Greater Dayton Regional

Transit Authority

Request for Proposal

MAJOR ACCIDENT BUS REPAIR - BUS 1801

CONTRACT BID NO. GD 25-66

RELEASE DATE

December 4, 2025

REQUEST FOR PROPOSAL

MAJOR ACCIDENT BUS REPAIR - BUS 1801

RFP No. GD 25-66

TABLE OF CONTENTS

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

Attachments:

A - Sample Contract (DO NOT COMPLETE)

B - RTA General Terms and Conditions

C - 4469 American Seating Quote

D - 4469 Gillig Parts Price Quote

E - Northeast Ohio Vehicle Appraiser - 4469 Estimate - 7-29-25

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LETTER TO PROPOSERS

RELEASE DATE: Thursday, December 4, 2025

DEAR PROSPECTIVE PROPOSER:

Re: Request for Proposal (RFP)

Major Accident Bus Repair - Bus 1801

RFP No. GD 25-66

Notice is hereby given that Greater Dayton Regional Transit Authority (RTA) is requesting proposals for the following procurement. All proposals must be submitted in accordance with requirements set forth in this procurement solicitation, and must be received via OpenGov before 11:00 am, Dayton (Eastern) time, on Tuesday, January

13, 2026, for the following project:

Major Accident Bus Repair - Bus 1801

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

RFP Release Date: December 4, 2025

Pre-Proposal Conference (Non-

Mandatory):

December 16, 2025, 10:00am

600 Longworth Street

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

December 23, 2025, 5:00pm

Proposal Due Date: January 13, 2026, 11:00am

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

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

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

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

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

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

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

Sincerely, Michelle Collier

Senior Purchasing Agent

SCOPE OF WORK & SPECIAL CONDITIONS

Scope of Work

A pre-bid conference/site visit opportunity, including an inspection of the bus, will be held on December 16, 2025, at 10:00 AM.

DESCRIPTION OF THE DAMAGE - 1801 is 2018 Model, G27D102N4, VIN

# 15GGD2717J3192944

This description is not intended to capture all damage associated with this major accident but is rather a high-level summary of the sustained damage. The contractor is responsible for determining the extent of the damage and providing a proposal that is sufficiently detailed to minimize change orders during the repair process. Due to the magnitude of the damage, the RTA understands that there is the possibility of unforeseen repair work, parts and labor. However, an experienced contractor should be able to minimize any unforeseen repairs.

This bus sustained major/extensive structural damage to the rear of the bus. This bus was hit in the rear end by a very large tree trimming bucket truck. The rear bumper is pushed in and is almost hitting the lower engine pulley. The engine mounting rails are both bent. All rear body panels need to be replaced; engine door, AC condenser fan door, right and left light panels which hold the brake, turn signal and back-up lights and most likely the condenser fan grille on the roof of the bus. The radiator door and the right rear access door need replaced. There is at least one (1) broken seat inside the bus, https://procurement.opengov.com/portal/greaterdaytonrta which may or may not indicate that there are other structural issues with the floor, each side of the bus structure or other structural damage to the frame. There does not appear to be any structural frame damage, other than the engine mounting rails, but the contractor will need to verify that the frame is not damaged, bent or compromised. When the bus was hit in the rear end, the bus was pushed into another automobile, so there may be damage to the bike rack, front bumper and/or front understructure, but there is no visible damage noticed. Included with this scope of work are about forty (40) pictures of the damage and the scene to help the contractor understand the extent of the damage seen as well as what may not be seen. In addition, there is also a very detailed insurance estimate that will be included with this scope of work. This estimate was prepared by a very experienced estimator familiar with transit bus major accident repairs.

GILLIG PARTS AND COMPONENTS

A flash drive of the Gillig parts manual, electrical schematic, service manual and

I/O Controls for this bus will be provided to all interested contractors at the Pre-

Proposal Meeting on December 16, 2025, at 10:00 AM. If a contractor is not present at the Pre-Proposal Meeting, a flash drive will be mailed upon request. In addition, several photos and videos of the damage will be provided as part of this RFP.

