Request_For_Proposal_-_Lease_of_Retail_Space_at_WRTA_Bus_Terminal.pdf

REQUEST FOR PROPOSAL

RFP 2023-5

REQUEST FOR PROPOSAL - LEASE OF RETAIL SPACE AT WRTA

BUS TERMINAL

Western Reserve Transit Authority

604 Mahoning Ave

Youngstown, OH 44502

RELEASE DATE: December 15, 2025

DEADLINE FOR QUESTIONS: January 2, 2026

RESPONSE DEADLINE: January 27, 2026, 11:00 am

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

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

Western Reserve Transit Authority

REQUEST FOR PROPOSAL

Request For Proposal - Lease of Retail Space at WRTA Bus Terminal

1. Project Notice

2. Introduction

3. General Information

4. General Instructions to Proposers

5. Scope of Work

6. Proposal Requirements

7. Federal Transit Administration Required Provisions

8. Required Information

9. Lease Proposal

Attachments:

A - Exhibit A Retail Space

Request For Proposal #RFP 2023-5 Title: Request For Proposal - Lease of Retail Space at WRTA Bus Terminal

1. Project Notice

Copy and paste Legal Notice here

1.1. Legal Notice Request for Proposal

Notice is hereby given that Western Reserve Transit Authority (WRTA) is solicitating a Request for

Proposals to Lease Retail Space at WRTA Federal Station Bus Terminal

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

OpenGov. Proposals must be submitted using WRTA’s OpenGov portal in accordance with requirements set forth within the bid documents. Submissions are due on or before 11:00 AM, January 27, 2026.There will be a public bid opening conducted at WRTA 's boardroom on January 27, 2026 at 11:00 AM. Results will be posted on the OpenGov procurement portal following the bid opening. All vendors supplying a bid proposal will receive an email with the opening results.

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

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

2. Introduction

2.1. Summary

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

Saturday and and expanded to offering service to all of Mahoning County in 2008. The bulk of WRTA’s service consists of twenty-seven (27) fixed routes, most of which originate from the Federal Station

Transit Center, located in downtown Youngstown. WRTA also operates four (4) suburban loop routes in

Mahoning County. One fixed route serves Warren, OH. WRTA also provides extensive curb-to-curb demand response services to the elderly and disabled throughout the county. WRTA has a fleet of 74 transit buses of various sizes .

2.2. Background

Federal Station’s last renovation was completed in March 2014. The facility consists of an outside passenger transfer area with shelters for waiting, a climate-controlled waiting area with public restrooms, a WRTA employee break room, offices, and two spaces for retail space. The facility is open to the public from approximately 6:00 a.m. to 10:00 p.m. Monday Through Friday, and 8:00 a.m. to 8:00 p.m. on Saturday. On average, over 9,000 passengers per day get on and off the bus at the downtown

Transfer Center location.

Located in Youngstown’s downtown area, Federal Station is neighboring major employment and commercial areas and entertainment venues. It is surrounded by City, County, and Courthouse Offices in addition to private businesses. The location is less than four blocks from the Youngstown State

University campus as well as numerous downtown retail businesses and offices.

2.3. Contact Information

Jeff Siwiec

Director of Maintenance

604 Mahoning Ave.

Youngstown, OH 44502

Email: jsiwiec@wrtaonline.com

Phone: (330) 941-5762

Department:

Maintenance

Department Head:

Jeff Siwiec

Director

2.4. Timeline

Release Project Date December 15, 2025 mailto:jsiwiec@wrtaonline.com tel:(330)941-5762

Pre-Proposal Meeting (Non-Mandatory) December 23, 2025, 10:00am

WRTA Bus Terminal 340 W. Federal St. Youngstown

Ohio 44502

Question Submission Deadline January 2, 2026, 11:00am

Question Response Deadline January 9, 2026, 2:00pm

Proposal Submission Deadline January 27, 2026, 11:00am

Contractor Selection Date February 13, 2026

3. General Information

3.1. Purpose of the Request for Proposal

Western Reserve Transit Authority(WRTA) seeks to establish a multi year lease agreement for the space available at WRTA's bus terminal at 340 W. Federal St. Youngstown Oh. in accordance with the specifications, terms and conditions set forth within this Request for Proposal (RFP)

4. General Instructions to Proposers

4.1. Definitions

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

The term "FTA" refers to the Federal Transit Administration.

