RFP 22-03651 Hose & Fittings.docx

UTAH TRANSIT AUTHORITY

REQUEST FOR PROPOSALS

Cover Sheet General Information

Project Description

UTA is seeking a contract to manage our Fittings and Hoses at 9 UTA maintenance shop locations.

Procurement Process Information

Contract Administrator *All correspondence during RFP must be through the Contract Administrator.

Jenny Dang 669 West 200 South Salt Lake City, Utah 84101

(801) 287-3399 jdang@rideuta.com

Evaluation Criteria:

· Technical

· Vendor Management Solution (25%)

· Warranty(15%)

· Quality Assurance(20%)

· Price (40%)

This is a best value procurement. UTA will select the team whose Proposal is most advantageous to UTA, considering both price and quality/technical factors. The technical factors will count at sixty percent (60%) of the total evaluation. The price will be considered forty percent (40%) of the total evaluation. See Part 2 for more information on the proposal content and rating method.

Projected RFP Schedule:

Please refer to SciQuest for updates to all dates and times.

Included as part of this RFP

Part 1 – Project Specific Information Part 2 – Procurement Process Information Part 3 – Standard Solicitation Terms Part 4 – Standard Contract Terms / Sample Contract Part 5 – Forms (All Attached Federal Forms A - G)

Proposal Contents

Page Limit Cover pages, table of contents, divider tabs, and resumes, the Price Proposal, and required forms do not count toward the page limit.

25 pages

Submittal Instructions

· One (1) electronic copy of the technical proposal and one electronic copy of the price proposal shall be uploaded to SciQuest on or before the deadline referenced above. See Part 3 of this RFP for further instructions.

Required Forms To be considered responsive, Proposals must include those additional forms, declarations, and certifications listed below:

· Signed Proposal Forms and Declarations and Federal Certifications (if required)

· Price Form Excel Spreadsheet Provided

Part 1 – Project Specific Information

GENERAL OVERVIEW

Utah Transit Authority is requesting proposals from highly reputable and experienced firms to provide UTA with Vendor managed electrical connector’s at all 9 UTA Maintenance shops. Contract period is five (5) years, firm fixed price. Award winning vendor will be expected to monitor, supply and fill each locations bins with the sufficient inventory levels for all hose and fittings part needs. Shops and awarded vendor will work together to determine Min/max levels.

PROJECT goals

a) Avoid “out of stocks” of frequently used items.

b) Improve availability and lessen lead times on recurring parts.

c) Insure product quality and consistency.

d) Reduction in inventory carrying cost EXPLANATION OF THE price

The cost submitted by proposers shall be the full and total cost to complete the services in accordance with the specifications listed in this RFP. Anything omitted from such specifications, which are clearly necessary, shall be considered a portion of such cost although not directly specified or called for in the specifications. Proposer should describe any payment discounts available. UTA will not be responsible for or pay for any costs, charges or fees not included or identified in the proposal.

CONTRACT TERM:

UTA seeks a requirement, firm fixed priced contract with a term of three (3) years with an option to renew for two (2), additional one (1) year periods, for a total Contract period not to exceed five (5) years. Proposal prices shall be valid for 90-days after proposal due date. If UTA accepts the proposer’s prices during that 90-day period, the proposed prices may not be adjusted for 12 months. After which, the Contractor must submit their request for price adjustments in writing and provide documentation from suppliers to support any adjustment requests. Price adjustments will not be retroactive; ordering prices will not be changed until the adjustments are approved by UTA by written change order. UTA warrants it will consider requests for price adjustments within a reasonable time from date of receipt; contractor warrants that it will not delay delivery of items pending price changes. All price modifications are subject to the approval of UTA If price increases are not mutually acceptable, the item may be cancelled off the contract. Requests shall be emailed to jdang@rideuta.com.

PROCUREMENT CARDS:

UTA will be using Purchasing Cards for purchases made under any resulting contract(s). By submitting an offer, the contractor certifies that it can accept purchasing cards as a normal course of business. No additional fees or charges will be charged because of the use of a purchasing card. UTA currently uses the Visa Purchasing Card from US Bank.

qUANTITY:

Quantities shown on the bid schedule are estimated quantities only. UTA reserves the right to purchase an amount more or less should UTA’s requirements increase or decrease during the term of the contract period.

OVERSTOCK RETURNS:

During the term of the contract, the requirements for some items may change due to the removal of buses/trains from the fleet, retrofits, upgrades, or changes in procedures etc. While most of these changes are forecasted and dealt with accordingly, some excess stock may result. By submitting a bid, the bidder agrees that they will accept returns on excess items purchased under any resulting contract, at the same price purchased.

SCOPE OF WORK

RESPONSIBLITIES AND SPECIAL REQUIREMENTS

Proposer’s Responsibilities

Overall responsibilities of the successful firm will include the following:

1. Ownership, installation, repair, maintenance and warranty of all point-of-use housing, dispensing inventory bins, at all nine (9) locations.

1. Provide system consulting, configuration, training, and other services required to plan and implement a point-of-use system at all nine (9) locations.

