RFQ_123MR002_Boulder_Junction_Custodial_(final).pdf

RTD RFQ No.123MR002 Title: Boulder Custodial Cleaning ServicesIssue Date: 6/21/2023

RFQ Template Revised 05.2023

REQUEST FOR QUOTATIONS Regional Transportation District 1660 Blake St.

Denver, CO 80202

A. RFQ Schedule:

06/13/2023 RFQ sent to potential Offerors

06/20/2023 10:00 A.M.

Site Walkthrough/Pre-Bid Briefing will be held at site, located at 3175 Pearl Parkway, Boulder, CO 80301.

07/05/2023 Inquiry Period. Questions from prospective Offerors are to be received by close of business. Questions must be submitted through RTD’s online procurement portal, OpenGov.

07/11/2023 RTD sends responses to questions, if any, to all prospective Offerors through RTD’s online procurement portal, OpenGov.

07/18/2023 RFQ Submittals Due to RTD, via RTD’s online procurement portal, OpenGov.

07/25/2023 RTD anticipates making final selection.

B. Work – RTD is seeking quotations from qualified firms to provide Custodial Cleaning Services at 2 RTD bus terminals, Depot Square and Boulder Junction, located at 3175 Pearl Parkway, Boulder, CO 80301.

C. Cost Type – Payments are anticipated to be made on a Fixed Price basis.

D. Award of Purchase Order – Award of a purchase order from this RFQ will be based upon lowest responsive cost procurement procedures.

E. Period of Performance – Subject to the Termination provisions of the purchase order, performance shall commence as of the date specified in the notice to proceed or, if no date is specified, upon Contractor’s receipt of notice to proceed/executed PO, and shall continue for one (1) calendar year.

F. Options for this Purchase Order – there are four (4), one (1)-year Options to extend the Period of Performance.

RFQ Template Revised 05.2023

G. Disadvantaged and Small Business Requirement for purchase orders with No SBE Goal – RTD has not specified a SBE participation goal for the Work to be performed under the Purchase order. However, RTD encourages and expects Offerors to pursue subcontracting, mentoring, joint venturing, teaming and partnering opportunities with DBE/SBE firms in the ordinary course of its business/teaming strategies. To date, RTD has achieved greater than 20% SBE participation on its overall FasTracks SBE Program.

Offerors are encouraged and expected to create a level playing field to the maximum practicable extent consistent with the objectives and requirements of the RTD SBE program based on federal regulations codified at 49 CFR Part 26 and RTD’s SBE Program Policy. Therefore, Offerors are requested to document their efforts to include SBEs in this contracting opportunity, if any. Offerors are also requested to explain in their executive summary how they intend to utilize and/or will encourage subcontracting, mentoring, joint venturing and/or partnering opportunities with SBEs for this project. Furthermore, Offerors are to submit a general workforce breakdown for their company (including affiliates) and the project. RTD is interested in your strategies and approach to seeking diversity in the Offeror team to include SBEs, minorities and women in all phases of subcontracting, supplier and workforce opportunities associated with the Purchase order.

RTD is an equal opportunity employer and also operates a successful Small Business Opportunity Office. Therefore, RTD expects Offerors to demonstrate the same meaningful level of commitment to diversity from businesses that participate in RTD’s procurement process.

H. Quotation Validity Period – Quotations shall be valid for a duration of no less than 90 days from quotation due date.

Quotations that are late may not be accepted!

RFQ Template Revised 05.2023

INSTRUCTIONS TO OFFERORS

1. Compliance with Specifications/Scope of Work. All Offerors, by submission of their quotation, agree to comply with all of the conditions, requirements, and Specifications of this Request for Quotations (“RFQ”) as stated or implied in this RFQ.

2. Omissions from RFQ. Should RTD omit anything from this RFQ which is necessary to a clear understanding of the work, or should it appear that various provisions are inconsistent or in conflict, then the Offeror shall secure written instructions from RTD during the Inquiry Period noted in the RFQ Schedule.

3. Inquiries. Questions about RTD and this RFQ shall be directed, in writing, via OpenGov, to Matt Richey, Purchasing Agent, through RTD’s online procurement portal. All requests for clarifications and/or changes to the form of the purchase order, including suggested changes to the terms and conditions, must be made during the Inquiry Period.

RTD has no obligation to accept requested changes to the form of the purchase order beyond the Inquiry Period, and no changes will be made after award to the successful Offeror(s) (other than in respect of typographical errors). If an Offeror does not submit any request changes, the Offeror will be deemed to have accepted the terms, conditions, and requirements of this RFQ. Requested changes, including additional terms, conditions, and agreements (such as license agreements, master services agreements, and user agreements), must be submitted with quotations. At RTD’s sole discretion, RTD may deny any requested changes submitted during the Inquiry Period. Requested changes must be specific (including, as applicable, RFQ section reference, reason for requested change and proposed revised language) and clearly identified.

