MVRTDAuditRFP.docx

MARBLE VALLEY REGIONAL TRANSIT DISTRICT

REQUEST FOR PROPOSALS

FOR PROFESSIONAL AUDIT SERVICES

September 2024

I. INTRODUCTION

A. General Information

Marble Valley Regional Transit District, hereafter known as MVRTD, is requesting proposals from qualified firms of certified public accountants to audit its annual financial statements for MVRTD’s fiscal year ending June 30, 2024, June 30, 2025, and June 30, 2026 with the option of auditing its financial statements for fiscal years June 30, 2027, and 2028.

There is no expressed or implied obligation for MVRTD to reimburse responding firms for any expenses incurred in preparing proposals in response to this request.

Respondents should submit one (1) digital copy (PDF) of the proposal no later than 12:00pm on October 23, 2024.

Jen@thebus.com Jennifer Ellis/Human Resource Manager/Procurement Admin.

Marble Valley Regional Transit District 165 Spruce Street Rutland, VT 05701

MVRTD reserves the right to reject any or all proposals submitted. Proposals submitted will be evaluated by a Selection Committee consisting of MVRTD personnel and at least one member of the Board of Directors.

During the evaluation process, MVRTD reserves the right to request additional information or clarification from proposers, or to allow corrections of errors or omissions. Firms may be requested to make oral presentations to the Selection Committee as part of the final evaluation process.

MVRTD reserves the right to retain all proposals submitted and to use any ideas in a proposal regardless of whether the proposal is selected. Submission of a proposal indicates acceptance by the firm of the conditions contained in this request for proposals, unless clearly and specifically noted in the proposal submitted and confirmed in the contract between MVRTD and the firm selected.

It is anticipated the selection of a firm will be completed by November 6, 2024. Following the notification of the selected firm, it is expected a contract will be executed between both parties following the November 12, 2024 meeting of the Board of Directors.

B. Term of Engagement

A base three-year contract with two 1-year options is contemplated, subject to the annual review and recommendation of the Selection Committee, the satisfactory negotiation of terms (including a price acceptable to both MVRTD and the selected firm) and the concurrence of the Board of Directors of MVRTD.

II. NATURE OF SERVICES REQUIRED

A. Scope of Work to be Performed

MVRTD desires the auditor to express an opinion of the fair presentation of its basic (general purpose) financial statements in conformity with governmental accounting principles generally accepted in the United States of America.

MVRTD also desires the auditor to provide an “in-relation-to” opinion on the supplementary information based on the auditing procedures applied during the audit of the basic financial statements. The auditor shall also be responsible for performing certain limited procedures involving the required supplementary information required by the Governmental Accounting Standards Board as mandated by generally accepted auditing standards. Also, the auditor is to provide an “in-relation-to” report on MVRTD’s schedule of expenditures of federal awards based on the auditing procedures applied during the audit of the financial statements.

Pursuant to the Single Audit Act Amendments of 1996, MVRTD is required to have an audit performed on the major federal programs of MVRTD. The auditor will be required to test internal controls and compliance for major federal award programs administered by MVRTD. It is anticipated that MVRTD will require a Single Audit for each of the years covered by this request.

B. Auditing Standards To Be Followed To meet the requirements of this request for proposals, the audit shall be performed in accordance with auditing standards generally accepted in the United States of America, the standards for financial audits set forth in the General Accounting Office(s) (GAO) Government Auditing Standards, the provisions of the federal Single Audit Act Amendments and U.S. Office of Management and Budget, 2 CFR 200, Super Circular, Audits of States, Local Governments, and Non-Profit Organizations.

C. Reports to be Issued

The auditor shall prepare the following reports at the completion of the audit:

· Independent auditor’s reports on the basic financial statements.

· Independent auditor’s report on internal controls over financial reporting based on an audit of financial statements performed in accordance with Government Auditing Standards.

· Independent auditor’s report on compliance based on an Audit of financial statements performed in accordance with Government Auditing Standards.

· Independent auditor’s report on internal control over Compliance for major federal programs in accordance with 2 CFR 200, Super Circular.

· Independent auditor’s report (opinion) on compliance with requirement applicable to each major federal program in accordance with OMB Circular A- 133.

· A summary of auditor’s results and a schedule of findings and questioned costs, if any, required by 2 CFR 200, Super Circular.

