FMLA_Administrator_Services.pdf

Greater Dayton Regional

Transit Authority

Request for Quotation

FMLA ADMINISTRATOR SERVICES

CONTRACT BID NO. GD 26-20

RELEASE DATE

April 10, 2026

REQUEST FOR QUOTATION

FMLA ADMINISTRATOR SERVICES

RFQ No. GD 26-20

TABLE OF CONTENTS

Letter to Quoters Scope of Work & Special Conditions FTA Required Clauses Submission Requirements Quote Form

Attachments:

A - RTA General Terms and Conditions

B - Worksheet for Quote form revised for 5 years

LETTER TO QUOTERS

Release Date: Friday, April 10, 2026

Dear Prospective Quoters:

Re: GD 26-20 FMLA Administrator Services

Greater Dayton Regional Transit Authority (RTA) is soliciting quotes for FMLA

Administrator Services. Your firm is invited to submit a quote.

The following information described below must be received by the Dates and

Times indicated:

Release Date: April 10, 2026

Final Date for Questions and

Clarifications:

April 24, 2026, 5:00pm

Due Date: May 1, 2026, 11:00am

Questions: Please submit any questions or clarifications concerning the RFQ through the project's Q&A Section on OpenGov before the specified date and time.

Addenda: To ensure you receive all addenda, please follow this project on OpenGov.

You will receive an email letting you know an addendum has been posted. Any interpretation, correction, or change of the quote documents will be made by an addendum; any other manner will not be binding.

Sincerely, Michelle Collier

Senior Purchasing Agent

SCOPE OF WORK & SPECIAL CONDITIONS

FMLA Administrator Services

The Greater Dayton Regional Transit Authority (GDRTA) is seeking a qualified third-party administrator (TPA) to provide comprehensive administration of employee leave under the Family and Medical Leave Act (FMLA), applicable state leave laws, and related employer policies.

The Contractor shall deliver compliant, efficient, and employee-focused leave administration services in accordance with all applicable federal regulations, including those of the Federal Transit

Administration (FTA), Department of Labor (DOL), and other governing authorities.

1. All information furnished by the Contractor shall be deemed reliable and accurate; in accordance with all/any state or federal law/requirements.

1. All services will be in compliance with HIPAA and ADA privacy requirements.

2. All services will be implemented in a fair and consistent application of FMLA requirements.

2. All Contractor FMLA actions/enforcements will be done in compliance with 29 CFR Part 825 - THE

FAMILY AND MEDICAL LEAVE ACT OF 1993, as amended and Department of Labor

Regulations.

3. All employee information will be held with the highest levels of confidentiality. The Contractor will work directly with designated staff members from RTA’s Labor Relations Department (RTA-LR).

4. The Contractor will provide Federal Department of Labor Forms to RTA Employees, as required by

29 CFR § 825.305 - Certification, general rule.

1. Certification forms will be mailed to employees from the Contractor based on the time frames mandated by Family Medical Leave Act of 1993, 29 CFR § 825.305 - Certification, general rule.

i. All certification packet requests or denials will be processed within (5) five business days of the employee’s request for leave or FMLA Certification forms.

2. All employee/ RTA-LR requests will be checked for initial eligibility, based on Family Medical

Leave Act of 1993 29 CFR § 825.110 - Eligible employee, before mailing to the employee.

i. Employees who are requesting FMLA but are ineligible for FMLA protection will be mailed a completed Designation Notice (OMB Control Number: 1235-0003);

See item #4 for further information.

ii. Employees who are eligible will be mailed a certification packet. The certification packet will contain all items outlined in item c.

3. The eligible employee certification packets will include the required forms of Certification of Health

Care Provider for U.S. Department of Labor Employee’s Serious Health Condition (OMB Control

Number: 1235-0003) and Notice of Eligibility and Rights & Responsibilities (OMB Control

Number: 1235-0003).

i. The above listed federal forms will be accompanied with an approved personalized introduction letter, outlining directions for the employee to properly submit the required forms back to the Contractor.

ii. Packets will include the employee’s most current approved job description.

