RFP 2025-001 Financial Management Services.pdf

Financial Management Services RFP Released: April 9, 2025

Proposals Due: May 13, 2025

Financial Management Services RFP

REQUEST FOR PROPOSALS 2025-001

FINANCIAL MANAGEMENT SERVICES

Issue Date: April 9, 2025

Question Deadline: April 22, 2025, by 12:00 PM EST

Proposal Deadline: May 13, 2025, by 3:00 PM EST

Procurement Contact:

Melanie Piana, Program Director

Phone: (248) 809-0351 E-Mail: mpiana@rtamichigan.org

DESCRIPTION

The Regional Transit Authority of Southeast Michigan (RTA) invites proposals from qualified firms to provide Financial Management Services, functioning as the RTA's contracted Accounting Department. The term of the resulting contract will be from October 1, 2025, to September 30, 2027, with up to three (3) one-year renewal options.

SUBMISSION INSTRUCTIONS

• Proposals must be submitted via BidNet Direct by the deadline indicated above.

• Price-related information must be submitted separately from the technical proposal.

• Questions must be submitted in writing to Melanie Piana via email by the specified deadline.

• Late submissions will not be considered.

mailto:mpiana@rtamichigan.org

1. Overview

The RTA seeks proposals from qualified firms to provide Financial Management Services, effectively serving as the RTA's contracted Accounting Department. The selected contractor will support the RTA's financial operations, ensure compliance with Government Finance Officers Association (GFOA) standards and Federal Transit Administration (FTA) requirements, and drive process improvements.

The contract term will be from October 1, 2025, to September 30, 2027, with up to three

(3) one-year renewal options. The contractor will be responsible for providing all personnel, equipment, and supplies necessary to perform the required tasks to the satisfaction of the RTA. This contract aims to strengthen strategic financial oversight, address current operational challenges, and enhance the RTA's financial processes to meet current and future needs.

2. Financial Context

• Estimated Monthly Transactions:

o FY2024: 1,252 transactions with 3,496 lines.

o FY2025 (through February): 1,636 transactions with 4,145 lines.

o Projected FY2025 (full year): Approximately 4,900 transactions.

• Fiscal Year: October 1 – September 30.

• Budget Cycle:

o MDOT Annual Budget Application: December – February.

o RTA Department Budget Development: March – June.

o RTA Board Presentation: July.

o RTA Board Public Hearing: August.

o RTA Board Adoption: September.

• Financial and Single Audit Cycle: Conducted annually.

• FTA Triennial Review: Conducted every three years; next review in 2029.

3. Objectives

• Establish a qualified Chief Financial Officer (CFO)-led team with FTA and transit finance experience.

• Ensure seamless integration with the RTA’s current financial systems (QuickBooks Online, Bill.com, and the Bill.com Spend and Expense P-Card program) while facilitating a long-term evolution to a more robust Enterprise Resource Solution (ERP) solution.

• Transition the RTA from its current fragmented financial systems into a cohesive, efficient financial management framework.

• Proactively manage and oversee all aspects of financial operations, audits, compliance, and grant administration.

4. Preferred Qualifications

• Extensive experience providing CFO-level financial management services, preferably in a public transit or governmental environment.

• Expertise in US DOT FTA compliance, grant administration, and audits.

• Experience within MDOT Accounting systems (Local Bus Operating Funds)

• Knowledge of GFOA standards and best practices.

• Successful implementation and integration of financial systems, including

QuickBooks and Bill.com, with a track record of transitioning clients to more advanced ERP solutions.

• Strong references from similar engagements

5. Scope of Services

The Contractor shall provide comprehensive financial management services, including but not limited to:

A. Task 1 - CFO-Led Accounting and Financial Reporting

• Leadership & Oversight:

o Designate a qualified CFO to lead and manage the RTA's financial operations as an Owner's Rep, with an estimated commitment of 16 hours per week maximum.

o Provide strategic financial thought leadership and guidance, acting as an advisor to the RTA Board and executive leadership.

o Act as CFO at monthly board meetings and presentation of financial statements.

