Server_Room_Cooling_System_(Addendum_#1_Revision).pdf

Greater Dayton Regional

Transit Authority

Invitation For Bid

SERVER ROOM COOLING SYSTEM

CONTRACT BID NO. CIFB GD 25-35

RELEASE DATE

June 4, 2025

IFB Boiler Plate Revised 1.19.24

INVITATION FOR BID

SERVER ROOM COOLING SYSTEM

IFB No. CIFB GD 25-35

TABLE OF CONTENTS

Letter to Bidders Scope of Work Instructions to Bidders FTA Required Clauses - Construction Bid Requirements Bid Form

Attachments:

A - Sample Contract (DO NOT COMPLETE)

B - RTA General Terms and Conditions

C - RTA Construction Terms and Conditions

D - 2025-0516_WSP Server Room HVAC_SPEC_IFC

E - 2025-0516_WSP Server Room HVAC_DWG_IFC

LETTER TO BIDDERS

RELEASE DATE: Wednesday, June 4, 2025

DEAR PROSPECTIVE BIDDER:

Re: Construction Initiation for Bid (CIFB)

Server Room Cooling System

CIFB No. CIFB GD 25-35

The Greater Dayton Regional Transit Authority (RTA) is soliciting bids for Server Room

Cooling System. Your firm is invited to submit a bid.

A pre-bid conference has been scheduled for Tuesday, June 24, 2025 at 10:00 am at 4

S. Main Street, Dayton, OH 45402 - Wright Stop Plaza, Multipurpose Room. Please make arrangements to attend. You may email clarification questions to the undersigned prior to the pre-bid conference.

Public Bid Opening: Greater Dayton RTA will be hosting a public bid opening for this project at 4 S Main Street., Dayton, OH 45402. Bids will be opened on Thursday, July

10, 2025 at 10:00 am. Attendance is not required, but if you plan on attending, please arrive at least ten minutes prior to the time of the bid opening. Bids are required to be submitted via OpenGov and paper or emailed bids will not be accepted.

All bids and related documents shall be subject to a financial assistance contract between the RTA and the United States Department of Transportation under the Urban

Mass Transportation Administration Act of 1964, as amended, terms and conditions established under the Act will apply. All bidders will be required to certify they are not on the U.S. Comptroller General's Consolidated list of ineligible contractors. Manufacturers appearing on said list will be considered ineligible.

In accordance with the drawings and specifications on file at the Greater Dayton

Regional Transit Authority (RTA). Pursuant to Section 153.54 et seq. of the Ohio

Revised Code, the bidder shall submit a

Bid Guaranty in the form of either:

1. A bond for the full amount of the bid conditioned that if the bid is accepted, the bidder after the awarding or the recommendation for awarding the contract, will enter into a proper contract based upon the bid; or

2. A certified check, cashier's check, or letter of credit pursuant to Chapter 1305, Ohio Revised Code, in the amount of 10 percent of the base bid amount. If a

10% GUARANTY is submitted, provided that the bid is accepted, the bidder will, after the awarding or recommendation for awarding the contract, enter into a proper contract and indemnify the RTA against all damages suffered by failure to perform the contract by supplying a performance bond in accordance with

Section 153.54(2) et. seq. of the Ohio Revised Code for the full amount of the bid.

RTA hereby notifies all bidders that, in regard to any contract entered into pursuant to this procurement, advertisement or solicitation, disadvantaged business enterprises will be afforded full opportunity to submit bids in response and will not be subjected to discrimination on the basis of race, color, sex or national origin in consideration for an award.

DBE Participation: It is the policy of the Department of Transportation (DOT) that

DBEs, as defined in 49 CFR, parts 23 and 26, shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with federal funds under this Agreement. The DBE goal for this procurement is 3%, RTA welcomes

DBE participation.

Please Note: This procurement package and any addenda are available on OpenGov, https://procurement.opengov.com/portal/greaterdaytonrta. In order to ensure that you receive all updates and addenda, please be sure to follow this project on OpenGov.

Should you have any questions or comments concerning the procurement, please submit through the Q&A Section of the posting on OpenGov prior to the due date and time for questions.