4.2. Questions

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

4.3. Lease Proposal

The monthly lease amount, shall be on the bid forms provided and duly executed by the bidder. The lease amount proposed shall be all inclusive and reflect the items of equipment and material specified in the specifications.

4.4. Proposers Responsibility

Each bidder shall familiarize himself with all solicitation documents including attached documents and forms. The bidder will be held responsible to comply fully therewith.

4.5. Opening of Proposals

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

4.6. Withdrawal of Proposals

Proposals may be withdrawn by the submitting vendor on the OpenGov Portal prior to the proposal submission deadline. Negligence on the part of the bidder in preparing the proposal confers no right for the withdrawal of the proposal after it has been opened. No proposal may be withdrawn or amended after bids have been publicly opened for a period of ninety (90) days thereafter.

4.7. Rejections of Proposals

WRTA reserves the rights to reject any and all proposals when such rejection is in their opinion, in

WRTA's best interest. WRTA also reserves the right to waive any informalities in any proposal.

4.8. Proposal Protests

It is the policy of the WRTA to prepare specifications for invitation for bids that are not discriminatory in nature. All solicitations are to be open and free to all competing vendors whereby all have a reasonable chance to be successful and be awarded a contract.

If a vendor feels that a particular solicitation is unfair for whatever reason, the following procedure must be followed to register a proper protest and said procedure shall be a part of all solicitations.

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

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

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

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

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

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

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

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

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

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

Government.

If the vendor believes that WRTA did not follow the above process, he/she may appeal to the Federal

Transit Administration (FTA) as follows:

Office of Program Management

Federal Transit Administration

210 W. Adams Street

Suite 2410

Chicago, Illinois 60606

(312) 353-2789

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

4.9. Award of Contract

The basis for the award shall be determined by the evaluation procedure as set forth. The contract will be awarded within ninety (90) days to the successful bidder(s) after WRTA has determined the proposal(s) to be in its best interest. WRTA reserves the right to reject any and all proposal when such rejection is in their opinion, in WRTA's best interest. WRTA also reserves the right to waive any informalities in any bid. Each bidder shall be prepared, if so, requested by WRTA, to present evidence of his experience, qualifications, and financial ability to carry out the terms of the contract. The bidder agrees that the bid will be valid for at least a ninety (90) day period from the date the proposal are opened.

4.10. Explanation to Proposers

The scope of the project is described in the specifications herein. All questions regarding the exact intent of the work should be brought to WRTA's attention prior to the solicitation question deadline. Any questions of this nature not brought up prior to this time shall be answered at WRTA's discretion and

WRTA's decision shall be final.

4.11. Specifications

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

Should any error appear in the specifications, the same is to be referred to WRTA for correction before the bids are submitted or the work proceeded with. The manufacturer or contractor shall make no alterations or corrections without consulting WRTA beforehand.

4.12. Single Proposal Response

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

4.13. Pre-award Inspections

The purchaser reserves the right to perform a pre-award inspection of any bidder. The purpose of the evaluation will be to assure that the bidder:

A. Has in operation, or has the capability to have in operation, a location adequate to assure delivery (and installation where applicable) of the item(s) proposed.

B. Has adequate engineering and service personnel, to satisfy any engineering or service problems that may arise during the warranty period.

C. Has the necessary facilities and financial resources or has the capability to obtain such facilities and resources, to complete the contract in a satisfactory manner within the required time.