• Accounting Operations:

o Perform monthly reconciliations of bank accounts, P-Card accounts, and general ledger accounts.

o Post journal entries to the general ledger and maintain accurate financial records.

o Manage accounts payable and vendor payments, ensuring accuracy and resolving issues as needed.

o Maintain the fixed assets schedule and calculate depreciation.

o Oversee financial reporting and compliance related to the RTA’s retirement program.

o Oversee payroll-related tasks, including 401(a) and 457 remittance payments.

o Provide support and responses related to union matters.

• Financial Reporting o Prepare financial statements, including budget vs. actual analysis, for public presentation to the RTA Board.

o Maintain restricted grant tracking to ensure accurate reporting of releases and expenditures.

o Support the implementation and adherence to financial policies while updating documentation to reflect best practices, compliance requirements, and system capabilities. Participate in the approval process as needed.

o Provide budget vs. actual analysis at both the budget and sub-budget levels as required.

o Deliver monthly cash flow reports.

B. Task 2 - Compliance, Risk Management, and Audit Coordination

• Coordinate and oversee all financial audits, which are conducted by outside firms (including government organizations or contractors, depending on the audit type). These audits include:

o Annual financial statement audit.

o Single audit of federal grants.

o Financial compliance portion of the FTA Triennial Review.

• Prepare all necessary supporting schedules and documentation for audits and reviews.

• Track and manage the financial impact of insurance claims and support insurance renewals.

C. Task 3 - Grant Administration and Financial Planning

• Grant Management:

o Monitor compliance with federal, state, and local grant requirements, ensuring timely submission of reports and certifications.

o Oversee all aspects of grant administration, including tracking grant spending, preparing drawdown requests, and maintaining compliance with grantor requirements.

o Provide recommendations on optimizing grant usage and aligning expenditures with strategic priorities.

• Budget Leadership:

o Lead the development, coordination, and presentation of the annual budget process.

o Provide forecasting, cash flow analysis, reserve analysis, and long-range financial planning support.

o Develop and maintain the Capital Improvement Plan (CIP), including tracking project costs and identifying funding sources.

D. Task 4 – ERP Transition and Integration Support

• Assess the RTA’s current financial systems (QuickBooks Online, Bill.com, and the

Bill.com Spend and Expense P-Card program) and recommend transitioning to a more robust ERP solution.

• Assist in evaluating and selecting an ERP system, ensuring alignment with RTA’s operational and financial needs.

• Support the procurement process by evaluating potential ERP vendors and solutions.

• Ensure a seamless transition to the new ERP while maintaining continuity with RTA’s existing financial processes and improving internal workflows.

• The ERP provider will conduct primary system training; however, the financial management firm will be responsible for training staff on new internal financial processes and workflows and providing supporting documentation.

E. Task 5 - Advisory Services and Process Improvements

• Identify opportunities to streamline and enhance the RTA’s financial operations.

• Develop a roadmap for evolving the RTA’s financial systems and processes, including transitioning to an ERP solution.

• Offer ongoing recommendations for improving internal controls, risk management, and financial governance.

6. Performance Standards

• Monthly financial statements must be delivered by Thursday before the next RTA Board meeting in the following week (usually the Third Thursday of the month).

• All audit schedules and documentation must be submitted in a timely manner to ensure smooth audit processes.

• Compliance and reporting for grants must be 100% accurate and submitted on time.

• Transition plans for system improvements must include clear milestones and timelines, with minimal disruption to current operations.

7. Deliverables

• Monthly financial statements and budget-to-actual reports.

• Audit schedules and supporting documentation for all required audits.

• Grant drawdown requests and compliance reports.

• Annual budget documents and long-term financial plans.

• Lead the transition process for ERP evaluation, ensuring alignment with internal processes and workflows. While the selected ERP company will manage the system integration, training materials, and timeline, the financial firm will oversee the transition of internal processes, change management, and staff training related to the new ERP system.

• Quarterly performance reports summarizing activities, achievements, and recommendations for improvement.

8. Evaluation Criteria and Proposal Requirements

Criteria Points Description

Capacity and Resources 35

Demonstrated ability to allocate sufficient personnel, tools, and systems to meet RTA’s requirements. Includes evidence of managing similar contracts effectively and mitigating workload constraints.

Experience and Qualifications 25

Relevant experience of the firm and proposed team members (including CFO), with a focus on public transit or government finance.

Technical Approach 20 Quality and feasibility of the proposed work plan, methodology, and understanding of RTA’s needs.