1. Collaborate effectively with designated UTA personnel.

1. Consign, stock, monitor, and replenish hose and fitting items at all nine (9) locations. All inventory should be stocked at least once a week with any out of stocks being filled within 24 hours of notification.

1. Any exceptions to this scope of work will need to be clearly stated in the proposal

1. Maintenance for cutters & crimpers

1. Revamp/relabel hose storage

Proposer’s Project Requirements

a. Provide, transport, and install part housing equipment and all applicable material required for a vendor managed system

b. Work with designated UTA staff on initial and ongoing configuration of equipment and point of use locations.

c. Collaborate with designated UTA staff on initial and ongoing product categories and items to include in vendor managed system

d. Work with designated UTA staff to determine inventory minimum, maximum, and restocking levels

e. Stocking and replenishing the items coinciding with UTA business hours and days of operation.

f. Provide regular and on-demand detailed usage reports

g. Selected vendor will have a non-commission based stock employee servicing UTA’s contract

h. Quarterly Business Reviews (QBR’s) will be conducted. Supplier to conduct at least two QBR’s a year at random sampling of shops.

DELIVERY:

· Service Locations: All deliveries will be made to the UTA Division Parts Departments requiring the items ordered. Service locations are as follows:

UTA Maintenance Shop Locations

Meadow Brook (3100) 3600 South 700 West Building #7, Salt Lake City 84119

Timpanogos (3200) 1110 South Geneva Road, Orem 84058

Ogden (3300) 135 West 17th, Ogden 84404

Central (3400) 616 West 200 South, Salt Lake City 84104

Warehouse (3500) 3600 South 700 West Building #8, Salt Lake City 84119

Riverside/Flextrans (3900) 3610 South 900 West, Salt Lake City 84119

Trax/Midvale (4200) 613 West 6960 South, Midvale 84047

Jordan River (4300) 2264 South 900 West, Salt Lake City 84119

Front Runner/Warm Springs (4600) 900 North 500 West, Salt Lake City 84116

Time of Delivery: All materials shipped to UTA must be shipped FOB UTA point of delivery. Deliveries will be accepted not earlier than 8:00 a.m. and not later than 4:00 p.m. on week days only. Deliveries will not be accepted on Saturdays, Sundays or legal holidays observed by UTA employees.

Lead time: Orders are placed with an estimated 3 working day lead time; however, if the contractor’s delivery affects UTA's ability to repair buses/trains in a timely manner, UTA reserves the right to order from another source.

Verification of Orders: The Contractor will include a packing slip with each order that details: quantity ordered, quantity delivered, description, contract price and contract number. Each shipment will be verified by the UTA division representative. Should a discrepancy occur, the Contractor will be notified immediately. The Contractor will correct any errors within 24 hours of the time of notification.

Part 2 – Procurement Process Information

PROPOSAL FORMAT

Proposals must adhere to the following format:

· Proposals should be formatted primarily to 8 ½ by 11 inch. 11 by 17 inch format may be used for charts, tables, and schedules. No text should be included on 11 by 17 inch size format except for text that is required for the interpretation of the chart, table, or schedule.

· Proposals should use a minimum of 12-point font.

· If a Proposal is submitted in double-sided format, both sides of the page will be counted against the Page Limit.

· The Proposal must not exceed the Page Limit shown on the RFP Cover Sheet. The Proposer shall not submit brochures or additional materials. At its discretion, UTA will not consider such additional materials in the selection of the successful Proposer.

· Maximum file upload size in Sciquest is 50mb Failure to follow the format described above may result in the Proposal being deemed non-responsive.

PROPOSAL CONTENT

The Proposal should consist of the following sections in the order listed below:

Cover Letter Explain the interest of the Proposer in the work covered by this RFP and identify the Proposer’s point of contact name, address, telephone, and e-mail address. Limit the cover letter to one page

Technical Proposal (60%)

· Vendor Management Solutions(25%) Proposer will address their solution for housing items, their delivery schedule and restock capabilities to cover all 9 locations listed under Part 1 Scope of work.

· Warranty(15%) Proposers will address the length of warranty offered for their stock and the warranty terms.

· Quality Assurance(20%) Proposer will address the brand of items being bid, how long the vendor has been in business, supplying said items and providing vendor references.

Price Proposal (40%) Price proposal shall be evaluated on the basis of both price and cost realism. Price will be taken at face value while cost realism will be evaluated based on whether the evaluator believes the Contractor’s price reflects a realistic understanding of the scope of effort and resources required to complete the project. Price proposals shall receive a rating of from 1 to 10 based on both price and cost realism combined.

Price shall be submitted using the price form provided in part 5 (if applicable) as set forth in the cover sheet. PRICE FORM MUST BE UPLOADED IN SCIQUEST AS A SEPARATE FILE FROM THE TECHNICAL PROPOSAL

WEIGHTING OF EVALUATION CRITERIA

Proposals will be evaluated based on responses to the information requested herein. The Utah Transit Authority may interview one or more firms as part of the evaluation process; however a decision to award a contract may be based solely upon the submitted Proposals.

