Project_Implementation_and_Technology_Support.pdf

2024-RFP-006

PROJECT IMPLEMENTATION AND TECHNOLOGY

SUPPORT

NEORide

One Park Center Drive

Wadsworth, OH 44281

RELEASE DATE: July 30, 2024

DEADLINE FOR QUESTIONS: August 14, 2024

RESPONSE DEADLINE: August 30, 2024, 5:00 pm

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

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

NEORide

Project Implementation and Technology Support

I. LEGAL NOTICE

II. INSTRUCTIONS TO PROPOSERS

III. SCOPE OF WORK

IV. PROPOSAL EVALUATION & CONTRACT AWARD

V. EVALUATION CRITERIA

VI. GENERAL TERMS & CONDITIONS

VII. FEDERAL TRANSIT ADMINISTRATION (FTA) REQUIREMENTS

VIII. PROPOSAL SUBMISSION (VENDOR FORMS & ATTACHMENTS)

Attachments:

A - SMART SARTA Project Narrative

#2024-RFP-006

Title: Project Implementation and Technology Support

1. LEGAL NOTICE

Tuesday, July 30, 2024

Request for Proposals

Project Implementation and Technology Support

RFP #2024-RFP-006

1.1. Summary

NEORide is seeking proposals for a Project Implementation and Technology Support. The scope of work/specifications is outlined in the Request for Proposal (RFP). The successful Proposer shall meet the terms and conditions set forth in this document and all other attachments.

All interested contractors must register as detailed in the solicitation. All questions should be submitted electronically via the Portal’s Question and Answer (Q&A) tab.

All proposals must be received electronically on or before Friday, August 30, 2024 at 5:00 pm (EST) via the Portal.

The right is reserved to accept any proposal/bid or any part or parts thereof or to reject any and all proposals/bids. Acceptance of any proposal/bid is subject to concurrence by the Ohio Department of

Transportation and the United States Department of Transportation.

Any contract resulting from these proposals is subject to financial assistance contract between NEORide and the United States Department of Transportation and the Ohio Department of Transportation.

NEORide hereby notifies all proposers that, regarding any contract entered into pursuant to this RFP, 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.

1.2. Background

NEORIDE is a Council of Governments with the goal of supporting coordinated public transit. NEORIDE is a council of governments including membership of the 35 regional transit agencies. The 35 agencies that comprise NEORIDE run ahead of the curve in many aspects of public transportation from innovative program development and multi-county transit coordination.

NEORide is releasing this request for proposal (RFP) for project implementation and technology support for the SMART grant that was awarded in FY 2023 for phase 1. The Stark Area Regional Transit Authority

(SARTA) was awarded this project and NEORide will be managing. The approved project scope has been attached for your review.

NEORide reserves the right to select more than one vendor to meet the needs of this project.

1.3. Contact Information

Project Contact:

Katherine Conrad Executive Director One Park Centre Dr.

Suite 300

Wadsworth, OH 44281 Email: katherinec@neoride.org Phone: (330) 334-6877

Procurement Contact:

Kara Baldwin Project Specialist 1 Park Center Drive Suite 300 Wadsworth, OH 44281 Email: karab@neoride.org Phone: (330) 801-3149

Department:

NEORide

Department Head:

Katherine Conrad Executive Director

1.4. Timeline

Procurement Schedule

Project Posted July 30, 2024

Deadline for questions, clarifications and approved equal requests:

August 14, 2024, 4:00pm

Deadline for responses to questions/clarifications and approved equals:

August 21, 2024, 4:00pm

Proposals due: August 30, 2024, 5:00pm mailto:katherinec@neoride.org tel:(330)334-6877 mailto:karab@neoride.org tel:(330)801-3149

2. INSTRUCTIONS TO PROPOSERS

2.1. Purpose

This solicitation seeks bidders for: Project Implementation and Technology Support. The Contract shall be awarded for one (1) year, commencing in 2023. NEORide follows a procurement process that ensures free and open competition and requires that prices be verified as fair and reasonable.

2.2. Terminology

“Proposal” or "Bid" refers to the document drafted and submitted by the Proposer(s) in response to the

Request for Proposal (RFP).

“Proposer” (also referred to as "Contractor") refers to the entity submitting the Proposal.

"NEORide" or "Agency" is the government entity who is soliciting proposals with this RFP.

“Request for Proposals” (or "RFP") refers to the document prepared by NEORide which outlines the scope of work of the Contractor’s project and is used to solicit proposals for the project.

