Request_For_Proposal_-_Legal_Services.pdf

REQUEST FOR PROPOSAL

RFP2025-8

REQUEST FOR PROPOSAL - LEGAL SERVICES

Western Reserve Transit Authority

604 Mahoning Ave

Youngstown, OH 44502

RELEASE DATE: July 28, 2025

DEADLINE FOR QUESTIONS: August 11, 2025

RESPONSE DEADLINE: August 29, 2025, 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 - Legal Services

1. Project Notice

2. Introduction

3. General Information

4. Proposal Requirements

5. General Instructions to Bidders

6. Scope of Services

7. Federal Transit Administration Required Provisions

8. Required Information

9. Pricing Proposal

10. Evaluation Phases Legal Services

Request For Proposal #RFP2025-8 Title: Request For Proposal - Legal Services

1. Project Notice

1.1. Legal Notice

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

Proposals for Legal Services

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. This

Request for Proposal will be released to the public on July 28th, 2025. Proposals must be submitted using

WRTA’s OpenGov portal in accordance with requirements set forth within the bidding documents. Submissions due on or before 11:00 AM, Friday August 29th.,2025. There will be a public bid opening conducted at WRTA's boardroom on Friday August 29th. 2025 @ 11:00 AM. Results will be posted on the WRTA OpenGov procurement portal following the bid opening. All vendors submitting a bid proposal will receive an email with the opening results.

In connection with the carrying out of this project, the Consultant shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, national origin, or handicap. It is the policy of WRTA to ensure that Disadvantaged Business Enterprises, as identified in 49

CFR Part 26, have an equal opportunity to receive and participate in Department of Transportation

(DOT)-assisted contracts. WRTA’s current overall goal proposes that 1.35% of contracts will be awarded to certified DBE firms that are available, willing, and able.

The Western Reserve Transit Authority reserves the right to reject any and/or all proposals, to readvertise 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.

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

2. Introduction

2.1. Summary

Western Reserve Transit Authority (WRTA) is seeking proposals for the purchase of Legal Services in accordance with specifications, terms, and conditions as described within this solicitation. This request for proposal (RFP) is created for the purpose of obtaining proposals for a contract from qualified firms for the purchase of Legal Services, in accordance with the specifications, terms, and conditions set forth in this RFP.

2.2. Background

Western Reserve Transit Authority (WRTA) is the public transportation provider in Mahoning County, Ohio. WRTA employs approximately 130 team members in operations, customer service, maintenance, and administrative staff. WRTA enhances the quality of life for our community by providing innovative transportation solutions that are safe, dependable, cost-effective and customer focused, now and into the future. WRTA currently services Mahoning and Trumbull Counties with a variety of fixed route and demand-response services. The bulk of WRTA’s service consists of 27 fixed routes, most of which originate from the Federal Station Transit Center, located in downtown Youngstown. WRTA also provides extensive door-to-door demand response services to the elderly and disabled throughout the county. WRTA has a fleet of 74 transit buses of various sizes. WRTA’s offices are located at 604

Mahoning Avenue, Youngstown, Ohio. This location houses the Maintenance Garages and

Administrative Staff and is the location where the buses are stored and serviced. WRTA also has the

Federal Station Transit Center which is where our customer service center is located. The Chief Financial

Officer serves as the Secretary-Treasurer of WRTA and directly reports to WRTA’s Board of

Trustees. The Chief Executive Officer has several positions that report to him. They are as follows:

Chief Financial Officer

Director of Maintenance/ Procurement

Director of Transportation

Director of Human Resources

2.3. Contact Information

Jeff Siwiec

Director of Maintenance

604 Mahoning Ave.

Youngstown, OH 44502

Email: jsiwiec@wrtaonline.com

Phone: (330) 941-5762 mailto:jsiwiec@wrtaonline.com tel:(330)941-5762

Department:

Procurement

Department Head:

Jeff Siwiec

Director

2.4. Timeline

Release Project Date July 28, 2025

Question Submission Deadline August 11, 2025, 10:00am

Question Response Deadline August 18, 2025, 2:30pm

Proposal Submission Deadline August 29, 2025, 11:00am

Contractors Selection Date September 25, 2025

3. General Information

3.1. Overview of Western Reserve Transit Authority

WRTA has been providing daily service Monday–Saturday in Mahoning County for 50 years and has added, Monday–Friday in Warren, Trumbull County . WRTA currently serves Mahoning and Warren

Trumbull county with fixed route service. 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 operates four (4) suburban loop routes. 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.