Price Proposal 20 Total proposed price

9. Proposal Requirements

• An organizational overview, including team qualifications and resumes of key personnel.

• A detailed work plan describing how the contractor will fulfill the scope of work.

• Examples of similar engagements, including references.

• All required forms completed and signed.

• A separately sealed price proposal with a breakdown of fees by task.

10. Fixed Fee for Services

Provide a fixed price for the first two years of the contract:

Task # Monthly Fixed Fee Annual Fixed Fee

Task 1 $ $

Task 2 $ $

Task 3 $ $

Task 4 $ $

Task 5 $ $

Grand Total (Year 1): $

Fixed Fees for all renewal periods will be adjusted annually based on the percentage change in the CPI-U for the preceding 12 months, not to exceed 5% per year. For example: If the CPI-U increases by 3% in the preceding 12 months, a Monthly Fixed Fee of $10,000 would be adjusted to $10,300 ($10,000 x 1.03) for the renewal period.

11. Optional Services

Detail any optional services or enhancements that could be provided outside the scope of the fixed-fee services. Preference is for optional services to be set up using a monthly fixed-fee structure.

Description Monthly Fixed Fee Annual Fixed Fee

[Insert Optional Service] $ $

[Insert Optional Service] $ $

[Insert Optional Service] $ $

Fees for optional services may be subject to CPI-U adjustments not-to-exceed 5% per renewal period.

12. Hourly Rates for Key Personnel

List hourly rates for key personnel to be used if additional services beyond the fixed-fee or optional services are required:

Role/Title Hourly Rate Notes (Optional)

(Specify Role) $

(Specify Role) $

(Specify Role) $

(Specify Role) $

(Specify Role) $

Hourly rates are only applicable for unanticipated services outside the fixed-fee or optional services scope. These rates are subject to CPI-U adjustments not to exceed 5% per renewal period.

A. PROPOSAL RESPONSE FORM

Proposer Name ____________________________________________

Name of Authorized Representative __________________________

Signature of Authorized Representative

Title

Address _____________________________________________

E-mail _____________________________________________

Phone _____________________________

B. REPRESENTATIONS AND CERTIFICATIONS FORM

A. REPRESENTATIONS

Proposers firm is: (check or complete all applicable boxes) an individual a partnership a non-profit organization a corporation, incorporated under the laws of the State of________________ a limited liability corporation (LLC) other, ___________________________

1. Covenants Against Gratuities:

Neither Proposer nor any of its employees, representatives or agents have offered or given gratuities or will offer or give gratuities (in the form of entertainment, gifts or otherwise) to any director, officer or employee of RTA with the view toward securing favorable treatment in the awarding, amending, or the making of any determination with respect to Proposer selection or the performance of the Contract.

The undersigned Proposer certifies that the foregoing is true.

Date Proposer

Authorized Representative

C. PROPOSAL RECEIPT of ADDENDA FORM

Addenda:

The undersigned acknowledges receipt of the following addenda to the document:

Addendum No. _________________________, Dated __________________

Addendum No. _________________________, Dated __________________

Addendum No. _________________________, Dated __________________

Failure to acknowledge receipt of all addenda may cause the bid to be considered non-responsive to the solicitation. Acknowledged receipt of each addendum must be clearly established and included with the offer.

The undersigned understands that any conditions stated above, clarifications made to above or information submitted on or with this form other than that requested, will render bid unresponsive.

Name of Individual, Partnership or Corporation

Address

Authorized Signature

Title

Date Phone

D.DEVIATION FORM

TO: Regional Transit Authority of Southeast Michigan 1001 Woodward Avenue, Suite 1400 Detroit, MI 48226

The following are identified deviations that we wish to bring to the attention of the RTA for this procurement.

List of Deviations from RFP, the Standard RTA Agreement and/or the insurance and bonding requirements:

Signed ___________________________________________________

Printed Name ___________________________

Title ________________________

Date __________________

E. AGREEMENT OF SERVICES FORM

TO: Regional Transit Authority of Southeast Michigan 1001 Woodward Avenue, Suite 1400 Detroit, MI 48226

The undersigned hereby agrees to furnish the services as listed below in accordance with the specifications on file with the RTA, which have been carefully examined and attached hereto.