RTD will not accept blanket exceptions to any or all terms, conditions, or requirements of this solicitation to be negotiated at a later date. At RTD’s sole discretion, RTD may deny requested changes that are embedded by hyperlink or cited by reference in a RFQ Submittal and related documents. FAILURE TO ACCEPT THE

TERMS AND CONDITIONS IN THIS SOLICITATION MAY RESULT IN A PROPOSER

BEING DEEMED NON-RESPONSIVE.

4. Protests. Offerors must submit protests related to this RFQ in writing to the Purchasing Agent pursuant to the procedures set forth in RTD’s procurement manual. Copies of RTD’s protest procedures are available upon request to the buyer listed in the RFQ Schedule. Offerors must exhaust all administrative remedies prescribed by RTD’s protest procedures before proceeding to court.

5. Alteration of Documents. Any alteration, insertion, or erasure by the Offeror in the form of the RFQ documents as originally prepared by RTD shall render the Offeror non-responsive and may constitute cause for rejection. Conditional quotations or those that take exception to the RFQ documents or Scope of Work may be treated as non-responsive.

6. Price Proposal and Signature. Quotations must be submitted on the quotation form provided with the RFQ and must include detailed costs and fees on a separate page. The quotation

RFQ Template Revised 05.2023 form must be signed by the individual or officer who is duly authorized to bind the Offeror to the terms of its quotation.

7. Preparation of Quotation Form. The Quotation form must be filled out in all details, showing the quotation(s). In cases of discrepancy between the unit price and the computed total price, the unit price alone will be considered as representing the Offeror’s intention.

8. Submission of Quotation. One copy of the completed and signed quotation, including all required submittals, will be submitted through RTD’s online procurement portal prior to the date and time listed in the RFQ Schedule. Quotations received by RTD after the date and time specified may be considered non-responsive. RTD will accept only one quotation from any one Offeror for the product or service proposed to be supplied; this includes quotations that may be submitted under different names by one firm or corporation. If Offeror is using subcontractor(s), Offeror must disclose subcontractor company information (company name, address, contact name, email and phone number) with its quotation. No quotation shall be accepted from, and no purchase order will be awarded to, any one person, firm, or corporation that is in arrears upon any obligation to RTD or that may otherwise be deemed irresponsible or unreliable by RTD.

9. Withdrawal of Quotations. An Offeror may withdraw its quotation at any time prior to the quotation due date through RTD’s online procurement portal not later than the exact time set for opening of quotations.

10. Rejection of Quotations. RTD may reject any and all quotations and reserves the right to waive defects in the quotations as the interest of RTD may require.

11. Award of Purchase Order. RTD may award one or more purchase orders from this RFQ.

The purchase order(s) shall be awarded to the responsible Offeror(s) whose quotation is responsive to the RFQ and is most advantageous to RTD, with consideration given to the price and factors as may be set out in the RFQ. In determining the successful Offeror(s), consideration shall be given to the Offeror’s financial responsibility, past experience, and the suitability of the product or service offered for use by RTD.

12. Time of Award of Purchase Order. It is the intent of RTD to make an award within 90 days after quotations are opened and to prepare and transmit purchase order documents within a reasonable time thereafter.

13. Prompt Payment Discount. Discounts for prompt payment will not be considered in the evaluation of quotations. However, any offered discount will form a part of the award and will be taken if payment is made within the discount period indicated in the quotation. As an alternative to offering a prompt payment discount in the quotation, Offerors awarded contracts may include prompt payment discounts on individual invoices.

14. Options. If RTD has included the potential for options on this purchase order, quotations should be adjusted to cover such option(s). The option quantities or periods contained in the quotation shall be evaluated in order to determine purchase order award. RTD will evaluate quotations for award purposes by adding the total proposed price for all options to the total proposed price for the initial term of the purchase order. When options have not been evaluated as part of the award, the exercise of such options will be considered “sole source” procurements.

RFQ Template Revised 05.2023

Award of a purchase order containing options shall not obligate the RTD to exercise such option(s).

15. Brand Name or Equal. If an item in this RFQ is identified as "brand name or approved equal," the purchase description reflects the characteristics and level of quality that will satisfy RTD’s needs. The salient physical, functional, or performance characteristics that "approved equal" products must meet are specified in the RFQ. To be considered for award, offers of "approved equal" products, including "approved equal" products of the brand name manufacturer, must meet the salient physical, functional, or performance characteristic specified by this RFQ;

clearly identify the item by brand name, if any, and make or model number; include descriptive literature such as illustrations, drawings, or a clear reference to previously furnished descriptive data or information available to the Contracting Officer; and clearly describe any modifications the Offeror plans to make in a product to make it conform to the RFQ requirements. The Offeror must also mark any descriptive material to clearly show such modifications. RTD will evaluate "approved equal" products on the basis of information furnished by the Offeror.] Requests for approved equals must be in writing and received by the Purchasing Agent through OpenGov during the Inquiry Period of the RFQ Schedule. 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 to or better than the Specification requirement. In addition, any test requirements in the Specifications that pertain to an item under consideration for approved equal must be submitted with the request for approved equal. Responses to requests for approved equals will be issued by Addendum per the RFQ Schedule date for responses to questions.