3.2. Purpose

The Western Reserve Transit Authority seeks to establish a contract in accordance with the specifications, terms and conditions set forth within this Request for Proposal (RFP)

4. Proposal Requirements

4.1. Proposals

Proposals 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. WRTA is not responsible for any inconsistency in internet speeds or availability. It is the proposers responsibility to ensure the bid is submitted by the required time and date.

4.2. Technical Proposals

For bidder(s) to be considered responsive to the bid they must provide the following items:

1.Contact information to include the firm participating in the proposal to state clearly the contractual relationship between them and provide the name, address and telephone number of the person that will represent the Proposer in negotiating with WRTA. The function of the proposed subconsultant must be clearly stated in order to be considered for the project.

2.Firm Qualifications/ References;

In these sections, WRTA seeks information regarding the company’s capabilities and experience. All of these requirements must be met; therefore, they are not listed in any particular order of importance. The contents of these sections should include at a minimum:

A brief history of the firm’s experience in dealing with labor, leases, contracts, correspondences, Board resolutions, real estate, Board of Trustee issues and other legal matters.

A. Provide a statement listing the name, address, and telephone number of responsible customers’ representatives for three (3) present clients comparable in type and quantity to this solicitation.

B. Established procedures for the development and updating of WRTA staff on legal issues.

C. Insurance: Firm must be able to provide Certificate of Insurance for both liability, errors and omissions in the aggregate of $1,000,000.00.

3. Cost Proposal

A. A price per hour as specified in the cost proposal.

B. Any incidental cost, such as copying fees, steno fees, filing fees, transfers and delivery fees will be paid on a case-by-case basis.

C. A detailed breakdown of firm employees per hour cost should be uploaded to the cost proposal section.

All prices shall be shown in United States dollars. The price offered for each employee shall be full service price, including all premiums, material costs, overhead charges of every kind and nature.

4.3. Questions

Potential Proposers are invited to submit questions related to this proposal through the OpenGov portal before 10:00 am on Monday, August 11, 2025. Questions pertaining to this RFP, the Scope of Services, or the proposal, must be submitted through the OpenGov portal for a response to be issued. Any questions submitted through any other process will not receive a response.

4.4. 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 highest evaluation score or lowest price proposal.

This RFP may result in awards being made to none, one or multiple 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 contract without further discussion or may determine that no proposal meets the needs of WRTA.

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

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

Board of Trustees for their approval. The Board of Trustees can either award or reject the contract, based upon the price and terms negotiated. If the Board of Trustees 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 about one proposer to another proposer. Except for the identity the successful proposer , all information provided by proposer remains confidential after the conclusion of the procurement process, to the extent possible by law.

I. Award will be made to the proposer(s) 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.

4.5. 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 the proposer.

B. In the RFP, WRTA seeks solid information about the proposers' capacity to provide the service

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

C. Include 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 proposer in negotiating with WRTA. The function of any proposed subconsultant must be clearly stated in order to be considered for the project.

4.6. Proposal Evaluation and Award Procedure

The Evaluation Committee will evaluate all written responses that fulfill the requirements of the RFP.

This is a competitive procurement reflective of the evaluation for each proposal. WRTA reserves the right to award to a Proposing firm other than that of the lowest Price Proposal. Evaluation of Proposals will be based on the criteria shown in Evaluation Phase of this proposal. WRTA reserves the right to the possibility of awarding more than one vendor for this contract.

4.7. 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.

5. General Instructions to Bidders

5.1. 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.

5.2. Request for Approved Equals

Proposers should note that all brand names in the Technical Specifications are meant for informational purposes only and an approved equal is always an acceptable substitute for any brand name mentioned.

