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Greater Cleveland Regional Transit Authority

REQUEST FOR PROPOSAL

LEASING OF NON-REVENUE VEHICLES

RFP NO. 2016-68

Proposals Due: THURSDAY, JUNE 30, 2016 11:00 A.M., Official Time

Addendum #1, IFB 2016-68 Page 1 THE GREATER CLEVELAND REGIONAL TRANSIT AUTHORITY

1240 West 6th Street, Cleveland, Ohio, 44113-1331

ADDENDUM COVERING NOTICE OF CHANGE IN

SOLICITATION DOCUMENTS, SPECIFICATIONS AND/OR PLAN DOCUMENTS

DATE ISSUED: 6/28/2016 ADDENDUM # 1 DATE EFFECTIVE: 6/28/2016 IFB/RFP # 2016-68 Project: LEASING OF NON REVENUE VEHICLES ________________________________________________________________________________________ INTENT In order to maximize competition and offer the overall the best value to the Authority, this addendum is issued prior to receipt of bid/proposal to provide notice of changes indicated below. Acknowledgment of this addendum is required as part of this solicitation. 1. The bid due date has been extended from Thursday, June 30, 2016 to Thursday, July 14,

2016.

2. On , in the 1.0 Introduction, under Scope of Services section, the quantity for the Compact Sport Utility Vehicle (SUV) has been changed from 4 to 5.

3. On Page 3, in the 1.0 Introduction, under Scope of Services section, a Cargo Van, quantity

of 1 has been added. 4. On Page 6, in the Introduction Background – Individual Vehicle Requirements there is a

chart, Compact Sport Utility (SUV) – Quantity 4, is now Quantity 5.

Compact Sport Utility (SUV) – Quantity 5 GCRTA No. Annual Mileage

18605 17,000 18606 9,000 18607 8,000 37203 13,000 1125 18,000

Cargo Van – Quantity 1

GCRTA No. Annual Mileage 1547 12,000

A. Seating for two passengers B. Gross Vehicle Weight Rating - 8,600 lbs

All other requirements remain the same. Issued By: ____________________________________

Frank J. Polivka, Director of Procurement

LEASE OF NRV RFP NO. 2016-68

Prospective Proposers

RE: RFP NO. 2016-68 LEASING OF NON REVENUE VEHICLES The Greater Cleveland Regional Transit Authority (GCRTA) transmits herewith a Request for Proposal for the above referenced services. The DBE goal for this procurement is zero percent (0%). DBE participation is encouraged. The procurement schedule for this project is noted below. All Sealed proposals for this procurement will be received until 11:00 A.M., Official Time, Thursday June 30, 2016, at the location listed below. Proposals received after the designated time or at any other than the designated location will not be accepted. Proposals shall be submitted to: The Greater Cleveland Regional Transit Authority Procurement Department 1240 West Sixth Street

Cleveland, OH 44113-1331 Attn: Mabry Harris, Contract Administrator

Copies of the Request for Proposal package are available and may be obtained on the GCRTA Website at www.riderta.com and are located under Contracting Opportunities. A pre-proposal conference will be held at 1:30 P.M., Thursday, June 16, 2016, at the Greater Cleveland Regional Transit Authority, Central Bus Maintenance Facility, 2500 Woodhill Rd., Cleveland, Ohio 44104 in the Conference Room “C”. All communications regarding this procurement, including requests for clarification shall be directed to Mabry Harris at 216-421-2288, at the address of the Procurement Department noted above or by e-mail to [email protected]. Faxed inquiries can be sent to 216-421-2293. All necessary instructions are included in the RFP and should be followed with care. Sincerely, Frank J. Polivka Director of Procurement

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http://www.riderta.com/

mailto:[email protected]


TABLE OF CONTENTS Page #

Request for Proposal . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . 1 Pre-Proposal Conference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1.0 Introduction Page # Background . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . 3 General Overview of Competitive Negotiation Process . . . . . . . . . . . . . . . . . . 4

1.1 Instructions of Proposal Preparation Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 6 Form of Technical Proposal . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Form of Pricing Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Amendments to Request for Proposal, Clarification,

Additional Correspondence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Late proposals, Modifications, and Withdrawal of Proposals . . . . . . . . . . . . . . 10 Protest Procedures. . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . ... . . . . . .. . . 11

1.2 Evaluation and Selection Process A. Evaluation Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 B. Evaluation Criteria . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

2.0 Contract Terms and Conditions Large Contract Terms and Conditions……………………………………. . . . .……. 1-8

3.0 Attachments and Enclosures Attachment A - Requirements Concerning EEO and Affirmative Action

Enclosure A-1 - Equal Employment Opportunity Employer Information Report EEO-1 Enclosure A-2 - Non-Discrimination Affidavit Enclosure A-3 - Employment Practices Enclosure A-4 - Requirements Concerning the Submission of an Affirmative Action Plan Enclosure A-5 - Requirements Concerning Prime And Sub-Contractors

Attachment B – Disadvantage Business Enterprise Utilization Enclosure B-1 - Declaration Of Proposed Disadvantaged Business Enterprise Utilization Enclosure B-2 - DBE Affidavit Enclosure B-3 - Disadvantaged Business Enterprise (DBE) Participation Plan Enclosure B-4 - Letter Of Intent To Perform As A Subcontractor Enclosure B-4A – Payment Compliance Report

Attachment C - Bidder’s/Proposer’s Affidavit Attachment D - Delinquent Personal Property Tax Statement Attachment E1/E2- Buy America Certificate (Compliance/Noncompliance) Attachment F- Certificate Regarding Debarment, Suspension, Proposed Debarment and Other

Responsibility Matters Attachment G - Certificate of Procurement Integrity Attachment H - Certification of Restrictions on Lobbying Attachment I Security Certification Attachment J-1 Cost Pricing Lead Schedule (Not Applicable) Attachment K - Addenda Acknowledgment Attachment L – Certification Regarding a Drug Free Workplace Attachment M – Sample Service Contract

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INTRODUCTION


1.0 INTRODUCTION

I. INTRODUCTION The Greater Cleveland Regional Transit Authority (GCRTA) is seeking proposals from qualified firms to provide leasing services for up to 11 non-revenue vehicles for 60 months each after contract signature. The GCRTA reserves the right to award with one or multiple contractors based on vehicle type.

Background

The GCRTA is seeking proposals from qualified providers of vehicle leasing services to provide leasing services as in accordance with this solicitation document.

The GCRTA is a government entity, organized under the authority of the Ohio Revised Code (ORC) Section 306. It is financed primarily through federal and state grants, farebox revenue and sales tax on sales within Cuyahoga County. Be advised that lease arrangements contemplated to extend more than one year will be subject to availability of funds.

The GCRTA is self-insured, and will therefore not be able to provide an ISO endorsement for Lessors - Additional Insured, or equivalent, due to program structure.

SCOPE OF SERVICES The Greater Cleveland Regional Transit Authority (GCRTA) is seeking proposals to lease a wide variety of vehicles to include but not limited to:

• Mid-Sized Automobiles – Quantity 4• Compact Sport Utility Vehicle (SUV) – Quantity 4• Mini Passenger Van – Quantity 3

Attachment A, “GCRTA Non-Revenue Vehicles” is a list of all the vehicles and equipment to be considered in the first phase of the program.

The GCRTA intends to award a multiple year leasing contract that will allow the leasing of up to eleven (11) non-revenue vehicles for 60 months each after contract signature.

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LEASE PROGRAM

Open-End Lease Open-ended lease shall be defined to mean that the GCRTA shall make payments on the lease on a periodic basis and at the end of the lease term the GCRTA has the first right to purchase the vehicle from the lease vendor. The GCRTA shall make quarterly payments for each vehicle leased for a period of up to five (5) years or for as long as funding shall be available. The contractor shall amortize all costs involved, including but not limited to the purchase, processing, interest, title and registration fees, and delivery of the vehicle to the GCRTA, in equal quarterly payments for the term of the lease (twenty payments over a five year period.). Proposers shall include with their proposal, the residual value of each vehicle type at the end of the lease term. At the end of the lease period, the GCRTA shall have first right to purchase the vehicle from the contractor at a cost agreed upon at the time of award of contract (residual price). The lessor shall retain ownership and title to the vehicles during the lease period.

All vehicles shall be licensed with State of Ohio issued county license plates for Cuyahoga County.

Anticipated yearly miles are shown in the vehicle descriptions (Individual Vehicle Requirements). Proposals shall include the proposers Wear and Tear Policy. Proposers will use a one and a half percent (1.5%) depreciation factor in calculating the monthly lease payment.

PERIOD OF PERFORMANCE The term of lease for vehicles shall be up to five (5) years or sixty (60) months.

. GCRTA NON-REVENUE VEHICLES 1 All vehicles shall be new, never titled. Loaner, demonstration or other previously owned or

operated vehicles are not acceptable. 2 All vehicles shall be provided with the OEM standard warranty terms and conditions. All warranty

repairs shall be performed by an authorized service facility. The GCRTA shall perform all routine maintenance as per GCRTA preventative maintenance procedures. Repairs performed after the warranty period shall be at the discretion of the GCRTA.

3 The GCRTA will install decals, numbering and other graphics on the vehicles. The GCRTA shall

install the Authority’s two-way communications radio. Additionally accommodations for cell phones and other mobile devices may be installed.

4 The GCRTA will either award a single contract to the successful proposer that can provide all

services requested in this proposal or to multiple proposers that can demonstrate an effective and efficient partnership pertaining to the delivery of services under this contract.

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5 All vehicles shall be equipped as customarily provided by the Original Equipment Manufacturer (OEM). As a minimum the vehicles shall be equipped with:

• Gasoline engine• Automatic transmission• Standard AM/FM radio• Radio noise suppression• Air conditioning• Power windows• Power locks w/ remote key fob• Four (4) sets of keys• Cruise Control• Heaviest-Duty cooling system available including engine oil cooler• Spare wheel and tire, full sized spare tire, if available• Limited slip rear differential, if available for the model provided• Rear window defogger• All seated positions shall be provided with passenger restraint systems• Intermittent (delay) wipers• Battery and alternator – Heavy Duty• Exterior color chosen from the standard color offerings after award of contract by

the GCRTA• Operators manual• Automobiles, passenger vans and SUV - Standard cloth interior, color chosen

from the standard offerings after award of contract, color-keyed carpeting andfloor mats

• SUVs - Towing package to include the most heavy-duty hitch possible for vehicleapplication to include trailer light harness and plug

• All vehicles, except automobiles - Equipped with electrically operated back upalarm, wired with weather-poof connectors, one hundred five decibels (105 db)minimum, to be operational anytime the vehicle is placed in reverse gear

6 The contractor shall provide a complete set of factory authorized service manuals (electronic version acceptable) for each vehicle model provided. The manuals shall provide repair and servicing information for the powertrain, emission systems, electrical schematic and/or diagrams and a recommended preventative maintenance schedule as a minimum.

7 All vehicles specifications are minimum requirements. Requests for “approved equal” and/or clarifications should be made to the GCRTA fifteen (15) days prior to the bid closing date.

8 INDIVIDUAL VEHICLE REQUIREMENTS All vehicle types shall be as defined by the latest issue of the U.S. Environmental Protection Agency (EPA) Fuel Economy Guide.

Strobe light bars, where required, shall be compliant to the following A. Low profile strobe light bar with two (2) forward facing, two (2) rear facing, amber

colored strobe lights, center mounted to the cab roof B. Capable of various flash patterns (single and double flash minimum)

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C. Wired to the vehicle ignition circuit, operational with the ignition “on”, with fuse/circuit breaker protection and dash mounted lighted on/off switch

Mid-Sized Automobiles – Quantity 4

A. Four door body style B. Five seated passenger

Compact Sport Utility Vehicle (SUV) – Quantity 4

A. Four door body style B. Five seated passenger C. All Wheel Drive (AWD) or 4 Wheel Drive (4WD) D. Strobe light bar installed as required by Section 4.3.2

Mini Passenger Van – Quantity 3

A. Seven seated passenger (minimum) B. Sliding rear passenger doors

1.1 INSTRUCTIONS OF PROPOSAL PREPARATION Responses to this Request For Proposals shall be made in strict conformance with the following requirements. All information that is proprietary in nature should be marked. The Authority reserves the right to make an award without further discussions or to reject any or all proposals when it is considered in the best interest of the Authority.

Form of Technical Proposal To permit an equitable and expedient review process, every offeror shall use the same form and order of proposal. One (1) original (marked “Original”), 1 (C.D.) and five (5) copies of the proposal shall be submitted. The format shall be an 8.5” x 11” booklet with a continuous plastic ring binder on one long edge, which will allow the pages to open fully and lie flat. No foldout sheets shall be used. The contents will be organized as follows:

GCRTA No. Annual Mileage16202 7,00016204 6,00018619 16,00018620 16,000

GCRTA No. Annual Mileage18605 17,00018606 9,00018607 8,00037203 13,000

GCRTA No. Annual Mileage16209 14,00016210 6,00016211 17,000

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Contents 1. Front Cover

Show title as follows:

LEASE PROGRAM OF NON-REVENUE VEHICLES(RFP No. 2016-68)GREATER CLEVELAND REGIONAL TRANSIT AUTHORITY(NAME OF FIRM OR FIRMS OFFERING PROPOSAL)

The firm name shall be prominently shown in bold type.

2. Transmittal LetterAddress to:

Director of ProcurementGreater Cleveland Regional Transit AuthorityRoot-McBride Building1240 West Sixth Street5th FloorCleveland, Ohio 44113-1331

The letter shall identify the firm or firms participating in the proposal including the contractualrelationship among them. It shall also identify by name, title, address, telephone and facsimilenumber of the individual who will represent the offeror in negotiating with the Authority.

3. ExperienceThe offeror shall identify a minimum of (3) projects of comparable size and scope of relevantexperience.

The offeror shall provide a statement describing the form of organization under which the workwill be performed. If the offeror is a corporation, the state in which the corporation is charteredshall be provided. If not chartered in the state of Ohio, provide an affidavit executed by acorporate officer stating that the corporation is certified under provisions of the Ohio RevisedCode to do business within the state of Ohio. This statement shall not exceed two (2) pages.

4. ReferencesThe offeror shall provide the names, titles, firms, contact persons, addresses, telephonenumbers and description of the scope of work performed for three (3) recent clients. Theofferor shall have performed work of a nature similar to this proposal. The GCRTA reservesthe right to contact these references concerning the offerors' performance.

5. StaffingThe offeror shall provide a plan for staffing the work, brief biographical sketches of keypersonnel, and special equipment or facilities needed. A management plan to control theaccount and insure that all the personnel who would be performing for the GCRTA areappropriately licensed shall also be provided. To the greatest extent practical these sketches

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should be referenced to the overall time frame and level of effort as required in this section. The project manager shall be clearly identified.

6. Technical Proposala) The technical proposal will be important in the selection for award of a contract. The

GCRTA seeks solid information about the offerors' capacity to provide the servicesrequired. It should be specific and complete, and demonstrate a thorough understandingof the requirements of the Section II, Goals and Objectives and Section III, Scope ofServices. Legibility, clarity and completeness of the technical approach are important.Unnecessarily elaborate brochures or other presentations beyond those sufficient topresent a complete and effective response to this solicitation are not desired and may beconstrued as an indication of the offeror’s lack of understanding of cost consciousness.Elaborate artwork, expensive paper and bindings and expensive visual and otherpresentation aids are either necessary or wanted. The technical proposal should notcontain any reference to costs or prices.

b) The proposal should address all ideas, concerns, topics identified in this scope of work.Required documentation identified in Part IV should be submitted with your proposal.

7. Authorized NegotiatorsThe offeror shall provide a statement identifying the persons who will represent the offeror incontract negotiations as follows:

“The offeror represents that the following persons are authorized to negotiate on its behalf with the GCRTA in connection with this request for proposals: (list names, titles, and telephone numbers of the authorized negotiators).”

8. Required SubmittalsThe following attachments/enclosures are included in this Request for Proposals and must becompleted, signed, and returned as part of the proposal:

Enclosure A-1 - Equal Employment Opportunity Information Report’ EE-1 Enclosure A-2 - Non-Discrimination Affidavit Enclosure A-3 - Employment Practices Enclosure A-4 - Affirmative Action Plan Attachment B - Disadvantage Business Enterprise Utilization

(Not Applicable for this Procurement) Attachment C - Proposer’s Affidavit Attachment D- Delinquent Personal Property Tax Statement Attachment E - Buy American Compliance (Not Applicable for this Procurement) Attachment F - Certification of Proposer Regarding Debarment, Suspension

Proposed Debarment, and Other Responsibility Matters Attachment G - Certification Regarding Procurement Integrity Attachment H - Certification Regarding Restrictions on Lobbying Attachment I - Security Certification Attachment J - Pricing Worksheet Attachment K - Addendum Acknowledgement Attachment L - Certification Regarding Drug Free Work Place Attachment M - Sample Service Agreement

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9. Cost ProposalThe cost proposal must be under separate cover. One original (marked “Original”) and five (5)copies shall be submitted.