The award for this procurement is based on the lowest responsive and responsible bidder as determined by Greater Dayton RTA. Should you have any questions or comments concerning the procurement, please submit through the

Q&A Section of the posting on OpenGov prior to the due date and time for

Questions/Inquiries.

Sincerely, Michelle Collier

Senior Purchasing Agent

SCOPE OF WORK

Scope of Work

Greater Dayton Regional Transit Authority is seeking bids for the replacement of an

HVAC unit at its Wright Stop Plaza facility. This new unit will serve the Authority’s

Server Room at this location. The project involves removing the existing unit, providing temporary temperature control, as well as plumbing and ductwork modifications. Please refer to the attached detailed specifications and drawings for more information.

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

Contract Terms

1. Contract Pricing

This is a fixed price contract. All prices offered and accepted are firm for the duration of the contract. Contractors may not change or negotiate contract prices. Except as provided in this contract, no special fees or expenses shall be charged directly to the

RTA.

2. Contract Duration

The duration or term of this contract shall be for until final receipt after project completion. RTA reserves the right to award this contract to one or more contractors.

The Greater Dayton Regional Transit Authority may extend the term of this contract by written notice to the Contractor within 30 days, provided that the RTA shall give the

Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the RTA to an extension.

3. Quantity and Delivery Requirements

There is no set quantity nor delivery schedule for this contract. Goods and/or services shall be provided as required by RTA. Awarded vendors responsible for meeting all requirements for the awarded items over the contract period. No guarantee is made or implied as to the minimum quantities that may be ordered for the duration of the contract.

INSTRUCTIONS TO BIDDERS

Greater Dayton RTA Background

History

RTA is an independent political subdivision of the State of Ohio organized pursuant to

Ohio Revised Code Section 306.30 through 306.71, inclusive, as amended.

The RTA was created on September 6, 1971, pursuant to the Revised Code, by ordinances of the Councils of the City of Dayton and the City of Oakwood. After completing the purchase of the assets of City Transit, the major privately owned public transportation system in the area, the RTA became operational on November 5, 1972.

In September 1980, after the approval in the preceding April by the voters of the County of a one-half percent sales and use tax of unlimited duration for all purposes of the RTA, the boundaries of the RTA were extended to be co extensive with the boundaries of

Montgomery County and parts of Greene County.

Governing Body

All power and authority of the RTA is vested in and exercised by its nine (9) member

Board of Trustees.

Bid Submission Instructions

The Greater Dayton Regional Transit Authority, hereinafter called "RTA", requests bids for Server Room Cooling System, hereinafter called "above-named project" or by the specific project name, under the following requirements and conditions, which shall be considered an essential part of the contract documents.

1. Submission and Modification

Submissions are due electronically by 10:00 am, Dayton (Eastern) time on Thursday, July 10, 2025, through OpenGov. Any submission received after the exact date and time specified will not be considered.

Submissions may be modified online through OpenGov prior to the due date and time by unsubmitting a bid or proposal and making modifications and then re-submitting.

In addition, any costs incurred while preparing a bid or proposal submission, including site visits, will not be reimbursed by RTA.

If Bonding requirements are being met via a certified check made out to "Greater

Dayton Regional Transit Authority", please mail the certified check to 4 S Main Street, Dayton, OH 45402.

2. Requests for Clarification

All requests for clarifications or changes must be submitted through the Q&A Section of the project on OpenGov prior to the stated due time and date.

Any new or relevant information given to any one contractor will be furnished to all contractors as addenda to this procurement.

3. Administration of Sealed Bids

1. Sealed bids shall be submitted through the appropriate project in the official

Greater Dayton RTA OpenGov site prior to the advertised due date and time. At which time the bids will be publicly opened at 4 S Main St., Dayton, OH 45402 in the 8th floor conference room. Any bid received after the time referred to will not be considered. Any bid received and opened may not be withdrawn by the bidder for sixty (60) days from the date on which the bids were opened.

2. Because bids and offers can at times be ambiguous, the RTA reserves the right to request additional information before making an award. The RTA also reserves the right to seek clarification from any bidder or offeror about any statement in its bid or proposal that the RTA finds ambiguous.

3. The RTA reserves the right, as the interests of the RTA may require, to postpone, accept or reject all bids and to waive defects or irregularities in bids received and to award a contract(s) in the best interest of the RTA.

