Railroad_Track_Inspections_and_Warning_Device_Maintenance.pdf

REQUEST FOR PROPOSALS

Railroad Track Inspections and Warning Device Maintenance

#2024-11

FOR

METRO REGIONAL TRANSIT AUTHORITY

416 Kenmore Blvd.

Akron, Ohio 44301

PROPOSALS DUE:

October 17, 2024

4:00 pm

RFP 2024-11

Table of Contents

Section 1 - Legal Notice Section 2 - Introduction Section 3 - General Information Section 4 - Bid and Proposal Information Section 5 - Contractor Employment Requirements Section 6 - Contract Award and Regulations Section 7 - Termination or Breach of Contract Section 8 - Contract Rights Section 9 - Payments

Section 10 - Federal Transit Administration (FTA) Requirements Section 11 - Scope of Work Section 12 - Evaluation Phases Section 13 - Pricing Proposal Section 14 - Vendor Questionnaire

Attachments:

B - PROPOSAL Rail

Section 1 - Legal Notice

416 Kenmore Boulevard Akron, Ohio 44301-1099

(330) 762-7267 (330) 762-0854 FAX

LEGAL NOTICE

Notice is hereby given that METRO Regional Transit Authority (METRO) is requesting proposals for: Railroad Track Inspections and Warning Device Maintenance

Detailed specifications are available by visiting https://procurement.opengov.com/portal/akronmetro.

Any questions should be submitted through the Question & Answer section of the project (RFP #2024-

11) on METRO's OpenGov Portal.

All proposals must be submitted in accordance with requirements set forth in this proposal solicitation, and must be received within METRO's OpenGov portal before 4:00 pm on Thursday, October 17, 2024.

There will be NO public proposal opening.

In connection with the carrying out of this project, the Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, national origin, or handicap.

All Offerors are certifying that they are not debarred or suspended by the Federal Government by signing the proposal page.

METRO reserves the right to reject any and/or all proposals, to re-advertise for proposals and to waive any informality in any proposal and to determine the most responsive proposal by its own criteria, as described within the specification.

METRO further advises prospective Offerors that all proposals must be filed on the forms provided by the Authority, all required information in the Vendor Questionnaire section of this posting on OpenGov must be completed, and that all proposals must be in response to RFP# 2024-11.

Akron Beacon Journal

Dawn Distler

Chief Executive Officer/Secretary-Treasurer September 05, 2024 and September 12, 2024 https://procurement.opengov.com/portal/akronmetro

Section 2 - Introduction

2.1 SUMMARY

METRO RTA is seeking services for RAILROAD TRACK INSPECTION AND WARNING DEVICE MAINTENANCE

2.2 CONTACT INFORMATION

Tatia Harris

CCO

416 Kenmore Blvd

Akron, OH 44301

Email: tatia.harris@yourmetrobus.org

Phone: (330) 564-2215

Department:

Procurement

Department Head:

Patricia Taylor

Procurement Specialist

2.3 TIMELINE

RFP Issue Date September 5, 2024

Question Submission Deadline October 7, 2024, 4:00pm

Question Response Date October 8, 2024

Proposal Submission Deadline October 17, 2024, 4:00pm

Section 3 - General Information

3.1 TERMINOLOGY

“Bid” or “Proposal” refers to the document drafted and submitted by the Proposer(s)/Bidder(s) in response to the Request for Proposal.

“Bidder” or “Proposer” refers to the entity submitting the Bid or Proposal.

“Akron Metro Regional Transit Authority” (also referred to as “Akron Metro”, “Metro”, “Authority”, “Contractor”, “Buyer” or “Purchaser”) is the government entity who is soliciting proposals and bids with the RFP and/or IFB.

“Request for Proposals “or “Information for Bids” refers to the document prepared by the

Contractor/Buyer/Purchaser which outlines the scope of work of the Contractor’s project and is used to solicit for bids for the project.

mailto:tatia.harris@yourmetrobus.org tel:(330)564-2215

3.2 PROPOSAL SUBMISSION

Proposers shall submit through METRO's OpenGov portal and no submittals will be recognized if they are not received through OpenGov. Scans or photocopies of all required certifications and attestations are acceptable at the time of bid but originals shall be requested if necessary and provided to METRO upon request. Oversize pages used for drawings or similar purposes are allowed. Proposals must set forth full, accurate, and complete information as required by the RFP. Each Proposal, complete with affidavits and certifications and all required attachments, shall be submitted through the OpenGov portal.

