. Contractors may not change or negotiate contract prices after award.

Except as provided in this contract, no special fees or expenses shall be charged directly to the RTA.

2. Contract Duration

The duration or term of this contract shall be for three (3) years. RTA reserves the right to award this contract to one or more contractors.

The Greater Dayton Regional Transit Authority may extend the term of this contract by written notice to the Contractor within 30 days, provided that the RTA shall give the

Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the RTA to an extension. If the

RTA exercises this option, the extended contract shall be considered to include this option provision. The total duration of this contract, including the exercise of any options under this clause, shall not exceed three (3) years.

3. Quantity and Delivery Requirements

There is no set quantity nor delivery schedule for this contract. Goods and/or services shall be provided as required by RTA. Awarded vendors responsible for meeting all requirements for the awarded items over the contract period. No guarantee is made or implied as to the minimum quantities that may be ordered for the duration of the contract.

INSTRUCTIONS TO PROPOSERS

Greater Dayton RTA Background

History

RTA is an independent political subdivision of the State of Ohio organized pursuant to

Ohio Revised Code Section 306.30 through 306.71, inclusive, as amended.

The RTA was created on September 6, 1971, pursuant to the Revised Code, by ordinances of the Councils of the City of Dayton and the City of Oakwood. After completing the purchase of the assets of City Transit, the major privately owned public transportation system in the area, the RTA became operational on November 5, 1972. In

September 1980, after the approval in the preceding April by the voters of the County of a one-half percent sales and use tax of unlimited duration for all purposes of the RTA, the boundaries of the RTA were extended to be co-extensive with the boundaries of

Montgomery County and parts of Greene County.

Governing Body

All power and authority of the RTA is vested in and exercised by its nine (9) member

Board of Trustees.

Proposal Submission Instructions

The Greater Dayton Regional Transit Authority, hereinafter called "RTA", requests bids for Data Center Co-Location, hereinafter called "above-named project" or by the specific project name, under the following requirements and conditions, which shall be considered an essential part of the contract documents.

1. Submission and Modification

Submissions are due electronically by 10:00 am, Dayton (Eastern) time on Tuesday, December 9, 2025, through OpenGov. Any submission received after the exact date and time specified will not be considered.

Submissions may be modified online through OpenGov prior to the due date and time by unsubmitting a bid or proposal and making modifications and then re-submitting.

In addition, any costs incurred while preparing a bid or proposal submission, including site visits, will not be reimbursed by RTA.

2. Requests for Clarification

All requests for clarifications or changes must be submitted through the Q&A Section of the project on OpenGov prior to the stated due time and date.

Any new or relevant information given to any one contractor will be furnished to all contractors as addenda to this procurement.

3. Proposal Evaluation

RTA reserves the right to reject any or all Proposals. Issuance of this solicitation does not bind RTA to award a contract, nor does RTA in any way assume liability for expense incurred by Proposer in preparation of its Proposal. This RFP and the resulting

Proposals shall be used as the basis for contract negotiation.

During the evaluation, negotiation and selection process, evaluation committee members may not disclose any information regarding the procurement. Except for the identity and background of the successful proposer and the contract price, all information provided by proposers remains confidential after the conclusion of the process, to the extent permitted by law.

4. Contract Award

The RTA reserves the right to postpone, accept or reject any proposal, to waive any informalities in the proposals received, and to award the contract(s) to the best responsive and responsible proposer. In awarding a contract(s), the RTA reserves the right to consider all elements entering the determination of the responsibility of the proposer. Any proposal that is incomplete, conditional, obscure, or contains additions not called for or irregularities of any kind, may be cause for rejection of the proposal.

Contract(s) for the purchase of goods and/or services may be awarded within 90 calendar days from the date upon which proposals were received to the best proposer(s) the RTA deems responsive and responsible.

In the event a single proposal is received, the RTA will conduct a price and/or cost analysis of the proposal. A price analysis is the process of examining and evaluating a price submitted without examining in detail the separate cost elements and the profit included in the cost proposal. It should be recognized that a price analysis through comparison to other similar procurements must be based upon an established or competitive price of the elements used in the comparison. The comparison must be made to a purchase of similar quantity and involving similar specifications. Where a difference exists, a detailed analysis must be made of this difference and the costs associated thereto. RTA has the right to enter into a negotiated procurement should only a single proposal be received.

