Invitation_To_Bid_-_Vending_Machines_Services.pdf

INVITATION FOR BID

ITB 2025-3

INVITATION TO BID - VENDING MACHINES SERVICES

Western Reserve Transit Authority

604 Mahoning Ave

Youngstown, OH 44502

RELEASE DATE: November 4, 2025

DEADLINE FOR QUESTIONS: November 13, 2025

RESPONSE DEADLINE: December 4, 2025, 1:00 pm

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

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

Western Reserve Transit Authority

INVITATION FOR BID

Invitation To Bid - Vending Machines Services

1. Project Notice

2. Introduction

3. General Information

4. Proposal Requirements

5. General Instructions to Bidders

6. Scope of Work

7. Federal Transit Administration Required Provisions

8. Required Information

9. Pricing Proposal

Invitation For Bid #ITB 2025-3 Title: Invitation To Bid - Vending Machines Services

1. Project Notice

1.1. Legal Notice

Notice is hereby given that Western Reserve Transit Authority (WRTA) is solicitating an Invitation to

Bid for Vending Machines Services.

Detailed specifications can be found at https://procurement.opengov.com/portal/wrtaonline or www.wrtaonline.com/about/procurement-and-surplus/. The WRTA Procurement Process is a fully automated, web-based electronic bidding and vendor management system powered by

OpenGov. Proposals must be submitted using WRTA’s OpenGov portal in accordance with requirements set forth within the bidding documents. Submissions due on or before December 4,2025 10:00 AM, There will be a public bid opening conducted at WRTA 's boardroom on December 4,2025 at 10:00 AM.

Results will be posted on the OpenGov procurement portal following the bid opening. All vendors supplying a bid proposal will receive an email with the opening results.

The Western Reserve Transit Authority reserves the right to reject any and/or all proposals, to readvertise for proposals and to waive any informality in any proposal and to determine the most responsive proposal by its own criteria, as described within the specification.

http://www.wrtaonline.com/about/procurement-and-surplus/

2. Introduction

2.1. Summary

Western Reserve Transit Authority (WRTA) has been Youngstown's public transit system for over 50 years and expanded to offering service to all of Mahoning County in 2008. WRTA currently operates 56 vehicles that service over 27 fixed routes in Mahoning County and parts of Trumbull County. WRTA also has 26 vehicles providing paratransit, and countywide door to door service in Mahoning County. This project’s purpose is to solicit proposals from qualified vendors to furnish, install, service, maintain, and stock snack food vending machines and beverage vending machines services for Western Reserve

Transit Authority (WRTA).WRTA currently has 12 machines across two (2) locations that serves WRTA employees as well as members of the public. WRTA wants to continue to provide and improve the experience for the people being served with these machines which will also provide ample opportunity for sales and brand exposure to the selected vendor.

2.2. Background

WRTA is working to improve and update the vending machines and services that are currently offered.

To have a better variety of snack foods, beverages, fresh foods as well as having healthy options available for purchase for WRTA employees.

2.3. Contact Information

Jeff Siwiec

Director of Maintenance

604 Mahoning Ave.

Youngstown, OH 44502

Email: jsiwiec@wrtaonline.com

Phone: (330) 941-5762

Department:

Maintenance

Department Head:

Jeff Siwiec

Director

2.4. Timeline

Release Project Date November 4, 2025

Question Submission Deadline November 13, 2025, 1:00pm mailto:jsiwiec@wrtaonline.com tel:(330)941-5762

Question Response Deadline November 19, 2025, 1:00pm

Proposal Submission Deadline December 4, 2025, 1:00pm

Contractor Selection Date December 17, 2025

3. General Information

3.1. Overview of Western Reserve Transit Authority

WRTA has been Youngstown's public transit system for over 50 years providing daily service Monday–

Saturday and and expanded to offering service to all of Mahoning County in 2008 with additional service of 2 fixed routes to Warren, Oh. The bulk of WRTA’s service consists of twenty-two (22) fixed routes, most of which originate from the Federal Station Transit Center, located in downtown Youngstown.