D. Additional Services

In addition to the audit services described above, MVRTD is requesting the following additional assistance or services:

· Preparation of all required basic financial statements.

· Preparation of the notes to the financial statements.

· Preparation of the following additional statements and schedules.

· Combining and individual fund financial statements.

· General capital asset schedules.

· Schedule of taxable valuations.

· Individual balance sheet.

· Schedule of intergovernmental revenue.

· Schedule of expenditures of federal awards.

· Preparation of supporting schedules and trial balances for the financial statements. MVRTD will decide the format and methodologies for these schedules and trial balances.

· Typing, copying, and binding of annual financial report. The firm will provide MVRTD with three (3) bound copies and one electronic (PDF) version of the annual financial report. An electronic version of the compliance report, financial statement, supplemental and management letter should be emailed to MVRTD’s Vermont Agency of Transportation Public Transit Coordinator.

· The firm will provide MVRTD with three 3 copies of their report(s) on the internal control and compliance in accordance with the audit guide and standards for compliance with the Single Audit Act, as may be required.

· Assistance with filing the annual financial report and any applicable reports with appropriate state agencies and departments.

· A letter to management containing appropriate suggestions for improvement of accounting procedures and internal controls for MVRTD’s consideration. This letter should contain comments and recommendations for controlling any internal weaknesses discovered and shall be discussed with appropriate personnel before finalizing.

· Assist with the preparation and submission of the reporting package, required by the Single Audit Act Amendments, to the federal Single Audit Clearing House. This package includes the annual financial report, the supplementary schedule of expenditures of federal awards, the required auditor’s reports, including any current findings and questioned costs, a summary schedule of prior audit findings, and a corrective action plan.

E. Working Paper Retention and Access to working Papers

All working papers and reports must be retained, at the auditor’s expense, for a minimum of six (6) years after the report is issued, unless the firm is notified in writing by MVRTD of the need to extend the retention period. The auditor will be required to make working papers available, upon request, to MVRTD.

The state auditor may require additional information, including all audit engagement work papers, from the private certified public accountant as the state auditor deems in the public interest.

In addition, the firm shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance.

III. DESCRIPTION OF MVRTD

A. Name and Telephone Number of Contact Person:

The audit firm’s principal contact with MVRTD will be Jennifer Ellis, HR Manager, at (802) 773-3244 or Jen@thebus.com, who will coordinate the assistance to be provided by MVRTD to the auditor.

B. Background Information:

MVRTD is in its 48th year of providing service to Rutland County. MVRTD is the largest non-urban, public transportation system in the State of Vermont and provides transportation to the general public as well as to social and human service agencies, the resort communities and area businesses. MVRTD also provides transportation to medical appointments through various programs, including Medicaid, Recovery and Job Access and OA&D. MVRTD also manages federal grant money from VTRANS to OA&D subreceipients.

Mission: Improves the wellbeing of individuals and communities by providing and promoting outstanding bus service.

Vision: One day, people from all communities MVRTD serves will ride the bus.

Information Technology: Transit services and innovations lean heavily on technology tools.

MVRTD Transportation services include demand-response service for all of Rutland County. Services also include fixed-route, commuter routes and additional services to the ski resort.

Demand-response: Rides are most often provided via volunteer drivers who operate their own vehicles and receive mileage reimbursement. CDL and Non CDL staff are also utilized to transport individuals in wheelchairs who need lift-equipped vehicles, as well as to bring eligible groups to events in the community. Rides are usually provided in-county, but DAR medical trips may go greater distances regionally to obtain specialist care that is not available locally.

Four Demand-response programs are served:

Medicaid Non-Emergency Medical Transportation (NEMT) program, for eligible Medicaid recipients to access medical services (a medical entitlement benefit);

Older Adults and Person with Disabilities (O&D) program, for residents age 60+ and/or with an ADA disability to access quality-of-life services such as medical appointments, meal site programs and grocery shopping (an eligibility program with diverse trip purposes);

Recovery and Job access program, rides for recovering addicts to access wrap-around recovery services as well as receive job training and get to work. (free at the discretion of MVRTD and recovery center partners)

Bus Service: includes local 5 city fixed routes, 6 commuter routes, seasonal recreation access and out-of-county commuters. Services are provided on ADA accessible buses ranging in size from 7 to 35 seats. The five city fixed routes provide service to the city and town of Rutland. The commuter routes provide service to the adjoining towns. These include with Fair Haven Route, The Proctor Route, The Manchester Route, the Middlebury Route, The Rutland Killington Commuter, The Ludlow Route (seasonal), Commuter routes connect community members to out of county employment, healthcare and shopping destinations north to Burlington and south to Bennington.