2.3. Solicitation Monitoring

All interested proposers must follow the solicitation in the e-Procurement Portal once it is posted.

Only Proposers who follow the solicitation will receive copies of questions, answers, addenda and notices.

2.4. Proposal Submission

All proposals are due NO LATER THAN 5:00 pm on Friday, August 30, 2024. Proposals received after the scheduled due date and time for submission will not be accepted. Proposals submitted in any other format other than via the Portal, including but not limited to, hard copy (mailed or hand delivered), facsimile, or emailed submittals, will NOT be accepted, nor considered. The scheduled due date and time for submission will be scrupulously observed.

NEORide will not be responsible for untimely submissions due to personal or company internet or hardware limitations, settings or restrictions, internet speed, power outage, network connection, or use of a malfunctioning electronic device, or the like, neither NEORide, nor the Software Administrator

(OpenGov), will be held responsible. Proposers shall be solely responsible for ensuring the capability of their computer system while responding to this RFP, and for the stability of their internet service.

Uploading large documents may take significant time depending on the size of the file(s) and the Internet connection speed that the Proposer is using to submit a response. Failure of the Proposer to successfully submit an electronic Proposal before the deadline indicated herein shall be at the Proposer’s sole risk, and no relief will be given for late and/or improperly submitted Proposals. Once file(s) have been uploaded and the Submission Status shows as “Submitted” the submission is complete. At that point, the Proposer will also receive an email confirmation from the Portal.

2.5. Proposal Requirements

Proposals shall be prepared in a clear, concise, and economical manner according to the requirements in the #PROPOSAL SUBMISSION (VENDOR FORMS & ATTACHMENTS) section. Pricing information must not be included in the body of the submission. Proposal pages, if applicable, shall be https://procurement.opengov.com/governments/4328/projects/107201/builder/document?section=975090 numbered sequentially and include a table of contents with headings that references relevant page numbers. Any information the Proposer submits is expected to be concise and relevant to the RFP.

Proposals that do not adhere to the requirements of Proposal Submission, are difficult to read or are deemed otherwise illegible by NEORide may be rejected.

2.6. Postponement or Cancellation of Request for Proposals

NEORide reserves the right to cancel, amend, or re-issue this RFP at any time, or change the date and time for submitting proposals, by announcing same prior to the date and time established for Proposal submittal. This Announcement will be made via Notice or Addenda in the Portal.

2.7. Questions and Requests for Clarification

No oral interpretations as to the meaning of the RFP will be made to any Proposer. Any explanation desired by a Proposer regarding the meaning or interpretation of the RFP or its contents, questions about the process and any other requests for clarification of the RFP should be directed to the Procurement department at NEORide via the Portal’s Question and Answer (Q&A) tab prior to the deadline for questions, clarifications and approved equal requests mentioned above. No other method of submission will be accepted or considered.

Any interpretation or change made will be in the form of a Notice or an addendum to the RFP as appropriate and will be released as promptly as is practicable to all parties who are following the RFP no later than Wednesday, August 21, 2024. All addenda will become part of the RFP and any subsequently awarded Contract. Oral explanations, statements, or instructions given by NEORide before the award of the Contract will not be binding upon NEORide.

2.8. Addenda

Receipt and review of Addenda by each Proposer must be acknowledged electronically via the Portal.

2.9. Examination of RFP and Contract Documents - Services

Proposers are expected to examine the scope of services required, schedules, and additional instructions, if any. Failure to do so will be at the Proposer's risk. It is the intent of these specifications to provide services of first quality, and the workmanship must be the best obtainable in the various trades. The services, which the vendor proposes to provide, must be high quality in all respects. No advantage will be taken by Contractor or vendor in the omission of any part or detail, which goes to make the services complete. It is the sole responsibility of Contractor to read the scope requirements and understand them.

The submission of a Proposal shall constitute an acknowledgment upon which NEORide may rely that the

Proposer has thoroughly examined and is familiar with the solicitation, including any work site identified in the RFP, and has reviewed and inspected all applicable statutes, regulations, ordinances, and resolutions addressing or relating to the services to be provided hereunder. The failure or neglect of a

Proposer to receive or examine such documents, work sites, statutes, regulations, ordinances, or resolutions shall in no way relieve the Proposer from any obligations with respect to its Proposal or to any

Contract awarded pursuant to this RFP. No claim for additional compensation will be allowed which is based on lack of knowledge or misunderstanding of this RFP, work sites, statutes, regulations, ordinances, or resolutions.