To comply with federal guidelines, each proposer is required to provide cost and pricing datato support its price, prior to the start of negotiations. This cost and pricing data should besubmitted in a format which will allow for analysis of individual elements of cost includinglabor, materials, overhead, other direct costs, etc. It is mandatory that profit be identified as aseparate element of cost. Attachment J has been provided in this package to assist you withpreparing the cost proposal.

B. Procedural

1. Confidential DataOfferors which include in their proposals data that they do not wish disclosed to the public forany purpose or used by the Authority except in conjunction with this solicitation shall:

a. Mark the title page with the following legend:“This proposal includes data that shall not be duplicated, used, or disclosed in whole or inpart, for any other purpose other than in conjunction with this solicitation. If, however, acontract is awarded to the proposer partly as a result of this data, the Authority shall havethe right to duplicate, use or disclose such data to the extent provided in said contract.

This restriction does not limit the Authority’s right to use such data if it is obtained fromanother source without restriction. The data subject to this restriction are contained inpages (insert identification of pages).”

b. Mark each page or sheet identified on the title page legend:“Use or disclosure of data contained on this page (sheet) is subject to the restrictions onthe title page of this proposal.”

The GCRTA will use its best efforts to comply with and enforce such restrictions.However, the GCRTA is subject to the Ohio Public Records Act and the Federal Freedomof Information Act, either of which may limit its ability to protect such data. The GCRTAshall use its best efforts to notify affected proposers of any such requests made pursuantto the Acts within a time which will allow the proposer an opportunity to seek protection ofsuch information against disclosure.

2. Submittal DateProposals will be received up to but no later than 11:00 a.m., Official Time, Thursday, June30, 2016 or at such other time as may be established by an addendum to this Request forProposals issued by the Director of Procurement. Hand-delivered proposals shall bedeposited with the receptionist in the GCRTA Procurement Department, 5th Floor, Root-McBride Building, 1240 West Sixth Street, Cleveland, Ohio 44113-1331. Mailed proposalsshould be sent to the same address.

Official time shall be the time shown on the date/time stamp clock in the ProcurementDepartment.

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3. Pre-Proposal ConferenceThere will be a pre-proposal conference from 1:30 p.m. to 2:00 p.m., June 16, 2016 at the Central Bus Maintenance Facility 2500 Woodhill Road, Cleveland, OH 44104 for this solicitation.

4. Amendment to SolicitationAny amendment or modification to this Request for Proposals shall be by addendum issuedby the Director of Procurement. Any such addendum shall be acknowledged by each offeroras part of the proposal, on the forms provided. All terms and conditions of this solicitation notmodified by such addendum shall remain unchanged.

5. Late submissions, Modifications, and Withdrawal of Proposalsa. Any proposal received after the time specified in the Request for Proposals or any

addendum thereto will not be considered unless it is received before an award is madeand it:

i) Was sent by registered or certified mail not later than the fifth (5th) calendar daybefore the date specified for receipt of proposals.

ii) Was sent by mail and it is determined by the Authority that late receipt was duesolely by mishandling by the Authority after receipt.

iii) Was sent by U.S. Postal Service Express Mail Next Day Delivery Service, PostOffice to Addressee, not later than 5:00 p.m. at the place of mailing, two (2) workingdays prior to the date specified for receipt of proposals. Note: This provision doesnot apply to proposals sent by a commercial delivery service.

iv) Is the only proposal received.

Any modification of a proposal, except a modification resulting from a request for “best and final offers,” is subject to the conditions stated in Paragraph (a), Subparagraphs (i) through (iii), above. A late response to a request for “best and final” offers will not be considered unless it is received before award and the late receipt is due solely to mishandling by the Authority after receipt at the Authority’s office.

b. The only acceptable evidence to establish the date of mailing of a proposal ormodification sent by registered or certified mail is the U.S. or Canadian Postal Servicepostmark, on both the envelope or wrapper and on the original receipt from the PostalService. The only acceptable evidence to establish the date of mailing by Express Mailis the date entered by the Post Office receiving clerk on the “Express Mail Next DayService Post Office to Addressee” label and the postmark, on both the envelope orwrapper and on the original receipt from the Postal Service. The only acceptableevidence to establish the time of receipt at the Authority’s office is the time/date stamp ofthe Procurement Department on the envelope or wrapper, or such other documentaryevidence of receipt maintained by the Authority.

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c. Notwithstanding the provisions of Paragraph (a) above, a late modification of anotherwise successful proposal that makes its terms more favorable to the Authority willbe considered and may be accepted.

d. Proposals may be withdrawn by written notice or facsimile confirmed by delivery of theoriginal within forth eight (48) hours of the facsimile notice at any time prior to award.

Protest Procedures

1. Interested parties aggrieved by this solicitation or the award of any resulting contract may file awritten protest with the Director of Procurement of GCRTA. The Director of Procurement of GCRTA will consider all protests submitted before proposal opening, post-proposal opening, or after award. The protest must include at least the following information:

• Name, address and telephone number of protester• A statement of the relief is requested• Identification of the solicitation under protest• A detailed statement of the legal and factual grounds of protest including reference to relevantdocuments

The Director of Procurement shall render a decision in writing within fifteen (15) working days from receipt of the written protest and shall provide notice of such decision to all interested parties.

2. Protests Prior to Receipt of ProposalsProtests addressing the adequacy of this RFP, including any inequity or inadequacy in the Scope of Services, the Instructions to Proposers, and the Evaluation Criteria, must be filed at the Procurement Department no later than five (5) working days before the date proposals are to be received. Thereafter, such issues are deemed waived by all interested parties.

Notice of a protest and the basis; therefore, will be given to all parties, which have requested the RFP. The proposal due date will be extended, unless the Director of Procurement determines that: • The items or services to be procured are urgently required; or• Delivery or performance will be unduly delayed by failure to make the award promptly, or• Failure to make prompt award will otherwise cause undue harm to GCRTA or the Federal

government

3. Protests After Proposal ReceiptFollowing completion of proposal evaluations and prior to award of contract, a proposer or subcontractor with a substantial economic interest in the award may submit a protest against the award. Such protest would generally address inequities in the evaluation process. Such protest must be filed within three (3) working days of the posting of a Recommendation of Award at the offices of the GCRTA Department of Procurement. If the Director of Procurement decides that a protest lacks merit or that the award is to be made during the rendering of a protest, a written notice of the decision to proceed with the award will be given to the protestor and, as appropriate, to others concerned.

4. Protests After AwardNotice of Protest against award must be filed at the Procurement Department within five (5) working days immediately following the award. The sole basis for such protest is that the award was made in violation of the procedures of the Authority's Board of Trustees. The Contractor will be furnished with the Notice of Protest and the basis thereof.

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When it appears likely that an award may be invalidated or that a delay in receiving the supplies or services is not prejudicial to the GCRTA's interest, the Director of Procurement may suspend performance by the contractor on a no-cost basis.

5. Protests to FTAUnder certain circumstances, a protest may be made to the Federal Transit Administration (FTA) in accordance with FTA Circular 4220.1F. These circumstances are generally limited to failure of a grantee to have a protest procedure, or failure to follow the grantee's written procedure.

6. Type of ContractThe Authority contemplates awarding a contract based on the final agreed upon cost for workperformed. The Greater Cleveland Regional Transit Authority is a political subdivision of theState of Ohio; as a result, this procurement is governed by all applicable provisions of Statelaw and regulation, as well as GCRTA Policies and Procedures. This procurement may alsobe supported in part by financial assistance under grants from the U.S. Department ofTransportation and/or Federal Transit Administration. In such case, any resulting contract willincorporate Federally required clauses pursuant to the grant agreement. Such mandatoryterms and conditions are not negotiable.

7. Contract AwardAward of a contract will be contingent upon successful negotiation of all matters at issue,based upon the GCRTA’s Standard Form of Contract, for Services (Attachment I).

The Authority intends to award a contract to the proposer or proposers whose offer is deemedmost advantageous to the Authority, cost and other factors considered. Such award will be inaccordance with the intent of this solicitation, to provide the Authority with the requiredservices in a timely manner at a reasonable cost.

The Authority reserves the right to (1) reject any or all offers as it considers in its best interest;(2) accept an offer other than that lowest in price; and (3) waive informalities and minorirregularities in proposals. The Authority also may award a contract on the basis of initialoffers received, therefore each initial proposal should contain the proposer’s best terms from afinancial and technical viewpoint.

Financial data other than hourly personnel rates submitted in connection with a proposal willnot be incorporated in any resulting contract. However, the contract price will be subject toreduction if cost or pricing data furnished is incomplete, inaccurate or not current.

The Authority may consider an offer unacceptable if the prices or rates proposed are materiallyunbalanced between line items or categories. An offer is materially unbalanced when it isbased on prices or rates that are significantly less than cost or market value for some itemsand prices or rates which are significantly overstated in relation to cost or market value forother work, creating a reasonable doubt that the offer will result in the lowest overall cost to theAuthority even though it may be the lowest evaluated offer, or if it is so unbalanced as to betantamount to allowing an advance payment.

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8. InsuranceThe GCRTA is self insured, and will therefore not be able to provide an ISO endorsement for Lessors - Additional Insured, or equivalent, due to program structure." The Seller shall purchase and maintain from the date of receipt of order until the date of final payment the following minimum insurance coverages. Such insurance shall protect the seller from claims which may arise out of Seller’s performance of the Contract and for which the seller may be legally liable, whether such performance be by the Seller or a Subcontractor or by anyone employed directly or indirectly by any of them, or by anyone for whose acts any of them may be liable.

a. Commercial General Liability Insurance in the amount of $2,000,000 combined single limiteach occurrence for bodily injury and/or property damage with a $2,000,000 annualaggregate. Said policy shall also include:

• Premises / Operations coverage

• Personal Injury coverage

• Liability for independent contractors

• Products / Completed Operations liability insurance: This insurance must be maintainedfor a period of not less than 2 years from the date of final payment.

• Seller shall provide proof of Broad Form (or Limited) Vendors coverage for all productswhich it distributes / installs but does not manufacture

• Contractual liability coverage insuring the “hold harmless’ provision set forth in thiscontract.

Said policy shall be written on an “occurrence” basis.

Owner will accept any combination of primary CGL and Excess or Umbrella policies to meet the minimum coverage requirements above.

b. Automobile Liability Insurance in the amount of $1,000,000 combined single limit eachaccident for bodily injury and /or property damage. Said policy shall apply to all owned,leased, hired and non-owned vehicles used in connection with the work.

c. Statutory Workers’ Compensation coverage in compliance with all applicable state workers’compensation laws to cover all employees furnishing labor under the terms of this contractand under the control of the Seller. Employers’ Liability coverage in the amount of $1,000,000per accident / $1,000,000 per employee for disease will also be included, either under theWorkers’ Compensation policy or under the Commercial General Liability policy (Stop Gap)referenced under a. above. In Ohio: a copy of a certificate of premium payment from theIndustrial commission and Bureau of WC, or a copy of the Certificate of Employer’s Right toPay Compensation Directly.

d. Leased vehicles where such damage is not beyond economical repair, but theContractor shall be liable for the following:

1. Normal wear and tear,2. Loss or damage caused by the negligence of the Contractor, its agents, or employees,

and

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3. Damage covered by the manufacturer’s warranty or damage attributable to amanufacturing defect; and

4. Property of third persons, or the injury or death of third persons, where such damageresults from the fault, negligence, or wrongful act or omission of the Government, itsagents, or employees.

1.2. EVALUATION AND SELECTION PROCESS PROCEDURES

EVALUATION AND SELECTION PROCESS

A. Evaluation Process

1. Prior to the receipt of proposals, the Director of Procurement, in consultation with the head ofthe using department(s), appoints an evaluation panel. The panel is chaired by the Contract Administrator and typically includes representatives of the using department(s) and other departments affected by the procurement as well as other GCRTA personnel having relevant experience or expertise.

2. Each panel member is required to execute a certificate agreeing to keep the contents ofproposals and panel proceedings confidential.

3. Upon receipt of proposals, copies are distributed to panel members, together with scoringsheets, which include the evaluation criteria and the weight assigned to each.

4. Following review of the proposals, each panel member completes the scoring sheets.

5. The panel then meets and reviews the initial scoring with opportunity for members to revisetheir original assessments. After discussion among panel members, those proposals, which are considered to have a reasonable chance of award are identified for further evaluation. Notice is given to proposers that clearly do not, in the opinion of the panel, have the ability to be awarded a contract, that they are no longer under consideration. The panel may elect to award to a proposer without further discussion, or may determine that no proposer meets the needs of the GCRTA.

6. Proposers identified for further consideration are interviewed by the panel and have theopportunity to revise their proposals as a result of these discussions, after which a second round of scoring is conducted.

7. Proposers remaining under consideration are then invited to negotiate with the GCRTA, whichis usually represented by the Contract Administrator, a cost/price analyst, and technical representatives.

8. At the conclusion of negotiations, best and final offers are requested from the remainingproposers. The panel then selects the proposal deemed to be most advantageous to the GCRTA, price and all other factors considered. Should the panel not be satisfied with any of the offers, it may re-request best and final offers from all remaining proposers or it may recommend that the solicitation be canceled.

9. Should a proposer be recommended for award by the panel, a recommendation is made tothe Director of Procurement who recommends to the General Manager for submittal to the Board

14


of Trustees. The Board of Trustees can either award a contract, based upon the price and the terms negotiated or reject the recommendation. If the Board of Trustees rejects the recommendation of the General Manager, all proposals will be rejected and, after review of the requirements, a new Request for Proposal process is initiated.

10. During the evaluation, negotiation and selection process, panel members may not discloseinformation from one proposer to another proposer. 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.

B. Evaluation Criteria The following evaluation criteria have been established by the GCRTA for this procurement. The criteria are presented to allow the GCRTA to analyze proposals received on an equal basis and to afford all proposers the opportunity to know the basis upon which their proposals will be evaluated. Award will be made to the proposer whose final offer is most beneficial to the GCRTA after evaluation in accordance with these criteria:

EVALUATION CRITERIA MAXIMUM POINTS

Experience & Customer Support 25 Flexibility of Lease Program &, Products Offered

35

Overall Cost Effectiveness/Price 40

1. Experience & Customer Support - This factor will look mainly at experience in administering leaseprograms, organizational structure of the lease provider, reputation, years in business, experienceof personnel as presented in the proposal or as is determined by review of information availablefrom references or other resources.( including qualifications of assigned personnel and/orsubcontractors. (years in business, resumes listing licenses and certifications, client references,especially in government and /or non-profit organizations, subcontractor qualifications andreferences).

2 Flexibility of Lease Program &, Products Offered – This factor will evaluate the vehicles offered as they relate to the specification and the flexibility of the leasing agency to meet the untique demands of the Authority.

3 Cost Effectiveness/Price - This factor will look primarily to the price of the vehicle, including lease payments and residual value. The committee will review the benefits associated with the proposed overall cost including the cost of the leased vehicles by type and category toward evaluating the best fit for the GCRTA.

The maximum points obtainable will be 100 points.

NOTE: It should be noted that proposers not meeting the Affirmative Action requirements set forth in the solicitation document will not be considered for award of a contract regardless of the points obtained through the evaluation process.

15

TERMS & CONDITIONS


LARGE PURCHASE TERMS AND CONDITIONS

These Terms and Conditions, applicable to non-construction procurements in excess of $100,000.00, are an essential part of this Purchase Order (“Order” or “Contract”). Acceptance of this Order is acceptance of these Terms and Conditions, which shall supersede and replace any and all terms and conditions offered by Seller, without exception.

1. Seller’s Obligation. The general obligation of the Seller shall be to transfer and deliver the goodsand services specified in accordance with the terms, conditions, and specifications of the solicitation.

2. Buyer’s Obligation. The general obligation of the Greater Cleveland Regional Transit Authority(”GCRTA”) shall be to accept conforming delivery and conforming goods and services and to pay in accordance with the terms, conditions and specifications.

3. Indemnification. To the fullest extent permitted by law and to the extent of Seller’s negligence, theSeller shall, at its sole cost and expense, indemnify, defend, satisfy all judgments, and hold harmless the Authority and its agents, representatives, and employees from and against all claims, actions, judgments, costs, penalties, liabilities, damages, losses and expenses, including but not limited to attorney's fees and worker's compensation benefits, for Seller’s proportionate share and the proportionate share of any entity employed or contracted by Seller, arising out of or resulting from the performance of this Contract, providing that any such claim, action, judgment, cost, penalty, liability, damage, loss or expense is caused in whole or in part by the negligence or professional errors or omission of the Seller or any person or entity directly or indirectly employed by it. Such obligation shall not be construed to negate, abridge, or otherwise diminish any other right or obligation of indemnity which would otherwise exist as to any party or person described in this paragraph.