A “microtransit” pilot is planned to replace one of the above referenced routes. We are hoping within the next year to be working with a consulting firm to create the operating system and ride reservation app to support this new ride hailing service model.

IV. MAGNITUDE OF FINANCE OPERATIONS

MVRTD’s Finance/HR Department provides the accounting, information systems, collections, accounts receivable, and accounts payable functions. The Department has a staff of 3 full- time employees.

The day-to-day transactions of MVRTD are conducted with the aid of an accounting system. MVRTD also uses personal computers to create spreadsheets that are used in conjunction with the accounting system.

Interested proposers who wish to review prior years’ audit reports and management letters should contact Jennifer Ellis at Jen@thebus.com.

MVRTD will use its best efforts to make prior audit reports and supporting working papers available to proposers to aid their response to this request for proposals.

TIME REQUIREMENTS

Auditors will be expected to meet the following essential dates for year one. Alternate dates for Year One may be proposed but may also impact selection:

Preliminary work completed by: 12/31/2024 Fieldwork completed by: 1/10/2025 Draft reports completed by: 1/24/2024 Final printed and bound reports by 2/24/2025

Essential dates for year two and beyond:

Preliminary work completed by: 9/06/20XX Fieldwork completed by: 9/30/20XX Draft reports completed by: 10/15/20XX Final printed and bound reports by 12/15/20XX

V. ASSISTANCE PROVIDED TO THE AUDITOR AND REPORT PREPARATION

The Finance/HR department staff and responsible management personnel will be available during the audit to assist the firm by providing information, documentation and explanations.

Report Preparation Report preparation, editing and printing shall be the responsibility of the auditor.

VI. PROPOSAL REQUIREMENTS

A. General Requirements

1. Inquiries Inquiries concerning the request for proposals and the subject of the request for proposals must be made to:

Jennifer Ellis, Human Resource Manager, Jen@thebus.com – 802-773-3244

2. Submission of Proposals

One electronic copy of the proposal via email must be received by Jennifer Ellis, Jen@thebus.com , on or before October 23, 2024 at 12:00pm. Email subject line should read: Audit Services Proposal. Proposals received after the date and time specified above shall be considered late proposals and therefore, may not be opened and/or considered for award.

Questions about this RFP must be submitted in writing - no telephone contact shall be permitted – to Jennifer Ellis (Jen@thebus.com) no later than October 16, 2024, at 12:00pm. MVRTD will provide written response of clarification requests to all persons and/or firms who have received the specifications for this Request for Proposal.

B. Audit Proposal

1. General Requirements The purpose of the proposal is to demonstrate the qualifications, competence and capacity of the firm(s) seeking to undertake an independent audit of MVRTD in conformity with the requirements of this request for proposals. As such, the substance of proposals will carry more weight than their form or manner of presentation. The proposal should demonstrate the qualifications of the firm and of the particular staff to be assigned to this engagement. It should also specify an audit approach that will meet the request for proposals requirements.

2. Independence The firm should provide an affirmative statement that it is independent of MVRTD as defined by the generally accepted auditing standards/ the U.S. General Accounting Office’s Government Auditing Standards.

3. License to Practice in Vermont An affirmative statement should be included that the firm and all assigned key professional staff are properly licensed to practice in Vermont.

4. Firm Qualifications and Experience The proposal should state the size of the firm, the size of the firm’s governmental audit staff, the location of the office from which the work on this engagement is to be performed and the number and nature of the professional staff to be employed in this engagement on a full-time basis and on a part-time basis.

The firm is also required to submit a copy of the report on its most recent external quality control review, including any letter of comments, with a statement whether that quality control review included a review of specific government engagements.

5. Partner, Supervisory and Staff Qualifications and Experience Identify the principal supervisory and management staff, including engagement partners, managers, other supervisors and specialist, who would be assigned to the engagement. Indicate whether each such person is registered or licensed to practice as a certified public accountant in Vermont. Provide information on the government auditing experience of each person, including information on relevant continuing professional education for the past three (3) years and membership in professional organizations relevant to the performance of this audit. Engagement partners, managers, other supervisory staff and specialists may be changed if those personnel leave the firm, are promoted or are assigned to another office. These personnel may also be changed for other reasons with the express prior written permission of MVRTD. Other audit personnel may be changed at the discretion of the firm provided that replacements have substantially the same or better qualifications or experience.