2.10. Cost of Proposals

NEORide is not liable for any costs incurred by Proposers in the preparation, presentation, testing, or negotiation of Proposals submitted in response to this solicitation.

2.11. Location of RFP Services

The services described in the Proposal must be performed within the United States.

3. SCOPE OF WORK

3.1. Summary

NEORide is seeking bidders for a Project Implementation and Technology Support for the SMART grant awarded to Stark Area Regional Transit Authority, Phase 1 in FY 2023 that will be managed by

NEORide. NEORide follows a procurement process that ensures free and open competition and requires that prices be verified as fair and reasonable.

Proposers should provide a brief outline of their capabilities as they relate to this project and submit a firm, fixed price for the services described. Bidders should also provide at least 3 references (transit agency references are preferred if available).

3.2. Project Details

NEORide along with agencies; Butler County Regional Transit Authority (BCRTA), Stark Area Regional

Transit Authority (SARTA) and Western Reserve Regional Transit Authority (WRTA)want to contract with a qualified vendor to implement and analyze Perrone Robotics TONY/MAX collision avoidance system. The TONY/MAX system will be implemented on a total of six (6) transit buses including five (5)

Ford E450 EH vans and one (1) thirty five feet (35’) Gillig Low Floor motor coach.

The work is scheduled to begin immediately upon contract award and must be completed by January 1, 2026. All necessary equipment has already been procured and will be ready to install by the start date of this contract. Partial funding for this project is provided by the United States Department of

Transportation (DOT), all applicable federal regulations will apply to this project.

Specific work will include project oversight and management, information gathering, development and submittal of reports to meet all DOT requirements, outreach, and external training. All reports and training materials will remain property of NEORide and the partner agencies at the completion of this project.

Specific contract tasks include:

• Develop a management plan and oversee this project from initial installation to final reporting.

• Collect all necessary information for and prepare reports for Department of Transportation (DOT)

(regular status, invoicing, financial)

• Attend project meetings virtually

• Lead outreach and engagement of project to accelerate advanced safety technology deployments at an OEM and national policy level

• Assist in developing training programed based on training gap analysis and leveraging existing local programs at University of Akron and Start State College,

• Conduct Workforce Needs Assessment

• Prepare Implementation Report

• Develop evaluation and data management plan (vehicle operations)

• Data analysis reporting

• Develop an in-house data base in a secure location for the tracking of data collected.

• Share training program results aligned to student development as well as lessons learned.

• Develop Final Report

The participating agencies will select the proposal.

4. PROPOSAL EVALUATION & CONTRACT AWARD

4.1. General

NEORide shall employ the Scored Criteria-Based Selection in a Negotiated Purchase Method in making the award for this procurement. See #EVALUATION CRITERIA section for information that will be evaluated. Proposers will be required to submit supporting documentation on the technical aspects and cost. The Evaluation Committee may elect to interview proposers to clarify their proposals and/or for the

Proposers to make oral presentations. If interviews, presentations, or negotiations are held, the evaluation team may reevaluate the proposals of those firms interviewed. NEORide expects all offerors to fully cooperate with its evaluation process. The contract will be awarded to the responsive and responsible bidder with the highest score that is in the best interest of NEORide.

Due to COVID-19 related restrictions and policies, NEORide may ask providers to do a virtual interview instead of in-person at this time. All correspondence will come from the NEORideKara Baldwin for interview scheduling.

4.2. Eligibility for Award

A. For a Proposer to be eligible for award, Proposers must be deemed both responsive and responsible.

B. Responsive Proposals are those complying in all material aspects of the solicitation, both as to the method and timeliness of submission and as to the substance of the provided submission.

Proposals that do not comply with all the terms and conditions of the solicitation may be rejected as non-responsive.

C. Responsible Proposers are those prospective Proposers who, at a minimum according to 49

U.S.C. Section 5325, must:

1. Have adequate financial resources, as required during performance of the Contract.

2. Be able to comply with the required or proposed delivery or performance schedule, taking into consideration all existing business commitments.