All proposals are due BEFORE 4:00 pm on Thursday, October 17, 2024. Proposals received by Akron

Metro after that date and time will not be opened or considered.

3.3 PROPOSAL REQUIREMENTS

Proposals shall be prepared in a clear, concise, and economical manner. Proposals should be organized in a simple and straightforward manner. Price page(s) should be submitted either within their own identified section or as a separate file upload following any requirements noted in the Vendor

Questionnaire. There is no page limitation or minimum document size, but any information the Proposer submits is expected to be concise and relevant to the RFP.

Proposals that do not adhere to the required format, are difficult to read or are deemed illegible by

Akron Metro and may be rejected.

Proposals shall contain the following items and follow the exact sequence outlined below:

1. RFP Cover Page, providing the following information:

a. Identification of the Bidder(s), including name, address, and phone number of the appropriate contact person at each firm.

b. Signature of a person authorized to bind the proposing firm to the terms of the

Proposal.

2. Proposer Experience (including a brief narrative on capabilities as specifically related to this project)

3.4 POSTPONEMENT OR CANCELLATION OF REQUEST FOR PROPOSALS

Akron Metro RTA 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.

3.5 EXAMINATION OF RFP AND CONTRACT DOCUMENTS

Bidders are expected to examine the scope of services required, schedules, instructions, and specifications, if any. Failure to do so will be at the Bidder'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 furnish, 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. All manner of workmanship and material used in the production of the services and not herein contained or specified shall be of the industry standard and shall conform to the best practices known in the industry. Contractor will assume responsibility for all equipment used in the proposed item, whether the same is manufactured by Contractor or purchased ready made from a source outside Contractor's company. It is the sole responsibility of Contractor to read the specifications and understand them.

The submission of a Proposal shall constitute an acknowledgment upon which Akron Metro RTA may rely that the Bidder 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 goods and services to be provided hereunder. The failure or neglect of a Bidder to receive or examine such documents, work sites, statutes, regulations, ordinances, or resolutions shall in no way relieve the Bidder 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.

Section 4 - Bid and Proposal Information

4.1 LEGAL ADVERTISEMENT FOR PROPOSALS

Advertisement for proposals for Railroad Track Inspections and Warning Device Maintenance 2024-11 by the METRO Regional Transit Authority (METRO) appeared in the Akron Beacon Journal on September

05, 2024 and September 12, 2024, and will posted on our website on Thursday, September 5, 2024.

4.2 DURATION OF CONTRACT

Duration of the proposed contract shall be for FIVE (5) years beginning January 01, 2025 through

December 31, 2029

4.3 BID

Sealed bids for the above will be received online at METRO's OpenGov portal, all bids are due before

4:00 pm on Thursday, October 17, 2024, and will not be publicly opened.

4.4 AMENDMENTS

No responses will be issued for requests for clarification or amendments ten (10) calendar days or less before the proposal due date. If you find ambiguity in the contract it must be brought up prior to bid closing date.

4.5 BID BOND

FTA may accept the bonding policy and requirements of the recipient, provided that they meet the minimum requirements for construction contracts as follows:

1. A bid guarantee from each bidder equivalent to five (5) percent of the bid price. The "bid guarantees" shall consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of his bid, execute such contractual documents as may be required within the time specified.

2. A performance bond on the part to the Contractor for 100 percent of the contract price. A

"performance bond" is one executed in connection with a contract to secure fulfillment of all the contractor's obligations under such contract.

3. A payment bond on the part of the contractor for 100 percent of the contract price. A

"payment bond" is one executed in connection with a contract to assure payment, as required by law, of all persons supplying labor and material in the execution of the work provided for in the contract. Payment bond amounts required from Contractors are as follows:

a. 50% of the contract price if the contract price is not more than $1 million;

b. 40% of the contract price if the contract price is more than $1 million but not more than

$5 million; or

c. $2.5 million if the contract price is more than $5 million.