4. In determining the successful bidder, consideration will be given to the price, the experience of the bidder, responsibility of the bidder including financial responsibility, responsiveness to these specifications, and the bidder's record as an equal opportunity employer.

5. All bids submitted are subject to instructions and general conditions, and any special conditions and specifications contained herein, all of which are made a part of this bid by reference and constitute the contract documents and shall become a part of any agreement and/or purchase order between the RTA and the successful bidder.

4. Contract Award

Contract awards are based on the lowest responsive and responsible bidder as determined by the Greater Dayton Regional Transit Authority (RTA). The RTA reserves the right, as the interests of the RTA may require, to postpone, accept or reject all bids and to waive defects or irregularities in the bids received. In awarding a contract(s), the

RTA reserves the right to consider all elements entering the determination of the responsibility of the bidder. Any bid which is incomplete, conditional, obscure, or which contains additions not called for or irregularities of any kind, may be cause for rejection of the bid.

Contract(s) for the purchase of goods and/or services will be awarded within sixty (60) calendar days from the date upon which bids were opened to the lowest bidder the RTA deems responsive and responsible. The successful bidder will be required to execute the attached contract within five (5) calendar days after notification of award.

In the event a single bid is received, the RTA will conduct a price and/or cost analysis of the bid. Price analysis is the process of examining and evaluating a price submitted without examining in detail the separate cost elements and the profit included in the cost bid. It should be recognized that a price analysis through comparison to other similar procurements must be based on an established or competitive price of the elements used in the comparison. The comparison must be made to a purchase of similar quantities and involving similar specifications. Where a difference exists, a detailed analysis must be made of this difference and costs associated thereto. RTA has the right to enter into a negotiated procurement should only a single bid be received. Where it is impossible to obtain a valid price analysis, it may be necessary for the RTA to conduct a cost analysis of the bid price.

5. Funding

The proposed contract shall be funded in part from the Federal Transit Administration

(FTA) and the Ohio Department of Transportation (ODOT). Each vendor shall examine all contract documents noting particularly all requirements, which will affect the contractor's work.

6. Specified Material and "Approved Equals"

1. Contractors shall furnish with their submission, as an integral part thereof, complete descriptions and specifications of the product they propose to furnish.

When the descriptions and specifications of the product meet the description and specifications provided in the solicitation document, no additional submission is required.

2. Where brand names or specific items or processes are used in the specifications, consider the term "or approved equal" to follow. However, a request for approval for any proposed substitution as an equal must be submitted in writing.

3. For all items listed and which are described or defined by dimensions or another measure of physical characteristics or performance, it is understood that such information indicates the character of the required items and so strict interpretations with respect to nonessential details shall not be made as to limit competition among manufacturers of substantially equivalent items.

A. Whenever this specification defines the material or article required by using a proprietary product or of a manufacturer or vendor, rather than by using descriptive detail of substance and function, the term "or equal" always is understood to follow immediately the name of the make, vendor or proprietary product. An item of material shall be considered equal to the item so named in the specifications if: (1) it is at least equal in quality, durability, appearance, strength, and design; (2) it will perform at least equally the function imposed by the general design for the material or equipment being purchased; and (3) it conforms substantially, even with deviations, to the detailed requirements for the item in this specification.

B. Whenever in this specification the names of one or more manufacturers are mentioned as indicating that their product will comply with a particular specification or where specific trade names are mentioned, it is not intended to exclude products of other manufacturers whose names or symbols have not been provided, only however, that such products conform to the detailed requirements for the item as indicated in the specifications.

4. Bidders and Proposers shall be responsible for providing the RTA with information in the latest applicable revision of any part or process specifically called for in the specifications for consideration.

5. Only standard parts of units that conform in material, design, and workmanship to the best procedure known in the industry shall be used. No reconditioned or obsolete parts shall be used. All parts shall be identical and interchangeable in its class. All manufactured articles, material, and equipment shall be applied, installed, connected, erected, used, cleaned, adjusted and conditioned as directed by the manufacturer unless herein specified to the contrary.

7. Requesting an Approved Equal

To request an approved equal, contact Michelle Collier at mcollier@greaterdaytonrta.org prior to the final date for questions and clarifications which is Tuesday, July 1, 2025. Any request for approved equal must include a formal product sheet that lists all relevant specifications that are included in the scope of work of this project. If there are required specifications that are not addressed or the proposed equal has insufficient specifications, the proposed equal will not be approved.