Signed ___________________________________________________

Printed Name ___________________________

Title ________________________

Date Telephone _________________________

For (Company) _________________________________________________

Address

F. CERTIFICATE OF NON-COLLUSION FORM

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

A. That I am the Proposer or an officer or employee of the proposing corporation having authority to sign on its behalf (if the Proposer is a corporation);

B. That the attached proposal has been arrived at by the Proposer independently and have been submitted without collusion and without any agreement, understanding, or planned course of action with any other vendor of materials, supplies, equipment, or service described in the Request for Proposal, designed to limit independent proposals or competition;

C. That the contents of the proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or agent of the Proposer or its surety on any bond furnished with the Proposer, and will not be communicated to any such person prior to the official opening of the proposals; and, D. That I have fully informed myself regarding the accuracy of the statement made in this affidavit.

SIGNED_____________________________________________________________

FIRM NAME_______________________________________________________________

Subscribed and sworn to before me this__________ day of_____________, 20____

Notary Public

My commission expires___________________________________________________

Proposers E.I. Number____________________________________ (Number used on employer’s Quarterly Federal Tax Return)

H. AFFIRMATIVE ACTION PLAN CERTIFICATION FORM

The undersigned hereby certifies that the business is in compliance with all federal affirmative action requirements applicable to the business.

Signature _____________________________

Typed Name _____________________________

Company _____________________________

Title _____________________________

Date _____________________________

Request for Proposals 2 | P a g e

110794.000002 4880-6330-1742.1 1

H. RTA DISBARMENT FORM

[This is a reproduction of Appendix B of 22 CFR Part 513] 22 CFR Appendix B to Part 513 - Certification Regarding Debarment, Suspension, Ineligibility and

Voluntary Exclusion - Lower Tier Covered Transactions

Instructions for Certification

1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below.

2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government the department or Board with which this transaction originated may pursue available remedies, including suspension and/or debarment.

3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.

4. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.

5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or Board with which this transaction originated.

6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the List of Parties Excluded from Federal Procurement and Nonprocurement Programs.

8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or Board with which this transaction originated may pursue available remedies, including suspension and/or debarment.

110794.000002 4880-6330-1742.1 2

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions

(1) The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

(2) Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

[60 FR 33042, 33045, June 26, 1995]

Signed ___________________________________________________

Printed Name ___________________________

110794.000002 4880-6330-1742.1 1

I. CERTIFICATION REGARDING LOBBYING FORM

Certification for Contracts, Grants, Loans, and Cooperative Agreements The signee certifies, to the best of its knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the signee, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq.)]

3. The signee shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

[Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.]

The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any.

Signed ___________________________________________________

Printed Name ___________________________

RTA SAMPLE AGREEMENT OF SERVICES

SAMPLE AGREEMENT OF SERVICES

REGIONAL TRANSIT AUTHORITY OF SOUTHEAST MICHIGAN

AGREEMENT FOR SERVICES

THIS AGREEMENT, made and entered into this ___ day of ________ 2023 (“Effective Date”) by and between _______________________________, (hereinafter, together with its assignees and successors in interest, called the "Contractor") and the REGIONAL TRANSIT AUTHORITY

OF SOUTHEAST MICHIGAN - a Michigan Regional Transit Authority; 1001 Woodward - Suite

1400, Detroit, Michigan 48226 (hereinafter called “RTA”). All terms and conditions of the prime contract 2017-0119, between the RTA and the Michigan Department of Transportation hereinafter referred to as the “DEPARTMENT,” are incorporated in this Agreement. In the event of a conflict between the terms and conditions of the subcontract and the prime contract, 2023-001, the prime contract prevails.

WITNESSETH:

WHEREAS, The RTA desires to engage the Contractor to render certain professional services hereafter described, in connection with an undertaking which is expected to be partially financed under: 49 U.S. Code §5339 – Bus and bus facilities formula grants, as amended; and pursuant to

Title 23, Chapter 1, Section 134, United States Code; with funds provided by the Federal Transit

Administration and the Michigan Department of Transportation; pursuant to the Federal Water

Pollution Control Act (33 USC 1251 as amended by the Clean Water Act of 1977 (Public Law 95-

217); pursuant to the Clean Air Act, as amended, 1977, (hereinafter referred to jointly or individually, as appropriate as the Grantor Agency(ies), as applicable.