PARTS, SERVICES AND GENERAL CONTRACTOR REQUIREMENTS

1. The contractor shall supply all parts, labor, towing and liability insurance from pick up at RTA, travel to the contractor’s site, performance of the body repairs and the return of the bus to the RTA in full operating condition.

2. All parts used for this repair shall be new; meaning the parts, components and/or assemblies have not been used or installed previously, unless such parts are approved by RTA in writing. All parts shall be OEM, unless such parts are approved by the RTA in writing. All parts shall fit and function properly.

3. The contractor shall show sufficient plant capacity, machinery, tooling, shop equipment and skilled labor to perform the necessary repairs on this bus. A list of references showing evidence of similar and successful repairs of this magnitude is required.

4. All repair work shall be completed in order to meet all Federal Motor Vehicle Safety

Standards (FMVSS).

5. The contractor shall identify their proposed facility location, hours of operation, “key” contacts along with phone numbers and e-mail addresses of all who will be available during the contractor’s hours of operation.

6. The contractor shall appoint one (1) person as Project Manager, who will serve as the primary contact for the entire project. The RTA’s Project Manager will be

Daron Brown, Chief Maintenance Officer, 937-425-8630 or 859-609-3394 (cell) dbrown@greaterdaytonrta.org. The alternate contact person will be Pat mailto:dbrown@greaterdaytonrta.org

O’Malley, Deputy Chief Maintenance Officer, 937-425-8636, pomalley@greaterdaytonrta.org.

7. During the course of repairs, the RTA reserves the right to conduct an on-site visit to inspect the facilities (shop) along with employee training certifications of the contractor as necessary to determine compliance and/or conformance to this scope of work.

8. The contractor shall maintain copies of their technician’s accreditations and certificates of training. The RTA reserves the right to inspect said credentials to meet compliance with this scope of work.

9. The contractor shall complete the work within the least amount of time, while maintaining consistency and quality. The contractor shall supply a production plan and a timeline to expedite the work as part of their proposal. The production plan shall include threshold dates and a delivery date back to the

RTA. RTA’s goal for this work is to allow about 2 months for parts to be ordered and delivered to the contractor and about 4 months to complete the work.

10. The contractor shall have sufficient quality control/assurance procedures in place. A detailed description of the processes and credentials of quality control/assurance personnel shall be provided. A copy of the quality control/assurance procedures shall be a part of the proposal.

11. If the contractor requires an extension to the contractor’s original completion timeline, the following shall prevail:

a. Grounds for Extension

a. The contractor shall provide a request for an extension of the return delivery date in writing and such request shall include evidence that the extension was unavoidable, not the fault of the contractor and could not have been reasonably anticipated or avoided.

b. The contractor shall be provided a reasonable extension of time for unavoidable delays caused solely by:

i. Any acts or omissions by the RTA or its representatives or employees

ii. Any acts of other public authorities

iii. Causes not reasonably foreseen by the parties at the time of the proposal and which were entirely beyond the control and without the fault or negligence of the contractor, including, but not limited to, Acts of

God, or the Public Enemy, war or other natural emergency making delivery temporarily impossible or illegal, acts of omission by other suppliers, strikes and labor disputes not brought on by acts of omission of the contractor, fires, floods, epidemics quarantine restrictions, freight embargoes, weather of unusual severity such as cyclones, tornadoes or abnormal weather.

mailto:pomalley@greaterdaytonrta.org

b. Delays of Subcontractors, Vendors or Material: Delays caused by subcontractors, vendors or material will not, in themselves, be causes for the granting of an extension of time by the RTA. Such delays to warrant an extension of time must be occasioned by the same causes specified in

“a. Grounds for Extension” (above).

c. RTA Decision: RTA will review the contractor’s request and shall ascertain the facts and the cause and extent of delay and make a decision. The RTA may request additional information to substantiate any statements of claims in the application. Failure of the contractor to promptly and fully furnish the additional information requested shall be deemed a waiver on the part of the contractor for an extension of time requested. The RTA shall be under no obligation however, to request additional information and may confine its review and base its decision solely on the statements made in the contractor’s original written application.

d. Sole Remedy: The contractor agrees to make no claims for damages for delay in performance occasioned by any act of omission of the RTA and agrees that any such claim shall be fully compensated for, by an extension of time to complete the delivery of the bus back to the RTA.