This is a best value procurement wherein the award will be made to the responsive and responsible respondent whose Proposal is determined to be the most advantageous to UTA, with the evaluation taking into consideration both the technical factors and pricing factors. In the evaluation, the technical and pricing factors shall be weighted as detailed above:

The Price Proposal must be submitted in a separate file from the technical proposal.

The Technical Proposal must not contain any cost information included in the proposal.

UTA may use the following cost formula: Each proposal will be given a score of from 1 to 10 based on both price and cost realism. A proposal which is low price with a high degree of cost realism shall be given a score on the upper end of the scale. A proposal which is high priced with a low degree of cost realism shall be given fewer points on the lower end of the scale. In order to arrive at an overall total score, the price proposal rating will be weighted according to the overall evaluation criteria and combined with the technical evaluation scores.

Part 3 – Standard Terms of Solicitation

A. INSTRUCTIONS TO PROPOSERS

1. Submission of Proposals.

Proposals must be uploaded to SciQuest by the “Bid ends” date and time listed on SciQuest. Proposals uploaded after the deadline will be considered non-responsive. It is the responsibility of the Proposer to ensure that its Proposal is properly uploaded by the deadline.

Log onto SciQuest at https://solutions.sciquest.com/apps/Router/SupplierLogin?CustOrg=StateOfUtah; if you have already registered, login and search by Utah Transit Authority or the RFP number.

If you need to create an account please select “Create Account” and then you can search UTA or the RFP number identified on the Cover Page. If you need assistance please email the Utah Supplier Portal Support at sciquestadmin@utah.gov. Instructions to proposers are included in the RFP documents.

For ease of review, UTA may also request delivery of hard copies of Proposals (see RFP Cover Sheet).

2. Federal Requirements.

If federal funds are being used to finance this project, the Contractor shall also comply with the additional applicable federal terms and conditions listed in Appendix C-1 and submit all applicable certifications, forms and reports listed in Appendix C-2.

a. UTA eComply Solutions. In addition, where federal funds are being used, the Bidder/Proposer shall submit required labor and subcontractor information to UTA through following portal: https://uta.ecomply.us. The information provided shall include the following:

· Set up and maintain contractor login for all persons inputting information in the system

· Description of payments received from UTA and payments made to subcontractors of all tiers including amounts and confirmation of payment

· All certified payroll must be input into eComply Solutions which may be accomplished either through direct input or importation from the contractor’s accounting system.

· All subcontract award amounts, date signed, and change orders

· Certified payroll information shall be uploaded on a weekly basis; all other information shall be uploaded or input no less than monthly.

· The Contractor shall include this clause in all subcontracts and manage and monitor compliance of all subcontractors within the UTA eComply system.

3. Minimum Standards.

This RFP sets forth the minimum requirements that all Proposals must meet. Failure to submit Proposals in accordance with this RFP may render the Proposal unacceptable or non-responsive. UTA may, in its sole discretion, waive minor irregularities in a Proposal that do not alter the quality or quantity of the information provided.

4. Confidential, Protected, and Public Information In accordance with Utah Code Section 63G-2-305(6) of the Government Records Access and Management Act (GRAMA) and UTA's Procurement Standard Operating Procedures (SOPs), procurement information related to this procurement will not be made public until after execution of the Contract with the successful Proposer. Procurement information includes the Proposals submitted by Proposers in response to this RFP and any accompanying documentation, as well as records maintained by UTA during the procurement process.

UTA will maintain a process to ensure confidentiality for the duration of this procurement. If the Proposer submits information in its Proposal that it believes is "trade secret," the Proposer must follow the procedure set forth in Section 63G-2-309 of GRAMA.

Additionally, for ease of Proposal evaluation, UTA requests that each Proposer also follow the steps identified below:

1. Clearly mark all trade secret information as such in its Proposal at the time the Proposal is submitted and include a cover sheet stating “DOCUMENT CONTAINS TRADE SECRET INFORMATION” and identifying each section and page which has been so marked;

b) Include a statement with its Proposal justifying the Proposer’s determination that certain records are trade secret information for each record so defined;

c) In addition to the Proposal uploaded to SciQuest, upload a second copy of the Proposal (as an attachment) that has all the trade secret information deleted, and label such copy of the Proposal “Public Copy.” If a Proposer uploads a Proposal containing no trade secret information, no "Public Copy" need be submitted. However, any Proposer that submits a Proposal containing no trade secret information must so certify in a cover letter to its Proposal; and

d) Defend any action seeking release of the records it believes to be trade secret information and indemnify, defend, and hold harmless UTA and the State of Utah and its agents and employees from any judgments awarded against UTA and its agents and employees in favor of the party requesting the records, including any and all costs connected with that defense. This indemnification survives UTA’s cancellation or termination of this procurement or award and subsequent execution of the Contract. In submitting a Proposal, the Proposer agrees that this indemnification survives as long as the trade secret information is in possession of UTA.

All records pertaining to this procurement will become public information after execution of the Contract, unless such records are identified as trade secret information as specified above. No liability will attach to UTA for the errant release of trade secret information by UTA under any circumstances.