NOW THEREFORE, the parties hereto, for the consideration hereinafter specified mutually agree as follows:

ARTICLE I. ASSISTANCE TO THE TRANSIT AUTHORITY

Section A. The RTA hereby agrees to engage the Contractor and the Contractor hereby agrees to perform the services hereinafter set forth in connection with the Work Plan of the RTA (See

ATTACHMENT I, APPENDIX A).

Section B. The Contractor shall perform all the necessary services provided under this Agreement in connection with and respecting the following area or areas, herein called the "Planning Area":

The Planning Area consists of the City of Detroit and the Counties of Oakland, Macomb, Washtenaw, and Wayne.

Section C. The Contractor shall do, perform, and carry out in a satisfactory and proper manner as determined by the RTA, the services detailed in Attachment I of this Agreement.

ARTICLE II. GENERAL

Section A. All studies, procedures and estimates made in connection with these services, are subject to review and approval of the RTA, for completeness and fulfillment of the requirements of this Agreement.

Section B. The interests of the RTA require close cooperation, and the Contractor shall confer as necessary and cooperate with the RTA in order that the work may proceed in a mutually satisfactory manner.

Section C. The Contractor or its designated representative, upon at least forty-eight (48) hours notice, shall, attend meetings, conferences and public hearings, when requested, and will confer and cooperate in the presentation of these services at such convocations.

Section D. The RTA hereby agrees to make available without charge to the Contractor, at the

RTA's headquarters, office space needed by the Contractor in addition to its usual place of business for the performance of the services agreed to under this Agreement, and the Contractor hereby agrees not to include any charge for such additional space in its fee.

Section E. The Contractor hereby agrees to abide by applicable regulations and standards of the

National Energy Conservation Program by fostering, promoting, and achieving energy conservation. Contractors must utilize to the maximum practicable extent the most energy-efficient equipment, materials, and construction and operating procedures available.

Section F. This Agreement is funded in part by a grant from a single Grantor agency or combination of grantor agencies listed in the preamble of this agreement. Neither the United States, the State of Michigan, nor any of the grantor agencies are a party to this agreement.

ARTICLE III. CHANGES

The RTA may, at any time by written order, make changes in the work and services to be performed, under this Agreement and within the general scope thereof. If such changes cause an increase or decrease in the cost of performing the work and services under this Agreement or in the time required for its performance, an equitable adjustment shall be made and the Agreement shall be modified by written mutual agreement of the parties hereto as evidenced by an amendment hereto and approved by the Grantor Agency (ies) when required. Any claim for adjustment under this article must be made in writing to the RTA within thirty (30) calendar days from the date the change is ordered. Nothing provided in this article shall excuse the Contractor from proceeding with the prosecution of the work so changed.

ARTICLE IV. INDEMNIFICATION AGREEMENT

The Contractor hereby expressly agrees and covenants that it will hold and save harmless and indemnify the State of Michigan, the Grantor Agency (ies), the RTA, and their respective officers, agents, servants, and employees from liability of any nature or kind, in connection with the work to be performed hereunder, arising out of any negligent act or omissions of the Contractor or of any employee or agents of the Contractor, or any person, firm or corporation employed by the

Contractor, or any of them, or associated with it including any persons, firm or corporation having the status of an independent contractor, or engaged by the Contractor, to perform any work required by or in connection with the work required by this Agreement.

ARTICLE V. DISPUTES

The Program Director of the Regional Transit Authority of Southeast Michigan will, in all cases, decide any and all questions which may arise concerning a question of fact in connection with the work not disposed of by agreement, among or between the parties to the Agreement. If the representatives of either party disagree with the Program Director’s decision, either Party may pursue its respective legal and equitable remedies.

ARTICLE VI. RESPONSIBILITY OF THE CONTRACTOR

Section A. The Contractor shall be responsible for the professional quality, technical accuracy, timely completion, and the coordination of all services furnished by the Contractor under this

Agreement. The Contractor shall, without additional compensation, correct or revise any errors or deficiencies in its services. The Contractor shall perform the Services in accordance with the degree of professional skill, quality and care ordinarily exercised by members of the same profession currently practicing in the same locality under comparable circumstances and as expeditiously as is consistent with professional skill and the orderly progress of the Project.

Section B. The Contractor shall perform such services as may be necessary to accomplish the work required to be performed under this Agreement, in accordance with this Agreement and applicable

Grantor Agency (ies) requirements.