In the event of negligence or intentional acts or omissions by more than one entity, responsibility for such negligence or intentional acts or omissions will be allocated in accordance with the proportionate share of such entity(ies)’ negligence or intentional acts or omissions. Nothing herein shall be construed as making Seller liable for any claims, actions, judgments, costs, penalties, liabilities, damages or losses and expenses causes by the sole negligence and/or misconduct of GCRTA.

To the extent that any portion of this provision is found to be in violation of any applicable law, said portion(s) of this provision are stricken but all remaining portions of this provision shall remain in full force and effect.

4. Patents. Seller shall pay all royalties and license fees attributable to the use of goods, materials,equipment or processes used to perform its obligations hereunder and, if it cannot timely secure the right for GCRTA to use them, it shall provide GCRTA equivalent non-infringing replacements at no additional cost to GCRTA. Seller agrees to defend and hold harmless the GCRTA from and against all claims of infringement.

5. Warranties. Seller warrants that for a period of one (1) year (or for such longer period as prescribedby the specifications or commercially offered by the manufacturer or Seller) following first use of the goods and services delivered hereunder, the goods and services are free of defects in materials and workmanship and further warrants that such goods and services are suited for the particular purpose(s) intended and are of merchantable quality. Seller further warrants that it holds good and marketable title in the goods delivered, and that such goods are free of all liens, security interests or other encumbrances. Seller agrees that in the event the goods or services are not as warranted, it will promptly cure the defect at Seller’s sole cost and expense. Seller further agrees to indemnify GCRTA for all costs and damages, both incidental and consequential, resulting from the delivery of goods and services that fail to meet the aforesaid warranties. It is agreed that the goods and services provided hereunder are regarded as consumer goods and services.

Large Purchase T&C’s Page 1 of 8 Rev. February 2016


6. Quantity and Quality. Seller agrees to deliver goods and services of the kind and quality specifiedand in the quantities specified. In the case of a requirements Contract, the solicitation specifies estimates of the GCRTA’s needs for the Contract duration. It is agreed that such estimates are not to be considered firm requirements. Actual requirements may exceed or be less than these estimates.

7. Delivery. Seller shall tender delivery in the manner and at the place and time specified in thesolicitation. All deliveries are to be F.O.B. destination, or as otherwise designated on the bid form by GCRTA. It is agreed that the bid prices include freight.

8. Debarment & Suspension. For any transaction of $25,000 and above, Seller must disclose toGCRTA any debarment and/or suspension.

9. Covenant Against Contingent Fees and Gratuities. The Seller warrants that no person or sellingagencies has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission or bonafide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach or violation of this warranty, the Authority shall have the right to annul this Contract without liability or at its discretion, to deduct from the Contract price, or otherwise recover the full amount or such commission, percentage, brokerage, or contingent fees. Seller further warrants that it, its agent, and/or its subSeller, have not and will not accept a gratuity in relation to this agreement.

10. Prohibited Interest. No officer, member or employee of the GCRTA and no members of itsgoverning body, and no other public office or employee of the governing body of the locality or localities included within the GCRTA, during his or her tenure, shall have any interest, direct or indirect, in this solicitation, any Contract negotiated subsequently, or the proceeds thereof.

11. Inspection. The GCRTA reserves the right and shall be at liberty to inspect all materials andworkmanship to determine whether they conform with the specifications provided. However, the GCRTA is under no duty to make such inspection. Whether or not GCRTA conducts an inspection, no such inspection shall relieve Seller of any obligation to furnish materials and workmanship strictly in accordance with the specifications. GCRTA will receive conforming deliveries for purposes of inspection. Acceptance of goods and services will not occur until after inspection or until a reasonable time for inspection has elapsed. The risk of loss shall remain with Seller until acceptance.

GCRTA may test deliveries before or after acceptance for conformance with the specifications. Such tests may be performed by independent laboratories. Where test results indicate non-conforming goods, the delivery and the goods will be rejected and the cost of the test charged to Seller. Where acceptance has preceded testing, acceptance is deemed conditional and subject to revocation. GCRTA may reject goods and services and revoke its acceptance without testing.

12. Payment. GCRTA shall be entitled to any and all discounts stated on the face hereof. Payments willbe made against approved invoices generally within thirty (30) days of receipt of invoice. Late payments will accrue no interest. Payment will only be made for goods and services accepted. For goods and services accepted, when acceptance is later revoked prior to payment, payment will be withheld until defects in the nonconforming goods or services are cured and accepted. In the case of serial deliveries and serial invoicing, GCRTA reserves the right to deduct overpayments from current invoice amounts. Payment does not constitute acceptance nor does it serve to waive a later revocation of acceptance.

All invoices submitted to GCRTA for payment shall include the purchase order number. Invoices shall be payable at Cleveland, Ohio and mailed to: Accounts Payable, Greater Cleveland Regional Transit Authority, 1240 West 6th Street, Cleveland, Ohio 44113-1331.



The GCRTA is exempt from all sales, excise and transportation taxes, except State of Ohio gasoline tax. The price or prices bid, whether a unit price, lump sum price, lot price or a trade discount from catalog list prices shall be exclusive of all such taxes and will be so construed.

13. Assignment. The Seller shall not assign, transfer, convey, sublet or otherwise dispose of theContract or its right, title or interest in or to the same or any part thereof without prior written consent of the GCRTA endorsed thereon or attached thereto, and any such attempt at assignment shall be void.

14. Compliance with Laws and Regulations. All materials and supplies furnished pursuant to thespecifications shall be in compliance with the laws and regulations of the United States and State of Ohio. Seller shall, if requested by the GCRTA, supply certification and evidence of such compliance. The Contract shall be construed pursuant to the laws of the State of Ohio. This Contract may be supported in part by Federal assistance under grants made by the Department of Transportation, Federal Transit Administration, pursuant to the Urban Mass Transportation Administration Act of 1964 and amendments (49 U.S.C. 1601 et seq.) and Surface Transportation Assistance Acts of 1982 and 1987. When so funded this Contract shall be subject to all rules and regulations promulgated pursuant thereto.

15. Safety Belt Use. Pursuant to Federal Executive Order No. 13043, Seller is encouraged to adopt andpromote on-the-job seat belt use for its employees and other personnel operating vehicles involved in the project.

16. Termination. The GCRTA may, by written notice to the Seller, terminate the whole or any part ofthis Contract.

17. Termination for Default. GCRTA may terminate this Contract for default, if within ten (10) days afterreceiving notice from the GCRTA, Seller fails to make delivery of conforming goods or to perform the services as required within the time specified herein or any extension thereof; or if the Seller fails to perform any of the other provisions of this Contract, or so fails to make progress so as to endanger performance of this Contract in accordance with its terms. Thereafter, the GCRTA may have the work completed and the Seller shall be liable for any resulting cost to the GCRTA.

18. Termination For Convenience. GCRTA may terminate performance of work under this Contract inwhole or in part for its convenience for any reason or for no reason at all without obligation to Seller other than for Seller’s prior performance. GCRTA requires Seller to perform prior to the date GCRTA gives notice of such termination to Seller.

19. Shipments. Should equipment, materials or commodities provided hereunder be transported byocean vessel, Seller shall comply with the requirements of PL 109-304 and 46 CFR Part 381 regarding the use of privately owned U.S. Flag commercial vessels. Should equipment, materials or commodities provided hereunder be transported by air carrier, Seller shall comply with 41 CFR Sections 301-10.131 through 301-10.143.

20. Non-Discrimination/ Preference. Seller agrees that it will not discriminate against any employee orapplicant for employment because of race, color, creed, national origin, sex, age or disability in accordance with the following Federal Statutes and regulations, and any other implementing regulations issued pursuant to the: Civil Rights Act as amended, Titles VI (42 U.S.C. 2000d) and VII (42 U.S.C. 2000e); Age Discrimination Act of 1975, as amended (42 U.S.C. 6102); Age Discrimination in Employment Act of 1967 as amended, (29 U.S.C. 623); Americans with Disabilities Act of 1990, as amended, (42 U.S.C. 12132 and 42 U.S.C. Sec. 12112) and implementing regulations (29 C.F.R. Part 1630), Federal transit law (49 U.S.C. 5332); Executive Order 11246, as amended by Executive Order 11375 (42 U.S.C. 2000e note) and implementing regulations (41 C.F.R. Parts 60 et seq.). The Seller also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by the Federal Transit Administration.



For capital projects funded, in whole or in part, with federal funds, Seller shall give a hiring preference, to the extent practicable, to veterans (as defined in section 2108 of title 5 of the Unites States Code) who have the requisite skills and abilities to perform the construction work required under the contract. This provision does not require the Seller to give preference to any veteran over any equally qualified applicant who is a member of any racial or ethnic minority, female, an individual with a disability, or former employee.

21. Socio-Economic Development. For purchases in excess of $25,000, Seller agrees to comply withapplicable federal and state laws/regulations that afford competitive opportunities for a Seller that qualifies as a disadvantaged business enterprise (DBE), minority owned firm, women’s business enterprise, or small business.

22. Wage and Hour. All Sellers and subSellers must compute wages based on a standard workweek of40 hours. Work in excess of 40 hours must be paid at a rate not less than one and one-half times the basic rate of pay. Compliance with 40 USC Sec. 3702, 29 CFR Part 5, and 40 USC Sec 3701(B)(3)(A)(iii) is required of all Sellers and subSellers.

23. Hazardous Materials. Where the goods or services procured involve the use or storage ofhazardous materials on RTA premises in Cleveland, Seller agrees to meet the requirements of Cleveland Codified Ordinance Section 394. Seller shall:

(a) Label the containers of hazardous or toxic substances that it delivers in accordance with the requirements of Federal and State4.06 (A).

(b) Provide labels and placards for use by GCRTA when deliveries are made in bulk and are to be stored by GCRTA in stationary containers pursuant to C.O.C. Section 394.06(B).

(c) Provide the hazard warnings applicable to the delivered goods that are required C.O.C., Section 394.06(d).

(d) Provide all material safety data sheets required C.O.C., Section 394.09

The delivery of the aforesaid information must accompany the delivery of the goods. Goods will not be inspected or accepted unless tendered in said manner.

24. Integrated Agreement. The Purchase Order/Contract in which these General Terms and Conditionsare incorporated into, together with any other documents incorporated by reference, constitute the entire agreement between the parties and supersedes and replaces any prior written or oral communication. Additional terms and conditions submitted by the Seller are disregarded unless specifically accepted by GCRTA in writing. Seller acknowledges that to the extent of conflict the GCRTA terms shall prevail, take precedence over, supercede and replace any conflicting or additional terms or contingencies proposed by Seller.

This Contract may be amended in writing by change notice or by a replacement purchase order.

Should any part or parts of this agreement be held unenforceable by any competent judicial body, such determination shall not affect the remainder thereof and the balance of this agreement shall remain in full force and effect.

25. Right to Audit. Seller shall maintain books, records, documents, and other evidence directlypertinent to the performance of the Work under this Contract in accordance with generally accepted accounting principles and practices consistently applied and Federal Acquisition Regulations, Parts 30 and 31, as applicable. GCRTA and its authorized representatives shall have the right to audit, to examine and to make copies of or extracts from all financial and related records (in whatever form they Large Purchase T&C’s Page 4 of 8 Rev. February 2016


may be kept, whether written, electronic, or other) relating to or pertaining to this Contract kept by or under the control of the Seller, including, but not limited to those kept by the Seller, its employees, agents, assigns, successors and subSellers. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files; all paid vouchers including those for out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; back charge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Seller shall, at all times during the term of this Contract and for a period of three years after the completion of this Contract, maintain such records, together with such supporting or underlying documents and materials. The Seller shall at any time requested by GCRTA, whether during or after completion of this Contract, and at Seller’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by GCRTA. Such records shall be made available to GCRTA during normal business hours at the Seller’s office or place of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for GCRTA. Seller shall ensure GCRTA has these rights with Seller’s employees, agents, assigns, successors, and subSellers, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Seller and any subSellers to the extent that those subcontracts or agreements relate to fulfillment of the Seller’s obligations to GCRTA. If the audit discovers substantive findings related to fraud, misrepresentation, or non‐performance, GCRTA may recoup the costs of the audit work from the Seller. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Seller’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of GCRTA’s findings to Seller.

26. Recycled Products/Energy Conservation. Seller agrees to comply with the requirements ofSection 6002 of the Resource Conservation and Recovery Act, as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the subject matter of this Contract. Seller further agrees to comply with applicable mandatory energy efficiency standards and policies of applicable state energy conservation plans issued in accordance with 42 USC Sections 6321 et seq.

27. Clean Air Act and Clean Water Act. Where the price of this procurement exceeds one hundredthousand dollars ($100,000.00), Seller agrees to comply with the requirements of the Clean Water Act and the Clean Air Act, 33 U.S.C. 1251 et seq. and 42 U.S.C. 7401 seq., respectively. Seller agrees to report and require each subSeller at any tier to report any violation of these requirements resulting from any implementation activity of a subSeller or itself to FTA and the appropriate U.S. EPA Regional Office.

28. No Obligation by the Federal Government. Seller and GCRTA agree that, notwithstanding anyconcurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, absent the express written consent of 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 GCRTA, the Seller or any other party pertaining to any matter resulting from the underlying Contract; Seller further agrees to include this clause, without modification, in any subcontract issued hereunder.

29. Program Fraud and False or Fraudulent Statements or Related Acts. Seller agrees that theprovisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. Sec 3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 C.F.R. Part 31 apply to its actions and those of its subSeller(s) pertaining to this Contract; Seller further agrees to include this clause, without modification, in any subcontract issued hereunder.

30. Reporting of Fraudulent/Improper Acts. If Seller suspects or has knowledge of unethical,improper and/or fraudulent acts by GCRTA personnel, including, but not limited to, conflicts of interest,



bribery, fraud, waste, abuse, extortion, and kickbacks, the Seller shall contact the GCRTA Executive Director of Internal Audit on the GCRTA Fraud Hotline (216-781-4080).

31. Required Provisions Deemed Inserted. Each and every clause required by Federal or Statestatute or regulation to be inserted into this Contract is deemed to be inserted herein and this Contract shall be read and enforced as though it were included herein. If through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party the Agreement shall forthwith be amended to make such insertion or correction.

32. Governing Law/Venue. This Contract shall be governed by and interpreted pursuant to the laws ofthe United States, the State of Ohio, and the Courts of Cuyahoga County, as appropriate, nothwithstanding any provisions or such law relating to jurisdiction. Should any part or parts of this Contract be held unenforceable by any court of competent jurisdiction, such determination shall not affect the remainder thereof and the balance shall remain in full force and effect.

33. Documents and Records (Paper and Electronic). Documents and records, including electronicrecords, created and maintained by the Seller under this Contract may be subject to the Ohio Public Records Act, Ohio Rev. Code § 149.43 et seq. The Seller shall maintain all documents and records related to this Contract, including electronic records, in accordance with GCRTA’s records retention policy and schedule. Under that policy, contracts are retained for fifteen (15) years. Prior to destruction of any documents or records related to this Contract, the Seller shall comply with the provisions of GCRTA’s records retention policy relating to destruction of records.

To the extent that the Seller becomes aware of actual or potential litigation related to this Contract, the Seller shall immediately notify the Authority’s Deputy General Manager for Legal Affairs. The Seller shall preserve any and all records, including electronic records, created or maintained under this contract until advised by the GCRTA Legal Department, in writing, that they are no longer needed. Any suspension issued under this paragraph shall supersede any previously or subsequently established destruction schedule for such records.

34. Buy America. For contracts over one hundred thousand dollars ($100,000.00), Sellers must complywith “Buy America Requirements.” 49 CFR Part 661.

35. Resolution of Disputes, Breaches, or Other Litigation. In the event of a dispute and/or breachrelated to this procurement, Seller shall contact the GCRTA Director of Procurement. For federally-funded procurements, GCRTA and the bidder must abide by FTA Protest Procedures, as described in the GCRTA Procurement Manual.