8. Protest Procedures

RTA will hear and consider a sustainable protest regarding its procurement actions in accordance with the below procedures. Due to the significantly limited role of FTA in protests, it is anticipated that the majority of all protests will be evaluated, and the final decision rendered by RTA. RTA intends to provide a thorough review of all sustainable protests. The RTA's primary concern is the timely procurement of needed capital equipment, supplies, or services. Therefore, it does not intend to allow the filing of bid or proposal protests to unnecessarily delay the procurement process.

DEFINITIONS

1. Protest: A protest is a written objection by a potentially interested party to a solicitation or award of a contract over the small purchase threshold. An interested party must be an actual or prospective bidder or proposer whose direct economic interest would be affected by the award or failure to award the applicable contract in accordance with FTA Circular 4220.1.

2. Pre-Submission: A written objection is made during the solicitation phase and is received before the bid opening or proposal due date.

3. Pre-Award: A written objection is made before an award and is received after the bid opening or proposal due date, but before award of the contract.

4. Post-Award: A written objection made by an unsuccessful offeror and received after the Board approves award of the contract.

SUBMITTAL PROCESS

1. Before Protest

The contractor should contact or make an appointment with the solicitation’s procurement representative to resolve any issues.

2. Filing a Protest

Protests may be filed during the following:

A. Solicitation phase must be submitted no later than five (5) business days before the closing of said solicitation. If the protester fails to meet this deadline, protests based on those solicitation issues may not be allowed.

B. Pre-award must be received no later than five (5) business days after the bid opening or proposal due date.

C. Post-award must be received at least five (5) business days after the Board approves contract award.

3. Protest Submittals

Protest shall include, at a minimum:

A. The name and address of the protesting party and its relationship to the procurement are sufficient to establish that an interested party is filing the protest.

B. Identity of the contact person for the protester, including name, title, address, telephone, fax, and e-mail addresses. If the contact point is a third party representing the protester, the same information must be provided, plus a statement defining the relationship between the protester and the third party.

C. The name and number of the solicitation or contract.

D. A description of the nature of the protest, referencing the portion(s) of the solicitation involved.

E. Identification of the provision(s) of any law, regulation, or other governance upon which the protest is based.

F. A complete discussion of the basis for the protest, including all supporting facts, documents, or data.

G. A statement of the specific relief requested.

H. State if an informal conference is wanted to discuss the protest with RTA.

I. Submit the protest in writing by certified mail or another delivery method by which receipt can be verified and address it to:

Director of Procurement

Greater Dayton Regional Transit Authority

4 S. Main StreetDayton, OH 45402

4. Protest Determination

A. Director of Procurement or designee will review the protest submittal to determine if sustainable.

B. If not sustainable, the protester will be notified in writing within ten (10) business days of receipt of the protest.

C. If sustainable and an informal conference is requested, the protester will be notified in writing of the location and time within three (3) business days of such notice.

D. A decision will be made in writing and sent to the protester within ten (10) business days after receipt of the protest. Such a decision is final.

5. Request for Reconsideration

A. The protester shall deliver the request to the Chief Executive Officer (CEO) with a copy to the Director of Procurement within five (5) business days of receipt of the initial decision. The request shall state the reason(s) why the decision should be reconsidered and any information to support such a position.

B. The CEO shall review and decide on the request for reconsideration and issue a written decision to the protester within ten (10) business days of receipt of the request. Such a decision is final.

9. Confidentiality of Proposals

The RTA will be exempt from disclosure of proprietary information, trade secrets, and confidential commercial and financial information submitted. Any such proprietary information or confidential commercial or financial information that the contractor believes should be exempted from disclosure shall be specifically identified and marked as such. Blanket type identification by designating whole pages or sections as containing proprietary information, trade secrets, or confidential commercial or financial information will not assure confidentiality. The specific proprietary information, trade secrets, or confidential commercial and financial information must be clearly identified as such.