4. A cash deposit, certified check or other negotiable instrument may be accepted by a grantee in lieu of performance and payment bonds, provided the grantee has established a procedure to assure that the interest of FTA is adequately protected. An irrevocable letter of credit would also satisfy the requirement for a bond.

Bid Bond Requirements (construction)

1. Bid Security - A Bid Bond must be issued by a fully qualified surety company acceptable to

(Recipient) and listed as a company currently authorized under 31 CFR, Part 223 as possessing a Certificate of Authority as described thereunder.

2. Rights Reserved - In submitting this Bid, it is understood and agreed by bidder that the right is reserved by (Recipient) to reject any and all bids, or part of any bid, and it is agreed that the Bid may not be withdrawn for a period of ninety (90) days subsequent to the opening of bids, without the written consent of (Recipient). It is also understood and agreed that if the undersigned bidder should withdraw any part or all of his bid within ninety (90) days after the bid opening without the written consent of (Recipient), shall refuse or be unable to enter into this Contract, as provided above, or refuse or be unable to furnish adequate and acceptable Performance Bonds and Labor and Material Payments Bonds, as provided above, or refuse or be unable to furnish adequate and acceptable insurance, as provided above, he shall forfeit his bid security to the extent of (Recipient's) damages occasioned by such withdrawal, or refusal, or inability to enter into an agreement, or provide adequate security therefor.

It is further understood and agreed that to the extent the defaulting bidder's Bid Bond, Certified Check, Cashier's Check, Treasurer's Check, and/or Official Bank Check (excluding any income generated thereby which has been retained by (Recipient) as provided. Bidder shall prove inadequate to fully recompense (Recipient) for the damages occasioned by default, then the undersigned bidder agrees to indemnify (Recipient) and pay over to

(Recipient) the difference between the bid security and (Recipient's) total damages, so as to make (Recipient) whole.

The undersigned understands that any material alteration of any of the above or any of the material contained on this form, other than that requested, will render the bid unresponsive.

Performance and Payment Bonding Requirements (Construction)

The Contractor shall be required to obtain performance and payment bonds as follows:

1. Performance bonds

a. The penal amount of performance bonds shall be 100 percent of the original contract price, unless the (Recipient) determines that a lesser amount would be adequate for the protection of the (Recipient).

b. The (Recipient) may require additional performance bond protection when a contract price is increased. The increase in protection shall generally equal 100 percent of the increase in contract price. The (Recipient) may secure additional protection by directing the Contractor to increase the penal amount of the existing bond or to obtain an additional bond.

2. Payment bonds

a. The penal amount of the payment bonds shall equal:

i. Fifty percent of the contract price if the contract price is not more than $1 million.

ii. Forty percent of the contract price if the contract price is more than $1 million but not more than $5 million; or

iii. Two and one half million if the contract price is more than $5 million.

b. If the original contract price is $5 million or less, the (Recipient) may require additional protection as required by subparagraph 1 if the contract price is increased.

Performance and Payment Bonding Requirements (Non-Construction)

The Contractor may be required to obtain performance and payment bonds when necessary to protect the (Recipient's) interest.

1. The following situations may warrant a performance bond:

a. (Recipient) property or funds are to be provided to the contractor for use in performing the contract or as partial compensation (as in retention of salvaged material).

b. A contractor sells assets to or merges with another concern, and the (Recipient), after recognizing the latter concern as the successor in interest, desires assurance that it is financially capable.

c. Substantial progress payments are made before delivery of end items starts.

d. Contracts are for dismantling, demolition, or removal of improvements.

2. When it is determined that a performance bond is required, the Contractor shall be required to obtain performance bonds as follows:

a. The penal amount of performance bonds shall be 100 percent of the original contract price, unless the (Recipient) determines that a lesser amount would be adequate for the protection of the (Recipient).

b. The (Recipient) may require additional performance bond protection when a contract price is increased. The increase in protection shall generally equal 100 percent of the increase in contract price. The (Recipient) may secure additional protection by directing the Contractor to increase the penal amount of the existing bond or to obtain an additional bond.