16. Notification to Successful and Unsuccessful Offerors. RTD will notify the successful Offeror, if any, by sending a notice of intent to award, which is subject to any required RTD approval, vial RTD’s online procurement portal. Following RTD approval, the Contracting Officer will initiate the purchase order signature process. The RTD Purchasing Agent shall notify unsuccessful Offerors in writing of exclusion from award.

17. Cost of Quotation Preparation. RTD shall not reimburse Offerors for costs incurred for preparation of quotations or required documentation.

18. Materials Submitted. All materials submitted shall become the property of RTD and will not be returned to the Offeror.

19. Confidentiality. RTD is a public entity subject to the provisions of the Colorado Open Records Act, C.R.S. § 24-72-200.1 et seq. (“CORA”), and all materials submitted with this RFQ, with the exception of trade secrets, privileged information, and confidential commercial, financial, geological, or geophysical data pursuant to C.R.S. § 24-72-204(3)(a)(IV), may become public records subject to inspection by the public at any time after the purchase order is executed.

Therefore, any confidential or proprietary information that the Offeror discloses to RTD with respect to this RFQ must be clearly designated as confidential or proprietary at the time of disclosure by the Offeror to RTD. RTD shall not disclose properly designated information unless such information is required to be disclosed by law or court order. In the event of a legal challenge to the confidentiality of records so designated by the Offeror, RTD shall make reasonable efforts to notify the Offeror prior to disclosing any such information, and in some cases may tender to the Offeror the defense of any action filed. By submitting an RFQ Submittal, the Offeror agrees

RFQ Template Revised 05.2023 to accept such tender of defense and in all cases assumes exclusive responsibility for defending its position as to the confidentiality of the requested information. RTD is not obligated to assist in such defense and cannot and does not guarantee that the confidentiality of records so designated will be upheld by a reviewing court. If the Offeror fails to submit a copy of its redacted RFQ Submittal that may be released under CORA, the Offeror acknowledges that RTD has the authority to disclose, and may disclose in its discretion, any information contained in the RFQ Submittal in response to a CORA request.

20. News Releases. RTD’s written approval is required prior to any communication with the press or any public disclosure relating to this RFQ or any subsequent awards.

21. Pre-Award Audit. RTD reserves the right to conduct a pre-award audit to verify labor rates, overhead rates, etc. should RTD determine that such an audit is required prior to negotiation or award of this purchase order.

22. Prohibited Interests. No employee of RTD or any member of its governing body shall have any personal or financial interest, direct or indirect, in this purchase order or any contract executed subsequently in connection with this purchase order during his or her tenure or for one year thereafter. No director, officer, employee, or agent of RTD shall be interested in any contract or transaction with RTD except in his or her official representative capacity.

23. Competition in Subcontracting. Proposers shall select subcontractors (including suppliers) on a competitive basis to the maximum practicable extent consistent with the objectives and requirements of any purchase order awarded.

24. Personnel Availability. By submitting its RFQ Submittal, the Offeror certifies that it and each of its subcontractors possess an adequate supply of workers qualified to perform the work specified within the purchase order schedule; that there is no existing or impending dispute between it and any labor organization; and that it is prepared to comply fully with prevailing wage requirements, minimum wages, maximum hours of work, and equal opportunity provisions contained in the purchase order Terms and Conditions.

RFQ Template Revised 05.2023

QUOTATION COST PAGE

Vendors are required to provide pricing via OpenGov

All items to be quoted as FOB: Destination

RFQ Template Revised 05.2023

Scope of Work

Regional Transportation District Custodial Cleaning Specifications

Boulder Junction at Depot Square

Scope of Work

Purpose: The purpose of this Solicitation is to request quotes from Custodial Cleaning Contractors for the cleaning of 2 RTD bus terminals, Depot Square and Boulder Junction, located at 3175 Pearl Parkway, Boulder, CO 80301. The period of this Contract shall be effective for one (1) calendar year from date awarded and shall include up to an additional four (4) Option years to be exercised at the sole discretion of the RTD. Any contract awarded under this solicitation is subject to the availability of funds.

Facilities: The facilities to be cleaned include Depot Square, which is currently open, and Boulder Junction, which is temporarily closed. The Contractor will provide 2 separate prices in their quotation, one for the cleaning of Depot Square only, and another for the cleaning of both facilities should Boulder Junction reopen.

General Requirements: The Contractor is responsible for ensuring the following general requirements are met once the Contract begins.

1. RTD is not responsible for supervising Contract employees. The Contractor shall have a Supervisor make a minimum of one site visit per shift, seven days per week to ensure Contract specifications are being met.

2. If all the Contractors employees are not fluent in English, nor proficient in reading and writing English, it is up to the Contractor to ensure a supervisor (or dedicated contact) is readily available and is multi-lingual and all MSDS and pertinent information to complete the tasks are made available to them.