10. Trade Secret Notification

Under Ohio Law, a bid or proposal document may be a public record unless it meets an exception under the Public Records Law. One such exception is trade secrets and are treated with confidentiality. However, the contractor must notify the RTA in all of their submitted documents as to which portions of their submission constitute trade secrets and are to be treated as confidential. It is the responsibility of the submitting party to mark those parts of the submission which you wish to have treated as confidential.

While this does not assure that these portions of the document will constitute a trade secret and be exempt from public records requests under Ohio Law, in the absence of notice from you to us that those documents are to be treated as trade secrets and to be held confidential, they will be made available to the public upon a public records request unless another exception applies to exempt them from disclosure.

11. Bid Security

As security for the acceptance of a contract, each bid must be accompanied by a certified check, cashier's check, or bid bond in the amount of 10% of the total bid amount drawn payable to the Greater Dayton Regional Transit Authority (RTA). Such bid deposits of all bidders will be held by RTA until all bids submitted have been canvassed and the bids have either been rejected or the contract has been awarded. The bid deposit of the successful bidder will be held until the contract is duly executed. Bid deposits will be returned to the unsuccessful bidder(s) as soon as possible after award of the contract. The successful bidder under this bid shall execute a contract with the RTA, or its authorized representative, within ten (10) calendar days after notification of the award. If the successful bidder with whom the contract shall have been awarded refuses to execute the contract within ten (10) calendar days after notification of award of the contract, the amount of the bid deposit shall be forfeited to and retained by RTA as liquidated damages for such neglect or refusal.

12. Performance Bond

The successful bidder shall furnish, at its own expense, a performance bond in the percentage/amount stipulated on the Bid Form within ten (10) calendar days after notification of award, as a guarantee of good faith on behalf of the contractor that the terms of the specifications will be complied with in every particular. The performance bond shall, on its face, reference the date(s) of the contract period and the material, equipment or service covered by the contract. This bond shall be guaranteed by a surety company licensed to do business in the State of Ohio. The performance bond shall be conditioned on the complete performance of the contract, in accordance with the Ohio Revised Code Section 306.43. The RTA will not agree to release the surety on a performance bond until at least sixty (60) days after the acceptance of the above-named project, to be provided under the contract, and the RTA reserves the right to require the surety to remain bound thereafter to the extent that the RTA may reasonably deem it necessary to do so to protect itself from the possibility of defective goods and/or services.

Terms & Conditions

The Greater Dayton RTA's General Terms and Conditions and Construction Terms and

Conditions are attached to this solicitation as Attachments B and C respectively.

FTA REQUIRED CLAUSES - CONSTRUCTION

No Federal Government Obligation to Third Parties

The RTA and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation of this Contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to the RTA, Contractor or any other party (whether or not a party to that Contract) pertaining to any matter resulting from the Contract. Contractor shall include the above clause in each subcontract financed in whole or in part with Federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

Incorporation of FTA Terms

The preceding provisions include, in part, certain Standard Terms and Conditions required by the U.S. Department of Transportation (DOT), whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, and are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in the contract.

Contractor shall not perform any act, fail to perform any act, or refuse to comply with any requests of the RTA that would cause the RTA to be in violation of the FTA terms and conditions. Contractor shall include this clause in each subcontract financed in whole or in part with Federal assistance provided by the FTA.

Program Fraud & False Statements or Related Acts

Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program

Fraud Civil Remedies," 49 CFR part 31, apply to its actions pertaining to this Project.

Upon execution of the Contract, Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the Contract or the FTA-assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of

1986 on Contractor to the extent the Federal Government deems appropriate.

Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with

Federal assistance originally awarded by FTA under the authority of 49 U.S.C. chapter

53, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and

49 U.S.C. § 5323(l) on Contractor, to the extent the Federal Government deems appropriate.

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

Access To Records, Reports, & Sites

Record Retention. Contractor shall retain and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, sub-agreements, leases, subcontracts, arrangements, other third-party agreements of any type, and supporting materials related to those records.

Retention Period. Contractor shall comply with the record retention requirements in accordance with 2 CFR § 200.333. Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at least three (3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto.

Access to Records. Contractor shall provide sufficient access to the U.S. Secretary of

Transportation, the Comptroller General of the United States, FTA, the RTA, and their duly authorized representatives to inspect and audit records and information related to performance of this contract as reasonably may be required.