WRTA also operates four (4) suburban loop routes in Mahoning County. WRTA also provides extensive curb-to-curb demand response services to the elderly and disabled throughout the county. WRTA has a fleet of 74 transit buses of various sizes .WRTA currently operates 56 vehicles that service over 22 fixed routes in Mahoning County and parts of Trumbull County. WRTA also has 26 vehicles providing paratransit, and countywide door to door service in Mahoning County.

3.2. Purpose

Western Reserve Transit Authority seeks to establish a contract with a qualified firm (Proposer) offering the functionality and capabilities in accordance with the specifications, terms and conditions set forth within this Invitation to Bid (ITB).This ITB will result in award to a single vendor, to replace Western

Reserve Transit Authority’s existing vending machines and service.

4. Proposal Requirements

4.1. Proposals

Bids shall be submitted electronically through the OpenGov portal. Submissions must include all required forms fully executed along with all requested submissions as described within solicitation documents. Proposals must be submitted by the date and time in the Timeline Section of this solicitation.

4.2. Technical Proposals

For bidder(s) to be considered responsive to the bid they must provide detailed description for all items as requested in any section of the specifications or notify WRTA prior to bid opening of any items that are not available. Failure to notify WRTA will imply the bidder(s) can and will, if requested, supply any item listed.

Technical Proposal shall include the following appropriately to best describe items and services:

A. A technical description of how the proposed items meets or exceeds the stated specifications.

B. A sample schedule of implementation, manufacturer, delivery, installation, and other services/events required by these specifications.

C. A listing of those elements of the specifications in which the bidder either "takes exception", proposes an "alternate configuration" and/or proposes equipment or material for consideration as an "approved equal".

4.3. Proposal Evaluation and Award Procedure

WRTA staff will evaluate all responses that fulfill the requirements of the ITB. WRTA reserves the right to award to a Proposing firm other than that of the lowest Price Proposal. Contracts may be awarded to a single vendor or multiple vendors. Award will be made to vendor(s) submitting proposals that meet the requirements of the ITB and offer the best overall as described on the cost proposal forms. Bids will be evaluated to conform to the requirements of FTA Circular 4220.1F and the FTA Best Practices

Procurement Manual, including but not limited to Cost and Price Analysis.

The signature of Authorized Representative on bid proposal signifies his or her agreement and understanding that the award will be made based on Total Price of required specifications and selected options. Optional Items not selected for price evaluation must be included but are not considered for award analysis. The award will be to the lowest responsive and responsible bidder meeting or exceeding all specifications requirements. All major components must meet FTA Buy America requirements.

4.4. Additional Considerations

1. Changes in Scope-of-Work: without invalidating the Contract, WRTA may order additions to or deletions from the work to be performed.

2. Pre-contractual Expenses: WRTA will not be liable for any pre-contractual expenses incurred by any Proposer, or selected Proposer. Pre-contractual expenses are defined as expenses incurred by Proposers and selected Proposer in:

1. Preparing Proposal in response to this ITB

2. Submitting Proposal to WRTA

3. Negotiating with WRTA on any matter related to Proposal

4. Incurring other expenses by Proposer or selected Proposer prior to date of award of any

Agreement. The proposer will not include any such expenses as part of the price proposed in response to this ITB. WRTA will be held harmless and free from any and all liability, claims, or expenses whatsoever incurred by or on behalf of any person or organization responding to this ITB.

3. Verbal Agreement or Conversation: no prior, current, or post award verbal agreement(s) with any officer, agent, or employee of WRTA will affect or modify any terms or obligations of this ITB or any Contract resulting from this procurement.

4. Bidders Responsibility:

1. Each bidder shall familiarize themself with all of the attached forms, including, General

Instructions to Bidders, Scope of Work, Specifications and Bid Proposal Section, as the bidder will be held responsible to comply fully therewith. The bidder shall be held to have carefully read the Conditions, both General and Special, and all attachments included with this bid package.