Bidders may submit to WRTA requests for approved equals provided that such requests for approved equals are:

A. Submitted as a question on the Opengov portal. All requests must be received by WRTA no later than the solicitation question deadline; and

B. Provide evidence such as technical data, test results, or other pertinent information that demonstrates that the substitute offered is equal to or better than the specification requirement. A link may be pasted in the question submittal area to assist with defining specific product information.

C. Additional information may be requested as needed.

5.3. Questions

Questions must be submitted using the Question & Answer tab on the OpenGov portal prior to the solicitation question submittal deadline. Any questions submitted through any other process will not receive a response.

5.4. Price Proposal

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

5.5. Proposers Responsibility

Each proposer shall familiarize themselves with all solicitation documents including attached documents and forms, the proposer will be held responsible to comply fully therewith.

5.6. Opening of Bids

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

5.7. 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 proposer 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 proposals have been publicly opened for a period of ninety (90) days thereafter.

5.8. 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.

5.9. Proposal Protests

It is the policy of the WRTA to prepare specifications for invitation for proposals 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 proposals.

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 later than (1) three days before the scheduled proposal due date, (2) three days after the proposal 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.

5.10. 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 proposal (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 proposal.

Each proposal 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 proposer agrees that the proposal will be valid for at least a ninety (90) day period from the date the proposal are opened.

5.11. 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.

5.12. 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.

5.13. 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 proposer/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.

5.14. Pre-award Inspections

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

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.

5.15. Taxes

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

5.16. Subcontractor Utilization Requirements

A percentage 1.35% of the total contract amount, shall be subcontracted to DBE's who have been certified under the Ohio Department of Transportation Unified Certification Program. All Contractors are responsible for making a good faith effort in meeting these goals and must document efforts accordingly.

5.17. Disadvantage Business Enterprise Requirements

WRTA's overall goal for DBE participation is 1.35%. The DBE goal for this project is 1.35% of the total contract amount. DBEs shall be certified under the Ohio Department of Transportation Unified

Certification Program. All Contractors are responsible for making a good faith effort in meeting these goals and must document efforts accordingly.

6. Scope of Services

6.1. Scope Of Legal Services

The selected Firm(s) shall be able to provide a broad scope of legal services. Legal counsel to WRTA shall provide, at the request of the Chief Executive Officer, Chief Financial Officer and/or the Board of

Directors’ President, in-depth, comprehensive advice, written and oral opinions, legal review, litigation, court representation, administrative agency representation, and general legal counsel on a broad range of topics. General legal counseling services shall include developing, negotiating and enforcing legal documents that protect WRTA’s interests and ensure ongoing stability.

Any items omitted from this specification which are clearly necessary for the successful completion of the required services shall be considered a portion of the services although not directly named in these specifications.

WRTA is seeking legal services for both General Counsel and Labor and Employment Services. WRTA reserves the right to award multiple contracts based on its evaluation process.

WRTA expects reasonable phone response times when attempting to contact attorneys and/or staff of the legal firm. On occasion, it may be necessary to have certain legal staff available for immediate consultation, either in person or by phone. WRTA will attempt to give advanced warning when such situations are anticipated; the firm is expected to provide the required immediate access to legal staff under such circumstances.

WRTA is seeking a contract for a base of three (3) years, with options for two (2) additional years.

Should more than one firm be selected to provide services, it is expected that the firms will cooperate in the best overall legal and economic interest of WRTA and as WRTA may direct, where there is an issue which requires coordination, consultation, or confirmation between the firms.

General Counsel Requirements

General Corporate- Operational issues based upon the existing body of general and transit-specific federal and state laws including grants-in-aid programs, the body of agency-related regulations supporting such laws, and WRTA enabling legislation; legal issues arising out of the general business activities of WRTA, including but not limited to commercial contracts; property development, construction and related matters; environmental regulatory compliance; litigation and transactional matters; other general issues involving corporate structure, governance, insurance coverage issues, Board members, vehicle and personal property leasing, public meetings, by-laws, advising and educating staff/Board on any laws or legal updates that pertain to transit, errors and omissions, electronic media issues, Federal and State grants, etc. Attendance at monthly and certain other Board meetings may be required. This area of practice, by its very nature, demands a broad range of legal skills and resources.