3. A payment bond is required only when a performance bond is required, and if the use of payment bond is in the (Recipient's) interest.

4. When it is determined that a payment bond is required, the Contractor shall be required to obtain payment bonds as follows:

a. The penal amount of payment bonds shall equal:

i. Fifty percent of the contract price if the contract price is not more than $1 million.

ii. Forty percent of the contract price if the contract price is more than $1 million but not more than $5 million; or

iii. Two and one half million if the contract price is increased.

Advance Payment Bonding Requirements

The Contractor may be required to obtain an advance payment bond if the contract contains an advance payment provision, and a performance bond is not furnished. The (recipient) shall determine the amount of the advance payment bond necessary to protect the (Recipient).

Patent Infringement Bonding Requirements (Patent Indemnity)

The Contractor may be required to obtain a patent indemnity bond if a performance bond is not furnished, and the financial responsibility of the Contractor is unknown or doubtful. The (recipient) shall determine the amount of the patent indemnity to protect the (Recipient).

Warranty of the Work and Maintenance Bonds

1. The Contractor warrants to (Recipient), the Architect and/or Engineer that all materials and equipment furnished under this Contract will be of highest quality and new unless otherwise specified by (Recipient), free from faults and defects and in conformance with the Contract

Documents. All work not so conforming to these standards shall be considered defective. If required by the Project Manager, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment.

2. The Work furnished must be of first quality and the workmanship must be the best obtainable in the various trades. The Work must be of safe, substantial and durable construction in all respects. The Contractor hereby guarantees the Work against defective materials or faulty workmanship for a minimum period of one (1) year after Final Payment by (Recipient) and shall replace or repair any defective materials or equipment or faulty workmanship during the period of the guarantee at no cost to (Recipient). As additional security for these guarantees, the Contractor shall, prior to the release of Final

Payment furnish separate Maintenance (or Guarantee) Bonds in form acceptable to

(Recipient) written by the same corporate surety that provides the Performance Bond and

Labor and Material Payment Bond for this Contract. These bonds shall secure the

Contractor's obligation to replace or repair defective materials and faulty workmanship for a minimum period of one (1) year after Final Payment and shall be written in an amount equal to ONE HUNDRED PERCENT (100%) of the CONTRACT SUM, as adjusted (if at all).

4.6 DISPOSITION OF CERTIFIED OR CASHIERS CHECK

Said certified or cashiers check to be forfeited to METRO as agreed amount of liquidated damages in case of failure to enter into a contract as above described. The check will be released or returned to the bidder in the case his bid is rejected.

In case the bid is accepted, the check will be returned after the contract has been signed. The check of the next lowest bidder will be retained until the lowest responsible bidder has signed. If he fails to do so, said check shall be further retained until the second lowest responsible bidder shall have signed; and in default hereof, the check shall be forfeited to METRO as liquidated damages.

4.7 FORM OF BID

Every bid must be made within METRO's OpenGov portal and must contain the full name of every person, firm, or corporation interested in the bid, and the address of the person, firm, or the president and secretary of the corporation bidding; and if a corporation, the name of the State in which it is incorporated.

4.8 NAME OF BIDDER

Each bid must contain a page that is clearly signed with the full name and address of each person interested in it. In case of a partnership, the firm name and address of each individual party must be given.

4.9 SIGNATURE OF BIDDER

Firm, corporate, or individual name of the bidder must be signed by the bidder in the space provided for the signature on the bid blank. In case of a corporation, the title of the officer signing must be stated and each officer must be thereunto duly authorized. In the case of a partnership, the signature of at least one of the partners must follow the firm name, using the term "member of firm." In case of an individual, use the term "doing business as" or "sole owner."

4.10 BIDDER AFFIDAVITS

Bidder is required to submit with his bid an affidavit stating that neither he nor his agents, nor any other party for him has paid or agreed to pay, directly or indirectly, any persons, firm, or corporation any money or valuable consideration for assistance in procuring or attempting to procure the contract herein referred to and further agreeing that no such money or reward will be hereafter paid. This affidavit must be on the form attached hereto and made part of this bid.