Section C. Approval by the RTA of reports, work or materials furnished hereunder shall not in any way relieve the Contractor of responsibility for the technical adequacy of the work. Neither the

RTA's review, approval or acceptance of, nor payment for, any of the services shall be construed to operate as a waiver of any rights under this Agreement, and the Contractor shall be and remain liable in accordance with applicable law for all damages to the RTA caused by the Contractor's negligent performance of any of the services furnished under this Agreement.

Section D. The Contractor shall direct any media inquiries regarding the services covered by this contract to the RTA.

Section E. Michigan law, in addition to any other rights and remedies, provides the rights and remedies of the RTA provided for under this Agreement.

ARTICLE VII. PERSONNEL

Section A. The Contractor represents that it has, or will secure at its own expense, all personnel required in performing the services under this Agreement.

Section B. All of the services required hereunder will be performed by the Contractor or under its supervision, and all personnel engaged in the work shall be fully qualified and shall be authorized under State and Local law to perform such services.

Section C. The Contractor shall not, without written permission from the RTA, engage the services of any person or persons in the employ of the RTA for any work required by the terms of this

Agreement.

ARTICLE VIII. NONDISCRIMINATION IN EMPLOYMENT

Section A. The Contractor, sub recipient or subcontractor 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 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 the recipient deems appropriate.

Section B. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, and national origin or solely by reason of a physical or mental impairment or by reason of status as a disabled veteran or a veteran of the

Vietnam era. This policy of nondiscrimination shall include, but shall not be limited to:

employment, upgrading, demotion, transfers, recruitment or recruitment advertising, layoffs or terminations, rates of pay or other forms of compensation and the selection of employees for training, including apprenticeship, and participation in recreational and educational activities. The

Contractor shall adhere to the concepts of affirmative action promulgated by President Executive

Order 11246, as amended, and all other applicable federal and state standards established for affirmative action. The Contractor agrees to post in conspicuous places available to employees and applicants for employment notices, provided by federal or state civil rights commissions, setting forth the provisions of the above statement of nondiscrimination. The Contractor shall cause the above statements of nondiscrimination and affirmative action to be inserted in all subcontracts for any work covered by this contract to insure that such provisions will be binding upon each subcontractor. All solicitations or advertisements for employees placed by or on behalf of the

Contractor shall clearly indicate that the Contractor adheres to the concepts of equal opportunity and affirmative action as required by federal and state laws and regulations.

Section C. The Contractor shall maintain such records and submit such reports concerning the racial and ethnic origin of applicants for employment and employees, as the RTA or the RTA's grantor agencies may require. The Contractor shall furnish and file compliance reports within such time and upon such forms as provided by the Michigan Civil Rights Commission; said forms may also elicit information as to the practices, policies, program, and employment statistics of each subcontractor as well as the Contractor itself and said Contractor shall permit access to its books, records, and accounts by the Michigan Civil Rights Commission and/or its agent, for purpose of investigation to ascertain compliance with this contract and with rules, regulations, and orders of the Michigan Civil Rights Commission relevant to Section 4, Act No. 251, Public Acts of 1955, as amended.

ARTICLE IX. SUBCONTRACT APPROVAL

Section A. For the services performed and expenses incurred by the Contractor under this

Agreement, it is agreed that the total cost shall not exceed $___________. which amount includes a total fixed fee not to exceed $________ (as specified in Attachment II of this Agreement), without the written approval of the RTA and the Grantor Agency (ies) when required. Costs shall be in accordance with the requirements of 48 CFR, Part 31.

Section B. The Contractor will cooperate with the RTA in meeting commitments and goals with regard to the maximum utilization of minority business enterprises and will use its best efforts to insure that minority business enterprises shall have the maximum practicable opportunity to compete for subcontract work under this Agreement.

Section C. The fixed fees of the Subcontractor shall be considered to be part of the fixed fees of the Contractor.

ARTICLE X. PAYMENT

Section A. For the services performed and expenses incurred by the Contractor under this

Agreement, it is agreed that the total cost shall not exceed the amount specified in Attachment II of this Agreement, without the written approval of the RTA and the Grantor Agency (ies) when required.