6. Similar Engagements With Other Government Entities For the firm’s office that will be assigned responsibility for the audit, list the most significant engagements performed in the last three years that are similar to the engagement, in particular non-profit transit operations, described in this request for proposal. Indicate the scope of work, date, engagement partners, total hours, and the name and telephone number of the principal client.

Specifically identify those engagements at which the managers and other supervisors who will be assigned to this engagement have worked.

7. Specific Audit Approach The proposal should set forth a work plan, including an explanation of the audit methodology to be followed. Firms will be required to provide the following information on their audit approach:

· Proposed timing of the engagement,

· Level of staff and number of hours to be assigned to each proposed segment of the engagement,

· Sample sizes and the extent to which statistical sampling is to be used in the engagement,

· Extent of use of computer software in the engagement,

· Type and extent of analytical procedures to be used in the engagement,

· Approach to be taken to gain and document an understanding of MVRTD’s internal controls,

· Approach to be taken in determining laws and regulations that will be subject to audit test work.

8. Identification of Anticipated Potential Audit Problems The proposal should identify and describe any anticipated potential audit problems, the firm’s approach to resolving these problems and any special assistance that will be requested from MVRTD.

C. Dollar Cost

1. Total All-Inclusive Maximum Price Attachment A must be completed and signed. Attachment A’s price should specify all pricing information relative to performing the audit engagement as described in this request for proposal. The total all-inclusive maximum price is to include all direct and indirect costs including all out-of-pocket expenses.

MVRTD will not be responsible for expenses incurred in preparing and submitting the proposal. Such costs should not be included in the proposal.

2. Rates by Partner, Specialist, Supervisory and Staff Level Times Hours Anticipated for Each The cost schedule should include a schedule of professional fees and expenses broken into the above categories.

3. Manner of Payment Progress payments will be made on the basis of hours of work completed during the course of the engagement in accordance with the firm’s proposal. Interim billings shall cover a period of not less than one calendar month.

VII. EVALUATION PROCEDURES

A. Selection Committee

Proposals submitted will be evaluated by a Selection Committee consisting of MVRTD personnel and at least one member of the Board of Directors.

B. Evaluation Criteria

Proposals will be evaluated using three sets of criteria. Firms meeting the mandatory criteria will have their proposals evaluated and scored for both technical qualifications and price. The following represent the principal selection criteria, which will be considered during the evaluation process:

1. Mandatory Elements The audit firm is independent and licensed to practice in Vermont.

The audit firm’s professional personnel have received adequate continuing professional education within the preceding three years.

The firm has no conflict of interest with regard to any other performed by the firm for MVRTD.

The firm adheres to the instructions in this request for proposal on preparing and submitting the proposal.

The firm submits a copy of its last external quality control review report, including any letter of comments and the firm has a record of quality audit work.

2. Technical Qualifications

(See Addendum A for sample evaluation form & Addendum B for FTA Applicable Third Party Contract Clauses)

The firm exhibits expertise based on past experience and performance on comparable government engagements.

The quality of the firm’s professional personnel to be assigned to the engagement and the quality of the firm’s management support personnel to be available for technical consultation.

3. Price Consideration

Cost will not be the primary factor in the selection of an audit firm.

C. Oral Presentations

During the evaluation process, the Selection Committee, at its discretion, may request up to three firms to make oral presentations. Such presentations will provide firms with an opportunity to answer any questions the Selection Committee may have on a firm’s proposal. Not all firms may be asked to make such oral presentations.

D. Final Selection

The MVRTD Board will select a firm based upon the recommendation of the Selection Committee.

It is anticipated that a firm will be selected by November 6, 2024. Following notification of the firm selected, it is expected a contract will be executed between both parties following the November 12, 2024 Board Meeting.