Access to the Sites of Performance. Contractor shall permit FTA, the RTA, and their duly authorized representatives' access to the sites of performance under this Contract as reasonably may be required.

Federal Changes

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

Contract.

Civil Rights

Contractor must prohibit: (a) discrimination based on race, color, religion, national origin, sex (including sexual orientation and gender identity), disability, or age; (b) exclusion from participation in employment or a business opportunity for reasons identified in 49 U.S.C. § 5332; (c) denial of program benefits in employment or a business opportunity identified in 49 U.S.C. § 5332; and (d) discrimination identified in

49 U.S.C. § 5332, including discrimination in employment or a business opportunity identified in 49 U.S.C. § 5332.

Contractor must follow the most recent edition of FTA Circular 4702.1, “Title VI

Requirements and Guidelines for Federal Transit Administration Recipients,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance.

However, FTA does not require an Indian Tribe to comply with FTA program specific guidelines for Title VI when administering its agreement supported with federal assistance under the Tribal Transit Program.

Contractor must comply with: (a) Title VI of the Civil Rights Act of 1964, as amended, 42

U.S.C. § 2000d, et seq.; (b) U.S. DOT regulations, “Nondiscrimination in Federally-

Assisted Programs of the Department of Transportation – Effectuation of Title VI of the

Civil Rights Act of 1964,” 49 CFR Part 21; and (c) Federal transit law, specifically 49

U.S.C. § 5332; and

Contractor must follow: (a) the most recent edition of FTA Circular 4702.1, “Title VI

Requirements and Guidelines for Federal Transit Administration Recipients,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance;

(b) U.S. DOJ, “Guidelines for the enforcement of Title VI, Civil Rights Act of 1964,” 28

C.F.R. § 50.3; and (c) all other applicable federal guidance that may be issued.

Equal Employment Opportunity

1. Federal Requirements and Guidance. Contractor must prohibit discrimination based on race, color, religion, sex, sexual orientation, gender identity, or national origin. Contractor must also comply with: (a) Title VII of the Civil Rights Act of

1964, as amended, 42 U.S.C. § 2000e, et seq.; (b) Title I of the Americans with

Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101, et seq.; (c) Executive

Order No. 11246, “Equal Employment Opportunity” September 24, 1965 (42

U.S.C. § 2000e note), as amended by any later Executive Order that amends or supersedes it in part and is applicable to federal assistance programs; (d) federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this Master

Agreement; and (e) FTA Circular 4704.1 “Equal Employment Opportunity (EEO)

Requirements and Guidelines for Federal Transit Administration Recipients.”

Further, Contractor must follow other federal guidance pertaining to EEO laws, regulations, and requirements.

2. Affirmative Action. If required to do so by U.S. DOT regulations (49 CFR Part 21) or U.S. Department of Labor regulations (41 C.F.R. chapter 60), Contractor must take affirmative action that includes but is not limited to: (a) recruitment advertising, recruitment, and employment; (b) rates of pay and other forms of compensation; (c) selection for training, including apprenticeship, and upgrading;

and (d) transfers, demotions, layoffs, and terminations.

3. Indian Tribe. Contractor recognizes that Title VII of the Civil Rights Act of 1964, as amended, exempts Indian Tribes under the definition of “Employer.”

4. Equal Employment Opportunity for Construction Activities. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of

“federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 C.F.R. § 60-1.4(b), in accordance with Executive Order No. 11246, “Equal Employment Opportunity,” 42 U.S.C. §

2000e note (30 Fed. Reg. 12319, 12935, 3 C.F.R. 1964–1965 Comp., p. 339), as amended by Executive Order No. 11375, “Amending Executive Order No. 11246

Relating to Equal Employment Opportunity,” (32 Fed. Reg. 14,303) and implementing regulations at 41 CFR Part 60, “Office of Federal Contract

Compliance Programs, Equal Employment Opportunity, Department of Labor.”

Free Speech & Religious Liberty

All Federal funding must be expended in full accordance with the U.S. Constitution, Federal Law, and statutory and public policy requirements, including but not limited to those prohibiting discrimination and protecting free speech, religious liberty, public welfare, and the environment.