4.5. Bid Amounts

The undersigned Bidder, having carefully examined the Procurement and Contracting Requirements, Conditions of the Contract, Specifications, visited the site, and or being familiar with all conditions and requirements of the Work, hereby agrees to furnish all material, labor, equipment and services, necessary to complete the of the above-named project, according to the requirements of the

Procurement and Contracting Documents.

5. General Instructions to Bidders

5.1. Definitions

The term "WRTA", "Authority", “Recipient,” or "Purchaser", where it appears in the contract documents means the Western Reserve Transit Authority, 604 Mahoning Avenue, Youngstown, Ohio 44502. The term "FTA" refers to the Federal Transit Administration.

5.2. Request for Approved Equals

Proposers should note that all brand names in the Technical Specifications are meant for informational purposes only and an approved equal is always an acceptable substitute for any brand name mentioned.

Bidders may submit to WRTA requests for approved equals provided that such requests for approved equals are:

A. Submitted as a question on the Opengov portal. All requests must be received by WRTA no later than the solicitation question deadline; and

B. Provide evidence such as technical data, test results, or other pertinent information that demonstrates that the substitute offered is equal to or better than the specification requirement. A link may be pasted in the question submittal area to assist with defining specific product information.

C. Additional information may be requested as needed.

5.3. Questions

Questions must be submitted using the Question & Answer tab on the OpenGov portal prior to the solicitation question submittal deadline.

5.4. Bidder's Responsibility

Each bidder shall familiarize themselves with all solicitation documents including attached documents and forms, the bidder will be held responsible to comply fully therewith. The scope of the project is described in the specifications herein. All questions regarding the exact intent of the work should be brought to WRTA's attention prior to the solicitation question deadline. Any questions of this nature not brought up prior to this time shall be answered at WRTA's discretion and WRTA's decision shall be final.

5.5. Opening of Bids

Bids will be opened as specified in the solicitation timeline or as issued by an addenda.

5.6. Withdrawal of Proposals

Proposals may be withdrawn by the submitting vendor on the OpenGov Portal prior to the proposal submission deadline. Negligence on the part of the bidder in preparing the proposal confers no right for the withdrawal of the proposal after it has been opened. No proposal may be withdrawn or amended after bids have been publicly opened for a period of sixty (60) days thereafter.

5.7. Bid Protests

It is the policy of the WRTA to prepare specifications for invitation for bids that are not discriminatory in nature. All solicitations are to be open and free to all competing vendors whereby all have a reasonable chance to be successful and be awarded a contract. If a vendor feels that a particular solicitation is unfair for whatever reason, the following procedure must be followed to register a proper protest and said procedure shall be a part of all solicitations.

A. WRTA reserves the right to postpone a bid opening for its own convenience and to reject any and all bids.

B. Changes to the Scope of Work will be made by addendum.

C. Prime contractors or subcontractors may make appointments to discuss specifications. This, however, does not relieve them from the written documentation required by Paragraph "D" below.

D. Any Protest must be made in writing and addressed to the WRTA's Chief Executive Officer no later than (1) three days before the scheduled bid due date, (2) three days after the bid opening, or (3) three days after contract award, as applicable. Such protest must cite what the solicitation was for, and for what reason the protest is lodged.

E. The Chief Executive Officer shall make all reasonable attempts to resolve the protest prior to the bid opening or award of a contract, as applicable, and reserves the right to reschedule same if -at his discretion - deemed necessary. The Chief Executive Officer must make his decision in writing no later than ten (10) working days from the date the protest is lodged.

F. If the protest is not satisfactorily resolved under paragraph (e) above, the person or firm making the protest may request a hearing with his legal counsel and WRTA, with WRTA's legal counsel serving as arbitrator on the matter. Request for such a hearing must be made within fifteen (15) working days of the original date the protest was filed. The decision in the step shall be final and binding on all parties.