Each bidder, who is a foreign corporation, i.e., a corporation not chartered in Ohio, but licensed to do business in Ohio, is required to submit with his bid an affidavit duly executed by the President or

Executive Director of the corporation, stating in said affidavit that said foreign corporation had, in accordance with the provisions of the

Revised Code of the State of Ohio, obtained a certificate authorizing it to do business in the State of

Ohio. The certificates, or certified copies of same, are obtainable from the Office of the Secretary of

State, Columbus, Ohio.

4.11 SPECIFICATIONS TO BE PART OF THE CONTRACT

Specifications, statements, and the bid, which accompany the bids, which are accepted therewith, and which do not conflict with the provisions herein contained, shall be part of any contract that is entered into.

4.12 EXPLANATIONS (WRITTEN AND/OR ORAL)

Should a bidder find a discrepancy in or omissions from these specifications, or should there be any doubt as to their meaning, bidder shall at once make inquiry to the Director of Finance.

4.13 WITHDRAWAL OF BID

A submitted proposal may be withdrawn prior to the deadline for submission by clicking the "unsubmit" button. Once the proposal is unsubmitted/withdrawn, METRO has no response from the bidder. Any resubmission must be resubmitted prior to the submission deadline. If a proposers wishes to withdraw their proposal after the submission deadline, but prior to award of the contract, they should contact

METRO’s Procurement Officer immediately.

4.14 CONSIDERATION OF BID

All bids received in conformity with these specifications shall, as soon as possible be tabulated.

4.15 REJECTION OF ACCEPTANCE OF BIDS

The Executive Director reserves the right to accept or reject any or all bids, and any parts of any bid. In awarding a contract, the Executive Director reserves the right to consider all elements entering into the question of determining the responsibility of the bidder. Any bid which is incomplete, conditional, obscure, or which contains additions not called for, or irregularities of any kind, may be cause for rejection of the bid. In case of any discrepancy between the price written in the bid and that given in figures for any item, the price in writing will be considered as the bid.

4.16 UNACCEPTABLE BIDS

No bid will be accepted from or contract awarded to any person, firm, or corporation that is in arrears or is in default to METRO upon any debt or contract, or that is a defaulter as surety or otherwise upon any obligation to said Authority or has failed to perform faithfully any previous contract with the Authority.

Section 5 - Contractor Employment Requirements

5.1 WORKERS' COMPENSATION ACT

The Contractor shall comply with the State Law known as the Workers' Compensation Act and shall pay into the State insurance fund the necessary premiums required by the Act or elect and maintain status as a Qualified Self Insured as allowed by the Act to cover all employees furnishing said services to

METRO, and under the control of the Contractor, and shall relieve METRO from any costs due to accidents and other liabilities mentioned in said Act.

5.2 SOCIAL SECURITIES ACT

The Contractor shall be and remain an independent Contractor with respect to all services performed hereunder and agrees to and does hereby accept full and exclusive liability for payment of any and all contributions or taxes for social security, unemployment insurance, and old age retirement benefits or annuities now or hereafter imposed under any State and Federal law which are measured by the wages, salaries, or other remunerations paid to persons by the Contractor on work performed under the terms of this contract and further agrees to obey all lawful rules and regulations and to meet all lawful requirements which are now or may be issued or promulgated under said respective laws by any duly authorized State or Federal officials; and said Contractor also agrees to indemnify and save harmless the

Board of Trustees from any contributions or liability therefor.

5.3 EQUAL EMPLOYMENT OPPORTUNITY

In implementing the Project/Contract, the bidder/respondent may not discriminate against any employee or applicant for employment because of race, color, creed, sex, disability, age or national origin. The Recipient 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, sex, disability, age or national origin. 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.

5.4 DISADVANTAGED BUSINESS ENTERPRISE

If a specific DBE goal is assigned to this contract, it will be clearly stated in the Specifications. If the

Contractor is found to have failed to exert sufficient, reasonable, and good faith efforts to involve DBE's in the work provided, METRO may declare the Contractor noncompliant and in breach of contract. If a goal is not stated in the Special Specifications, it will be understood that no specific goal is assigned to this contract, but DBE participation is still a requirement.

a. Policy - It is the policy of the Department of Transportation and METRO that

Disadvantaged Business Enterprises, as defined in 49 CFR Part 26, shall have the maximum opportunity to participate in the performance of Contract financed in whole or in part with federal funds under this Agreement. Consequently, the DBE requirements of 49 CFR Part 26 applies to this Contract.

