Electric_Motors_for_Transit_Buses.pdf

REQUEST FOR PROPOSAL

2024-08

ELECTRIC MOTORS FOR TRANSIT BUSES

Lextran

200 West Loudon Avenue

Lexington, KY 40508

RELEASE DATE: May 17, 2024

DEADLINE FOR QUESTIONS: June 5, 2024

RESPONSE DEADLINE: July 2, 2024, 3:00 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

Electric Motors for Transit Buses

I. INTRODUCTION

II. SCOPE OF SERVICES

III. COST

IV. GENERAL TERMS AND CONDITIONS

V. PROPOSAL CONTENT AND SUBMISSION REQUIREMENTS

VI. EVALUATION PHASES

VII. STATE AND FEDERAL PROVISIONS

VIII. VENDOR QUESTIONNAIRE

Attachments:

A - CERTIFICATION OF RESTRICTIONS ON LOBBYING

B - CERTIFICATION OF CONTRACTOR REGARDING DEBARMENT, SUSPENSION, AND

OTHER INELIGIBILITY AND VOLUNTARY EXCLUSION

C - NON-COLLUSION AFFIDAVIT

D - CERTIFICATE OF PROCUREMENT INTEGRITY

E - AFFIDAVIT OF COMPLIANCE - DISADVANTAGED BUSINESS ENTERPRISE

F - FINANCIAL CAPACITY FORM

G - BUY AMERICA FORM - BUSES & ROLLING STOCK ASSOCIATED EQUIPMENT

Request For Proposal #2024-08 Title: Electric Motors for Transit Buses

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 the provision of electric motors for transit buses.

Title: Electric Motors for Transit Buses

Reference Number: 2024-08

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

3:00 pm eastern time on Tuesday, July 2, 2024

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 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, June 5, 2024. 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.

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 3.7 million trips annually with service to residents and visitors of Lexington-Fayette

County on 26 fixed routes, county-wide paratransit, and regional vanpool seven days a week, 365 days a year. The annual combined operating and capital budget of $37.6 million operates out of a LEED certified headquarters complex employing over 200 team members with a 118-vehicle fleet for both fixed route and paratransit, which includes compressed natural gas, zero emission battery electric buses, diesel and gasoline filled 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 May 17, 2024

Pre-Proposal Meeting (Non-Mandatory) May 28, 2024, 1:30pm

Agenda

Lextran – Zoom

Join Zoom Meeting https://us02web.zoom.us/j/89211241581?pwd=cT

ZSTWcxVmxkNlc5aHZSc3JZQ1RmZz09

Meeting ID: 892 1124 1581

Passcode: 457933

Join by Phone: 1(312)535-8110

Question Submission Deadline June 5, 2024, 11:30pm mailto:distre@lextran.com tel:(859)244-2023 https://government-project.s3.amazonaws.com/89034/5faf9831-48ea-4ddc-8fb2-e2aa3a1aee37_Preproposal_Conference_Agenda_RFP_2024-08.pdf https://us02web.zoom.us/j/89211241581?pwd=cTZSTWcxVmxkNlc5aHZSc3JZQ1RmZz09 https://us02web.zoom.us/j/89211241581?pwd=cTZSTWcxVmxkNlc5aHZSc3JZQ1RmZz09

Response to Questions June 7, 2024

Proposal Submission Deadline July 2, 2024, 3:00pm

Contractor Award Date July 24, 2024

Expected Contract Start Date September 8, 2024

2. SCOPE OF SERVICES

2.1. SCOPE OF SERVICES

Overview:

Lextran is seeking a contractor to supply electric motors, including components such as starters and alternators, for its transit buses. The following table shows the specific components that will be included in this procurement.

Lextran Part # OEM Number Description OEM Estimated Qty.