D. Has adequate quality control to assure that workmanship will comply with the specifications.

4.14. Pre-delivery Inspections

The purchaser reserves the right to inspect the item(s) before delivery. The vendor and/or manufacturer shall give all needed assistance to the purchaser in the performance of this inspection. The inspection, if made, shall be for the purpose of assuring that the item(s) meets or exceeds the specifications. Any deficiencies identified must be rectified prior to delivery of the item(s).

4.15. Taxes

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

4.16. Disadvantage Business Enterprise Requirements

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

5. Scope of Work

5.1. Project Overview

Retail Space Lease

The 991 square foot retail space currently for lease, which is the subject of this RFP, has large windows facing Federal St, an exterior walk-in door as well an entrance door from the lobby area. A site plan of the space can be found in Exhibit A of this document.

It is the intent of WRTA to award a lease of the retail space for a three-year period with options for years four and five. The previous tenants operated a breakfast/ lunch establishment. Average current market rate for commercial/retail space near Federal Station is approximately $16.00 per square foot annually.

Utilities to be included in the lease are electricity, water, heat, and air conditioning. Tenants will have access to the trash dumpster located on the property for only the trash produced from the leased space. Other utilities will be the responsibility of the tenant. Tenant is responsible for the cleaning of leased space. Public restrooms for tenants and tenant’s patrons are located in the Public Lobby area.

Lessee may make non-structural interior alterations or improvements to the premises with WRTA's review and approval, deemed appropriate in connection with the requirements of its business provided that such alterations or improvements shall not reduce or impair the value of the premises. Tenants shall not make any structural or exterior alterations of any nature. The contract established as a result of this RFP shall contain an exit clause stating that in the event of a major facility renovation, which would affect leased space, WRTA shall provide 120 days’ notice of intent to terminate lease. At the end of 120 days the lease agreement is terminated, any and all property on premises becomes property of WRTA.

Evaluation Criteria

WRTA staff will evaluate each respondent’s proposal based on the following criteria:

A. Experience operating a successful retail establishment - 20 points

B. Benefit of the proposed business to transit customers - 20 points

C. Amount of revenue provided to WRTA - 20 points

Scoring Values

1. Sixty (60) points maximum available.

2. Zero represents the lowest score.

3. Sixty represents highest score.

Experience

A. Provide information on your background and experience, and of any partners in your firm. Feel free to attach resumes or bios if preferred.

B. Provide a listing of businesses owned and/or operated, including the dates of operation, the location, and a brief description of each business.

C. Identify the key partners and staff with a short description of their role in your operation.

D. Provide three (3 ) vendor references.

Benefit to Transit Customers/Business Concept

A. What is your vision for the retail space at the Passenger Transfer Center?

B. What types of products will you sell? What will be the range of prices?

C. How will your business benefit transit customers?

D. If you are planning to sell food, will you operate as a quick-service establishment, provide table service, or both?

E. If you are planning to operate a kitchen, how will you address purchasing and installing the required equipment?

F. What hours will you plan to operate your business?

G. Will you require any physical changes to retail space?

Revenue to WRTA/Financial Proposal

A. Proposed rate that you would be willing to pay for rent (monthly) year 1

B. Proposed rate that you would be willing to pay for rent (monthly) year 2

C. Proposed rate that you would be willing to pay for rent (monthly) year 3

D. Proposed rate that you would be willing to pay for rent (monthly) year 4

E. Proposed rate that you would be willing to pay for rent (monthly) year 5

Exhibit A: Site Plans

6. Proposal Requirements

6.1. Proposals

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

6.2. Technical Proposals

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

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

A. A technical description of how the proposed plan meets or exceeds the stated specifications and the proposed revenue stated in the cost proposal

B. A detailed schedule of implementation, and start up of proposed business.

C. Past experience pertaining to the proposal and proof of business success.

D. Detailed report of financial capabilities to provide proof of ability ensure revenue payments for the duration of the contract.