5. Submitting Questions to UTA Questions and Requests for changes to the RFP must be submitted via the SciQuest Q&A page before the end of the Question and Answer period. UTA’s answers to timely questions will be posted on the SciQuest Q&A page. All communications regarding this RFP should be addressed solely to the Contract Administrator whose name and contact information is listed on the Cover Page of the RFP or IFB

6. Requests for Approved Equals or Changes Whenever a brand, manufacturer, or product name is indicated in this RFP, they are included only for the purpose of establishing identification and a general description of the item. Wherever such names appear, the term "or approved equal" is considered to follow.

Requests for Approved Equals must be submitted via SciQuest Q&A page. UTA retains the discretion to withhold approval for one of more requested equals if the magnitude of requested approvals exceeds UTA’s available resources to allow for adequate evaluation in support of a timely procurement.

Any request for an approved equal must be fully supported with technical data, test results, or other pertinent information as evidence that the substitute offered is equal or better than the RFP requirement.

UTA will only assess requests for approved equals if the price of the substitute product is competitive with the price of the product specified in the RFP, to be determined by UTA in its sole discretion.

It should be understood that specifying a brand name, components, and/or equipment in this RFP will not relieve the Proposer from its responsibility to provide the product in accordance with the performance warranty and contractual requirements. The Proposer shall notify UTA of any inappropriate brand name, component, and/or equipment that may be called for in this RFP and shall propose a suitable substitute for consideration.

7. Addenda to the Request for Proposals UTA reserves the right to make changes to the RFP, by issuing a written addendum to the RFP which will be posted to SciQuest.

8. Multiple or Alternative Proposals Submission of multiple or alternative Proposals, except as specifically called for in the RFP, may render all such Proposals non-responsive and may cause the rejection of some or all of such Proposals.

9. Withdrawal of Proposals A Proposer may withdraw its Proposal from SciQuest before the Proposal due date without prejudice to itself.

10. Cost of Proposals UTA is not liable for any costs incurred by Proposers in the preparation, presentation, or negotiation of Proposals submitted in response to this RFP.

11. Examination of Request for Proposals The submission of a Proposal constitutes an acknowledgment upon which UTA may rely that the Proposer: (i) has thoroughly examined and is familiar with the RFP, including the contractual terms in Part 4, (ii) is familiar with any work site identified in the RFP, and (iii) has reviewed and inspected all applicable statutes, regulations, ordinances, and resolutions addressing or relating to the goods and services to be provided hereunder. The failure or neglect of a Proposer to receive or examine such documents, work sites, statutes, regulations, ordinances, or resolutions will in no way relieve the Proposer from any obligations with respect to the Proposer’s Proposal or to any contract awarded pursuant to this RFP. No reduction or modification in the Proposer’s obligations will be allowed based upon a lack of knowledge or misunderstanding of this RFP, work sites, statutes, regulations, ordinances, or resolutions.

12. Firm Offer Unless otherwise stated in this RFP, submission of a Proposal constitutes an offer to provide the goods or services described in the RFP, for the price set forth in the Proposal. Such offer must be good and firm for a period of ninety (90) days after the Deadline to Submit Proposals.

B. SELECTION PROCESS

1. No Public Opening This is an RFP and, as such, the Proposals submitted in response to this RFP will not be subject to a public opening.

2. UTA’s Procurement Options Based on submitted information, UTA may do or take any of the following actions, without limitation:

· select a Proposer based solely on the written Proposals, with or without subsequent negotiations;

· ask for more information or Clarifications before making a selection;

· use Presentations/Interviews/Problem-Solving Exercises before making a selection;

· under specific circumstances described in the Utah Procurement Code, determine a Competitive Range, conduct Discussions, and/or request Best and Final Offers (BAFO) before making a selection if a material error in the RFP is discovered during the evaluation process, UTA may issue an addendum to all Proposers that have submitted Proposals requesting revised Proposals based upon the corrected RFP.

· decline to accept any Proposal;

· re-advertise;

· cancel the procurement; or

· elect to otherwise procure the needed services in accordance with UTA policy and procedures.

UTA reserves the right to negotiate price, scope, schedule, and other contract terms with the preferred Proposer after a selection is made.

3. Responsibility UTA will not select a Proposer who is deemed by UTA, in its sole discretion, to lack the ability or responsibility to perform successfully under the terms of the contract. Such determination of responsibility may encompass management, technical, legal, and financial matters

4. Checking References UTA reserves the right to contact any reference specifically named by the Proposer in its Proposal or any other additional references as deemed appropriate by UTA, including references suggested by the Proposer's named references or references known to UTA through its own knowledge of the transportation industry.

5. Requests for Clarification The Proposer shall provide accurate and complete information to UTA. If information is incomplete, appears to include a clerical error, or is otherwise unclear, UTA may either (i) declare the Proposal non-responsive, (ii) evaluate the Proposal as submitted, or (iii) issue a Request for Clarifications to the Proposer stating the information needed and a date and time by which the information must be provided. If the Proposer does not respond to the Request for Clarifications in a timely manner, or if the Proposer’s response is deemed to be insufficient by UTA, in its sole discretion, then UTA may declare the Proposal non-responsive.