G. When a protest has been filed before award, WRTA will not make an award prior to the resolution of the protest unless WRTA determines that:

1. the item(s) to be procured are urgently required; or

2. delivery or performance will be unduly delayed by failure to make the award promptly; or

3. failure to make prompt award will otherwise cause undue harm to WRTA or the Federal

Government.

4. If the vendor believes that WRTA did not follow the above process, he/she may appeal to the Federal Transit Administration (FTA) as follows:

Office of Program Management

Federal Transit Administration

210 W. Adams Street

Suite 2410

Chicago, Illinois 60606

(312) 353-2789

The Federal Transit Administration will hear appeals only where a local protest procedure does not exist, where the local procedure was not followed or when the protest was not reviewed when presented an opportunity to do so.

5.8. Specifications

The specifications are to be interpreted according to their full intent, meaning and spirit, and shall be deemed to explain mutually to each other and to be descriptive of the equipment and/or services to be supplied under this contract. Should any error appear in the specifications, the same is to be referred to

WRTA for correction before the bids are submitted or the work proceeded with. The manufacturer or contractor shall make no alterations or corrections without consulting WRTA beforehand.

5.9. Contract Changes

Any proposed change in this contract shall be submitted to WRTA for WRTA's prior approval.

5.10. Single Bid Response

If only one bid is received in response to the invitation for bids, a detailed cost proposal may be requested of the single bidder/contractor. A cost or price analysis and evaluation and/or audit will be performed of the cost proposal in order to determine whether or not the price quoted is fair and reasonable. If the price quote submitted is not deemed to be fair and reasonable, WRTA, at its discretion may reject and re-solicit.

5.11. Subcontractor Utilization Requirements

All Contractors are responsible for making a good faith effort in and must document using forms supplied Disadvantage Business Enterprise (DBE) efforts accordingly.

5.12. Taxes

The Western Reserve Transit Authority is exempt by law from all taxes and charges. No taxes will be included in the bid proposal. WRTA will supply the necessary tax-exempt form.

5.13. Warranties

The bidder has an obligation to provide and insure all items are covered by a warranty. The bidder shall make every effort to assure that all obligations defined under all warranties applicable to the item(s) or any subpart of the item(s) are fulfilled.

The bidder shall assume responsibility for all materials and accessories used in the system whether the same is made by the manufacturer or purchased ready-made from an outside source. The bidder shall warrant that all materials will conform to the published specifications and will be free from defects in material, workmanship, and title. The product must be of the highest quality and workmanship must be the best attainable. All materials furnished shall be subject to testing to assure compliance with contractual specifications. The warranty period shall be as indicated in the attached specifications and shall include all parts and labor.

6. Scope of Work

Project specifications and requirements.

6.1. Project Overview

Summary

Western Reserve Transit Authority(WRTA) is seeking bids from qualified bidders to provide vending services for both of WRTA’s facilities. The purpose of this solicitation is to establish a contract with contractor that can supply and maintain vending machines, stock them with quality products, and provide excellent customer service to WRTA employees and visitors. The vending services are expected to meet the needs of a diverse population and comply with all relevant regulations and standards. This contract will be for a five(5) year period of time from a designated start date. Consisting of three(3) years with two additional years renewable in one-year increments.

General Requirements

Contractors shall provide vending machines at all WRTA location or facility.

1. Contractors should deliver, install and service all vending machines.

2. Contractor should maintain all vending machines and provide routine maintenance of all machine components on a regular basis as recommended by the manufacturer.

3. Contractor shall promptly replace machines that are determined to be inoperable.

Replacements shall be made at no cost to WRTA.

4. Contractor shall promptly repair machines, as necessary. Upon notification of a broken or malfunctioning machine, a repair technician shall respond to the call within one (1) business day. Repairs shall be made at no cost to WRTA.