3. The Contractor will provide a written or e-mailed schedule at the end of each month for the following month's schedule, noting when monthly and annual services will be performed so they can be verified by RTD along with any deficiencies that exist or are being prolonged with an explanation for such delay. When performing monthly and annual services, a call to the RTD Facilities Supervisor shall be required, announcing the time of such scheduled activity at least three days or more before being performed.

4. RTD management will perform inspections periodically. The Contractor shall be notified of any deficiencies found, and once notified, the Contractor shall correct such deficiencies within 3 hours of notification. Suspension of any work for any reason must be approved by RTD.

5. For Security, the contractor shall provide a work schedule detailing custodians assigned to each location and the hours and break times of each shift. To ensure constant coverage, custodians may not take lunches or breaks at the same time. Any time a person is off for vacation, or a substitute fills in for sick days etc., a call to the

Contractor Verification Line is to be made no less than one hour prior to that replacement outlining name and badge ID numbers.

6. RTD does not furnish parking; Contractor is responsible for their personnel's parking arrangements.

7. The Contractor shall keep a marked three ring binder containing MSDS sheets of all chemicals they are using in the main janitorial closet of the facility. Binders shall be updated immediately if utilizing a new or replacement product. Additionally, an RTD Safety/Environmental Product Evaluation Questionnaire must be completed and accompany all the MSDS sheets and sent to RTD’s Environmental Manager, for approval and file.

8. Lost and Found items are to be turned in to the Security Officer located at the facility.

9. Contractor employees shall not act as security personnel. Unusual activities must be reported to the RTD Security Officer at each location immediately. Contractor employees shall not open or unlock any building or office for anyone day or night. Any individual locked out of an office or building must be sent to the Security Officer for assistance.

10. The Contractor shall have all necessary equipment in good repair and on hand to accomplish the duties outlined in this specification. All equipment shall be industry standard commercial grade.

11. The Contractor shall be responsible for providing all consumable supplies. Consumable supplies shall include, but not be limited to: Stone Tech Revitalizer (or Approved Equal), Stone and Tile Cleaner and Protector, trash bags (7 40-gallon, low density, 0.95-1.2 mil) toilet tissue (white 2-ply, embossed), hand towels (white multifold embossed), liquid hand soap, moisturizing hand/body lotion, floor cleaner, glass cleaner, stripper, wax, stainless steel cleaner and white toilet seat liners.

12. Contractor shall supply RTD FM Manager a complete inventory of all consumable supplies used, listing type and quantity, for the previous year no later than January 15th.

13. RTD shall issue keys to the Contractor to access certain locked areas within RTD facilities. The Contractor shall be responsible for the security of all keys issued to them and any and all costs associated with lost or stolen keys. Any locks or lockers required by the Contractor for security purposes shall be the responsibility of the Contractor to procure and maintain.

14. Individual work hours (not overall gross hours) may be changed temporarily or permanently without any additional costs to accommodate RTD's requirements.

15. Cleaning refers to Commercial Industry standards for care of stainless steel, tile, porcelain, wood, fixtures, mirrors, and sanitizing of public telephones, drinking fountains, toilets, urinals, stall partitions, sinks, etc., utilizing proper cleaner, disinfectant, and sanitizers for the surface being treated. Removal of fingerprints, debris, off switch plates, door frames, knobs, handrails partitions, stainless steel, etc., Cigarette urns emptied, dusting and vacuuming of furniture, baseboards, cabinets, pictures, window ledges, etc.

16. During the annual cleaning of window blinds (see below), all blinds damaged by the contractor shall be replaced with same type and quality at no cost to RTD.

17. The Contractor shall respond within twenty-four hours to any RTD emails or voicemail requests at no additional cost to RTD.

18. The contractor shall replace any employee(s) when requested to do so by RTD.

19. Contractor employees shall always wear RTD badges while on RTD property. New employees must be badged prior to service for RTD. Badges expire December 31st each year. Contractor shall provide a current list of badged employees to be renewed by November 30th each year and upon request.

20. The Contractor shall only employ personnel that have been trained in custodial cleaning procedures and blood-borne pathogen clean up. Written verification of such training shall be provided by the Contractor to RTD by January 31st each year and upon request.

21. The Contractor shall provide a dedicated customer service representative to service RTD's account.

22. The Contractor shall supply each of his employees assigned to any RTD facility a cell phone so they can be reached by their Supervisor for emergency clean ups, etc. Contractor must also be flexible enough to accommodate such special requests.

23. Contractor shall provide additional personnel at a fixed hourly rate for special events, projects, or emergencies if so requested.

Cleaning Requirements: The Contractor shall provide all labor, materials, equipment, and supplies necessary to perform the cleaning services. The Contractor shall perform all duties necessary to ensure a clean, well-kept, and professional environment to all areas, at all times, that fall under RTD responsibility. Bus lanes and other vehicle surfaces are excluded from this specification. In addition, the Contractor shall perform the following daily services:

1. Dusting and wiping down all surfaces, including desks, chairs, counters, and windowsills.

2. Cleaning and sanitizing all restrooms; Employee and public restrooms must be kept clean, sanitized, and always supplied, with special care to be taken during peak hours.

