Vending_Services_(Addendum_#2_Revision).pdf

Greater Dayton Regional

Transit Authority

Request for Proposal

VENDING SERVICES

CONTRACT BID NO. RFP 25-53

RELEASE DATE

September 4, 2025

REQUEST FOR PROPOSAL

VENDING SERVICES

RFP No. RFP 25-53

TABLE OF CONTENTS

Letter to Proposers Scope of Work & Special Conditions Instructions to Proposers FTA Required Clauses Proposal Evaluation Criteria Proposal Submission

Attachments:

A - Sample Contract (DO NOT COMPLETE)

B - RTA General Terms and Conditions

LETTER TO PROPOSERS

RELEASE DATE: Thursday, September 4, 2025

DEAR PROSPECTIVE PROPOSER:

Re: Request for Proposal (RFP)

Vending Services

RFP No. RFP 25-53

Notice is hereby given that the Greater Dayton Regional Transit Authority (RTA) is requesting proposals for the following procurement. All proposals must be submitted in accordance with requirements set forth in this procurement solicitation, and must be received via OpenGov before 10:00 am, Dayton (Eastern) time, on Thursday, October 9, 2025, for the following project:

Vending Services

Please view the project timeline and make arrangements to attend the pre-proposal conference, if applicable.

RFP Release Date: September 4, 2025

Pre-Proposal Conference (Non-

Mandatory):

September 25, 2025, 10:00am

600 Longworth Street; Maintenance

Conference Room

Final Date for Questions, Clarifications and Requests for Approved Equals:

October 6, 2025, 12:00pm

Proposal Due Date: October 9, 2025, 10:00am

4 S. Main Street; 8th Floor Conference

Room

All proposals 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 proposers 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.

RTA hereby notifies all proposers 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 proposals 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. RTA welcomes DBE participation regardless of whether there is a DBE requirement. The DBE requirement for this project is 0%.

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 and Inquiries.

Sincerely, Michelle Collier

Senior Purchasing Agent

SCOPE OF WORK & SPECIAL CONDITIONS

Scope of Work

Introduction:

Greater Dayton Regional Transit Authority (RTA) is seeking proposals from qualified vendors to provide quality food and beverage vending services at a reasonable cost for six (6) RTA facilities.

Contract Award:

Contract award will be made to the proposer who is determined to be the most capable of meeting the needs and objectives of the RTA for three (3) years. The determination as to who is the most capable proposer will be made by the RTA Evaluation Committee established for this procurement.

Contractors will be evaluated and scored according to the below criteria:

• Quality of products, service & menu selections

• Commission Structure

• Experience and Reputation

• Management Philosophy

• Quality of Proposal preparation (table of contents and page numbers required)

Proposers are strongly encouraged to submit any innovations they feel will be appealing (i.e.

healthy foods vs. junk foods, sports drinks and pastries, etc.) to the RTA.

**ABSOLUTELY NO ENERGY DRINKS ARE PERMITTED IN MACHINES**

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

Once all proposals have been received, the Evaluation Committee members will individually review each proposal.

Proposers will be requested to provide food samples for the RTA employees to taste and rate during the evaluation process.

A site visit may be made to the proposer’s facility. The purpose of the site visit will be to observe daily operations and planning of the proposer. No advance notice will be given for these site visits, if conducted. It is at the RTA’s discretion as to whether or not a site visit is conducted, and which proposer’s facility will be visited.

Additional information may be requested while proposals are under consideration.

The RTA reserves the right to reject any and all proposals received.

Locations:

• 4 South Main Street

• 600 Longworth Street

• 901 South Ludlow Street

• East Transit Center, 1218 Falke Drive

• Northwest Transit Center, 2075 Shiloh Springs Road

• South Transit Center, 2730 Lyons Road

Location Machine Type(s) Frequency Serviced

4 S. Main St. – 1st floor (1) Cold Beverage 1 day/week

4 S. Main St.- Maintenance (1) Cold Beverage 1 day/week

4 S. Main St. – 2nd floor (1) Cold Beverage 2 days/week

(1) Snack

600 Longworth St. – Maintenance (1) Cold Beverage 5 days/week

(1) Coffee machine

(1) Fresh Food

(1) Frozen Food/Ice Cream

(1) Snack

(1) Condiment Stand

(3) Microwave ovens

(2) Credit Card Readers

600 Longworth St. – Driver Lounge (1) Cold Beverage 5 days/week

(1) Coffee Machine

(1) Fresh Food

(1) Frozen Food/Ice Cream

(1) Glass Front Cold Beverage

(1) Snack

(1) Condiment Stand

(2) Microwave Ovens

(2) Credit Card Readers

901 S. Ludlow St. (1) Snack 1 day/week

(1) Cold Beverage

Eastown Transit Center (1) Cold Beverage 2 days/week

Northwest Transit Center (1) Snack 2 days/week

(2) Cold Beverage

South Transit Center (1) Cold Beverage 3 days/week

(1) Snack

*LOCATIONS, ROUTES, TIMES AND QUANTITIES MAY CHANGE DURING THE CONTRACT

PERIOD*

Vending Machines:

Each proposal submitted is to contain the type, make, model number, and sizes of all machines to be install at each location. Description and product specification sheets must be included for all machines.

Condiment stands, microwave ovens, dollar bill/coin changer, and credit card readers are required as specified in the chart above.

There is to be no duplication of machines at the same location other than specified on the chart above.

Proposers are required to provide a design layout for each of the vending areas with their proposal.

Machines must be stocked and maintained in good working order at all times during the term of the contract.