3. Have a satisfactory record of past performance.

4. Have necessary technical capability to perform.

5. Certify that they are not on the U.S. Comptroller General's list of ineligible Proposers.

6. Are qualified as a manufacturer or regular provider of the equipment being offered.

7. Are otherwise qualified and eligible to receive an award under applicable laws and regulations.

4.3. Single Proposal Response

NEORide may award a contract to a single Proposer provided that an analysis can be completed which documents the price is fair and reasonable. Price analysis will be used when price reasonableness cannot be established based on catalog or market price of a commercial product sold in quantity or set by law or regulation. A cost analysis is required in all other cases of single Proposal evaluation.

https://procurement.opengov.com/governments/4328/projects/107201/builder/document?section=975092

FTA Circular 4220.1F specifies that single Proposals must be considered as non-competitive negotiations and negotiated procurement procedures must be followed.

4.4. Cost or Price Analysis

NEORide reserves the right to conduct a cost or price analysis for any purchase. NEORide may be required to perform a cost analysis when competition is lacking for any purchase. Sole source procurements which result in a single Proposal being received will be subject to a cost analysis which will include the appropriate verification of cost data, the evaluation of specific elements of costs and the projection of data to determine the effect on Proposal prices. NEORide may require a Pre-Award Audit and potential Proposers shall be prepared to submit data relevant to the proposed work which will allow

NEORide to sufficiently determine that the proposed price is fair, reasonable, and in accordance with

Federal, state, and local regulations. Procurements resulting in a single Proposal will be treated as a negotiated procurement and NEORide reserves the right to negotiate with the single Bidder to achieve a fair and reasonable price. If a negotiated price cannot be agreed upon by both parties, NEORide reserves the right to reject the single Proposal. Contract change orders or modifications will be subject to a cost analysis.

4.5. Award and Proposal Approval

The proposals will be evaluated by a Selection Committee established by NEORide. Award will then be made to the responsive, responsible Proposer whose proposal best meets the requirements of the RFP, and will be the most advantageous to NEORide with respect to the criteria listed above, as evaluated by

NEORide's Selection Committee.

NEORide reserves the right to reject any or all proposals, to accept other than the lowest price proposal, to negotiate separately with any source whatsoever, and to accept the proposal considered to be most advantageous to NEORide. NEORide reserves the right to select the contractor based on proposals received without seeking further information or clarification from proposers.

Upon review of the proposals, the staff will designate the most qualified proposers as finalists. These finalists may be invited to make an oral/visual presentation and participate in a question-and-answer session to clarify their proposal with the NEORide Selection Committee members. If interviews or presentations are held, each of the proposers in the competitive range will be afforded the opportunity to amend their proposal and the Selection Committee members may choose to re-evaluate their scores. The

Selection Committee may also request that all finalists submit their best and final offer. The best and final offers will then be evaluated using the same criteria as for the initial proposals, and the rankings adjusted.

If there is one (1) proposal that is the most advantageous offer for NEORide, then an award may be made to that proposer. If not, NEORide reserves the right to request another best and final offer.

Once the Selection Committee determines the Proposal which is most advantageous to NEORide, the proposal, including pricing, specifications and term of Contract, would then be presented to NEORide's

Executive Committee for approval.

4.6. Contract Negotiation and Finalization

Once approval has been obtained by the Selection Committee and the Executive Committee, Project

Specialistwill begin gathering any remaining documentation and begin Contract negotiations. The award is considered pending during Contract negotiations and will not be formally announced until negotiations have ceased and the document signed.

If the NEORide staff is unable to negotiate a satisfactory contract with the first-ranked proposer at a fair and reasonable price, negotiations will be formally terminated. Negotiations would be undertaken with the second-ranked proposer, and so on, until a satisfactory contract could be negotiated.

Formal Contract award will occur when NEORide signs the Contract and issues a Purchase Order. No other act of NEORide shall constitute Contract award.

4.7. Notice to Proceed

The Contract will serve as the formal Contract award, will establish the Contract value and incorporate the terms of this document but will not be the authorization for Contractor to proceed. When Project

Specialistprovides copies of the signed Contract to all parties and finalizes the award in the eProcurement

Portal to notify all vendors publicly, this will constitute a Notice to Proceed to Contractor.

5. EVALUATION CRITERIA

The Evaluation Committee will evaluate the proposals in accordance with the criteria set forth below. The total evaluation points, as separately determined by each team member, will be added and each proposer will be ranked in numerical sequence, from the highest to the lowest score. NEORide may then select the proposal that is considered the most advantageous to NEORide.