6:00 am - 9:00 am and 4:00 pm -6:00 pm.

3. Sweeping and mopping all floors, including tile, and vacuuming carpeted areas. Tile floors throughout the common areas, offices and passenger loading/unloading platforms must be swept and mopped by hand or with a mechanical floor machine.

Apply wax or sealer as necessary to maintain a clean uniform appearance.

4. Emptying all trash and recycling containers and disposing of the contents in designated areas.

5. Cleaning and maintaining all common areas, such as break rooms, lounges, and waiting areas.

6. Cleaning and maintaining all office spaces, including vacuuming carpeted areas, dusting surfaces, and wiping down windowsills. At no time will the Contractor remove or disturb anything from a desk, cabinet, case, etc.

7. Cleaning and sanitizing all elevators (elevator cab interior cleaned and mopped), escalators, stairwells, handrails, steps, glass, remove mud, and clean any major spills.

8. Spot cleaning and sanitizing all windows, mirrors, and glass surfaces as needed.

9. Cleaning and sanitizing all dining areas, including wiping down tables, chairs, and counters.

10. Cleaning and sanitizing all vending machines and dispensers.

11. All graffiti is to be removed upon discovery with proper remover or procedure for the surface being treated.

The Contractor shall perform the following service on a weekly basis: Clean all glass to include but not limited to the glass above the main entry doors, interior and exterior and the glass in the patron boarding area.

The Contractor shall perform the following annual services:

1. Dust and clean all interior high ledges on glass atriums, schedule boards, signs, displays, supply diffusers and air returns.

2. All window blinds shall be removed, professionally cleaned and reinstalled.

3. The tile grout will be cleaned and sealed with a tile grout sealer approved by RTD.

4. Professionally shampooing all carpeted areas using professional extraction equipment following industry standards.

Timing: The Contractor shall provide for both facilities when both facilities are fully open, at least one qualified and trained custodian during the following hours: 6:00 am - 2:30 pm and 4:00 pm - 8:00 pm Monday thru Friday, excluding weekends and holidays. If Boulder Junction remains closed the number of hours are reduced to a single custodian 8 hours daily.

Price Estimates: The Contractor will provide 2 separate prices in their quotation, one for the cleaning of Depot Square only, and another for the cleaning of both facilities should Boulder Junction reopen. The price estimates shall be all-inclusive, covering all labor, materials, equipment, and supplies necessary to perform the cleaning services. The winning Contractor must acknowledge that the Contract can be adjusted to incorporate both locations at any point in time depending on the reopening of Boulder Junction. RTD will provide at least 2 weeks advanced warning to the Contractor in the event of Boulder Junction reopening. The price will then be adjusted accordingly to accommodate the reopening of Boulder Junction, if and when this happens during the course of this Contract.

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RFQ Template Revised 05.2023

REGIONAL TRANSPORTATION DISTRICT

FIXED PRICE PURCHASE ORDER FOR GOODS AND/OR SERVICES

GENERAL TERMS AND CONDITIONS

1. INSTRUCTIONS TO CONTRACTOR. Contractor shall include RTD’s purchase order number on invoices, packing lists, bills of lading, packages, containers, and correspondence processed under this order. A packing list shall accompany each shipment of goods and, if such shipment completes the purchase order, shall show there: “This shipment completes this order.” RTD will not pay Contractor costs incurred for boxing, crating, shipping insurance, handling, banding, etc., unless previously agreed upon and indicated on the original purchase order.

Goods shall be packaged to ensure safe arrival at destination; goods not properly packed may be rejected by RTD.

2. CONTRACTOR’S ACCEPTANCE. This purchase order constitutes an offer by RTD to Contractor to purchase the goods or services covered by the purchase order. In the event of any inconsistency or conflict among these terms and conditions and other documents, the following order of precedence shall apply: (a) these terms and conditions; (b) terms written on the face of or otherwise referenced in the purchase order; and (c) any related purchase or service agreement for which the purchase order form is an attachment. Upon acceptance of this purchase order, shipment of goods or commencement of services, Contractor shall be bound by the provisions of this purchase order, including all provisions set forth in the purchase order whether or not Contractor signs or otherwise acknowledges this purchase order, unless Contractor objects to any specific provisions in a writing delivered to RTD reasonably prior to shipping goods or commencing services.

3. PAYMENTS. Invoices, whether for goods or services, shall be submitted to RTD and shall contain the following information: Contractor’s Legal Name, Purchase Order Number, Total Purchase Order Amount, Item Number, Description of Goods/Services, Quantity, Unit, Unit Price, and Total Amount Due. Submit invoices to: AP.Department@rtd-denver.com Unless otherwise specified, payment will be made on partial deliveries accepted by RTD when the amount due on such deliveries so warrants. Service rates set forth in the purchase order include all profit, wages, salaries, overhead, taxes and other costs and expenses. RTD shall make no payment for work performed at overtime or premium rates unless such work is expressly authorized by RTD.