GI42MTR 10479228 Starter Delco Remy 9

GIG1019443R 50DN Alternator Delco Remy 1

GIC703 C703 Alternator Niehoff 8

GIC706 C706 Alternator Niehoff 1

GIC803 C803 Alternator Niehoff 8

GI104323R 1040323 Evaporator Motor Thermo King 20

GI104476 1040476 Condenser Motor Thermo King 2

GI1040740 1040740 Condenser Motor Thermo King 1

GI104792 1040792 Evaporator Motor Thermo King 1

Please note that Lextran may choose to add and/or delete components from this list at its discretion during the term of any contract awarded as a result of this RFP. This list is intended for informational purposes so proposers will know the potential components to be supplied. This list is not intended to guarantee or limit the number of components that will be purchased during the term of this contract.

Components offered may be new or they may be rebuilt if available. If rebuilt components are available, the pricing and turnaround time provided shall be broken down by new and rebuilt options.

Warranty Information:

Warranty information must be included as part of the proposal. Proposers will state the specific warranty terms for each item offered. Proposers will specify when the warranty begins; i.e. whether the warranty starts from the date of purchase, the date of delivery to Lextran, or when it is actually used in a

Lextran vehicle (if Lextran can verify the date of installation via a work order or other such documentation).

Delivery Time:

Proposers will indicate if the above items are normally kept in stock at their facility or if they would need to place orders for those components. In either case, proposals must state the turnaround time from when Lextran places an order to when that order will be received at Lextran. This turnaround time should be expressed as an average turnaround time and as a guaranteed maximum time for shipment to

Lextran.

Purchase Order Information:

All items will be ordered via a Lextran purchase order that shall have a unique identifying P.O. number.

The Lextran P.O. number shall be referenced on any packing slips and invoices for those orders. A packing list and/or invoice must accompany all orders delivered to Lextran. Invoices must also include the following information:

• Invoice number

• Detailed parts list

• Quantity

• Breakdown between product cost and core cost where applicable

• Beginning date of the warranty if the warranty starts at the time of purchase

3. COST

3.1. COST

Pricing list: Proposers will supply the cost for each component on the list included in the scope of work.

If possible, proposers should include pricing for each year of the contract, should the pricing vary.

Shipping charges: Pricing shall also list all shipping charges including the shipping of cores.

Rebuilt options: If both new and rebuilt components are offered, proposals will state the price for each.

Warranty cost: Outline the cost of regular and extended warranty options, should the cost not be included in the part purchase.

Quantity purchase/early pay: Proposers will also indicate any discounts offered for quantity purchases or for early pay of invoices.

Pricing guarantee period: Proposed pricing must be guaranteed for at least 180 days following proposal submission.

Price adjustments: Any adjustments to pricing during the contract term may only occur once annually, and must be agreed upon by both parties. Lextran will only accept price adjustment proposals that include data from the consumer price index, or similar market data that supports such an increase or decrease which allows the contract to remain mutually beneficial to both parties.

Invoices: Payment terms on all invoices shall be Net 30 days. 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 09/08/2024 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 2 years with 2 additional options

(for 1 year each), for a total of 4 possible contract years.

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.

https://sam.gov/content/home

5. PROPOSAL CONTENT AND SUBMISSION REQUIREMENTS

5.1. 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. Proposers shall ensure that the email addresses provided are accurate and up-to-date as Lextran sends a standardized reference form to each listed reference. References 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.

5.2. CAPACITY

The proposer shall demonstrate they have sufficient capacity to handle the Lextran account. This includes 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.

Financial capacity can be demonstrated by supplying the completed Financial Capacity form and/or a letter of recommendation from a financial institution. Lextran will also accept a copy of the firm’s audited financials in lieu of the financial institution completing the form or a letter of recommendation.

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.

5.3. SUBMISSION REQUIREMENTS

Incomplete proposals may render the proposal non-responsive. A proposal that does not include all of the elements listed below may be deemed incomplete and non-responsive.

There is a fifty (50) page limit for all proposal documents submitted, excluding the required forms and any audited financial documents. Proposers should keep their submissions at or below this limit, or the proposal may be deemed non-responsive. If there is a need to extend the page limit, please contact the procurement department. Page limits may only be extended if the requestor can demonstrate a true need for more than 50 pages.