No. Evaluation Criteria Scoring Method Weight (Points)

1. Qualifications of Firm and Key Staff

General Experience

Key Staff Summary

Points Based 20 (20% of Total)

2. Related Experience

Experience with similar projects

Experience with federal reporting

Experience with program design

Experience with public transit

Points Based 15 (15% of Total)

3. References

Examples of federal reports completed

Examples of data gathered and compiled

Third party reference (another company worked with)

Transit or other agency reference

Points Based 20 (20% of Total)

4. Ability to meet NEORide's requirements

Work Management plan

Outreach and Engagement plan

Data Analysis

Timeline (Project completion by 1-31-2026)

Points Based 20 (20% of Total)

5. Cost Proposal Points Based 25 (25% of Total)

6. GENERAL TERMS & CONDITIONS

6.1. Assignability

NEORide reserves the right to assign all or any portion of the award under this contract including option quantities. NEORide's right of assignment will remain in force over the specified contract period or until completion of the contract to include options, whichever occurs first.

The terms and provisions of the Contract Documents shall be binding upon NEORide and the Contractor and their respective partners, successors, heirs, executors, administrators, assigns and representatives. The rights and obligations of the Contractor under the Contract may not be transferred, assigned, sublet, mortgaged, pledged or otherwise disposed of or encumbered in any way. The Contractor may subcontract a portion of its obligations to other firms or parties but only after having obtained the prior written approval by NEORide of the subcontractor, which approval shall not be unreasonably withheld. NEORide may assign its rights and obligations under the Contract to any successor to the rights and functions of

NEORide or to any governmental agency to the extent required by applicable laws and governmental regulations or to the extent NEORide deems necessary or advisable under the circumstances.

6.2. Indemnifications

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

6.3. Laws of Ohio

The rights and duties of the parties hereto shall be determined by the laws of the State of Ohio, and to that end the contract shall be construed and considered as a contract made and to be performed in the County of Medina, Ohio.

6.4. Defective Work, Materials or Services

When and as often as NEORide determines that the work, materials, or services furnished under the

Contract are not fully and completely in accordance with any requirement of the Contract, it may give notice and description of such non-compliance to Contractor. Within seven (7) calendar days of receiving such written notification, Contractor must supply NEORide with a written detailed plan which indicates the time and methods needed to bring the work, materials, or services within acceptable limits of the

Contract. NEORide may reject or accept this plan at its discretion. In the event this plan is rejected, the work, materials, or services will be deemed not accepted and returned to Contractor at Contractor’s expense. This procedure to remedy defects is not intended to limit or preclude any other remedies available to NEORide by law, including those available under the Uniform Commercial Code.

6.5. Contract Term

The term of any Contract arising from this RFP shall be for the duration of contract which shall be one (1) year, commencing in 2023. The contract will be awarded to one (1) Bidder with an effective date upon execution of the contract.

6.6. Option to Extend the Term of the Contract

NEORide 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 60 months.

6.7. Insurance

The Contractor shall maintain, at its own expense, throughout the period of the Contract and any extensions thereof and provide the following minimum insurance coverages of the types and in the amounts described below that are applicable to the scope of work being performed:

A. Worker’s Compensation and Employer’s Liability Insurance. Contractor must carry Workers'

Compensation Insurance (including occupational disease) in compliance with Workers'

Compensation statutes of any applicable jurisdiction in which the Work is to be performed. For the attainment of Workers Compensation in monopolistic states, including Ohio, coverage must be secured through the state fund.

o If Contractor is a qualified self-insurer in compliance with the laws of the state, this is also acceptable. A certificate of compliance from the appropriate workers' compensation bureau or board must be provided with the certificate of insurance.

1. Part A – Statutory

2. Part B – Employers Liability

a. Bodily Injury by Accident $500,000

b. Bodily Injury by Disease (Policy Limit) $500,000

c. Bodily Injury by Disease (Each Employee) $500,000 o Contractor must also carry Employer’s Liability Insurance with minimum limits of

$1,000,000 each accident; $1,000,000 for disease (per employee); and $1,000,000 for disease

(policy limit). This policy must include Ohio "Stop Gap" coverage, including coverage for

"substantially certain" claims.

B. Commercial General Liability Insurance. Contractor must carry Commercial General Liability

Insurance written on ISO form CG 00 01 10 01 (or its equivalent) with limits of $1,000,000 per occurrence and in the aggregate.

C. Commercial Auto Liability Insurance. Contractor shall carry Commercial Automobile Liability

Insurance covering all owned, leased and non-owned vehicles used in connection with the work to be performed under this contract, with limits of not less than $1,000,000 combined single limit per accident for bodily injury and property damage.