4. DISCOUNTS. If a prompt payment discount is negotiated, its terms will be specifically identified in the purchase order. For purposes of earning such discount, payment shall be deemed tendered as of the date such payment is placed in the U.S. Mail.

5. TAX EXEMPTION. RTD is a political subdivision of the State of Colorado and is exempt from federal excise tax under 26 U.S.C.A. § 4221-4222 (2002). RTD is exempt from Colorado state sales and state-collected sales taxes (Colorado State: 98-00688). RTD is also exempt from any local sales and use tax levied by a home rule city that specifically exempts political subdivisions from payment of such sales and use taxes.

6. DELIVERY, INSPECTION, AND ACCEPTANCE. Time is of the essence in the performance of this purchase order. Delivery of goods shall be FOB destination, unless otherwise specified on the purchase order. Inspection and acceptance by RTD will be at shipping destination, unless otherwise provided. Risk of loss shall remain with Contractor until tender of delivery, installation (if applicable), and acceptance of goods by RTD. Where RTD rightfully rejects or revokes acceptance of goods, in accordance with Article 7, the risk of loss shall be deemed to mailto:AP.Department@rtd-denver.com

RFQ Template Revised 05.2023 have remained continuously with Contractor from the beginning. When goods are delivered, certificates or releases signed by representatives of RTD are understood to be a simple acknowledgement of receipt of goods and do not constitute acceptance by RTD of the condition of the materials in whole or in part. RTD reserves the right to return goods delivered in advance of any prescribed delivery schedule.

7. NONCONFORMING GOODS. If the goods ordered fail to conform to the requirements of this purchase order, RTD shall have the right to reject such goods. Goods that have been delivered and rejected may be returned to Contractor for replacement, correction, reimbursement, or credit as RTD may direct; any rejected goods are at Contractor’s risk and expense. Packaging and handling expenses and applicable transportation costs incidental to returned or rejected goods shall be payable by Contractor. Upon non-acceptance, repudiation or rejection of any goods, RTD shall not be liable for any profit Contractor would have made, nor for incidental damages. If, after notice of rejection, Contractor fails to promptly replace or correct such rejected items, such items may be replaced or corrected by RTD at the expense of Contractor.

8. VARIATION IN QUANTITY. No variation in the quantity of any item called for by the purchase order will be accepted unless such variation has been caused by conditions of loading, shipping, packing, or allowances in manufacturing processes, and then only to the extent, if any, specified elsewhere in this purchase order. Variations in quantity not meeting these criteria may render the tender of delivery nonconforming.

9. BRAND NAME OR EQUAL. If an item is identified as "brand name or approved equal" in this purchase order, the purchase description reflects the characteristics and level of quality that will satisfy RTD’s needs. The salient physical, functional, or performance characteristics that "approved equal" products must meet are specified in the purchase order. Unless RTD has clearly indicated in writing that an "equal" product has been approved, and is identified by brand name, if any, and make or model number, the Contractor shall provide the brand name product referenced in the purchase order.

10. NEW MATERIAL. Unless this purchase order specifies otherwise, the Contractor represents that the goods and components, including any former RTD property identified, are new, including recycled (not used or reconditioned), and are not of such age or so deteriorated as to impair their usefulness or safety. If the Contractor believes that furnishing used or reconditioned goods or components will be in RTD's interest, the Contractor shall notify the Contracting Officer in writing. The Contractor's notice shall include the reasons for the request along with a proposal for any cost-savings to RTD if RTD authorizes the use of used or reconditioned goods or components.

11. WARRANTY. Contractor expressly warrants that all goods and services covered by this purchase order shall conform to the Specifications, drawings, samples or other description upon which this purchase order is based; conform to commercially reasonable standards; are fit and sufficient for the purposes intended; are merchantable; are of good material and workmanship and free from defects; and are free of any claim of any third party. RTD’s inspection and acceptance or use of the goods or services furnished under this purchase order shall not affect the Contractor’s obligation under these warranties, and such warranties shall survive RTD’s inspection and acceptance and use. Any inspection, acceptance or payment for goods and services by RTD shall not constitute a waiver by RTD of any warranties. These warranties shall run to RTD, its successors, and assigns.

RFQ Template Revised 05.2023

12. CONTRACTOR REPRESENTATION. Contractor represents and warrants that it has sufficiently informed itself in all matters affecting the performance of the work or the furnishing of the labor, services, goods, supplies, material or equipment as specified in the purchase order. All goods and services supplied shall conform to commercially reasonable standards. All personnel assigned by Contractor to perform services to be furnished under this purchase order shall be capable, skilled, qualified and competent to perform such services. RTD may require Contractor to remove from RTD property or from the work under this purchase order any employee, agent, or representative of Contractor or any of its subcontractors that RTD deems incompetent, careless, or negligent. Contractor further represents and warrants that the prices stated in this purchase order are a complete and correct statement of Contractor’s prices for furnishing the goods and services required by this purchase order and are not less favorable than those currently extended to any other customer for the same or like goods or services in equal or smaller amounts

13. HAZARDOUS MATERIALS. If goods purchased under this purchase order contain hazardous materials or are themselves hazardous, Contractor represents and warrants that Contractor understands the nature of any hazards associated with the manufacture, handling and transportation of such hazardous materials. Contractor is required to provide a Manufacturer’s Safety Data Sheet on all hazardous materials supplied.