Labor and Employment Requirements

Labor and Employment legal services include a variety of topics. Employment policies are administered by WRTA’s Human Resources Department; upon review of legal counsel. Some of the topics that legal opinions may be sought include, but are not limited to the following:

A. Workers Compensation: Includes coordination with WRTA staff and third-party administrator, to mitigate and defend contested claims.

B. Unemployment Compensation: Includes representation at various levels of appeals.

C. Discrimination: Includes the investigation of claims, correspondence with governmental agencies, representation in hearings, resolution of disputes.

D. Sexual Harassment: Includes investigation of claims, investigative conferences, hearings, and resolution of complaints.

E. Collective Bargaining: Includes development of strategies, development of contractual language, resolution of disputes, advice and counsel pertaining to legal issues. Attend and lead negotiating team at negotiation sessions. WRTA currently has three (3) Bargaining Agreements (typically negotiated every 3 years): The Amalgamated Transit Union Local 277, Bus Operators, expires

November 30, 2026, Teamsters Local 377, Mechanics, expires September 30, 2027; Teamsters

Local 377, Service, expires May 31, 2028.

F. Grievances: Includes identification of issues, development of responses.

G. Labor Arbitrations: Includes representation before arbitrators, negotiation of issues and resolutions, etc.

H. Labor Law: Includes local, state, and federal laws and regulations.

I. Wages and Benefits: Includes advice and counsel on existing and future wages and benefits at

WRTA and identification and definition of issues.

J. Advice on contracts: Includes legal requirements pertaining to labor issues

K. Other very important areas: Includes areas such as Drug Free Workplace, FTA Drug and Alcohol

Program, DBE, SERB, ADA, FMLA, and CDL.

L. ULP/EEO/OCR: Includes providing counsel and representation for labor and employment-related matters up to and including appearances before SERB, the Ohio Department of Civil Rights, state and federal courts or other administrative agencies

General Proposal Requirements

Billing Format/Requirements

The format of monthly billings to WRTA shall be acceptable to WRTA for its accounting and other needs.

Sufficient detail shall be supplied on the monthly billing to allow WRTA to determine what work was done, by whom, when, and the number of hours consumed. Bills shall contain a summary which allows quick analysis of matters on which legal effort was expended.

WRTA shall have access, upon reasonable notice, to time sheets and data processing records related to persons charging time to WRTA account. Data and documents evidencing disbursements billed to WRTA shall also be made available upon request.

The firm will be responsible for sanctions, fines, interest and any other additional costs imposed by

Court Rule or the court in which a matter is pending, which results from negligence, mismanagement and/or delays that are not directly attributable to WRTA’s employees or agents.

Costs typically described as overhead and other costs of doing business do not constitute allowable billing to WRTA. Charges not allowed include local parking, mileage for local travel within 75 miles of

Youngstown, and subscription fees. Non-local travel is payable for actual mileage not to exceed the

Federal Government allowance rate or airfare at the coach rate, as applicable. WRTA will reimburse actual costs only if the proposal includes an itemized list of any reimbursable charges and billable fees associated with such items. All direct charges, including but not limited to, court reporters, extraordinary copying, filing fees, or secretarial overtime shall be billed at actual cost. Any item not included in the proposal will not be considered for future billing. Proposals must contain all associated fees and include consumables.

Since the proposed agreement contemplates contracting with experienced, capable lawyers, interoffice meetings between attorneys in the same firm may not be billed. All billable legal research must be accompanied by a copy of the research or written summary of results furnished to WRTA.

Other Requirements/Conditions

The firm shall be responsible for determining the appropriate mix of assignments between various levels of staff available. However, WRTA reserves the right to discuss allocation concerns and have modifications made upon mutual agreement.

The firm shall designate, in its response to this RFP, a partner to serve as the primary contact with

WRTA, to coordinate all dealings between the parties. Such a principal and his/her background will be a major factor in determining the technical qualifications of the firm.

A detailed description of experience with public transportation laws and regulations for the areas in which the proposer wishes to represent WRTA must be included as a part of any submission.

The firm must be able to multi-task on a variety of assignments while maintaining simultaneous deadlines. Assignments need to be completed in an expeditious and uninterrupted manner. Status updates need to be provided on all assignments. The firm must be readily available for queries (in-person, phone and email), with responses provided in a reasonable and timely manner.