D. Professional Liability Insurance. Professional shall carry Professional Liability/Errors &

Omissions/Malpractice Insurance in an amount of no less than $1,000,000 per occurrence and in the aggregate.

E. Fidelity Bond/Crime. If Professional or its employees will be on the premises of NEORide in connection with performance of work under this contract, Professional shall carry no less than

$1,000,000 in Third Party Crime Coverage for the benefit of NEORide in the event of theft or other intentional harm to NEORide's property by Professional’s employees.

F. Requirements Common to All Policies. Contractor shall issue certificates of insurance to

NEORide in advance of any contract execution naming NEORide as Additional Insured.

6.8. Payment Procedures

Payments for products delivered or services performed shall be made after presentation of Contractor’s invoices to NEORide. Such invoices shall be computed in accordance with the fee schedule agreed to by

NEORide and Contractor, and incorporated into the final contract, and are due and payable within thirty

(30) calendar days of receipt of a correct invoice as agreed upon by NEORide. Each invoice shall contain

Contractor’s list of products or services delivered. Contractor agrees to supply with each invoice, additional information as may be requested by NEORide.

Invoices should clearly identify the NEORide purchase order number and any prompt payment discount offered to NEORide for paying within ten (10) days of receipt. NEORide may, at any time, conduct an audit of any and/or all records kept by the Contractor for this project. Any overpayment uncovered in such an audit may be charged against the Contractor’s future invoices. NEORide may withhold payment for services it believes were improper, failed to meet with project specifications, or are otherwise questionable. Invoices should be submitted on a monthly basis to: NEORide located at 1 Park Centre

Drive, #300, Wadsworth, OH 44281.

7. FEDERAL TRANSIT ADMINISTRATION (FTA) REQUIREMENTS

7.1. No Obligation by Federal Government

The Purchaser 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 of this contract and shall not be subject to any obligations or liabilities to the Purchaser, 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

Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

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

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.

7.3. Audit and Inspection of Records

Contractor shall permit the authorized representatives of NEORide, its member entities, the Ohio Auditor of State, the U.S. Department of Transportation, and the Comptroller General of the United States access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract, for the purpose of making audit, examination, excerpts and transcriptions until the expiration of three (3) years after final payment under this contract. Contractor further agrees to include all its subcontracts hereunder, a provision to the effect that the subcontractor agrees that NEORide, its member entities, the Ohio Auditor of State, the U.S. Department of Transportation and the Comptroller General of the United States or any of their duly authorized representatives shall, until the expiration of three (3) years after final payment under the subcontract, have access to books, documents, papers and records of such subcontractor involving transactions, related to the subcontractor for the purpose of making audit, examination, excerpts and transcriptions. The term "subcontract" as used in this clause excludes (1) purchase orders not exceeding $10,000 and (2) subcontractor or purchase orders for public utility services at rates established for uniform applicability to the general public.

The periods of access and examination described above, for records which relate to (1) appeals under the

"Disputes" clause of this contract, (2) litigation of the settlement of claims arising out of the performance of this contract, or (3) costs and expense of this contract as to which exception has been taken by the

Comptroller General or any of his duly authorized representatives, shall continue until such appeals, litigation, claims or exceptions have been disposed.

7.4. 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 Agreement (Form FTA

MA (26)) between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor’s failure to so comply shall constitute a material breach of this contract.

7.5. Nondiscrimination (EEO)

Federal Requirements and Guidance. The Recipient agrees to prohibit, and assures that each Third Party

Participant will prohibit, discrimination on the basis of race, color, religion, sex, or national origin, and:

A. Comply with Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., B. Facilitate compliance with Executive Order 11246, “Equal Employment Opportunity,” as amended by Executive Order 11375, “Amending Executive Order 11246, Relating to Equal

Employment Opportunity,” 42 U.S.C. § 2000e note, and as further amended by Executive Order

13672, “Further Amendments to Executive Order 11478, Equal Employment Opportunity in the

Federal Government, and Executive Order 11246, Equal Employment Opportunity,” July 21, 2014, C. Comply with Federal transit law, specifically 49 U.S.C. § 5332, as provided in section 13.a of this

Master Agreement, and

D. Follow Federal guidance pertaining to Equal Employment Opportunity laws and regulations, and prohibitions against discrimination on the basis of disability, Specifics. The Recipient agrees:

A. Prohibited Discrimination. As provided by Executive Order 11246, as amended, and as specified by U.S. Department of Labor regulations, to ensure that applicants for employment are employed and employees are treated during employment without discrimination on the basis of their:

1. Race,

2. Color,

3. Religion,

4. National origin,

5. Disability,

6. Age,

7. Sexual orientation,

8. Gender identity, or

9. Status as a parent

B. Affirmative Action. Take affirmative action that includes, but is not limited to:

1. Recruitment advertising, recruitment, and employment,

2. Rates of pay and other forms of compensation,

3. Selection for training, including apprenticeship, and upgrading, and

4. Transfers, demotions, layoffs, and terminations, but

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

Equal Employment Opportunity Requirements for Construction Activities. In addition to the foregoing, when undertaking “construction” as recognized by the U.S. Department of Labor (U.S. DOL), the

Recipient agrees to comply, and assures that each Third Party Participant will comply, with:

A. U.S. DOL regulations, “Office of Federal Contract Compliance Programs, Equal Employment

Opportunity, Department of Labor,” 41 C.F.R. chapter 60, and

B. Executive Order 11246, “Equal Employment Opportunity,” as amended by Executive Order

11375, “Amending Executive Order 11246, Relating to Equal Employment Opportunity,” 42

U.S.C. § 2000e note

7.6. Title VI, Civil Rights Act of 1964, Compliance

NEORide, in accordance with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 U.S.C. 2000d to

2000d-4 and Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-Assisted Programs of the Department of

Transportation issued pursuant to such Act, hereby notifies all bidders that it will affirmatively insure that in any contract entered into pursuant to this advertisement, minority business enterprises will be afforded full opportunity to submit Proposals in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

During the performance of this contract, the Contractor, for itself, its assignees and successors in interest

(hereinafter referred to as the "Contractor") agrees as follows:

A. Compliance with Regulations: The Contractor shall comply with the Regulations relative to nondiscrimination in federally-assisted programs of the Department of Transportation

(hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract.

B. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subProposers, including procurements of materials and leases of equipment. The

Contractor shall not participate either directly or indirectly in the discrimination prohibited by

Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations.

C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin.

D. Information and Reports: The Contractor shall provide all information and reports required by the

Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the RTA or the

Federal Transit Administration (hereinafter, "FTA") to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a Contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Contractor shall so certify to NEORide, or the FTA as appropriate, and shall set forth what efforts it has made to obtain the information.

E. Sanctions for Noncompliance: In the event of the Contractor's noncompliance with nondiscrimination provisions of this contract, the NEORide shall impose contract sanctions as it or the FTA may determine to be appropriate, including, but not limited to:

1. withholding of payments to the Contractor under the contract until the Contractor complies;

and/or

2. Cancellation, termination, or suspension of the contract, in whole or in part.

F. Incorporation of Provisions: The Contractor shall include the provisions of paragraphs (E) through (F) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The Contractor shall take such action with respect to any subcontract or procurement as the NEORide or the FTA may direct as a means of enforcing such provisions, including sanctions for noncompliance: provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the Contractor may request the NEORide to enter into such litigation to protect the interests of NEORide, and, in addition, the Contractor may request the United States to enter into such litigation to protect the interests of the United

States.

7.7. Americans with Disabilities Act (ADA)

The Contractor agrees to comply with and assure that any subcontractor under this Project complies with all applicable requirements for the American with Disabilities Act of 1990 (ADA), 42 U.S.C. Section

12101 et seq. and 49 U.S.C. Section 322; Section 504 of the Rehabilitation Act of 1973, as amended., 29

U.S.C. Section 794; Section 16 of the Federal Transit Act, as amended, 49 U.S.C. app. Section 1612, and the following regulations and any amendments thereto:

A. U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49

C.F.R. Part 37;

B. U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities

Receiving or Benefiting from Federal Financial Assistance," 49 C.F.R. Part 27;

C. U.S. DOT regulations, "Americans with Disabilities (ADA) Accessibility Specifications for

Transportation Vehicles," 49 C.F.R. Part 38;

D. Department of Justice (DOJ) regulations, Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 C.F.R. Part 35;

E. Department of Justice (DOJ) regulations, "Nondiscrimination on the Basis of Disability by Public

Accommodations and in Commercial Facilities," 28 C.F.R. Part 36;

F. General Services Administration, "Construction and Alteration of Public Building."

Accommodations of the Physically Handicapped," 41 C.F.R. Part 10119;

G. Equal Employment Opportunity Commission (EEOC) "Regulations to Implement the Equal

Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630;

H. Federal Communications regulations, "Telecommunications Relay Services and Related

Customer Premises Equipment for the Hearing and Speech Disabled," 47 C.F.R. Part 64, Subpart

F; and

I. FTA regulations, "Transportation for Elderly and Handicapped Persons," 49

J. C.F.R. Part 609

7.8. Incorporation of FTA Terms

The following provisions include, in part, certain Standard Terms and Conditions required by DOT, whether those Terms and Conditions were expressly set forth in the preceding contract provisions or not.