6.3. Questions

Potential Proposers are invited to submit questions related to this proposal through the OpenGov portal before 11:00 am on Friday, January 2, 2026. Questions shall pertain to this RFP, the Scope of Services, or the proposal.

6.4. Proposal Evaluation and Award Procedure

WRTA staff will evaluate all responses that fulfill the requirements of the RFP. WRTA reserves the right to award to a Proposing firm other than that of the lowest Price Proposal. This RFP may result in awards being made to none of the proposing firms.

A. An evaluation committee established by WRTA will assess the proposals received by WRTA.

B. Each committee member is instructed to keep the contents of proposals and committee proceedings confidential.

C. Upon receipt of proposals, the copies are distributed to committee members, together with scoring sheets, which include the evaluation criteria, and the weight assigned to each.

D. Following review of the proposals, each committee member completes the scoring sheets.

E. The committee then meets and reviews initial scoring with an opportunity for members to revise their original assessments. After discussion among committee members, those proposals which are considered to be in the competitive range are identified for further evaluation. The committee may elect to award a Bidder without further discussion or may determine that no proposal meets the needs of WRTA.

F. If the committee decides, the Bidders identified for further consideration may be interviewed by the committee.

G. Should the committee recommend a Proposal for award, the contract will be presented to the

Chief Executive Officer(CEO) for their approval. If the CEO rejects the recommendation, all proposals will be rejected, and a new RFP process will be initiated.

H. During the evaluation process, negotiation, and selection process committee members may not disclose information from one Bidder to another Bidder. Except for the identity and background of the successful Proposal and the contract price, all information provided by Bidder remains confidential after the conclusion of the procurement process, to the extent possible by law.

I. Award will be made to the Bidder whose final offer is the most advantageous to WRTA, after evaluation in accordance with the criteria set forth below. In any event, WRTA reserves the right to accept anything other than the lowest cost proposal, reject any and all proposals, or to negotiate separately with any source whatsoever in any manner necessary to serve the best interest of WRTA.

6.5. Instructions for Proposal Preparation

A. Response to this RFP shall be made in strict conformance with the following requirements.

Failure to conform therewith may be cause for rejecting the proposal submitted. WRTA reserves the right to waive minor discrepancies at its sole discretion. WRTA also reserves the right to reject all proposals, or to award to a contract without discussion with Bidders.

B. In the RFP, WRTA seeks solid information about the Bidder’s capacity to provide the service

(among other things) that WRTA requires. Lengthy discussions are not desired, nor are bulky displays of irrelevant information.

C. Transmittal letter to identify the firms participating in the proposal, state clearly the contractual relationship between them and provide the name, address, email, and telephone number of the person that will represent the Bidders in negotiating with WRTA. The function of any proposed subconsultant must be clearly stated in order to be considered for the project.

6.6. Additional Considerations

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

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

1. Preparing Proposal in response to this RFP

2. Submitting Proposal to WRTA

3. Negotiating with WRTA on any matter related to Proposal

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

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

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

RFP or any Contract resulting from this procurement.

7. Federal Transit Administration Required Provisions

7.1. No Federal Government Obligations To Third Parties

A. WRTA and Contractor acknowledge and agree that, notwithstanding any concurrence by the

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

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

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

A. The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of

1986, as amended, 31 U.S.C. §3801 et seq. and U.S. DOT regulations, "Program Fraud Civil

Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying Contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying Contract or the FTA assisted project for which this Contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate.

B. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

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

7.3. Access to Third Party Contract Records and Reports

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

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

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

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

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

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

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

CFR 18.39(i) (11).

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

7.4. Changes to Federal Requirements

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

Contract.

7.5. Termination of Contract

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

WRTA directs.

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

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

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

C. Opportunity to Cure – WRTA in its sole discretion may, in the case of a termination for breach or default, allow the contractor up to ten (10) calendar days in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions.

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

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

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

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

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

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

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

1. If after termination for failure to fulfill contract obligations, it is determined that the contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for WRTA’s convenience.