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 before3:00 pm eastern time on Tuesday, July 2, 2024.

The proposer shall supply the following in their proposal:

• Authorized Letter: A letter offering the proposal signed by an authorized executive of the company.

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

o Pricing information formatted as outlined in Section 3 of the RFP o Warranty information o Turnaround and delivery time information o Evidence of experience and references

• 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.

• Buy America Compliance: Along with the required form, the proposer must include in their proposal evidence that their company does comply with all Buy America regulations as they pertain to rolling stock equipment.

• Capacity: Proposers must show they have the personnel, financial, and equipment/facility 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 o Certification Regarding Debarment, Suspension and Other Ineligibility o Non-Collusion Affidavit o Certificate of Procurement Integrity o Affidavit of Compliance-DBE (If Applicable) o Financial Capacity Form (to be completed by a bank or other institution) https://procurement.opengov.com/portal/lextran o Buy America Compliance Form

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. Cost of Products

Are the prices presented reasonable and in line with the current market?

Points Based 30 (30% of Total)

2. Delivery Times

Are the delivery times reasonable given average production-to-delivery trends for these parts?

Points Based 20 (20% of Total)

3. Warranty

Did the proposer include warranty information for each item on the pricing sheet? Did the warranty include information on when the warranty goes into affect and how long the warranty lasts? Are there options for extended warranty?

Points Based 20 (20% of Total)

4. Demonstrated Experience and References

Did the proposer include a section in their proposal that outlines the company's experience relative to this procurement? Did the references reflect and confirm this experience?

Points Based 15 (15% of Total)

5. Capacity

Does the proposer have the capacity to provide all of the components needed in a timely fashion? Did they include information to show adequate financial, personnel, and facility capacity?

Points Based 15 (15% of Total)

7. STATE AND FEDERAL PROVISIONS

7.1. 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”.

7.2. GOVERNING LAW

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

Commonwealth of Kentucky.

7.3. 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 offerer 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.

7.4. NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES

(1) Lextran and Contractor acknowledge and agree that, notwithstanding any concurrence by the

Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to Lextran, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.

(2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

7.5. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED

ACTS

(1) The 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 C.F.R.

Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the

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 underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the

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 the Contractor to the extent the Federal

Government deems appropriate.

(2) The 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 the Contractor, to the extent the Federal

Government deems appropriate.

(3) The Contractor agrees to include the above two clauses 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.

7.6. NOTICE OF LEGAL MATTERS & FLOW DOWN REQUIREMENTS

Where applicable, if this project is federally funded and is expected to equal or exceed $25,000, Lextran agrees to notify the FTA Chief Counsel or FTA Regional IV legal counsel of a current or prospective legal matter that may affect the Federal government. Contractor agrees this affirmative notification provision will flow down to subcontractors and suppliers and is to be included in all agreements at all tiers. Failure to include this notice may be deemed a material breach of contract.

7.7. 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.

7.8. FEDERAL CHANGES

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

7.9. CIVIL RIGHTS REQUIREMENTS

The following requirements apply to the underlying contract:

(1) Nondiscrimination- In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the

Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and 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, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

(2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract:

(a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, 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. Parts 60 et seq., (which implement Executive Order No.

11246, “Equal Employment Opportunity”, as amended by Executive Order No. 11375, “Amending

Executive Order 11246 Relating to Equal Employment Opportunity”, 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. 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, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

(b) Age- In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 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.

(c) Disabilities- In accordance with section 102 of the Americans with Disabilities Act, as amended, 42

U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal

Employment Opportunity Commission, “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act”, 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

(3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties.

Within Fayette County the Fairness Ordinance (no. 201-99) applies. This ordinance adds sexual orientation/gender identity as a protected class against discrimination in housing, employment and public accommodations.

In addition, the Contractor agrees to comply with any implementing requirements or applicable regulations the local government may issue.

7.10. 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.

7.11. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS

The preceding provisions include, in part, certain Standard Terms and Conditions required by 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 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 this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any Lextran requests which would cause Lextran to be in violation of the FTA terms and conditions.