14. PROMPT PAYMENT OF SUBCONTRACTORS. The Contractor agrees that (i) it shall pay its subcontractor(s) any undisputed amounts for the satisfactory performance of their work within seven days of the Contractor’s receipt of payment from RTD for such work; (ii) within 30 days after a subcontractor’s work has been satisfactorily completed and accepted by RTD’s Project Manager or by the Contractor, whichever is earlier, the Contractor shall make full payment to the subcontractor of any retainage the Contractor has kept related to such subcontractor’s work, unless a claim is filed against the subcontractor related to such work;

(iii) failure to comply with the above may give RTD just cause to impose one or more of the following penalties, until the required payment(s) to the Contractor’s subcontractor(s) is satisfied, unless RTD has given prior written approval to the Contractor for the delay or postponement of payment(s): (1) withhold payments to the Contractor; (2) assess sanctions against the Contractor; (3) assess the subcontractor’s indirect or consequential damages against the Contractor; (4) disqualify the Contractor from future bidding on RTD contracts as non-responsible; (5) enforce the payment bond against the Contractor; (6) pay the subcontractor(s) directly and deduct this amount from any retainage owed to the Contractor;

(7) provide notice of default to the Contractor, stating the potential for termination or suspension of the Contract, in whole or in part; (8) issue a stop-work order until the subcontractor(s) is paid, which order shall constitute an unauthorized delay under the Contract that could result in liquidated damages against the Contractor; and (iv) it shall ensure that tiered subcontractors comply with this section and that they insert provisions (i) and (ii) of this section into all lower-tiered subcontractor agreements. Unless approved by RTD, the Contractor’s failure to comply with this section is a material breach of the purchase order.

15. HOLD HARMLESS. Contractor agrees to indemnify, defend, and hold harmless RTD from and against all suits, claims, demands, and liabilities, including attorneys’ fees, based upon any alleged damage to property or any alleged injury to persons (including death) that may occur or be alleged to have occurred by or on account of any act or omission on the part of

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Contractor, its subcontractors, or any of Contractor’s or its subcontractors’ servants, employees, or agents.

16. INSURANCE. (This Article applies if and to the extent that Contractor’s duties under this purchase order require or contemplate performance of services by Contractor’s employees, or persons under contract to Contractor, to be done on property under ownership, possession, or control of RTD.) Contractor shall maintain insurance coverages as specified in the RFQ or purchase order, if any, and shall provide proof of such coverage to RTD. If no coverages are specified in the RFQ or purchase order, Contractor shall maintain all necessary insurance coverages for the work to be provided under the purchase order, including comprehensive general liability and statutory workers' compensation insurance.

17. COLORADO GOVERNMENTAL IMMUNITY ACT. Notwithstanding any other provision of this purchase order, no term or condition of this purchase order shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10- 101, et seq., as amended.

18. NOTICE OF CLAIM OR ACTION FILED. The Contractor shall give RTD through the Contracts and Procurement Manager immediate notice of any suit or action filed or prompt notice of any claim made against the Contractor arising out of the performance of this purchase order. The Contractor shall furnish immediately to the Contracts and Procurement Manager copies of all pertinent papers received by the Contractor. If the amount of the liability claimed exceeds the amount of insurance coverage required by the purchase order, the Contractor shall authorize representatives of RTD to collaborate with counsel for the insurance carrier, if any, in settling or defending such claim.

19. LAWS APPLICABLE. Contractor shall comply with all applicable local, state and federal laws, rules, and regulations, and shall obtain all permits required for any of the work to be performed under this purchase order. Contractor shall comply with Executive Order 11246, Non-Discrimination under Federal Contracts, the provisions of which are by this reference incorporated and made a part of this purchase order. Contractor shall comply with any labor agreements executed by RTD applicable to the work to be performed under this purchase order, copies of which agreements may be obtained from RTD upon written request.

Contractor shall, at RTD’s request, discharge any incompetent, dishonest, or uncooperative employee.

20. TERMINATION FOR DEFAULT. RTD’s General Manager, or his or her delegate, may, by written notice to Contractor, terminate this purchase order, in whole or in part, for failure of Contractor to comply with any of the provisions of this purchase order. In such event, Contractor shall be liable for damages, including the excess cost to RTD of procuring replacement goods or services, provided that if it is determined for any reason that Contractor was not in default or, Contractor’s failure to perform is beyond its control, fault, or negligence, the termination shall be deemed to be a termination for convenience under Article 19. In the event of termination for default, the Contractor shall be compensated solely for work satisfactorily performed prior to the effective date of termination.