All requests for Clarification will be in writing via SciQuest Q&A page, responses submitted as per the instructions contained in the request for Clarification. Responses must be limited to answering the specific information requested by UTA.

6. Presentations / Interviews / Problem-Solving Exercises UTA may utilize presentations, interviews, and/or problem-solving exercises during this procurement if, at the sole discretion of UTA, it is considered to be in UTA's best interest. If UTA determines that presentations and/or interviews and/or problem-solving exercises are in its best interest, UTA will notify all or a short-list of the most highly qualified Proposers of the decision to utilize presentations and/or interviews and/or problem-solving exercises and schedule the presentations and/or interviews and/or problem-solving exercises in such a way as to not unduly delay the procurement process.

UTA reserves the right, in its sole discretion, to conduct multiple rounds of presentations and/or interviews and/or problem-solving exercises, if it deems necessary to do so, with one or more Proposers.

7. Competitive Range Under specific circumstances described in the Utah Procurement Code, UTA may declare a Competitive Range including only those Proposers that have a reasonable chance of being selected. UTA will declare a Competitive Range, if it chooses to do so, after a careful analysis of the Proposals.

8. Discussions UTA may, at its sole discretion, conduct written and/or verbal Discussions with any of the Proposers in the Competitive Range regarding the content of their Proposal. If Discussions are held, they will be held with all Proposers in the Competitive Range.

9. Best and Final Offers UTA may request Best and Final Offers from responsible offerors:

(a) Only with the approval of the Chief Procurement Officer; and

(b) Only if:

(i) No single proposal adequately addresses all the specifications stated in the RFP;

(ii) All proposals are unclear or deficient in one or more respects;

(iii) All cost proposals exceed the identified budget Although UTA reserves the right to issue a request for Proposal revisions (including Best and Final Offers), UTA is under no obligation to do so. UTA may make its selection and award based on the initial Proposals submitted.

If UTA requests Proposal revisions and/or BAFOs, Proposers in the Competitive Range may be informed of and requested and/or allowed to revise their Proposals, including correction of any weaknesses, minor irregularities, errors, and/or deficiencies identified to the Proposers by UTA following initial evaluation of the Proposals. The request for Proposal revisions and/or BAFOs will allow adequate time for the Proposers to revise their Proposals. Upon receipt of the Proposal revisions and/or BAFOs, the process of evaluation will be repeated. The process will consider the revised information and re-evaluate and revise ratings as appropriate. Although this RFP allows for Proposal revisions and/or BAFOs, all efforts will be made to make a selection based on initial Proposals. If Discussions are held, UTA will attempt to limit the selection process to a single BAFO following Discussions. If a Proposal revision and/or BAFO is requested of a Proposer, and that Proposer opts to not submit a Proposal revision and/or BAFO that Proposer's original Proposal or most recent Proposal revision, as appropriate, will be treated as its BAFO.

10. Best Value Determination This is a Best Value procurement, in which selection of a Proposer is based on the combination of price and qualitative components set forth on the RFP Cover Sheet. Accordingly, UTA might not select the Proposal with the lowest price, or the Proposal with the highest qualitative/ technical rating. UTA will select the responsible Proposer whose Proposal is deemed to be the most advantageous to UTA.

11. Negotiations After selection but prior to award of the Contract, UTA may, at its sole discretion, either conduct negotiations with the successful Proposer or UTA may choose to not conduct negotiations with the successful Proposer and award the Contract to the successful Proposer based on its written Proposal and any additional information received during Discussions and Proposal revisions and/or BAFOs, if conducted.

If UTA and the selected Proposer are unable to reach a meeting of the minds on the scope, contractual terms, and/or price of the Contract, then UTA may, in its sole discretion, negotiate with the next most advantageous Proposer or choose to terminate the procurement in its entirety.

Once negotiations have been terminated with any Proposer, the negotiations may not be reopened with that Proposer under any circumstances.

If UTA receives only one responsive Proposal, UTA reserves the right to negotiate all elements of the Proposal and the Contract with the sole responsive Proposer, including, but not limited to, profit.

12. Notice to Unsuccessful Proposers Following execution of the Contract between UTA and the successful Proposer, UTA will inform unsuccessful Proposers of the number of Proposals received by UTA and the name of the successful Proposer. UTA will attempt to give this notice promptly after the Contract execution. However, UTA’s failure to give this notice will not be deemed to affect the validity of the Contract.

13. Debriefs Upon request by an unsuccessful Proposer, UTA may, but is not required to, provide debriefing information for the sole purpose of discussing, in a limited way, the strengths and weaknesses of an unsuccessful Proposal.

14. Protests Protests are governed by the Utah Procurement Code, Utah Code Ann. § 63G-6a-1601 et seq. To be valid, a protest must be in writing and be filed with UTA within the time frames set forth in Utah Code Ann. § 63G-6a-1602. A protest will be deemed to be filed pursuant to these procedures when actually received by the designated recipient by delivery via email to protests@rideuta.com.