• Employee Job Descriptions will be provided to the Contractor by RTA annually or as updated.

iii. Each employee packet will also include a current copy of the Rights and

Responsibilities data sheet created by the Department of Labor.

4. Employees who request FMLA certification who are ineligible, based on 29 CFR § 825.110 -

Eligible employee, will be mailed a completed Designation Notice by the Contractor.

A. The completed Designation Notice will properly note the requested date and why the employee is ineligible for FMLA.

B. Each employee packet will also include a current copy of the Rights and Responsibilities data sheet created by the Department of Labor.

C. The above listed federal forms will be mailed with an approved personalized introduction letter.

D. An electronic copy of each mailed packet will be provided to RTA-LR, via e-mail or on-line portal, at the time of mailing.

e. An electronic copy of each mailed packet (eligible or ineligible) will be provided to RTA, at the time of mailing to the employee.

f. Requests for forms:

a. Requests by the RTA employee should be made directly to the Contractor via on-line request forms or by phone.

ii. Requests for forms to be sent to the employee from RTA staff should be made via e-mail or on-line request form.

I. All RTA employees with FMLA requesting continued leave for a condition lasting longer than (1) one year will be asked to certify annually, based on 29 CFR §

825.305 Certification, general rule, (e).

i. The Contractor will mail the employee this packet at the request of the employee or RTA-LR.

5. Data needed to correctly comply with FMLA 29 CFR § 825.305 - Certification, general rule will be provided by RTA-LR, including employee contact information, hours worked, and FMLA hours utilized.

A. Delivery methods of employee data will be discussed with the potential Contractor during the selection process.

B. Leave tracking will be calculated on (12) twelve month rolling time period.

6. Greater Dayton RTA employees or their physician will submit completed Certification of Health

Care Provider for U.S. Department of Labor Employee’s Serious Health Condition (OMB

Control Number: 1235-0003) forms to the Contractor.

A. Certification forms should be accepted via fax, mail, or e-mail to the Contractor.

B. All certification forms will be date/time stamped upon receipt by Contractor.

C. All certification forms will be checked for completeness. Properly completed forms will be processed as listed below. Forms which are deemed incomplete will be processed via the strategy outlined in item #7 of this document.

D. Completed forms will be electronically sent to RTA-LR staff via e-mail for approval, within (3) three business days of receipt of the forms by the Contractor.

E. RTA-LR will process the approval letter/denial letter to the employee for all completed and submitted certification forms.

a. All requests for clarification on submitted completed forms will be handled in accordance with 825.307 Authentication and clarification of medical certification for leave taken because of an employee's own serious health condition or the serious health condition of a family member; second and third opinions, by RTA-LR staff.

https://www.law.cornell.edu/cfr/text/29/825.307 https://www.law.cornell.edu/cfr/text/29/825.307 https://www.law.cornell.edu/cfr/text/29/825.307

2. List of approved FMLA Certifications will be available to the Contractor. Information will include certification dates.

7. RTA employee-submitted certification forms deemed incomplete or in need of additional information by the Contractor based on 29 CFR § 825.306 - Content of medical certification for leave taken because of an employee's own serious health condition or the serious health condition of a family member, will be processed by the Contractor.

1. The Contractor will mail the employee a completed Designation Notice which will properly note the requested date and why/what additional information is required.

2. The above listed federal forms will be mailed with an approved personalized introduction letter;

each employee will be given (7) seven calendar days, from the time of processing by the Contractor to complete the request.

3. An electronic copy of each mailed packet will be provided to RTA-LR, via e-mail or on-line portal, at the time of mailing.

4. Once the properly completed certification is again returned to the Contractor it will be processed as described in #6 of this document.

8. Any RTA employee FMLA certifications submitted from a physician’s office or employee deemed as inauthentic will be checked for Authentication by the Contractor.

a. The Authentication process will be based on 825.307 Authentication and clarification of medical certification for leave taken because of an employee's own serious health condition or the serious health condition of a family member; Protocol for dealing with inauthenticity issues will be developed with the Contractor by RTA-LR staff.