The necessary utilities are available, but hookups are the responsibility of the successful Proposer.

General Requirements:

Service must be available when required; RTA facilities operate 24/7, 365 days per year.

Emergency and maintenance service calls must be provided on the same basis. The RTA will coordinate a delivery schedule with the successful proposer that is convenient for both parties.

All vending machines are required to be new or refurbished “like new,” of modern design, automatic with modular fronts, uniform in appearance, and equipped with the latest coin mechanisms which accept nickels, dimes, and quarters. All machines must be ADA accessible.

All vending machines must meet specifications as outlined by the U.S. Public Health Federation and National Sanitation Foundation.

The successful proposer will be responsible for furnishing lids for coffee cups, salt, pepper, napkins, napkin holders, ketchup, mustard, plastic silverware (forks & spoons), small paper plates, straws, etc.

All dollar bill/coin changers, microwave ovens, and condiment stands must be new or refurbished “like new”.

All equipment shall be maintained by fully insured and bonded service people.

The successful proposer will be responsible for:

• Obtaining and paying for all fees, licenses, and permits required for this procurement.

• Complying with the requirements of the Vending Machine Food Service Operation Law

(as amended)

Complying with all applicable statutes, laws, regulations and ordinances Scope Text

Contract Terms (Requirements Contract)

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 after award.

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 Thirty-six (36) months. 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. If the

RTA exercises this option, the extended contract shall be considered to include this option provision. The total duration of this contract, including the exercise of any options under this clause, shall not exceed Forty-eight (48) months.

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 PROPOSERS

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.

Proposal Submission Instructions

The Greater Dayton Regional Transit Authority, hereinafter called "RTA", requests bids for Vending Services, 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, October 9, 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.

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. Proposal Evaluation

RTA reserves the right to reject any or all Proposals. Issuance of this solicitation does not bind RTA to award a contract, nor does RTA in any way assume liability for expense incurred by Proposer in preparation of its Proposal. This RFP and the resulting

Proposals shall be used as the basis for contract negotiation.

During the evaluation, negotiation and selection process, evaluation committee members may not disclose any information regarding the procurement. Except for the identity and background of the successful proposer and the contract price, all information provided by proposers remains confidential after the conclusion of the process, to the extent permitted by law.

4. Contract Award

The RTA reserves the right to postpone, accept or reject any proposal, to waive any informalities in the proposals received, and to award the contract(s) to the best responsive and responsible proposer. In awarding a contract(s), the RTA reserves the right to consider all elements entering the determination of the responsibility of the proposer. Any proposal that is incomplete, conditional, obscure, or contains additions not called for or irregularities of any kind, may be cause for rejection of the proposal.

Contract(s) for the purchase of goods and/or services may be awarded within 90 calendar days from the date upon which proposals were received to the best proposer(s) the RTA deems responsive and responsible.

In the event a single proposal is received, the RTA will conduct a price and/or cost analysis of the proposal. A 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 proposal. It should be recognized that a price analysis through comparison to other similar procurements must be based upon an established or competitive price of the elements used in the comparison. The comparison must be made to a purchase of similar quantity and involving similar specifications. Where a difference exists, a detailed analysis must be made of this difference and the costs associated thereto. RTA has the right to enter into a negotiated procurement should only a single proposal be received.

Where a valid price analysis is impossible to obtain, the RTA may need to conduct a cost analysis of the proposal price. Competent and experienced auditors or price analysts shall make the price and/or cost analysis an engineer's estimate or comparison of the prices involved is insufficient.

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 Monday, October 6, 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.

Proposal Selection (Qualifications-Based)

Upon review of the proposals, the RTA Evaluation Committee will designate the most qualified proposers as finalists. These finalists may be invited to make oral presentations and participate in a Q&A session with the RTA Evaluation Committee.

1. The Evaluation committee will rank the finalists in order of preference based on the above criteria.

2. Following the selection of the top-ranking finalist, the finalist’s price proposal will be requested, and negotiations conducted.

3. The RTA reserves the right to select the contractor on the basis of the cost proposal received without seeking further information or clarification from proposer.

4. If a fair and reasonable contract can be negotiated, a contract will be recommended for award.

5. If the RTA staff is unable to negotiate a satisfactory contract with the first-ranked proposer at a fair and reasonable price, negotiations will be formally terminated. The cost proposal will be requested from the second ranked proposer and negotiations will be conducted. This procedure will be continued until a satisfactory contract can be negotiated.

6. The negotiated contract recommendation will be presented to the RTA Board of

Trustees for approval.

7. Any matters concerning this procurement will be addressed directly to Noah

Greer, Greater Dayton Regional Transit Authority (RTA), 4 South Main Street, Dayton, Ohio 45402, in writing. Evaluation Committee members are not to be contacted by any of the proposers regarding this Request for Proposal (RFP).

8. If additional information or clarification is required from a proposer, they will be contacted directly. Each proposer will be advised in writing of any award recommendations.

Terms & Conditions

The Greater Dayton RTA's General Terms and Conditions are attached to this solicitation in Attachments B.

FTA REQUIRED CLAUSES

Contractor shall comply with the following Federal Transit Administration (FTA) requirements. For purposes of these clauses, the RTA is the FTA recipient that is entering the Contract with the Contractor.

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.”

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 does not deliver supplies in accordance with the contract delivery schedule, or if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the RTA may terminate this contract for default. Termination shall be affected by serving a Notice of Termination on the Contractor setting forth the manner in which the Contractor is in default. The Contractor will be paid only the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the RTA that the

Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the RTA, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a Termination for Convenience.

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

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.