All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any [name of grantee] requests which would cause NEORide to be in violation of the FTA terms and conditions.

7.9. 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.

7.10. Termination of Contract for Default

If, through any cause, the Contractor shall fail to perform fully, timely and in proper manner its obligations under this contract, or if the Contractor shall breach any of the covenants, conditions or agreements contained in the contract, NEORide shall thereafter have the right to terminate this contract by giving notice in writing which shall specify the effective date thereof, to the Contractor of such termination. In such event, any goods delivered and/or installed by the Contractor under this contract shall, at the option of NEORide, become NEORide property and the Contractor shall be entitled to receive just and equitable compensation therefor, not to exceed the maximum aggregate compensation payable by

NEORide to contractor as stated in Blanket Purchase Order. In the event of a termination pursuant to this

Article, NEORide may elect instead to remove any goods delivered and/or installed and redeliver the same to the Contractor, all at the Contractor's sole expense, including reasonable charges for any time and/or labor expended by NEORide employees.

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

NEORide from the Contractor is determined.

7.11. Termination for Convenience NEORide

NEORide may terminate this contract any time by a notice in writing that shall specify the effective date thereof, from NEORide to the Contractor, at least thirty (30) days before the effective date of such termination. In that event, any goods accepted by NEORide prior to the effective date of the termination shall become NEORide's property and the Contractor shall be entitled to receive just and equitable compensation therefor and for any services accepted by NEORide prior to the effective date; provided, nevertheless, that the amount of such compensation shall not, in any event, exceed the maximum aggregate compensation payable by NEORide to contractor as stated in Blanket Purchase Order, properly attributable to the goods and/or services so accepted.

Neither the acceptance, by NEORide, of any goods and/or services; the payment, by NEORide, for any goods and/or services; nor both acceptance and payment, shall be deemed to waive, to compromise, or to affect in any manner the liability of the Contractor for any breach of contract, of warranty, or both of contract and of warranty.

7.12. Debarment and Suspension

The Contractor agrees to comply with U.S. Department of Transportation regulations, "Government

Debarment and Suspension (Non-procurement)", 49 CFR Part 29, and otherwise comply with the requirements of those regulations. This includes the requirement of the proposer to submit the

Certification of Primary Contractor Regarding Debarment, Suspension, and Other Responsibility Matter for all projects when the total aggregate value of the Contract exceeds $100,000 and to submit a

Certification of Lower Tier Participation Regarding Debarment, Suspension and Other Ineligibility and

Voluntary Exclusions for each subcontractor which will have a financial interest in this Project which exceeds $25,000 or will have a critical influence on or a substantive control over the Project.

NEORide will not make payment to the Contractor or subcontractor which 1) does not comply with this contract provision or 2) is not in compliance with the above-cited federal requirements or 3) fails to sign and agree to the language in Government-Wide Debarment and Suspension Certification in the

#PROPOSAL SUBMISSION (VENDOR FORMS & ATTACHMENTS) section.

https://procurement.opengov.com/portal/butlercountyrta/projects/107201?section=undefined

7.13. Buy America

The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. Part 661, which provides that

Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR 661.7, and include software, microcomputer equipment and small purchases (currently less than $150,000) made with capital, operating, or planning funds. Separate requirements for rolling stock are stated at 5323(j)(2)(C) and 49

CFR 661.11. Rolling stock must be manufactured in the US and have a minimum 60% domestic content for FY2016 and FY2017, a minimum 65% domestic content for FY2018 and FY2019 and a minimum

70% domestic content for FY2020 and beyond.

A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (below) with all bids or offers on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive.

This requirement does not apply to lower tier subcontractors.

7.14. Breaches and Dispute Resolution

Disputes- Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of NEORide Executive Director. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the

Contractor mails or otherwise furnishes a written appeal to the Executive Director. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Executive Director shall be binding upon the Contractor and the

Contractor…