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

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

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

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

I. Termination for Convenience of Default (Architectural and Engineering contracts) - WRTA may terminate this contract in whole or in part, for WRTA’s convenience or because of the failure of the contractor to fulfill the contract obligations. WRTA shall terminate by delivering to the contractor a Notice of Termination specifying the nature, extent, and effective date of termination. Upon receipt of the notice, the contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to WRTA all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for the convenience of WRTA, WRTA shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the contractor to fulfill the contract obligations, WRTA may complete the work by contract or otherwise and the contractor shall be liable for any additional costs incurred by WRTA. If, after termination for failure to fulfill contract obligations, it is determined that the contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of WRTA.

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

7.6. Civil Rights Compliance

A. Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. §

2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section

202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at

49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

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

1. Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S.

Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance

Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to

Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff, or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

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

FTA may issue.

3. Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to

Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29

C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the

Contractor agrees to comply with any implementing requirements FTA may issue.

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

7.7. Compliance with Regulations

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

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

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

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

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

7.9. Information and Reports

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

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

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

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

7.10. Sanctions for Noncomplaince

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

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

7.11. Incorporations of FTA Provisions

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

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

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

7.12. Disadvantage Business Enterprise

A. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial

Assistance Programs. WRTA’s overall goal and project goal for DBE participation can be found in the Vendor Requirements section.

B. The Contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. The Contractor shall carry out applicable requirements of 49 CFR

Part 26 in the award and administration of this DOT-assisted contracts. Failure by the

Contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as WRTA deems appropriate. Each subcontract the Contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)).

C. Contractors must pay subcontractors for satisfactory performance of their contracts no later than 15 days following the receipt of each payment made by WRTA to the prime contractor. This includes the prompt return of retainage payments from the prime contractor to the subcontractor within 15 days after the subcontractor’s work is satisfactorily completed. WRTA may apply appropriate penalties for failure to comply with these terms and conditions. Any delay or postponement of payment among parties may take place only for good cause, and only with the prior written permission of WRTA. Contractors must include in their subcontract’s language providing the appropriate alternative dispute resolution mechanisms to resolve payment disputes. Prime contractors will not be reimbursed for work performed by subcontractors unless and until the prime contractor ensures that the subcontractors are promptly paid for the work they have performed.

D. The Contractor must promptly notify WRTA’s Office of Contract Compliance whenever a DBE

Subcontractor performing work related to this Contract is terminated or fails to complete its work and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The Contractor may not terminate any DBE Subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of the WRTA’s Office of Contract Compliance.

E. Thus, a supplier of materials which will become an integral part of the construction is a

"subcontractor" if the supplier fabricates or assembles the goods or materials in question specifically for the construction project and the work involved may be said to be construction activity. If the goods or materials in question are ordinarily sold to other customers from regular inventory, the supplier is not a "subcontractor." The requirements of this section do not apply to contracts or subcontracts for the purchase of supplies, materials, or articles normally available on the open market.

F. That no contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

G. That in the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section.

H. Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses set forth in this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in this section.

7.13. Notice to Third Party Participants

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

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

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

Underlying Agreement; and

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

7.14. Prohibited Interest

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

B. No member, officer, or employee of the Public Body or of a local public body during his tenure or one year thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof.

7.15. Government-Wide Debarment and Suspension

The Contractor shall comply and facilitate compliance with U.S. DOT regulations, “Nonprocurement

Suspension and Debarment,” 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of

Management and Budget (U.S. OMB) “Guidelines to Agencies on Governmentwide Debarment and

Suspension (Nonprocurement),” 2 C.F.R. part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be:

1. Debarred from participation in any federally assisted Award;

2. Suspended from participation in any federally assisted Award;

3. Proposed for debarment from participation in any federally assisted Award;

4. Declared ineligible to participate in any federally assisted Award;

5. Voluntarily excluded from participation in any federally assisted Award; or

6. Disqualified from participation in ay federally assisted Award.

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