All protests must include:

The Procurement Officer shall make a written determination regarding the protest. An unfavorable determination of the UTA Procurement Officer is eligible for administrative reconsideration by a panel determined by the Chair of the UTA Board of Trustees. A notice of appeal must be delivered by the Protestor within five (5) calendar days of the date of the Procurement Officer’s decision. A notice of appeal addressed as follows:

Chair, UTA Board of Trustees c/o Utah Transit Authority 669 West 200 South Salt Lake City, Utah 84101 Attn: Board Coordinator

CONTAINS TIME-SENSITIVE PROTEST MATERIALS

Any further appeal may only be made pursuant to Utah Code Ann. § 63G-6a-1801 et seq. A protesting entity must exhaust administrative appeals prior to filing a judicial appeal pursuant to Utah Code Ann. § 63G-6a-1801 et seq.

Part 4 – Goods and Services Contract

UTA CONTRACT #22-03651

Vendor Managed Parker Fitting and Hoses

THIS GOODS AND NON-PROFESSIONAL SERVICES SUPPLY AGREEMENT (“Contract”) is entered into and made effective as of the date of last signature below. (“Effective Date”) by and between UTAH TRANSIT AUTHORITY, a public transit district organized under the laws of the State of Utah (”UTA”), and [INSERT NAME OF CONTRACTOR], a [INSERT DESCRIPTION OF ENTITY TYPE] (the ”Contractor”).

RECITALS

WHEREAS, on [INSERT PROPOSAL DUE DATE], UTA received competitive proposals to provide [INSERT DESCRIPTION OF THE GOODS OR NON-PROFESSINAL SERVICES] and (as applicable) all associated hardware, software, tools, installation services, commissioning and testing services, training and documentation (the “Goods and Services”) according to the terms, conditions and specifications prepared by UTA in [INSERT RFP NUMBER] (the “RFP”); and

AGREEMENT

NOW, THEREFORE, in accordance with the foregoing Recitals, which are incorporated herein by reference, and for and in consideration of the mutual covenants and agreements hereafter set forth, the mutual benefits to the parties to be derived here from, and for other valuable consideration, the receipt and sufficiency of which the parties acknowledge, it is hereby agreed as follows:

1. SERVICES TO BE PROVIDED

a. Consultant shall perform all Work as set forth in the Scope of Services (Exhibit A) . Except for items (if any) which this Contract specifically states will be UTA-provided, Consultant shall furnish all the labor, material and incidentals necessary for the Work.

b. Consultant shall perform all Work under this Contract in a professional manner, using at least that standard of care, skill and judgment which can reasonably be expected from similarly situated professionals.

c. All Work shall conform to generally accepted standards in the transit industry. Consultant shall perform all Work in compliance with applicable laws, regulations, rules, ordinances, permit constraints and other legal requirements including, without limitation, those related to safety and environmental protection.

d. Consultant shall furnish only qualified personnel and materials necessary for the performance of the Work.

e. When performing Work on UTA property, Consultant shall comply with all UTA work site rules including, without limitation, those related to safety and environmental protection.

2. MANAGEMENT OF WORK

a. Consultant’s Project Manager will be the day-to-day contact person for Consultant and will be responsible for all Work, as well as the coordination of such Work with UTA.

b. UTA’s Project Manager will be the day-to-day contact person for UTA, and shall act as the liaison between UTA and Consultant with respect to the Work. UTA's Project Manager shall also coordinate any design reviews, approvals or other direction required from UTA with respect to the Work.

3. PROGRESS OF WORK

a. Consultant shall prosecute the Work in a diligent and continuous manner and in accordance with all applicable notice to proceed, critical path schedule and guaranteed completion date requirements set forth in (or developed and agreed by the parties in accordance with) the Scope of Services.

b. Consultant shall conduct regular meetings to update UTA's Project Manager regarding the progress of the Work including, but not limited to, any unusual conditions or critical path schedule items that could affect or delay the Work. Such meetings shall be held at intervals mutually agreed to between the parties.

c. Consultant shall deliver monthly progress reports and provide all Contract submittals and other deliverables as specified in the Scope of Services.

d. Any drawing or other submittal reviews to be performed by UTA in accordance with the Scope of Services are for the sole benefit of UTA, and shall not relieve Consultant of its responsibility to comply with the Contract requirements.

e. UTA will have the right to inspect, monitor and review any Work performed by Consultant hereunder as deemed necessary by UTA to verify that such Work conforms to the Contract requirements. Any such inspection, monitoring and review performed by UTA is for the sole benefit of UTA, and shall not relieve Consultant of its responsibility to comply with the Contract requirements.

f. UTA shall have the right to reject Work which fails to conform to the requirements of this Contract. Upon receipt of notice of rejection from UTA, Consultant shall (at its sole expense and without entitlement to equitable schedule relief) promptly re-perform, replace or re-execute the Work so as to conform to the Contract requirements.

g. If Consultant fails to promptly remedy rejected Work as provided in Section 4.6, UTA may (without limiting or waiving any rights or remedies it may have) perform necessary corrective action using other contractors or UTA’s own forces. Any costs reasonably incurred by UTA in such corrective action shall be chargeable to Consultant.