Where a valid price analysis is impossible to obtain, the RTA may need to conduct a cost analysis of the proposal price. Competent and experienced auditors or price analysts shall make the price and/or cost analysis an engineer's estimate or comparison of the prices involved is insufficient.

5. Funding

The proposed contract shall be funded in part from the Federal Transit Administration

(FTA) and the Ohio Department of Transportation (ODOT). Each vendor shall examine all contract documents noting particularly all requirements, which will affect the contractor's work.

6. Specified Material and "Approved Equals"

1. Contractors shall furnish with their submission, as an integral part thereof, complete descriptions and specifications of the product they propose to furnish.

When the descriptions and specifications of the product meet the description and specifications provided in the solicitation document, no additional submission is required.

2. Where brand names or specific items or processes are used in the specifications, consider the term "or approved equal" to follow. However, a request for approval for any proposed substitution as an equal must be submitted in writing.

3. For all items listed and which are described or defined by dimensions or another measure of physical characteristics or performance, it is understood that such information indicates the character of the required items and so strict interpretations with respect to nonessential details shall not be made as to limit competition among manufacturers of substantially equivalent items.

A. Whenever this specification defines the material or article required by using a proprietary product or of a manufacturer or vendor, rather than by using descriptive detail of substance and function, the term "or equal" always is understood to follow immediately the name of the make, vendor or proprietary product. An item of material shall be considered equal to the item so named in the specifications if: (1) it is at least equal in quality, durability, appearance, strength, and design; (2) it will perform at least equally the function imposed by the general design for the material or equipment being purchased; and (3) it conforms substantially, even with deviations, to the detailed requirements for the item in this specification.

B. Whenever in this specification the names of one or more manufacturers are mentioned as indicating that their product will comply with a particular specification or where specific trade names are mentioned, it is not intended to exclude products of other manufacturers whose names or symbols have not been provided, only however, that such products conform to the detailed requirements for the item as indicated in the specifications.

4. Bidders and Proposers shall be responsible for providing the RTA with information in the latest applicable revision of any part or process specifically called for in the specifications for consideration.

5. Only standard parts of units that conform in material, design, and workmanship to the best procedure known in the industry shall be used. No reconditioned or obsolete parts shall be used. All parts shall be identical and interchangeable in its class. All manufactured articles, material, and equipment shall be applied, installed, connected, erected, used, cleaned, adjusted and conditioned as directed by the manufacturer unless herein specified to the contrary.

7. Requesting an Approved Equal

To request an approved equal, contact Noah Greer at ngreer@greaterdaytonrta.org prior to the final date for questions and clarifications which is Thursday, November 6, 2025. Any request for approved equal must include a formal product sheet that lists all relevant specifications that are included in the scope of work of this project. If there are required specifications that are not addressed or the proposed equal has insufficient specifications, the proposed equal will not be approved.

8. Protest Procedures

RTA will hear and consider a sustainable protest regarding its procurement actions in accordance with the below procedures. Due to the significantly limited role of FTA in protests, it is anticipated that the majority of all protests will be evaluated, and the final decision rendered by RTA. RTA intends to provide a thorough review of all sustainable protests. The RTA's primary concern is the timely procurement of needed capital equipment, supplies, or services. Therefore, it does not intend to allow the filing of bid or proposal protests to unnecessarily delay the procurement process.

DEFINITIONS

1. Protest: A protest is a written objection by a potentially interested party to a solicitation or award of a contract over the small purchase threshold. An interested party must be an actual or prospective bidder or proposer whose direct economic interest would be affected by the award or failure to award the applicable contract in accordance with FTA Circular 4220.1.

2. Pre-Submission: A written objection is made during the solicitation phase and is received before the bid opening or proposal due date.

3. Pre-Award: A written objection is made before an award and is received after the bid opening or proposal due date, but before award of the contract.

4. Post-Award: A written objection made by an unsuccessful offeror and received after the Board approves award of the contract.

SUBMITTAL PROCESS

1. Before Protest

The contractor should contact or make an appointment with the solicitation’s procurement representative to resolve any issues.

2. Filing a Protest

Protests may be filed during the following:

A. Solicitation phase must be submitted no later than five (5) business days before the closing of said solicitation. If the protester fails to meet this deadline, protests based on those solicitation issues may not be allowed.

B. Pre-award must be received no later than five (5) business days after the bid opening or proposal due date.

C. Post-award must be received at least five (5) business days after the Board approves contract award.

3. Protest Submittals

Protest shall include, at a minimum:

A. The name and address of the protesting party and its relationship to the procurement are sufficient to establish that an interested party is filing the protest.