It is further the policy of METRO to promote the development and increase the participation of businesses owned and controlled by disadvantaged. DBE involvement in all phases of METRO procurement activities is encouraged.

b. DBE obligation - The Contractor and its subcontractors agree to ensure that disadvantaged businesses have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with federal funds provided under the Agreement. In that regard, all Contractors and subcontractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26, to ensure that minority business enterprises have the maximum opportunity to compete for and perform contracts.

c. Where the Contractor is found to have failed to exert sufficient reasonable and good faith efforts to involve DBE's in the work provided, METRO may declare the Contractor noncompliant and in breach of contract.

d. The Contractor will keep records and documents for a reasonable time following performance of this contract to indicate compliance with METRO’s DBE program. These records and documents will be made available at reasonable times and places for inspection by any authorized representative of METRO and will be submitted to METRO upon request.

e. METRO will provide affirmative assistance as may be reasonable and necessary to assist the prime Contractor in implementing their programs for DBE participation. The assistance may include the following upon request:

• Identification of qualified DBEs

• Available listing of Minority Assistance Agencies

• Holding bid conferences to emphasize requirements

f. Disadvantaged business "means a small business concern":

i. Whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it.

or

ii. Whose management and daily business operations are controlled by one or more women individuals who own it.

g. "Small business concern" means a small business as defined by Section 3 of the Small

Business Act and Appendix B - (Section 106(c)) Determinations of Business Size.

h. "Socially and economically disadvantaged individuals" means those individuals who are citizens of the United States (or lawfully admitted permanent residents) and States (or lawfully admitted permanent residents) and who are black Americans, Hispanic

Americans, Native Americans, Asian-Pacific Americans, Asian-Indian Americans, or women, and any other minorities or individuals found to be disadvantaged by the Small

Business Administration pursuant to section 8(a) of the Small Business Act.

i. "Black Americans", which includes persons having origins in any of the Black racial groups of Africa;

ii. "Hispanic Americans", which includes persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish or Portuguese culture or origin, regardless of race;

iii. "Native Americans', which includes persons who are American Indians, Eskimos, Aleuts, or Native Hawaiians;

iv. "Asian-Pacific Americans", which includes persons whose origins are from Japan, China, Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Samoa, Guam, the

U.S. Trust Territories of Pacific, and the Northern Marianas;

v. "Asian-Indian Americans", which includes persons whose origins are from India, Pakistan, and Bangladesh.

5.5 DBE PARTICIPATION REQUIREMENTS

All prime or general Contractors are hereby notified that they must show that all reasonable good faith efforts were made to meet the minimum DBE participation goals on this contract.

If a bidder or proposer finds it impossible to fully meet the DBE goal of this contract, the bidder must complete Schedule D: Certification of Contractor Regarding Unavailability of a Disadvantaged (Minority)

Business Enterprise (DBE) accompanied by documentation showing that all reasonable good faith efforts were made toward fulfilling the goal.

All bidders or proposers are hereby notified to be responsive that they must submit with their bids or bid, the DBE Affidavit, the Letter of Intent, and the Certificate of DBE Assurance.

For a list of qualified DBEs please visit the State of Ohio’s web site at www.ohioucp.org.

Section 6 - Contract Award and Regulations

6.1 AWARD OF CONTRACT

The contract shall be awarded to the lowest and best overall bid meeting the minimum requirements as set forth in the specifications. METRO will pay no interest, finance, or carrying charges on our unpaid balance. There will be no down payment or prepayment made as part of this award.

6.2 PATENT RIGHTS IN DATA, INVENTIONS, AND COPYRIGHT REQUIREMENTS

1. Rights in Data - These following requirements apply to each contract involving experimental, developmental or research work:

2. The term "subject data" used in this clause means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the contract. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term

"subject data" does not include financial reports, cost analyses, and similar information incidental to contract administration.