7.12. 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 subagreements at every tier.

7.13. TERMINATION

a. Termination for Convenience (General Provision)Lextran may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in Lextran’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 Lextran to be paid the

Contractor. If the Contractor has any property in its possession belonging to Lextran, the Contractor will account for the same, and dispose of it in the manner Lextran directs.

b. Termination for Default [Breach or Cause] (General Provision) 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, Lextran may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract.

If it is later determined by Lextran that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, Lextran, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience.

c. Opportunity to Cure (General Provision) Lextran in its sole discretion may, in the case of a termination for breach or default, allow the Contractor an appropriately short period of time in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions.

If Contractor fails to remedy to Lextran’s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within ten (10) days after receipt by Contractor of written notice from Lextran setting forth the nature of said breach or default, Lextran shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude Lextran from also pursuing all available remedies against

Contractor and its sureties for said breach or default.

d. Waiver of Remedies for any Breach In the event that Lextran elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by Lextran shall not limit Lextran’s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract.

e. Termination for Convenience or Default (Architect and Engineering) Lextran may terminate this contract in whole or in part, for Lextran’s convenience or because of the failure of the Contractor to fulfill the contract obligations. Lextran shall terminate by delivering to the Contractor a Notice of

Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process.

If the termination is for the convenience of Lextran, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services.

If the termination is for failure of the Contractor to fulfill the contract obligations, Lextran may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by

Lextran.

If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Lextran.

7.14. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT)

This contract is a covered transaction for purposes of 2 CFR Part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) “Guidelines to Agencies on Governmentwide

Debarment and Suspension (Nonprocurement)”, 2 C.F.R. Part 180. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 2 CFR 1200, or affiliates, as defined at 2

CFR 1200, are excluded or disqualified as defined at 2 CFR 1200.

The contractor is required to comply with 2 CFR 1200, and must include the requirement to comply with

2 CFR 1200 in any lower tier covered transaction it enters into.

The contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally-funded contract and are not presently declared by any Federal department or agency to be:

-Debarred from participation in any federally assisted award;

-Suspended from participation in any federally assisted award;

-Proposed for debarment from participation in any federally assisted award;

-Declared ineligible to participate in any federally assisted award;

-Voluntarily excluded from participation in any federally assisted award; or

-Disqualified from participation in any federally assisted award.

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

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

This clause applies to all contracts over $25,000.

7.15. 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.

7.16. LOBBYING

Lobbying Certification and Disclosure of Lobbying Activities for third party contractors are mandated by

31 U.S.C. 1352(b)(5), as amended by Section 10 of the Lobbying Disclosure Act of 1995, and DOT implementing regulation, "New Restrictions on Lobbying," at 49 CFR § 20.110(d)

Language in Lobbying Certification is mandated by 49 CFR Part 19, Appendix A, Section 7, which provides that contractors file the certification required by 49 CFR Part 20, Appendix A.

Modifications have been made to the Lobbying Certification pursuant to Section 10 of the Lobbying

Disclosure Act of 1995.

Use of "Disclosure of Lobbying Activities," Standard Form-LLL set forth in Appendix B of 49 CFR Part 20, as amended by "Government wide Guidance For New Restrictions on Lobbying," 61 Fed. Reg. 1413

(1/19/96) is mandated by 49 CFR Part 20, Appendix A.

Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.]- Contractors who apply or bid for an award of

$100,000 or more shall file the certification required by 49 CFR part 20, “New Restrictions on Lobbying”.

Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of

Congress in connection with obtaining any Federal contract, grant or any other award covered by 31

U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of

1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to Lextran.

The Lobbying requirements apply to all contracts exceeding $100,000, including indefinite quantities where the amount is expected to exceed $100,000 in any year. The Lobbying requirements flow down to all subcontracts at every tier.

7.17. 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.

7.18. 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.