36. Insurance. Seller must have minimum insurance coverage, as identified herein below.

The Seller shall purchase and maintain from the date of receipt of order until the date of final payment the following minimum insurance coverages. Such insurance shall protect the Seller from claims which may arise out of Seller’s performance of the Contract and for which the Seller may be legally liable, whether such performance be by the Seller or a SubSeller or by anyone employed directly or indirectly by any of them, or by anyone for whose acts any of them may be liable.

a. Commercial General Liability Insurance in the amount of $1,000,000 combined single limiteach occurrence for bodily injury and/or property damage with a $1,000,000 annualaggregate. Owner will accept any combination of primary CGL and Excess or Umbrellapolicies to meet the minimum coverage requirements above. Said policy shall also include:

• Premises / Operations coverage• Personal Injury coverage



• Liability for independent Sellers• Products / Completed Operations liability insurance: This insurance must be maintained for a

period of not less than 2 years from the date of final payment.• Contractual liability coverage insuring the “hold harmless’ provision set forth in this Contract.• Said policy shall be written on an “occurrence” basis.

b. Automobile Liability Insurance in the amount of $1,000,000 combined single limit eachaccident for bodily injury and /or property damage. Said policy shall apply to all owned,leased, hired and non-owned vehicles used in connection with the work.

c. Statutory Workers’ Compensation coverage in compliance with all applicable state workers’compensation laws to cover all employees furnishing labor under the terms of this Contractand under the control of the Seller. Employers’ Liability coverage in the amount of$1,000,000 per accident / $1,000,000 per employee for disease will also be included, eitherunder the Workers’ Compensation policy or under the Commercial General Liability policy(Stop Gap) referenced under a. above. In Ohio: a copy of a certificate of premium paymentfrom the Industrial commission and Bureau of WC, or a copy of the Certificate of Employer’sRight to Pay Compensation Directly.

d. If the Contract involves the provision of any professional services to GCRTA (e.g.design, professional consulting, analysis): Professional Liability / Errors & OmissionsInsurance in the amount of $1 million per claim. The definition of wrongful acts must beapplicable to the work performed hereunder. As this insurance is written on a claims-madebasis, the policy must be maintained for a minimum of two years following completion of thework.

e. If the Contract involves work within 50 feet of the GCRTA (or any other Railroad)tracks: Railroad Protective Liability insurance naming GCRTA (or the other railroad, asapplicable) as an insured and having limits of no less than $2 million per occurrence and $6million in the aggregate to cover bodily injury liability, property damage liability and physicaldamage to property.

f. With written permission from the GCRTA Contract Administrator ONLY: Alternative toRailroad Protective Insurance: In many instances, it is possible for an organization to addressthis exposure by an endorsement to its commercial general liability policy if it is not in theconstruction business per se or if it does not customarily work in proximity of a railroad right-of-way. The applicable endorsement is CG 24 17 – Contractual Liability – Railroads. A copy of theendorsement must be attached to the required Certificate of Insurance.

g. General Requirements: The Seller shall not commence work herein until it has obtained therequired insurance in a form satisfactory to the GCRTA. It shall furnish evidence of suchinsurance in the form of a certificate (Acord or similar form). The Seller shall provide at leastfifteen (15) days prior written notice if the insurance should be changed or cancelled. Suchnotice shall be mailed by certified mail, return receipt requested, to the GCRTA care of theDirector of Procurement.

The Certificate of Insurance shall:

Name the GCRTA as an additional insured for coverages required under a. and b. above, for claims arising out of the performance of the Contract

Contain a waiver of subrogation in favor of the GCRTA. Specific reference to the subject Contract Specific reference to all deductibles & Self Insured Retentions (SIR)



Shall be primary and non-contributing to any insurance possessed or procured by owner and any self-insurance program maintained by owner.

An insurance company having less than a A-X rating by The A. M. Best Company will not be considered acceptable. All certificates are subject to acceptance by the GCRTA. The GCRTA shall be entitled to receive a full copy of the insurance policy(ies) upon request and reserves the right to review financial statements & approve any deductibles or self-insured retention (SIR). Any deductible or SIR is for the account of the Seller.

h. Approval by the GCRTA: Approval of the insurance by the GCRTA shall not relieve ordecrease the liability of the Seller hereunder. It is to be understood that the GCRTA does notin any way represent that the insurance or the limits of insurance specified herein aresufficient or adequate to protect the Seller’s interests or liabilities.

i. In the event Seller neglects, refuses or fails to provide the insurance required under theContract documents, or if such insurance is canceled for any reason, the owner shall have theright but not the duty to procure the same, and cost thereof shall be borne by Seller.

END OF TERMS AND CONDITIONS


ATTACHMENTS & ENCLOSURES

RFP No. 2016-068

ATTACHMENT A

REQUIREMENTS CONCERNING EEO & AFFIRMATIVE ACTION CONSTRUCTION OR NON-CONSTRUCTION

CONTRACTS AND SUBCONTRACTS

The GCRTA Office of Business Development is eager to assist you in fully completing the requirements of this Notice and the Authority’s Equal Employment Opportunity Program. If you have any questions, please call the Office of Business Development 216-566-5044. Please read carefully all of the information attached.

Proposers are cautioned, however, that oral representations may not be relied upon. Such representations must be confirmed by specific writing issued by the Director of Procurement as an addendum or as a clarification of this solicitation document.

The Affirmative Action Plan for equal employment opportunity is the Greater Cleveland Regional Transit Authority's (GCRTA) written commitment to undertake specifically planned action to ensure equality of opportunity in employment practices by firms contracting for goods and services with GCRTA.

As required by the Instruction, the following information must be submitted with your bid:

I. Form EEO-1 - Enclosure A-1

Equal Employment Data Forms showing the current utilization of minorities and women by job category within your organization.

II. Non-discrimination - Enclosure A-2

Affidavit assuring non-discrimination in employment practices.

III. Employment Practices - Enclosure A-3

All Proposers/Proposers and their first tier subcontractors or subconsultants proposing a contracthereunder in an amount of $l0,000 or more must complete Enclosure A-3. If the proposer or any of its firsttier subcontractors or subconsultants employ more than 50 persons and will be entering into a contracthereunder in an amount of $50,000 or more, then an Affirmative Action Plan for employment of minoritiesand women must be submitted when called for by GCRTA.

IV. Requirements Concerning the Submission of an Affirmative Action PlanEnclosure A-4 (For Non-Construction Contractors)

If requested, provide an Affirmative Action Plan(s) in accordance with the guidelines set forth on EnclosureA-4.

V. Requirements on Prime and Sub-Contractors – Enclosure A-5

All Contractors and their subcontractors bidding on a contract must complete Enclosure A-5.

Rev. 2/12

RFP No. 2016-068 Page 1 of 2

Joint Reporting Committee

• Equal EmploymentOpportunityCommission

• Office of FederalContractCompliancePrograms (Labor)

ENCLOSURE A-1 EQUAL EMPLOYMENT OPPORTUNITY

EMPLOYER INFORMATION REPORT EEO - 1 FOR

THE GREATER CLEVELAND REGIONAL TRANSIT AUTHORITY

Standard Form100

Section A--TYPE OF REPORT Refer to instructions for number and types of reports to be filed.

1. Indicate by marking in the appropriate box the type of reporting unit for which this copy of the form is submitted (MARK ONLY ONEBOX)

1. Single Establishment Employer Report Multi-establishment Employer

2. Consolidated Report (Required)

3. Headquarters Unit Report (Required)

4. Individual Establishment Report (submit one for each establishment with 50 or more employees).

5. Special Report

2. Total number of reports being filed by this Company (Answer on Consolidated Report only). ______________________________

Section B--COMPANY IDENTIFICATION (To be answered by all employers) 1. Parent Company

OFFICE USE ONLY

a. Name of parent company (owns or controls establishment in item 2) omit if same as labela.

Name of Receiving Office Address (Number and Street b.

City or Town County State Zip Code b. Employee Identification No.

2. Establishment for which this report is filed (Omit if same as label)OFFICE USE

ONLY a. Name of establishment

c.. Address (Number and street) City or Town County State Zip Code

d.

b. Employer Identification No. Omit if same as label e.

Section C--EMPLOYERS WHO ARE REQUIRED TO FILE (To be answered by all employers)

Yes No 1. Does the entire company have at least 100 employees in the payroll period for which you are reporting?

Yes No 2. Is your company affiliated through common ownership and/or centralized management with other entities in anenterprise with a total employment of l00 or more?

Yes No 3 . Does the company or any of its establishments (a) have 50 or more, employees AND (b) is not exempt as provided by41 CFR 60-l.5 AND either (1) is a prime government contractor or first tier subcontractor, and has a contract subcontract, or purchase order amounting to S50,000 or more or (2) serves as a depository of Government funds in any amount or is a financial institution which is an issuing and paying agent for U S Savings Bonds and Savings Notes?

If the response to question C - 3 is yes, please enter your Dun and Bradstreet identification number (if you have one)

Yes No 4 Does the company receive financial assistance from the Small Business Administration (SBA)?

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Section D - EMPLOYMENT DATA Employment at this establishment - Report all permanent full time or part-time employees including apprentices and on-the job trainees unless specifically excluded as set forth in the instructions. Enter the appropriate figures on all lines and in all columns. Blank spaces will be considered as zeros.

NUMBER OF EMPLOYEES Overall Male Female

JOB CATEGORIES Totals

Sum Of Col B

Thru K

White (Not of Hispanic Origin)

Black (Not of Hispanic Origin)

Hispanic Asian or Pacific

Islander

American Indian or Alaskan Native

White (Not of Hispanic Origin)

Black (Not of Hispanic Origin)

Hispanic Asian or Pacific

Islander

American Indian or Alaskan Native

Officials and Managers 1 Professionals 2

Technicians 3

Sales Workers 4

Office and Clerical 5 Craft Workers (Skilled) 6 Operatives (Semi Skilled) 7 Laborers (Unskilled) 8 Service Workers 9

TOTAL 10

Total employment reported in previous EE0-1 report 11

(The trainees below should also be included in the figures for the appropriate occupational categories above) Formal on-the-

White collar 12

job trainees

Production 13

NOTE: Omit questions 1 and 2 on the Consolidated Report

1. Date(s) of payroll period used: 2. Does this establishment employ apprentices?1. Yes 2. No

Section E--ESTABLISHMENT INFORMATION (Omit on the Consolidated Report)1. Is this the location of the establishment the same as that

reported last year?2. Is the major business activity at this establishment the same

as that reported last year? Office 1 Yes 2 No 3 No Report 1 Yes 2 No 3 No Report Use Only

3. What is the major activity of this establishment? (Be specific, i e, manufacturing steel castings, retail grocer, wholesaleplumbing supplies, title insurance, etc. Include the specific type of product or type of service provided, as well as the principal business or industrial activity.)

Section F--REMARKSUse this item to give any identification data appearing on last report which differs from that given above explain major

changes in composition or reporting units and other pertinent information

NOTE: The section below must be completed and signed by your company Section G--CERTIFICATION (See Instructions G)

Check one

1 All reports are accurate and were prepared in accordance with the instructions (check on consolidated only)2 This report is accurate and was prepared in accordance with the instructions

Name of Certifying Official Title Signature Date

Name of person to contact regarding this report (Type or print) Address (Number and Street)

Tittle City and State Zip Code Telephone Area Code Number Extension

All reports and information obtained from individual reports will be kept confidential as required by Section 709(e) of Title Vll WILLFULLY FALSE STATEMENTS IN THIS REPORT ARE PUNISHABLE BY LAW, U S CODE TITLE 18, SECTION 1001

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ENCLOSURE A-2 NONDISCRIMINATION AFFIDAVIT

STATE OF ____________________) ) SS

COUNTY OF __________________)

______________________________________, being first duly sworn deposes and says:

1. That he/she is the _________________(President or other authorized official of Company, or Partnership,a Corporation or Partnership organized and existing under and by virtue of the laws of the State of_____________________ on whose behalf he/she makes this affidavit (hereinafter "Contractor").

2. That Contractor does not and will not discriminate in its employment practices because of race, religion,color, sex, national origin, handicapped persons or Vietnam-Era Veterans.

3. That Contractor further understands this contract, purchase order or agreement is subject to the UrbanMass Transportation Act of 1964, as amended (49 U.S.C. 1601, et seq.) and Exec. Order. 11246, asamended, and the Affirmative Action Policy of GCRTA, and shall be subject to all rules and/or regulationsissued pursuant thereto regarding nondiscrimination in federally-assisted programs of the United StatesDepartment of Transportation.

4. That Contractor agrees to be bound to the obligations imposed by said act, executive ordinance and policy.

5. That Contractor agrees that during the performance of any contract resulting from this bid/proposal:

a. The Contractor will not discriminate against any employee or applicant for employment because ofrace, color, religion, sex, or national origin. The Contractor will take affirmative action to ensurethat applicants are employed, and that employees are treated during employment without regardto their race, color, religion, sex, or national origin. Such action shall include, but not be limited tothe following: employment, upgrading, demotion, or transfer, recruitment or rates of pay or otherforms of compensation; and selection for training, including apprenticeships. The Contractoragrees to post in conspicuous places, available to employees and applicants for employment,notices to be provided by the GCRTA setting forth the provisions of this nondiscrimination clause.

b. The Contractor will, in all solicitations or advertisements for employees placed by or an behalf ofthe Contractor, state that all qualified applicants will receive consideration for employment withoutregard to race, color, religion, sex, or national origin.

c. The Contractor will send to each labor union or representative of workers with which he has acollective bargaining agreement or other contact or understanding, a notice to be provided by theGCRTA advising the said labor union or worker’s' representative of the Contractor’s commitmentsunder this Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies ofthe notice in conspicuous places available to employees and applicants for employment.

d. The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, asamended by Executive Order 11375, and with the rules, regulations, and relevant orders of theSecretary of Labor.

e. The Contractor will furnish all information and reports required by Executive Order 11246 ofSeptember 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuantthereto, and will permit access to his books, records, and accounts by the GCRTA and theSecretary of Labor for purposes of investigation to ascertain compliance with such rules,regulations, and orders.

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f. In the event of the Contractor’s noncompliance with the nondiscrimination clauses of thisagreement or with such rules, regulations or orders, this agreement may be canceled, terminated,or suspended in whole or in part, and the Contractor may be declared ineligible for furthergovernment contracts of Federally assisted contracts in accordance with procedures authorized inExecutive Order 11246 of September 24, 1965, as amended, and such other sanctions may beimposed and remedies invoked as provided in Executive Order 11246 of September 25, 1965, orby rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

g. The Contractor will include a citation to 41 CFR 60-1(b) and (c) and the provisions of Paragraphs(a) through (g) herein, in every subcontract or purchase order unless exempted by rules,regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order11246 of September 24, 1965, as amended by Executive Order 11375, so that such provisionsshall be binding upon each subcontractor or vendor. The Contractor will take such action withrespect to any subcontract or purchase order as the Secretary of Labor may direct as a means ofenforcing such provisions, including sanctions for noncompliance, provided, however, that in theevent a Contractor becomes involved in, or is threatened with, litigation with a subcontractor orvendor as a result of such direction by the Urban Mass Transportation Administration, theContractor may request the United States to enter into such litigation to protect the interests of theUnited States.

__________________________________________ Company or Partnership

__________________________________________ (President or other official title)

Subscribed and sworn to before me, this _______ day of ____________________ , 20 ___.

_________________________________________ Notary Public in and for the County of ____________________

State of _______________.

My commission expires on the ___________ day of ________________ , 20 ____.

(Seal)

(TO BE SUBMITTED WITH BID)

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ENCLOSURE A-3 EMPLOYMENT PRACTICES

(FOR NON-CONSTRUCTION CONTRACTORS ONLY)

To Be Prepared By:

Non-construction Prime Contractors and first tier subcontractors or suppliers with a contract greater than $10,000.

Solicitation No. ________________________________________________

Name of Project ________________________________________________

Location of Workforce ________________________________________________

Prime Contractor ________________________________________________

Subcontractor ________________________________________________

In keeping with GCRTA policy of nondiscrimination in employment practices, the ________________________________________ has set as a one year goal for the utilization of (Name of Company) minorities and females having requisite skills equal to be number and percentage that is in relation to their presence in the labor market area used, which is _____ % for minorities and _____ % for females. The ____________________________________ , by its ___________________ assures the GCRTA that good faith efforts will be used to achieve said goals. The good faith efforts proposed are described in the attached narrative. (If more than 50 employees and a contract of $50,000 or more is contemplated, an Affirmative Action Plan per Enclosure A-4 is supplied in lieu of this narrative and is submitted when called for by the GCRTA.)

________________________________________________ Signature and Title of Company Official (Contractor)

________________________________________________ Signature and Title of Company Official (Subcontractor)

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ENCLOSURE A-4 REQUIREMENTS CONCERNING THE SUBMISSION OF AN

AFFIRMATIVE ACTION PLAN (FOR NON-CONSTRUCTION CONTRACTORS)

Where the non-construction prime contractor or subcontractor has 50 or more employees and is participating in contracts with the GCRTA which exceed $50,000, an Affirmative Action Plan must be submitted to the GCRTA Office of Business Development when called for.

At a minimum, in accordance with the RFP the following information must be provided in your Affirmative Action Plan:

I. Equal employment policy statement for the employment of minorities and women.

A. How and to whom was policy statement circulated?

1. Internally (within your company)

2. Externally (all sources used for recruitment).

B. Who is or will be responsible for the implementation of these policies?

II. Goals and Timetables for hiring minorities and women for the next year, or duration of thiscontract, whichever is greater, including:

A. Total employees expected to be employed in each job category (use job categories shown on EEO-1 form).

B. Group employees (Blacks, Hispanics, women, etc.) in each job category.

C. Labor market availability group information - availability of minorities and women. With the exception of Construction Contractors, use this information to establish the goals required in Item "e" (contact State employment office to get this information).

D. Number of expected job opportunities. If not expected, goals as required in Item "e" must still be established to allow for unexpected hiring.

E. Goals number and percent of minorities and women to be reached.

F. If goals are not reached within the period specified, when called for you must justify the reasons for not meeting the goals by demonstrating the good faith efforts used to meet the goals.