3. The following restrictions apply to all subject data first produced in the performance of the contract to which this Attachment has been added:

a. Except for its own internal use, the Purchaser or Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the

Purchaser or Contractor authorize others to do so, without the written consent of the

Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public; this restriction on publication, however, does not apply to any contract with an academic institution.

4. In accordance with 49 C.F.R. § 18.34 and 49 C.F.R. § 19.36, the Federal Government reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for "Federal Government purposes," any subject data or copyright described in subsections (2)(b)1 and (2)(b)2 of this clause below. As used in the previous sentence, "for Federal Government purposes," means use only for the direct https://www.ohioucp.org/ purposes of the Federal Government. Without the copyright owner's consent, the Federal

Government may not extend its Federal license to any other party.

5. Any subject data developed under that contract, whether or not a copyright has been obtained; and

6. Any rights of copyright purchased by WRTA or Contractor using Federal assistance in whole or in part provided by FTA.

a. When FTA awards Federal assistance for experimental, developmental, or research work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FTA determines otherwise, the Purchaser and the Contractor performing experimental, developmental, or research work required by the underlying contract to which this Attachment is added agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of that contract, or a copy of the subject data first produced under the contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of the underlying contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct. This subsection (c), however, does not apply to adaptations of automatic data processing equipment or programs for the Purchaser or Contractor's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects.

b. Unless prohibited by state law, upon request by the Federal Government, the Purchaser and the Contractor agree to indemnify, save, and hold harmless the Federal

Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Purchaser or Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. Neither WRTA nor the Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government.

c. Nothing contained in this clause on rights in data shall imply a license to the Federal

Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent.

d. Data developed by WRTA or Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying contract to which this Attachment has been added is exempt from the requirements of subsections (b), (c), and (d) of this clause, provided that WRTA or Contractor identifies that data in writing at the time of delivery of the contract work.

e. Unless FTA determines otherwise, the Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA.

f. Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (i.e. a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc.), the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under

Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401.

g. The Contractor also agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with

Federal assistance provided by FTA.

6.3 INELIGIBLE CONTRACTORS / DEBARMENT AND SUSPENSION

This Contract is a covered transaction for purposes of 49 CFR Part 29. As such, the Contractor is required to verify that the Contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR

29.905, are not excluded, or disqualified as defined at 49 CFR 29.940 and 29.945.

The Contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into.

6.4 BUY AMERICA

Bidders/Contractors shall submit with the bid a completed Buy America Certificate indicating that the

Bidder/Contractor will comply with the requirements of 49 U.S.C. 5323(j) and 49 CFR Part 661, which provide 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 the FTA or the product is subject to a general waiver. Separate requirements for rolling stock are set out at 5323(j)

(2) (C) and 49 CFR 661.11. Rolling stock not subject to a general waiver must be manufactured in the

United States and have a 70% domestic content.

On November 15, 2021, President Biden signed into law the Infrastructure Investment and Jobs Act

(“IIJA”), Pub. L. No. 117-58, which includes the Build America, Buy America Act (“the Act”). Pub. L. No.

117-58, §§ 70901-52. IIJA provides instruction to recipients of an award of Federal financial assistance from a program for infrastructure that none of the funds provided under this award may be used for a project for infrastructure unless:

1. All iron and steel used in the project are produced in the United States--this means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States;

2. All manufactured products used in the project are produced in the United States—this means the manufactured product was manufactured in the United States; and the cost of the components of the manufactured product that are mined, produced, or manufactured in the United States is greater than 55 percent of the total cost of all components of the manufactured product, unless another standard for determining the minimum amount of domestic content of the manufactured product has been established under applicable law or regulation; and

3. All construction materials1 are manufactured in the United States—this means that all manufacturing processes for the construction material occurred in the United States.

The Buy America preference only applies to articles, materials, and supplies that are consumed in, incorporated into, or affixed to an infrastructure project. As such, it does not apply to tools, equipment, and supplies, such as temporary scaffolding, brought to the construction site and removed at or before the completion of the infrastructure project. Nor does a Buy America preference apply to equipment and furnishings, such as movable chairs, desks, and portable computer equipment, that are used at or within the finished infrastructure project but are not an integral part of the structure or permanently affixed to the infrastructure project.