11. The contractor shall supply the RTA with certificates of liability insurance sufficient to cover the vehicle during the entire term of the contract. This includes, but is not limited to, travel to and from the repair facility and while the bus is located at the repair facility.

See details with the RFP documentation for additional insurance requirements.

13. The contractor shall provide sufficient evidence that they have performed similar type of work that is required for this major accident repair. The contractor shall supply at least five (5) references to support their stated experience.

14. Prior to the contractor taking possession of the bus, the RTA and the contractor will jointly identify all missing components and/or equipment that may have been removed from the bus. If a representative is not on-site when the contractor takes possession, RTA will provide a list of parts and/or components removed or missing; then upon arrival at the contractor’s site, the contractor can compare

RTA’s list and add to it as necessary. Prior to work commencing, both parties will have agreement on parts and/or components that have been removed or are missing.

15. Documentation of work through photos. The contractor shall take several photos of the damage prior to starting the work and shall take pictures of damage that heretofore, was unable to be seen or identified. There should be a photo log from the start to the completion of the repair. A copy of the photo log shall be provided to the RTA at the completion of the repair.

ADDITIONAL OR UNFORESEEN WORK

Should the successful contractor find additional work that is required, which was not evident during the site visit, and was not part of the original proposal, the following shall prevail:

1. The contractor shall provide RTA with a detailed estimate of any additional work required, a breakdown of additional parts and labor, the reason this work is now required and why it was not included in the original proposal. The contractor shall provide photos of the additional work for reference.

2. The RTA shall review the additional work estimate and if it agrees, shall issue written permission and a change order to perform the additional work as outlined in the written estimate.

3. The labor rate provided for any additional work shall not exceed the labor rate provided as part of the original proposal.

WARRANTY

1. All repairs including but not limited to; painting, fabrication (any manufactured parts by the contractor), frame repairs, structural integrity and workmanship shall be warranted for a period of one (1) year. This includes parts supplied by the contractor, components and items furnished during the repair process.

2. Warranty repairs shall be performed by the contractor or the contractor’s designee. A local warranty designee shall be included in the contractor’s proposal, if the contractor is more than 100 miles from the RTA.

3. Warranty repairs performed by the RTA will be billed to the Contractor at an hourly rate of $85.00. The rate will cover the diagnostic time as well as the repair time.

Warranty parts will be charged to the contractor at the current list price plus fifteen

(15%) percent for handling and restocking.

4. Warranty period shall begin on the day when the bus is accepted by the RTA, after the RTA’s authorized inspection team, Daron Brown and Pat O’Malley, has determined that the bus is in acceptable repair condition after delivery and in operating condition. This time will not exceed 20 days from its arrival back to RTA.

5. Warranty repairs must commence within ten (10) working days with an agreed upon reasonable time of completion.

6. The RTA will hold the contractor harmless from any/all warranties/claims which have resulted from abuse or misuse beyond normal operation and/or the intended use of the vehicle.

PROPOSAL PRICING

1. PARTS – The contractor shall provide the RTA with a complete list of required parts to make a full and complete repair to the vehicle and the contractor will supply that list to RTA with each part individually priced and quantities of each part included.

2. LABOR – The contractor shall provide a fixed labor rate for all labor categories and shall provide the expected number of hours of each category required to make a full and complete repair to the vehicle. The labor rates shall remain constant for the entire repair.

The total of these 2 items above – Parts and Labor shall constitute the contractor’s total proposed cost for the repair. All prices shall remain firm throughout the entire repair and contract term.

INVOICING

A detailed process for invoicing shall be included in the contract between the RTA and the contractor. The contractor shall make a recommendation for invoicing to the RTA as part of the proposal. All invoices shall be paid not less than 30 days from the date of the delivery and final acceptance of the bus.