The firm should already be familiar with all Federal Transit Administration (FTA) Agreements, Circulars, Codes, Regulations, etc. in addition to State of Ohio labor and employment law. The firm is expected to advise and educate WRTA on any new laws that come about.

WRTA expects reasonable phone response times when attempting to contact attorneys and / or staff of the legal firm. On occasion, it may be necessary to have certain legal staff available for immediate consultation, either in person or by phone.

The firm is expected to do the following:

A. assist staff in drafting, reviewing or modifying policies and procedures, templates, and other related documents

B. assist staff in resolving solicitation or award protests arising from routine procurements

C. assist staff in drafting, reviewing, modifying and negotiating various contract types, change orders and amendments, including but not limited to: public utilities, professional services, trade goods and/or services, memorandums of understanding (MOU’s), etc

D. assist staff in resolving conflicts and disagreements with unions, personnel, contractors, subcontractors, vendors, and the general public as needed

E. assist staff on matters involving compliance with the Americans with Disabilities Act (ADA);

F. assist staff on matters involving compliance with federal and state Civil Rights law, Disadvantaged Business Enterprises (DBE) and other small business participation regulations

G. assist staff in reviewing, drafting or modifying documents regarding real property purchases, easements, leases and management of the disposition of assets

Upon submission, proposals and other materials submitted may become subject to Freedom of

Information Act (FOIA). WRTA may deny access to the public to those records or portions of records which are:

A. trade secrets or are maintained for the regulation of commercial enterprise which if disclosed would cause substantial injury to the competitive position of the subject enterprise.

B. specifically exempted from disclosure by state or federal law

C. are otherwise exempted under FOIA

Proposers should mark “confidential” only those portions of their proposals which they believe are not required to be disclosed under FOIL (if any). WRTA, however, is obligated to disclose certain information consistent with the requirements of FOIL, notwithstanding any such markings by the proposers.

Status Meetings

At a mutually agreeable frequency, the retained firm shall meet with appropriate WRTA staff to review the status of various legal issues billed during the quarter. One of the purposes of this meeting will be to determine whether particular legal activities should be pursued, discontinued, or otherwise modified.

The legal firm will also have its opportunity to discuss other issues which may be of concern to WRTA, and vice versa. Meetings can either be in person or via conference call.

Authorization for Legal Services

As a publicly funded entity, WRTA has an obligation to expend its resources prudently and only as reasonable and necessary, including expenditures for legal services. It is expected that the firm retained will be cognizant of this objective and will inform WRTA if, in its view, a request from WRTA could be more economically provided (with acceptable quality) by another source, whether from another professional or organization, or by WRTA staff itself.

WRTA’s Chief Executive Officer and Chief Financial Officer, Director of Transportation, Director of

Maintenance, Director of Human Resources and Board President, or other staff members, if approved by the Chief Executive Officer, shall be authorized to have the firm perform legal work on behalf of WRTA.

Unauthorized work is not considered billable.

It is also expected that the firm will notify WRTA if it should become aware of any laws or regulations

(proposed or actual) which could have significant impact on WRTA, to determine whether WRTA staff is already aware of such impact, and whether additional legal services, and/or actions by WRTA staff are required.

Technology

In order to ensure efficient communication between WRTA and the successful firm, the firm must be able to receive and send electronic mail including file attachments. WRTA utilizes Microsoft Exchange for email and Microsoft Office for its word processing and spreadsheets (Windows versions); it is expected that the legal firm uses those programs or something compatible when corresponding with

WRTA. Minimally, the provider should be able to receive Excel worksheets, Word documents, PowerPoint files and “PDF” files.

The attorney(s) selected to represent the Authority must, at a minimum, be admitted to practice in the

State of Ohio and the United States District Court.

Firms must submit the following with their proposals:

A. A brief description of the firm or practice including a description of the resources available to the attorneys that would be assigned to WRTA cases.

B. Detailed resumes of the attorneys who would be assigned to handle cases for WRTA. For practice areas involving litigation, the resumes must include a summary of prior trial experience including number of cases taken to verdict, and verdict success rates.

C. A statement of any potential conflicts of interest.

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.