9. Employee attendance and FMLA usage will be monitored by RTA-LR staff; reports containing employee attendance and FMLA usage will be available to the Contractor.

10. All packets/mailings from the Contractor will be created and presented in a professional manner, i.e. packets folded properly in the envelope, clean/straight professional copies/scans, correctly spelled names, and correctly calculated dates.

a. The Contractor will update forms as they expire and are released from the Department of

Labor.

11. Copies of all electronic forms will be saved by the Contractor for (3) three calendar years, plus the current year and will be available to RTA-LR as needed.

a. The Contract will have in place a data backup, security and disaster recovery plan.

12. RTA will require the Contractor to monthly create data reports which illustrate the following:

1. The number of RTA employee certification requests to the Contractor.

2. The number of RTA certification packet requests to the Contractor.

3. The number of received completed certification packets to the Contractor.

Special Conditions

METHOD OF AWARD:

Submittals will be evaluated by RTA. Proposals will be evaluated on the criteria noted below.

https://www.law.cornell.edu/cfr/text/29/825.307 https://www.law.cornell.edu/cfr/text/29/825.307

RTA reserves the right to select the contractor on the basis of proposals received without seeking further information or clarification from proposers.

RTA reserves the right to reject any or all proposals, to accept other than the lowest price, to negotiate separately with any source whatsoever, and to accept the proposal considered to be most advantageous to the RTA.

If additional information or clarification is required from the proposer, they will be contacted directly.

EVALUATION CRITERIA:

1. Offerors detail on Quote Proposal (see items below)

2. Ability to implement services by 7/1/2026

3. Fully completed price sheet

QUOTE PROPOSAL: Quotes submitted shall be inclusive of the following:

• Offerors detailed approach to satisfying the requirements as outlined in Sections 1 thru 12 in the

Scope of Work

• Offerors specific approach to satisfying the timely execution and reporting of FMLA actions to RTA

• Offerors specific approach to providing timely FMLA recommendations to RTA for approval or denial of certifications

• Identify account representative(s) that will be assigned to RTA, if awarded this order, and provide a description of his/her qualifications and assurance that he/she has adequate time to dedicate to the RTA account. In addition, identify the account representative’s back-up person and his/her qualifications.

• Reference List: A minimum of three (3) current references from similar projects and a brief description of work performed. Include contacts’ names, addresses, telephone numbers, and e-mail addresses.

• Ability to implement program and have ready to go live by July 1, 2026

• Fully Completed Price Sheet

The proposal of any firm, who in RTA’s judgment has failed to comply with such laws and regulations, may be considered non-responsive, and may be rejected.

BASIS OF AWARD: The award will be based on the criteria listed above. RTA reserves the right to select the Proposer, in the sole opinion of the RTA, best meets the needs of the Authority.

CONTRACT TERM: The duration of the contract shall be for a period of five (5) years.

PRICE: The cost of the project shall be presented as a “FIRM” price for the term of the order.

PAYMENT TERMS: Payment will be made within 30 days after submission of activity reports with proper invoices or vouchers. Payment for services shall not exceed the quoted price.

TAX EXEMPT: The RTA is exempt from payment of all taxes, and taxes must not be included in the quoted price. Necessary exemption certificates shall be furnished to the successful bidder(s) upon request.

Special Conditions (Contract Order)

SUBMISSION AND MODIFICATION

Submissions are due electronically by 11:00 am, Dayton (Eastern) time on Friday, May

1, 2026, 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.

QUESTIONS AND CLARIFICATIONS

All questions and clarifications should be submitted through the Q&A Section of the project on OpenGov.

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

DURATION OF CONTRACT: The duration of the contract shall be for thirty-six (36) months.

OPTION YEARS: Option to Extend the Term of the Contract

Greater Dayton Regional Transit Authority may extend the term of this contract by written notice to the Contractor, provided that the RTA gives the Contractor written notice of its intent to extend at least 30 days before the contract expires. If the RTA exercises this option, the extended contract shall be considered to include this option provision.