III. Development and Execution of Program

A. Method to be used for recruiting job applicants.

1. Recruiting efforts should be directed towards schools, colleges, universities,newspapers, radio, state employment offices, churches, social and employmentagencies and other sources appropriate for your needs, i.e., labor unions.

2. These efforts when called for, must be substantiated by written documentation.

B. Method used for evaluating program.

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ENCLOSURE A-5 REQUIREMENTS CONCERNING PRIME AND SUB-CONTRACTORS

Contract No.: ___________ Project Name: ________________________________

In accordance with FTA Federal Regulation 49 CFR, Part 26.11, the Office of Business Development is required to create and maintain a bidders lists on all Prime and Sub-Contractors that seek to participate on Greater Cleveland Regional Transit Authority (GCRTA) Federally assisted contracts. Please complete this information in its entirety.

PRIME CONTRACTOR (This information must be provided on the Prime bidder on this Project)

Name of Firm: ___________________________________________� Certified DBE � Non-DBE

Mailing Address: _______________________________________________________________

City/State/Zip Code: ____________________________________________________________

Contact: ___________________________ Phone No. ______________Fax No. ____________

Date Business Established (Month, Day and Year): ___________________________________

Gross Sales in Dollars Last FY: � Less than $500,000 � $500,000 - $1 million � $1 million - $2 million � $2 million - $5 million � Over $5 million

SUB-CONTRACTOR(S) (This information must be provided for all sub-contractor(s) proposed to work on this Project)

Name of Firm Certified DBE Yes No

Year Firm Established

Contract Amount

Approximate Annual Gross Sales

I certify the above information contained in this document is true and accurate as of the stated date. I understand FALSE or misleading statements may disqualify the firm from participation on GCRTA’s Federally assisted contracts.

____________________________ ____________________________ _______________ Title of Person Authorized to Sign Signature Date

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ATTACHMENT B

DISADVANTAGED BUSINESS ENTERPRISE UTILIZATION

DEPARTMENT OF TRANSPORTATION POLICY

It is the policy of the Department of Transportation that socially and economically disadvantaged and women's business enterprises (DBEs), as defined at Title 49, Code of Federal Regulations, Part 23 and 26, shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds. Consequently, the DBE requirements of 49 CFR, Part 23 and 26, shall apply to any agreement resulting from this procurement.

Participants in this procurement agree to ensure that DBEs, as defined at 49 CFR, Part 23 and 26, have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with federal funds. In this regard, the Proposers shall take all necessary and reasonable steps in accordance with 49 CFR, Part 23 and 26, and GCRTA’s DBE Program to ensure that DBEs have the maximum opportunity to compete for the performance of contracts. Neither the Proposers nor the selected contractor shall discriminate on the basis of race, color, national origin or sex in the performance of a resulting DOT-assisted contract.

I. OVERALL GOALS

The term "disadvantaged business" means a small business concern, which is at least 51 percent owned by one or more socially and economically disadvantaged persons or, in the case of a publicly owned business, at least 51 percent of the stock of which is owned by one or more socially and economically disadvantaged individuals and whose management and daily business operation are controlled by one or more of the socially and economically disadvantaged individuals who own it.

“socially and economically disadvantaged individuals” means a citizen of the United States (or lawfully admitted permanent resident) who meets the criteria set forth in 49 C.F.R. Section 26.5. The GCRTA sets a three (3) year overall DBE goals for work to be performed under GCRTA contracts, including construction activity procurement of common goods and services, and personal service contracts. While the expected percentage of certified DBE utilization may vary from contract to contract due to the availability of DBEs in any given line of work, the GCRTA believes that overall goals to be realistically obtainable over time with the assistance of the federal government, the business community and DBE organizations.

In order to meet Federal requirements and to provide for maximum participation of certified DBEs, the GCRTA specifies a percentage of participation goal in contracts with subcontracting opportunities (the percentage may be zero).

The transit vehicle manufacturers are exempt from the requirements, Terms and Conditions of this Attachment B, but must, as a condition for bidding, show evidence of FTA certification.

II. CONTRACT GOALS

The GCRTA has specified a DBE goal of fifteen (15%) percent for the work to be performedunder this contract.

A. When a DBE participates in a contract, you count only the value of the work actually performed by the DBE toward DBE goals.

1. Count the entire amount of that portion of a construction contract (or othercontract not covered by Paragraph (A)(2) of this section) that is performed by theDBE’s own forces. Include the cost of supplies and materials obtained by theDBE for the work of the contract, including supplies purchased or equipmentleased by the DBE (except supplies and equipment the DBE subcontractorpurchases or leases from the prime contractor its affiliate).

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2. Count the entire amount of fees or commissions charged by a DBE firm forproviding a bona fide service, such as professional, technical, consultant, ormanagerial services, or for providing bonds or insurance specifically required forthe performance of a DOT-assisted contract, toward DBE goals, provided youdetermine the fee t be reasonable and not excessive as compared with feescustomarily allowed for similar services.

3. When a DBE subcontracts part of the work of its contract to another firm, thevalue of the subcontracted work may be counted toward DBE goals only if theDBE’s subcontractor is itself a DBE. Work that a DBE subcontracts to a non-DBE firm does not count toward DBE goals.

a) When a DBE performs as a participant in a joint venture, count a portionof the total dollar value of the contract equal to the distinct, clearlydefined portion of the work of the contract that the DBE performs with itsown forces toward DBE goals.

b) Count expenditures to a DBE contractor toward DBE goals only if theDBE is performing a commercially useful function on that contract.

4. A DBE performs a commercially useful function when it is responsible forexecution of the work of the contract and is carrying out its responsibilities byactually performing, managing, and supervising the work involved. To perform acommercially useful function, the DBE must also be responsible, with respect tomaterials and supplies used on the contract, for negotiating price, determiningquality and quantity, ordering the material, and installing (when applicable) andpaying for the material itself. To determine whether a DBE is performing acommercially useful function, you must evaluate the amount of worksubcontracted, industry practices, whether the amount the firm is to be paidunder the contract is commensurate with the work it is actually performing andthe DBE credit claimed for its performance of the work, and of the relevantfactors DBE does not perform a commercially if its role is limited to that of anextra participant in a transaction, contract, or project through which funds arepassed in order to :

a) To be a regular dealer, the firm must be an established, regular businessthat engages, as its principal business and under its own name, in thepurchase and sale or lease of the products in question.

b) A person may be a regular dealer in such bulk items as petroleumproducts, steel, cement, gravel, stone, or asphalt without owning, operating, or maintaining a place of business; if the person both owns and operates distribution equipment for long-term lease agreement and not on an ad hoc or contract by contract basis.

c) Packagers, brokers, manufacturers’, representatives, or other personswho arrange or expedite transactions are not regular dealers within themeaning of this paragraph.

d) With respect to materials or supplies purchased from a DBE which isneither a manufacturer nor a regular dealer, count the entire amount offees or commissions charged for the delivery of materials or suppliesrequired on a job site, toward DBE goals, provided you determine thefees to be reasonable and not excessive as compared with feescustomarily allowed for similar services. Do not count any portion of thecost of the materials and supplies themselves toward DBE goals.

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Sixty percent of the total dollar value will be counted in the case of a DBE supplier that is not a manufacturer, provided that the DBE supplier performs a commercially useful function in the supply process to include brokers etc in accordance with 49 CFR 26.55 Paragraph 2b.

III. BIDDING REQUIREMENTS, TERMS AND CONDITIONSA. In addition to any other requirements contained in this Invitation to Bid or Request for

Proposal, the following DBE Program requirements must be satisfied, bid must include a representation that:

1. The Proposer has met the goal established by the Authority for this procurement,or

2. The Proposer has made a good faith effort to attain the level of DBE participationsought by the Authority for this procurement

Each Proposer must include a statement in attachment B-1 of the level of DBE participation attained through such effort. This submittal is regarded as a matter of bid responsiveness. Failure to make these submittals will serve to disqualify the bid as non-responsive to this Invitation to Bid.

B. Each Proposer should also prepare a complete DBE Participation Plan that sets forth the extent of DBE involvement in this procurement, these materials are to be provided upon request, and will be considered in determining Proposer responsibility.

C. DBE participation plans shall include the following minimum information: 1. DBE Participation Schedule, (Attachment B-3) which includes:

a) Names and addresses of the DBE entities that will participate in thecontract;

b) The dollar amount of the participation of each named DBE;c) A description of the work each named DBE will perform;d) Verification of Certification attachment B-2 and Letter of Intent

(Attachment B-4) from each DBE whose participation is proposed for theperformance of this contract as a subcontractor or joint venture partner.

2. If the DBE goal is not met, the Proposer must document in attachment B-5entitled Greater Cleveland RTA Office of Business Development Form GoodFaith Efforts Documentation the good faith efforts it made to include DBEparticipation in the contract. The documentation of the efforts is discussed ingreater detail in paragraph 6 of this Section.

3. The following standards shall be applied in assessing the responsibility of theDBE plan submitted:

a) Whether the participation plan contains capable currently certified DBEfirms.

b) Whether the firms listed in the plan are performing a commercially usefulfunction

c) Whether the listed firms are sharing monetary benefit in proportion totheir share of the work of the project.

d) Whether the plan exhibits a likelihood of goal attainment.e) Whether the prime/sub relationships are firm, i.e., whether conditional

subcontractors have been entered.

D. The contractor must receive the approval of GCRTA Office of Business Development before termination or making substitution for any subcontractors listed in its DBE plan.

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Authority certified DBE entities are eligible for inclusion in a plan. Consult the Unified Certification Directory, which is available upon request from the Procurement Department or the Office of Business Development (OBD) of the Authority for assistance in ascertaining certified status of some DBEs. All DBE entities are eligible for certification. Applications for certification must be made on the GCRTA Office of Business Development Disadvantaged Business Enterprise Unified Certification Application (UCP) (available on request of OBD) and submitted in advance of bid date.

1. The Authority will attempt to certify proposed DBE entities prior to bid; however it will not consider request for certification not completed prior to submittal of bids.

2. Proposer should not rely upon the approval of the certification applications submitted by its proposed DBEs will be approved for participation credit for this procurement. Certification for participation credit for this procurement will not be made after bids/proposals are opened).

3. However, substitution of DBE entities appearing in a plan may be permitted where the Disadvantaged Business Enterprise Officer (DBEO) determines that such substitution will not result in an abuse of the DBE Program. The burden of demonstrating the propriety of such substitution lies with the Proposer seeking such substitution. Denial of certification is final for the pending contract. Any person denied certification may appeal such decision in accordance with the provisions of 49 CFR, Part 26, Section 28.89, which is reproduced as part of the Unified Certification Application.

E. The Authority may at any time prior to award seek clarification or additional information bearing upon Proposer responsibility in respect of DBE involvement with this procurement. If sought, such

F. Information will be strictly confined to matters of Proposer responsibility and should be received by the Authority within three (3) business days of the date request thereof is made.

The Proposer’s commitment to a specific goal for DBE utilization as detailed in its DBE Plan shall constitute a presumption that good faith efforts to meet the DBE goal by subcontracting to or undertaking to joint venture with DBE firms have been made. If the Proposer fails to meet the goal, it will carry the burden of furnishing sufficient documentation, demonstrating its good faith efforts, by utilization.

The standard by which the Authority will determine whether the efforts made by a Proposer were good faith efforts is whether such efforts could be reasonably be expected to produce sufficient DBE participation to meet the goals set for this procurement in reaching this decision, the Authority may consider all efforts advanced by the Proposer as well as the following:

1. Did the contractor attend any scheduled pre-solicitation or pre-bid meetings to inform DBEs of contracting and subcontracting opportunities?

2. Did the contractor advertise in general circulation, trade association and minority-focus media concerning the subcontracting opportunities?

3. Did the contractor provide written notice to a reasonable number of specific DBEs that their interest in the contract was being solicited, in sufficient time to allow the DBEs to participate effectively?

4 Did the contractor/supplier follow up with the DBE firms interested in participating. 5 Did the contractor/supplier select portions of work to be done by DBEs (including

dividing contracts into economically feasible units to facilitate participation)?

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6 Did the contractor provide adequate information about plans, specifications, and/or contracting requirements?

7. Did the contractor negotiate in good faith with interested DBEs, not rejecting

DBEs as unqualified without sound reasons?

8. Did the contractor make efforts to provide assistance to obtain bonding, lines of credit, or insurance?

9. Did the contractor effectively use the services of available minority and female organizations, contractors’ groups, state and local offices, etc., that have knowledge of available DBE firms or the names or organizations to locate such firms?

H. In the event a contract is awarded as a result of this procurement, the DBE Participation

Plan submitted by the successful Proposer and the terms, conditions and requirements contained in this notice shall become an integral part of the contract, binding said Proposer to full and faithful performance in accordance with said plan.

I. Any award resulting from the procurement shall be and is conditioned upon the attainment of the aforesaid goals or the satisfactory showing of good faith efforts to attain said goals.

J. During the performance of any resulting contract and for a period of up to three (3) years following completion of the contract work the Authority may initiate reviews for compliance with the requirements of the Authority's DBE Program and the successful Proposer’s (hereinafter “Contractor”) DBE Participation Plan such reviews may involve review of monthly statements, desk audits and/or onsite reviews. Where a Contractor is found by the Authority to have failed to comply with the requirements of the DBE Program or the Contractor’s DBE Participation Plan, the Contractor will be required to take corrective action. If corrective action is not promptly taken by the offending Contractor, the following sanctions may be imposed (singly, in any combination, and in addition to any other remedies provided by law or equity):

1. The Authority may withhold all further payments under the contract.

2. The Contractor may be ordered to stop work

3. The contract may be terminated for breach.

4. Suspension or debarment proceedings may be commenced in accordance with 49 CFR, Part 29.

5. The Director of Procurement may find the defaulting contractor non-responsible in respect to other solicitations for a stated period of time.

6. The contract payments may be reduced by an amount equal to that designated in the DBE plan for DBE participation.

7. The relevant performance bond(s) may be enforced.

K. Agreements between a supplier/contractor and a DBE in which the latter promises not to provide subcontracting quotations to other suppliers/contractors are prohibited.

L. The Contractor will keep records and documents for three (3) years following performance of this contract to indicate compliance with this notice. Such records and, or copies thereof, will be made available at reasonable times and places for inspection by any authorized representative of the Authority and will be submitted to Authority upon request with any other compliance information which such representative may require.

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M. If, at any time, the Department of Transportation or RTA has reason to believe that any person or firm has willfully or knowingly provided incorrect information or made a false statement, it may refer the matter to the General Counsel of the Department of Transportation. They may initiate debarment proceedings in accordance with 41 CFR 1-1.604 and 12-1.602 and/or refer the matter to the Department of Justice under 18 U.S.C. 1001, as they deem appropriate.

N. Proposers and Contractors agree to be bound by all the requirements, terms and conditions of this notice.

O. Nothing in this notice shall be interpreted to diminish the present contract compliance review.

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ENCLOSURE B-1

DECLARATION OF PROPOSED DISADVANTAGED BUSINESS ENTERPRISE UTILIZATION

THIS PAGE MUST BE COMPLETED BY PRIME PROPOSER TO INDICATE THE AMOUNT (PERCENTAGE) OF DISADVANTAGED BUSINESS ENTERPRISE PARTICIPATION.

The undersigned, as a representative of the entity, ________________________________ , submitting a bid/proposal for the _______________________________________ project, hereby acknowledges that the DBE goal established for this project is _____ %.

Note: Proposer shall make one of the two certifications noted below:

1. The Proposer further represents that the proposed level of DBE participation as set forth in the enclosed Schedule of DBE participation for this project is _____ % and represents attainment of the DBE participation goal Letters of Intent confirming the proposed participation of the DBEs set forth on the Schedule of DBE Participation are attached.

2. The Proposer further represents that the proposed level of DBE participation as set forth in the enclosed Schedule of DBE participation for this project is _____ %. However, this level of DBE participation is less than the goal established for this project. The Proposer has attached:

a. the Schedule of DBE participation showing the level of DBE participation the Proposer has been able to obtain, supplemented with Letters of Intent confirming the proposed participation of the DBEs set forth on the Schedule of DBE Participation; and,

b. documentation of the Proposer’s good faith efforts to achieve the goal established for this project. This documentation shall include Certificates of DBE Unavailability for each contacted by the prime Proposer which will not be participating in performance of the contract). The documentation of the these efforts is discussed in greater detail in Section III. G of Attachment D.

______________________ Date

______________________ Representative of Proposer

______________________ Title

(TO BE SUBMITTED WITH BID)

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ENCLOSURE B-2 DBE AFFIDAVIT

THIS PAGE TO BE COMPLETED BY DISADVANTAGED BUSINESS ENTERPRISE CONTRACTOR.