B. Identity of the contact person for the protester, including name, title, address, telephone, fax, and e-mail addresses. If the contact point is a third party representing the protester, the same information must be provided, plus a statement defining the relationship between the protester and the third party.

C. The name and number of the solicitation or contract.

D. A description of the nature of the protest, referencing the portion(s) of the solicitation involved.

E. Identification of the provision(s) of any law, regulation, or other governance upon which the protest is based.

F. A complete discussion of the basis for the protest, including all supporting facts, documents, or data.

G. A statement of the specific relief requested.

H. State if an informal conference is wanted to discuss the protest with RTA.

I. Submit the protest in writing by certified mail or another delivery method by which receipt can be verified and address it to:

Director of Procurement

Greater Dayton Regional Transit Authority

4 S. Main StreetDayton, OH 45402

4. Protest Determination

A. Director of Procurement or designee will review the protest submittal to determine if sustainable.

B. If not sustainable, the protester will be notified in writing within ten (10) business days of receipt of the protest.

C. If sustainable and an informal conference is requested, the protester will be notified in writing of the location and time within three (3) business days of such notice.

D. A decision will be made in writing and sent to the protester within ten (10) business days after receipt of the protest. Such a decision is final.

5. Request for Reconsideration

A. The protester shall deliver the request to the Chief Executive Officer (CEO) with a copy to the Director of Procurement within five (5) business days of receipt of the initial decision. The request shall state the reason(s) why the decision should be reconsidered and any information to support such a position.

B. The CEO shall review and decide on the request for reconsideration and issue a written decision to the protester within ten (10) business days of receipt of the request. Such a decision is final.

9. Confidentiality of Proposals

The RTA will be exempt from disclosure of proprietary information, trade secrets, and confidential commercial and financial information submitted. Any such proprietary information or confidential commercial or financial information that the contractor believes should be exempted from disclosure shall be specifically identified and marked as such. Blanket type identification by designating whole pages or sections as containing proprietary information, trade secrets, or confidential commercial or financial information will not assure confidentiality. The specific proprietary information, trade secrets, or confidential commercial and financial information must be clearly identified as such.

10. Trade Secret Notification

Under Ohio Law, a bid or proposal document may be a public record unless it meets an exception under the Public Records Law. One such exception is trade secrets and are treated with confidentiality. However, the contractor must notify the RTA in all of their submitted documents as to which portions of their submission constitute trade secrets and are to be treated as confidential. It is the responsibility of the submitting party to mark those parts of the submission which you wish to have treated as confidential.

While this does not assure that these portions of the document will constitute a trade secret and be exempt from public records requests under Ohio Law, in the absence of notice from you to us that those documents are to be treated as trade secrets and to be held confidential, they will be made available to the public upon a public records request unless another exception applies to exempt them from disclosure.

Terms & Conditions

The Greater Dayton RTA's General Terms and Conditions are attached to this solicitation in Attachments B.

FTA REQUIRED CLAUSES

Contractor shall comply with the following Federal Transit Administration (FTA) requirements. For purposes of these clauses, the RTA is the FTA recipient that is entering the Contract with the Contractor.

No Federal Government Obligation to Third Parties

The RTA and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation of this Contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to the RTA, Contractor or any other party (whether or not a party to that Contract) pertaining to any matter resulting from the Contract. Contractor shall include the above clause in each subcontract financed in whole or in part with Federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

Incorporation of FTA Terms

The preceding provisions include, in part, certain Standard Terms and Conditions required by the U.S. Department of Transportation (DOT), whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, and are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in the contract.

Contractor shall not perform any act, fail to perform any act, or refuse to comply with any requests of the RTA that would cause the RTA to be in violation of the FTA terms and conditions. Contractor shall include this clause in each subcontract financed in whole or in part with Federal assistance provided by the FTA.

Program Fraud & False Statements or Related Acts

Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program

Fraud Civil Remedies," 49 CFR part 31, apply to its actions pertaining to this Project.

Upon execution of the Contract, Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the Contract or the FTA-assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of

1986 on Contractor to the extent the Federal Government deems appropriate.

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

Federal assistance originally awarded by FTA under the authority of 49 U.S.C. chapter

53, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and

49 U.S.C. § 5323(l) on Contractor, to the extent the Federal Government deems appropriate.

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

Access To Records, Reports, & Sites

Record Retention. Contractor shall 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.