APPROVED EQUALS: Where brand names or specific items or processes are used in the specifications, consider the term "or equal" to follow. However, a request for approval for any proposed substitution as an approved equal must be submitted through OpenGov per the dates listed in the RFQ. Acceptance of any proposed substitution will be at RTA's discretion. The quoter shall supply the RTA with performance data, samples, and special guarantees as a condition of acceptance of any proposed substitution.

PRICE: The prices quoted shall be "FIRM" for the term of the order/contract.

QUANTITIES: All quantities are estimated. No guarantee is made or implied as to the minimum or maximum quantities that may be ordered during the stipulated order period.

WARRANTY: A standard manufacturer's warranty shall be provided for the product(s) or service(s) outlined in RFQ when applicable.

DELIVERY: Delivery will be made within fourteen (14) calendar days after receipt of the order or verbal notification. Failure to deliver the required product within the specified time period is not in compliance with the terms and conditions set forth in the RFQ. The file will be documented accordingly regarding delinquent shipments. Continued delinquency could prohibit the award of future orders.

If the successful quoter fails to meet the required delivery time and it becomes necessary for the RTA to order product(s) from another source, the delinquent vendor will be responsible for reimbursing the RTA for the difference in the cost of the product(s) and any shipping costs that may be incurred by the RTA.

SHIPPING: All products ordered will be shipped FOB Destination. All shipping costs incurred will be at the successful offeror’s expense and included in the firm-fixed price.

LABORATORY TESTS: The RTA reserves the right to test all products delivered under the proposed order, at an independent laboratory to be designated by the RTA. This laboratory test shall include each item of the specifications to determine whether the products delivered are in conformity therewith. Tests shall be made on products selected at random from deliveries under the proposed order. Where the results of such tests show that the products delivered are not equal to the specifications, the Contractor shall pay the expense of making such tests. If the results of any test show that the products delivered and tested conform to the specifications, then the RTA shall pay the expense of making such test.

TAX EXEMPT: RTA is exempt from payment of all taxes, and taxes must not be included in the quoted price. Necessary exemption certificates shall be furnished to the successful quoter(s) upon request.

PAYMENT TERMS: Payment will be made within 30 days after delivery with proper invoices. Payment for services shall not exceed the quoted price.

NON-WAIVER BY ACCEPTANCE OF PAYMENT: Neither the acceptance by the RTA of any services, the payment by the RTA for any services, nor both acceptance and payment, shall be deemed to waive, compromise, or affect in any manner the liability of the Contractor for any breach of contract, of warranty or of both contract and warranty.

TERMINATION OF CONTRACT FOR DEFAULT (Applicable to contracts > $10,000)

If, through any cause, the Contractor shall fail to perform fully, timely and in proper manner its obligations under this contract, or if the Contractor shall breach any of the covenants, conditions or agreements contained in the contract, the RTA shall thereafter have the right to terminate this contract by giving notice in writing which shall specify the effective date thereof, to the Contractor of such termination. In such event, any goods delivered and/or installed by the Contractor under this contract shall, at the option of the RTA, become the RTA's property and the Contractor shall be entitled to receive just and equitable compensation therefor, not to exceed the maximum aggregate compensation payable by RTA to contractor as stated in Blanket Purchase Order. In the event of a termination pursuant to this Blanket Purchase Order, the RTA may elect instead to remove any goods delivered and/or installed and redeliver the same to the Contractor, all at the Contractor's sole expense, including reasonable charges for any time and/or labor expended by the RTA's employees.

Notwithstanding the above, the Contractor shall not be relieved of any liability to the RTA for damages sustained by the RTA by virtue of any breach of contract or warrants, or of both, by the Contractor for the purpose of setoff and/or recoupment until such time as the exact amount of damages due the RTA from the Contractor is determined.