ATTACHMENT A

MARBLE VALLEY REGIONAL TRANSIT DISTRICT (MVRTD)

AUDITING SERVICES

FEE STRUCTURE FOR FISCAL YEAR ENDING

FIRM SUBMITTING PROPOSAL:

Signature of Authorized Personnel Marble Valley Regional Transit District Addendum A Evaluation Worksheet / Auditing Services

Evaluation Points: Score:

Responsiveness of the proposal clearly stating an understanding of the work to be performed

0-15

Comprehensiveness of the work plan 0-10

Realistic time estimates for each major segment of the work plan and the estimated number of hours for each staff level

0-10

Technical experience of the firm 0-15

Previous experience auditing public transportation 0-5

Qualifications of staff to be assigned to the audit. Education including continuing education courses taken during the past three years, position in the firm and type of experience

Qualifications of the supervisory personnel and of the audit team doing field work

General direction and supervision to be exercised over the audit team by the firm's management personnel 0-10

Size and structure of the firm

0-5

Auditing Firm

Score

Prepared by

Date

MVRTD GENERAL CONTRACT PROVISIONS

A. Applicability

The following requirements and conditions shall be considered as an essential part of specifications and proposal. This document will serve as the contract for the project once the bid is awarded. If there is another contract document the following shall be considered part of that contract. These Contract Provisions are attached to a Request for Proposal for MVRTD. The Request for Proposal will sometimes be referred to hereinafter as the “RFP” or the “solicitation.

B. Energy Conservation

The Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act pursuant to 42 USC 6321 and 49 CFR part 18.

C. Federal Changes

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

D. Recycled Products

The Contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247.

E. No Government Obligation to Third Parties

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

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

F. Program Fraud and False or Fraudulent Statements & Related

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.

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.

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.

G. Privacy Act

The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract:

(1) The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract.

(2) The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA.

H. Civil Rights Requirements

The following requirements apply to the underlying contract:

(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

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

(a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

(b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

(c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

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

I. Incorporation of FTA Terms

The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1E, dated June 19, 2003, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any MVRTD requests which would cause MVRTD to be in violation of the FTA terms and conditions.

J. Nondiscrimination – Title VI of the Civil Rights Act

The Contractor and any subcontractor agree to comply with all requirements prohibiting discrimination on the basis of race, color, or national origin of Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, and U.S. DOT regulations, "Nondiscrimination in Federally-Assisted Programs of the Department of Transportation -- Effectuation of Title VI of the Civil Rights Act," 49 C.F.R. Part 21, and any implementing requirements FTA may issue.

The Contractor must include the above statement in any subcontract.

K. Interest of Member of, or Delegates to, Congress

No member of, or delegate to, the Congress of the United States, shall be admitted to any share or part of this contract, or to any benefit arising therefrom.

L. Conflict of Interest

The officers, employees or agents of MVRTD shall neither solicit nor accept gratuities, favors, or anything or monetary value from Contractors, potential Contractors, or parties to sub-agreements.

M. Prohibited Interests

No employee, officer, board member, or agent of MVRTD who is involved in, or is the supervisor of an employee who is involved in, contract specifications, solicitations, selection, or award, shall have any interests in this contract, or the proceeds thereof. In addition, no immediate family members or partners of an employee, officer, board member, or agent of MVRTD who is involved in or is the supervisor of an employee who is involved in contract specifications, solicitations, selection, or award, shall have any interests in this contract, or the proceeds thereof. Nor shall any organization that employs or is about to employ an employee, officer, board member, or agent of MVRTD who is involved in, or is the supervisor of an employee who is involved in, contract specifications, solicitations, selection, or award, shall have any interests in this contract, or the proceeds thereof. Finally, no organization that employs or is about to employ any immediate family members or partners of an employee, officer, board member, or agent of MVRTD who is involved in or is the supervisor of an employee who is involved in contract specifications, solicitations, selection, or award, shall have any interests in this contract, or the proceeds thereof.

N. Lawful Business Conduct

The Contractor shall conduct its business and perform services pursuant to this contract in a lawful manner, and shall fully comply at all times with all federal, state, and local laws with its business operations.

O. Bid Rejection or Cancellation

MVRTD reserves the right to waive any minor bid informalities or irregularities which are not crucial to the bid or prejudice against other bidders and/or to reject, for compelling reasons, any and all bids submitted. MVRTD may reject all bids or cancel the solicitation before opening if it is deemed by MVRTD to be in its best interest to do so.

P. Non-Collusion

The bidder guarantees that the bid submitted is not a product of collusion with any other bidder and no effort has been made to fix the bid price for any bidder or to fix any overhead, profit or cost element of any bid price. An affidavit of Non-Collusion, as per attached format, must be signed and submitted with bid (Attachment A).