Section B. Checks in payment for services rendered hereunder shall be drawn to the order of the

Contractor and mailed to the Contractor at its address as set forth in this Agreement. The

Contractor hereby expressly agrees that the acceptance of the check so drawn shall constitute full payment by the RTA to the Contractor, for the services for which such payments are made. RTA shall pay all undisputed portions of Contractor's invoices within 45 days of receipt without holdback or retention.

Section C. The making of payments including partial payments by the RTA to the Contractor in the manner aforesaid, shall vest in the RTA's title to, and the right to take possession of, all reports, estimates, computations, memoranda, and other papers, documents and material produced by the

Contractor up to the time of such payments, and the RTA shall have the right to use the same for public purpose or make any desirable alterations thereto, without other or further compensation to the Contractor or to any other person.

Section D. The Contractor shall maintain accounting records and other evidence pertaining to the costs incurred, and make the records available at its office at all reasonable times during the

Agreement period and for three (3) years from the date of submission of the final expenditure report pertaining to this Agreement by the RTA to the Federal Grantor Agency (ies). The RTA and any authorized representative of the Federal Government will make such accounting records and other evidence pertaining to the costs incurred, available for inspection, and copies thereof shall be furnished if requested.

ARTICLE XI. AUDITS AND INSPECTION

The Contractor shall permit the authorized representatives of the RTA, its grantor agency (ies) and the Comptroller General of the United States to inspect and audit all data and records of the

Contractor relating to its performance and its subcontracts under this Agreement from date of

Agreement through and until the expiration of three years after completion of agreement with which Federal funds are used.

ARTICLE XII. PUBLICATION, REPRODUCTION AND USE OF MATERIALS

Section A. The publication of any data or information made in connection with this Agreement shall be in accordance with publication requirements of the RTA.

Section B. No material produced in whole or in part under this Agreement, shall be subject to copyright in the United States, or in any other country by the Contractor. The RTA shall have unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data, or other materials prepared under this Agreement.

Section C. All reports, estimates, memoranda and other papers and documents submitted by the

Contractor shall be dated and bear the Contractor's name.

Section D. The RTA shall make available to the Contractor all of the RTA's data, reports, analyses, drawings, maps, tables and other pertinent background information related to the Study under this

Section E. Any reports, information, data, etc., given to or prepared or assembled by the Contractor under this Agreement, which the RTA requests to be kept as confidential, shall not be made available to any individual or organization by the Contractor, without prior written approval of the

RTA.

ARTICLE XIII. TIME FOR COMPLETION

The Contractor shall commence the work required by this Agreement, on the date specified in a written Notice to Proceed, and will complete the work specified in Attachment I within the time period provided in Attachment I. Extensions beyond this period will be written mutual agreement of the parties hereto, as evidenced by an amendment hereto, approved prior to the execution thereof, by the RTA and the Grantor Agency (ies), when required.

ARTICLE XIV. TERMINATION

Section A. This Agreement may be terminated in whole, or in part, in writing by the RTA in the event of substantial failure of the Contractor to fulfill its obligation under this Agreement:

Provided, that the RTA shall give the Contractor not less than ten (10) days written notice

(delivered by certified mail, return receipt requested) of intent to terminate and an opportunity for consultation prior to termination.

Section B. This Agreement may be terminated in whole, or in part, in writing by the RTA for its convenience: Provided, that no such termination may be effected unless the Contractor is given not less than ten (10) days written notice (delivered by certified mail, return receipt requested) of intent to terminate.

Section C. If termination for default is effected by the RTA an equitable adjustment in the price provided for in this Agreement shall be made, but (a) no amount shall be allowed for anticipated profit on unperformed services or other work, and (b) any payment due to the Contractor at time of termination be adjusted to the extent of any additional costs occasioned to the RTA by reason of the Contractor's default, or if termination for convenience is effected by the RTA, the equitable adjustment shall include a reasonable profit for services or other work performed. The equitable adjustment for any termination shall provide for payment to the Contractor for services rendered and expenses incurred prior to the termination, in addition to termination settlement costs reasonably incurred by the Contractor relating to commitments which had become firm prior to the termination.

Section D. Upon receipt of termination action pursuant to Section A and B, above, the Contractor shall (a) promptly discontinue all services affected (*unless the notice directs otherwise); and (b) terminate all subcontracts to the extent that they relate to the performance of work terminated by the RTA, and (c) deliver or otherwise make available to the RTA, all data, reports, estimates, summaries, and such other information and materials as may have been accumulated by the

Contractor in performing this Agreement, whether completed or in process.