4. PERIOD OF PERFORMANCE

This Contract shall commence as of the Effective Date. This Contract shall remain in full force and effect for an initial three (3) year period expiring December 31st, 2025. UTA may, at its sole election and in its sole discretion, extend the initial term for up to two (2) additional one(1) year option periods, for a total Contract period not to exceed five (5) years. Extension options may be exercised by UTA upon providing Consultant with notice of such election at least thirty (30) days prior to the expiration of the initial term or then-expiring option period (as applicable). This Contract may be further extended if the Consultant and UTA mutually agree to an extension evidenced in writing. The rights and obligations of UTA and Consultant under this Contract shall at all times be subject to and conditioned upon the provisions of this Contract.

5. COMPENSATION

a. For the performance of the Work, UTA shall pay Consultant in accordance with the payments provisons described in Exhibit B. Payments shall be made in accordance with the milestones or other payment provisions detailed in Exhibit B. If Exhibit B does not specify any milestones or other payment provisions, then payment shall be made upon completion of all Work and final acceptance thereof by UTA.

b. To the extent that Exhibit B or another provision of this Contract calls for any portion of the consideration to be paid on a cost-reimbursement basis, such costs shall only be reimbursable to the extent allowed under 2 CFR Part 200 Subpart E. Compliance with federal cost principles shall apply regardless of funding source for this Contract.

c. To the extent that Exhibit B or another provision of this Contract calls for any portion of the consideration to be paid on a time and materials or labor hour basis, then Consultant must refer to the not-to-exceed amount, maximum Contract amount, Contract budget amount or similar designation (any of these generically referred to as the “Not to Exceed Amount”) specified in Exhibit B (as applicable). Unless and until UTA has notified Consultant by written instrument designated or indicated to be a Change Order that the Not to Exceed Amount has been increased (which notice shall specify a revised Not to Exceed Amount): (i) Consultant shall not be obligated to perform services or incur costs which would cause its total compensation under this Contract to exceed the Not to Exceed Amount; and (ii) UTA shall not be obligated to make payments which would cause the total compensation paid to Consultant to exceed the Not to Exceed Amount.

d. UTA may withhold and/or offset from payment any amounts reasonably reflecting: (i) items of Work that have been rejected by UTA in accordance with this Contract; (ii) invoiced items that are not payable under this Contract; or (iii) amounts Consultant owes to UTA under this Contract.

6. INCORPORATED DOCUMENTS

a. The following documents hereinafter listed in chronological order, with most recent document taking precedence over any conflicting provisions contained in prior documents (where applicable), are hereby incorporated into the Contract by reference and made a part hereof:

1. The terms and conditions of this Professional Services Supply Agreement (including any exhibits and attachments hereto).

2. UTA's RFP including, without limitation, all attached or incorporated terms, conditions, federal clauses (as applicable), drawings, plans, specifications and standards and other descriptions of the Professional Services;

3. Contractor's Proposal including, without limitation, all federal certifications (as applicable);

b. The above-referenced documents are made as fully a part of the Contract as if hereto

7. ORDER OF PRECEDENCE

The Order of Precedence for this contract is as follows:

1. UTA Contract including all attachments

2. UTA Terms and Conditions

3. UTA Solicitation Terms

4. Contractor’s Bid or Proposal including proposed terms or conditions Any contractor/consultant proposed term or condition which is in conflict with a UTA contract or solicitation term or condition will be deemed null and void.

8. CHANGES

a. UTA’s Project Manager or designee may, at any time, by written order designated or indicated to be a Change Order, direct changes in the Work including, but not limited to, changes:

A. In the Scope of Services;

B. In the method or manner of performance of the Work; or C. In the schedule or completion dates applicable to the Work.

To the extent that any change in Work directed by UTA causes an actual and demonstrable impact to: (i) Consultant’s cost of performing the work; or (ii) the time required for the Work, then (in either case) the Change Order shall include an equitable adjustment to this Contract to make Consultant whole with respect to the impacts of such change.

b. A change in the Work may only be directed by UTA through a written Change Order or (alternatively) UTA’s expressed, written authorization directing Consultant to proceed pending negotiation of a Change Order. Any changes to this Contract undertaken by Consultant without such written authority shall be at Consultant’s sole risk. Consultant shall not be entitled to rely on any other manner or method of direction.

c. Consultant shall also be entitled to an equitable adjustment to address the actual and demonstrable impacts of “constructive” changes in the Work if: (i) subsequent to the Effective Date of this Contract, there is a material change with respect to any requirement set forth in this Contract; or (ii) other conditions exist or actions are taken by UTA which materially modify the magnitude, character or complexity of the Work from what should have been reasonably assumed by Consultant based on the information included in (or referenced by) this Contract. In order to be eligible for equitable relief for “constructive” changes in Work, Consultant must give UTA’s Project Manager or designee written notice stating:

A. The date, circumstances, and source of the change; and B. That Consultant regards the identified item as a change in Work giving rise to an adjustment in this Contract.