Q. Notices

All notices required to be given to MVRTD hereunder shall be given by Certified Mail, Return Receipt Requested to Executive Director, MVRTD, 165 Spruce Street, Rutland, Vt, 05701.

Bidder shall identify person and address to whom notices shall be given in the bid.

R. Independent Status of MVRTD and Contractor

The Contractor recognizes and acknowledges that neither it nor any of its employees are agents or servants of MVRTD, and that Contractor is and shall remain an independent Contractor in the performance of all services hereunder.

S. Modifications and Withdrawals of Bids

Bids may be withdrawn by written notice or received at any time before the exact time set for receipt of bids. A bid may be withdrawn in person by a bidder or its authorized representative if, before the exact time set for receipt of bids, the identity of the person requesting withdrawal is established as an authorized officer of the company and the person signs a receipt for the bid.

T. Right Infringement

Contractor agrees to save, keep, and hold harmless, and fully indemnify MVRTD and its officers or agents from all damages, cost, or expenses in law or equity, that may at any time be claimed against MVRTD for or in connection with any infringement of the patent, trademark, or other rights of any person or persons in the consequence of the use by MVRTD, or any of its officers or agents, of any product or service supplied under the contract, arising from bids submitted, and any claim that the bidder did not have all necessary right and authority to sell the products or services to MVRTD, provided MVRTD gives the Contractor prompt notice in writing of any such claim.

U. Firm Information for MVRTD Bidder’s List

Fill out Attachment B in entirety and return with proposal or bid. In addition, for EACH subcontractor, who may be working for your firm under this contract, copy and fill out sub-contractor information.

V. Miscellaneous

This Agreement shall be governed by and shall be construed in accordance with the laws of the State of Vermont. The RFP, timeline, MVRTD General Contract Provisions, MVRTD Special Contract Provisions, bid documents of contractor, and attachments to any of the above, constitute the entire agreement and may not be amended, supplemented or modified by any oral communications between the parties, or by any written communications from contractor unless accepted in writing by MVRTD. No waiver of any provision of these documents by MVRTD shall be deemed or constitute a waiver of any other provision. No waiver shall be binding on MVRTD unless executed in writing by MVRTD. The provisions of the contract shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties.

Attachment A

Affidavit of Non-Collusion

I hereby swear (or affirm) under penalty of perjury:

1. That I am the bidder (if the bidder is an individual), a partner in the bid (if the bidder is a partnership), or an officer or employee of the bidding corporation having authority to sign on its behalf (if the bidder is a corporation);

2. That the attached bid or bids has been arrived at by the bidder independently and have been submitted without collusion and without any agreement, understanding, or planned common course of action with any other vendor of materials, supplies, equipment, or service described in the invitation to bid, designed to limit independent bids or competition;

3. That the contents of the bid or bids has not been communicated by the bidder or its employees or agents to any person not an employee or agent of the bidder or its surety on any bond furnished with the bid or bids, and will not be communicated to any such person prior to the official opening of the bid or bids; and

4. That I have fully informed myself regarding the accuracy of the statements made in this affidavit.

Date _______________________________________________________________

Signature ____________________________________________________________

Company Name ________________________________________________________

Title______________________________________________________________

Subscribed and sworn to me before this ______ day of ____________________20______

Notary Public

My commission expires___________________

Proposers E.I Number_____________________________ (number used on employers Quarterly Federal Tax Return)

Attachment B

Firm Information for MVRTD Bidders List

1. Prime Contractor Information

a. Firm Name _________________________________________

b. Age of Firm_________________________________________ (number of years doing business under current name and or incorporation)

c. Firm’ Annual Gross Receipts (most recent completed/audited year)___________________

d. Name of Project Proposal was submitted for_____________________________________

2. Subcontractor Information

Subcontractor 1

a. Firm Name (Subcontractor 1)_________________________________________

b. Age of Firm_________________________________________ (number of years doing business under current name and or incorporation)

c. Firm’ Annual Gross Receipts (most recent completed/audited year)___________________

d. Name of Project Proposal was submitted for_____________________________________

Subcontractor 2

a. Firm Name (Subcontractor 2)_________________________________________

b. Age of Firm_________________________________________ (number of years doing business under current name and or incorporation)

c. Firm’ Annual Gross Receipts (most recent completed/audited year)___________________

d. Name of Project Proposal was submitted for_____________________________________