7.19. DISADVANTAGED BUSINESS ENTERPRISE (DBE) – NO CONTRACT GOAL

(a) OVERVIEW

It is the policy of Lextran and the United States Department of Transportation (DOT) that Disadvantaged

Business Enterprises (DBEs), 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. It is also the policy of

Lextran to:

1 Ensure nondiscrimination in the award and administration of DOT-assisted contracts;

2 Create a level playing field on which DBEs can compete fairly for DOT-assisted contracts;

3 Ensure that the DBE program is narrowly tailored in accordance with applicable law;

4 Ensure that only firms that fully meet 49 C.F.R. part 26 eligibility standards are permitted to participate as DBEs;

5 Help remove barriers to the participation of DBEs in DOT-assisted contracts;

6 To promote the use of DBEs in all types of federally assisted contracts and procurement activities; and

7 Assist in the development of firms that can compete successfully in the marketplace outside the DBE program.

This contract is subject to 49 C.F.R. part 26. Therefore, the Contractor must satisfy the requirements for

DBE participation as set forth herein. These requirements are in addition to all other equal opportunity employment requirements of this Contract. Lextran shall make all determinations with regard to whether or not a bidder/proposer is in compliance with the requirements stated herein. In assessing compliance, Lextran may consider during its review of the bidder/proposer’s submission package, the bidder/proposer’s documented history of non-compliance with DBE requirements on previous contracts with Lextran.

(b) CONTRACT ASSURANCE

The contractor, subrecipient, 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 CFR Part 26 in the award and administration of this DOT-assisted contract. 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 Lextran 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.

Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph.

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 from Lextran. In addition, the contractor is required to return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor’s work by

Lextran and contractor’s receipt of the partial retainage payment related to the subcontractor’s work.

(c) DBE PARTICIPATION REQUIREMENT

For the purpose of this Contract, Lextran will accept only DBEs who are certified at the time of bid opening or proposal evaluation by the Commonwealth of Kentucky.

(d) DBE PARTICIPATION GOAL

There is no specific contractual DBE goal for this procurement. The successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance. While there are no contractual requirements for the successful contractor to utilize the services of a DBE, Lextran strongly encourages the contractor to do so if possible.

(e) COUNTING DBE PARTICIPATION

The bidder/proposer may count toward its DBE utilization only expenditures to firms which are currently certified by the KY UCP and which perform a commercially useful function. A firm is considered to perform a commercially useful function when it is responsible for the performance of a distinct element of the work and carries out its responsibilities by actually performing, managing and supervising the work involved.

To determine whether a firm is performing a commercially useful function, the DBE Officer will evaluate the amount of work subcontracted, industry practices and other relevant factors. The DBE Officer reserves the right to deny or limit DBE credit to the bidder/proposer where any DBE is found to be engaged in substantial pass-through activities with others.

DBE participation shall be counted toward the DBE goal in the contract as follows:

A. Once a DBE is determined to be eligible in accordance with these rules, the total dollar value of the contract awarded to the DBE may be counted toward the DBE goal except as indicated below.

B. A bidder/proposer may count toward its DBE goal that portion of the total dollar value of a contract with an eligible joint venture equal to the distinct, clearly defined portion of the work of the contract that the DBE performs with its own forces.

C. Consistent with normal industry practices, a DBE may enter into subcontracts. If a DBE subcontracts more than thirty percent (30%) or a significantly greater portion of the work of the contract than would be expected on the basis of normal industry practices, the DBE shall be presumed not to be performing a commercially useful function. Evidence may be presented by the bidder/proposer involved to rebut this presumption.

D. When a DBE subcontracts a part of the work under the contract to another firm, the value of the subcontracted work may only be counted towards the DBE goal if the DBE’s subcontractor is itself a DBE.

Work that a DBE subcontracts to a non-DBE firm does not count towards the DBE goal.

E. The bidder/proposer may count one-hundred percent (100%) of its expenditures for materials and supplies required under the contract and which are obtained from a DBE manufacturer towards the DBE goal. The bidder may count sixty percent (60%) of its expenditures for material and supplies under the contract obtained from a DBE regular dealer towards its DBE goal. The terms “manufacturer” and

“regular dealer” are defined in 49…