TERMINATION FOR CONVENIENCE OF THE RTA (Applicable to contracts > $10,000)

The RTA may terminate this contract any time by a notice in writing that shall specify the effective date thereof, from the RTA to the Contractor of such termination. In that event, any goods accepted by the RTA prior to the effective date of the termination shall become the RTA's property and the Contractor shall be entitled to receive just and equitable compensation therefor and for any services accepted by the RTA prior to the effective date; provided, nevertheless, that the amount of such compensation shall not, in any event, exceed the maximum aggregate compensation payable by RTA to contractor as stated in Blanket Purchase Order, properly attributable to the goods and/or services so accepted.

Neither the acceptance, by the RTA, of any goods and/or services; the payment, by the

RTA, for any goods and/or services; nor both acceptance and payment, shall be deemed to waive, to compromise, or to affect in any manner the liability of the Contractor for any breach of contract, of warranty, or both of contract and of warranty.

INDEMNIFICATIONS: The successful contractor shall indemnify and save harmless

RTA, its trustees, officers, and employees from and against all loss, costs, liability, damage, and expense whether direct, consequential, or incidental, for personal injury and for property damage, such loss, costs, liability, damage and expense arising out of, or resulting in whole or in part, directly or indirectly, from work or operations under the contract but not limited to the acts, errors, omissions and negligence of Contractor's employees and agents, except to the extent of liability imposed due to RTA's own negligence.

ACCESS/SAFETY: The Contractor should be aware that RTA is a constantly operating organization, with activity 24 hours a day, seven days a week. The RTA intends to protect

RTA employees, customers, and property from harm due to Contractor activity and to reduce RTA’s liability exposure limits regarding safety and environmental infractions. In addition, the RTA expects all contractors and subcontractors to comply with and abide by all applicable regulatory standards.

Some special and unique safety and environmental concerns found at RTA and incumbent upon the contractor and sub-contractor include:

1. RTA operates 24 hours a day, seven (7) days a week.

2. Multiple-sized vehicles move about the interior and exterior of most buildings 24 hours a day. Please be advised that set traffic patterns have been established and must be followed.

3. Operators of all equipment are expected to be certified to operate appropriate equipment.

4. Restrictive rules apply to the running of engines inside all buildings.

5. Restrictive stormwater pollution rules apply.

6. Material Safety Data Sheets must be provided for all materials used. Specific notification is required if a product to be used on the job has been classified as an “Extremely Hazardous Material.”

7. Building evacuation procedures.

8. Fire safety and prevention procedures.

9. First aid procedures.

10. Hazardous material safety.

COMPLIANCE WITH RTA SECURITY MEASURES: All contractors are required to display an identification badge supplied by RTA while on RTA premises. Badges must be worn where they can be seen at all times. This requirement applies to every employee of all contractors and/or subcontractors. All contractors’ employees are also required to wear clothing that identifies the company for which they work (i.e., uniform, hard hat, jacket, etc.). Badges must be obtained from the Project Manager and must be returned upon completion of the project. A fee will be charged for any badges that are lost or not returned and will be deducted from the final project invoice.

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, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the RTA, 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.

Opportunity to Cure

The RTA, in its sole discretion may, in the case of a termination for breach or default, allow the Contractor ten (10) business days in which to cure the defect. In such case, the Notice of Termination will state the time period in which cure is permitted and other appropriate conditions.

If Contractor fails to remedy to RTA's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within ten (10) business days after receipt by Contractor of written notice from RTA setting forth the nature of said breach or default, RTA 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 RTA from also pursuing all available remedies against Contractor and its sureties for said breach or default.

Waiver of Remedies for any Breach

In the event that RTA elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this contract, such waiver by RTA shall not limit RTA’s remedies for any succeeding breach of that or of any other covenant, term, or condition of this contract.

American With Disabilities Act

The contractor agrees to comply with all applicable requirements of section 504 of the

Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination on the basis of handicaps, with the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. §§ 12101 et seq., which requires that accessible facilities and services be made available to persons with disabilities, including any subsequent amendments to that Act, and with the Architectural Barriers act of 1968, as amended, 42 U.S.C. §§ 4151 et seq., which requires that buildings and public accommodations be accessible to persons with disabilities, including any subsequent amendments to that

Act. In addition, the contractor agrees to comply with any and all applicable requirements issued by the FTA, DOT, DOJ, U.S. GSA, U.S. EEOC, U.S. FCC, any subsequent amendments thereto and any other nondiscrimination statute(s) that may apply to the Project.