1Excludes cement and cementitious materials, aggregates such as stone, sand, or gravel, or aggregate binding agents or additives.

The Bidder/Contractor shall submit the appropriate Buy America certification with all bids on FTA-funded contracts except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification shall be rejected as non-responsive. This requirement applies to lower tier subcontractors.

Upon written request, Akron Metro may request a waiver of the above provisions. Such waiver may be granted if the Secretary determines;

1. That their application would be inconsistent with the public interest;

2. That materials for which a waiver is requested are not produced in the United States in sufficient and reasonably available quantities and of a satisfactory quality;

3. The inclusion of a domestic item or domestic material will increase the cost of the overall project contract by more than 25 per percent.

6.5 AUDIT AND INSPECTION OF RECORDS

1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 CFR 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United

States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 CFR 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311.

2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 CFR 633.17, Contractor agrees to provide the Purchaser, the FTA

Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $250,000.

3. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the

Contractor shall make available records related to the contract to the Purchaser, the

Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection.

4. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

5. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i) (11).

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

6.6 SUBCONTRACT APPROVAL

Any subcontract the bidder may wish to enter into must be approved by prior to the execution of the subcontract, and all the requirements of the FTA third party contracts must be included within said subcontracts to gain approval of METRO.

6.7 OWNERSHIP OF DOCUMENTS

METRO and FTA will become owners of all documents prepared by the bidder upon payment for same by METRO, except any documents which may be protected by patent, lease or other written documents which provides proof of ownership.

6.8 AMENDMENTS TO THE CONTRACT

This agreement may be amended at any time, providing any amendment by staff is approved by resolution of METRO’s Board of Trustees.

6.9 CARGO PREFERENCE (WHERE APPLICABLE)

The Contractor agrees:

a. to use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels;

b. to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel.

c. requires Contractors and subcontractors at every tier to use United States flag air carriers, to the extent service by these carriers is available. When the contract may involve the international transportation of goods, equipment, or personnel by air, the contract must. 49 U.S.C. 40118 and 4 CFR Part 52.

6.10 ENVIRONMENTAL, RESOURCE CONSERVATION, AND ENERGY REQUIREMENTS

The Contractor and all of its subcontractors shall recognize mandatory standards and policies relating to the following requirements:

Energy Requirements

The contractor agrees to comply with the Energy Policy and Conservation requirements and are applicable to all contracts. The Recipient agrees to, and assures that its subrecipients, if any, will comply with the mandatory energy standards and policies of its state energy conservation plans under the Energy Policy and Conservation Act, as amended, 42 U.S.C. § 6201 et seq., and perform an energy assessment for any building constructed, reconstructed, or modified with federal assistance as required under FTA regulations, “Requirements for Energy Assessments,” 49 C.F.R.

part 622, subpart C.

Clean Water

The Clean Air and Clean Water Act requirements apply to each contract and subcontract exceeding $150,000. Each contract and subcontract must contain a provision that requires the recipient to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401–7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251– 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA)

Clean Air

FTA-funded projects must meet the requirements of the Clean Air Act. (42 U.S.C. § 7401 et seq.)

Recovered Materials

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.

6.11 SEISMIC SAFETY REQUIREMENTS

The Contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of

Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The Contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project.

Section 7 - Termination or Breach of Contract

7.1 TERMINATION FOR CONVENIENCE (GENERAL PROVISION)

METRO may terminate this contract, in whole or in part, at any time with 30 days’ prior written notice to the Contractor when it is in the Government's best interest. The

Contractor shall be paid its costs, including contract closeout costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to METRO to be paid the Contractor. If the Contractor has any property in its possession belonging to METRO, the Contractor will account for the same, and dispose of it in the manner the METRO directs.

7.2 TERMINATION FOR DEFAULT [BREACH OR CAUSE] (GENERAL PROVISION)

If the Contractor does not deliver supplies in accordance with the contract delivery schedule. If the contract is for services, the Contractor fails to perform in the manner called for in the contract. If the

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

If it is later determined by METRO that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor.

METRO, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience.

7.3 OPPORTUNITY TO CURE (GENERAL PROVISIONS)

METRO in its sole discretion may, in the case of a termination for breach or…