I hereby declare and affirm that I am the ________________________________________________and

duly authorized representative of the (firm of) _______________________________________________

________________________________________________(name of corporation or joint venture) whose

address is ___________________________________________________________________________

____________________________________________________________________________________

_________________________. (Telephone Number

I HEREBY DECLARE AND AFFIRM THAT I AM A DISADVANTAGED BUSINESS ENTERPRISE (DBE) AS DEFINED BY THE GREATER CLEVELAND REGIONAL TRANSIT AUTHORITY IN THE SPECIFICATIONS FOR ____________________________________________________________________________________ ____________________________________________________________________________________

(IFB number and name) AND THAT I WILL PROVIDE INFORMATION AND/OR THE CERTIFICATION TO DOCUMENT THIS FACT. I DO SOLEMNLY SWEAR OR DECLARE AND AFFIRM THAT THE CONTENTS OF THE FOREGOING STATEMENT ARE TRUE AND CORRECT, AND THAT I AM AUTHORIZED, ON BEHALF OF THE ABOVE FIRM, TO MAKE THIS AFFIDAVIT.

_____________________________________ (Affiant)

______________________________________ (Date)

State of ______________________________________________________)

) City and County of _____________________________________________ ) On this ________ day of _______________________________, _______, before me, the undersigned officer personally appeared. ____________________________________, known to me to be the person described in the foregoing Affidavit, and acknowledged that he (she) executed the same in the capacity therein stated and for the purposes therein contained. In witness thereof, I hereunto set my hand and official seal. My Commission Expires:____________________________________ ________________________________________________________

(Notary Public) (SEAL)

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ENCLOSURE B-3

DISADVANTAGED BUSINESS ENTERPRISE (DBE) PARTICIPATION PLAN

Name of Prime Contractor

Name of Project

Project/Contract No Total Bid Amount

Name of DBE DBE Category Address Contact Person &

Telephone No. Scope of Work Dollar Value of Work

1.

2.

3.

4.

5.

6.

7.

Total DBE Dollars/%

The undersigned will enter into formal agreement with the DBEs listed above for work in this schedule conditioned upon the award of a contract by the Greater Cleveland Regional Transit Authority (GCRTA).

Signature of Prime Contractor Representative Phone Number Date

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The standard by which the Authority will determine whether the efforts made by a competitor were good faith efforts is whether such efforts could be reasonably be expected to produce sufficient DBE participation to meet the goals set for this procurement in reaching this decision, the Authority may consider all efforts advanced by the competitor as well as the following: 1. Whether the contractor attended any pre-solicitation or pre-bid meetings that were scheduled by the

recipient to inform DBEs of contracting and subcontracting opportunities; 2. Whether the contractor advertised in general circulation, trade association, and minority-focus media

concerning the subcontracting opportunities; 3. Whether the contractor provided written notice to a reasonable number of specific DBEs, that their

interest in the contract was being solicited in sufficient time to allow the DBEs to participate effectively;

4. Whether the contractor followed up initial solicitations of interest by contacting DBEs to determine

with certainty whether the DBEs were interested; 5. Whether the contractor selected portions of the work to be performed by DBEs in order to increase

the likelihood of meeting the DBE goals (including, where appropriate, breaking down contracts into economically feasible units to facilitate DBE participation);

6. Whether the contractor provided interested DBEs with adequate information about the plans,

specifications and requirements of the contract; 7. Whether the contractor negotiated in good faith with interested DBEs, not rejecting DBEs as

unqualified without sound reasons based on a thorough investigation of their capabilities. 8. Whether the contractor made efforts to assist interested DBEs in obtaining bonding, lines of credit, or

insurance required by the recipient or contractor; and 9. Whether the contractor effectively used the services of available minority community organizations;

disadvantaged contractors' groups; local, state and Federal disadvantaged business assistance offices; and other organizations that provide assistance in the recruitment and placement of DBEs.

The following standards shall be applied in assessing the responsibility of the DBE plan submitted: 1. Whether the participation plan contains capable certified DBE firms. 2. Whether the firms listed in the plan are performing a commercially useful function. 3. Whether the listed firms are sharing monetary benefit in proportion to their share of the work of the

project. 4. Whether the plan exhibits a likelihood of goal attainment. 5. Whether the prime/sub relationships are firm, i.e., whether conditional subcontractors have been

entered.

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RFP No. 2016-068 Page 1 of 2

ENCLOSURE B-4 LETTER OF INTENT TO PERFORM AS A SUBCONTRACTOR

Project: ________________________________ No.: ________________________________

Location: ________________________________

To: ____________________________________ Prime or General Proposer

____________________________________ Address

____________________________________ City/State

I am the ________________________ and duly authorized representative of the (firm of) ____________________________________ which intends to perform work for the above project operating as (strike out conditions that do not apply) an individual, a Company, a Corporation, organized and existing under the law of the State of ______________ , or a Proprietorship, a Partnership, or Joint Venture consisting of:

____________________________________________________________________________________

____________________________________________________________________________________

The firm that I represent is a Disadvantaged Business Enterprise (DBE) as defined by the Greater Cleveland Regional Transit Authority in the specifications for:

____________________________________________________________________________________ (IFB Name and Number)

I further represent that the firm is a Disadvantaged Business Enterprise which: is currently certified by the Greater Cleveland Regional Transit as a disadvantaged business enterprise with a certification date of ________________________________.

I will provide information and/or the certification to document the representation noted above upon your request.

The undersigned is prepared to perform the following described work in connection with the above project, (specify in appropriate detail particular work items or parts thereof to be performed): ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ at the following price: _________________________________________________________________. You have projected the following commencement date for such work, and the undersigned is projecting completion of such work as follows:

Type of Work and Items Work Hours Involved Projected Commencement Date

Projected Completion Date

1. _________________ ___________________ ___________________ ___________________ 2. _________________ ___________________ ___________________ ___________________ 3. _________________ ___________________ ___________________ ___________________

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RFP No. 2016-068 Page 2 of 2

4. _________________ ___________________ ___________________ ___________________5. _________________ ___________________ ___________________ ___________________6. _________________ ___________________ ___________________ ___________________

I further represent that __________ percent (____%) of the dollar value of my subcontract will be performed by contractors and/or suppliers, which are not certified by the Authority as a Disadvantaged Business Enterprise. The undersigned will enter into a formal agreement for the above work with you conditioned upon your execution of a contract with the Authority.

Respectfully submitted, this

_____ day ____________, 20____

(DBE Firm Name) _______________________________ (Address) _______________________________

_______________________________

_______________________________

(Signature) _______________________________ (Name Typed) _______________________________

(Title) _______________________________

(SEAL IF PROPOSER IS A CORPORATION)

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RFP NO. 2016-068 PAGE 1 OF 3

ATTACHMENT C

PROPOSER’S AFFIDAVIT

NOTE: Each Proposer shall furnish this affidavit, properly executed and containing all required information, with his bid. If you fail to comply, your bid may not be considered.

State of Ohio ) ) SS )

____________________________________, being first duly sworn deposes and says:

Individual only: That he is an individual doing business under the name of ____________ ________________________________________________________ at _____________________________________________________ in City of _________________________, State of ____________.

Partnership only: That he is the duly authorized representative of a partnership doing business under the name of ___________________at _________________________________________________________, in the City of __________________________, State of _____________.

Corporation only: That he is the duly authorized, qualified and acting _____________ ___________________________________________________ of _____________________________________, a corporation organized and existing under the laws of the State of _______ with its principal place of business at __________________________________________________________,and that he, said partnership or said corporation, is filing herewith a proposal or bid to the Greater Cleveland Regional Transit Authority in conformity with the foregoing specifications;

Individual only: Affiant further says that the following is a complete and accurate list of names of and addresses of all persons interested in said proposal/contract: _______________________________________________________________________________________________________________________________________________________________.

Affiant further says that he is represented by the following attorneys: ________________________________________________________________________________________________________________________ and is also represented and is also represented by the following resident agents in the City of Cleveland: ________________________________________________________________ __________________________________________________________________________________________________________.

Partnership only: Affiant further says that the following is a complete and accurate list of the names and addresses of the members of said partnership: ____________________________________________________________________________________________________________________________________________________________________________________________________________________.

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RFP NO. 2016-068 PAGE 1 OF 3

Affiant further says that the partnership is represented by the following attorneys: _________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ and is also represented and is also represented by the following resident agents in the City of Cleveland: ________________________________________________________________ __________________________________________________________________________________________________________________________.

Corporation only Affiant further says that the following is a complete and accurate list of the officers, directors and attorneys of said corporation:

President Directors:

Vice President

Secretary

Local Manager or Agent

Attorneys

And that the following officers are duly authorized to execute contracts on behalf of said corporation _________________________________________________ ________________________________________________________________ __________________________________________________________________________________________________________.

Affiant further says that the proposal or bid filed herewith is not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization or corporation; that such bid is genuine and not collusive or sham; that said Proposer has not, directly or indirectly, induced or solicited any other Proposer to put in a false or sham bid, and has not directly or indirectly, colluded, conspired, connived or agreed with any Proposer or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that said Proposer has not in any manner, directly or indirectly sought by agreement, communication or conference with anyone to fix the bid price of said Proposer or of any other Proposer, or to fix any overhead, profit, or cost element of such bid price or that of any other Proposer, or to secure any advantage against the Greater Cleveland Regional Transit Authority, the Board, or anyone interested in the proposed contract; that all statements contained in such bid are true, that said Proposer has not, directly or indirectly, submitted his bid price or any breakdown thereof or the contents thereof or the contents thereof, or divulged information or data relative thereto, or paid or agreed to pay , directly or indirectly, any money, or other valuable consideration for assistance or aid rendered or to be rendered in procuring or attempting to procure the contract above referred to, to a corporation, partnership, company, association, organization, or to any member or agent thereof, or to any other individual, except to such person or persons as herein above disclosed to have a partnership or other financial interest with said Proposer in his general business; and further that said Proposer will not pay or agree to pay, directly or indirectly, any money or other valuable consideration to any corporation, partnership, company, association, organization or to any member or agent thereof, or to any other individual, for aid or assistance in securing contract above referred to in the

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RFP NO. 2016-068 PAGE 1 OF 3

event the same is awarded to ____________________________________________________________

____________________________________________________________________________________ (name of individual, partnership or corporation)

Further affiant saith not.

___________________________________________________ Company or Partnership

___________________________________________________ (President other official title)

Sworn to before me and subscribed in my presence this ______ day of _________________, ________.

___________________________________________________ Notary Public

Rev. 2/12


ATTACHMENT D DELINQUENT PERSONAL PROPERTY TAX STATEMENT

_______________________________________________, hereby affirms under oath, pursuant to Ohio Revised Code Section 5719.042, that at the time the bid was submitted, my company (was) (was not) charged with delinquent Personal property taxes on the General Tax List of Personal Property for Cuyahoga County, Ohio.

If such charge for delinquent personal property tax exists on the General Tax List of Personal Property for Cuyahoga, County, Ohio, the amount due and penalties and interest shall be set forth below.

A copy of this statement shall be transmitted to the Cuyahoga County Treasurer within thirty (30) days of the date it is submitted. A copy of this statement shall also be incorporated into the contract between the Greater Cleveland Regional Transit Authority and _________________________________________ and no payment shall be made with respect to any contract unless such statement has been so incorporated as a part thereof.

Delinquent Personal Property Tax $ ___________________________ (If none insert “0”)

Penalties $ ___________________________

Interest $ ___________________________

By: _____________________________________

Title: _____________________________________

Subscribed in my presence, and sworn to before me this ______ day of _______________, _______.

__________________________________________ Notary Public

My Commission Expires:


ATTACHMENT E-1

BUY AMERICA CERTIFICATE COMPLIANCE

(For Bids in Excess of $100,000.00)

Certification requirement for procurement of steel or manufactured products (as defined in 49 CFR, Sections 661.3 and 661.5). Certification for Compliance with Section 165(5) of the Surface Transportation Assistance Act of 1982, as amended. The Proposer hereby certifies that it will comply with the requirements of Section 165(a) of the Surface Transportation Assistance Act of 1982, as amended, and the applicable regulations in 49 CFR Part 661.

Date ___________________________________

Signature ___________________________________

Title ___________________________________

Company Name ___________________________________


ATTACHMENT E-2

BUY AMERICA CERTIFICATE NON-COMPLIANCE

(For Bids in Excess of $100,000.00)

Certification requirement for procurement of steel or manufactured products (as defined in 49 CFR, Sections 661.3 and 661.5). Certification for Non-Compliance with Section 165(5) of the Surface Transportation Assistance Act of 1982, as amended. The Proposer hereby certifies that it cannot comply with the requirements of Section 165(a) of the Surface Transportation Assistance Act of 1982, as amended, but it may qualify for an exception to the requirement pursuant to Section 165(b) (2) or (b) (4) of the Surface Transportation Assistance Act of 1982, as amended, and regulations in 49 CFR Part 661.7.

Date ______________________________________

Signature ______________________________________

Title ______________________________________

Company Name ______________________________________


ATTACHMENT F CERTIFICATION REGARDING DEBARMENT

PROPOSED DEBARMENT AND OTHER RESPONSIBILITY MATTERS (TO BE SUBMITTED ON BEHALF OF THE PRINCIPAL PROPOSER/OFFEROR AND ALL SUBCONTRACTORS WHOSE

SUBCONTRACTS ARE REASONABLY ANTICIPATED TO EXCEED $25,000.00 IN VALUE.)

1. The undersigned Proposer/Offeror/Subcontractor ("Attester") certifies, to the best of its knowledge and belief that:

a) The Attester and/or any of its principals or subcontractors:

i) Are not presently debarred, suspended, proposed for debarment, or declared ineligible for award of contracts by any federal agency.

ii) Have not within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) contract or subcontract; violation of federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; violations of tax, labor and employment, environmental, antitrust, or consumer protection laws and

iii) Are not presently indicted for, or otherwise criminally or civilly charged by a governmental entity with commission of any of the offenses enumerated in Paragraph 2 above.

iv) The Attester has not, within a three-year period preceding this offer, had one or more contracts terminated for default by any federal agency.

b) "Principals," for the purposes of this certification, means officers, directors, owners, partners, and persons having primary management or supervisory responsibilities within a business entity (e.g., general manager, plant manager, head of a subsidiary, division, or business segment, and similar positions).

c) This certification concerns a matter which may be within the jurisdiction of an agency of the United States and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Section 1001, Title 18, United States Code.

2. The Attester shall provide immediate written notice to the Authority's Procurement Department if, at any time the Attester learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

3. A certification that any of the items in Paragraph A exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Attester's responsibility. Failure of the Attester to furnish a certification or provide such additional information as requested by the GCRTA may render the Attester non-responsible.

4. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by Paragraph 1 The knowledge and information of an Attester is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.


The certification in Paragraph 2 is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Attester knowingly rendered an erroneous certification, in addition to other remedies available to the GCRTA, the Authority may terminate the contract resulting from this solicitation for default.

(IF THE ATTESTER IS UNABLE TO CERTIFY TO ANY OF THE STATEMENTS IN THIS CERTIFICATION, SUCH ATTESTER SHALL ATTACH ANEXPLANATION TO THIS CERTIFICATION.)

_____________ GCRTA IFB/No.

________________________________ Signature and Title of Authorized Official

________________________________ Company Name

Rev. 12/00


ATTACHMENT G CERTIFICATE OF PROCUREMENT INTEGRITY

I, _____________________________________________ am the officer or employee responsible for the (Name of Certifier)

preparation of this offer or bid and hereby certify that, to the best of my knowledge and belief, with the exception of any information described I this certificate, I have no information concerning a violation or possible violation of Subsection 27(a), (b), (c), or (e) of the Office of Federal Procurement Policy Act * (41 U.S.C. 423) (hereinafter referred to as “the Act”), as implemented in the FAR, occurring during the conduct of this procurement ______________________ .

(IFB Number)

As required by Subsection 27(d)(1)(B) of the Act, I further certify that each officer, employee, agent representative, and consultant of _____________________________ who has participated personally and

(Name of Offeror) substantially in the preparation or submission of this offer has certified that he or she is familiar with, and will comply with, the requirements of Subsection 27(a) of the Act, as implemented in the FAR, and will report immediately to me any information concerning any violation or possible violation of the Act, as implemented in the FAR, pertaining to this procurement. Violations or possible violations; (Continue on plain bond paper if necessary and label Certificate of Procurement integrity Continuation Sheet. Enter “NONE” IF NONE EXISTS) ____________________________________________________________________________________

____________________________________________________________________________________

____________________________________________________________________________________

____________________________________________________________________________________

____________________________________________

_______________________________________________________ Signature of the Officer/ Employee Responsible for the Bid

_____________________________ Date

_______________________________________________________ Type Name of the Officer or Employee for the Offer/Bid

* Section 27 became effective on July 16, 1989.

THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER TITLE 18, UNITED STATES CODE SECTION 1001.

END OF SECTION

Rev. 12/00


ATTACHMENT H CERTIFICATION OF RESTRICTIONS ON LOBBYING

(To be Submitted with Each Bid or Offer Exceeding $100,000)

The undersigned hereby certifies on behalf of ________________________________________ (Proposer)

that to the best of his/her knowledge and belief:

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

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit standard Form-LLL, "Disclosure Form to Report Lobbying”, in accordance with its instructions [as amended] by “Government Wide Guidance for New Restrictions on Lobbying”, “ 61 Fed. Reg. 1413 (1-19-16).