Disadvantaged Business Enterprises Requirements

It is the policy of the RTA and the United States Department of Transportation (“DOT”) that Disadvantaged Business Enterprises (“DBE’s”), as defined herein and in the

Federal regulations published at 49 C.F.R. part 26, shall have an equal opportunity to participate in DOT-assisted contracts.

The contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 C.F.R. part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the RTA deems appropriate, which may include, but is not limited to:

• Withholding monthly progress payments;

• Assessing sanctions;

• Liquidated damages; and/or

• Disqualifying the contractor from future bidding as non-responsible. 49 C.F.R. §

26.13(b).

Prime contractors are required to pay subcontractors for satisfactory performance of their contracts no later than 30 days from receipt of each payment the RTA makes to the prime contractor. 49 C.F.R. § 26.29(a).

Finally, for contracts with defined DBE contract goals, the contractor shall utilize the specific DBEs listed unless the contractor obtains the RTA’s written consent; and that, unless the RTA’s consent is provided, the contractor shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE. 49

C.F.R. § 26.53(f) (1).

Prompt Payment

The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor’s receipt of payment for that work. In addition, the contractor is required to return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed.

The contractor must promptly notify the RTA, whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of RTA.

Energy Conservation

Contractor shall comply with mandatory standards and policies relating to energy efficiency, which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. §§ 6321 et seq.).

Safe Operations of Motor Vehicles

Seat Belt Use. Contractor is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company- rented vehicles, or personally operated vehicles. The terms

“company-owned” and “company-leased” refer to vehicles owned or leased either by

Contractor or RTA.

Distracted Driving. Contractor shall adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the work performed under this

Contract.

Subcontracts. Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts that exceed the micro-purchase threshold, as defined in

Federal Acquisition Regulation 2.101 on the date of subcontract award.

Contractor Policies to Ban Text Messaging While Driving

Definitions. As used in this clause: (1) "driving" means operating a motor vehicle on an active roadway with the motor running, including while temporarily stationary because of traffic, a traffic light, stop sign, or otherwise (note: "driving" does not include operating a motor vehicle with or without the motor running when one has pulled over to the side of, or off, an active roadway and has halted in a location where one can safely remain stationary); and (2) “text messaging” means reading from or entering data into any handheld or other electronic device, including for the purpose of short message service texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication (note: “text messaging” does not include glancing at or listening to a navigational device that is secured in a commercially designed holder affixed to the vehicle, provided that the destination and route are programmed into the device either before driving or while stopped in a location off the roadway where it is safe and legal to park).

Executive Order. This clause implements Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving, dated October 1, 2009. Contractor is encouraged to adopt and enforce policies that ban text messaging while driving company-owned/rented vehicles, Government-owned vehicles, and privately-owned vehicles when on official Government business or when performing any work for or on behalf of the Government. Contractor is also encouraged to conduct initiatives in a manner commensurate with the size of the business, such as: (1) establishment of new rules and programs or reevaluation of existing programs to prohibit text messaging while driving; and (2) education, awareness, and other outreach to employees about the safety risks associated with texting while driving.

Subcontracts. Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts that exceed the $10,000

Prohibited Telecommunications/Surveillance Services/Equipment.

The RTA is prohibited from obligating or expending loan or grant funds to: procure or obtain, extend or renew a contract to procure or obtain, or enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system.

Contractor shall not provide covered telecommunications equipment or services in the performance of the Contract. As described in Public Law 115-232, section 889, covered telecommunications equipment is: (A) telecommunications equipment produced by

Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); (B) video surveillance and telecommunications equipment produced by

Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes; (C) Telecommunications or video surveillance services provided by such entities or using such equipment; and

(D) telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Trafficking In Persons

Contractor and its subcontractors or their employees shall not: (A) engage in severe forms of trafficking in persons during the Contract Term; (B) procure a commercial sex act during the Contract Term; or (C) use forced labor in the performance of the

Contract. Contractor shall inform RTA immediately of any information Contractor receives from any source alleging a violation of a prohibition in this section. RTA may terminate this Contract for any violation of this section; such right of termination is in addition to all other remedies for noncompliance that are available to the RTA.

Termination

The termination rights under this Contract are in addition to, and in no way limit, the

Federal Government’s right to terminate as described in 2 CFR § 200.340.