Notification To FTA

If a current or prospective legal matter that may affect the Federal Government emerges, Contractor must promptly notify the RTA, which must then promptly notify the

FTA Chief Counsel and FTA Regional Counsel for Region 5. Contractor must include an equivalent provision in its sub agreements at every tier for any agreement that is a

“covered transaction” according to 2 C.F.R. §§ 180.220 and 1200.220.

1. Types of Legal Matters Requiring Notification. The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason.

2. Matters Affecting the Federal Government. Matters that may affect the Federal

Government include, but are not limited to, the Federal Government’s interests in the Award, the Contract, and any Amendments thereto, or the Federal

Government’s administration or enforcement of federal laws, regulations, and requirements.

3. Additional Notice to U.S. DOT Inspector General. Contractor must promptly notify the RTA, which must then promptly notify the U.S. DOT Inspector General in addition to the FTA Chief Counsel or Regional Counsel for Region 5 if Contractor has knowledge of potential fraud, waste, or abuse occurring on a Project receiving assistance from FTA. The notification provision applies if a person has or may have submitted a false claim under the False Claims Act, 31 U.S.C. §

3729, et seq., or has or may have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bid rigging, misappropriation or embezzlement, bribery, gratuity, or similar misconduct involving federal assistance. This responsibility occurs whether the Project is subject to this Contract or another agreement between the RTA and FTA, or an agreement involving a principal, officer, employee, agent, or Third-Party

Participant of the RTA. It also applies to subcontractors at any tier. Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a criminal or civil investigation by a Federal, state, or local law enforcement or other investigative RTA, a criminal indictment or civil complaint, or probable cause that could support a criminal indictment, or any other credible information in the possession of Contractor. In this paragraph, “promptly” means to refer information without delay and without change. This notification provision also applies to all divisions of the RTA, including divisions tasked with law enforcement or investigatory functions.

Debarment, Suspension, Ineligibility, & Voluntary Exclusion

Contractor shall comply and facilitate compliance with U.S. DOT regulations, “Non-procurement Suspension and Debarment,” 2 CFR part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) “Guidelines to

Agencies on Government-Wide Debarment and Suspension (Non-procurement),” 2

CFR part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount.

Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally-funded contract (which includes review of SAM at sam.gov, if necessary to comply with U.S. DOT regulations, 2 CFR Part 1200) and are not presently declared by any Federal department or RTA to be: (1) debarred from participation in any federally-assisted Award; (2) suspended from participation in any federally-assisted Award; (3) proposed for debarment from participation in any federally-assisted Award; (4) declared ineligible to participate in any federally-assisted Award; (5) voluntarily excluded from participation in any federally-assisted Award; or (6) disqualified from participation in any federally-assisted Award.

By signing and 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 the

RTA. If it is later determined by the RTA that Contractor knowingly rendered an erroneous certification, in addition to remedies available to the RTA, the Federal

Government may pursue available remedies, including but not limited to suspension and/or debarment. Contractor shall comply with the requirements of 2 CFR part 180, subpart C, as supplemented by 2 CFR part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer. Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions.

Fly America

[Applies to contracts and subcontracts involving the transportation of persons or property by air between a place in the United States and a place outside of the United

States, or between places outside the United States, when the FTA will participate in the cost of such air transportation.]

As used in this clause: (1) “international air transportation” means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States; (2) “United States” means the

50 States, the District of Columbia, and outlying areas; and (3) “U.S.-flag air carrier” means an air carrier holding a certificate under 49 U.S.C. Chapter 411.

When Federal funds are used to fund travel, Section 5 of the International Air

Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 40118) (Fly America

Act) requires contractors, recipients, and others use U.S.-flag…