Retention Period. Contractor shall comply with the record retention requirements in accordance with 2 CFR § 200.333. Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at least 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.

Access to Records. Contractor shall provide sufficient access to the U.S. Secretary of

Transportation, the Comptroller General of the United States, FTA, the RTA, and their duly authorized representatives to inspect and audit records and information related to performance of this contract as reasonably may be required.

Access to the Sites of Performance. Contractor shall permit FTA, the RTA, and their duly authorized representatives' access to the sites of performance under this Contract as reasonably may be required.

Federal Changes

Contractor shall at all times comply with all applicable federal laws, regulations, requirements, policies, procedures, guidance, and directives, including without limitation those listed directly or by reference in the FTA Master Agreement between the RTA and the FTA, as they may be amended or promulgated from time to time during the term of the Contract. Contractor’s failure to so comply shall constitute a material breach of the

Contract.

Civil Rights

Contractor must prohibit: (a) discrimination based on race, color, religion, national origin, sex (including sexual orientation and gender identity), disability, or age; (b) exclusion from participation in employment or a business opportunity for reasons identified in 49 U.S.C. § 5332; (c) denial of program benefits in employment or a business opportunity identified in 49 U.S.C. § 5332; and (d) discrimination identified in

49 U.S.C. § 5332, including discrimination in employment or a business opportunity identified in 49 U.S.C. § 5332.

Contractor must follow the most recent edition of FTA Circular 4702.1, “Title VI

Requirements and Guidelines for Federal Transit Administration Recipients,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance.

However, FTA does not require an Indian Tribe to comply with FTA program specific guidelines for Title VI when administering its agreement supported with federal assistance under the Tribal Transit Program.

Contractor must comply with: (a) Title VI of the Civil Rights Act of 1964, as amended, 42

U.S.C. § 2000d, et seq.; (b) U.S. DOT regulations, “Nondiscrimination in Federally-

Assisted Programs of the Department of Transportation – Effectuation of Title VI of the

Civil Rights Act of 1964,” 49 CFR Part 21; and (c) Federal transit law, specifically 49

U.S.C. § 5332; and

Contractor must follow: (a) the most recent edition of FTA Circular 4702.1, “Title VI

Requirements and Guidelines for Federal Transit Administration Recipients,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance;

(b) U.S. DOJ, “Guidelines for the enforcement of Title VI, Civil Rights Act of 1964,” 28

C.F.R. § 50.3; and (c) all other applicable federal guidance that may be issued.

Equal Employment Opportunity

1. Federal Requirements and Guidance. Contractor must prohibit discrimination based on race, color, religion, sex, sexual orientation, gender identity, or national origin. Contractor must also comply with: (a) Title VII of the Civil Rights Act of

1964, as amended, 42 U.S.C. § 2000e, et seq.; (b) Title I of the Americans with

Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101, et seq.; (c) Executive

Order No. 11246, “Equal Employment Opportunity” September 24, 1965 (42

U.S.C. § 2000e note), as amended by any later Executive Order that amends or supersedes it in part and is applicable to federal assistance programs; (d) federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this Master

Agreement; and (e) FTA Circular 4704.1 “Equal Employment Opportunity (EEO)

Requirements and Guidelines for Federal Transit Administration Recipients.”

Further, Contractor must follow other federal guidance pertaining to EEO laws, regulations, and requirements.

2. Affirmative Action. If required to do so by U.S. DOT regulations (49 CFR Part 21) or U.S. Department of Labor regulations (41 C.F.R. chapter 60), Contractor must take affirmative action that includes but is not limited to: (a) recruitment advertising, recruitment, and employment; (b) rates of pay and other forms of compensation; (c) selection for training, including apprenticeship, and upgrading;

and (d) transfers, demotions, layoffs, and terminations.

3. Indian Tribe. Contractor recognizes that Title VII of the Civil Rights Act of 1964, as amended, exempts Indian Tribes under the definition of “Employer.”

Free Speech & Religious Liberty

All Federal funding must be expended in full accordance with the U.S. Constitution, Federal Law, and statutory and public policy requirements, including but not limited to those prohibiting discrimination and protecting free speech, religious liberty, public welfare, and the environment.

Disadvantaged Business Enterprises Requirements

It is the policy of the RTA and the United States Department of Transportation (“DOT”) that Disadvantaged Business Enterprises (“DBE’s”), as defined herein and in the

Federal regulations published at 49 C.F.R. part 26, shall have an equal opportunity to participate in DOT-assisted contracts.

The contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 C.F.R. part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the RTA deems appropriate, which may include, but is not limited to:

• Withholding monthly progress payments;

• Assessing sanctions;

• Liquidated damages; and/or

• Disqualifying the contractor from future bidding as non-responsible. 49 C.F.R. §

26.13(b).

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

Finally, for contracts with defined DBE contract goals, the contractor shall utilize the specific DBEs listed unless the contractor obtains the RTA’s written consent; and that, unless the RTA’s consent is provided, the contractor shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE. 49

C.F.R. § 26.53(f) (1).

Prompt Payment

The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor’s receipt of payment for that work. In addition, the contractor is required to return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed.

The contractor must promptly notify the RTA, whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of RTA.

Energy Conservation

Contractor shall comply with mandatory standards and policies relating to energy efficiency, which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. §§ 6321 et seq.).

Safe Operations of Motor Vehicles

Seat Belt Use. Contractor is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company- rented vehicles, or personally operated vehicles. The terms

“company-owned” and “company-leased” refer to vehicles owned or leased either by

Contractor or RTA.

Distracted Driving. Contractor shall adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the work performed under this

Contract.

Subcontracts. Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts that exceed the micro-purchase threshold, as defined in

Federal Acquisition Regulation 2.101 on the date of subcontract award.

Contractor Policies To Ban Text Messaging While Driving

Definitions. As used in this clause: (1) "driving" means operating a motor vehicle on an active roadway with the motor running, including while temporarily stationary because of traffic, a traffic light, stop sign, or otherwise (note: "driving" does not include operating a motor vehicle with or without the motor running when one has pulled over to the side of, or off, an active roadway and has halted in a location where one can safely remain stationary); and (2) “text messaging” means reading from or entering data into any handheld or other electronic device, including for the purpose of short message service texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication (note: “text messaging” does not include glancing at or listening to a navigational device that is secured in a commercially designed holder affixed to the vehicle, provided that the destination and route are programmed into the device either before driving or while stopped in a location off the roadway where it is safe and legal to park).

Executive Order. This clause implements Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving, dated October 1, 2009. Contractor is encouraged to adopt and enforce policies that ban text messaging while driving company-owned/rented vehicles, Government-owned vehicles, and privately-owned vehicles when on official Government business or when performing any work for or on behalf of the Government. Contractor is also encouraged to conduct initiatives in a manner commensurate with the size of the business, such as: (1) establishment of new rules and programs or reevaluation of existing programs to prohibit text messaging while driving; and (2) education, awareness, and other outreach to employees about the safety risks associated with texting while driving.

Subcontracts. Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts that exceed the $10,000

Prohibited Telecommunications/Surveillance Services/Equipment.

The RTA is prohibited from obligating or expending loan or grant funds to: procure or obtain, extend or renew a contract to procure or obtain, or enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system.

Contractor shall not provide covered telecommunications equipment or services in the performance of the Contract. As described in Public Law 115-232, section 889, covered telecommunications equipment is: (A) telecommunications equipment produced by

Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); (B) video surveillance and telecommunications equipment produced by

Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes; (C) Telecommunications or video surveillance services provided by such entities or using such equipment; and

(D) telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Trafficking In Persons

Contractor and its subcontractors or their employees shall not: (A) engage in severe forms of trafficking in persons during the Contract Term; (B) procure a commercial sex act during the Contract Term; or (C) use forced labor in the performance of the

Contract. Contractor shall inform RTA immediately of any information Contractor receives from any source alleging a violation of a prohibition in this section. RTA may terminate this Contract for any violation of this section; such right of termination is in addition to all other remedies for noncompliance that are available to the RTA.

Termination

The termination rights under this Contract are in addition to, and in no way limit, the

Federal Government’s right to terminate as described in 2 CFR § 200.340.

Termination for Convenience

RTA may terminate this contract, in whole or in part, at any time by written notice to the

Contractor when it is in RTA’s best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to RTA to be paid the Contractor. If the Contractor has any property in its possession belonging to

RTA, the Contractor will account for the same and dispose of it in the manner RTA directs.

Termination for Default

If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the RTA may terminate this contract for default. Termination shall be affected by serving a Notice of Termination on the Contractor setting forth the manner in which the Contractor is in default. The Contractor will be paid only the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the RTA that the

Contractor had an excusable reason for not performing, such as a strike,…