21. TERMINATION FOR CONVENIENCE. RTD’s General Manager, or his or her delegate, may, by written notice to Contractor, terminate this purchase order, in whole or in part, at any time when it is in the best interest of RTD. If this purchase order is so terminated, Contractor shall be compensated solely for goods inspected, accepted and not subsequently rejected for nonconformity by RTD. If and to the extent that this purchase order is for services and is so

RFQ Template Revised 05.2023 terminated, RTD shall be liable only for payment for services rendered to the satisfaction of RTD prior to the effective date of termination. The Contractor shall have no right to recover lost profits on the balance of the work or any other measure of damages.

22. APPROPRIATIONS. All obligations of RTD under this purchase order that require funding are subject to prior annual appropriations of monies expressly made by the Board of Directors of RTD for the purposes of this purchase order. Nothing in this purchase order shall be construed by either the Contractor or RTD as a multiple fiscal year obligation as described by Article X, Section 20 of the Colorado Constitution. If funding is not appropriated by the Board of Directors, RTD may terminate or modify the purchase order as required. Additional funding to the purchase order will be accomplished by a written amendment. No legal liability on the part of RTD for any payment may arise for performance under this purchase order beyond the current funding year, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability.

23. DISPUTES. Except as otherwise provided in this purchase order and/or in any attachments to this purchase order, any dispute arising under this purchase order concerning a question of fact that is not disposed of by agreement shall be decided by RTD’s General Manager, or his or her delegate. Contractor will be notified of the decision in writing. To the extent allowable by law, any such decision shall be final, conclusive, and not subject to judicial review unless shown to be fraudulent, capricious, arbitrary, or so grossly erroneous as to imply bad faith.

24. REMEDIES. Each of the rights and remedies reserved by RTD in this purchase order shall be cumulative and additional to any other or further remedies provided in law or equity or in this purchase order. A waiver by RTD of a breach of any provision of this purchase order shall not constitute a waiver of any other breach of the same or another provision of this purchase order.

25. OFFICIALS AND EMPLOYEES NOT TO BENEFIT. No employee of RTD or any member of its governing body shall have any personal or financial interest, direct or indirect, in this purchase order, or any contract executed subsequently in connection with this purchase order, during his or her respective tenure or for one year thereafter. No director, officer, employee, or agent of RTD shall be interested in any contract or transaction with RTD except in his or her official representative capacity.

26. GRATUITIES. No gratuities (in the form of entertainment, gifts, or otherwise) may be offered to any employee of RTD or any member of its governing body with the intent to obtain favorable treatment under any contract or transaction with RTD. Upon violation of this Article, RTD may, by written notice to Contractor, terminate for default this purchase order and any other purchase order or contract that Contractor has with RTD. In addition, the Contractor may be permanently barred from participating in future purchase orders or contracts with

RTD.

27. ASSIGNMENT. Contractor shall not assign, transfer, or encumber, in whole or in part, its obligations under this purchase order or any of its rights, title or interest in the same without prior written consent of RTD.

28. LAWS GOVERNING; JURISDICTION AND VENUE. This purchase order shall be construed pursuant to the laws of the State of Colorado. Jurisdiction and venue for all disputes under this purchase order shall be in the District or County Court in Denver, Colorado.

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29. DBE/SBE UTILIZATION. Contractor shall cooperate with RTD with regard to maximum utilization of disadvantaged or small business enterprises and shall use its best efforts to ensure that disadvantaged or small business enterprises shall have the maximum practicable opportunity to compete for subcontract work, if any, under this purchase order.

30. INDEPENDENT CONTRACTOR. The relationship of Contractor to RTD shall be that of an independent contractor and nothing in this purchase order shall be construed as creating any employer/employee, agency, or other relationship of any kind with Contractor or its employees.

31. COMPLIANCE WITH LAWS. Contractor agrees that all goods and services supplied in the performance of this purchase order shall fully comply with all applicable federal, state, or local laws, rules, regulations, or ordinances. Contractor shall, if requested by RTD, supply certification and evidence of such compliance.

32. NONDISCRIMINATION. In connection with this purchase order, the Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability.

33. BACKGROUND CHECKS. Contractor shall conduct background investigations on all Contractor employees who will receive access control badges providing access to RTD facilities. Contractor shall be primarily responsible for conducting and examining such background investigations, provided that Contractor’s background investigation shall, at minimum, include a Colorado Bureau of Investigation Criminal History Check covering the previous seven years, an examination of the employee’s employment history covering the previous ten years, and, where appropriate, a complete Colorado Motor Vehicle Driver’s history. Contractor shall evaluate background information according to Contractor’s own policies and procedures; however, RTD shall not accept any Contractor employee whose background information reveals (a) conviction for any theft-related offense; (b) conviction for any sex-related offense; or (c) conviction of assault, domestic violence, or weapons offense.

Any documentation concerning the background investigations shall be maintained as confidential by the Contractor but shall be made available for inspection by RTD on three days’ notice.