Consultant must provide notice of a “constructive” change and assert its right to an equitable adjustment under this Section within ten (10) days after Consultant becomes aware (or reasonably should have become aware) of the facts and circumstances giving rise to the “constructive” change. Consultant’s failure to provide timely written notice as provided above shall constitute a waiver of Consultant’s rights with respect to such claim.

d. As soon as practicable, but in no event longer than 30 days after providing notice, Consultant must provide UTA with information and documentation reasonably demonstrating the actual cost and schedule impacts associated with any change in Work. Equitable adjustments will be made via Change Order. Any dispute regarding the Consultant’s entitlement to an equitable adjustment (or the extent of any such equitable adjustment) shall be resolved in accordance with Article 21 of this Contract.

9. INVOICING PROCEDURES

a. Consultant shall submit invoices to UTA’s Project Manager for processing and payment in accordance with Exhibit B. If Exhibit B does not specify invoice instructions, then Consultant shall invoice UTA after completion of all Work and final acceptance thereof by UTA. Invoices shall be provided in the form specified by UTA. Reasonable supporting documentation demonstrating Consultant’s entitlement to the requested payment must be submitted with each invoice.

b. UTA shall have the right to disapprove (and withhold from payment) specific line items of each invoice to address non-conforming Work or invoicing deficiencies. Approval by UTA shall not be unreasonably withheld. UTA shall have the right to offset from payment amounts reasonably reflecting the value of any claim which UTA has against Consultant under this Contract. Payment for all invoice amounts not specifically disapproved by UTA shall be provided to Consultant within thirty (30) calendar days of invoice submittal.

10. OWNERSHIP OF DESIGNS, DRAWINGS, AND WORK PRODUCT

Any deliverables prepared or developed pursuant to the Contract including without limitation drawings, specifications, manuals, calculations, maps, sketches, designs, tracings, notes, reports, data, computer programs, models and samples, shall become the property of UTA when prepared, and, together with any documents or information furnished to Consultant and its employees or agents by UTA hereunder, shall be delivered to UTA upon request, and, in any event, upon termination or final acceptance of the Professional Services. UTA shall have full rights and privileges to use and reproduce said items. To the extent that any deliverables include or incorporate preexisting intellectual property of Contractor, Consultant hereby grants UTA a fully paid, perpetual license to use such intellectual property for UTA’s operation, maintenance, modification, improvement and replacement of UTA’s assets. The scope of the license shall be to the fullest extent necessary to accomplish those purposes, including the right to share same with UTA’s contractors, agent, officers, directors, employees, joint owners, affiliates and consultants.

11. USE OF SUBCONTRACTORS

a. Consultant shall give advance written notification to UTA of any proposed subcontract (not indicated in Consultant’s Proposal) negotiated with respect to the Work. UTA shall have the right to approve all subcontractors, such approval not to be withheld unreasonably.

b. No subsequent change, removal or substitution shall be made with respect to any such sub consultant without the prior written approval of UTA.

c. Consultant shall be solely responsible for making payments to subcontractors, and such payments shall be made within thirty (30) days after Consultant receives corresponding payments from UTA.

d. Consultant shall be responsible for and direct all Work performed by subcontractors.

e. Consultant agrees that no subcontracts shall provide for payment on a cost-plus-percentage-of-cost basis. Consultant further agrees that all subcontracts shall comply with all applicable laws.

12. KEY PERSONNEL

Consultant shall provide the key personnel as indicated in Consultant’s Proposal (or other applicable provisions of this Contract), and shall not change any of said key personnel without the express written consent of UTA.

13. SUSPENSION OF WORK

a. UTA may, at any time, by written order to Consultant, require Consultant to suspend, delay, or interrupt all or any part of the Work called for by this Contract. Any such order shall be specifically identified as a “Suspension of Work Order” issued pursuant to this Article. Upon receipt of such an order, Consultant shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of further costs allocable to the Work covered by the order during the period of Work stoppage.

b. If a Suspension of Work Order issued under this Article is canceled, Consultant shall resume Work as mutually agreed to in writing by the parties hereto.

c. If a Suspension of Work Order is not canceled and the Work covered by such order is terminated for the convenience of UTA, reasonable costs incurred as a result of the Suspension of Work Order shall be considered in negotiating the termination settlement.

d. If the Suspension of Work causes an increase in Consultant’s cost or time to perform the Work, UTA’s Project Manager or designee shall make an equitable adjustment to compensate Consultant for the additional costs or time, and modify this Contract by Change Order.

14. TERMINATION

a. FOR CONVENIENCE:

UTA shall have the right to terminate the Contract at any time by providing written notice to Contractor. If the Contract is terminated for convenience, UTA shall pay Contractor: (i) in full for Goods delivered and Services fully performed prior to the effective date of termination; and (ii) an equitable amount to reflect costs incurred (including Contract close-out and sub consultant termination costs that cannot be reasonably mitigated) and profit on work-in-progress as of to the effective date of the termination notice. UTA shall not be responsible for anticipated profits based on the terminated portion of the Contract. Consultant shall promptly submit a termination claim to UTA. If Consultant has any property in its possession belonging to UTA, Consultant will account for the same, and dispose of it in the manner UTA directs.

b. FOR DEFAULT:

If Consultant(a) becomes insolvent; (b)…