Subcontractor 3

a. Firm Name (Subcontractor 3)_________________________________________

b. Age of Firm_________________________________________ (number of years doing business under current name and or incorporation)

c. Firm’ Annual Gross Receipts (most recent completed/audited year)___________________

d. Name of Project Proposal was submitted for_____________________________________

MVRTD Internal Use Only

Procurement Officer determine status:

1. MVRTD/VT UCP DBE (Y/N)______________

2. Included on Bidder List (date)___________________ Federal Clauses

ACCESS TO RECORDS AND REPORTS

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

b. Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.334. The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto.

c. Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information related to performance of this contract in accordance with 2 CFR § 200.337.

d. Access to the Sites of Performance. The Contractor agrees to permit FTA and its contractors access to the sites of performance under this contract in accordance with 2 CFR § 200.337.

CIVIL RIGHTS LAWS AND REGULATIONS

The following Federal Civil Rights laws and regulations apply to all contracts.

1 Federal Equal Employment Opportunity (EEO) Requirements.These include, but are not limited to:

a) Nondiscrimination in Federal Public Transportation Programs. 49 U.S.C. § 5332, covering projects, programs, and activities financed under 49 U.S.C. Chapter 53, prohibits discrimination on the basis of race, color, religion, national origin, sex (including sexual orientation and gender identity), disability, or age, and prohibits discrimination in employment or business opportunity.

b) Prohibition against Employment Discrimination. Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, and Executive Order No. 11246, “Equal Employment Opportunity,” September 24, 1965, as amended, prohibit discrimination in employment on the basis of race, color, religion, sex, or national origin.

2 Nondiscrimination on the Basis of Sex. Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. § 1681 et seq. and implementing Federal regulations, “Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance,” 49 C.F.R. part 25 prohibit discrimination on the basis of sex.

3 Nondiscrimination on the Basis of Age. The “Age Discrimination Act of 1975,” as amended, 42 U.S.C. § 6101 et seq., and Department of Health and Human Services implementing regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, prohibit discrimination by participants in federally assisted programs against individuals on the basis of age. The Age Discrimination in Employment Act (ADEA), 29 U.S.C. § 621 et seq., and Equal Employment Opportunity Commission (EEOC) implementing regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, also prohibit employment discrimination against individuals age 40 and over on the basis of age.

4 Federal Protections for Individuals with Disabilities. The Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. § 12101 et seq., prohibits discrimination against qualified individuals with disabilities in programs, activities, and services, and imposes specific requirements on public and private entities. Third party contractors must comply with their responsibilities under Titles I, II, III, IV, and V of the ADA in employment, public services, public accommodations, telecommunications, and other provisions, many of which are subject to regulations issued by other Federal agencies.

Civil Rights and Equal Opportunity The Agency is an Equal Opportunity Employer. As such, the Agency agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the Agency agrees to comply with the requirements of 49 U.S.C.

§ 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications. Under this Contract, the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof.

1. Nondiscrimination. In accordance with 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, religion, national origin, sex, disability, or age. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

2. Race, Color, Religion, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e et seq., 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. chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. 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, religion, national origin, or sex (including sexual orientation and gender identity). Such action shall include, but not be limited to, the following: employment, promotion, 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.

3. Age. In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§ 621634, U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, 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.

4. Disabilities. In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any 5.

implementing requirements FTA may issue.

6. Promoting Free Speech and Religious Liberty. The Contractor shall ensure that Federal funding is expended in full accordance with the U.S. Constitution, Federal Law, and statutory and public policy requirements: including, but not limited to, those protecting free speech, religious liberty, public welfare, the environment, and prohibiting discrimination.

CONFORMANCE WITH ITS NATIONAL ARCHITECTURE

Intelligent Transportation Systems (ITS) projects shall conform to the National ITS Architecture and standards pursuant to 23 CFR § 940. Conformance with the National ITS Architecture is interpreted to mean the use of the National ITS Architecture to develop a regional ITS architecture in support of integration and the subsequent adherence of all ITS projects to that regional ITS architecture. Development of the regional ITS architecture should be consistent with the transportation planning process for Statewide and Metropolitan Transportation Planning (49 CFR Part 613 and 621).

DEBARMENT…