(3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers and that all subawardees shall certify and disclose accordingly.

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

[Note: Pursuant to 41 U.S.C. §1352(c) 1-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.]

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

_________________________________________________ Signature of Proposer’s Authorized Official

________________________Date

_________________________________________________ Printed Name and Title

Rev. 12/00

Lease of Non Revenue Vehicles RFP No. 2016-68

ATTACHMENT I SECURITY CERTIFICATION

The Greater Cleveland Regional Transit Authority (GCRTA) requires that all contractors and vendors who do work for or on behalf of the GCRTA and have access to “secured areas” conduct security checks on all of their employees. “Secured areas” are defined by the GCRTA’s Chief of Police/Director of Security and include areas such as the Root-McBride Building, bus garages, rail stations and rail right-of –way. The Authority expects that all contractors/vendors have a Security Policy that includes, but is not limited to, a criminal background check for all employees in all positions doing work for or on behalf of GCRTA and having access to GCRTA secured areas. The guidelines and standards for the Security Policy are to be determined by the contractor/vendor considering such factors as, but not limited to, contact with the public, contact with public funds, use of public materials, and access to confidential records. The contractor’s/vendor’s Security Policy should consider these factors in light of the employee’s job duties and work to be conducted for the GCRTA on a case-by-case basis. The GCRTA reserves the right to request copies of a contractor’s/vendor’s Security Policy at any time. Additionally, the GCRTA reserves the right to audit the contractor’s/vendor’s employees’ files to ensure that a security check has been conducted according to the contractor’s/vendor’s policy. Any contractor/vendor found not complying with the above requirements may be subject to having its employees removed from the GCRTA’s property until such time as a security check can be conducted. Any delay or suspension of work required under this paragraph shall not entitle the contractor/vendor to any claims for additional compensation under this contract.

By: Position: Company: Address: City: State: Zip:


ATTACHMENT J CONTRACTING PRICING PROPOSAL Page No. No. of Pages

NAME OF OFFEROR SUPPLIES AND/OR SERVICES TO BE FURNISHED

HOME OFFICE ADDRESS

DIVISION(S) AND LOCATION(S) WHERE WORK IS TO BE PERFORMED

TOTAL AMOUNT OF PROPOSAL RTA SOLICITATION NO.

DETAIL DESCRIPTION OF COST ELEMENTS 1. DIRECT MATERIAL (Itemize on attached schedule)

Est. Cost(s) Total Est. Cost

Reference

a. Purchased Partsb. Subcontracted Itemsc. Other – (I) Raw Material

TOTAL DIRECT MATERIAL 2. MATERIAL OVERHEAD (RATE%X BASE=)

THIS RATE MUST BE SUPPORTED3. DIRECT LABOR (Specify) Estimated Hours Rate/

Hour Est. Cost(s) Total Est. Cost Reference

TOTAL DIRECT LABOR 4. LABOR OVERHEAD (Specify

Department or Cost Center)O.H. Rate X BASE =

Est Cost(s) Total Est. Cost Reference

TOTAL LABOR OVERHEAD 5. SPECIAL TESTING (Including field work at Government Installations)

Est. Cost(s) Total Est. Cost Reference

TOTAL SPECIAL TESTING 6. SPECIAL EQUIPMENT (If direct charge) Est. Cost(s) 7. TRAVEL (If direct charge)

a. Transportationb. Per Diem or Subsistence

TOTAL TRAVEL

8. CONSULTANTS (Identify-purpose-rate) Est. Cost(s)

TOTAL CONSULTANT COST

9. OTHER DIRECT COST (Itemize on attached schedule) Est. Cost(s) Total Est. Cost Reference

10. INDIRECT OVERHEAD COST ALLOCATION (Itemize on attached sheet)

11. SELLING GENERAL AND ADMINISTRATIVE COST ALLOCATION

12. FEE OR PROFIT

TOTAL ESTIMATED COST AND FEE OR PROFIT


ATTACHMENT K

To: Director of Procurement The Greater Cleveland Regional Transit Authority 1240 West 6th Street Cleveland, OH 44113-1331

From: _______________________________________________ (NAME OF INDIVIDUAL OR FIRM)

________________________________________________ (PLACE OF BUSINESS – CITY, STATE)

REFERENCE:

RFP 2016-68 - THE LEASING OF NON REVENUE VEHICLES

The undersigned acknowledges receipt of the following addenda (list by number and Date appearing on addenda):

ADDENDUM NO. DATE ADDENDUM NO. DATE

______________ _______________ ______________ _______________

______________ _______________ ______________ _______________

______________ _______________ ______________ _______________

______________ _______________ ______________ _______________

______________ _______________ ______________ _______________

______________________________ SIGNATURE

______________________________ TITLE

______________________________ DATE

TP 05/26/16


ATTACHMENT L

CERTIFICATION REGARDING A DRUG FREE WORKPLACE

A) Definitions, as used in this provision.“Controlled substance” means a controlled substance in Schedules I through V of Section 202 of the Controlled Substances Act (21 U.S.C. 812) and as further defined in regulations at 21 CFR 1038.11-1308.15.

“Conviction means a finding of guilt (including a plea of no lo contendere) or imposition of sentence, or both, by any judicial body charged with the responsibility to determine violations of the federal or State criminal drug statutes.

“Criminal drug statute” means a federal or non-federal criminal statute involving the manufacture, distribution, dispensing, possession or use of a controlled substance.

“Drug-free-workplace” means the site(s) for the performance of work done by the Contractor in connection with a specific contract at which employees of the Contractor are prohibited from engaging in the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance.

“Employee” means an employee of a Contractor directly engaged in the performance of work under a Government contract. “Directly engaged” is defined to include all direct cost employees and any other Contractor employee who has other than a minimal impact or involvement in contract performance.

“Individual” means an proposer /contractor that has no more than one employee including the offeror/contractor.

B. By submission of its proposal, the proposer, if other than an individual, who is making an offer that equals or exceeds $25,000.00, certifies and agrees, that with respect to all employees of the offeror to be employed under a contract resulting from this solicitation, that, it will—no later than thirty (30) calendar days after award (unless a longer period is agreed to in writing for contracts of thirty (30) calendar days or more performance duration; or as soon as possible for contracts of less than thirty (30) calendar days performance duration:

1. Publish a statement notifying its employees that the unlawful manufacture,distribution, dispensing, possession, or use of a controlled substance is prohibited inthe Contractor’s workplace and specifying the actions that will be taken againstemployees for violations of such prohibition.

2. Establish an ongoing drug-free awareness program to inform such employees about:(i) The dangers of drug abuse in the workplace: (ii) The Contractor’s policy of maintaining a drug-free workplace; (iii) Any available drug counseling, rehabilitation, and employee assistance

programs; and (iv) The penalties that may be imposed upon employees for drug abuse violations

occurring in the work place. 3. Provide all employees engaged in the performance of the contract with a copy of the

statement required in paragraph in this clause.

TP 05/26/16


ATTACHMENT L – CERTIFICATION REGARDING A DRUG FREE WORKPLACE (Continued)

4. Notify such employees in writing in the statement required by Subparagraph b1 ofthis clause that as a condition of continued employment on this contract, the employeewill:(i) Abide by the terms of the statement; and

(ii) Notify the employer in writing of the employee’s conviction under a criminal drug statute for violation occurring in the workplace no later than five (5) calendar days after such a conviction.

5. Notify the Contracting Officer in writing within ten (10) calendar days after receivingnotice under Subdivision b4(ii) of this clause, from an employee or otherwisereceiving actual notice of such conviction. The notice shall include the position title ofthe employee.

6. Within thirty (30) calendar days after receiving notice under subdivision b4(ii) of thisclause of a conviction, take one of the following actions with respect to any employeewho is convicted of a drug abuse violation occurring in the workplace:(i) Taking appropriate personnel action against such employee, up to and

including termination; or (ii) Require such employee to satisfactorily participate in a drug abuse assistance

or rehabilitation program approved for such purposes by federal, State, local health, law enforcement, or other appropriate agency.

7. Make a good faith effort to maintain a drug-free workplace through implementsatisfaction of subparagraphs b1 through b6 of this clause.

c. The Contractor, if an individual, agrees by award of the contract oracceptance of a purchase order, not to engage in the unlawfulmanufacture, distribution, dispensing, possession, or use of acontrolled substance in the performance of this contract.

d. In addition to the remedies available to the Government, theContractor’s failure to comply with the requirements of paragraph bor c of this clause may, pursuant to FAR 23.506, render theContractor subject to suspension of contract payments, terminationsof the contract for default, and suspension or debarment.

e. In addition to other remedies available to the Government, thecertification in paragraphs (b) or (c) of this provision concerns amatter within the jurisdiction of an agency of the United States andthe making of a false, fictitious, or fraudulent certification may renderthe maker subject to prosecution under Title 18, United States Code,Section 1001.

TP 05/26/16

SAMPLE CONTRACT

LEASING OF NON-REVENUE VEHICLES RFP No. 2016-068Attachment M

CONTRACT BETWEEN THE GREATER CLEVELAND REGIONAL TRANSIT AUTHORITY AND

“__________________________________” FOR

“________________________________”

THIS AGREEMENT, entered into as of this ________ day of ____________, _________, by and between the Greater Cleveland Regional Transit Authority (hereinafter the "Authority" or “GCRTA”), having an Office located at 1240 W. 6th St., Cleveland, Ohio 4413 and ________________________________ (hereinafter the "Contractor") whose business address is _______________________________________________________________________.

WITNESSETH: THAT

WHEREAS, the Authority desires to contract with the Contractor to render certain product and services as hereinafter described in Enclosure A, attached hereto and incorporated herein.

WHEREAS, the Contractor is willing to provide such product(s) and service(s) on the basis of compensation set forth in Enclosure B, attached hereto and incorporated herein.

NOW, THEREFORE, the parties hereto do mutually agree as follows:

1. Contract with Contractor. The Authority hereby agrees to engage the Contractor and theContractor agrees to provide the product(s) and service(s) hereinafter set forth in conformitywith all applicable Federal, State, and Local laws to which the Authority and the Contractorand their respective employees are subject.

2. Scope of Services.

a) The Contractor shall do, perform, and carry out in a satisfactory, proper, and timelymanner the rendering of product and services (hereinafter called the "Services") setforth in the attached Scope of Services (Enclosure A attached hereto),Compensation Schedule (Enclosure B), and Insurance Requirements (Enclosure Cattached hereto), all of which are attached hereto and incorporated herein by thisreference.

b) The Contractor shall report not less than monthly, if requested, the progress of theServices. The Contractor shall, at the request of the Authority, be available to reportto the Authority's staff, Board of Trustees, or any committee thereof, progressreports, recommendations and any other information prepared, developed, obtainedor related to the Services or the subject matter thereof.

c) It is specifically understood and agreed that time is of the essence and goes to theheart of this contract and each and every element thereof; a breach of the time ofperformance is a breach of this Contract.

d) The Contractor shall perform its Services under the direction of the Authority's “____Director______” - or his/her designee, to whom it shall address all reports andsubmittals.

3. Data to be Furnished to Contractor. The Authority shall provide the Contractor with suchaccess to its records, files, facilities, and personnel as may be reasonably necessary for theperformance of the Services.

Services Contract Page 1 of 10 Rev. February 2016

LEASING OF NON-REVENUE VEHICLES RFP No. 2016-0684. Personnel.

a) The Contractor shall utilize personnel suitable and appropriate to the subject matterof the Contract and the specific portion of the Services involved. Personnel soemployed shall be considered employees of the Contractor; under no circumstancesshall any such personnel be considered employees of the Authority or as having anycontractual relationship therewith.

b) None of the Services hereunder shall be subcontracted without the prior writtenconsent of the Authority. In each instance, the Authority must approve anysubcontractor and its contract with the Contractor; absent such approval, theAuthority shall not compensate Contractor for Services performed by asubcontractor.

c) Contractor represents and warrants that neither it nor its personnel to be employedhereunder are under obligation to any other individual, firm, or other entity, whichwould conflict with or impair their ability to fully perform their services and otherobligations hereunder. Contractor further represents and warrants that, if it or any ofits personnel to be employed hereunder possess trade secrets or other confidentialinformation of any other individual, firm or other entity under obligation of non-disclosure, they shall perform their services and other obligations hereunder in fullcompliance with the terms of such obligation.

5. Time of Performance. The term of this contract shall be identified in the Notice To Proceedand/or the Agreement Between Owner and Contractor (ABOC). Any extension of thisContract or Services performed after the end of such term may be authorized in writing onlyby the General Manager of the Authority.

6. Compensation and Method of Payment.

a) The Authority agrees to pay the Contractor an amount not to exceed__________________ & 00/100 dollars ($ .00) as full compensation forperformance of the contract, on the basis set forth in Enclosure B hereto. TheAuthority is exempt from all State, excise, and transportation taxes, except the Stateof Ohio gasoline tax. All prices and rates hereunder shall be exclusive of all suchtaxes and shall be so construed. All other taxes and governmental impositions uponthe product and services, labor and material furnished hereunder shall be paid bythe Contractor.

b) Payments hereunder will only be made upon invoices properly submitted inaccordance with this Contract. Invoices shall be submitted bi-monthly for Servicesperformed or costs incurred during the preceding month.

c) Each invoice submitted shall identify the purchase order issued for this contract.Each invoice shall be supported by a statement of services rendered by theContractor, identifying the specific services performed, the time involved, theclassification of the individual or group performing the Services, and the rateassociated therewith.

d) Final payment shall be made by the Authority only upon satisfactory completion ofeach and every obligation of the Contractor hereunder and the submittal of allnecessary and appropriate documentation required hereunder.

Services Contract Rev. February 2016 Page 2 of 10

LEASING OF NON-REVENUE VEHICLES RFP No. 2016-068e) Payments will generally be made within thirty (30) days following approval of the

invoice. Such approval or payment shall not constitute acceptance or approval ofthe product and/or services invoiced. Late payments shall accrue no interest.

f) Payment will only be made for goods and services accepted. For goods andservices accepted which acceptance is later revoked prior to payment, the paymentwill be withheld until defects in the nonconforming goods or services are cured andaccepted. In the case of serial deliveries and serial invoicing, GCRTA reserves theright to deduct overpayments from current invoice amounts.

g) The Contractor agrees to pay each subcontractor under this contract for satisfactoryperformance of its contract no later than ten (10) calendar days from receipt of eachpayment the prime receives from the Authority. The Contractor agrees further torelease retainage payments (if applicable) to each subcontractor within ten (10)calendar days after the subcontractor's work is satisfactorily completed. Any delayor postponement of payment from the above referenced time frame may occur onlyfor good cause following written approval from the Contracting Officer.

(h) Where a contractor is found by the Authority to have failed to comply with the requirements of the DBE Program, of the prompt payment provisions of this contract, the contractor will be required to take corrective action. If corrective action is not promptly taken by the offending contractor, the following sanctions may be imposed (singly, in any combination, and in addition to any other remedies by law or equity):

1. The Authority may withhold all further payments under the contract.2. The contractor may be ordered to stop work.3. The contractor may be terminated for breach.4. Suspension or debarment proceedings may be commenced in accordance with

49 CFR, Part 29.5. The Director of Procurement may find the defaulting contractor non-responsible

in respect to other solicitations for a stated period of time.6. Any relevant performance bond(s) may be enforced.

7. Limitation of Costs. The parties agree that the services hereunder, as presentlycontemplated, will not cost the Authority more than the amount specified in Paragraph 6(a)above. The Contractor shall notify the Authority in writing whenever the total billings reacheighty-five percent (85%) of the total estimated costs; or the total cost for the performanceof this contract, exclusive of any fee, will be either greater or substantially less than hadbeen previously estimated. As part of the notification, the Contractor shall provide theAuthority with a revised estimate of the total cost of performing this contract.

8a. Indemnification. To the fullest extent permitted by law and to the extent of Contractor’s negligence, the Contractor shall, at its sole cost and expense, indemnify, defend, satisfy all judgments, and hold harmless the Authority and its agents, representatives, and employees from and against all claims, actions, judgments, costs, penalties, liabilities, damages, losses and expenses, including but not limited to attorney's fees and worker's compensation benefits, for Contractor’s proportionate share and the proportionate share of any entity employed or contracted by Contractor, arising out of or resulting from the performance of this Contract, providing that any such claim, action, judgment, cost, penalty, liability, damage, loss or expense is caused in whole or in part by the negligence or professional errors or omission of the Contractor or any person or entity directly or indirectly employed by it. Such obligation shall not be construed to negate, abridge, or otherwise diminish any other right or obligation of indemnity which would otherwise exist as to any party or person described in this paragraph.