Termination for Convenience

RTA may terminate this contract, in whole or in part, at any time by written notice to the

Contractor when it is in RTA’s best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to RTA to be paid the Contractor. If the Contractor has any property in its possession belonging to

RTA, the Contractor will account for the same and dispose of it in the manner RTA directs.

Termination for Default

If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will ensure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provision of this contract, RTA may terminate this contract for default. The RTA shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the RTA may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The

Contractor and its sureties shall be liable for any damage to the RTA resulting from the

Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the RTA in completing the work.

The Contractor's right to proceed shall not be terminated nor shall the Contractor be charged with damages under this clause if:

1. The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of RTA, acts of another contractor in the performance of a contract with RTA, epidemics, quarantine restrictions, strikes, freight embargoes; and

2. The Contractor, within [10] days from the beginning of any delay, notifies RTA in writing of the causes of delay. If, in the judgment of RTA, the delay is excusable, the time for completing the work shall be extended. The judgment of RTA shall be final and conclusive for the parties, but subject to appeal under the Disputes clause(s) of this contract.

3. If, after termination of the Contractor's right to proceed, it is determined that the

Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of RTA.

Opportunity to Cure

The RTA, in its sole discretion may, in the case of a termination for breach or default, allow the Contractor ten (10) business days in which to cure the defect. In such case, the Notice of Termination will state the time period in which cure is permitted and other appropriate conditions.

If Contractor fails to remedy to RTA's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within ten (10) business days after receipt by Contractor of written notice from RTA setting forth the nature of said breach or default, RTA shall have the right to terminate the contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude RTA from also pursuing all available remedies against Contractor and its sureties for said breach or default.

Waiver of Remedies for any Breach

In the event that RTA elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this contract, such waiver by RTA shall not limit RTA’s remedies for any succeeding breach of that or of any other covenant, term, or condition of this contract.

American With Disabilities Act (ADA)

The contractor agrees to comply with all applicable requirements of section 504 of the

Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination on the basis of handicaps, with the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. §§ 12101 et seq., which requires that accessible facilities and services be made available to persons with disabilities, including any subsequent amendments to that Act, and with the Architectural Barriers act of 1968, as amended, 42 U.S.C. §§ 4151 et seq., which requires that buildings and public accommodations be accessible to persons with disabilities, including any subsequent amendments to that

Act. In addition, the contractor agrees to comply with any and all applicable requirements issued by the FTA, DOT, DOJ, U.S. GSA, U.S. EEOC, U.S. FCC, any subsequent amendments thereto and any other nondiscrimination statute(s) that may apply to the Project.

Notification to FTA

If a current or prospective legal matter that may affect the Federal Government emerges, Contractor must promptly notify the RTA, which must then promptly notify the

FTA Chief Counsel and FTA Regional Counsel for Region 5. Contractor must include an equivalent provision in its sub agreements at every tier for any agreement that is a

“covered transaction” according to 2 C.F.R. §§ 180.220 and 1200.220.

1. Types of Legal Matters Requiring Notification. The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason.

2. Matters Affecting the Federal Government. Matters that may affect the Federal

Government include, but are not limited to, the Federal Government’s interests in the Award, the Contract, and any Amendments thereto, or the Federal

Government’s administration or enforcement of federal laws, regulations, and requirements.

3. Additional Notice to U.S. DOT Inspector General. Contractor must promptly notify the RTA, which must then promptly notify the U.S. DOT Inspector General in addition to the FTA Chief Counsel or Regional Counsel for Region 5 if Contractor has knowledge of potential fraud, waste, or abuse occurring on a Project receiving assistance from FTA. The notification provision applies if a person has or may have submitted a false claim under the False Claims Act, 31 U.S.C. §

3729, et seq., or has or may have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bid rigging, misappropriation or embezzlement, bribery, gratuity, or similar misconduct involving federal assistance. This responsibility occurs whether the Project is subject to this Contract or another agreement between the RTA and FTA, or an agreement involving a principal, officer, employee, agent, or Third-Party

Participant of the RTA. It also applies to subcontractors at any tier. Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a criminal or civil investigation by a Federal, state, or local law enforcement or other investigative RTA, a criminal indictment or civil complaint, or probable cause that could support a criminal indictment, or any other credible information in the possession of Contractor. In this paragraph, “promptly” means to refer information without delay and without change.