5. Contractor shall reimburse the vending machine user when an item purchased is not dispensed or when adequate change is not received or returned, and such refund shall be provided to the requester within five (5) business days.

6. Contractor’s name and contact telephone number must be prominently displayed on each vending machine.

7. Contractor shall regularly service all vending machines to ensure items are stocked at all times. The Contractor may service locations with lower usage less frequently, provided the machine is adequately stocked between visits and all items are fresh. Alternatively, if certain machines experience unusually high usage, Contractor shall be responsible for servicing those machines more frequently. The Contractor shall adjust service frequencies at the

WRTA’s request.

8. Contractor employees must have appropriate identification at all times while on WRTA property. In addition, all Contractor employees shall be easily identified by uniform, name badges, or other similar means.

9. Contractors will provide final water connections for hot beverage machines.

10. Contractor shall employ adequately trained and competent personnel to service, repair and replace machines during the contract term.

11. Each interested and qualified Bidder must have been in the vending machine service business no less than two (2) consecutive years under the same business name.

12. Three (3) References provided will be used to verify the Bidder’s experience.

Vending Machine Requirements (Cold beverage, hot beverage, and snack)

1. All vending machines shall include a dollar bill changer and coin changer and be able to accept both coins and dollar bills. WRTA is also requesting that credit/debit card technology options as a form of payment.

2. A separate bill changer may be requested at some locations and shall be provided by the

Contractor upon request by WRTA

3. WRTA encourages that all cold beverage vending machines provided by the Contractor be designated ENERGY STAR compliant and include a low power mode that allows the machine to be placed in a low energy state during times of inactivity. Additional information regarding ENERGY STAR vending machines may be obtained at www.energystar.gov.

4. All vending machines shall meet applicable electrical standards and be properly tested.

5. The Contractor must keep all equipment in proper appearance and mechanical working order at all times.

6. The Contractor must provide replacement machines within two (2) business days from notification of those machines which may become unserviceable, experience frequent breakdowns, or otherwise fail to comply with the specifications, as determined by WRTA

7. At the time of install if the general appearance of any machine detracts from a generally neat and orderly appearance of the area in which it is located, WRTA reserves the right to require replacement of said device with a more acceptable machine to provide the same or better service and vending capability. The cost for removing and replacing any machine will be borne by the Contractor.

https://www.energystar.gov/

Snack, Fresh Foods and Beverage Requirements

1. All items dispensed from machines shall be fresh and safe for human consumption. At no time shall dispensed items exceed the sell by date printed on the item.

2. Contractors will offer a variety of vended products, including healthy options.

3. Contractors shall have the ability to provide Coke, Pepsi, and other brand products within the same machine, or provide multiple machines for each facility.

4. Snacks: a large variety of pre-packaged products shall be offered. They should include a variety of candies, pastries, regular and sugar substitute products; chips, crackers, cookies, etc., along with healthy items, all of a variety of brands, in the same machine. Snacks shall not be limited to one(1) or two(2) bands names.

5. Any product offered must be fresh when delivered and stock must be rotated on a regular basis to maintain a fresh supply. Consideration should be given to those products offering adequate packaging to prevent aging, hardening, or other similar deterioration of merchandise quality.

6. Hot beverage machines will offer a variety of products including coffee, hot tea and hot chocolates and include sugar free options and well as decaffeinated options.

7. Other: Various machines should provide cold sandwiches, fresh fruits and vegetables, canned food, heat able products, etc.

8. If a certain product becomes too expensive, WRTA will have the ability to request that that product no longer be stocked in certain locations that may not be able to accommodate something that expensive.

Add/Delete Vending Machines

1. The WRTA reserves the right to add and remove machines and to add and remove locations during the term of the contract. WRTA may do this for any reason, and at any time.

2. When WRTA requests an addition or removal, the Contractor shall complete the addition or removal within ten (10) business days.

3. All requests to add or remove machines shall be coordinated through the Procurement

Office. The Contractor is only authorized to add or delete machines as directed by the

Procurement Office which will be documented through a contract change.

End of Contract

The awarded Contractor must fully cooperate with WRTA at the end of the contract to remove machines in a timely manner and to minimize damage, beyond normal wear and tear to the areas where vending machines are installed. WRTA and Contractor will work cooperatively to establish a removal schedule.

Revenue Percentage

Vendors shall indicate in their proposal the percentage(%) rate for the gross revenue they shall pay

WRTA per year. Commission must be based on actual sales and not adjusted value. Vendors will provide price lists with their proposals for the products that will be sold in the vending machines. The price lists submitted with the proposal shall include pricing data adequate to establish the reasonableness of the proposed percentage rate. Vendors shall base the percentage rate offered on the price lists submitted.

If WRTA cannot determine a correlation of proposed percentage rate with the pricing submitted, it may be cause for non-award.

Money Collection

Money shall be collected at least weekly, and all change tubes shall be stocked full of change when serviced. Collection records shall be maintained for each separate machine. WRTA reserves the right to observe cash collections at its discretion.

Audits

WRTA reserves the right to complete an audit of the Contractor’s records, reports, and sales data at any time during the term of the contract with at least 24 hours written notice by WRTA. The Contractor must fully cooperate with the audit request.

Reports and Payment

A. Contractor shall submit a detailed sales and commission report on a monthly basis with the commission payment. Commission reports and payment shall be submitted to the Finance

Office at 604 Mahoning Ave Youngstown,Oh.44502 The report shall be received in Finance

Office the by the 15th of the month following the prior monthly period. A sample commission report must be submitted with the response.

B. All amounts, costs, or prices referred to herein pursuant to this Agreement shall be United

States of America currency

C. Contractor shall provide a sample commission report with the response

D. When distributing commission checks, the Contractor has the ability to issue just one check for all WRTA machines.

E. Contractor will maintain vending pricing for 24 months from start of contract.

F. Commissions shall be paid monthly.

G. Each commission report is required to include the following information:

H. Contractor's name.

I. Address.

J. Contract Number.

K. Gross sales, net sales (minus refunds) and commission paid by location and machine type

(cold beverage, hot beverage, and snack) categorized by department.

L. The level of detail regarding sales by location or machine shall be as such indicated:

a. Commission payable based on total gross sales

b. Commission payable based on snack sales

c. Commission payable based on fresh food sales

d. Commission payable based on water sales

e. Commission payable based on non-carbonation sales

f. Commission payable based on soda sales

Signs

The Contractor shall not attach, or affix on the outside of the machines or premises, any flags, placards, signs, political signs, poles, wires, aerials, antennae, or fixtures, other than decals with the contact information for service and product, without the prior written consent of WRTA. A repair service telephone number shall be noted on all equipment.

7. Federal Transit Administration Required Provisions

The funding agencies for this procurement may include the United States Department of Transportation

(U.S. DOT), Federal Transit Administration (FTA); Ohio Department of Transportation (ODOT) and, the

Western Reserve Transit Authority (WRTA). Therefore, in addition to the applicable General Conditions, the bidder/contractor shall comply with the following clauses required by FTA, etc. The words, “Purchaser” and “Recipient,” in these clauses shall, as applicable, mean WRTA.

7.1. No Federal Government Obligations to Third Parties

A. WRTA 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 of WRTA, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract.

B. 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.

7.2. Program Fraud and False or Fraudulent Statements and Related Acts

A. 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.

B. 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. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

C. 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.

7.3. Access to Third Party Contract Records and Reports

A. WRTA is a political sub-division of the State of Ohio and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i). The Contractor agrees to provide WRTA, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. The Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA

Administrator or his authorized representatives including any PMO Contractor access to the

Contractor's records and construction sites pertaining to a major capital project, defined at 49

U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311.

B. The Contractor agrees to permit WRTA to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

C. The Contractor agrees to maintain all books, records, accounts and reports required under this

Contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case the Contractor agrees to maintain same until WRTA, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49

CFR 18.39(i) (11).

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

7.4. Changes to Federal Requirements

The 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 WRTA and the FTA, as they may be amended or promulgated from time to time during the term of this contract. The Contractor's failure to so comply shall constitute a material breach of this

Contract.

7.5. Termination of Contract

A. Termination For Convenience – (General Provision) WRTA may terminate this contract, in whole or in part, at any time by written notice to the contractor when it is in WRTA’s best interest. The contractor shall be paid its costs, including contract close-out costs, and profit from work performed up to the time of termination. The contractor shall promptly submit its termination claim to WRTA to be to the contractor. If the contractor has any property in its possession belonging to WRTA, the contractor will account for the same, and dispose of it in the manner

WRTA directs.

B. Termination for Default (Supplies and Services) - If the contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the

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

1. If, it is later determined that the contractor had an excusable reason for not performing, such as a strike, fire, flood, events which are not the fault of the contractor, WRTA, after setting up a new delivery performance schedule, may allow the contractor to continue work, or treat the termination as if the termination had been issued for convenience.

C. Opportunity to Cure – WRTA in its sole discretion may, in the case of a termination for breach or default, allow the contractor up to ten (10) calendar 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.

1. If the contractor fails to remedy to WRTA’s satisfaction the breach or default of any of the terms, covenants, or conditions of this contract within 10 calendar days after receipt by the contractor of written notice from WRTA setting forth the nature of said breach or default, WRTA shall have the right to terminate the contract without any further obligation to the

Contractor. Any such termination of default shall not in any way operate to preclude WRTA from also pursuing all available remedies against the contractor and its sureties for said breach or default.

D. Waiver of Remedies for any Breach - In the event that WRTA elects to waive its remedies for any breach by the contractor of any covenant, term or condition of this contract, such waiver by

WRTA shall not limit WRTA’s remedies for any succeeding breach of that or of any other term, covenant, or condition of this contract.

E. Termination for Convenience (Professional or Transit Service Contracts) - WRTA, by written notice, may terminate this contract, in whole or in part, when it is in the best interest of WRTA to do so. If this contract is terminated, WRTA shall be liable only for the payment under the payment provisions of this contract for services rendered before the effective date of termination.

F. Termination for Default (Supplies and Services) – If the contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the contractor fails to comply with any provision of this contract, WRTA may terminate this contract for default, the rights and obligations of the parties shall be the same as if the termination had been issued for convenience of WRTA.

G. Termination for Default (Transportation Services) - If the contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract, WRTA may terminate this contract for default. WRTA shall terminate by delivering to the contractor a Notice of Termination specifying the nature of default. The contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract.

1. 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 WRTA’s convenience.

H. Termination for Default (Construction) – If the contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the contractor fails to comply with any other provisions of this contract, WRTA shall terminate by delivering to the contractor a Notice of Termination specifying the nature of the default. In this event, WRTA may take over the work and complete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The contractor and its sureties shall be liable for any damage to WRTA resulting in the contractor’s refusal or failure to complete the work within the specified time, whether or not the contractor’s right to proceed with the work is terminated. This liability includes any increased costs incurred by WRTA in completing the work. The contractor’s right to proceed shall not be terminated and the contractor charged with damages under this clause if;

1. The delay in completing the work arises from unforeseeable causes beyond their control and without the fault or negligence of the contractor. Examples of such causes include: acts of God, acts of WRTA, acts of another contractor in the performance of a contract with

WRTA, epidemics, quarantine restrictions, strikes, freight embargoes; and

2. The contractor, within ten (10) days from the beginning of the delay, notifies WRTA in writing of the causes of the delay. If in the judgment of WRTA, the delay is excusable, the time for completing the work shall be extended. The judgment of WRTA shall be final and conclusive on the parties, but subject to appeal under the dispute’s clause herein. If, after termination of the contractor’s right to proceed, it is determined that the contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of WRTA.

I. Termination for Convenience of Default (Architectural and Engineering contracts) - WRTA may terminate this contract in whole or in part, for WRTA’s convenience or because of the failure of the contractor to fulfill the contract obligations. WRTA shall terminate by delivering to the contractor a Notice of Termination specifying the nature, extent, and effective date of termination. Upon receipt of the notice, the contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to WRTA 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 WRTA, WRTA 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, WRTA may complete the work by contract or otherwise and the contractor shall be liable for any additional costs incurred by WRTA. 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 WRTA.

J. Termination for Convenience or Default (Cost-Type Contracts) – WRTA may terminate this contract, or any portion of it, by serving notice or termination on the contractor. The notice shall state whether the termination is for the convenience of WRTA or for the default of the contractor. If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The contractor shall account for any property in its possession paid for them from funds received from WRTA, or WRTA may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The contractor shall promptly submit its termination claim to WRTA and the parties shall negotiate the termination settlement to be paid by the contractor. If the termination is for the convenience of WRTA, the contractor shall be paid its contract close-out costs, and a fee, if the contract provides for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, WRTA determines that the contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of or are beyond the control of the contractor, WRTA, after setting up a new work schedule, may allow the contractor to continue work, or treat the termination as a termination for convenience.

7.6. Civil Rights Compliance

A. 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.

B. Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying Contract:

1. 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.

2. 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.

3. 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.

C. 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.

7.7. Compliance with Regulations

The bidder/contractor shall comply with the Regulations relative to nondiscrimination in Federally assisted programs of the Department of Transportation (hereinafter, DOT) Title 49, Code of Federal

Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the

Regulations), which are herein incorporated by reference and made a part of this contract.

7.8. Solicitation for Subcontracts, Including Procurements of Materials and Equipment

In all solicitations either by competitive bidding or negotiation made by the bidder/contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the bidder/contractor of the bidder’s/contractor’s obligations under this contract and the regulations relative to nondiscrimination on the grounds of race, religion, color, sex, age, or national origin.

7.9. Information and Reports

The bidder/contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Recipient or the Federal Transit

Administration (FTA) to be pertinent to ascertain compliance with such Regulations, orders, and instructions.

Where any information is required or a bidder/contractor is in the exclusive possession of another who fails or refuses to furnish this information, the bidder/contractor shall so certify to the Recipient, or the

Federal Transit Administration, as appropriate, and shall set forth what efforts it has made to obtain the information.

7.10. Sanctions for Noncompliance

In the event of the bidder’s/contractor’s noncompliance with the nondiscrimination provisions of this contract, the Recipient shall impose such contract sanctions as it or the Federal Transit Administration may determine to be appropriate, including, but not limited to:

A. Withholding of payments to the bidder/contractor under the contract until the bidder/contractor complies, and/or, B. Cancellation, termination, or suspension of the contract, in whole or in part.

7.11. Incorporation of FTA Provisions

The provisions within include, in part, certain Standard Terms and Conditions required under the

Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2

CFR § 200), whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, detailed in 2 CFR § 200 or as amended by 2 CFR § 1201, or the most recent version of FTA Circular 4220.1 are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any request which would cause a violation of the FTA terms and conditions.

7.12. Notice to Third Party Participants

A. Federal requirements that apply to the Recipient or the Award, the accompanying Underlying

Agreement, and any Amendments thereto may change due to changes in federal law, regulation, other requirements, or guidance, or changes in the Recipient’s Underlying

Agreement including any information incorporated by reference and made part of that

Underlying Agreement; and

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

7.13. Government-Wide Debarment and Suspension

The Contractor/ Vendor shall comply and facilitate compliance with U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 C.F.R. 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. 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. As such, 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:

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 ay federally assisted Award.

By signing and submitting its bid or proposal, the bidder or…