LEASING OF NON-REVENUE VEHICLES RFP No. 2016-068

In the event of negligence or intentional acts or omissions by more than one entity, responsibility for such negligence or intentional acts or omissions will be allocated in accordance with the proportionate share of such entity(ies)’ negligence or intentional acts or omissions. Nothing herein shall be construed as making Contractor liable for any claims, actions, judgments, costs, penalties, liabilities, damages or losses and expenses causes by the sole negligence and/or misconduct of GCRTA.

To the extent that any portion of this provision is found to be in violation of any applicable law, said portion(s) of this provision are stricken but all remaining portions of this provision shall remain in full force and effect.

8b. Insurance.

a) The Contractor shall obtain at its own expense the insurance specified in EnclosureC hereto, and shall maintain said insurance in full force and effect at all times duringthe term of this Contract, including any extensions thereof.

b) The Contractor shall comply in all respects with the State law known as the WorkersCompensation Act, and shall pay into the State Insurance Fund necessarypremiums required to cover all employees furnishing labor under this Contract andunder control of the Contractor. The Contractor shall relieve the Authority from anycosts due to accidents or other liabilities under this Act.

c) The Contractor shall not commence performance hereunder until it has obtained allrequired insurances and furnished satisfactory evidence thereof to the Authority.Contractor shall provide the Authority's Director of Procurement with no less thanfifteen (15) days written notice prior to any cancellation or alteration of such policyor coverage. All such policies shall be obtained from companies duly licensed toprovide such insurance in the State of Ohio, and having a A-X or better policyholders rating by the A.M. Best and Company, Incorporated.

d) Approval of such insurance by the Authority shall not relieve or decrease the liabilityof the Contractor hereunder. The Authority does not in any manner represent thatthe coverages or limits provided hereunder are sufficient or adequate to protect theContractor's interests or liabilities.

9. Notice to Proceed. The Authority shall furnish the Contractor with written direction tocommence performance hereunder entitled "Notice to Proceed" within ten (10) days afterreceipt of the required evidence of insurance and such other documentation as theContractor may be required to provide prior to commencement of performance. TheAuthority shall not be responsible for any services performed or costs incurred prior toissuance of such Notice to Proceed.

10. Contract Changes. The Contract shall not be amended or modified except by writtenagreement of the parties.

11. Termination.

a) Should the Contractor through negligent action or inaction fail to perform itsServices hereunder in accordance with accepted professional standards or inany manner imperil the Authority's right and ability to successfully pursue thesubject matter of this Contract through negligent action or actions, or breach anyduty hereunder, and fail to remedy such failure or breach in a timely manner asdirected by the Authority, the Authority may terminate this Contract and hold the


LEASING OF NON-REVENUE VEHICLES RFP No. 2016-068Contractor responsible for any and all costs and liabilities arising as a direct or proximate result of such failure.

b) The performance of the services hereunder may be terminated in whole or, fromthe time, in part by the Authority whenever the Authority determines it is in thebest interest of the Authority to do so. Such termination shall be written notice tothe Contractor specifying the extent and the effective date of the termination.

c) Any damages assessed to the Contractor as a result of termination pursuant toParagraph 11(a) above, or any claim by the Contractor for costs resulting from atermination pursuant to Paragraph 11(b) above will be computed and allowed inaccordance with federal regulations in effect at the time of termination.

12. Confidentiality. The Contractor shall hold as confidential all information and data transmittedto it by, through or on behalf of the Authority, and shall not disclose such information or datain whole or in part to any third party except as may be specifically directed or approved bythe Authority's General Manager or his designee.

13. Prohibited Interests. No officer, member, or employee of the GCRTA and no members of itsgoverning body, and no other public official or employee of the governing body of the localityor localities included within the Authority, during his or her tenure, shall have any interest,direct or indirect, in this RFP, any contract negotiated subsequently, or the proceeds thereof.

14. Covenant Against Contingent Fees and Gratuities. The Contractor warrants that no personor selling agencies has been employed or retained to solicit or secure this Contract upon anagreement or understanding for a commission or bonafide established commercial or sellingagencies maintained by the Contractor for the purpose of securing business. For breach orviolation of this warranty, the Authority shall have the right to annul this Contract withoutliability or at its discretion, to deduct from the Contract price, or otherwise recover the fullamount or such commission, percentage, brokerage, or contingent fees. Contractor furtherwarrants that it, its agent, and/or its subcontractor, have not and will not accept a gratuity inrelation to this agreement.

15. Restrictions on Lobbying. This contract is subject to the provisions of Section 319, PublicLaw 101-121 (31 U.S.C.) 1352.

16. Debarment & Suspension. For any transaction of $25,000 and above, Contractor mustdisclose to GCRTA any debarment and/or suspension.

17. Assignment. The Contractor shall not assign, transfer, convey, sublet, or otherwise disposeof the Contract or its right, title, or interest in or to the same or any part thereof without priorwritten consent of the Authority endorsed thereon or attached thereto, and any such attemptat assignment shall be void.

18. Social Security Act. The Contractor shall be and remain an independent Contractor withrespect to all Services performed hereunder and agrees to and does hereby accept full andexclusive liability for the payment of any and all contributions or taxes for social security,unemployment insurance, or old age retirement benefits, pensions, or annuities now orhereafter imposed under any State or federal law which are measured by the wages,salaries or other remuneration paid to persons employed by the Contractor for workperformed under the terms of this contract and further agrees to obey all lawful rules andregulations and to meet all lawful requirements which are now or hereafter may be issued orpromulgated under said respective laws by all duly authorized State or federal law officials,and said Contractor agrees to indemnify and save harmless the Authority from any suchcontributions or taxes or liability therefore.



19. Federal Assistance. The Services under this contract may be supported in part by Federalassistance under grants made by the Department of Federal Transit Administration,pursuant to the Urban Mass Transportation Act of 1984 and amendments (49 U.S.C. etseq.) and Surface Transportation Assistance Acts of 1982 and 1987, as amended. When sofunded, this Contract shall be subject to all rules and regulations promulgated pursuantthereto.

Contractor and GCRTA agree that, notwithstanding any concurrence by the FederalGovernment in or approval of the solicitation or award of the underlying Contract, absent theexpress written consent of the Federal Government, the Federal Government is not a partyto this Contract and shall not be subject to any obligations or liabilities to the GCRTA, theContractor or any other party pertaining to any matter resulting from the underlying Contract;Contractor further agrees to include this clause, without modification, in any subcontractissued hereunder.

20. Non-Discrimination/Preference. Contractor agrees that it will not discriminate against anyemployee or applicant for employment because of race, color, creed, national origin, sex,age or disability in accordance with the following Federal Statutes and regulations, and anyother implementing regulations issued pursuant to the: Civil Rights Act as amended, TitlesVI (42 U.S.C. 2000d) and VII (42 U.S.C. 2000e); Age Discrimination Act of 1975, asamended (42 U.S.C. 6102); Age Discrimination in Employment Act of 1967 as amended, (29U.S.C. 623); Americans with Disabilities Act of 1990, as amended, (42 U.S.C. 12132 and 42U.S.C. Sec. 12112) and implementing regulations (29 C.F.R. Part 1630), Federal transit law(49 U.S.C. 5332); Executive Order 11246, as amended by Executive Order 11375 (42U.S.C. 2000e note) and implementing regulations (41 C.F.R. Parts 60 et seq.). Contractoralso agrees to include these requirements in each subcontract financed in whole or in partwith Federal assistance provided by the Federal Transit Administration.

For capital projects funded, in whole or in part, with federal funds, Contractor shallgive a hiring preference, to the extent practicable, to veterans (as defined in section2108 of title 5 of the Unites States Code) who have the requisite skills and abilities toperform the construction work required under the contract. This provision does notrequire the contractor to give preference to any veteran over any equally qualifiedapplicant who is a member of any racial or ethnic minority, female, an individual witha disability, or former employee.

21. Wage and Hour. All contractors and subcontractors must compute wages based on astandard workweek of 40 hours. Work in excess of 40 hours must be paid at a rate not less than one and one-half times the basic rate of pay. Compliance with 40 USC Sec. 3702, 29 CFR Part 5, and 40 USC Sec 3701(B)(3)(A)(iii) is required of all contractors and subcontractors.

22. Program Fraud and False or Fraudulent Statements or Related Acts. Contractor agrees thatthe provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C.Sec 3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 C.F.R.Part 31 apply to its actions and those of its subcontractor(s) pertaining to this Contract;Contractor further agrees to include this clause, without modification, in any subcontractissued hereunder.

23. Right to Audit. Contractor shall maintain books, records, documents, and other evidencedirectly pertinent to the performance of the Work under this Contract in accordance withgenerally accepted accounting principles and practices consistently applied and FederalAcquisition Regulations, Parts 30 and 31, as applicable. GCRTA and its authorized


LEASING OF NON-REVENUE VEHICLES RFP No. 2016-068representatives shall have the right to audit, to examine and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this Contract kept by or under the control of the Contractor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files; all paid vouchers including those for out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; back charge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this Contract and for a period of three years after the completion of this Contract, maintain such records, together with such supporting or underlying documents and materials. The Contractor shall at any time requested by GCRTA, whether during or after completion of this Contract, and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by GCRTA. Such records shall be made available to GCRTA during normal business hours at the Contractor’s office or place of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for GCRTA. Contractor shall ensure GCRTA has these rights with Contractor’s employees, agents, assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the Contractor’s obligations to GCRTA. If the audit discovers substantive findings related to fraud, misrepresentation, or non‐performance, GCRTA may recoup the costs of the audit work from the Contractor. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of GCRTA’s findings to Contractor.

24. Approval of Contract. This contract is subject to the written approval of the GeneralManager of the Authority and shall not be binding until so approved.

25. Integrated Agreement. This Contract, including the attachments referenced herein,constitutes the entire agreement of the parties. No prior agreements or understandings, or oral modifications or representations are enforceable hereunder unless reduced to written form, signed by both parties, and incorporated herein by amendment prior to performance of the affected Services.

26. Governing Law/Venue. This Contract shall be governed by and interpreted pursuant to thelaws of the United States and of the State of Ohio, and the Courts of Cuyahoga County, asappropriate, notwithstanding any provisions of such laws relating to jurisdiction. Should anypart or parts of this Contract be held unenforceable by any court of competent jurisdiction,such determination shall not affect the remainder thereof and the balance of this Contractshall remain in full force and effect.

27. Warranties. Contractor warrants that for a period of one (1) year (or for such longer periodprescribed by the specifications) following acceptance of goods and services deliveredhereunder, the goods and services are free of defects in materials and workmanship andfurther warrants that such goods and service are suited for the purpose(s) intended and areof merchantable quality. Contractor further warrants that it holds good and marketable titlein the goods delivered, and that such goods are free of all liens, security interests or otherencumbrances. Contractor agrees that in the event the goods or services are not aswarranted, Contractor will promptly cure the defect at its sole cost and expense. Contractor


LEASING OF NON-REVENUE VEHICLES RFP No. 2016-068further agrees to indemnify GCRTA for all costs and damages, both incidental and consequential, resulting from the delivery of good sand services which fail to meet the aforesaid warranties. It is agreed that the goods and services provided hereunder are regarded as consumer goods and services.

28. Recycled Products/Energy Conservation. Contractor agrees to comply with therequirements of Section 6002 of the Resource Conservation and Recovery Act, as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the subject matter of this Contract. Contractor further agrees to comply with applicable mandatory energy efficiency standards and policies of applicable state energy conservation plans issued in accordance with 42 USC Sections 6321 et seq.

29. Clean Air Act and Clean Water Act. Where the price of this procurement exceeds onehundred thousand dollars ($100,000.00), Contractor agrees to comply with the requirements of the Clean Water Act and the Clean Air Act, 33 U.S.C. 1251 et seq. and 42 U.S.C. 7401 seq., respectively. Contractor agrees to report and require each subcontractor at any tier to report any violation of these requirements resulting from any implementation activity of a subcontractor or itself to FTA and the appropriate U.S. EPA Regional Office.

30. Hazardous Materials. Where the goods or services procured involve the use or storage ofhazardous materials on RTA premises in Cleveland, Contractor agrees to meet therequirements of Cleveland Codified Ordinance Section 394. Contractor shall:

(a) Label the containers of hazardous or toxic substances that it delivers in accordance with the requirements of Federal and State4.06 (A).

(b) Provide labels and placards for use by GCRTA when deliveries are made in bulk and are to be stored by GCRTA in stationary containers pursuant to C.O.C. Section 394.06(B).

(c) Provide the hazard warnings applicable to the delivered goods that are required C.O.C., Section 394.06(d).

(d) Provide all material safety data sheets required C.O.C., Section 394.09.

31. Environmental Indemnity. Contractor agrees for itself, its officers, employees and agentsthat it will hold harmless, indemnify and defend GCRTA, its Board, Officers, and employeesfrom and against all claims, demands, findings, judgments, orders, or actions arising out ofor in any way connected with the services provided to GCRTA under this contract, includingwithout limitation, all activities associated with the loading, transport, unloading and disposalof any and all substances under the purview of any law, rule, order or ordinance,promulgated for the protection of the environment such as and without limiting the foregoing,CERCLA, SARA, RCRA, TSCA, SDNA, Clean Air Act, Clean Water Act, Right to KnowLaws, and the state equivalents of each of the foregoing. Contractor further agrees that thedefense guaranteed hereby shall be provided by a lawyer or firm or firms selected byGCRTA.

32. Notification of Proceedings. The GCRTA will give the Contractor prompt notice in writing ofthe institution of any suit or proceeding and permit the Contractor to defend same and willgive all needed information, assistance, and authority to enable the Contractor to do so.The Contractor will similarly give the GCRTA immediate notice of any suit or action filed orprompt notice of any claims made against the Contractor arising out of the performance ofthis contract. The Contractor shall furnish immediately to the GCRTA copies of all pertinentpapers received by the Contractor.



33. Safety Belt Use. Pursuant to Federal Executive Order No. 13043, Contractor is encouragedto adopt and promote on-the-job seat belt use for its employees and other personneloperating vehicles involved in the project.

34. Buy America. For contracts over one hundred thousand dollars ($100,000.00), Contractorsmust comply with “Buy America Requirements.” 49 CFR Part 661.

35. Compliance with Laws and Regulations. All materials and supplies furnished pursuant tothe specifications shall be in compliance with the laws and regulations of the State of Ohio.Contractor shall, if requested by the GCRTA, supply certification and evidence of suchcompliance. The contract shall be construed pursuant to the laws of the State of Ohio.

36. Reporting of Fraudulent/Improper Acts. If Contractor suspects or has knowledge ofunethical, improper and/or fraudulent acts by GCRTA personnel, including, but not limitedto, conflicts of interest, bribery, fraud, waste, abuse, extortion, and kickbacks, the Contractorshall contact the GCRTA Executive Director of Internal Audit on the GCRTA Fraud Hotline(216-781-4080).

37. Documents and Records (Paper and Electronic). Documents and records, includingelectronic records, created and maintained by the Contractor under this Contract may besubject to the Ohio Public Records Act, Ohio Rev. Code § 149.43 et seq. The Contractorshall maintain all documents and records related to this Contract, including electronicrecords, in accordance with GCRTA’s records retention policy and schedule. Under thatpolicy, contracts are retained for fifteen (15) years. Prior to destruction of any documents orrecords related to this Contract, the Contractor shall comply with the provisions of GCRTA’srecords retention policy relating to destruction of records.

To the extent that the Contractor becomes aware of actual or potential litigation related tothis Contract, the Contractor shall immediately notify the Authority’s Deputy GeneralManager for Legal Affairs. The Contractor shall preserve any and all records, includingelectronic records, created or maintained under this contract until advised by the GCRTA’sLegal Department, in writing, that they are no longer needed. Any suspension issued underthis paragraph shall supersede any previously or subsequently established destructionschedule for such records.

38. Resolution of Disputes, Breaches, or Other Litigation. In the event of a dispute and/orbreach related to this procurement, Contractor shall contact the GCRTA Director ofProcurement. For federally-funded procurements, GCRTA and the bidder must abide byFTA Protest Procedures, as described in the GCRTA Procurement Manual.

39. Required Provisions Deemed Inserted. Each and every clause required by Federal or Statestatute or regulation to be inserted into this Contract is deemed to be inserted herein andthis Contract shall be read and enforced as though it were included herein. If throughmistake or otherwise any such provision is not inserted, or is not correctly inserted, thenupon the application of either party the Agreement shall forthwith be amended to make suchinsertion or correction.

IN WITNESS WHEREOF, The Contractor and the Authority have executed this Contract at Cleveland, Ohio, as of the date first written above:

ATTEST: CONTRACTOR


LEASING OF NON-REVENUE VEHICLES RFP No. 2016-068__________________________________ __________________________________

Authorized Signature

__________________________________ Title

ATTEST:

__________________________________

GREATER CLEVELAND REGIONAL TRANSIT AUTHORITY

__________________________________ Joseph A. Calabrese, CEO General Manager/Secretary-Treasurer

APPROVED AS TO LEGAL FORM:

By________________________________ Sheryl King Benford, General Counsel Deputy General Manager for Legal Affairs