However, the RTA will approve partial payments for completed work to date or parts purchased to date, subject to approval by RTA’s project manager. The contractor will be required to provide sufficient evidence that the work being invoiced has actually been completed or the parts being invoiced have actually been purchased, are on-site at the contractor’s facility and are already paid for by the contractor.

Contract Terms (Requirements Contract)

1. Contract Pricing

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

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

2. Contract Duration

The duration or term of this contract shall be for twelve (12) months. RTA reserves the right to award this contract to one or more contractors.

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

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

RTA exercises this option, the extended contract shall be considered to include this option provision. The total duration of this contract, including the exercise of any options under this clause, shall not exceed twelve (12) months.

3. Quantity and Delivery Requirements

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

INSTRUCTIONS TO PROPOSERS

Greater Dayton RTA Background

History

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

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

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

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

Governing Body

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

Board of Trustees.

Proposal Submission Instructions

Greater Dayton Regional Transit Authority, hereinafter called "RTA", requests bids for

Major Accident Bus Repair - Bus 1801, hereinafter called "above-named project" or by the specific project name, under the following requirements and conditions, which shall be considered an essential part of the contract documents.

1. Submission and Modification

Submissions are due electronically by 11:00 am, Dayton (Eastern) time on Tuesday, January 13, 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.

2. Requests for Clarification

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

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

3. Proposal Evaluation

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

Proposals shall be used as the basis for contract negotiation.

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

4. Contract Award

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

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

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

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

5. Funding

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

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

6. Specified Material and "Approved Equals"

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

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

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

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

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

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

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

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

7. Requesting an Approved Equal

To request an approved equal, contact Michelle Collier at mcollier@greaterdaytonrta.org prior to the final date for questions and clarifications which is Tuesday, December 23, 2025. Any request for approved equal must include a formal product sheet that lists all relevant specifications that are included in the scope of work of this project. If there are required specifications that are not addressed or the proposed equal has insufficient specifications, the proposed equal will not be approved.

8. Protest Procedures

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

DEFINITIONS

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

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

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

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

SUBMITTAL PROCESS

1. Before Protest

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

2. Filing a Protest

Protests may be filed during the following:

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

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

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

3. Protest Submittals

Protest shall include, at a minimum:

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

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

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

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

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

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

G. A statement of the specific relief requested.

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

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

Director of Procurement

Greater Dayton Regional Transit Authority

4 S. Main StreetDayton, OH 45402

4. Protest Determination

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

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

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

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

5. Request for Reconsideration

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

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

9. Confidentiality of Proposals

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

10. Trade Secret Notification

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

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

Terms & Conditions

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

FTA REQUIRED CLAUSES

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

No Federal Government Obligation to Third Parties

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

Incorporation of FTA Terms

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

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

Program Fraud & False Statements or Related Acts

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

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

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

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

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

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

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

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

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

Access To Records, Reports, & Sites

Record Retention. Contractor shall retain and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, sub-agreements, leases, subcontracts, arrangements, other third-party agreements of any type, and supporting materials related to those records.

Retention Period. Contractor shall comply with the record retention requirements in accordance with 2 CFR § 200.333. Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at least three (3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto.

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

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

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

Federal Changes

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

Contract.

Civil Rights

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

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

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

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

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

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

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

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

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

U.S.C. § 5332; and

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

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

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

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

Equal Employment Opportunity

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

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

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

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

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

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

Requirements and Guidelines for Federal Transit Administration Recipients.”

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

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

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

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

Free Speech & Religious Liberty

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

Disadvantaged Business Enterprises Requirements

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

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

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

• Withholding monthly progress payments;

• Assessing sanctions;

• Liquidated damages; and/or

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

26.13(b).

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

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

C.F.R. § 26.53(f) (1).

Prompt Payment

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

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

Energy Conservation

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

Safe Operations of Motor Vehicles

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

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

Contractor or RTA.

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

Contract.

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

Federal Acquisition Regulation 2.101 on the date of subcontract award.

Contractor Policies To Ban Text Messaging While Driving

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

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

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

Prohibited Telecommunications/Surveillance Services/Equipment.

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

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

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

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