Section E. Upon termination pursuant to Section A, above, the RTA may take over the work and prosecute the same to completion by agreement with another party or otherwise and the Contractor is held liable for any excess costs for such similar work or service.

Section F. If after termination for failure of the Contractor to fulfill contractual obligations, it is determined that the Contractor had not so failed, the termination shall be deemed to have been effected for the convenience of the RTA. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Section C of this Article.

Section G. The rights and remedies of the RTA and the Contractor provided in this Article are in addition to any other rights and remedies provided by law or under this Agreement.

ARTICLE XV. ASSIGNABILITY, DEATH OR DISABILITY

The Contractor shall not assign any interest in this Agreement and shall not transfer any interest in the same (whether by assignment or novation), without the prior written consent of the RTA.

Provided, however, that claims for money due, or to become due to the Contractor from the RTA under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the RTA.

Where the services of a partnership are engaged as Contractors, each partner shall take full responsibility for, and actively participate in all work provided for them herein from date of execution of this Agreement, until the services have been completed and accepted by the RTA;

provided, however, that the death, incapacitation or retirement of one or more of the partners shall not, of itself, be deemed to incapacitate the other remaining partners, providing the remaining partners are, in the judgment of the RTA, able and competent to carry out the terms of this

Agreement, in which latter event no reduction shall be made in the compensation on account of such death, incapacitation or retirement.

ARTICLE XVI. INTEREST OF CONTRACTOR

The Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. The Contractor further covenants that in the performance of this Agreement, no person having such interest shall be employed.

ARTICLE XVII. INTEREST OF MEMBERS OF TRANSIT AUTHORITY AND OTHERS

No officer or employee of the RTA and no members of its governing body of the locality or localities in which the Project is situated or being carried out, who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of this Project, shall participate in any decision relating to this Agreement, which affects its personal interest or the interest of any corporation, partnership, or association in which he is directly or indirectly interested, or have any personal or pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof.

ARTICLE XVIII. OFFICIALS NOT TO BENEFIT

No member of or delegate to the Congress of the United States of America, or Resident

Commissioner, shall be admitted to any share or part of this agreement or to any benefit to arise, herefrom.

ARTICLE XIX. CONTINGENT FEES

The Contractor warrants it has not employed or retained any company or person, other than bona fide employees working solely for the Contractor to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than bona fide employees working solely for the Contractor, any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the RTA shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the fees due the Contractor, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.

ARTICLE XX. GRATUITIES

Section A. The RTA may, by written notice to the Contractor, terminate the right of the Contractor to proceed under this Agreement if it is found, after notice and hearing, by the RTA that gratuities

(in the form of entertainment, gifts, or otherwise) were offered or given by the Contractor, or any agent or representative of the Contractor, to any official or employee of the RTA with a view toward securing a contact of securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performance of this Agreement:

Provided, that the existence of the facts upon which the RTA makes such findings shall be in issue and may be reviewed in proceedings pursuant to the "Disputes" Article of this Agreement.

Section B. In the event this Agreement is terminated as provided in Section A., hereof, the RTA shall be entitled (a) to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the Agreement by the Contractor, and (b) as a penalty in addition to any other damages to which it may be entitled by law, to exemplary damages in an amount (as determined by the RTA) which shall be not less than three nor more than ten times the costs incurred by the

Contractor in providing any such gratuities to any such officer or employee.

Section C. The rights and remedies of the RTA provided in this Article shall not be exclusive and are in addition to any rights and remedies provided by law or under this Agreement.

ARTICLE XXI. PRICING OF ADJUSTMENTS

When costs are a factor in any determination of a contract price adjustment pursuant to the

"Changes" Article or any other provision of this Agreement, such costs shall be in accordance with

48CFR Part 31.

ARTICLE XXII. EXCUSABLE DELAY

Except with respect to defaults of subcontractors the Contractor shall not be in default by reason of any failure in performance of this Agreement in accordance with its terms (including any failure by the Contractor to make progress in the prosecution of the work hereunder which endangers such performance) if such failure arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to: acts of God or of the public enemy; fires; floods; epidemics; quarantine restrictions; strikes; freight embargoes; and unusually severe weather; but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor.