rochester genesee regional transportation authority and subsidiaries procurement ... · 2017. 6....

ROCHESTER GENESEE REGIONAL

TRANSPORTATION AUTHORITY

AND SUBSIDIARIES

PROCUREMENT GUIDELINES

Ratified & Confirmed April 06, 2017

April 2017 RGRTA Procurement Guidelines

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ROCHESTER GENESEE REGIONAL TRANSPORTATION AUTHORITY

PROCUREMENT GUIDELINES

ADOPTED APRIL 06, 2017

COMPRISED OF THE FOLLOWING:

May 6, 2010 Procurement Guidelines

Revisions per Resolution No. RGRTA 35-2011 June 2, 2011

Revisions per Resolution No. RGRTA 47-2012 June 7, 2012

Revisions per Resolution No. RGRTA 76-2013 November 13, 2013

Revisions per Governance Committee March 03, 2016 and Accepted by

the Board of Commissioners April 07, 2016

Revisions per Governance Committee March 02, 2017 and Accepted by

the Board of Commissioners April 06, 2017

TABLE OF CONTENTS

http://www.myrts.com/Portals/0/Documents/Board/Governance%20Committee/MinutesMarch2017_GovernanceCommittee_Version01.pdf

http://www.myrts.com/Portals/0/Documents/Board/Board%20Meeting%20Minutes/April%202017%20Regular%20Board%20Meeting%20Minutes.pdf

http://www.myrts.com/Portals/0/Documents/Board/Board%20Meeting%20Minutes/April%202017%20Regular%20Board%20Meeting%20Minutes.pdf


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PROCUREMENT CODE OF CONDUCT ......................................................................................................................... 5

SECTION ONE: OVERVIEW, PURPOSE, APPLICABILITY, AND DEFINITIONS ................................................................. 7

OVERVIEW ................................................................................................................................................................... 7 PURPOSE ...................................................................................................................................................................... 7 APPLICABILITY .............................................................................................................................................................. 7 DEFINITIONS. ............................................................................................................................................................... 8

SECTION TWO: GENERAL PROCUREMENT GUIDELINES ........................................................................................... 14

1. CONTRACT ADMINISTRATION SYSTEM ............................................................................................................. 14 2. BOARD APPROVAL ............................................................................................................................................ 14 3. ENSURING MOST EFFICIENT AND ECONOMIC PURCHASE ................................................................................ 14 4. INTERGOVERNMENTAL PROCUREMENT AGREEMENTS ................................................................................... 14 5. NYS OFFICE OF GENERAL SERVICES CONTRACT PRICES & MUNICIPAL CONTRACT PRICES ................................ 14 6. AWARDS TO RESPONSIBLE CONTRACTORS ....................................................................................................... 15 7. AWARDS TO RESPONSIBLE CONTRACTORS ....................................................................................................... 15 8. WRITTEN RECORD OF PROCUREMENT HISTORY ............................................................................................... 15 9. USE OF TIME AND MATERIALS TYPE CONTRACTS .............................................................................................. 16 10. SETTLEMENT OF CONTRACT ISSUES/DISPUTES ............................................................................................ 16 11. CONTRACT PERIOD OF PERFORMANCE ........................................................................................................ 17 12. INDEPENDENT COST ESTIMATES .................................................................................................................. 17 13. CONTRACT COST AND PRICE ANALYSIS ......................................................................................................... 17 14. PROCUREMENTS WITH STATE AND FEDERAL FUNDS ................................................................................... 19 15. FULL AND OPEN COMPETITION .................................................................................................................... 19 16. GEOGRAPHIC PREFERENCES ......................................................................................................................... 20 17. PREQUALIFICATION CRITERIA ....................................................................................................................... 20 18. WRITTEN PROCUREMENT SELECTION PROCEDURES .................................................................................... 20 19. FAILURE TO RESPOND TO BID SOLICITATION ................................................................................................ 20 20. REQUESTS FOR DEVIATIONS FROM SPECIFICATIONS ................................................................................... 20 21. WRITTEN ADDENDA ...................................................................................................................................... 21 22. WRITTEN PROTEST PROCEDURES ................................................................................................................. 22 23. OPTIONS ....................................................................................................................................................... 22 24. CIVIL RIGHTS AND SPECIAL PROGRAMS POLICY ............................................................................................ 22 25. PAYMENTS .................................................................................................................................................... 25 26. EMERGENCY PROCUREMENTS ..................................................................................................................... 26 27. PROFESSIONAL SERVICES CONTRACTS ......................................................................................................... 26 28. CONSTRUCTION CONTRACTS ....................................................................................................................... 28 29. BONDING REQUIREMENTS ........................................................................................................................... 28 30. INSURANCE ................................................................................................................................................... 30 31. PROMPT PAYMENT PROCEDURES ................................................................................................................ 31 32. BUY AMERICA REQUIREMENTS .................................................................................................................... 33 33. LIQUIDATED DAMAGES ................................................................................................................................ 34

SECTION THREE: DETAILED PROCUREMENT GUIDELINES ................................................................................. 36

1. INFORMAL PROCUREMENT PROCEDURES ........................................................................................................ 36 2. FORMAL BIDDING (ITEMS/SERVICES $25,000 AND OVER) .................................................................................. 39

SECTION FOUR: PROTEST PROCEDURES ................................................................................................................. 76

APPENDIX A: FTA CIRCULAR 4220.1F THIRD PARTY CONTRACTING GUIDELINES.................................................... 79

APPENDIX B: REQUIRED CONTRACT CLAUSES AND PROVISIONS ............................................................................ 80

NY STATE DEPARTMENT OF TRANSPORTATION REQUIRED FORMS & CERTIFICATIONS ............................................ 91 UNITED STATES DEPARTMENT OF TRANSPORTATION REQUIRED CLAUSES, MODEL LANGUAGE, AND FLOW DOWN

REQUIREMENTS ......................................................................................................................................................... 94


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APPENDIX C: CONTRACT ADMINISTRATION PROCEDURES ................................................................................... 127

CONTRACT ADMINISTRATION SYSTEM .................................................................................................................... 127 PROCUREMENT REPORTING .................................................................................................................................... 135 PROCUREMENT PROTOCOL ..................................................................................................................................... 136 EVALUATING RESPONSIVENESS AND RESPONSIBILITY ............................................................................................ 138 SAMPLE AGREEMENT - SMALL PURCHASE ............................................................................................................... 140 PURCHASE REQUISITION ......................................................................................................................................... 163 INSTRUCTIONS FOR COMPLETING RGRTA PURCHASE REQUISITION FORM ............................................................ 164 FORMAL QUOTATION (SMALL PURCHASE) PROCURMENT FILE CHECKLIST ............................................................. 167 SEALED INVITATION FOR BIDS (IFB) PROCUREMENT FILE CHECKLIST ...................................................................... 168 REQUEST FOR PROPOSALS (RFP) PROCUREMENT FILE CHECKLIST .......................................................................... 169 SOLE SOURCE PROCUREMENT FILE CHECKLIST ........................................................................................................ 170 EXAMPLE RFP EVALUATION PROCESS ...................................................................................................................... 171


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PROCUREMENT CODE OF CONDUCT

The officers, employees, agents, and Board Members of the Rochester-Genesee Regional Transportation

Authority and its subsidiaries (individually and cumulatively referred to hereinafter as "RGRTA") shall

adhere to the following code of conduct governing their performance in connection with all aspects of the

procurement process, including without limitation RGRTA’s use, awarding, monitoring and reporting of

procurement contracts:

1. Consider the interests of RGRTA first;

2. Give all bidders equal consideration and assurance of unbiased judgment in determining whether their

proposed product(s) or service(s) meet the published specifications;

3. Accord a prompt and courteous reception to all who call on legitimate RGRTA business;

4. Never discriminate by dispensing special favors or privileges to anyone, whether or not for

remuneration;

5. Make no statements or promises of any kind that another party might construe as being binding on

RGRTA and always made clear in your discussions that you have no individual authority to obligate

RGRTA in any way;

6. Engage in no business with RGRTA, either directly or indirectly, which is inconsistent with the

conscientious performance of RGRTA duties or in conflict with RGRTA's written policies;

7. Maintain the confidentiality of all information that pertains to RGRTA except to the extent you have

been specifically authorized to make the information public or are required to do so by a court or

regulatory authority with jurisdiction; and

8. While an employee, officer, agent, or Board Member of RGRTA and for a period of one (1) year

following such tenure, do not participate in or maintain, and assure that none of your immediate family

members participates in or maintains, any interest, direct or indirect, in RGRTA work, or in the

selection, award, or administration of RGRTA contracts, or the proceeds thereof except to the extent

such interest has been fully disclosed to and approved by the Board.

Such a conflict of interest is defined to be when any of the following has a financial or other interest in

a firm that has submitted a bid or a proposal or has been selected for award of a contract:

The employee, officer, agent, or Board Member;

Any member of his/her immediate family,

His or her partner,

An organization that employs, or is about to employ, any of the above.

If you have a question about whether a conflict of interest exists, bring the situation to the attention of

your supervisor.

9. The Authority’s officers, employees, agents, and Board Members will not solicit, accept, or receive

from contractors, potential contractors, parties to agreements, or anyone else, any of the following in

violation of the Authority’s Code of Ethics: gifts, gratuities, or favors—whether in the form of money,

service, load, travel, entertainment, hospitality, thing, or promise.

10. Violations: In addition to any penalty contained in any other provision of law any such

commissioner, officer, or employee who knowingly and intentionally violates any of the provisions of

this section may be subject to disciplinary action, suspended, or removed from office or employment

in the manner provided by contract, law, or established employment policies.


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Every RGRTA officer, employee, agent, and Board Member involved in the award or administration

of contracts shall be given a copy of these Written Standards of Conduct, and will be required to sign a

statement that they are familiar with, and will abide by, these standards.


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SECTION ONE: OVERVIEW, PURPOSE, APPLICABILITY, AND DEFINITIONS

OVERVIEW

The Rochester-Genesee Regional Transportation Authority (RGRTA) routinely expends funds to purchase

goods and services including, but not limited to, bus parts, support equipment, professional services, etc.

Any purchases using Federal funds must be in compliance with Federal Transit Administration (“FTA”)

Circular 4220.1F, Third Party Contracting Guidelines (Appendix A). The procurement procedures

described in this document have been developed to assure compliance with these guidelines. Additional

information regarding appropriate procurement practices can be found in the Federal Transit

Administration’s Best Practices Procurement Manual.

The basic procurement objective is to secure the best goods and/or services at the lowest available price,

consistent with quality requirements and delivery needs. The practice of competitive bidding, whether

formal or informal, not only tends to assure reasonable prices, but guards against improper practices.

Failure to appropriately procure goods and services funded by the Federal government could seriously

jeopardize Federal funding to RGRTA. All RGRTA staff involved in procurement activities must

familiarize themselves with RGRTA procurement guidelines, FTA regulations, and other pertinent

documentation, as promulgated. To assist RGRTA staff in these efforts, standard and required contract

clauses and applicability requirements are presented in Appendix B.

PURPOSE

These Procurement Guidelines set forth the requirements that RGRTA and its subsidiary corporations

(individually or collectively referred to as “RGRTA”) must adhere to in the solicitation, award, and

administration of its third party contracts for goods and services. These requirements are in conformance

with common Federal grant rules, Federal and New York State statutes, Federal Executive orders and their

implementing regulations, New York State Department of Transportation policy and Federal Transit

Administration policy.

These guidelines are meant to:

(i) formalize practices which insure that RGRTA’s interests are protected,

(ii) assure that all Federal and state procurement laws and regulations are followed, and

(iii) communicate policies, give guidance to Procurement personnel, personnel assigned to the

purchasing function, and others with delegated purchasing authority.

These Guidelines have been duly adopted by resolution of RGRTA's Board of Commissioners (the

"Board") and detail RGRTA's operative policy and instructions regarding the use, awarding, monitoring

and reporting of procurement contracts. These Guidelines shall be reviewed and approved by RGRTA’s

Board of Commissioners on an annual basis.

APPLICABILITY

The RGRTA Procurement Guidelines apply to all commodity, service, and professional service contracts

procured by RGRTA. These Guidelines adhere closely to the Federal Procurement Requirements outlined

in FTA Circular 4220.1F. While RGRTA is not required to meet Federal regulations for its non-federally

funded contracts, RGRTA has chosen to adopt the procurement practices outlined in the Circular and the

Best Practices Procurement Manual as a way of ensuring sound business practices in all RGRTA

procurement activities.


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These Guidelines are intended for the guidance of officers and employees of RGRTA only, and nothing

contained herein is intended or shall be construed to confer upon any person, firm or corporation, any right,

claim or benefit under, or by reason of, any requirement or provision hereof.

Nothing contained in these Guidelines shall be deemed to alter, affect the validity of, modify the terms of

or impair any contract or agreement made or entered into in violation of, or without compliance with, the

provisions of these Guidelines.

Where applicable Federal, state or local laws, ordinances, codes, rules or regulations contain requirements

that are in conflict with, or that impose greater obligations upon RGRTA than these Guidelines, those

requirements, shall take precedence over those contained herein.

RGRTA shall not be precluded from adopting additional requirements for particular contracts relating to

the matters covered by these Guidelines.

DEFINITIONS.

When used in these guidelines:

"Advertisement”:

(i) the publication of a Notice of Procurement Opportunity in any of the following forums, as are

appropriate: newspapers of general circulation in Monroe County and/or any other member county

within the Rochester-Genesee Regional Transportation District; regional, state and national trade

journals and magazines; newsletters; and New York State Economic Development Department

and/or Disadvantaged Business Enterprise publications,

(ii) the posting of a Notice of Procurement Opportunity on RGRTA's property at a location accessible

to the public,

(iii) the dissemination of a Notice of Procurement Opportunity to three (3) or more potential bidders,

proposers or suppliers either by written, telephonic or electronic transmission, and

(iv) any or all methods of advertisement as are herein defined that are necessary or desirable to promote

competition under these Guidelines.

"Allowable Indirect Costs": those costs generally associated with overhead which cannot be specifically

identified with a single project or Contract and are considered reasonable and allowable under

specific state contract or allow-ability limits.

“Approved Equal”: An item or service which has been approved by the procuring agency as equal to the

brand name item originally specified.

“Brand Name”: A name of a product or service that is limited to the product or service produced or

controlled by one private entity or by a closed group of private entities. Brand names may include

trademarks, manufacturer names, or model names or numbers that are associated with only one

manufacturer.

“Commodities”: Standard articles of commerce in the form of material goods, supplies, products or

similar items. Commodities do not include technology.

"Construction": the supervision, inspection and building of, and all expenses incidental to the acquisition,

construction, repair, painting or reconstruction of, facilities and equipment for use by RGRTA.


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“Contractor”: any person, partnership, private corporation or association:

1. Selling materials, equipment or supplies, or leasing property or equipment, to RGRTA.

2. Constructing, reconstructing, rehabilitating or repairing buildings or other

improvements for or on behalf of RGRTA.

3. Rendering or providing services to RGRTA pursuant to a Contract.

"Contracts" or "Procurement Contracts," as defined by the Federal Acquisition Regulation (FAR): a

mutually binding legal relationship obligating the seller to furnish the supplies or services (including

construction) and the buyer to pay for them. Contracts would include bilateral instruments, awards

and notices of awards; job orders or task assignment letters issued under basic ordering agreements;

letter contracts, orders, such as purchase orders, under which the contract becomes effective by

written acceptance or performance; and bilateral contract modifications.

The parties to a contract must possess the legal capacity to enter into the contract, and they must

assent to the terms of the contract.

"Manager of Purchasing,” “Manager of Contract Administration,” or "Vice President Procurement

and Grants Administration": the individual(s) at RGRTA responsible for preparing Invitations for

Bids or Requests for Proposals for RGRTA procurement contracts.

“Cost Reimbursement (CR) Type Contract”: A general compensation arrangement which requires the

Authority to pay the Consultant a fixed fee plus all allowable actual costs (as established by

predetermined cost principles and rates) provided such costs and fee do not exceed the final

negotiated contract price, as incurred the Consultant in performing the “agreed to” Scope of Work.

This type of contract is appropriate for qualifications-based procurements and negotiated

procurements based on a Scope of Services rather than detailed specifications.

“Design Specifications”: Specifications based on the design of a product or service. Typical design

specifications may include dimensions, materials used, commonly and competitively available

components, and non-proprietary methods of manufacturing.

“Disadvantaged Business Enterprise”: a small business concern which is at least fifty-one percent (51%)

owned by one or more socially and economically disadvantaged individuals (individual with a

personal net worth less than $750,000) and has been certified as such by New York State

Department of Transportation.

“Emergency Procurement”: the procurement of goods or services under circumstances where a delay in

procurement may result in danger to employees or the public, damage to RGRTA's facilities or

equipment, or an impediment, delay or danger to the business operations of RGRTA.

“Federal Transit Administration”: FTA is one of eleven modal administrations within the U.S.

Department of Transportation. The Federal government, through the FTA, provides financial

assistance to develop new transit systems and improve, maintain, and operate existing systems. FTA

oversees thousands of grants to hundreds of state and local public transit providers. These grantees

are responsible for managing their programs in accordance with Federal requirements, and FTA is

responsible for ensuring that grantees follow Federal mandates along with statutory and

administrative requirements.

“Firm-Fixed-Price Type Contract” (FFP): A general compensation arrangement which places the risk of

performance for a lump sum on the contractor, regardless of the actual costs incurred by the


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contractor. The only allowable adjustments to the lump sum contract price are those arising from

authorized changes in scope of services or changes in specifications. This type of contract is

appropriate for acquiring commercial items, or for supplies or services which can be clearly defined

with either performance/functional specifications or design specifications where there are no

substantial uncertainties relating to cost, performance, or schedule. This type of contract may only be

used in sealed bidding procurements.

“Formal Bidding”: bidding involving public advertising and sealed bids, and is required for procurements

of goods or services with an aggregate annual cost of $25,000 or more, except as otherwise provided

herein.

“General Services”: those services provided by an individual or business which are not considered

professional or construction.

“Independent Cost Estimate”: Such estimates may be obtained from published competitive prices,

results of previous competitive procurements, including some type of price escalation percentage, or

price quotes from manufacturers.

“Informal Bidding”: bidding without public advertising but within formal procedures, which may include,

without limitation, written, telephonic or electronic bidding.

“Invitation for Bids (IFB)”: RGRTA’s request for sealed bids setting forth the detailed specifications for

the work to be performed.

“Maintenance Bond”: An instrument of security furnished by the contractor and his/her surety for the

maintenance of the work after completion, in accordance with the contract documents.

“Micro Purchase”: A Purchase having an aggregate cost or resulting in a contract opportunity under

$2,500.

“Minority Business Enterprise (MBE)”: Any business enterprise which is at least fifty-one percent

(51%) owned by, or in the case of a publicly owned business, at least fifty-one percent (51%) of the

capital stock of which is owned by citizens or permanent resident aliens who are minority persons,

and such ownership interest is real, substantial and continuing. The minority ownership must have

and exercise the authority to independently control the business decisions of the entity. The

enterprise must also be authorized to do business in New York State, be independently owned and

operated, and not be dominant in its field. For the purposes of these guidelines “minority person”

shall refer to persons as are defined in Section 2879(3) of the Public Authorities Law.

“New York State Contract Reporter”: a publication of procurement opportunities printed for the New

York State Economic Development Bureau pursuant to the New York State Economic Development

Law.

“Offer”: A promise to provide goods or services according to specified terms and conditions in exchange

for material compensation,

“OGS Bid Contracts”: purchase prices established for various items or services which have been

competitively bid or received competitive proposals by the New York State Office of General

Services (the "OGS") and which may be used by RGRTA and its subsidiaries to make procurements.

“Organizational Conflict of Interest”: because of other activities, relationships, or contracts, a contractor

is unable, or potentially unable, to render impartial assistance or advice to RGRTA; a contractor’s


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objectivity in performing the contract work is or might be otherwise impaired; or a contractor has an

unfair competitive advantage.

“Performance Bond”: An instrument of security furnished by the contractor and his surety for the

performance of the work in accordance with the contract documents.

“Performance Specifications”: Specifications based on the function and performance of a product or

service under specified conditions, preferably conditions that can be reproduced for testing purposes.

Performance specifications may include useful life, reliability in terms of average intervals between

failure, and capacity

“Procurement”: The acquisition by the Authority of products, services, or public works by purchase,

excepting:

The purchase of periodicals, reference materials, treatises, or professional research tools;

The payment of fees or tuition associated with continuing education courses, training courses,

conferences, seminars, and symposiums,

Expenditures governed by the RGRTA’s “Travel Policy and Guidelines”; and

The purchase of advertising space or advertising time in any medium.

“Procurement Officer”: Individual who has responsibility for the overall conduct of a particular

procurement. This individual is responsible for ensuring compliance with applicable RGRTA

Guidelines and governmental regulations in the procurements under his/her purview. The

Procurement Officer will likely be one of the following positions:

Vice President of Procurement and Grants Administration

Manager of Purchasing

Manager of Contract Administration

“Professional Services”: services of a professional nature, including without limitation, accounting, legal,

medical, occupational, architectural, engineering, consulting, advertising, marketing and planning.

“Professional Services Contract”: any written agreement to provide a service, including but not limited to

legal, accounting, management consulting, investment banking, planning, training, statistical,

research, public relations, marketing, advertising, architectural, engineering, surveying or other

personal services of a consulting, professional or technical nature, for a fee, commission or other

compensation, by a person or persons who are not providing such services as officers or employees

of a state agency or public corporation.

“Professional Services Contractor”: any person, firm or corporation performing a Professional Services

Contract for RGRTA.

“Prompt Payment”: payment of a debt due and owing by RGRTA before interest accrues thereon

pursuant to a statement adopted in accordance with these Guidelines.

“Proper Invoice”: a written request for a Contract payment that is submitted by a Contractor setting forth

the description, price and quantity of goods or services delivered or rendered in such form and

supported by such other substantiating documentation as RGRTA may reasonably require.


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“Public Work”: the construction, demolition, repair, rehabilitation, removal, restoration or maintenance of

any building, roadway, structure, fixture, facility, improvement or property owned by or leased to

RGRTA.

“Receipt of an Invoice”:

(1) The date on which a proper invoice is actually received in the designated payment office; or

(2) The date on which RGRTA receives the purchased goods or services covered by the proper

invoice, whichever is later.

"Responsible”: a potential contractor is considered responsible if it can demonstrate that it has the ability to

perform successfully under the terms of the proposed Contract, taking into account the offeror's

technical and financial capability. Responsibility refers to the ability of the contractor to deliver the

requested items/services.

"Responsive”: a bid which complies, in all material respects, with the terms of the solicitation and is

completed, executed, and submitted in accordance with the instructions set forth in the solicitation.

Responsiveness refers to the integrity of the submitted bids and the bid process.

"Sealed Bidding”: a competitive procurement method under which a contract is awarded to the lowest-

priced, responsive bid, offered by a responsible bidder.

“Senior Staff”: The Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief

Administrative Officer, Corporate Council, Vice Presidents and Directors of RGRTA.

“Services”: A professional, consulting, technical, or other service, including but not limited to, legal,

testing, accounting, bookkeeping, secretarial, management consulting, audit, investment banking,

planning, training, statistical research, insurance, advertising, public relations, architectural,

engineering, appraisal, janitorial, surveying, housekeeping, and waste disposal, performed for a fee,

commission or other compensation.

“Single bid”: Two or more competitive bids are solicited and only one bid is received.

“Small Procurement”: The acquisition of goods or services under a written agreement or purchase order

resulting in an aggregate cost to RGRTA of less than $25,000 per year.

“Small Procurement Informal Bidding”: A small procurement method of procuring goods or services

between $2,500 and $24,999.99 annually, based upon competitive selection; quotes are requested

and received via fax or regular/electronic mail.

“Sole Source”: the goods or services to be procured are available from only one responsible source; or

prior state, federal or Board approval has been granted.

“Solicitation”: A purchasing entity’s request for offers, including telephone, fax, or electronic requests for

price quotations, an invitation for bids, or a request for proposals.

“Surety bond”: Refers to an agreement between a transit industry contractor or supplier and a surety bond

writer that guarantees a contract obligation with a transit property. Typically, transit agencies require

bonds that cover 100% of the value of a contract. If a contractor defaults on a contract or faces

financial difficulties, the surety bond underwriter will owe the transit agency the full amount of the

contract.


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“Time and Material (T&M) Type Contract”: A general compensation arrangement which provides for

a fixed rate including Overhead and Profit, and material paid for at cost, plus handling charges. This

type of contract is permitted only:

After a determination that no other compensation arrangement is suitable;

The contract or purchase order contains a price ceiling that the contractor exceeds at its own risk,

and

All labor and equipment rates (including overhead and profit), are predetermined and set forth in

the contract and materials are to be paid for at cost.

“Women-owned Business Enterprise (WBE)”: Any business enterprise which is at least fifty-one

percent (51%) owned by, or in the case of a publicly-owned business, at least fifty-one percent (51%)

of the capital stock of which is owned by citizens or permanent resident aliens who are women,

regardless of race or ethnicity, and such ownership interest is real, substantial and continuing.

Women business owners must have and exercise the authority to independently control the business

decisions of the entity. The enterprise must also be authorized to do business in New York State, be

independently owned and operated, and not be dominant in its field.


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SECTION TWO: GENERAL PROCUREMENT GUIDELINES

1. CONTRACT ADMINISTRATION SYSTEM

RGRTA maintains a Contract Administration System (Appendix C) to ensure that contractors

perform in accordance with the terms, conditions, and specifications of their contracts, including

purchase orders contracts.

2. BOARD APPROVAL

The approval of the Board is required for all “Procurement Contracts,” as defined under

“Definitions” above, which:

(i) are for the acquisition of goods or services in the actual or estimated aggregated annual

amount of $ 75,000 or more, or

(ii) require the provision of goods or performance of services having an estimated annual value of

$ 5,000 or more for a period in excess of one (1) year. Contracts exceeding one year shall be

reviewed annually by the RGRTA Board of Commissioners.

A monthly report to the Board of Procurements between $25,000 - $74,999.

3. ENSURING MOST EFFICIENT AND ECONOMIC PURCHASE

All purchase requisitions shall be reviewed by the Manager of Purchasing or Vice President of

Procurement and Grants Administration to avoid purchase of unnecessary or duplicative items.

Consideration shall be given to consolidating or breaking out procurements to obtain a more

economical purchase. Where appropriate, an analysis will be made of lease versus purchase

alternatives and any other appropriate analysis to determine the most economical approach, as well

as Federal funding constraints.

4. INTERGOVERNMENTAL PROCUREMENT AGREEMENTS

To foster greater economy and efficiency, the RGRTA may enter into State and local

intergovernmental agreements for the procurement or use of common goods and services. The

requirements and standards of this document apply equally to procurements entered into under such

agreements.

5. NYS OFFICE OF GENERAL SERVICES CONTRACT PRICES & MUNICIPAL

CONTRACT PRICES

RGRTA may use NYS Office of General Services (OGS) contract prices or the contract price of

any other municipality when they are deemed competitive prices.

Contracts may be awarded based on the OGS or municipal contract price without additional

competitive procedures. If the contract price available through the OGS or municipality is lower

than the lowest bid price after sealed bidding, formal bidding, or informal bidding, the bids shall be

rejected and a contract awarded based on the OGS or municipal contract price. If these sources are

used, proper documentation shall be attached to the purchase order for recordkeeping.

If a Procurement Officer determines that the OGS contract price or the municipal contract price is

not the lowest price available, or if purchase under the contract would result in an inordinate delay

in delivery, the regular bidding process shall be used, and a contract awarded to the lowest

responsive and responsible bidder.


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If federal funds are used in this procurement, the Procurement Officer must assure that the OGS

contract or municipal contract meets Policy & Procedures for Federal Transit Administration

(FTA) Program Related Procurements. If the federal required clauses are not part of the existing

contract, the Procurement Officer shall generate a separate RGRTA contract that includes the

federal required clauses and forms.

Federal Transit Administration (FTA) Required Clauses have been updated

6. AWARDS TO RESPONSIBLE CONTRACTORS

The RGRTA may use Federal excess and surplus property in lieu of purchasing new equipment and

property, whenever such use is considered preferable and reduces project costs.

7. AWARDS TO RESPONSIBLE CONTRACTORS

The RGRTA shall make awards only to responsible contractors possessing the ability to perform

successfully under the terms and conditions of a proposed procurement. In making a responsible

contractor determination, consideration shall be given to such matters as contractor integrity,

compliance with public policy, record of past performance, and financial and technical resources.

Responsibility differs from responsiveness in that responsibility generally applies to the offeror.

Responsive applies to the bid submission and its conformance with the specifications or

requirements of the solicitation document.

8. WRITTEN RECORD OF PROCUREMENT HISTORY

A properly documented Procurement file should be a complete record of procurement actions and

should fully support the successful contractor’s bid price. It provides a complete background as a

basis for informed decisions at each step in the acquisition process. A well-documented file also

supports actions taken, provides information for reviews and investigations, and furnishes essential

facts in the event of litigation or legislative inquiries. If the procurement action is the result of a

contract amendment or exercise of an option, sufficient data should be included to fully support the

basis for the price and procurement action.

RGRTA shall maintain records detailing the history of all procurements. At a minimum, these

records shall include the following:

Documentation Checklist for Procurement File:

Procurement Request Form;

A memorandum explaining the rationale for the method of procurement;

Independent cost estimates;

Evidence of availability of funds;

Selection of contract type;

Copy of the solicitation package, all addenda, and all amendments;

Signed copy of Proposal Review Form;

Copies of published notices of proposed contract action;

Names, addresses, phone numbers, and electronic mail (E-mail) addresses of contractors or

vendors solicited;

Names, addresses, phone numbers and electronic mail (E-mail) addresses of contractors or

vendors requesting a copy of the Invitation for Bids;

Names and addresses, phone numbers and electronic mail (E-mail) addresses of all bidders,

the terms of their offers, and prices quoted;


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Bidders’ / Proposers’ packages;

The evaluations of proposals and selections of firms for negotiations and awards;

The evaluations of submitted bids;

A summary record of negotiations, if appropriate;

Contract Officer’s determination of responsiveness or non-responsiveness of each bid,

offer, or quotation;

Reasons for contractor selection or rejection;

The costs negotiated by the parties and the determination that the price is fair and

reasonable;

A cost or price analysis, as appropriate, justifying the determination that the price is fair

and reasonable;

Determination of whether the goods or service may be procured under the OGS NYS

Commodity Index, and if so, the price;

The basis for the contract price;

DBE Considerations-DBE Contract Goal, if applicable;

Certified Bid Tabulation;

Copies of notices to unsuccessful bidders;

Notice of Award to successful bidder;

A copy of the Notice to Proceed;

An original, executed contract, with Required Forms attached;

Records of any protest;

Bid, Performance, Payment or other bond documents, and notices to sureties;

Required insurance or bond documents, if any;

A copy of the Adopted Board Resolution authorizing the award/contract;

All correspondence and data in support of relevant contractual actions; and

Contract close-out documentation.

The Procurement File for small and micro purchases shall include the following documentation:

Procurement Requisition

Copies of any quotes received via fax, mail, or telephone;

Copy of purchase order;

Statement that successful bidder’s price is fair and reasonable;

Description of method used in determining that the successful bidder’s price is fair

and reasonable;

Sole source justification, if applicable.

9. USE OF TIME AND MATERIALS TYPE CONTRACTS

As required in FTA Circular 4220.1F, RGRTA shall use time and material type contracts only:

(a) after a determination that no other type of contract is suitable, and

(b) if the contract specifies a ceiling price that the contractor shall not exceed except at its own

risk.

10. SETTLEMENT OF CONTRACT ISSUES/DISPUTES

In accordance with good administrative practice and sound business judgment, RGRTA will be

responsible for the settlement of all contractual and administrative issues arising out of


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procurements. These issues include, but are not limited to, source evaluation, protests, disputes, and

claims. These standards do not relieve RGRTA of any contractual responsibility under its contracts.

Violations of the law will be referred to the local, State, or Federal authority having proper

jurisdiction.

11. CONTRACT PERIOD OF PERFORMANCE

The RGRTA shall not enter into any contract with a period of performance exceeding five (5)

years, inclusive of options.

For federally-funded contracts, RGRTA will obtain the written approval of the FTA prior to

awarding a contract with a period of performance that may exceed this five-year limitation. This

approval will also be obtained for contracts that were not expected to exceed the five-year

limitation at the time of the initial award, but for unexpected reasons, later exceed that limitation.

This limitation does not apply to construction contracts or to leases of real property for the life of a

transit asset to be constructed on such property (which period will extend beyond five years to

fulfill the statutory requirements that RGRTA has “satisfactory continuing control”).

12. INDEPENDENT COST ESTIMATES

RGRTA shall perform an independent cost estimate for every large procurement ($25,000 annually

and above), including contract modifications, before receiving bids or proposals. An independent

cost estimate is an estimate of the proper price level or the value of the supplies or services to be

purchased. This estimate can be used in determining the reasonableness of the actual price offered.

For procurements using Federal funds, this cost estimate shall be the estimated cost contained in

the most recent version of the local Transportation Improvement Program (TIP).

In some cases, obtaining cost estimates may be difficult or may lie outside the competence of

agency personnel. In the case of construction projects, a design firm may already be under contract

and may perform this service.

Equipment estimates can often be prepared from published price lists or from past competitive

procurements updated with inflation factors. In the case of specialized equipment, care must be

taken that the source of the estimates is not disproportionately obtained from one supplier.

Professional services often range widely in both price and quality. It may be worth obtaining a

professional cost estimate by a firm not interested in the final procurement. In the case of facility

design services, industry standards to estimate design as a percent of construction are available.

Other transit authorities are also a valuable source of cost estimating information if they have

undertaken similar projects.

13. CONTRACT COST AND PRICE ANALYSIS

A cost or price analysis is a determination that the cost or price offered by a contractor is

reasonable, given current market conditions. The purpose of cost or price analysis is to ensure that

RGRTA does not pay unreasonably high prices. A cost or price analysis must be performed in

connection with every procurement, including contract modifications. The method and degree of

analysis is dependent on facts surrounding the particular procurement situation. Prices that are

unreasonably low can also be detrimental to good procurement if they prove to be an indication


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that the offeror has made a mistake or misunderstood the work to be performed. All procurement

files shall contain minimum documentation that the offered price is fair and reasonable.

Cost Analysis

A cost analysis must be performed when the offeror is required to submit the elements (i.e., labor

hours, overhead, materials, etc.) of the estimated cost of the services offered (e.g., under

professional consulting and architectural and engineering services contracts). The cost analysis

must verify the proposed cost data, the projections of the data, and must evaluate each specific

element of costs and profit. The cost analysis shall include an evaluation of labor and other direct

costs, overhead rates, G&A rates, and the profit factor.

A cost analysis will be necessary when adequate price competition is lacking and for sole source

procurements where the elements of the estimated cost of the product or services are included in

the bid submission, including contract modifications to change orders, unless price reasonableness

can be established on the basis of a catalog or market price of a commercial product sold in

substantial quantities to the general public or on the basis of prices set by law or regulation.

Price Analysis

A price analysis may be used in all other instances to determine the reasonableness of the proposed

contract price. RGRTA will determine which of the following price analysis techniques is

appropriate for each procurement:

(a) Comparison of proposed prices received in response to the solicitation,

(b) Comparison of all prices received for recent (within last 12 months) prior procurement

actions for the same or similar items. Prior price comparison may be affected by:

1) Changes in economic conditions between the times of the two procurements,

2) Differences in quantities, and

3) Inclusion of non-recurring cost in the prices. To make a fair comparison, non-recurring

costs can be removed from both prices;

(c) Comparison with competitive published price lists, published market price of commodities,

similar indexes, and discount or rebate arrangements, and

(d) Comparison of proposed prices with the cost estimates performed prior to the solicitation,

although this alone is seldom adequate to warrant a determination that the price is reasonable.

Cost analysis differs from price analysis in that it focuses on the reasonableness of the estimated

costs of performance, not on the reasonableness of the price. Cost analysis entails reviewing each

element of cost (e.g., labor, overhead rates, and a profit factor) to determine whether the offeror’s

estimate contains an accurate and reasonable prediction of the cost incurred during performance.

The contract price is figured by adding a rate of profit that is determined to be fair. All reasonable

costs of performance can be considered. Price analysis involves examining and evaluating a

proposed price without evaluating its separate cost and profit elements. Price analysis is based

essentially on data from the offeror that can be independently verified.

Profit Analysis

Profit is negotiated as a separate element of the price for each contract in which there is no price

competition and in all cases where cost analysis is performed. To establish a fair and reasonable


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profit, the consideration will be given to the complexity of the work to be performed, the risk borne

by the contractor, the contractor’s investment, the amount of subcontracting, the quality of its

record of past performance, and industry profit rates in the surrounding geographical area for

similar work.

Federal Cost Principles

Costs or prices based on estimated costs for contracts under grants will be allowable only to the

extent that costs incurred or cost estimates included in negotiated prices are consistent with Federal

Cost Principles. RGRTA shall use Federal Cost Principles to determine allowable costs for all

Federally-funded cost-reimbursement type contracts.

Construction: Cost Plus Contracts

The cost plus a percentage of cost and percentage of construction cost methods of contracting shall

not be used by RGRTA.

Cost-Plus Percentage of Cost

The Authority shall not utilize a "Cost Plus a Percentage of Cost" contract.

14. PROCUREMENTS WITH STATE AND FEDERAL FUNDS

In all cases where procurements are made by RGRTA with state and/or Federal funds and are

conditioned upon, or subject to, laws or regulations for purchasing, RGRTA shall observe such

laws and/or regulations. This shall apply to all matters, including bidding, advertising for bids,

reviewing bids, awarding Contracts, monitoring awarded Contracts and reporting awarded

Contracts.

Federal regulations permit grant applicants, such as RGRTA, to incur project costs before receiving

formal approval or grant awards. It is the practice of RGRTA not to incur costs or entertain the

award of contracts for capital projects to be funded in whole or in part with Federal aid unless

Federal aid supporting the projects is dedicated in an adopted Federal budget as a formula

appropriation to RGRTA or as an earmarked appropriation to RGRTA.

15. FULL AND OPEN COMPETITION

All procurement transactions, without regard to dollar value, will be conducted in a manner that

provides maximum open and free competition. The following are considered to be restrictive of

competition:

(a) Placing unreasonable requirements on firms for them to qualify to do business;

(b) The specification of only a “brand name” product without listing its salient characteristics

and not allowing “an equal” product to be offered. Brand names are among the most

restrictive types of specification, and

(c) Non-competitive practices between firms or affiliated companies;

(d) Noncompetitive awards to any person or firm on retainer contracts;

(e) Organizational conflicts of interest; An organizational conflict of interest means that

because of other activities, relationships, or contracts, a contractor is unable, or potentially

unable, to render impartial assistance or advice; a contractor’s objectivity in performing the


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contract work is or might be otherwise impaired; or a contractor has an unfair competitive

advantage;

(f) Any arbitrary action in the procurement process;

(g) Unnecessary experience and bonding requirements; or

(h) Sole Source negotiation without proper justification.

16. GEOGRAPHIC PREFERENCES

RGRTA shall not use statutorily or administratively imposed in-state or local geographical

preferences in the evaluation of bids or proposals, except in those cases where applicable Federal

statutes expressly mandate or encourage geographic preference. This requirement does not pre-

empt State-licensing laws.

Geographic location may be a selection criterion in procurements for architectural and engineering

(A&E) services, provided its application leaves an appropriate number of qualified firms, given the

nature and size of the project, to compete for the contract.

17. PREQUALIFICATION CRITERIA

RGRTA does not currently pre-qualify products or persons prior to solicitation. However, in the

event that pre-qualification becomes necessary in the future, RGRTA will ensure that all lists of

pre-qualified persons, firms, or products that are used in acquiring goods and services are current

and include no less than three (3) sources to ensure maximum full and open competition. As such,

pre-qualification lists must contain a date as to when the list was last updated and a signature of the

person who updated it. RGRTA will not use pre-qualification lists that are over one (1) year in age

and do not contain at least three persons, firms, or products. Also, the RGRTA will not preclude

potential bidders from qualifying during the solicitation period. This period is defined as the

period from issuance of the solicitation to its closing date.

18. WRITTEN PROCUREMENT SELECTION PROCEDURES

The RGRTA shall use written selection procedures for procurement transactions as follows:

Solicitations shall include a clear and accurate description of the technical requirements for the

material, product, or service to be procured. Such description shall not contain features that unduly

restrict competition. The description may include a statement of the qualitative nature of the

material, product, or service to be procured and when necessary, shall set forth those minimum

essential characteristics and standards to which it must conform if it is to satisfy its intended use.

19. FAILURE TO RESPOND TO BID SOLICITATION

A potential bidder may be removed from a list of prospective bidders by the Procurement Officer if

the potential bidder fails to respond to a bid solicitation for similar goods or services on three (3)

consecutive occasions; provided, however, that with respect to DBEs, prior notification will be sent

to the DBE Liaison Officer.

20. REQUESTS FOR DEVIATIONS FROM SPECIFICATIONS

Specifications for goods and/or services shall be written clearly and concisely to minimize

ambiguity and to ensure that RGRTA receives the goods and/or services that are ideally suited for

its needs. Where appropriate, provisions should be made in the specifications to allow bidders to


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seek deviations from the specifications. The purchaser and user should consider all such requests

and approve those requests that enhance flexibility in bidding without sacrificing the quality or

integrity of the goods and/or services being procured.

All requests for deviations that are submitted, accompanied by RGRTA’s responses, shall be

shared with all potential bidders. Such documentation shall be provided to all bidders prior to bid

opening. The following clause is recommended for use in all specifications for goods:

"The specifications released herewith represent the _______ which

RGRTA feels are ideally suited for its operations; however, RGRTA will

consider requests for deviations and requests for "approved equals" to the

specifications. RGRTA will accept such requests in writing up

until ___ .

All requested deviations from these specifications will be responded to, in writing,

in one of the following manners:

(a) Approved as an equal

(b) Rejected

RGRTA will respond in writing to all requests no later than five (5) calendar days prior to

bid opening. All requests, and RGRTA’s responses thereto, will be furnished to all

prospective bidders and become addenda to these specifications."

21. WRITTEN ADDENDA

RGRTA reserves the right to issue clarifying information regarding the content of a procurement

document should the Authority, in its sole judgment, determine it is necessary to do so.

RGRTA shall include a statement in all IFBs and RFPs that the Authority will endeavor to ensure

that all bidders receive any addenda to a solicitation, but the ultimate responsibility for obtaining

addenda lies with the bidders.

If questions are submitted to the Procurement Officer regarding an IFB or RFP Document, the

Procurement Officer shall proceed in accordance with one or more of the following actions:

1) If the Procurement Officer determines that a question can be answered via letter, a

response shall be sent within seven (7) business days of receipt of the question. A copy of

the written questions and the response shall be sent to all vendors on the bid list.

2) If the issues set forth in an inquiry are determined to be of importance to all bidders, an

open meeting will be held for all bidders. The Procurement Officer’s decision to schedule

a meeting will be based on factors including, but not limited to, the following:

Complexity of the inquiry,

The history of RGRTA’s efforts to procure the same service or product in question,

The number of inquiries received.

3) All bidders will receive notification of any scheduled meeting by U.S. first class mail,

facsimile transmission, electronic mail, or courier.


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4) All bidder inquiries will be addressed during the pre-bid meeting.

If it is determined that no open meeting is to be held, RGRTA reserves the right to pursue one or

more of the following options and shall notify all bidders as such:

Issue clarifying documentation, which will be considered an amendment to the original

solicitation forms,

Withdraw the procurement document,

Continue bid process, without any changes, or

Issue a new submission date for bids.

22. WRITTEN PROTEST PROCEDURES

RGRTA shall adhere to a Protest Policy and Procedure to handle and resolve disputes from

Interested Parties relating to its procurements. To ensure all Interested Parties are informed of this

policy, each Solicitation Document for purchases exceeding the threshold for Formal Procurements

set in Section Three, paragraph 2 shall contain the following notice:

RGRTA’s policy and procedure for the administrative resolution of protests is set forth in Section

Four of the “Rochester Genesee Regional Transportation Authority and Subsidiaries Procurement

Guidelines,” which is available on the Authority’s website: www.myrts.com/Do-Business-With-

Us/Procurement. The Federal Transit Administration (FTA) Third Party Contracting Circular

addresses protests where federal funds are involved. The current version of the FTA Circular is

available at www.transit.dot.gov/regulations-and-guidance. FTA will only review protests

regarding matters that are primarily of Federal concern.

23. OPTIONS

An option is a unilateral right in a contract by which, for a specified time, RGRTA may elect to

purchase additional equipment supplies, or services called for by the original contract, or may elect

to extend the term of the original contract. If RGRTA elects to use options, the following

requirements apply:

(a) Evaluation of Options The option quantities or periods contained in the contractor’s bid or

offer must be evaluated to determine contract award. When options have not been

evaluated as part of the award, the exercise of such options will be considered a sole source

procurement. (To be eligible for Federal funding, options must be evaluated as part of the

price evaluation of offers, or must be treated as sole source awards).

(b) Exercise of Options The exercise of an option must be in accordance with the terms and

conditions of the option stated in the initial contract awarded. An option may not be

exercised unless it is determined that the option price is better than prices available in the

market or that the option is the more advantageous offer at the time the option is exercised.

The option price must be determined to be fair and reasonable, and a written justification of

this determination must be included in the procurement file.

24. CIVIL RIGHTS AND SPECIAL PROGRAMS POLICY

http://www.transit.dot.gov/regulations-and-guidance


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Federal and State agencies have enacted programs to promote equality of economic opportunities,

ensure nondiscrimination in the award and administration of contracts, and encourage and support

eligible businesses to play a greater role in the economy.

The Federal Transit Administration’s (FTA) Disadvantaged Business Enterprise (DBE), New York

State’s Minority and Women’s Business Enterprise (MWBE), and the Service Disabled Veteran

Owned Business (SDVOB) Programs each have established goals, which are applied, to

procurements conducted utilizing federal and state assistance respectively.

Per New York State Regulations, contracts subject to DBE goals may not have MWBE nor

SDVOB goals established. Contracts not subject to DBE goals may have either or both MWBE and

SDVOB goals set.

It is RGRTA’s policy to comply with these regulations in the administration of its procurement and

contract management activities.

Disadvantaged Business Enterprise (DBE) Program

Federal regulation 49 CFR Part 26 outlines the regulatory requirements of the DBE Program. The

program is overseen by FTA’s Office of Civil Rights.

On a triennial basis the DBE Liaison Officer, following federal regulatory requirements, prepares

and submits a goal plan to the FTA Office of Civil Rights. Once approved, the goal plan establishes

RGRTA’s DBE Goal on federally-funded procurements for the subsequent three federal fiscal

years (October – September).

DBE regulation permits RGRTA to assess the DBE goal on individual procurements based on the

reasonable availability of certified DBE firms for the required goods and/or services. Goals on

projects with little or no certified DBE availability may have a very low goal or no goal. Projects

with a larger availability of certified DBE firms may have a goal well above the goal established in

the plan goal.

Each state establishes a Unified Certification Program (UCP) for DBE firms. Firms utilized by

RGRTA must be certified by New York State’s Unified Certification Program (UCP).

Once proposals are received, the procurement officer must review each proposal to determine if it

is DBE compliant. Proposals not meeting the DBE goal must demonstrate that good-faith efforts

were taken to achieve the goal. The procurement officer reviews the submitted documentation and

makes a determination. Proposals not meeting the goal, nor demonstrating adequate good-faith

efforts, may be considered non-responsive.

RGRTA staff are responsible for monitoring ongoing compliance of active contracts with DBE

goals. Monitoring responsibilities include but are not limited to assuring that:

Prompt payment is made to all subcontractors both DBE and non-DBE

DBE firms certifications are current

DBE firms are performing on the contract consistent with the contractor’s proposal

DBE firms contracted responsibilities are consistent with their certification

FTA-funded contracts are achieving the DBE goal established on the contract regardless of

change orders.

RGRTA’s staff are responsible to submit DBE semi-annual reports to FTA’s Civil Rights Division.

The reports outline DBE participation committed to in contracts awarded during the period as well

as actual DBE participation achieved in contracts completed during the period.

Minority and Women’s Business Enterprise (MWBE) Program

New York State Executive Law Article 15-A outlines the regulatory requirements of New York

State’s MWBE program. The program is overseen by Empire State Development’s (ESD)

Division of Minority and Women’s Business Development (“DMWBD”).


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Contracts with a dollar value threshold of $25,000 or greater for purchases on

commodities/services and $100,000 or greater for construction contracts for which no DBE goal is

applicable are subject to MWBE goals as established by New York State.

On an annual basis, the MWBE Liaison Officer prepares and submits an MWBE Goal Plan to the

DMWBD. The goal plan assesses all anticipated procurements for the coming State Fiscal Year

(April to March) for applicability of MWBE Goals. Those procurements which are exempted,

excluded, or waived are removed from the goal calculation. The goal plan establishes the dollar

threshold of procurements to which the MWBE goal shall be applied. The MWBE goal may be

reset at the conclusion of a New York State Disparity Study. The Disparity Study is conducted

every five years in order “to determine whether there is a disparity between the number of qualified

minority and women-owned businesses ready, willing, and able to perform state contracts for

commodities, services, and construction, and the number of such contractors actually engaged to

perform such contracts.”

As the procurement is being developed, the procurement officer may work with the MWBE

Liaison Officer to determine if a request for an in-year exclusion may be appropriate. A request for

an in-year exclusion (pre-waiver), may be submitted if it is determined that there are no or limited

subcontracting opportunities or no or limited availability of certified MWBE firms to perform or

provide the specific goods or services. A request for an in-year exclusion is required anytime a goal

below the State established percentage is considered.

Firms utilized by RGRTA must be certified by ESD and listed in the ESD Directory of Certified

Firms.

Once responses are received, the procurement officer must review each bid/proposal to determine

if the proposal is compliant with Article 15-A. Proposals may be compliant either through meeting

the established MWBE goal or through adequately documenting good-faith efforts. When assessing

good-faith efforts, the procurement officer is required to review the submitted documentation and

make a determination of whether adequate good-faith efforts were undertaken. Bids/proposals not

meeting the goal, nor showing adequate good-faith efforts, may be considered non-responsive.

If a proposal which does not meet the MWBE goal but does demonstrate adequate good-faith

efforts is selected for award, RGRTA must prepare and submit a Waiver Request to the DMWBD

for approval. Waiver requests must receive New York State approval before an award can be made.

Waiver requests are required anytime a goal below the State established percentage is desired.

Contract Management staff are responsible for ongoing monitoring efforts of active contracts with

MWBE goals. Under Executive Order Article 15-A, RGRTA is responsible monitoring contractor

MWBE compliance. Monitoring responsibilities include but are not limited to assuring that:

Prompt payment is made to all subcontractors both MWBE and non-MWBE

MWBE firms certifications are current

MWBE firms are performing on the contract consistent with the contractor’s proposal

MWBE firms contracted responsibilities are consistent with their certification

Contracts are achieving the MWBE goal established on the contract regardless of change

orders.

On a quarterly basis, RGRTA staff submit the MWBE Quarterly Utilization Report to ESD’s

DMWBD. The Quarterly Utilization Report provides contract expenditures and MWBE utilization

by contract type.


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Service Disabled Veteran Owned Business (SDVOB) Program

New York State Executive Law Article 17-B outlines the regulatory requirements of New York

State’s SDVOB program. The program is overseen by the New York State Office of General

Services.

Contracts with a dollar value threshold for purchases on commodities/services greater than $25,000

and for construction contracts greater than $100,000 for which no DBE goal is applicable are

subject to SDVOB goals as established by New York State.

On an annual basis, the SDVOB Liaison Officer prepares and submits a SDVOB Goal Plan to the

Division of Service-Disabled Veterans’ Business Development (DSDVBD).

In addition to identifying the Authority’s procurement strategy, outreach efforts, and strategies to

achieve its goal, the goal plan outlines the anticipated procurements for the coming State Fiscal

Year (April to March) for applicability of SDVOB Goals. Those procurements which are

exempted, excluded, or waived are removed from the goal calculation. The goal plan establishes

the dollar threshold of procurements to which the SDVOB goal shall be applied. SDVOB goals

may be applied in addition to MWBE goals on a procurement.

SDVOB firms utilized by RGRTA must be certified by the DSDVBD and listed in the SDVOB

Directory of Certified Firms.

Once responses are received, the procurement officer must review each bid/proposal to determine

if the proposal is compliant with Article 17-B. Proposals may be compliant either through meeting

the established SDVOB goal or through adequately documenting good-faith efforts. When

assessing good-faith efforts, the procurement officer is required to review the submitted

documentation and make a determination of whether adequate good-faith efforts were undertaken.

Bids/proposals not meeting the goal nor showing adequate good-faith efforts may be considered

non-responsive.

If a proposal which does not meet the SDVOB goal but does demonstrate adequate good-faith

efforts is selected for award, RGRTA must prepare and submit a Waiver Request to New York

State for approval.

Contract Management staff are responsible for ongoing monitoring efforts of active contracts with

SDVOB goals. Monitoring responsibilities include but are not limited to assuring that:

Prompt payment is made to all subcontractors both SDVOB and non-SDVOB

SDVOB firms certifications are current

SDVOB firms are performing on the contract consistent with the contractor’s proposal

SDVOB firms contracted responsibilities are consistent with their certification

Non-federally-funded contracts are achieving the SDVOB goal established on the contract

regardless of change orders.

On a quarterly basis, RGRTA staff submit the SDVOB Quarterly Utilization Report to DSDVBD.

25. PAYMENTS

Advance Payments

RGRTA shall not participate in advance payments to a contractor prior to the incurrence of costs

by the contractor unless prior written concurrence is obtained from FTA. Federally-funded

RGRTA contracts shall not contain advance payment provisions, unless prior written concurrence

is obtained from FTA.


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Progress Payments

Progress payments may be used, provided the following requirements are followed:

(1) Progress payments are made only to the contractor for costs incurred (as opposed to

percent of completion) in the performance of the contract, and

(2) When progress payments are used, RGRTA must obtain title to property (materials, work

in progress, and finished goods) for which progress payments are made. Alternative

security for progress payments by irrevocable letter of credit, performance bond or

equivalent means to protect RGRTA’s interests in the progress payments may be used in

lieu of obtaining title.

(3) Percent of Completion payments are used by RGRTA in its professional services and large

construction contracts.

Final Payment

Final payment is made to the contractor when it has satisfied all the deliverable requirements called

for by all provisions of the contract, including submission of all required documentation. Final

payment signifies that the performance obligations of both parties to the contract have been

satisfied. Before making a final payment, the Vice President of Procurement and Grants

Administration shall obtain a signed release from the contractor releasing the Authority from any

further claims by the contractor. The Vice President of Procurement and Grants Administration

shall also obtain a signed receiving and inspection report from the lead dept. head certifying that all

deliverable items have been received, inspected, and accepted as being in conformance with the

contract specifications.

26. EMERGENCY PROCUREMENTS

From time to time, emergency situations may arise which require that a procurement be made

without following normal purchasing procedures. Emergency situations should be restricted to

those times when delay in completing the procurement could result in jeopardy to persons or

property. In addition, the situation leading to the emergency should be one that could not be

normally anticipated. If an emergency situation occurs, it must be documented and this

documentation must be attached to the purchase order or placed in the procurement file. The

procurement must be approved by the Vice President of Procurement and Grants Administration or

the Chief Executive Officer.

Emergency procurements shall, to the extent that time permits, follow regular procurement

guidelines concerning the solicitation of quotes and the approval of the procurements. Emergency

procurements of goods and/or services costing $15,000 or more may be authorized by the Chief

Executive Officer or the Vice President of Procurement and Grants Administration of RGRTA. A

written memorandum justifying the emergency nature of the procurement shall be maintained in

the procurement file.

27. PROFESSIONAL SERVICES CONTRACTS

The following guidelines apply to the procurement of consulting or professional services such as

legal, audit, planning, testing, accounting, architectural, engineering or surveying services, except

to the extent that the procurement of such services are governed by State or Federal regulations.

Specific contract clauses relevant for professional contracts may be found in Appendix B, Required

Contract Clauses.


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Responsibility

The Chief Executive Officer and Vice President of Procurement and Grants Administration of

RGRTA shall have the responsibility for overseeing the awarding and monitoring of Professional

Services Contracts. Professional Services Contractors shall be utilized by RGRTA for those areas

in which the Board determines such services may not be reasonably provided by the staff of

RGRTA or its subsidiary corporations, or by the officers or employees of another state agency or

public corporation.

Requirements Regarding the Selection of Professional Services Contractors

To the maximum extent feasible, the selection of Professional Services Contractors shall be on a

competitive basis, except that the Board may waive competition by resolution if it is in the best

interest of RGRTA for the Board to do so. The determination to waive competition in a particular

case may be based upon any of the following criteria, but is in no way limited thereto:

(1) Specialized or unique skills, expertise, knowledge, qualification or experience are available

from one source only;

(2) Specialized facilities or equipment are available from only one source;

(3) A contractor has geographical proximity to RGRTA and such proximity is a material

consideration in the award of a contract;

(4) There is a lack of responsible competition, in the sole opinion of RGRTA, among

contractors capable of performing the desired services;

(5) Selecting a contractor on a competitive basis would discourage innovative methods or

technologies because, by way of example and not of limitation, a contractor has proprietary

data, trade secret information or the like; or

(6) Selection without competition is otherwise necessary to the operations of RGRTA or any

of its subsidiary corporations.

Any Professional Services Contracts involving services to be rendered over a period in excess of

one (1) year and an annual value of $5,000 or more shall require (1) the approval of the RGRTA

Board by Resolution and (2) an annual review of the Contract by the Board.

The procedures for competitive negotiation outlined in these Guidelines shall be followed in the

selection of Professional Service Contractors.

Professional Services Contracts with Former Officers or Employees of RGRTA

Professional Services Contracts shall not be awarded to former officers or employees of RGRTA

within two (2) years of their termination as an officer or employee of RGRTA. This prohibition

does not apply if:

(1) Clear evidence exists that such a contract is in the best interest of, and is fair to,

RGRTA, and complies with Section 2879 of the New York Public Authorities Law,

and

(2) The RGRTA Board adopts a resolution authorizing such a contract.


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Annual Report.

Within sixty (60) days of the end of its fiscal year, RGRTA shall prepare and the Board shall

approve a report on Professional Services Contracts, which shall include:

(i) A copy of the RGRTA Procurement Guidelines;

(ii) An explanation of these Guidelines and of any amendments relating to Section 12

hereof since the last annual report;

(iii) A list of the Professional Services Contractors performing services for RGRTA

since the last annual report; and

(iv) A list of the fees, commissions or other charges paid to such Professional Services

Contractors.

Such report may be a part of any other annual report that RGRTA is required to make. The annual

report shall be filed with the New York State Division of the Budget, with copies filed with the

New York State Department of Audit and Control, the New York State Senate Finance Committee,

and the New York State Assembly Ways and Means Committee.

Public Access

RGRTA shall make available to the public copies of its annual Report of Professional Services

Contracts upon reasonable request thereof and in compliance with RGRTA's Freedom of

Information Law procedures.

28. CONSTRUCTION CONTRACTS

Every construction contract should include a “Changes” clause giving the grantee the unilateral

right to order changes in the contract work during the course of performance, and the Contractor

the duty to proceed with the work as changed upon receipt of the change order, assuming that the

change is within the scope of the contract. The “Changes” clause must contain language deferring

the pricing of the changed work until some later time, while obligating the Contractor to proceed

with the work and resolve the issue of compensation later. Failure to reach an agreement on

compensation would be a dispute to be processed according to the procedures of the Disputes

clause of the contract.

29. BONDING REQUIREMENTS

Bid and Performance Bonds

To insure the adequate and expeditious provision of goods, equipment and/or services procured by

RGRTA, bid or performance bonds may be required where appropriate, or as stipulated by state or

Federal law. Final payment, however, will be withheld from a vendor until the department or

division head requesting the procurement certifies as to the successful and total completion of the

goods, equipment and/or services procured.

(a) Bid Guarantee

All Public Work contracts equal to or in excess of $50,000 shall require bid security equal

to five percent (5%) of the bid price. The Bid Guarantee shall consist of a firm

commitment that the bidder will, upon acceptance of his bid, execute such contractual

documents as may be required within the time period specified. Bid guarantee may be in


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the form of a bid bond, certified check or other guaranteed negotiable instrument, or letter

of credit in a form acceptable to RGRTA.

The bid security of the successful bidder will be retained until execution of the Contract.

Bid security of the unsuccessful bidders will be returned upon execution of the Contract

with the successful bidder, but in no event in excess of 60 calendar days after the bid date.

In the event of neglect or refusal on the part of the successful bidder to execute the

Contract and furnish the performance security and evidence of insurances within ten (10)

days after written notification of the award of the Contract, the entire bid security shall be

forfeited to and retained by RGRTA as liquidated damages for such neglect or refusal.

(b) Performance Bond

All Public Work contracts in excess of $25,000 shall require a performance bond or

certified check or other guaranteed negotiable instrument or letter of credit for 100 percent

(100%) of the contract price in a form acceptable to RGRTA guaranteeing the contractor's

faithful performance of all terms under such contract.

Performance security is not mandated for product contracts.

In instances where a performance bond is offered, the bond shall be in the amount of the

Contract and issued by a duly incorporated entity authorized to guarantee the faithful

performance of Contracts and to do business in the State of New York as a surety.

(c) Letter of Credit

A letter of credit used as bid or performance security must:

(i) be an irrevocable letter of credit issued by a bank or financial institution of B-

rating or better,

(ii) be signed by an authorized representative of the issuing institution,

(iii) name RGRTA as beneficiary, and

(iv) be in a form otherwise acceptable to RGRTA. The letter of credit must state

that an amount representing at least ten percent (10%) of the bid price is

available to be drawn on, unconditionally, by RGRTA under the expressed

terms and conditions. These terms and conditions, including the location at

which RGRTA can draw the funds, an effective date and an expiration date,

should be clearly stated in the letter of credit.

(d) Labor and Material Payment Bonds.

All Public Work contracts, regardless of amount, shall require labor and material payment

bonds. Payment bonds are executed in connection with contracts to assure payment, as

required by law, of all persons supplying labor and material in the execution of the work

provided for in the contract. Minimum payment bond amounts required from contractors

are as follows:

50% of contract price, for contracts of $1 million or less;

40% of the contract price if the contract price is more than $1 million, but less than

$5 million,

$2.5 million if the contract price is more than $5 million.


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(e) Maintenance Bonds.

All construction (Public Work) contracts, in excess of $25,000 shall require, at a minimum,

a one (1) year maintenance bond, which period shall commence as of the date of final

acceptance. The maintenance bond shall be in the full amount of the Contract.

(f) Waiver.

Bid and maintenance bond requirements may be waived prior to the bid date by the Chief

Executive Officer or his designee for cause. In instances where such bonds are not

required, payment shall be withheld until full and complete performance has been

accomplished under the terms of the contract.

Performance and security and labor and material payment bonds may be waived by the

Chief Executive Officer or his designee, prior to the bid date, in accordance with State

Finance Law 137(1), provided that the aggregate amount of the Contract is under $15,000

and that RGRTA retains twenty percent (20%) from each progress payment or estimate

until the entire contract work has been completed and accepted, at which time the Chief

Executive Officer or his designee may authorize, pending the payment of the final

estimate, the release of up to seventy-five percent (75%) of the retained percentage.

30. INSURANCE

Levels of risk for specific contracts shall be determined by the Vice President of Procurement and

Grants Administration, after consultation with the Chief Financial Officer of RGRTA. All

Contracts with liability protection for RGRTA shall require that RGRTA be named as a “Named

Insured” on the Contractor’s policies.

Where applicable, liability limits for Contracts shall be required in the following minimum

amounts:

(a) Low Risk Contracts

Comprehensive General Liability

1. $1,000,000 Each Occurrence

2. $1,000,000 Personal Injury

3. $2,000,000 General Aggregate

4. $2,000,000 Products/Completed Operations Aggregate

NOTE: Require "Additional Insured" status on General Liability policy only.

Auto Liability - Owned, hired or non-owned - single limit - $1,000,000

Workers’ Compensation - Statutory Limits

New York State Disability - Statutory Limits

Examples of Low Risk Contracts are those service contracts requiring minimum exposure in

connection with services rendered to RGRTA (i.e., printing services, servicing of office

equipment, etc.).

(b) Medium Risk Contracts


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Comprehensive General Liability (may be satisfied by $1,000,000 General Liability

insurance and $1,000,000 Umbrella insurance)

1. Bodily Injury - $2,000,000

2. Property Damage - $2,000,000

NOTE: Require "Additional Insured" status on General Liability policy only.




Examples of Medium Risk Contracts include HVAC maintenance, lawn care, waste disposal

(excluding oil), etc.

(c) High Risk Contracts

Comprehensive General Liability (may be satisfied by $5,000,000 General Liability

insurance and $5,000,000 Umbrella insurance)

(1) Bodily Injury - $10,000,000

(2) Property Damage - $10,000,000




Examples of "High Risk" Contracts include waste oil removal, elevator maintenance, etc.

"Special Conditions" Contracts

1. WASTE OIL REMOVAL - Requires Pollution Liability coverage.

2. MAJOR CONSTRUCTION & RENOVATION - Requires Builder’s Risk coverage.

3. MAJOR VEHICLE MAINTENANCE – Requires Garage Liability coverage.

4. PROFESSIONAL SERVICES – Requires Professional Services Liability (Errors and Omissions)

coverage.

5. Owners Protective Liability and Property Damage Liability coverage shall be requested, when

applicable, in the following amounts:

$1,000,000 each occurrence

$3,000,000 aggregate

31. PROMPT PAYMENT PROCEDURES


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In accordance with Section 2880 of the New York Public Authorities Law, RGRTA has developed

the following rules and regulations detailing its prompt payment policy:

RGRTA’s Prompt Payment Procedures. The Authority will make payment on a properly

submitted invoice within thirty (30) days of receipt thereof.

Requesting a Payment

The Contractor may submit an invoice for goods and/or services only after properly completing an

appropriately executed Purchase Order and providing the goods and/ services contracted for.

A proper invoice submitted by the Contractor shall be required to initiate any payment, except

where the Contract provides that the Contractor will be paid at predetermined intervals.

Schedule for Making a Payment

RGRTA will make payment on the properly submitted invoice within thirty (30) days of receipt of

a complete and proper invoice.

Interest will be paid when prompt payment is not made; interest will accrue to the Contractor at the

same rate as the rate RGRTA is receiving on its investable funds. Interest will be paid from the

mortgage tax revenues received by RGRTA on a monthly basis.

Conditions Which Justify an Extension of the Payment Date

In the opinion of RGRTA, the following conditions may reasonably justify extension of the date by

which Contract payment must be made:

a. When, in accordance with specific statutory or Contractual provisions, payment must be

preceded by an inspection period or by an audit to determine the resources applied or used

by a Contractor in fulfilling the terms of the Contract;

b. When the necessary governmental appropriation required authorizing payment has yet to

be enacted;

c. When the invoice must be examined by the federal or state government prior to payment;

or

d. When the date by which the Contract payment must be made is modified in accordance

with the following section.

RGRTA shall have fifteen (15) calendar days after receipt of an invoice at its designated

payment office to notify the Contractor of:

a. Defects in the delivered goods or services;

b. Defects in the invoice; or

c. Suspected improprieties of any kind, and the existence of such defects or improprieties

shall prevent the commencement of the time period for computing interest.


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In the event RGRTA fails to notify a Contractor of such defects within fifteen (15) calendar days of

receiving the invoice, the number of days allowed for payment of a properly corrected invoice will

be reduced by the number of days between the fifteenth (15th) day and the day that notification of

said defect was actually transmitted to the Contractor. If RGRTA, in such situations, fails to

provide reasonable grounds for its contention that a defect or impropriety exists, the date by which

the Contract payment must be made in order for RGRTA not to become liable for interest

payments shall be calculated from the date of receipt of an invoice.

Inapplicability

These procedures shall not apply to payments due and owing by RGRTA:

a. Under New York's Eminent Domain Procedure Law;

b. As interest allowed on judgments rendered by a court pursuant to any provision of law

other than those contained in this procedure;

c. To the Federal government, to any state agency or its instrumentalities, to any duly

constituted unit of local government, including but not limited to counties, cities, towns,

villages, school districts, special districts, or any of their related instrumentalities, to any

other public authority or public benefit corporation, or to any employees of the foregoing

when acting in, or incidental to, their public employment capacity; and

d. In situations where RGRTA exercises a legally authorized set-off against all or part of the

payment due the Contractor.

32. BUY AMERICA REQUIREMENTS

RGRTA is a grantee of the FTA. As a recipient of FTA funds, RGRTA is required to comply with

the Buy America requirements specified in 49 CFR Part 661, which state that, except in certain

enumerated situations, no funds may be obligated by the FTA for a grantee project unless all iron,

steel and/or manufactured items used in the project are produced in the United States. The “Buy

America” requirements apply to Construction Contracts and Acquisition of Goods or Rolling

Stock. Currently, there is no dollar threshold in the FTA regulations, thus “Buy America”

provisions apply to all contracts, both operating and capital, regardless of the dollar amount

involving Federal funds. However, FTA has established a general waiver for inclusion of this

provision in small purchase procurements (defined by Federal Regulations as less than $100,000),

so actual applicability for this clause is for contracts greater than $100,000.

The ‘Buy America” requirements state that:

(i) RGRTA shall adhere to the “Buy America” clause set forth in its grant contract with the

FTA.

(ii) RGRTA shall include in its bid specification for procurement an appropriate notice of the

“Buy America” provisions; such specifications to require, as a condition of responsiveness,

that the bidder submit with its bid a completed “Buy America” certificate.

(iii) Whether or not a bidder certifies that it will comply with the applicable requirement, such

bidder is bound by its original certification and is not permitted to change its certification

after bid opening. A bidder that certifies that it will comply with the applicable “Buy

America” requirements is not eligible for a waiver of those requirements.


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The following statement is contained in RGRTA’s grant contracts with FTA:

“Sections 165(a) and (b) of the Surface Transportation Assistance Act of 1982, as amended, require

that Federal funds shall not be appropriated or utilized for any contract awarded unless all iron,

steel and manufactured products used in FTA-funded projects are produced in the United States;

however, these general requirements may be waived by the Administrator of the FTA or his/her

designee if the Administrator finds:

(i) That the application of such general requirements would be inconsistent with the

public interest;

(ii) That the materials for which a waiver is requested are not produced in the United

States in sufficient and reasonably available quantities and of a satisfactory quality;

(iii) That the inclusion of a domestic item or domestic material will increase the cost of the

contract between the grantee and its supplier of that item or material by more than

twenty-five percent (25%). The Administrator will grant this "price differential"

waiver if the amount of the lowest responsive and responsible bid offering the item or

material that is not produced in the United States multiplied by 1.25 is less than the

amount of the lowest responsive and responsible bid offering the item or material

produced in the United States; or

(iv) With regard to the procurement of buses and other rolling stock (including train

control, communication and traction power equipment) under the Urban Mass

Transportation Act of 1964, that (1) the cost of components produced in the United

States is more than sixty percent (60%) of the cost of all components, and (2) final

assembly takes place in the United States.

A Certificate of Compliance with Section 165(a), whereby the bidder certifies compliance with the

requirements of Section 165(a) of the Surface Transportation Assistance Act of 1982, as amended,

and the applicable regulations contained in 49 C.F.R. Part 661, shall be completed for all federally-

assisted procurements of steel, iron, or manufactured products. A Certificate of Compliance with

Section 165(b)(3), whereby the bidder certifies compliance with the requirements of Section

165(b)(3) of the Surface Transportation Assistance Act of 1982, as amended, and the applicable

regulations contained in 49 C.F.R. Part 661, shall be completed for all federally-assisted

procurements of buses, other rolling stock and associated equipment.”

33. LIQUIDATED DAMAGES

Liquidated damages assessment in applicable RGRTA contracts shall be at a specific rate per day

for each day of overrun and this daily rate must be specified in the specific contract. For Federally-

funded contracts, any damages recovered must be credited to the project involved unless FTA

permits otherwise.

Liquidated Damages

In developing every IFB/RFP, the Authority should consider whether and how to monitor the

vendor’s performance during the life of the contract by setting forth the performance standards and

means of enforcement, including financial penalties, if any. Such penalties may include, for

example, reduction in fees, liquidated damages, interest or other means of cost recovery.


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Performance standards should be measurable easily and objectively. Examples include standards

based on timeliness as defined in the RFP.

Liquidated damages may be provided for if the Authority reasonably expects to suffer damages

through delayed contract completion. The rate and measurement of liquidated damages must be

calculated to reasonably reflect the Authority’s actual reasonably anticipated damages that are

foreseeable should the contract requirements not be met, and must be specified in both the

solicitation and the contract. The assessment for damages may be established at a specific rate per

day for each day beyond the contract’s delivery date or performance period. A measurement other

than a day or another period of time, however, may be established if that measurement is

appropriate. The Procurement File should include a record of the calculation and rationale for the

amount of damages established. Any liquidated damages recovered shall be credited to the project

account. If FTA funds were used in connection with the project, FTA may permit other uses of the

liquidated damages.

34. CONTRACTS OF $1,000,000 OR MORE

When entering into a contact in excess of one million dollars either (i) on a non-competitive basis or

(ii) that will be paid in whole or in part from funds appropriated by New York State, the Authority shall

a) Include a provision informing the other party that such contract is subject to the approval of the

New York State Comptroller pursuant to the Comptroller’s authority to supervise the accounts of

public corporations; and that the contract shall not become valid or enforceable unless and until

either: (a) the Comptroller approves the contract; or (b) the Comptroller has not approved or

disapproved of the contact within ninety days of the submission to his or her office.

b) Section (a) shall not apply to:

1. contracts entered into for the issuance of commercial paper or bonded indebtedness, other

than contracts with New York State providing for the payment of debt service submit to an

appropriation;

2. contracts entered into for the procurement of goods, services or both goods and services

made to meet emergencies arising from unforeseen causes or to effect repairs to critical

infrastructure that are necessary to avoid a delay in the delivery of critical services that

could compromise the public welfare;

3. contracts of purchase or sale of energy, electricity or ancillary services made on a

recognized market for goods, services, or commodities in question in accordance with

standard terms and conditions of purchase or sale at a market price;

4. contracts for the purchase, sale or delivery of power or energy, fuel, costs and services

ancillary thereto, or financial products related thereto, with a term of less than five years;

and

5. contracts for the sale or delivery of power or energy and costs and services ancillary

thereto for economic development purposes pursuant to title one of article five of the

Public Authorities Law or article six of the Economic Development Law.

c) The Authority shall file copies of any contract with the Comptroller within sixty days after the

execution of any contract in excess of one million dollars either (i) on a non-competitive basis

or (ii) that will be paid in whole or in part from funds appropriated by New York State, if the

Authority that is not subject to section (a) above based on the provisions of section (b) above.

All contract awards shall be posted in the New York State Contract Reporter. For invitation for

bids, a tabulation of vendor bids shall be posted with the successful bidder noted. Posting of an award

resulting from a Request for Proposals shall include the successful proposer and the identity of all other

vendors that submitted a proposal.


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SECTION THREE: DETAILED PROCUREMENT GUIDELINES

When a purchase is initiated by RGRTA, it will fall into one of the following three procurement categories:

1) Micro-Purchases (purchases having an aggregate cost or resulting in a contract opportunity under

$2,500 annually). An informal procurement not requiring competitive quotations.

2) Small Purchases (purchases having an aggregate cost or resulting in a contract opportunity of

between $2,500 and $24,999.99 annually), An informal procurement requiring three (3) written

quotations.

3) Large Purchases (purchases having an aggregate cost or resulting in a contract opportunity of

$25,000 or more annually). A formal procurement required.

a. Sealed Bids/Invitation for Bids

b. Competitive Negotiation/Request for Proposals

c. Procurement of Architectural and Engineering Services

d. Non-competitive Negotiation/Sole Source

All requests for the purchase of items over $2,500 require a Procurement Request Form (PRF) be

submitted to the PGA Department. The PRF shall be accompanied by a written justification for

the price estimate or three written quotes.

Aggregate cost is determined by calculating the total estimated annual dollar contracting opportunity for

the item/service.

Following are the steps that must be performed to correctly acquire goods and services on behalf of

RGRTA. All documents used in any procurement must be filed in the Procurement file. The folder should

be labeled with the name of the actual item or service procured and the Fiscal Year in which the

procurement occurred. The RGRTA Procurement Checklist shall be inside the front cover of the folder.

All applicable documents shall then be filed in the order they are listed on the Procurement Checklist. The

responsibility for assuring that the file contains the required documents rests with the lead staff person for

the particular procurement.

RGRTA reserves the right to determine the time frame concerning the solicitation and awarding of bids.

1. INFORMAL PROCUREMENT PROCEDURES

Informal procurement procedures are appropriate and applicable to those relatively simple and

informal procurements of goods and/or services costing, in the aggregate, less than $25,000 on an

annual basis. Following is a summary of RGRTA's small procurement procedures:

(a) Procurement by Micro-Purchase: Procurements of goods and/or services (including

professional services) costing less than $2,500 do not require competitive quotations.

When employing this type of procurement, the individual undertaking the purchase must

ensure equitable distribution among qualified suppliers. The purchaser must determine that

the price being paid by RGRTA is fair and reasonable. A quotation shall be obtained from


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the contracting vendor via written letter, facsimile, electronic mail, telephone, vendor

catalogs, or website. A determination that the price is fair and reasonable, and how this

determination was derived, must accompany the requisition and be present in the

procurement file.

For micro-purchases, a fair and reasonable price determination is made based on price

analysis.

RGRTA’s procurement files contain vendor lists that are compiled and maintained by the

PGA Administrative Assistant. These lists include interested vendors who request to be

placed on the lists, as well as DBE-certified vendors and former vendors supplying goods

and/or services to the RGRTA. These lists are to be used when obtaining quotations for

this type of procurement. Whenever possible, RGRTA seeks to award contracts for

goods/services with DBE-certified vendors.

To the extent possible, micro-purchase authority is delegated to RGRTA employees who

will actually be using the supplies or services being purchased.

There shall be equitable distribution of the solicitation among qualified suppliers and no

splitting of procurements to avoid competition. Purchases of this amount are exempt from

Buy America Requirements.

(b) Procurement by Small Purchase: Small purchases are those relatively simple and

informal procurement methods for securing services, supplies, or other property that cost

at least $2,500, but not more than $24,999.99 annually. NOTE: The Davis-Bacon Act

applies to federally-funded construction contracts over $2,000.

This type of purchase requires a minimum of three written or electronic mail quotations

(facsimile and website quotations are acceptable as written quotes).

In this type of procurement, the approved purchaser shall ensure that three (3) or more

quotes are solicited from responsible vendors to obtain the lowest price available. Every

effort shall be made to include at least one DBE vendor.

For all procurements of goods and/or services costing at least $2,500, but less than

$25,000, the following procedures must be followed:

(i) The department requesting the purchase or the Procurement and Grants

Administration Department shall prepare an independent cost estimate (approximate

cost) for the desired item or service.

(ii) The requesting department or the Procurement and Grants Administration Department

shall develop written specifications for use in the solicitation of quotations. The

nature and extent of items and/or services requested should be limited to only that

deemed necessary to meet the needs of the user department.

(iii) The requesting department or the Procurement and Grants Administration

Department shall obtain three price quotations from responsible vendors based upon

the specifications, and shall document quotes on official company letterhead.

(iv) The requesting department shall prepare and submit a Procurement Request form

(Attachment A) to the Procurement Officer for review and distribution through the

approval process. The independent cost estimate shall be included on this Form and


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the written quotes shall be attached to this Form. The Procurement Request Form

must include a brief narrative explaining the basis of the cost estimate.

All Purchase Requisitions associated must have a department head’s signature of

authorization.

(v) The Procurement Officer shall review the Purchase Requisition with the Director of

Finance to determine the funding source for the procurement.

(vi) To assure reasonable competition, at least three (3) quotations shall be obtained. The

Procurement Officer shall make every effort to provide an opportunity for qualified

vendors, including certified DBEs, to offer quotes for procurements. Solicitations may

be limited to one source only if the Procurement Officer determines that only one

source is reasonable available.

Each vendor requested to provide a price quotation or proposal must be supplied with

the written specifications outlining the item/service to be purchased. When obtaining

fax or telephone quotes, the specifications shall be faxed or emailed to each vendor.

Retain the fax transmission form for inclusion in the Procurement File.

A request to initiate procurement must be accompanied by a requisition. The

requisition must be approved by the appropriate department head. Requisitions are

not required to initiate procurements for major capital projects, such as the

procurement of rolling stock, professional service contracts or construction contracts.

If three (3) or more quotes cannot reasonably be obtained due to an insufficient

number of suppliers capable of meeting the specifications, including timely delivery,

the Procurement Officer shall make such facts known in a written memorandum that

shall be part of the file for the purchase.

(vii) The Procurement Officer shall examine the NYS OGS Commodity Index to

determine whether the required item may be obtained from that source on terms

advantageous to the Authority. If the item is available under a NYS OGS contract at

a price lower than the three quotes, the Procurement Officer shall purchase the item

off the NYS contract.

(viii) The names and addresses of the vendors solicited and the prices quoted shall be

retained in the Procurement File for such time period as established by RGRTA, in

accordance with its records retention policy, or for such time period as is otherwise

required by law. The Procurement Officer shall obtain written confirmation of the

successful vendor’s quote, containing the terms and conditions of sale, which

requirement may be satisfied by the successful vendor’s invoice.

(xi) The Procurement Officer shall write an Award Justification memo explaining why the

successful vendor was selected and why this vendor’s offer was the most

advantageous to RGRTA; price and other factors must be detailed. This form must be

part of the Procurement File.

(xii) The most common contractual instrument used to accomplish a small purchase is a

purchase order. Once the successful vendor is chosen, the Procurement Officer shall

enter a purchase order in RAMCO with the price and other terms and conditions

required by RGRTA.


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(xiii) Small Purchases of Professional Services: Professional Services contracts having an

aggregate value of greater than or equal to $2,500 and less than $15,000 may be

procured without competition. To do so requires the submission of an Independent

Cost Estimate (ICE) and an “Authorization Form for Professional Services Greater

than $2,500 and Under $15,000” by the Department Head requesting the services.

The Authorization Form shall identify the reason for contractor selection (e.g. unique

familiarity and qualifications for the subject matter), time constraints for work

completion, or limited competition due to size of project. The budget and funding

source must also be identified. The Authorization Form shall be signed by the

Department Head requesting the services, the responsible Procurement Officer, and

the Chief Financial Officer (CFO) or his/her designee.

The procurement file shall also include evidence that a cost or price analysis was

performed confirming the price was fair and reasonable. Contracts originating from

this process shall be signed by the Chief Executive Officer (CEO) or his/her designee.

In the event that a purchase order is used to engage the vendor, the CFO shall notify

the CEO.

(xiv) The Procurement Officer shall follow the authorization process set forth in the

process flow established within the Authority’s financial management system.

2. FORMAL BIDDING (ITEMS/SERVICES $25,000 and OVER)

Pursuant to New York's Public Authorities Law and Article 4-C of the New York Economic

Development Law, all procurements of $25,000 or more require the selection of contractors on a

formal, competitive basis, unless otherwise indicated in these Guidelines, and must be advertised in

the New York State Contract Reporter. Advertisements may also be placed in local newspapers or

trade publications as deemed appropriate by the Procurement Officer and/or Vice President of

Procurement & Grants Administration.

Pursuant to New York’s Public Authorities Law and Section 139 (i) (2) of the State Finance Law,

every State agency, department and corporation shall notify the Commissioner of Economic

Development of the award of a procurement contract for the purchase of goods or services from a

foreign business enterprise in an amount equal to or greater than one million dollars simultaneously

with notifying the successful bidder thereof.

Discriminatory Jurisdictions

Section 165 (6) (b) of the State Finance Law requires the Commissioner of Department of

Economic Development to develop a list of jurisdictions that impose sanctions or

otherwise restrict the ability of New York companies when they compete for contracts on

an equal basis within those jurisdictions.

Section 165 (6) (b) of the State Finance Law requires all State agencies, and Section 2879

(5) (d) of the Public Authorities Law requires all public authorities and public benefit

corporations, to deny businesses from these jurisdictions with discriminatory policies

against New York State contracts and placement on any bidders list if two conditions are

met:


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- the potential vendor’s “place of business” is in a jurisdiction that discriminates against

New York businesses, and

- the goods and services being offered are substantially manufactured, produced or

performed anywhere outside New York State.

Procurements in this category fall into one of two types: Invitation for Bids (IFB) or Request for

Proposals (RFP).

Contract Termination

Contracts for all formal procurements must contain termination for cause and termination for

convenience provisions, as well as breach of contract provisions and remedies for breach of

contract.

-In addition, RGRTA reserves the right to terminate an agreement in the event the certification

filed by the Contractor in accordance with New York State Finance Law Section 139-k was

intentionally false or intentionally incomplete. Upon such finding, RGRTA may exercise its

termination right by providing written notification to the Contractor in accordance with the written

notification terms of the agreement. These rights are in addition to any other termination rights

RGRTA has under the agreement.

Independent Price or Cost Estimate

Prior to receiving bids or proposals, the Authority shall prepare an independent price or cost

estimate for the goods, services or construction project being procured. The Authority shall

perform a cost or price analysis in connection with every procurement action, including contract

modifications. The method and degree of analysis shall depend on the facts and circumstances

surrounding each procurement.

1. Price Analysis. If the Authority determines that competition was adequate, a price analysis,

rather than a cost analysis, is required to determine the reasonableness of the proposed

contract price. The price analysis for micro-purchases may be limited. Similarly, the

Authority may use an abbreviated price analysis for small purchases in most cases. A

written finding of fair and reasonable pricing shall be completed setting forth the reasons

for the finding, such as:

a. catalog or market prices offered in substantial quantities to the general public;

b. regulated prices (for example, for many utilities purchases);

c. a comparison with recent prices for similar goods and services;

d. Published price lists;

e. Prices received in previous competitive procurements, adjusted for inflation;

f. Guidance in the FTA’s “Best Practices Procurement Manual, Chapter 5;

g. Information from the National Transit Institute Course, “Cost or Price Analysis and

Risk Assessment,”

h. Pricing Guide for FTA Grantees, FTA Web Site:

http://www.fta.dot.gov/documents/Helpline_Price_Guide.doc.; and

i. FAR Part 31, Contract Cost Principles and Procedures.

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2. Cost Analysis. The Authority must obtain a cost analysis when a price analysis will not

provide sufficient information to determine the reasonableness of the contract cost. The

Authority must also obtain a cost analysis when the offeror submits elements (that is, labor

hours, overhead, materials, and so forth) of the estimated cost, (such as professional

consulting and A&E contracts, and so forth). The Authority shall also obtain a cost

analysis when price competition is inadequate, when only a sole source is available, even if

the procurement is a contract modification, or in the event of a change order. The

Authority, however, need not obtain a cost analysis if it can justify price reasonableness of

the proposed contract. Procurements involving Federal funds must use the estimated cost

contained in the most recent local Transportation Improvement Program, if applicable.

Examples of factors that may be considered by the Authority when performing its cost

analysis are:

a. For facility design services, industry standards for calculating design cost as a

percentage of total construction costs;

b. For professional services, an estimate from a firm that will not be competing for the

contract;

c. The experience of other transit authorities with similar projects;

d. The advice of a professional services consultant retained by the Authority to

prepare the specifications and make a determination as to cost reasonableness;

e. The professional opinion of qualified Authority staff who are experienced and

knowledgeable with respect to the goods, services or construction project being

procured;’

f. Guidance in the FTA’s “Best Practices Procurement Manual, Chapter 5;

g. Information from the National Transit Institute Course, “Cost or Price Analysis and

Risk Assessment,”

h. Pricing Guide for FTA Grantees, FTA Web Site:

http://www.fta.dot.gov/documents/Helpline_Price_Guide.doc.; and

i. FAR Part 31, Contract Cost Principles and Procedures.

(a) Sealed Bid/Invitation for Bids Method of Procurement

This method of procurement is the preferred method for acquisitions with an annual cost

totaling twenty-five thousand dollars ($25,000) or more when one or more of the

following factors is present:

1) A complete, realistic, and exact specification or purchase description is available;

2) Two or more responsible bidders are willing and able to compete effectively for the

business;

3) The procurement lends itself to a firm, fixed-price contract, and the selection of the

successful bidder can be made principally on the basis of lowest price or best value,

when the best value determination can be made on price alone, among responsive bids

and responsible bidders;

4) No discussion with bidders is needed either before or after bid submission.

Sealed Bid Procedures:

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Sealed bids shall be publicly solicited and a firm, fixed-price contract (lump sum or unit

price) shall be awarded to the bidder whose bid is (1) lowest in price and (2) conforms with

all the material terms and conditions of the bid specifications, including a successful

responsible bidder and responsive bid determination.

All bids in this category must comply with Article 4-C of the New York Economic

Development Law and must be advertised in the New York State Contract Reporter.

The following procedures must be followed in this type of procurement:

(i) Request to Initiate Procurement:

(1) The department or RGRTA subsidiary corporation requesting the purchase

shall prepare an independent cost estimate (approximate cost) of the desired

item or service. The cost estimate ensures a clear basis for RGRTA’s

determination that the benefits of the procurement warrant its cost. The cost

estimate also provides a basis for price analysis prior to contract award to

assure reasonableness of prices received in the procurement process.

(2) The independent cost estimate may be presented in the following formats:

(a) An estimate included in the purchase requisition;

(b) The estimate included in the local Transportation Improvement Program;

(c) An independent estimate prepared by a professional services consultant

retained by RGRTA to prepare the specifications.

The cost estimate must be included in the Procurement File as part of the

procurement history.

(3) The department head requesting the procurement shall prepare a Procurement

Request Form and submit it to the Procurement Officer for review and

distribution to the appropriate Senior Staff member(s) for review and approval.

(4) All Procurement Request Forms must have one member of the Senior Staff’s

signature of authorization. The independent cost estimate shall accompany the

Procurement Request Form.

(ii) Determination of Funding Source and Grant Status:

Procurement Officer shall review the Procurement Request Form with the

appropriate Director of Budget’s to determine the funding source for the

procurement. The funding source GL account number shall be indicated on the

Procurement Request Form. In instances where a procurement activity is to be

financed in whole or part by either federal or New York State grants, the

procurement activity will not be commenced until there is written confirmation

from the Procurement and Grants Administration Department that grant

funding is available.

(iii) Bid Development and Distribution:

Investigate new technologies


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Manager of Purchasing or approved purchaser, shall review trade magazines,

attend trade shows, conferences, etc. to ensure thorough knowledge of new

technologies regarding the equipment or services to be procured.

Review former bid documents and specifications; Incorporate relevant

information

(1) Procurement Officer shall review bid documents and specifications used in

former bids for the requested item/service as a starting point for developing the

current solicitation.

(2) Procurement Officer shall incorporate relevant information from previous bids

or other transit authority bids to meet the needs of the current bid.

(3) Procurement Officer shall review and update current bid with regard to all

recently promulgated regulations.

Prepare Bid Package

(1) The Invitation for Bids (IFB) shall provide prospective offerors with all the

information necessary to develop a responsive bid. The IFB shall inform

bidders of the specific steps in the bid process, the scope of commodities,

services, hardware, or software to be provided, the method of award, and the

terms and conditions of the contract. A copy of the IFB shall be included in

the Procurement File.

(2) The Invitation for Bids (IFB) shall include a statement requiring bidders to

disclose determinations of non-responsibility due to violations of the

provisions of subdivision three of Section 139-j of the New York State Finance

Law within the previous four years by any governmental entity

(3) The Invitation for Bids (IFB) shall include a summary of the policy and

prohibitions regarding permissible contacts during a procurement pursuant to

subdivision three of Section 139-j of the New York State Finance Law, and

copies of rules and regulations and applicable guidelines and procedures

regarding permissible contacts during a procurement pursuant to subdivision

three of Section 139-j of the New York State Finance Law.

(4) RGRTA shall seek written affirmations from all offerors as to the offeror's

understanding of and agreement to comply with RGRTA’s procedures relating

to permissible contacts during a procurement pursuant to subdivision three of

Section 139-j of the New York State Finance Law.

(5) Specifications defining the items or services sought shall be outlined, in detail,

by the requesting department or applicable subsidiary corporation of RGRTA,

with the advice and assistance of the Procurement Officer assigned to their

area. . These specifications/product descriptions must be complete, adequate

and realistic.


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(6) Specifications must not only describe the product, but must also include

reliability and quality assurance requirements. Criteria for inspecting, testing,

and accepting the product shall also be included in all RGRTA specifications.

(7) RGRTA may request specifications for information regarding a product or

service from qualified vendors, but must exercise great care to ensure that the

final specification is generic.

(8) The detailed specifications shall be forwarded to the Procurement Officer for

review and inclusion in the bid package. The DBE Liaison Officer will assist

in determining DBE percentage goals for individual contracts and review

applicable DBE clauses. The DBE Liaison Officer shall also provide a list of

DBE firms eligible to provide a quote for the particular procurement.

(9) Bid specifications must clearly define the scope of work or clearly describe the

desired item. The nature and extent of items and/or services requested should

be limited to only that deemed necessary to meet the needs of the user

department; there shall be no “gold plating” in RGRTA specifications.

(10) Specifications shall encourage full and open competition, and must not

rule out one or more vendors or favor a particular vendor. Therefore, use of

brand names in specifications is allowed solely for the purpose of providing a

standard for quality of performance. When requesting a “brand name or

equal” the RGRTA shall carefully identify its minimum needs and clearly set

forth those salient physical and functional characteristics of the brand name

product in the solicitation.

(11) After the completion of draft bid specifications, and prior to public

advertisement, the Procurement Officer shall provide a copy of the

specifications to the department or division representative requesting the

procurement for review and comments. The department or division

representative shall return his/her comments to the Procurement Officer within

five (5) business days.

(12) The Bid Package shall include the following minimum elements:

Invitation for Bids, including bid opening date, time, and location,

Bidder Qualifications,

Detailed Specifications, including an estimated quantity to be purchased,

Requirements outlined in numbers 2, 3 and 4 above.

General Requirements,

Sample Agreement,

Any relevant Federal or State Required Clauses, including DBE Clauses,

A description of the Method of Award to be used in the procurement,

Appropriate Required Forms, including a Bid Form. The forms outlined

below are required to be included with all bids for products or services

purchased with federal funds.

a. A representation as to the type of business the offeror is (individual

partnership, sole proprietorship);

b. A representation as to the DBE Status of the contractor;


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c. A representation that no gratuities have been offered or given with a

view toward securing the contract;

d. A certification of independent price determination (prices have been

arrived at independently without any communications for the purpose

of restricting competition) (non-collusion);

e. A certification regarding compliance with the DBE provisions of the

contract;

f. A certification of lobbying restrictions;

g. Certification of Debarment, Suspension, Ineligibility and Voluntary

Exclusion; and

h. A certification re: compliance or non-compliance with the Buy

America provisions of the Fed. Transit Act and 49 CFR, Part 661.

(13) The Bidder’s Qualifications section of an IFB defines the minimum

acceptable qualifications for a bidder to be considered acceptable for an

award. In addition to a determination of the bidder’s responsibility when

drafting this section, RGRTA shall consider which qualifications should be

specified to ensure the bidder:

√ Is technically qualified to perform the proposed work;

√ Has, or can secure, adequate financial resources to perform the

proposed work or deliver the proposed goods;

√ Is able to comply with the delivery or performance schedule, taking

into account all existing business commitments;

√ Has a satisfactory record of past performance;

√ If selected, would not result in a conflict of interest, with regard to

other work performed by the firm, or individual staff conflicts.

Qualifications may include the length of time a firm has been in business,

the expertise and experience of staff and the bidder’s experience with

projects of similar scope and size. Appropriate business references shall also

be required.

To ensure uniformity, all IFBs must include a Bid Form on which bidders

insert bid prices in a uniform format. This form shall provide bidders the

ability to record all relevant costs in an organized manner.

The Method of Award must be: (1) determined in advance of releasing the

IFB, (2) specified in the IFB, (3) followed in awarding the contract, and (4)

documented in the Procurement File. Awards can be made by item, by lot,

by grand total bid for all items, by district or zone, if RGRTA is bidding for

multi-location delivery, or a combination of these methods.

To protect both the bidder and RGRTA, the IFB shall specify that the bids

shall be sealed.


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(14) Prior to public advertisement, the Procurement Officer shall circulate the

Invitation for Bid (IFBs) (including the bid specifications) or Request(s)

for Proposals ("RFP") to the following persons for written approval:

a. the Chief Executive Officer of RGRTA;

b. the Chief Financial Officer of RGRTA;

c. the Chief Operating Officer

d. the end-user department head;

e. RGRTA legal counsel, and

f. the DBE Liaison Officer.

(15) RGRTA shall identify possibilities where a firm or its subcontractors may

have the corporate capability to compete for follow-up work resulting from a

contractual design effort or R&D effort. In these cases, a firm may have a

bias in performing design work; therefore, consideration will be given to

restricting the firm’s eligibility for follow-up contracts in such situations.

(16) It is often necessary to communicate with potential contractors prior to

receipt of bids or proposals. These communications usually involve the need

to clarify the RGRTA’s requirements or are requests to modify

specifications. It is important that all communications be documented in

writing and, when appropriate, distributed to other bidders or proposers. Bid

and proposal documents should state that verbal communications are non-

binding.

(17) The Procurement Officer shall anticipate the possibility additional quantity

requirements when preparing bid specifications and, if necessary, will

include option provisions for additional quantities in the bid document and

the contract.

Advertise Bid

(1) Advertisements requesting bids shall be placed in at least one newspaper of

general circulation in Monroe County, the New York State Contract

Reporter, and other publications as deemed advisable to promote the

opportunity for competitive bidding. The Procurement Officer shall

advertise solicitations in such a way as to ensure free and open competition,

and shall make every reasonable effort to apprise bidders of solicitation

opportunities. Such efforts may include, but are not limited to:

a. Notifications in local news publications, trade journals and magazines, and

national publications;

b. Mailings to industry associations;

c. Notifications to known offerors on RGRTA Bid Lists;

d. Mailing lists maintained by OGS and other State Agencies; and


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e. .Use of the New York State Department of Transportation’s DBE Listing

to contact DBE firms that can supply the good or service being procured

(2) Notice of the IFB shall also be placed on RGRTA’s web site.

(3) Potential bidders shall be advised as to the date, time and place of the bid

opening in any bid advertisements.

(4) It is advisable when publishing in a local newspaper to publish the

advertisement for one (1) day. In national trade magazines, one

publication is considered to be sufficient. RGRTA advertises in the

Rochester Business Journal (fulfilling local advertisement requirements),

the New York State Contract Reporter, and, for those items with a national

market, Passenger Transport, published by APTA (fulfilling national public

advertisement requirements). The Rochester Democrat and Chronicle may be

used as an option for certain procurements.

(5) As a general rule, bidding time (time from bid release to bid opening) will

be not less than fifteen (15) calendar days when procuring standard

commercial goods and/or services and not less than thirty (30) calendar

days when procuring other than standard goods and/or services. Bidding

time may be limited to fifteen (15) days for non-standard goods and/or

services upon prior written authorization of the Chief Executive Officer of

RGRTA.

Pre-Bid Conference

(6) RGRTA shall provide all information to all prospective bidders for any

procurement which is formally bid. When deemed appropriate, the

Procurement Officer and technical support staff shall conduct a pre-bid

conference with prospective bidders regarding applicable bidding

procedures, forms, terms and conditions, goals, requirements, and other

relevant information. Attendance at such pre-bid conferences shall at all

times be at the option of prospective bidders. A written record of

questions posed and answered at pre-bid conferences shall be distributed to

all prospective bidders.

Mail Bid Package to current vendor list and update list as requested

(7) RGRTA shall maintain current lists of vendors for regular procurements. A bid

package shall be sent to all vendors on these lists on the day of release. Bid packages

may be sent electronically. Vendors shall be advised that such vendor lists are a

courtesy offered by RGRTA and that all prospective bidders are responsible for

keeping themselves apprised of upcoming bid opportunities with the Authority.

(8) Any vendors requesting a bid package shall be mailed a package and shall be added to

the bid list. DBE-certified vendors shall be noted on the vendor lists.

(iv) Accept Bids:

(1) All bids received under formal bidding procedures shall remain sealed until the bid

opening time and date specified in the Invitation for Bids and the advertisements.


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Immediately upon receipt, bids must be date stamped and the time must be written on

the package. The package must be initialed by the RGRTA employee taking receipt of

the package.

(2) Within five minutes prior to bid opening, a survey should be performed of the mail

room, receiving dock, and reception area to determine if any additional bids have

arrived. No bids shall be accepted after the due date and time. Bids received after the

due date and time shall be returned unopened to the vendor with a cover letter of

explanation, a copy of which shall be maintained in the Procurement File.

(3) Vendor bids contain confidential information which is protected under the law and

may not be released prior to opening. It is therefore essential to keep vendor bids

under secure, locked conditions.

(4) Prior to bid award, vendor bid information is excluded from Freedom of Information

Act requirements.

(v) Conduct Bid Opening:

(1) The Procurement Officer shall determine when the time set for bid opening has

arrived and will so declare to those present.

The Procurement Officer shall make the following announcement prior to opening

any bids:

“We are here to open bids for….. I will not answer any questions at this bid opening.

Vendors may submit questions in writing, and I will respond in writing. Nothing said

at this meeting shall change any information contained in the written Invitation for

Bids document.”

The bid opening shall be open to all bidders, as well as the general public.

Bids shall be publicly opened and read at the date, time and place specified in

the Invitation for Bids. Only bids registered up to the time indicated in the IFB

shall be opened. Any bid received after the date and time specified shall be

retained unopened by the Procurement Officer, unless return is requested by

the late bidder/proposer.

At least two (2) representatives of RGRTA or its subsidiary companies shall be

present during bid opening.

Specific information other than the announcement of the bid price and name of

the bidder shall not be given to prospective bidders at the bid opening. The

Procurement Officer will inform all present that any such request must be

submitted in writing and will be responded to in like form.

Upon request, RGRTA's general counsel shall provide an attorney for a bid

opening to assure compliance with the bid opening procedures and provide

advice as needed. Other RGRTA personnel may attend upon request by the

Procurement Officer.


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During the opening of each bid, an indicator shall be placed in the Received

column of the Procurement Documentation Information section of the Bid

Procurement Checklist as each required document is found to be included in

the bid submission. Remaining sections of this form are utilized in the post-

award review of each bid.

(2) All bids received on time will be opened and the bid information will be read aloud

to all present and recorded as part of the bid file. Specific information other than

announcement of the bid price and name of the bidder will not be given to

prospective bidders at bid opening. The Procurement Officer will inform all present

that any such request must be submitted in writing and will be responded to in like

form.

No determination as to the validity of any bid, the qualification of any bidders or

the compliance of any bid package with the provisions of the bid documents will

be made at the bid opening.

When specified in bid documents, factors such as discounts, transportation costs,

and life cycle costs shall be considered in determining which is the lowest bid.

Payment discounts will only be used to determine the low bid when prior

experience indicates that such discounts are usually taken advantage of.

(3) The Procurement Officer, or a designee thereof, shall compile a list of all RGRTA

personnel, bidders, and their representatives present at the bid opening. This list

shall be placed in the Procurement File.

(v) Review bids for conformity and responsiveness:

(1) Immediately after the bid opening, the Procurement Officer shall review all submitted

bids to determine which bid packages are complete and responsive to the bid

requirements as set forth in the official Invitation for Bids document.

Contractors must be considered responsible to receive an award, regardless of the

procurement method used to select the contractors. The Procurement File shall

include a written outline of the specific basis for a determination of contractor

responsibility.

Evaluating Responsiveness and Responsibility

Factors which should be considered by the Authority in evaluating

responsiveness should include the following:

(a) Has all required information been provided?

(b) Does the bid contain mistakes?

(c) Has bidder failed to commit to a firm price?

(d) Are there unacceptable qualifications or conditions tied to the bid?

(e) Has the bid been prepared in accordance with the bidding

instructions?

(f) Are unacceptable provisions included in the bid?

(g) Has the bidder altered or limited any of the contract or solicitation

provisions?

(h) Has the bidder offered non-conforming products or services?


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(i) Has the bidder failed to acknowledge amendments to the IFB issued

by the Authority?

Note that the foregoing list is not exhaustive. Minor deviations

which are immaterial and do not effect quantity, quality or delivery

may, be waived by the Authority if such waiver does not prejudice

or affect the relative standing of the bidders.

In evaluating the responsibility of an apparent low bidder or proposed

subcontractor, the Authority may consider, among other factors, whether

the subject’s record with the Authority or other public owners includes or

demonstrates:

(a) Lack of adequate expertise, prior experience with comparable projects,

or financial resources necessary to perform the work outlined in the

contract in timely, competent, and acceptable manner. Evidence of

such factors may include failure to submit satisfactory evidence of

insurance, surety bonds, or financial responsibility, or a history of

terminations for cause.

(b) Engagement in criminal conduct in connection with any other

government contracts or the conduct of business activity that involves

such crimes as extortion, racketeering, bribery, fraud, bid-rigging and

embezzlement.

(c) Grave disregard for the safety of employees, State personnel, or

members of the public. Consideration will be given to whether

employees who will be assigned to work on the project are properly

trained and whether the equipment to be used is safe and functioning

properly.

(d) Willful noncompliance with the State's Labor Laws regarding

prevailing wage and supplement payment requirements, including

consideration of any pending violations.

(d) Disregard for other State Labor Laws, including child labor, proper

and timely wage payments and unemployment insurance laws.

(f) Violations of the State Workers' Compensation Law including failure to

provide proof of proper workers' compensation or disability coverage.

(g) The failure to abide by State and federal statutes and regulations

regarding efforts to solicit and utilize disadvantaged, minority and

women-owned business enterprises as potential sub-contractors.

(h) The submission of a bid that is mathematically or materially

unbalanced.

(i) The submission of a bid which is so much lower than the Authority's

confidential engineer's estimate that it appears unlikely that the


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contractor will be able to complete the project satisfactorily at the

price bid.

(j) The presentation of false or misleading statements or any other issue

that raises serious questions about the responsibility of the bidder or

proposed subcontractor.

(k) A finding that the offeror has knowingly and willfully violated the

provisions of subdivision three of this State Finance Law Section 139-j

shall result in a determination of non-responsibility for such offeror,

and such offeror and its subsidiaries, and any related or successor entity

with substantially similar function, management, board of directors,

officers and shareholders (hereinafter, for the purposes of this

paragraph "offeror"), shall not be awarded the contract, unless RGRTA

finds that the award of the contract to the offeror is necessary to protect

public property or public health or safety, and that the offeror is the

only source capable of supplying the required article of procurement

within the necessary timeframe, provided, that RGRTA shall include in

the procurement record a statement describing the basis for such a

finding.

(l) The failure of an offeror to timely disclose accurate and complete

information or otherwise cooperate with RGRTA in administering the

requirements of State Finance Law Section 139-j shall be considered

by RGRTA in its determination of responsibility; provided, further,

that RGRTA shall not award a contract to an offeror who fails to timely

disclose accurate and complete information or otherwise cooperate

with RGRTA in administering State Finance Law Section 139-j unless

RGRTA finds that the award of the contract to the offeror is necessary

to protect public property or public health or safety, and that the offeror

is the only source capable of supplying the required article of

procurement within the necessary timeframe, provided, that RGRTA

shall include in the procurement record a statement describing the basis

for such a finding.

RGRTA must award to the lowest bidder whose bid is responsive and who is

determined to be a responsible bidder. Not only must the submitted bid be

responsive to the bid solicitation, the vendor must also exhibit that (s)he is

responsible.

(2) RGRTA shall award the contract in accordance with the Method of Award set forth in

the IFB.

RGRTA may award all items bid, or award some and not others, provided that the

Method of Award description allows for award by item or lot. The Authority may

elect not to award a contract. The Authority may award a contract to an offeror,

even if only one bid is submitted.


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The Procurement Officer shall analyze the lowest responsive quote from the

responsible bidder to determine if the price quoted is fair and reasonable. This

analysis can be performed by comparing the quoted price to other recent equivalent

purchases and/or current published catalog pricing.

The low responsive bid shall be compared to the independent cost estimate. If

only a single bid is received, staff will prepare a cost and/or price analysis to

determine if the bid is fair and reasonable.

Previous to awarding any procurement, the New York State List of Debarred

Contractors and the U. S. General Comptroller’s List of Debarred Contractors

must be reviewed to assure that the apparent successful vendor is not included on

that list.

The Procurement Officer shall complete the Bid Procurement Checklist and place

in the Procurement File.

When a bid is rejected because the prospective contractor is found to be not

responsible, the Procurement Officer shall sign, and place in the file a

Determination of Non-Responsibility form that states the basis for this

determination. Documents and reports supporting a determination of

responsibility or non-responsibility, including any pre-award survey reports, shall

also be included in the contract file.

To be considered responsible, consideration must be given to all the following

requirements:

Financial resources adequate to perform the contract, or the ability to

obtain them;

Ability to meet the required delivery or performance schedule, taking into

consideration all existing commercial and government business

commitments;

A satisfactory performance record with RGRTA or references;

A satisfactory record of integrity and business ethics (talk with references);

The necessary organization, experience, accounting, and operational

controls, and technical skills, or the ability to obtain them;

Compliance with applicable licensing and tax laws and regulations;

The necessary production, construction, and technical equipment and

facilities, or the ability to obtain them;

Compliance with Affirmative Action and Disadvantaged Business

Program requirements; and


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Other qualifications and eligibility criteria necessary to receive an award

under applicable laws and regulations.

Rejection of Low Bid

Any and all bids may be rejected if there is a sound documented business

reason.

In all cases where a low bid is being rejected, or is being recommended for

rejection, whether the procurement is being solicited through formal or

informal bidding procedures, the Procurement Officer, in concert with the

originating department or division, shall submit a memorandum to the Chief

Financial Officer, copied to all parties concerned, stating the reasons for such

rejection and summarizing the bids received. Reasons may include, without

limitation, the failure to meet DBE goals or to show a good faith effort

regarding the same, or that the proposed goods and/or services are not in

conformance with the bid specifications. A copy of the recommended

vendor’s quote and the rejected vendor’s quote shall be attached to the

memorandum.

With respect to Contracts funded by the Federal Transit Administration (the

"FTA"), FTA concurrence (approval) must be obtained in cases where the

lowest responsive and responsible bid is being rejected.

(vi) Prepare Certified Bid Tabulation:

(1) The Procurement Officer shall prepare Certified Bid Tabulation, listing all the

vendors who participated in the bid, and the prices they submitted. The bids are

ranked from lowest to the highest, based on the stated Method of Award.

(2) The selection process shall begin with the lowest bid and continues upward until a

responsive bid/responsible bidder is determined. If the award is not being made to

the lowest price or best value offer among responsive and responsible bidders,

RGRTA shall document in the Procurement File the reason(s) for rejection of each

bid. In all cases, the award must be made in accordance with the Method of Award

outlined in the IFB.

Upon request, copies of the bid tabulation may be faxed to those vendors who

submitted bids and could not attend the bid opening.

A copy of the Certified Bid Tabulation must be placed in the Procurement File.

(vii) Prepare Resolution for Board of Directors:

(1) All contracts with an aggregate value of $75,000 or over or multi-year contracts for

services with an aggregate value over $5,000 must be approved by the RGRTA

Board of Commissioners. The Procurement Officer shall prepare a resolution for

approval by the Board of Commissioners authorizing the CEO to enter into a

contract with the apparent successful vendor. The resolution must be prepared and

adopted prior to contract award.


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The resolution shall include the procurement method used, the advertising

venues used, successful vendor’s name and address, the unit price of the item

solicited, the estimated annual cost of the contract, determination of

responsiveness, the account number to which the purchases of the item shall be

charged, and an award recommendation.

A copy of the resolution shall be included in the Procurement File.

(viii) Award Bid:

(1) In cases where a substantial effort has been made to solicit bids and no bids are

tendered, the Chief Executive Officer shall be so advised by the Procurement

Officer. A decision regarding the iteration of the bid process or the negotiation of a

contract for the purchase of the goods and/or services from a Sole Source shall be

made by the Chief Executive Officer of RGRTA.

(2) Notice of Award

After all pre-award approvals have been obtained, a firm, fixed-price contract award

will be made to the lowest responsive bid from a responsible bidder. The

Procurement Officer shall send two original Contracts to the successful vendor for

signature; the letter accompanying these contracts will serve as a “Notice of Award.”

This letter shall notify the contractor that it has been determined as the lowest bidder

and shall request submission of any post-award documentation required by the

bidding documents or by legal counsel.

Contract period of performance cannot exceed five (5) years, inclusive of

options, without prior written FTA approval.

(3) Bonds and insurance certificates received from the contractor will be reviewed to

assure that the contents comply with the requirements of the bid documents. To

make this assurance, it is useful to seek the review of RGRTA’s insurance consultant

and legal counsel. Once the bonds and insurance certificates are approved, the

contract documents are sent to the successful vendor.

(4) Notice to Proceed

The Procurement Officer will issue a “Notice to Proceed” to the successful vendor

when the appropriate Certificates of Insurance and/or bonds have been received by

RGRTA from the vendor. Such Certificates of Insurance and/or bonds must be

placed in the Procurement File.

(5) Notification of Unsuccessful Bidders

The Procurement Officer shall notify unsuccessful vendors promptly in writing.

Upon request, an unsuccessful offeror shall be provided a debriefing as to why

his/her bid was unsuccessful; this debriefing shall occur as soon as possible after

selection of the successful bidder.

(6) Contract Preparation

(1) The Contract shall contain a certification by the offerer that all information

provided to the RGRTA with respect to State Finance Law Section 139-j is

complete, true and accurate, and shall contain a provision authorizing RGRTA to


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terminate the Contract in the event such certification is found to be intentionally false

or intentionally incomplete. RGRTA shall include in the procurement record a

statement describing the basis for any action taken pursuant to this termination

provision.

(7) Contract Execution

a. Upon receipt of both signed contracts from the vendor, the Procurement Officer

shall present the contracts to the CEO for signature.

b. The Procurement Officer shall place one original executed contract in the

Procurement File. An original executed contract will be sent back to the vendor.

c. The appropriate Required Forms and a solicitation package must be attached to

each contract.

d. A Purchase Order shall be issued for each contract awarded at the request of the

Procurement Officer, against which all charges for the contracted item shall be

made for the term of such contract. However, if the contract award does not

commit RGRTA or its subsidiaries to a fixed price amount but, rather is a

function of the number of units to be acquired, the amount of the Purchase Order

is to be based upon the best estimate of costs to be incurred, as determined by the

end-user in consultation with the Procurement Officer.

b.) Procurements by Reverse Auction:

For certain procurements of commodities or services obtaining pricing through a

reverse auction process may be more advantageous than through sealed bids or

proposals. When using the reverse auction method of procurement standard

bidding procedures will be adhered to, with the exception of pricing which will be

obtained through means of an on-line auction instead of sealed bids or proposals.

Design-Bid-Build/Design-Build

1. Design-Bid-Build. The design-bid-build procurement method requires separate contracts

for design services and for construction.

a. Design Services. For design services, the Authority must use qualifications-based

procurement procedures, as described above.

b. Construction. Because the Authority may not use qualifications-based procurement

procedures for the actual construction, alteration or repair of real property, the

Authority generally must use competitive procedures for the construction. These

may include sealed bidding or competitive negotiation procurement methods, as

appropriate.

2. Design-Build. The design-build procurement method consists of contracting for design and

construction simultaneously with contract award to a single contractor, consortium, joint

venture, team, or partnership that will be responsible for both the project’s design and

construction.


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a. Procurement Method Determined by Value. First, the Authority must separate the

various contract activities to be undertaken and classify them as design or

construction, and then calculate the estimated total value of each. Because both

design and construction are included in a single procurement, the Authority should

use the procurement method appropriate for the services having the greatest cost,

even though other necessary services would not typically be procured by that

method.

i. Construction Predominant. The construction costs of a design-build project

are usually predominant so that the recipient would be expected to use

competitive negotiations or sealed bids for the entire procurement rather

than the qualification-based Brooks Act procurement procedures.

Specifically, when construction costs will be predominant, the Authority

may not use qualifications-based procurement procedures to acquire

architectural engineering, program management, construction management,

feasibility studies, preliminary engineering, design, architectural and

engineering, surveying, mapping, or related A&E.

ii. Work to be performed will consist of costs for architectural and

engineering, program management, construction management, feasibility

studies, preliminary engineering, design, architectural engineering,

surveying, mapping, or related A&E services, the Authority shall use

qualifications-based procurement procedures based on the Brooks Act.

b. Selection Processes. The Authority may structure its design-build procurement

using one or more steps as described below:

i. One-Step Method. The Authority may undertake its design-build

procurement in a single step.

ii. Two-Step Method. Another procurement method the Authority may use for

large design-build projects is a two-step selection process. This method

consists of:

1. Review of Technical Qualifications and Approach. The first step is a

review of the prospective contractors’ technical qualifications and

technical approach to the project. The Authority may then narrow

the competitive range to those prospective contractors with

satisfactory qualifications that demonstrate a technically satisfactory

approach.

2. Review of Complete Proposals. The second step consists of

soliciting and reviewing complete proposals, including price,

submitted by prospective contractors first determined to be

qualified.

(c) Procurement by Competitive Negotiation/Request for Proposals (RFP)


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Competitive negotiation is generally used when conditions are not appropriate for the use of sealed

bids. As costs become less important in relation to other factors driving the procurement,

competitive negotiation becomes a more appropriate procurement tool. In competitive negotiation,

proposals are requested from a number of sources. Negotiations are normally conducted with more

than one of the sources submitting offers. Either a fixed-price or cost-reimbursable type contract is

awarded in this type of procurement.

This method of procurement is the preferred method for acquisitions of twenty-five thousand

dollars ($25,000) or more when one or more of the following factors is present:

1) The desired goods or services cannot be precisely defined, described or standardized.

2) The desired end product is conceptual in nature.

3) A Cost Reimbursement type contract is contemplated.

4) Discussions concerning the technical aspects and price negotiation are intended.

5) Offerors are to be given the opportunity to revise the price or technical aspects of their

proposal.

6) Price alone cannot be the determinative factor in award. Quality, qualifications, performance

data, or other contractual factors are to be considered in selecting the most advantageous

offering.

7) Artistic or aesthetic values supersede price as primary selection criteria.

Competitive Negotiation Procedures:

(i) Request to Initiate Procurement:

(1) The department or RGRTA subsidiary corporation requesting the purchase shall

prepare an independent cost estimate (approximate cost) of the desired item or

service. The cost estimate ensures a clear basis for RGRTA’s determination that the

benefits of the procurement warrant its cost. The cost estimate also provides a basis

for price analysis prior to contract award to assure reasonableness of prices received

in the procurement process.

The cost estimate may be presented in any of the following formats:

(a) An estimate included in the purchase requisition;

(b) The estimate included in the local Transportation Improvement Program;

(c) An independent estimate prepared by a professional services consultant

retained by RGRTA to prepare the specifications.

The cost estimate must be included in the Procurement File as part of the

procurement history.

The requesting department shall prepare a Procurement Request Form and

submit it to the Procurement Officer for review and distribution to the CFO or

Director of Finance, the Chief Operating Officer, and Legal for review and

approval. Additionally, Human Resources review may be required if required

if a labor review if necessary for the project. This form shall include a written

statement containing, at a minimum, a description of the services required, the


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reason(s) such services are required, and the required or estimated schedule or

duration of the services.

All Procurement Request Forms require one member of the Senior Staff’s

signature of authorization.

(ii) Determination of Funding Source and Grant Status:

(1) Procurement Officer shall review the Procurement Request Form with the

appropriate Budget Analyst to determine the funding source for the procurement. In

instances where a procurement activity is to be financed in whole or part by either

federal or New York State grants, the procurement activity will not be commenced

until there is written confirmation from the Procurement Department that grant

funding is available.

(iii) Request for Proposal Development and Distribution:

Investigate new technologies

(1) Procurement Officer shall review trade magazines, attend trade shows, conferences,

etc. to ensure thorough knowledge of new technologies regarding the equipment or

services to be procured.

Review former RFP documents and specifications; Incorporate relevant information

(1) Procurement Officer shall review RFP documents and specifications from previous

procurements of the desired item/service as a starting point for developing the current

solicitation.

(2) Procurement Officer shall perform research and incorporate relevant information to

meet the needs of the current bid.

(3) Procurement Officer shall review and update current RFP with regard to all recently

promulgated regulations.

Prepare RFP

Requests for Proposals shall set forth generic specifications or requirements that define the

goods or services sought, but may not, knowingly, favor a particular offeror, product, or

service offering.

(4) Specifications, or a Scope of Work, shall be outlined by the end-user department or

applicable subsidiary corporation of RGRTA, with the advice and assistance of the

department or division requesting the procurement and, when necessary, any and all

supporting departments.

Specifications are critical in communicating to the vendors the services requested.

In an effort to provide vendors with a clear understanding of their role and

responsibilities, RGRTA shall provide as much specificity as possible in

describing the scope of work, thereby reducing vendor risk and providing an

opportunity for the proposal of the best solution at the least cost.


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The nature and extent of items and/or services requested should be limited to only

that deemed necessary to meet the needs of the user department.

(5) RGRTA may request specifications for information regarding a product or service

provided by a vendor, but will exercise great care to ensure that the final product or

service specification is generic.

For procurements of technology, if a vendor has sole responsibility for preparing

and furnishing specifications for a technology proposal which is to be

competitively procured, that vendor is prohibited from subsequently bidding on the

procurement either as a prime vendor or as a subcontractor.

Similarly, a vendor may not be awarded a contract to evaluate offers for products

or services which would include evaluation of the vendor’s own products or

services. These prohibitions shall be discussed with potential vendors as early as

possible in the procurement process and prior to issuing an RFP.

(6) The above prohibitions shall not apply if:

a. The vendor is the sole source or single source of the product or service;

b. More than one vendor has been involved in preparing the specifications for a

procurement proposal;

c. The vendor has furnished specifications or information regarding a product or

service it provides at the request of the agency, but the vendor has not been

directly requested to write specifications for the product or service or for the

agency technology proposal.

(7) The detailed specifications/scope of work shall be forwarded to the Procurement

Officer for review and inclusion in the RFP. The DBE Officer will assist in

determining DBE percentage goals for individual contracts and review applicable DBE

clauses.

(8) After the completion of draft specifications, and prior to public advertisement, the

Contracts Administrator shall provide a copy of the specifications to the department or

division representative requesting the procurement for review and comments. The

department or division representative shall return his/her comments to the Procurement

Officer within five (5) business days.

(9) The RFP shall include a statement requiring bidders to disclose determinations of non-

responsibility due to violations of the provisions of subdivision three of Section 139-j

of the New York State Finance Law within the previous four years by any

governmental entity.

(10) The RFP shall include a summary of the policy and prohibitions regarding

permissible contacts during a procurement pursuant to subdivision three of Section

139-j of the New York State Finance Law, and copies of rules and regulations and

applicable guidelines and procedures regarding permissible contacts during a

procurement pursuant to subdivision three of Section 139-j of the New York State

Finance Law.

(11) RGRTA shall seek written affirmations from all offerors as to the offeror's

understanding of and agreement to comply with RGRTA’s procedures relating to


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permissible contacts during a procurement pursuant to subdivision three of Section

139-j of the New York State Finance Law.

(12) The RFP shall include the following minimum elements:

Request for Proposal, including date of any pre-proposal conference,

proposal due date, time, and location for delivery;

Detailed Specifications or Scope of Work;

Requirements outlined in numbers 9 , 10 and 11 above.

Vendor Qualifications;

General Requirements, including contract term;

Identification of all evaluation factors, and their relative importance;

Identification of Evaluation Methodology and Method of Award;

Outline of Financial/Cost Proposal Requirements;

Sample Agreement;

Any relevant Federal or State Required Contract Clauses;

Appropriate Required Forms.

Vendor Qualifications

The Vendor Qualifications section defines the minimum acceptable

qualifications a vendor must have to be considered acceptable for an award.

In addition to a determination of the vendor’s responsibility when drafting this

section, RGRTA shall consider which qualifications should be specified to

ensure the bidder:

√ Is technically qualified to perform the proposed work;

√ Has, or can secure, adequate financial resources to perform the proposed

work or deliver the proposed goods;

√ Is able to comply with the delivery or performance schedule, taking into

account all existing business commitments;

√ Has a satisfactory record of past performance;

√ If selected, would not result in a conflict of interest, with regard to other

work performed by the firm, or individual staff conflicts.

Qualifications may include the length of time a firm has been in business, the

expertise and experience of staff and the bidder’s experience with projects of

similar scope and size. Appropriate business references shall also be required. Evaluation Methodology and Method of Award

Given the unique character of proposal evaluation methods, the RGRTA

Procurement Guidelines do not set forth strict evaluation procedures or all-

inclusive processes and methods. Typically, evaluations comprise a

comparative analysis of the technical proposals, a separate comparative

analysis of the cost proposals, and a method for combining the results of the

technical and financial proposal evaluations to arrive at the selection of the

proposal judged most advantageous to the Authority.


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The objective of the evaluation process is to develop and apply evaluation

criteria to ensure that:

a. Proposals are evaluated objectively, and

b. RGRTA selects the vendor proposing the “best value” solution.

The Evaluation Instrument/Methodology and Method of Award must be:

a. determined in advance of releasing the RFP,

b. specified and described in the RFP,

c. followed in evaluating the submitted proposals and awarding the

contract, and

d. documented in the Procurement File.

The overall evaluation criteria must not be altered after opening the proposals,

with the exception of minor changes and only if the modifications are justified

and evidence presented to ensure that the changes would not materially benefit

or disadvantage an offeror.

The evaluation criteria and methodology must be documented in the

procurement file prior to receipt of proposals.

Financial Proposal Requirements

a. RGRTA shall provide instructions in all its RFPs for developing cost

proposals. The objective of this component of the vendor’s proposal is to

ensure that both RGRTA and the vendor understand the financial terms

and conditions associated with the services to be provided.

b. RGRTA shall structure the requirements to ensure that financial terms and

conditions are defined for purposes of both Cost Proposal evaluation and

terms and conditions of the contract, if awarded.

c. With respect to the latter, RGRTA shall require that fees be defined for

services over the life of the contract term. For example, to the extent that

RGRTA desires to cap fee increases over time, the bases for the cap shall

be defined in the cost requirements (e.g., annual inflation capped by the

Consumer Price Index).

d. RGRTA shall require the following information from vendors in their cost

proposals:

(1) Outline Cost Proposal Approach

a. Distinguish one-time fees (e.g., development) from on-going

fees (e.g., operations) and specify appropriate assumptions

(e.g., annual volumes).

b. Define and Describe Reimbursement Approach; examples

include:

Fixed fee for deliverables,


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Daily rates for defined categories of staff services,

Price per unit, possible sliding scale based on volume

increments,

Cost plus profit margin,

Maximum upset price.

c. Describe Pricing Strategies for Future Services (development,

goods and operations);

d. Describe Potential Fee Increases, including adjustments for

inflation, etc. over life of contract (CPIU, or cost based

justification);

e. Describe Strategies for Providing Savings to RGRTA;

f. Financial Proposal shall be inclusive of all fees.

(2) Means of Compensation

a. Define billing structure and frequency,

b. Define reimbursement mechanism (direct fee).

Standards and Penalties

RGRTA shall consider approaches to be used during the life of the

contract to monitor vendor performance. To the extent that RGRTA

plans to monitor performance against standards, RGRTA shall include

the standards in the RFP, along with any plans for enforcing the

standards (e.g., financial penalties).

Standards shall be structured to be easily quantified and objectively

measurable. For example:

(a) Standards may be set for timeliness, quality, and performance;

(b) Sanctions for not meeting these standards may include:

Reduction in fees,

Liquidated damages,

Cost recovery (e.g., interest).

Sample Agreement

RGRTA shall publish invariable and mandatory contract terms and conditions

in the RFP. These conditions assist the offerors in assessing the risk associated

with the required contract terms and the extent to which the contract terms are

compatible with the offerors’ policies.

(13) Prior to public advertisement, the Procurement Officer shall circulate the Request

for Proposals ("RFP") to the following persons for written approval:


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Chief Executive Officer of RGRTA;

Chief Financial Officer of RGRTA;

end user department head;

RGRTA legal counsel; and

DBE Liaison Officer.

(14) RGRTA will identify possibilities where a firm or its subcontractors may have the

corporate capability to compete for follow-up work resulting from a contractual

design effort or R&D effort. In these cases, a firm may have a bias in performing

design work; therefore, consideration will be given to restricting the firm’s

eligibility for follow-up contracts in such situations.

(15) It is often necessary to communicate with potential contractors prior to receipt of

proposals. These communications usually involve the need to clarify the

RGRTA’s requirements or are requests to modify specifications. It is important

that all communications be documented in writing and, when appropriate,

distributed to other proposers. Proposal documents should state that verbal

communications are non-binding.

Advertise RFP

(1) An advertisement requesting proposals shall be placed in at least one newspaper of

general circulation in Monroe County, the New York State Contract Reporter, and

other publications as deemed advisable to promote the opportunity for competitive

bidding. RGRTA shall advertise solicitations in such a way as to ensure free and

open competition, and shall make every reasonable effort to apprise bidders of

solicitation opportunities. Such efforts may include, but are not limited to:

a. Notifications in local news publications, trade journals and magazines,

and national publications;

b. Mailings to industry associations

c. Notifications to known offerors on RGRTA Bid Lists;

d. Mailing lists maintained by OGS and other State Agencies;

e. Contact with the Department of Economic Development to determine

known M/WBE bidders.

(2) Notice of the RFP shall also be placed on RGRTA’s web site.

(3) The due date and time and delivery location for proposals shall be included in any

advertisements.

(4) It is advisable when publishing in a local newspaper to publish the advertisement

for one (1) day. In national trade magazines, one publication is considered to be

sufficient. RGRTA advertises in the Rochester Business Journal (fulfilling local

advertisement requirements), the New York State Contract Reporter, and, for those


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items with a national market, the Passenger Transport, published by APTA

(fulfilling national public advertisement requirements). RGRTA is currently

researching a publication with a primarily minority readership to fulfill minority

business advertisement requirements.

(5) As a general rule, bidding time (time from RFP release to due date) will be not less

than thirty (30) calendar days.

Pre-Proposal Conference

(6) RGRTA shall provide all information to all prospective bidders for any procurement

which is formally bid. When deemed appropriate, the Procurement Officer and

technical support staff will conduct a pre-proposal conference with prospective

proposals regarding applicable proposal procedures, forms, terms and conditions,

goals, requirements, and other relevant information.

Attendance at such conferences shall be at the option of prospective bidders. A written

record of questions posed and answered at pre-proposal conferences shall be

distributed to all prospective bidders.

(7) Events may arise which require RGRTA to modify RFP requirements prior to

submission of proposals. In such cases, RGRTA shall communicate such

modifications, in writing, to all vendors participating in the process, and shall require

written acknowledgement from each vendor that the modifications have been received.

Mail RFP to current vendor list and update list as requested

(9) RGRTA shall maintain a current vendor list for regular procurements. All vendors on

this list shall be sent an RFP on the day of release. Vendors shall be advised that such

vendor lists are a courtesy offered by RGRTA and that all prospective proposers are

responsible for keeping themselves apprised of upcoming proposal opportunities with

RGRTA.

(10) Any vendors requesting an RFP shall be mailed a package and shall be added to the

bid list. DBE-certified vendors shall be noted on the vendor lists.

(iv) Accept Proposals:

(1)All proposals received under formal procedures shall remain sealed until the proposal

due date and time specified in the Request for Proposals and the advertisements.

(2 Immediately upon receipt, proposals must be date stamped and the time must be

written on the package. The package must be initialed by the RGRTA employee

taking receipt of the package.

(3Within five minutes prior to proposal opening, a survey should be performed of the mail

room and reception area to determine if any additional proposals have arrived. . No

proposals shall be accepted after the due date and time.

4. Proposals contain confidential information that is protected under the law and may

not be released prior to opening. It is therefore essential to keep proposals under

secure, locked conditions.


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5. Prior to bid award, proposals are excluded from the Freedom of Information Act.

(v) Open proposals:

The Procurement Officer shall determine when the due date and time set for proposals has

arrived.

(1) RFPs shall be opened at the time and date specified in the Request for Proposals.

Only proposals registered up to the time indicated in the RFP shall be accepted.

Deleting Requirements After Proposal Submission

RGRTA may eliminate requirements provided that the basis for the change is justified

and the discretionary authority to make such changes is set forth in the RFP. The RFP

need not be reissued, although vendors submitting proposals must be notified, in

writing, of the deletions.

Modifying or Adding Requirements After Proposal Submission

RGRTA may elect to either modify or add requirements. Under these circumstances,

the RFP must be reissued, with the changes, to all vendors known to be participating in

the RFP.

If the RFP is reissued after 45 days from the original date of RFP issuance, a notice

must be published in the publication(s) where the original RFP notice appeared;

RGRTA shall establish a new proposal submission date and modify the evaluation

criteria and instrument to reflect the requirement modifications or additions;

RGRTA shall request written acknowledgements from the vendors that the reissued

RFP has been received;

(vi) Review proposals for conformity and vendor responsibility:

(1) As each proposal is opened, the Procurement Officer shall indicate the Required Forms

that are included or not included with the proposal on the Bid Procurement Checklist.

(2) Contractors must be considered responsible to receive an award, regardless of the

procurement method used to select the contractors. The Procurement File shall include

a written outline of the specific basis for a determination of contractor responsibility.

(3) When a proposal is rejected because the prospective contractor is found to be not

responsible, the Procurement Officer shall sign, and place in the file, a Determination

of Non-Responsibility Form. Documents and reports supporting a determination of

responsibility or non-responsibility, including any pre-award survey reports, shall also

be included in the contract file.

To determine a responsible bidder, consideration must be given to all the following

requirements:

Financial resources adequate to perform the contract, or the ability to

obtain them,


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Ability to meet the required delivery or performance schedule, taking into

consideration all existing commercial and government business

commitments,

A satisfactory performance record with RGRTA or references,

A satisfactory record of integrity and business ethics,

The necessary organization, experience, accounting, and operational

controls, and technical skills, or the ability to obtain them,

Compliance with applicable licensing and tax laws and regulations,

The necessary production, construction, and technical equipment and

facilities, or the ability to obtain them,

Compliance with Affirmative Action and Disadvantaged Business

Program requirements,

Other qualifications and eligibility criteria necessary to receive an award

under applicable laws and regulations.

Willful noncompliance with State Finance Law Section 139-j. Such

noncompliance must be considered in the determination of

responsibility of the potential awardee.

(vii) Prepare Certified Bid Tabulation:

(1) A Certified Bid Tabulation shall be prepared, listing all the vendors who

submitted proposals, and the prices they quoted. Upon request, copies of the

bid tabulation may be faxed to those vendors who submitted proposals.

(2) A copy of the Certified Bid Tabulation must shall be placed in the

Procurement File.

(viii) Proposal Evaluation:

Depending on the scope and breadth of the procurement, RGRTA may

organize an evaluation team to meet the unique nature of the procurement.

The Procurement Officer shall distribute the proposals to the appropriate staff

members or evaluation team for review, with a Proposal Review Spreadsheet.

The Procurement Officer shall schedule a proposal review meeting for the

Evaluation Team, and include this date with the distribution memorandum.

11. Technical proposals shall be evaluated by measuring the extent to which the

proposal and the offeror can attain the objectives of the solicitation as set forth

in the RFP and fulfill the requirements outlined in the RFP. Criteria used in

evaluating proposals may include, but not be limited to:


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Proposal work plan and methodology.

Experience of vendor in providing similar services and/or goods.

Management capability of vendor.

Vendor’s overall past performance.

Extent to which the proposal is responsive to RFP requirements,

Qualifications and experience of vendor’s proposed staff.

Conformance with the schedule of work set forth in the RFP.

Numerically based quantitative approaches (e.g., Criterion A is four times

more important than Criterion B, which is two times more important than

Criterion C).

Price shall be considered in the evaluation unless the procurement is a

federally-funded Architectural and Engineering procurement.

Overall cost and/or distribution of cost over the scope of work may be

considered (distribution of cost across tasks).

Qualitative approaches (e.g., Criterion A is more important than Criterion

B, which is more important than Criterion C).

RGRTA may award all or parts of the proposed scope of services provided that

such agency discretion is set forth in the RFP. The agency may elect not to

award a contract. RGRTA may award a contract to an offeror if only one

proposal is submitted.

Rejection of Proposals

Any and all proposals may be rejected if there is a sound documented business

reason.

In all procurements, the Procurement Officer, in concert with the originating

department or division, shall prepare and place in the Procurement File, a

memorandum stating the rejection reasons for the unsuccessful offerors and

summarizing the proposals received. Reasons may include, without limitation,

the failure to meet DBE goals or to show a good faith effort regarding the

same, or that the proposed goods and/or services are not in conformance with

the RFP requirements. A copy of the recommended vendor’s quote and the

rejected vendors’ quotes shall be attached to the memorandum.

Negotiation

1. The Evaluation Team shall identify the proposals that are technically

compliant with the RFP.

2. The Evaluation Team shall individually review and evaluate all technically

compliant proposals, and develop scores for each proposal.


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3. The full Evaluation Team will then convene to review and discuss the

individual evaluations and to combine the individual scores to arrive at a

composite technical score for each firm.

4. Once the overall ranking of the technical proposals is determined, firms

with an unacceptably low technical score will be eliminated from further

consideration. The remaining proposals are within the “competitive

range” (those proposals that can potentially be awarded the contract).

5. After the composite technical score for each firm has been established, the

cost proposal will be opened and additional points will be added to the

technical score, based on the price bid. The maximum score for price will

be assigned to the firm offering the lowest total all-inclusive maximum

price. Appropriate fractional scores will be assigned to other proposers.

6. RGRTA may select one (1) or more firms with which to negotiate after

preliminary evaluation of the proposals or, if negotiations are not

necessary, the Evaluation Team may select the firm with the highest

composite score.

7. Invariable required contract conditions should be set forth as such in the

RFP to facilitate negotiations.

8. For strategic advantage, RGRTA shall negotiate any controversial contract

terms prior to the notice of award.

9. Best and final offers (BAFOs) shall be requested of all proposers

determined to be in the “competitive range” (technically compliant with

the RFP).

10. The Authority must evaluate the BAFOs and award either a Firm Fixed

Price-type or a Cost Reimbursement-type contract to the vendor whose

BAFO is most advantageous to the Authority.

11. Previous to awarding any procurement, the New York State and United

States Lists of Debarred Contractors shall be reviewed to assure that the

apparent successful vendor is not included on that list.

12. The award shall be made to the firm(s) whose proposal(s) will be the most

advantageous to RGRTA, with price, qualification and other factors

considered, using the evaluation criteria set forth in the RFP as the basis

for RGRTA's decision.

13. The Procurement Officer shall analyze the successful vendor’s price or

cost quote to determine if the cost/price is fair and reasonable. The

Procurement Officer may also obtain support information from the

department head requesting the procurement and evaluating the proposals.

14. The successful vendor’s quote shall be compared to the independent cost

estimate. Staff shall prepare a cost and/or price analysis to determine if the

bid is fair and reasonable.


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(ix) Prepare Resolution for Board of Commissioners:

(1) Contracts in excess of $75,000 or multi-year contracts for Services with an

aggregate value over $5,000, must be approved by the RGRTA Board of

Commissioners. The Procurement Officer shall prepare a resolution for

approval by the Board of Commissioners authorizing the CEO to enter into a

contract with the apparent successful vendor. The resolution must be prepared

and adopted prior to contract award.

(2) The resolution shall include the procurement method used, the advertising

venues used, successful vendor’s name and address, the unit price of the item

solicited, the estimated annual cost of the contract, determination of

responsiveness, the account number to which the purchases of the item shall be

charged, and an award recommendation.

(3) A copy of the adopted resolution shall be included in the Procurement File.

(x) Award Contract:

(1) In cases where a substantial effort has been made to solicit proposals and

none are submitted, the Chief Executive Officer shall be so advised by the

Procurement Officer. A decision regarding the iteration of the RFP

process or the negotiation of a contract for the purchase of the goods

and/or services from a Sole Source shall be made by the Chief Executive

Officer of RGRTA.

Notice of Award

(1) After all pre-award approvals have been obtained, a contract award will be

made to the successful vendor. The Procurement Officer shall send two

original Contracts to the successful vendor for signature; the letter

accompanying these contracts will serve as a “Notice of Award.” This letter

shall notify the contractor that it is the successful vendor and shall request

submission of any post-award documentation required by the RFP documents

or by legal counsel (insurance certificates, bonds, etc.).

Contract period of performance cannot exceed five (5) years, inclusive of

options, without prior written FTA approval.

Notice to Proceed

(1) Bonds and insurance certificates received from the contractor shall be

reviewed to assure that the contents comply with RGRTA requirements. To

make this assurance, it is useful to seek the assistance of RGRTA’s insurance

consultant and legal counsel. Such Certificates of Insurance and/or bonds

must be placed in the Procurement file.

(2) The Procurement Officer will issue a “Notice to Proceed” to the successful

vendor.

Notify Unsuccessful Vendors


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(1) The Procurement Officer shall notify unsuccessful vendors promptly in

writing. Upon request, an unsuccessful vendor shall be provided a debriefing

as to why his/her proposal was unsuccessful; this debriefing shall occur as

soon as possible after selection of the successful vendor, and must be limited

solely to the evaluation results as they apply to the requesting vendor’s

proposal.

Contract Preparation

(1) Procurement contract must contain a statement certifying that all information

provided to the covered agency with respect to State Finance Law Section

139-j is complete, true and accurate.

(2) Contract must contain a provision authorizing termination of the contract if the

certification described in number (1) above is found to be intentionally false

or intentionally incomplete.

Contract Execution

(1) Upon receipt of both signed contracts from the vendor, the Procurement

Officer shall present both contracts to the CEO for signature.

(2) The Procurement Officer shall place one original executed contract in the

procurement file. An original executed contract will be sent back to the

vendor.

(3) The appropriate Required Forms and a solicitation package must be attached to

each contract.

(c) Procurement of Architectural and Engineering (A&E) Services

RGRTA shall use a qualifications-based procurement method based on the Brooks Act

when contracting for Federally-funded A&E Services Contracts (as required in 40 U.S.C.,

Section 541). Other types of services considered to be A&E Services include program

management, construction management, feasibility studies, preliminary engineering,

design, surveying, mapping, and services which require performance by a registered or

licensed architect or engineer.

The Brooks Act requires that:

1) Offeror’s qualifications are evaluated excluding price as a factor;

2) Negotiations be conducted only with the most qualified offeror, and

3) Failing agreement on price, negotiations with the next most qualified offeror are

conducted until a contract award can be made to the most qualified offeror whose price

is determined to be fair and reasonable.

The procedures for general competitive bidding outlined in Section III, above, apply to

procurements of this type, with the following changes in the evaluation process:

RFP Preparation


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(1) RGRTA shall solicit only technical proposals from each offeror. The RFP shall not

request any price information.

Proposal Evaluation/Negotiation

(1) The methodology for evaluating proposals shall be qualifications based. The

evaluation factors and the weighting of each factor must be included in the RFP

package.

(2) Submitted proposals are ranked based solely on the evaluation factors outlined in the

RFP.

(3) Price negotiations commence with the most qualified firm resulting from the

evaluation factor review. If price negotiations are not successful, negotiations will end,

and can then commence with the second most qualified firm. This process continues

until a successful negotiation is achieved. Once negotiations end with a potential

contractor, they cannot be re-established at a later time.

According to Federal Requirements, this “qualifications based procurement method” can

be used only for the procurement of A&E Services. This method of procurement cannot be

used to obtain other types of services, even if a firm that provides A&E Services is also a

potential source to perform other types of services.

These requirements apply except to the extent that any state adopts, or has adopted by

statute, a formal procedure for the procurement of architectural and engineering services.

In this procurement type, knowledge of local conditions and building codes is a relevant

factor in the quality of the A&E services, so the prohibition against geographic preferences

does not apply. A&E Proposals may be evaluated in terms of their knowledge of the

locality of the project, provided that application of this criterion leaves an appropriate

number of qualified firms, given the nature and size of the project.

(d) Procurement by Non-Competitive Negotiation (Sole Source).

Non-competitive negotiation involves procurement through solicitation of a proposal from

a Sole Source, or, after solicitation of a number of sources, competition is determined to be

inadequate. A contract amendment or change order that is not within the scope of the

original contract is considered a Sole Source procurement that must comply with this

section.

Procurement by noncompetitive negotiation may be used only when procurement is

infeasible under micro-purchase, small purchase, competitive bidding (formal advertising),

or competitive negotiation procedures, and at least one of the following circumstances

applies:

(1) The item is available only from a Single Source;

(2) A public exigency or emergency exists whereby the urgency for the requirement will

not permit a delay resulting from competitive solicitation.

(3) The FTA authorizes non-competitive negotiation (for Federally-funded contracts

only);


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(4) After solicitation of a number of sources, competition is determined to be

inadequate; or

(5) For Federally-funded procurements, the item is an associated capital maintenance

item as defined in 49 U.S.C. Section 5307 (a)(1) that is procured directly form the

original manufacturer or supplier of the item to be replaced. RGRTA shall certify, in

writing, to FTA that: (1) such manufacturer or supplier is the only source for such

item; and (2) the price of such item is no higher than the price paid for such item by

like customers.

When a noncompetitive procurement is necessary in circumstances other than those

outlined above, written FTA approval is required only if Federal funds are involved

in the procurement.

A single source is not acceptable for purposes of sole source award until RGRTA

staff investigates and documents one (1) or more of the following circumstances:

The proposed source is the original manufacturer and the terms and conditions

of a viable warranty would be violated by the installation of unauthorized parts

or components in existing equipment, machinery, vehicles, or systems, or

“servicing” by uncertified or unauthorized personnel, and there are no other

sources form which authorized parts or servicing from certified or authorized

personnel may be obtained.

The proposed source possesses exclusive, limited rights in data, patent rights,

copyrights, secret processes, or control of the basic raw material.

The proposed source is the provider under an existing “term contract” and the

procurement constitutes a subaward thereunder.

The goods or services or services are not available through an existing contract

awarded through a competitive procurement method,

A price or cost analysis establishes that the proposed price is fair and

reasonable.

A single bid is not acceptable for purposes of sole source award until RGRTA staff:

Canvas all prospective bidders from whom bids were solicited to learn the

causes for the lack of bid submissions,

Evaluate and document the responses received in number 1, above,

Reconsider the bid requirements and specifications,

Document findings supporting the need for the original requirements and the

sufficiency of the specifications, and that the single bidder is responsive and

responsible or that the proposer is qualified and the proposal is acceptable, and

Conduct a price or cost analysis to establish that the bid price is fair and

reasonable.


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Advertising Sole Source Procurements

For Proposed Single Source awards in the actual or estimated amount of fifteen

thousand dollars ($15,000) or more, for which competitive bids or proposals have

not been solicited in the preceding twelve (12) months, a Notice of Procurement

Opportunity must be published in the New York State Contract Reporter.

The notice shall set forth the Authority’s intent to award the contract without

competitive bidding or proposals on the basis that the goods or services are available

from one (1) responsible source. Further, the notice shall invite any person or firm to

submit data and information proving that the required item/service can be obtained

from other than the proposed single source.

(e) Rolling Stock Procurements: Pre-award and Post-Delivery Audits

Rolling stock procurements shall be conducted in accordance with the requirements of

Section 12(j) of the Federal Mass Transit Act of 1964, as amended, and the FTA

regulations contained in 49 CFR Part 663 ("Pre-Award and Post-Delivery Audits of

Rolling Stock Purchases"). Specifically, RGRTA shall complete a pre-award audit prior to

entering into a formal contract for the purchase of rolling stock.

The pre-award audit shall include:

(i) A Buy America Certification;

(ii) A Purchaser’s Requirements Certification; and

(iii) Where appropriate, a manufacturer's Federal Motor Vehicle Safety Standards

("FMVSS") Certification.

The pre-award Buy America Certification certifies that:

(1) FTA granted a written waiver from the Buy America requirements for the rolling stock

to be purchased, or

(8) RGRTA is satisfied that the rolling stock to be purchased meets the following

requirements of the Surface Transportation Assistance Act of 1982, as amended:

The procured rolling stock will contain a minimum of 60% domestic products;

Final assembly of the procured rolling stock will occur in the United States.

Each vendor must complete Form A-6 Pre-Award Audit (included in the bid package)

certifying compliance with the Buy America Requirements and the Federal Motor Safety

Standards as prescribed in 49 CFR 663.1 and 663.43. In addition, each vendor must supply

documentation verifying that their vehicles meet the criteria listed in #2 above.

The pre-award Purchaser's Requirements Certification certifies that:

(1) the rolling stock presented for purchase is the same product described in the

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(2) the proposed manufacturer is a responsible manufacturer with the capability to

produce a vehicle that meets RGRTA's specifications as set forth in its solicitation.

If a vehicle is procured that is subject to the FMVSS issued by the National Highway

Traffic Safety Administration (the "NHTSA"), RGRTA shall maintain all applicable

certifications received (in both the pre-award and post-delivery stages) in the

procurement file, including a copy of the manufacturer's self-certification that the

vehicle complies with the relevant FMVSS. In the event the procured vehicle is not

subject to the FMVSS issued by the NHTSA, RGRTA shall compile a memorandum

certifying receipt of a statement to that effect from the manufacturer.

RGRTA shall complete a post-delivery audit prior to accepting title to the rolling stock.

The post-delivery audit shall include:

(i) A post-delivery Buy America Certification;

(ii) A post-delivery Purchaser's Requirements Certification; and

(iii) When appropriate, a manufacturer's FMVSS Self-Certification Information Form.

The Buy America and FMVSS post-delivery certification processes are similar to those

completed during the pre-award audit, with the exception that the post-audit review reflects

information based on the buses actually delivered, as opposed to the buses proposed for

purchase. The post-delivery purchaser’s requirements certification process is different

from the pre-award purchaser’s requirements certification process. For the post-delivery

purchaser’s requirements certification, RGRTA must certify that:

(i) For procurements involving ten (10) or more vehicles (discussed in subsection (iii)

below): RGRTA sent an inspector to the manufacturer’s final assembly facility to

visually inspect and road test the vehicles. This inspector must provide a report

that includes, at a minimum, the following information:

Accurate records of all bus construction activities

A description of how the construction and operation of the buses fulfills the

contract specifications.

(ii) the report required under subsection (i) above was reviewed, the delivered vehicles

were visually inspected and road tested, and the vehicles meet the contract

specifications; and

(iii) for procurements of ten (10) or fewer vehicles, or any number of primary

manufacturer standard production and unmodified vans: the vehicles were visually

inspected and road tested, and they meet the contract specifications.

RGRTA staff shall review FTA publication No. DOT-T-94-06 Conducting Pre-

Award and Post-Delivery Audits for Bus Procurements for further guidance.

Revenue Contracts

1. A revenue contract is a contract in which the Authority or the Authority’s vendor provides

access to public transportation assets for the primary purpose of either producing revenues


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in connection with an activity related to public transportation, or creating business

opportunities with the use of FTA assisted property. If the Authority is entering into a

revenue contract:

a. Limited Contract Opportunities. If there are several potential competitors for a

limited opportunity (such as advertising space on the side of a bus), then the

Authority shall use a competitive process to permit interested parties an equal

chance to obtain that limited opportunity.

b. Open Contract Opportunities. If, however, one party seeks access to a public

transportation asset (such as a utility that might seek cable access in a subway

system), and the Authority is willing and able to provide contracts or licenses to

other parties similarly situated (since there is room for a substantial number of such

cables without interfering with transit operations), then competition will not be

necessary because the opportunity to obtain contracts or licenses is open to all

similar parties.

Joint Development. The Authority will work on a case-by-case basis with the FTA to determine

appropriate procedures in the case of revenue contract opportunities in connection with FTA

supported joint development in order to satisfy statutory and regulatory requirements for

competition while preserving the benefits of joint development to the maximum possible extent.


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SECTION FOUR: PROTEST PROCEDURES

POLICY

A. The RGRTA shall adhere to the following Protest Policy and Procedure to handle and resolve disputes

from Interested Parties relating to its procurements.

B. To ensure all Interested Parties are informed of this policy, each Solicitation Document for purchases

exceeding the threshold for Formal Procurements set in Section Three, paragraph 2 of the “Rochester

Genesee Regional Transportation Authority and Subsidiaries Procurement Guidelines” shall contain the

following notice:

RGRTA’s policy and procedure for the administrative resolution of protests is set forth in Section Four

of the “Rochester Genesee Regional Transportation Authority and Subsidiaries Procurement

Guidelines”, which is available on the Authority’s website: www.myrts.com/Do-Business-With-

Us/Procurement. The Federal Transit Administration (FTA) Third Party Contracting Circular

addresses protests where federal funds are involved. The current version of the FTA Circular is

available at www.transit.dot.gov/regulations-and-guidance. FTA will only review protests regarding

matters that are primarily of Federal concern.

DEFINITIONS

“Solicitation Document” is defined as a Request for Proposals (RFP) or Invitation for Bids (IFB) and any

Addendums issued thereto.

“Contracting Officer” is defined as RGRTA’s Point of Contact identified in the Solicitation Document.

“Interested Party” is defined as an actual or prospective offeror, who has obtained a copy of the Solicitation

Document from the RGRTA Procurement Department and whose direct economic interest would be

affected by the award of a contract or by failure to award a contract.

SUBMITTAL PROCEDURES

A. An Interested Party wishing to file a protest shall send a written submission to RGRTA’s Chief

Financial Officer (CFO) by email at [email protected]. A PDF copy of the protest and supporting

documents shall be included in the email.

B. The protest shall include, at a minimum:

1. The name and address of the protesting party and its relationship to the procurement sufficient to

establish that the protest is being filed by an interested party;

2. Identity of the contact person for the protesting party, including name, title, address, telephone,

and email address. RGRTA will send all documents and notices concerning the protest, including

the decision on the protest to the email address provided by the protesting party. The protesting

party shall be deemed to have received such documents and notices when RGRTA sends them to

the email address provided;

3. Identification of the procurement title and procurement number in the Solicitation Document;

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

Protesting party shall include all supporting facts, documents and data with the protest;

5. Identification of the provision(s) of any law, regulation, or other governance upon which the

protest is based, including specific citations and description of how the law, regulation or

governance was violated;

6. A statement of the specific relief requested; and

7. A notarized affirmation by the protestor (if an individual) or by an owner or officer of the

protestor (if not an individual) as to the truth and accuracy of the statements made in the protest

submittal.


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PROTEST OF THE SOLICITATION PROCESS

A. A Protest of the Solicitation Process is a protest related to the technical scope or specification, terms,

conditions, or form of a solicitation or process relating thereto.

B. This type of protest shall be filed no later than ten (10) calendar days prior to the submission deadline

set in the Solicitation Document or ten (10) calendar days after the Interested Party receives the

Solicitation Document from the Contracting Officer, whichever occurs first. If an Interested Party

obtains the Solicitation Document from the Contracting Officer within ten (10) days of the submission

deadline in the Solicitation Document, the Interested Party shall submit a Protest of the Solicitation

Process within forty-eight (48) hours of receipt of the Solicitation Document from the Contracting

Officer or forty-eight (48) hours prior to the Submission Deadline identified in the Solicitation

Document, whichever occurs first. If an Interested Party obtains the Solicitation Document from the

Contracting Officer less than forty-eight (48) hours prior to the submission deadline identified in the

Solicitation Document, the Interested Party shall be deemed to have waived their right to file a Protest

of the Solicitation Process.

C. For protests of the Solicitation Process, the CFO may choose to extend the solicitation process if such

extension is necessary to afford an adequate opportunity to render a full and accurate determination on

the protest.

D. A written decision on protests of this type shall be provided to all interested parties prior to the

submission deadline set in the Solicitation document.

E. Should the protest be upheld in whole or in substantial part, the Contracting Officer may either (1)

amend the solicitation to correct the document or process accordingly; or (2) cancel the solicitation in

its entirety.

PROTESTS OF THE EVALUATION PROCESS

A. All Interested Parties will be notified by email of any rejection of their response to a Solicitation

Document and any recommendation of award (“The Notification”). Such recommendation of award

shall be made by Agency staff to RGRTA’s Chief Executive Officer (CEO) and the Board of

Commissioners (if applicable) for ultimate approval of the Award. Any proposer may protest the

rejection or recommended award on one or more of the following grounds:

1. The recommended awardee does not meet the requirements of the solicitation;

2. The bid or proposal recommended for acceptance does not meet the criteria of the solicitation or

award;

3. The Interested Party objects to RGRTA declaring their response to the Solicitation Document non-

responsive or RGRTA declaring them non-responsible;

4. The evaluation process conducted by RGRTA is improper, illegal, or the decision to recommend

award is arbitrary and capricious.

PROCESSING OF PROTESTS

A. The Contracting Officer shall notify all Interested Parties of the receipt of a protest, the type of protest,

and nature of the protest within a reasonable time of the filing.

B. The Vice President of Procurement shall conduct the administrative processing of protests filed with

RGRTA and provide all information submitted by the protesting party to the CFO. If the solicitation

document contemplates using federal funds to pay for the resulting goods or services, in whole or in

part, the Vice President of Procurement shall notify the regional office of the Federal Transit

Administration (FTA) of the filing of a protest and keep them informed of its status.

EVALUATION OF PROTESTS


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A. The CFO may decide a protest solely upon the written submission provided by the protesting party.

Additional or supplemental materials may only be submitted at the request of, or with the permission

of, the CFO. Failure to submit information requested by the CFO in the time allotted by the CFO shall

result in a denial of the protest. The CFO may offer the protesting party the opportunity to discuss the

matter in person or telephonically.

B. The CFO shall render a decision of all protests within ten (10) business days after receipt of a protest

and shall render one of the following determinations:

1. Protest is overruled;

2. Protest is substantiated. In such cases, the Chief Financial Officer shall issue instructions to remedy

issues relating to the protest; or

3. Procurement activity is suspended until further written notification by the CFO.

C. The decision shall be in writing, shall provide, at a minimum, a general response to each material issue

raised in the protest and shall be signed by the CFO. The decision shall be sent to the Protesting Party

at the email address provided with the protest.

D. A notice of the decision shall be provided to all Interested Parties.

E. The CFO’s decision is the Authority’s final determination of the dispute.

F. The protesting party may file an appeal of the CFO’s decision pursuant to Federal Law or FTA rules. In

accordance with Federal law, review of protests by the FTA may be requested only after exhaustion of

all administrative remedies with RGRTA and are limited to the following:

1. Violations of Federal law or regulation; and/or

2. Violations of RGRTA’s protest procedures for failure to review a complaint or protest in

accordance therewith.

G. Protesting Party shall provide a copy of the protest to RGRTA simultaneously with its submission to

FTA.

RECORD OF PROTEST

A. The Contracting Officer shall retain all documents pertaining to the protest in the file for the

procurement. The procurement protest file shall include reasonable and adequate documentation of the

protest and outcome of the protest.

B. The protest file shall include the following:

1. The protest, including supporting documentation; and

2. Record of determination of protest timeliness.


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APPENDIX A: FTA CIRCULAR 4220.1F THIRD PARTY CONTRACTING GUIDELINES

U.S. Department

of Transportation CIRCULAR

Federal Transit

Administration

FTA C 4220.1F November 1, 2008

Subject: THIRD PARTY CONTRACTING REQUIREMENTS

1. PURPOSE. This circular provides contracting guidance for requirements of Federal assistance

awarded by the Federal Transit Administration (FTA) when using that Federal assistance to finance

its procurements (third party contracts). This revision incorporates the new procurement provisions

of the Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users

(SAFETEA_LU), and includes the most current available guidance for the Federal public

transportation programs as of the date of publication.

2. CANCELLATION. This circular cancels FTA Circular 4220.1E "Third Party Contracting

Requirements," dated 06-19-03.

3. AUTHORITY. Federal Transit Laws, Title 49, United States Code. Chapter 53.

4. WAIVER. FTA reserves the right to waive any provision of this circular to the extent permitted

by Federal law or regulation.

5. FEDERAL REGISTER NOTICE. In conjunction with publication of this circular, a Federal

Register notice was published on September 30, 2008 (73FR 56896), addressing comments

received during the development of the circular.

6. AMENDMENTS TO THE CIRCULAR. FTA reserved the right to update this circular due to

changes ei other revised or new guidance and regulations that undergo notice and comment,

without further notice and comment on this circular. FTA will post updates on our Web site:

http://www.fta.dot/gov/. The Web site allows the public to register for notification when FTA

issues Federal Register notices or new guidance; visit the Web site and click on “Sign-up for e-

mail updates.”

7. ACCESSIBLE FORMATS. This document is available in accessible formats upon request. To

obtain paper copies of this circular as well as information regarding these accessible formate,

telephone FTA’s Administrative Services Help Desk, 202-366-4865. Individuals with hearing

impairments may contact the Federal Relay Service, 1-800-866-8339 for assistance with the call.

____________________________

James S. Simpson

The balance of this circular is incorporated by reference.


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APPENDIX B: REQUIRED CONTRACT CLAUSES AND PROVISIONS

RGRTA CONTRACT CLAUSES

Each RGRTA contract shall include provisions to define a sound and complete agreement. In addition,

contracts and subcontracts shall contain contractual provisions or conditions that allow for:

1) Administrative, contractual, or legal remedies in instances where contractors violate or breach

contract terms, including sanctions and penalties as may be appropriate.

2) Termination for cause and for convenience by RGRTA, including the manner by which termination

will be effected and the basis for settlement.

Where applicable, contracts or award documents must include all terms and conditions, the negotiated

contract price and payment terms, the final statement of work or specification, the delivery schedules and

the required clauses. This document shall be, as nearly as possible, a stand-alone document in which all the

applicable attachments and exhibits are part of the award.

4. GUARANTEE

Unless otherwise specified, the Contractor shall unconditionally guarantee the materials

and workmanship of all goods furnished by him for a period of two years from date of

acceptance of the items delivered and installed, unless otherwise specified herein. If,

within the guarantee period, any defects or signs of deterioration are noted, which, in the

opinion of the Owner are due to faulty design and installation, workmanship, or materials,

the Contractor, at his expense, shall repair or adjust the equipment or parts to correct the

condition, or he shall replace the part or entire unit to the complete satisfaction of the

Owner. These repairs, replacements or adjustments shall be made only at such time as will

be designated by the Owner as least detrimental to the operation of the Authority’s

business.

5. RELATIONSHIP OF PARTIES The Contractor hereby acknowledges and agrees that, for purposes of this Agreement, the

Contractor is, and shall in all respects, be considered an independent contractor. Nothing in this

Agreement shall be construed to constitute the Contractor, or any of its employees, officer,

directors, agents or representatives, as an employee or agent of the Owner, nor shall the Contractor

have any authority to bind the Owner in any respect, it being intended that the Contractor shall

remain an independent contractor responsible for its own actions. The Contractor is not entitled to

any of the benefits provided by the Owner to its employees, including, but not limited to, workers’

compensation coverage, unemployment insurance, group health or life insurance and pension

benefits. The Contractor hereby acknowledges and agrees that it will be responsible for its own

federal, state and local withholding and income taxes.

The Contractor shall have the direct and sole responsibility for the following: payment of wages

and other compensation, reimbursement of the Contractor’s employees’ expenses, compliance with

Social Security, unemployment and other insurance or other statutory withholding requirements,

and all obligations imposed on the employer of personnel. The Owner shall have no responsibility

for any of the incidences of employment.

Contractor and its employees agree not to hold themselves out as employees or agents or

employees of RGRTA by reason of their participation under this Agreement.


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Contractor shall not engage, either on a full-time or part-time basis during the term of this

Agreement, any professional or technical personnel who are, or have been at any time during the

term of this Agreement, in the employ of RGRTA, except regularly retired employees, without the

consent of RGRTA.

6. EXECUTORY NATURE OF CONTRACT This Agreement shall be deemed executory only to the extent of the funding available and Owner

shall not incur any liability beyond the funds annually budgeted therefore. The Owner may make

reductions in this Agreement for losses/reductions in its sources of revenue. If this occurs, the

Contractor’s obligations regarding the services or product provided under this Agreement may be

reduced correspondingly.

7. CONTRACT CHANGES

a. General. Any proposed change to this Agreement shall be submitted to the Owner for prior

approval.

b. Change in Scope of Services; Additional Work. Either Owner or Contractor may request

changes in the Scope of Work set forth in this Agreement or additional work not specified

therein to be performed by Contractor hereunder (“Extra Work”). If Owner and Contractor

mutually agree that such Extra Work will be performed and that an increase in compensation is

justified, Owner shall provide additional compensation to Contractor, on a fair and equitable

basis, subject to the provisions of this Section 7(b). Any such change in the Scope of Services

or any such Extra Work, as well as any increase or decrease in the amount of compensation to

be received by Contractor therefore shall be authorized only by the execution of a written

amendment to this Agreement by Contractor and Owner. Commencement of Extra Work shall

occur only after such approvals have been obtained from Owner.

8. INTEREST OF MEMBERS OF OR DELEGATES TO CONGRESS No member of or delegate to the Congress of the United States shall be admitted to any share or

part of this Agreement or to any benefit arising therefrom.

9. PROHIBITED INTEREST No member, officer or employee of the Owner, during his tenure or for a period of one (1) year

thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds hereof.

10. DISADVANTAGED BUSINESS ENTERPRISE In connection with the performance of this Agreement, Contractor will cooperate with the Owner

to use its best efforts to ensure that Disadvantaged Business Enterprises shall have the maximum

practicable opportunity to compete for subcontract work under this Agreement.

11. TERM AND TERMINATION

a. The initial term of this Agreement shall commence on the date first above written and shall

continue for a period of XXX years thereafter, with the Owner having the option to extend the term

for an additional XXX (X) one (1) year periods on the same terms and conditions.(Total Combined

Period not to exceed 5 years) Pricing will be fixed for the initial XX year period and may increase

only at the time of the annual contract extension. Any price increase shall not exceed the Consumer

Price Index Selection Based on Most Appropriate Index, (WPUXXXXX) as published by the US

Department of Labor, for the proceeding twelve (12) month period.

b. The Owner’s Board of Commissioners shall annually review this Agreement, the

circumstances relating hereto, and the Contractor’s performance hereunder. Owner may

terminate this Agreement for its convenience at any time, and from time to time, in whole or

in part for any cause or for no cause.


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c. If Contractor fails to deliver any part of all of the Commodity to be provided hereunder, or

otherwise defaults hereunder, Owner may, by written notice to Contractor, terminate this

agreement in whole or in part, and pursue any and all remedies that it may have under

applicable law.

d. No failure on the part of Owner to exercise any rights under this Agreement, and no course

of dealing with respect to any right hereunder, shall operate as a waiver of such right, nor

shall any single or partial exercise of any right preclude the exercise of any other right. The

remedies herein provided are cumulative and are not exclusive of any other remedies

provided by law.

e. In case of termination: i. Contractor shall continue performance of any non-terminated portion of the

Agreement, and the Owner may obtain elsewhere the portions of the goods or

work, or both, affected by termination, or goods or work or both similar thereto,

and charge the Contractor with any cost or expense incurred in connection

therewith; and

ii. Owner’s rights and remedies under this Section 11 are in addition to, and

not in lieu of, any other rights and remedies available under this Agreement

or provided by law.

12. DEFAULT The following shall be events of default under this Agreement:

a. Failure by Contractor to perform in a timely and satisfactory manner any or all of its

obligations under this Agreement;

b. Any representation or warranty made by Contractor in its bid response or this Agreement

proves to have been false or misleading in any respect;

c. Failure by Contractor to observe and perform any covenant, condition or agreement on its

part to be observed or performed under this Agreement, unless the Owner shall agree in

writing to an extension of such time to perform prior to its expiration; or

d. In the event of such failure or default as set forth in clause (a) (b) or (c) above, the Owner shall

provide written notice to Contractor of such default, together with a direction to cure the

same. The Contractor covenants and agrees to make the necessary cure within seventy-two

(72) hours of the receipt of such written notice from the Owner. Such notice will be

delivered in accordance with Section 16 (g) hereof.

13. CONTRACTOR RESPONSIBILITY/INDEMNIFICATION

a. Contractor assumes all risk in performing work and providing the Commodity under this

Agreement and shall be solely responsible and answerable in damages for all accidents or

injuries to person or property.

b. Contractor agrees to protect, defend, indemnify and hold free and harmless all federal, state,

and county agencies concerned and Owner, its directors, officers, and employees, agents, and

representatives, regardless of the capacity in which the person is sued, from and against any

and all claims, lawsuits, losses, penalties, damages, expenses, settlements, costs, charges and

liabilities of every kind and nature, including, without limitation, court costs and reasonable

professional fees and expenses arising out of or relating to any and all claims, liens,

demands, obligations, actions, proceedings, or causes of action of every kind and character,

including injury to person or property of whatsoever kind and nature, in connection with or


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arising directly or indirectly out of this Agreement and/or the performance hereof, or out of

the carelessness, negligence, or wrongful or fraudulent conduct of the Contractor or any

servant, agent, or employee of Contractor. Without limiting the generality of the foregoing,

any and all such claims, etc., relating to personal injury, death, damage to property, defects in

materials or workmanship, actual or alleged infringement of any patent, trademark, copyright

(or application for any thereof) or any other tangible or intangible personal or property right,

or any factual or alleged violation of any applicable statute, ordinance, administrative order,

rule or regulation, or decree of any court, shall be included in the indemnity hereunder.

Contractor further agrees to investigate, handle, respond to, provide defense for and defend

any such claims at his/her own expense and agrees to bear all other costs and expenses

related thereto, even if the same are groundless, false, or fraudulent.

14. TAXES AND EXPENSES

Contractor shall pay all taxes and expenses incurred in connection with the Commodity performed

under this Agreement except as otherwise provided herein.

15. INSURANCE REQUIREMENTS

a. Prior to commencing work, Contractor shall provide, at its own cost and expense, the following

insurance with insurance companies licensed in the State of New York and reasonably

acceptable to the Owner, to be evidenced by certificates. Each certificate shall require that, at

least thirty (30) days prior to the cancellation of or a material change in such policy, written

notice thereof shall be given to the Owner for all of the following stated insurance policies. All

such notices shall name the Contractor, identify this Agreement, and list the Owner as an

“Additional Insured”. Said insurance must cover all operations under this Agreement

whether performed by Contractor or its sub-contractors.

b. Said certificates shall be delivered to:

Name of Project Manager

RGRTA

1372 E. Main Street

Rochester, NY 14609

Workers’ Compensation: Statutory coverage, in compliance with the Workers’ Compensation

Law of the State of New York. The Contractor shall also carry Worker’s Compensation insurance

to cover obligations imposed by federal and state statutes having jurisdiction of Contractor’s

employees engaged in the performance of the work or services, as well as Employer’s Liability

insurance of not less than $1,000,000 for each accident; $1,000,000 disease for each employee, and

$1,000,000 disease policy limit.

Commercial General Liability Insurance with minimum limits of:

A. $1,000,000 Each Occurrence;

B. $1,000,000 Personal and Advertising Injury;

C. $2,000,000 General Aggregate; and

D. $2,000,000 Products/Completed Operations Aggregate.

These limits shall provide coverage for:

{X} Premises/Operations {X} Products/Completed Operations

{X} Bodily/Personal Injury {X} Property Damage

{X} Blanket contractual coverage {X} Owner’s Protective Liability


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This policy shall contain a severability of interest provision, and shall not contain a sunset

provision or commutation clause, or any provision which would serve to limit third party

action over claims.

Disability Benefits: Contractor shall provide proof of compliance with the Disability Benefits

Law. Location of operation shall be “all locations served by the Contractor.”

Automobile Liability Insurance - If automobiles are to be used in the performance of any work

under this Agreement, Automobile Liability Insurance is required with the following minimum

limits of liability per occurrence:

A. $1,000,000 per occurrence, for bodily injury, and $1,000,000 for property damage, unless

otherwise indicated in a “Special Conditions” of the contract specifications.

This insurance shall include for bodily injury and property the following coverage:

i. Owned automobiles;

ii. Hired automobiles; and

iii. Non-owned automobiles.

Each certificate shall require that, at least thirty (30) days prior to the cancellation of,

failure to renew, or a material change in such policy, written notice thereof shall be given

to the Owner.

B. All policies and certificates of insurance shall be approved by the Owner prior to

the inception of any work.

C. Upon failure of the Contractor to furnish, deliver and maintain such insurance as

above provided, this Agreement, at the election of the Owner, may be forthwith

declared suspended, discontinued or terminated upon ten (10) days written notice.

Failure of the Contractor to take out and/or maintain, or the taking out and/or

maintenance of any required insurance, shall not relieve the Contractor from any

liability under this Agreement, nor shall the insurance requirements be construed to

conflict with or otherwise limit the obligations of the Contractor concerning

indemnification.

D. In the event that claims in excess of the insured amounts provided herein are filed

by reason of any operations under this Agreement, the excess amount of such

claims, or any portion thereof, may be withheld from payment due or to become

due the Contractor until such time as the Contractor shall furnish such additional

security covering such claims as may be determined by the Owner.

E. Contractor also agrees that:

(i) Insurers shall have no right of recovery or subrogation against the Owner

(including its agents and agencies as aforesaid), it being the intention of the

parties that the insurance policies so effected shall protect both parties and be

primary coverage for any and all losses covered by the above-described

insurance;

(ii) The insurance companies issuing the policy or policies shall have no

recourse against the Owner (including its agents and agencies as aforesaid)


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for payment of any premiums or for assessments under any form or policy;

and

(iii) Any and all deductibles in the above-described insurance policies shall be

assumed by, for the account of, and at the sole risk of the Contractor.

16. CONTRACTOR PROMPT PAYMENT

The Contractor agrees to pay each subcontractor under this prime contract for satisfactory

performance of its contract no later than thirty (30) days from the receipt by the Contractor of each

payment from the Owner. The Contractor agrees further to return retainage payments to each

subcontractor thirty (30) days after the subcontractor’s work is satisfactorily completed. Any delay

or postponement of payment from the above-referenced time frame may occur only for good cause

following written approval of the Owner. This clause applies to both Disadvantage Business

Enterprises and non-Disadvantaged Business Enterprises subcontractors.

17. LAWS & REGULATIONS

Contractor shall comply with all applicable Federal, State and local laws and regulations including,

without limitation, those relating to wages, hours, fair employment practices, equal opportunity,

anti-discrimination, safety and working conditions. Each and every provision of law and clause

required by applicable laws with reference to the Services, shall upon written acknowledgment of

the two parties hereto, be inserted herein, and if, through mistake or otherwise, any such provision

is not inserted or is not correctly inserted, then upon the application of either party, and upon

written acknowledgment of the two parties hereto, this Agreement shall forthwith be physically

amended to make such insertion.

18. PROTECTION OF TRADE SECRETS

Owner is a public benefit corporation of the State of New York and, as such, many Owner records

are subject to disclosure to the public following the filing of appropriate requests. Trade Secrets

can be excepted from disclosure under the New York Freedom of Information law, but will only be

excepted by Owner if Contractor identifies in writing the records or parts of records considered to

be trade secrets when those records are submitted to Owner, giving the reasons for the need for the

exception from disclosure, and specifically requesting that such information be held confidentially.

Contractor shall stamp all such documents as “Confidential” and identify them as such in a

transmittal letter. Without such identification and designation, such records may be subject to

disclosure by Owner without liability to Contractor.

19. DELIVERY FAILURE

Failure of Contractor to deliver within the time specified, or within reasonable time as

interpreted by Owner, or failure to make replacements of rejected articles when so requested,

immediately or as directed by the Owner, shall constitute authority for Owner to purchase in

the open market articles of comparable grade to replace the articles rejected or not delivered.

On all such purchases, the Contractor shall reimburse Owner within a reasonable time specified

by the Owner, for any expense incurred in excess of contract prices or the Owner shall have the

right to deduct such amount from monies owed the defaulting Contractor. Such purchases

shall be deducted from contract quantities. Should public necessity demand it, the Owner

reserves the right to use or consume articles delivered which are substandard in quality, subject

to an adjustment in price to be determined by the Owner.

20. COVENANT AGAINST CONTINGENT FEES Contractor warrants that it has not employed or retained any company or person other than a bona

fide employee working for Contractor, to solicit or secure this Agreement, and that it has not paid

or agreed to pay any company or person, other than a bona fide employee, any fee, commission,


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percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the

award or making of this Agreement. For breach or violation of this warranty, Owner shall have the

right to annul this Agreement without liability, or, in its discretion, to deduct from the

compensation to be paid Contractor hereunder, or otherwise recover the full amount of any such

percentage, brokerage fee, gift or contingent fee.

21. CODE OF ETHICS

Contractor agrees that this Agreement may be terminated if any work under this Agreement is in

conflict with the provisions of Section 74 of the New York State Public Officers’ Law, which

establishes a Code of Ethics for New York State officers and employees.

22. QUALIFICATIONS AND LICENSES

Contractor represents and warrants to the Owner that it and its employees are duly and fully

qualified under the laws of the state of its incorporation and of the State of New York, to undertake

the activities and obligations set forth in this Agreement, that it possesses as of the date of its

execution of this Agreement, and it will maintain throughout the term hereof, all necessary

approvals, consents and licenses from all applicable government agencies and authority and that it

has taken and secured all necessary board of directors and shareholders action and approval.

23. PERSONS OR ORGANIZATIONS EMPLOYED TO INFLUENCE THIS

PROCUREMENT a. Contractor warrants and represents that the information set forth on Exhibit A hereto is

complete, true and accurate with respect to any person or organization that the Contractor

has retained, employed or designated to influence the procurement under this Agreement.

b. Contractor further warrants and represents that Contractor has not been found non-

responsible during the past five years in the connection with disclosure of information

about persons or organizations attempting to influence procurements.

c. Contractor shall notify RGRTA any time a person or organization, other than the ones

named in Exhibit A, is retained, employed or designated by Contractor to influence this

procurement and shall provide the information described Exhibit A for any such person or

organization.

d. Contractor acknowledges that RGRTA may terminate this Agreement if the RGRTA

discovers that the Contractor intentionally failed to provide true and complete information

with respect to all persons employed, retained, or designated by the Contractor to influence

this procurement.

e. Contractor warrants and represents that it has not paid or agreed to pay any company or

person, other than a bona fide employee, any fee, commission, percentage, brokerage fee,

gift or any other consideration, contingent upon or resulting from the award or making of

this Agreement. For breach or violation of this warranty, RGRTA shall have the right to

annul this Agreement without liability, or, in its discretion, to deduct from the

compensation to be paid Contractor hereunder, or otherwise recover the full amount of any

such percentage, brokerage fee, gift or contingent fee.


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NEW YORK STATE DEPARTMENT OF TRANSPORTATION

REQUIRED CONTRACT CLAUSES

(for all State-funded or state-assisted contracts)

STANDARD CLAUSES FOR NYS CONTRACTS

The parties to the attached contract, license, lease, amendment or other agreement of any kind (hereinafter, "the contract" or

"this contract") agree to be bound by the following clauses which are hereby made a part of the contract (the word "Contractor"

herein refers to any party other than the State, whether a contractor, licenser, licensee, lessor, lessee or any other party):

1. EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law, the State shall have no liability under this

contract to the Contractor or to anyone else beyond funds appropriated and available for this contract.

2. NON-ASSIGNMENT CLAUSE. In accordance with Section 138 of the State Finance Law, this contract may not be assigned

by the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet or otherwise disposed of without the

previous consent, in writing, of the State and any attempts to assign the contract without the State's written consent are null and

void. The Contractor may, however, assign its right to receive payment without the State's prior written consent unless this

contract concerns Certificates of Participation pursuant to Article 5-A of the State Finance Law.

3. COMPTROLLER'S APPROVAL. In accordance with Section 112 of the State Finance Law (or, if this contract is with the

State University or City University of New York, Section 355 or Section 6218 of the Education Law), if this contract exceeds

$50,000 (or the minimum thresholds agreed to by the Office of the State Comptroller for certain S.U.N.Y. and C.U.N.Y. contracts),

or if this is an amendment for any amount to a contract which, as so amended, exceeds said statutory amount, or if, by this contract,

the State agrees to give something other than money when the value or reasonably estimated value of such consideration exceeds

$10,000, it shall not be valid, effective or binding upon the State until it has been approved by the State Comptroller and filed in his

office. Comptroller's approval of contracts let by the Office of General Services is required when such contracts exceed $85,000

(State Finance Law Section 163.6.a).

4. WORKERS' COMPENSATION BENEFITS. In accordance with Section 142 of the State Finance Law, this contract shall be

void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of this contract for the

benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law.

5. NON-DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the Executive Law (also known as the

Human Rights Law) and all other State and Federal statutory and constitutional non-discrimination provisions, the Contractor will

not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, sexual

orientation, age, disability, genetic predisposition or carrier status, or marital status. Furthermore, in accordance with Section 220-e

of the Labor Law, if this is a contract for the construction, alteration or repair of any public building or public work or for the

manufacture, sale or distribution of materials, equipment or supplies, and to the extent that this contract shall be performed within

the State of New York, Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex,

or national origin: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the

work; or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. If this is a

building service contract as defined in Section 230 of the Labor Law, then, in accordance with Section 239 thereof, Contractor

agrees that neither it nor its subcontractors shall by reason of race, creed, color, national origin, age, sex or disability: (a)

discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate

against or intimidate any employee hired for the performance of work under this contract. Contractor is subject to fines of $50.00

per person per day for any violation of Section 220-e or Section 239 as well as possible termination of this contract and forfeiture

of all moneys due hereunder for a second or subsequent violation.

6. WAGE AND HOURS PROVISIONS. If this is a public work contract covered by Article 8 of the Labor Law or a building

service contract covered by Article 9 thereof, neither Contractor's employees nor the employees of its subcontractors may be

required or permitted to work more than the number of hours or days stated in said statutes, except as otherwise provided in the

Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor Department. Furthermore,

Contractor and its subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements,

including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law.

7. NON-COLLUSIVE BIDDING CERTIFICATION. In accordance with Section 139-d of the State Finance Law, if this

contract was awarded based upon the submission of bids, Contractor affirms, under penalty of perjury, that its bid was arrived at

independently and without collusion aimed at restricting competition. Contractor further affirms that, at the time Contractor


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submitted its bid, an authorized and responsible person executed and delivered to the State a non-collusive bidding certification on

Contractor's behalf.

8. INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the Labor Law and Section 139-h of

the State Finance Law, if this contract exceeds $5,000, the Contractor agrees, as a material condition of the contract, that neither the

Contractor nor any substantially owned or affiliated person, firm, partnership or corporation has participated, is participating, or

shall participate in an international boycott in violation of the federal Export Administration Act of 1979 (50 USC App. Sections

2401 et seq.) or regulations thereunder. If such Contractor, or any of the aforesaid affiliates of Contractor, is convicted or is

otherwise found to have violated said laws or regulations upon the final determination of the United States Commerce Department

or any other appropriate agency of the United States subsequent to the contract's execution, such contract, amendment or

modification thereto shall be rendered forfeit and void. The Contractor shall so notify the State Comptroller within five (5)

business days of such conviction, determination or disposition of appeal (2NYCRR 105.4).

9. SET-OFF RIGHTS. The State shall have all of its common law, equitable and statutory rights of set-off. These rights shall

include, but not be limited to, the State's option to withhold for the purposes of set-off any moneys due to the Contractor under this

contract up to any amounts due and owing to the State with regard to this contract, any other contract with any State department or

agency, including any contract for a term commencing prior to the term of this contract, plus any amounts due and owing to the

State for any other reason including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto.

The State shall exercise its set-off rights in accordance with normal State practices including, in cases of set-off pursuant to an

audit, the finalization of such audit by the State agency, its representatives, or the State Comptroller.

10. RECORDS. The Contractor shall establish and maintain complete and accurate books, records, documents, accounts and

other evidence directly pertinent to performance under this contract (hereinafter, collectively, "the Records"). The Records must be

kept for the balance of the calendar year in which they were made and for six (6) additional years thereafter. The State

Comptroller, the Attorney General and any other person or entity authorized to conduct an examination, as well as the agency or

agencies involved in this contract, shall have access to the Records during normal business hours at an office of the Contractor

within the State of New York or, if no such office is available, at a mutually agreeable and reasonable venue within the State, for

the term specified above for the purposes of inspection, auditing and copying. The State shall take reasonable steps to protect from

public disclosure any of the Records which are exempt from disclosure under Section 87 of the Public Officers Law (the "Statute")

provided that: (i) the Contractor shall timely inform an appropriate State official, in writing, that said records should not be

disclosed; and (ii) said records shall be sufficiently identified; and (iii) designation of said records as exempt under the Statute is

reasonable. Nothing contained herein shall diminish, or in any way adversely affect, the State's right to discovery in any pending or

future litigation.

11. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION. (a) FEDERAL EMPLOYER IDENTIFICATION

NUMBER and/or FEDERAL SOCIAL SECURITY NUMBER. All invoices or New York State standard vouchers submitted for

payment for the sale of goods or services or the lease of real or personal property to a New York State agency must include the

payee's identification number, i.e., the seller's or lessor's identification number. The number is either the payee's Federal employer

identification number or Federal social security number, or both such numbers when the payee has both such numbers. Failure to

include this number or numbers may delay payment. Where the payee does not have such number or numbers, the payee, on its

invoice or New York State standard voucher, must give the reason or reasons why the payee does not have such number or

numbers.

(b) PRIVACY NOTIFICATION. (1) The authority to request the above personal information from a seller of goods or services or

a lessor of real or personal property, and the authority to maintain such information, is found in Section 5 of the State Tax Law.

Disclosure of this information by the seller or lessor to the State is mandatory. The principal purpose for which the information is

collected is to enable the State to identify individuals, businesses and others who have been delinquent in filing tax returns or may

have understated their tax liabilities and to generally identify persons affected by the taxes administered by the Commissioner of

Taxation and Finance. The information will be used for tax administration purposes and for any other purpose authorized by law.

(2) The personal information is requested by the purchasing unit of the agency contracting to purchase the goods or services or

lease the real or personal property covered by this contract or lease. The information is maintained in New York State's Central

Accounting System by the Director of Accounting Operations, Office of the State Comptroller, 110 State Street, Albany, New York

12236.

12. EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN. In accordance with Section 312 of the

Executive Law, if this contract is: (i) a written agreement or purchase order instrument, providing for a total expenditure in excess

of $25,000.00, whereby a contracting agency is committed to expend or does expend funds in return for labor, services, supplies,

equipment, materials or any combination of the foregoing, to be performed for, or rendered or furnished to the contracting agency;

or (ii) a written agreement in excess of $100,000.00 whereby a contracting agency is committed to expend or does expend funds for

the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon; or

(iii) a written agreement in excess of $100,000.00 whereby the owner of a State assisted housing project is committed to expend or

does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and

improvements thereon for such project, then:


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(a) The Contractor will not discriminate against employees or applicants for employment because of race, creed, color, national

origin, sex, age, disability or marital status, and will undertake or continue existing programs of affirmative action to ensure that

minority group members and women are afforded equal employment opportunities without discrimination. Affirmative action shall

mean recruitment, employment, job assignment, promotion, upgradings, demotion, transfer, layoff, or termination and rates of pay

or other forms of compensation;

(b) at the request of the contracting agency, the Contractor shall request each employment agency, labor union, or authorized

representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written

statement that such employment agency, labor union or representative will not discriminate on the basis of race, creed, color,

national origin, sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the

implementation of the contractor's obligations herein; and

(c) the Contractor shall state, in all solicitations or advertisements for employees, that, in the performance of the State contract, all

qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national

origin, sex, age, disability or marital status.

Contractor will include the provisions of "a", "b", and "c" above, in every subcontract over $25,000.00 for the construction,

demolition, replacement, major repair, renovation, planning or design of real property and improvements thereon (the "Work")

except where the Work is for the beneficial use of the Contractor. Section 312 does not apply to: (i) work, goods or services

unrelated to this contract; or (ii) employment outside New York State; or (iii) banking services, insurance policies or the sale of

securities. The State shall consider compliance by a contractor or subcontractor with the requirements of any federal law

concerning equal employment opportunity which effectuates the purpose of this section. The contracting agency shall determine

whether the imposition of the requirements of the provisions hereof duplicate or conflict with any such federal law and if such

duplication or conflict exists, the contracting agency shall waive the applicability of Section 312 to the extent of such duplication or

conflict. Contractor will comply with all duly promulgated and lawful rules and regulations of the Governor's Office of Minority

and Women's Business Development pertaining hereto.

13. CONFLICTING TERMS. In the event of a conflict between the terms of the contract (including any and all attachments

thereto and amendments thereof) and the terms of this Appendix A, the terms of this Appendix A shall control.

14. GOVERNING LAW. This contract shall be governed by the laws of the State of New York except where the Federal

supremacy clause requires otherwise.

15. LATE PAYMENT. Timeliness of payment and any interest to be paid to Contractor for late payment shall be governed by

Article 11-A of the State Finance Law to the extent required by law.

16. NO ARBITRATION. Disputes involving this contract, including the breach or alleged breach thereof, may not be submitted

to binding arbitration (except where statutorily authorized), but must, instead, be heard in a court of competent jurisdiction of the

State of New York.

17. SERVICE OF PROCESS. In addition to the methods of service allowed by the State Civil Practice Law & Rules ("CPLR"),

Contractor hereby consents to service of process upon it by registered or certified mail, return receipt requested. Service hereunder

shall be complete upon Contractor's actual receipt of process or upon the State's receipt of the return thereof by the United States

Postal Service as refused or undeliverable. Contractor must promptly notify the State, in writing, of each and every change of

address to which service of process can be made. Service by the State to the last known address shall be sufficient. Contractor will

have thirty (30) calendar days after service hereunder is complete in which to respond.

18. PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS. The Contractor certifies and warrants that all wood

products to be used under this contract award will be in accordance with, but not limited to, the specifications and provisions of

State Finance Law §165. (Use of Tropical Hardwoods) which prohibits purchase and use of tropical hardwoods, unless specifically

exempted, by the State or any governmental agency or political subdivision or public benefit corporation. Qualification for an

exemption under this law will be the responsibility of the contractor to establish to meet with the approval of the State.

In addition, when any portion of this contract involving the use of woods, whether supply or installation, is to be performed by any

subcontractor, the prime Contractor will indicate and certify in the submitted bid proposal that the subcontractor has been informed

and is in compliance with specifications and provisions regarding use of tropical hardwoods as detailed in §165 State Finance Law.

Any such use must meet with the approval of the State; otherwise, the bid may not be considered responsive. Under bidder

certifications, proof of qualification for exemption will be the responsibility of the Contractor to meet with the approval of the

State.

19. MACBRIDE FAIR EMPLOYMENT PRINCIPLES. In accordance with the MacBride Fair Employment Principles

(Chapter 807 of the Laws of 1992), the Contractor hereby stipulates that the Contractor either (a) has no business operations in

Northern Ireland, or (b) shall take lawful steps in good faith to conduct any business operations in Northern Ireland in accordance

with the MacBride Fair Employment Principles (as described in Section 165 of the New York State Finance Law), and shall permit

independent monitoring of compliance with such principles.


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20. OMNIBUS PROCUREMENT ACT OF 1992. It is the policy of New York State to maximize opportunities for the

participation of New York State business enterprises, including minority and women-owned business enterprises as bidders,

subcontractors and suppliers on its procurement contracts.

Information on the availability of New York State subcontractors and suppliers is available from:

NYS Department of Economic Development

Division for Small Business

30 South Pearl St -- 7th Floor

Albany, New York 12245

Telephone: 518-292-5220

Fax: 518-292-5884

http://www.empire.state.ny.us

A directory of certified minority and women-owned business enterprises is available from:

NYS Department of Economic Development

Division of Minority and Women's Business Development

30 South Pearl St -- 2nd Floor

Albany, New York 12245

Telephone: 518-292-5250

Fax: 518-292-5803

http://www.empire.state.ny.us

The Omnibus Procurement Act of 1992 requires that by signing this bid proposal or contract, as applicable, Contractors certify that

whenever the total bid amount is greater than $1 million:

(a) The Contractor has made reasonable efforts to encourage the participation of New York State Business Enterprises as suppliers

and subcontractors, including certified minority and women-owned business enterprises, on this project, and has retained the

documentation of these efforts to be provided upon request to the State;

(b) The Contractor has complied with the Federal Equal Opportunity Act of 1972 (P.L. 92-261), as amended;

(c) The Contractor agrees to make reasonable efforts to provide notification to New York State residents of employment

opportunities on this project through listing any such positions with the Job Service Division of the New York State Department of

Labor, or providing such notification in such manner as is consistent with existing collective bargaining contracts or agreements.

The Contractor agrees to document these efforts and to provide said documentation to the State upon request; and

(d) The Contractor acknowledges notice that the State may seek to obtain offset credits from foreign countries as a result of this

contract and agrees to cooperate with the State in these efforts.

21. RECIPROCITY AND SANCTIONS PROVISIONS. Bidders are hereby notified that if their principal place of business is

located in a country, nation, province, state or political subdivision that penalizes New York State vendors, and if the goods or

services they offer will be substantially produced or performed outside New York State, the Omnibus Procurement Act 1994 and

2000 amendments (Chapter 684 and Chapter 383, respectively) require that they be denied contracts which they would otherwise

obtain. NOTE: As of May 15, 2002, the list of discriminatory jurisdictions subject to this provision includes the states of South

Carolina, Alaska, West Virginia, Wyoming, Louisiana and Hawaii. Contact NYS Department of Economic Development for a

current list of jurisdictions subject to this provision.

22. PURCHASES OF APPAREL. In accordance with State Finance Law 162 (4-a), the State shall not purchase any apparel from

any vendor unable or unwilling to certify that: (i) such apparel was manufactured in compliance with all applicable labor and

occupational safety laws, including, but not limited to, child labor laws, wage and hours laws and workplace safety laws, and (ii)

vendor will supply, with its bid (or, if not a bid situation, prior to or at the time of signing a contract with the State), if known, the

names and addresses of each subcontractor and a list of all manufacturing plants to be utilized by the bidder.


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NY STATE DEPARTMENT OF TRANSPORTATION REQUIRED FORMS &

CERTIFICATIONS


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NOTE: This form is required for all contracts involving New York State funds. CERTIFICATION UNDER

STATE FINANCE LAW SECTION 139-k

TO

ROCHESTER-GENESEE REGIONAL TRANSPORTATION AUTHORITY

Described Procurement: __________________________________________________

(Check as Applicable – Use additional pages if necessary)

Designation of Individuals and Organizations to Influence This Procurement

The party submitting this proposal (called the "Contractor") has not retained, employed, or

designated any person or organization to influence this procurement.

Contractor has retained, employed, or designated the following person(s) or

organization(s) to influence this procurement and the following is true, complete and accurate

information regarding each such person or organization.

Name: ________________________________________________________________________________

Address: ______________________________________________________________________________

Telephone Number: ________________________ Occupation: _________________________________

Place of Principal Employment: ___________________________________________________________

Such person or organization does not have has a financial interest in the procurement. If yes, describe

that financial interest:

______________________________________________________________________________________

______________________________________________________________________________________

Name: ________________________________________________________________________________

Address: ______________________________________________________________________________

Telephone Number: _________________________ Occupation: ________________________________

Place of Principal Employment: ___________________________________________________________

Such person or organization does not have has a financial interest in the procurement. If yes, describe

that financial interest:

______________________________________________________________________________________

______________________________________________________________________________________

Agreement

Contractor agrees to notify the RGRTA any time an additional person or organization is retained,

employed or designated by Contractor to influence this procurement and to provide the

information described above for any such person or organization.

Prior Findings

Contractor has not been found non-responsible by any governmental entity during the past

five years.

Contractor has been found non-responsible by a governmental entity during the past five

years.

The basis for the finding of non-responsibility was not due to a violation of State Finance

Law §139-j.

The basis for the finding of non-responsibility was due to a violation of State Finance Law

§139-j. (If you check this box, provide the following information)


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CERTIFICATION UNDER STATE FINANCE LAW SECTION 139-k

TO: ROCHESTER-GENESEE REGIONAL TRANSPORTATION AUTHORITY

PAGE TWO

Governmental Entity: ________________________________________________

Date of Finding of Non-Responsibility: __________________________________

Basis of Finding of Non-Responsibility (Use Additional Pages As Necessary)

______________________________________________________________________

_________________________________________________________________________________________________________.

Prior Contract Terminations

Has any governmental entity or other governmental agency terminated or withheld a Procurement

Contract with the Contractor due to the intentional provision of false or incomplete information?

No Yes (If Yes, provide the following information.)

Governmental Entity: ________________________________________________

Date of Termination or Withholding of Contract: _______________________________

Basis of Termination or Withholding (Use Additional Pages As Necessary)

_______________________________________________________________________

_______________________________________________________________________.

Certification

I certify that all information provided to RGRTA with respect to State Finance Law §139-k is

complete, true and accurate.

Agreement to Comply

Contractor affirms that it understands and agrees to comply with the procedures of RGRTA relative to

permissible Contacts as required by State Finance Law §139-j (3) and §139-j (6) (b).

Acknowledgment

Contractor acknowledges that RGRTA may refuse to award a contract to the Contractor and may

terminate any contract that is awarded if RGRTA discovers that the Contractor has intentionally

failed to provide true and complete information with respect to all persons employed, retained, or

designated by the Contractor to influence this procurement or has made any false statement in this

document or of any information provided with respect to State Finance Law §139-k is in any

respect not complete, true and accurate. __________________________________________

Print Contractor Name

By: _______________________________________

Title: ____________________________________

Date: ____________________________________

Address: __________________________________

City, State, Zip: _____________________________


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UNITED STATES DEPARTMENT OF TRANSPORTATION REQUIRED CLAUSES, MODEL

LANGUAGE, AND FLOW DOWN REQUIREMENTS

REQUIRED CLAUSES

1. Fly America Requirements - The contractor shall comply with 49 USC 40118 (the “Fly America” Act)

in accordance with General Services Administration regulations 41 CFR 301-10, which state that recipients

and subrecipients of Federal funds and their contractors are required to use US Flag air carriers for US

Government-financed international air travel and transportation of their personal effects or property, to the

extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the

Fly America Act. The contractor shall submit, if a foreign air carrier was used, an appropriate certification

or memorandum adequately explaining why service by a US flag air carrier was not available or why it was

necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the

Fly America requirements. The contractor shall include the requirements of this section in all subcontracts

that may involve international air transportation.

2. Buy America Requirements - The contractor agrees to comply with 49 USC 5323(j) and 49 CFR 661,

which state that Federal funds may not be obligated unless steel, iron, and manufactured products used in

FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the

product is subject to a general waiver. General waivers are listed in 49 CFR 661.7, and include final

assembly in the US for 15 passenger vans and 15 passenger wagons produced by Chrysler Corp., software,

microcomputer equipment and small purchases (currently less than $100,000). Separate requirements for

rolling stock are stated at 5323(j)(2)(C) and 49 CFR 661.11. Rolling stock must be manufactured in the US

and have a minimum 60% domestic content.

A bidder or offeror must submit the appropriate Buy America certification to RGRTA with all bids on

FTA-funded contracts, except those subject to a general waiver. Bids or offers not accompanied by a

completed Buy America certification shall be rejected as non-responsive. This requirement does not apply

to lower tier subcontractors.

3a. Charter Service Operations - The contractor shall comply with 49 USC 5323(d) and 49 CFR 604,

which state that recipients and subrecipients of FTA assistance are prohibited from providing charter

service using federally funded equipment or facilities if there is at least one private charter operator willing

and able to provide the service, except under one of the exceptions at 49 CFR 604.9. Any charter service

provided under these exceptions must be "incidental," i.e., it must not interfere with or detract from the

provision of mass transportation.

3b. School Bus Operations - Pursuant to 69 USC 5323(f) and 49 CFR 605, recipients and subrecipients

of FTA assistance shall not engage in school bus operations exclusively for the transportation of students

and school personnel in competition with private school bus operators unless qualified under specified

exemptions. When operating exclusive school bus service under an allowable exemption, recipients and

subrecipients shall not use federally funded equipment, vehicles, or facilities.

4. Cargo Preference - Use of US-Flag Vessels - The contractor shall: a. use privately owned US-Flag

commercial vessels to ship at least 50% of the gross tonnage (computed separately for dry bulk carriers, dry

cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant

to the underlying contract to the extent such vessels are available at fair and reasonable rates for US flag

commercial vessels; b. furnish within 20 working days following the loading date of shipments originating

within the US or within 30 working days following the loading date of shipments originating outside the

US, a legible copy of a rated, "on-board" commercial bill-of-lading in English for each shipment of cargo

described herein to the Division of National Cargo, Office of Market Development, Maritime

Administration, Washington, DC 20590 and to RGRTA (through the contractor in the case of a

subcontractor's bill-of-lading.) c. include these requirements in all subcontracts issued pursuant to this


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contract when the subcontract involves the transport of equipment, material, or commodities by ocean

vessel.

5. Seismic Safety - The contractor agrees that any new building or addition to an existing building shall

be designed and constructed in accordance with the standards required in USDOT Seismic Safety

Regulations 49 CFR 41 and shall certify compliance to the extent required by the regulation. The contractor

shall also ensure that all work performed under this contract, including work performed by a subcontractor,

complies with the standards required by 49 CFR 41 and the certification of compliance issued on the

project.

6. Energy Conservation - The contractor shall comply with mandatory standards and policies relating to

energy efficiency, stated in the state energy conservation plan issued in compliance with the Energy Policy

& Conservation Act.

7. Clean Water - The contractor shall comply with all applicable standards, orders or regulations issued

pursuant to the Federal Water Pollution Control Act, as amended, 33 USC 1251 et seq. The contractor shall

report each violation to RGRTA and understands and agrees that RGRTA will, in turn, report each

violation as required to FTA and the appropriate EPA Regional Office. The contractor shall include these

requirements in each subcontract exceeding $100,000 financed in whole or in part with FTA assistance.

8. Bus Testing - The contractor [manufacturer] shall comply with 49 USC A5323(c) and FTA's

implementing regulation 49 CFR 665 and shall perform the following:

1) A manufacturer of a new bus model or a bus produced with a major change in components or

configuration shall provide a copy of the final test report to the recipient prior to the recipient's final

acceptance of the first vehicle.

2) A manufacturer who releases a report under para. 1 above shall provide notice to the operator of the

testing facility that the report is available to the public.

3) If the manufacturer represents that the vehicle was previously tested, the vehicle being sold should have

the identical configuration and major components as the vehicle in the test report, which must be provided

to the recipient prior to recipient's final acceptance of the first vehicle. If the configuration or components

are not identical, the manufacturer shall provide a description of the change and the manufacturer's basis for

concluding that it is not a major change requiring additional testing.

4) If the manufacturer represents that the vehicle is "grandfathered" (has been used in mass transit service

in the US before Oct. 1, 1988, and is currently being produced without a major change in configuration or

components), the manufacturer shall provide the name and address of the recipient of such a vehicle and

the details of that vehicle's configuration and major components.

9. Pre-Award & Post-Delivery Audit Requirements - The contractor shall comply with 49 USC 5323(l)

and FTA's implementing regulation 49 CFR 663 and submit the following certifications:

(1) Buy America Requirements: The contractor shall complete and submit a declaration certifying either

compliance or noncompliance with Buy America. If the contractor certifies compliance with Buy America,

it shall submit documentation listing 1) component and subcomponent parts of the rolling stock to be

purchased identified by manufacturer of the parts, their country of origin and costs; and 2) the location of

the final assembly point for the rolling stock, including a description of the activities that will take place at

the final assembly point and the cost of final assembly.


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(2) Solicitation Specification Requirements: The contractor shall submit evidence that it will be capable of

meeting the bid specifications.

(3) Federal Motor Vehicle Safety Standards (FMVSS): The contractor shall submit 1) manufacturer's

FMVSS self-certification sticker information that the vehicle complies with relevant FMVSS or 2)

manufacturer's certified statement that the buses will not be subject to FMVSS regulations.

10. Anti-Lobbying Amendment, 31 USC 1352, as amended by the Lobbying Disclosure Act of 1995,

PL 104-65 [to be codified at 2 USC 1601, et seq.] - Contractors who apply or bid for an award of

$100,000 or more shall file the certification required by 49 CFR 20, "New Restrictions on Lobbying." Each

tier certifies to the tier above that it will not and has not used Federal funds to pay any person or

organization for influencing or attempting to influence an officer or employee of any agency, a member of

Congress, officer or employee of Congress, or an employee of a member of Congress in connection with

obtaining any Federal contract, grant or any other award covered by 31 USC 1352. Each tier shall also

disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying

contacts on its behalf with non-Federal funds with respect to the Federal contract, grant or award covered

by 31 USC 1352. Such disclosures are forwarded from tier to tier up to the recipient.

APPENDIX A, 49 CFR 20-CERTIFICATION REGARDING LOBBYING - Certification for Contracts,

Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000)

The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that:

(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 an agency, a Member of

Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with

the award 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 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 FR 1413 (1/19/96). (PL 104-65, to be codified at 2 USC 1601, et seq.)]

(3) The undersigned shall require that the language of this certification be included in the award documents

for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and

cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction

was made or entered into. Submittal of this certification is a prerequisite for making or entering into this

transaction imposed by 31 USC 1352 (as amended by Lobbying Disclosure Act of 1995). Any person

failing to file the required certification shall be subject to a civil penalty of no less than $10,000 and no

more than $100,000 for each such failure. [Note: Pursuant to 31 USC 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.]

11. Access to Records - The following access to records requirements apply to this Contract:


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1. Where the purchaser is not a State, but a local government, and is the FTA recipient or subgrantee of the

FTA recipient in accordance with 49 CFR 18.36(i), the contractor shall provide purchaser, FTA

Administrator, the US Comptroller General or their authorized representatives access to any contractor’s

books, documents, papers and records which are directly pertinent to the contract for the purpose of making

audits, examinations, excerpts and transcriptions. The contractor shall also, pursuant to 49 CFR 633.17,

provide FTA Administrator or his authorized representative including any PMO contractor access to

contractor's records and construction sites pertaining to any major capital project, defined at 49 USC

5302(a)1, which is receiving federal assistance through the programs described at 49 USC 5307, 5309 or

5311.

2. Where the purchaser is a State and is FTA recipient or subgrantee of FTA recipient in accordance with

49 CFR 633.17, contractor shall provide the purchaser, FTA Administrator or his authorized

representatives, including any PMO Contractor, access to the Contractor's records and construction sites

pertaining to a major capital project, defined at 49 USC 5302(a)1, which is receiving federal assistance

through the programs described at 49 USC 5307, 5309 or 5311. By definition, a major capital project

excludes contracts of less than the simplified acquisition threshold currently set at $100,000.

3. Where purchaser enters into a negotiated contract for other than a small purchase or under the simplified

acquisition threshold and is an institution of higher education, a hospital or other non-profit organization

and is FTA recipient or subgrantee of FTA recipient in accordance with 49 CFR 19.48, contractor shall

provide the purchaser, FTA Administrator, the US Comptroller General or their authorized representatives

with access to any books, documents, papers and record of the contractor which are directly pertinent to

this contract for the purposes of making audits, examinations, excerpts and transcriptions.

4. Where purchaser is FTA recipient or subgrantee of FTA recipient in accordance with 49 USC 5325(a)

enters into a contract for a capital project or improvement (defined at 49 USC 5302(a)1) through other than

competitive bidding, the contractor shall make available records related to the contract to the purchaser, the

Secretary of USDOT and the Comptroller General or any authorized officer or employee of any of them for

the purposes of conducting an audit and inspection.

5. The contractor shall permit any of the foregoing parties to reproduce by any means whatsoever or to

copy excerpts and transcriptions as reasonably needed.

6. The contractor shall maintain all books, records, accounts and reports required under the contract for no

less than three years after the date of termination or expiration of this contract, except in the event of

litigation or settlement of claims arising from the performance of this contract, in which case contractor

agrees to maintain same until the purchaser, FTA Administrator, the Comptroller General, or any of their

duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related

thereto. Re: 49 CFR 18.39(i)(11).

7. FTA does not require the inclusion of these requirements in subcontracts.

12. Federal Changes - Contractor shall at all times comply with all applicable FTA regulations, policies,

procedures and directives, including without limitation those listed directly or by reference in the Master

Agreement between RGRTA and FTA, as they may be amended or promulgated from time to time during

the term of the contract. Contractor's failure to comply shall constitute a material breach of the contract.

13. Bonding Requirements

Bid Security Requirements – A Bid Security shall be issued by a qualified surety company acceptable to

RGRTA and listed as a company currently authorized under 31 CFR 223 as possessing a Certificate of

Authority as described hereunder. In submitting a proposal, the proposer agrees and understands that


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RGRTA reserves the right to reject any and all proposals, or part of any proposal, and it is agreed that the

proposal may not be withdrawn for a period designated by RGRTA subsequent to the due date, without

RGRTA’s written consent. Should the proposer withdraw the proposal without RGRTA’s consent, or

refuse or be unable to enter into a contract, or refuse or be unable to furnish adequate and acceptable

Performance Bonds or Labor & Material Payment Bonds or insurance, it shall forfeit the bid security to the

extent of RGRTA’s damages occasioned by such withdrawal or refusal or inability to enter into an

agreement or provide adequate security therefore. To the extent the defaulting proposer’s surety shall

prove inadequate to fully recompense RGRTA for the damages occasioned by default, the proposer shall

indemnify RGRTA and pay to RGRTA the difference between the bid security and RGRTA’s total

damages.

Performance & Payment Bonding Requirements (Construction) – The contractor shall be required to

obtain Performance & Payment Bonds as follows: The penal amount shall be 100% of the original contract

price unless RGRTA determines that a lesser amount is adequate for RGRTA’s protection. RGRTA shall

require additional protection if the contract price is increased. The increase in protection shall equal 100%

of the contract price increase.

Performance & Payment Bonding Requirements (Non-Construction) - The contractor is required to

obtain performance and payment bonds when necessary to protect RGRTA’s interest.

(a) The following situations may warrant a performance bond:

1. RGRTA property or funds are to be provided to the contractor for use in performing the contract or as

partial compensation (as in retention of salvaged material).

2. A contractor sells assets to or merges with another concern, and RGRTA, after recognizing the latter

concern as the successor in interest, desires assurance that it is financially capable.

3. Substantial progress payments are made before delivery of end items starts.

4. Contracts are for dismantling, demolition, or removal of improvements.

(b) When it is determined that a performance bond is required, the contractor shall be required to obtain

performance bonds as follows: The penal amount of performance bonds shall be 100% of the original

contract price unless RGRTA determines that a lesser amount is adequate for RGRTA’s protection.

RGRTA shall require additional protection if the contract price is increased. The increase in protection

shall equal 100% of the contract price increase.

(c) A payment bond is required only when a performance bond is required, and if the use of payment bond

is in RGRTA’s interest.

(d) When it is determined that a payment bond is required, the contractor shall be required to obtain

payment bonds as follows:

1. The penal amount of payment bonds shall equal:

(i) 50% of the contract price if the contract price is not more than $1 million;

(ii) 40% of the contract price if the contract price exceeds $1 million but is not more than $5 million; or

(iii) $2.5 million if the contract price is increased beyond $5 million.

Advance Payment Bonding Requirements - The contractor may be required to obtain an advance

payment bond if the contract contains an advance payment provision and a performance bond is not

furnished. RGRTA shall determine the amount of the advance payment bond necessary to protect RGRTA.

Patent Infringement Bonding Requirements (Patent Indemnity) - The contractor may be required to

obtain a patent indemnity bond if a performance bond is not furnished and the financial responsibility of the


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contractor is unknown or doubtful. RGRTA shall determine the amount of the patent indemnity to protect

RGRTA.

Warranty of the Work and Maintenance Bonds (1) The contractor warrants to RGRTA, the Architect and/or Engineer that all materials and equipment

furnished under this contract will be of highest quality and new unless otherwise specified by RGRTA, free

from faults and defects and in conformity with the contract documents. All work not so conforming to

these standards shall be considered defective. The contractor shall furnish satisfactory evidence as to the

kind and quality of materials and equipment, if required by RGRTA.

(2) Work furnished must be of first quality and the workmanship must be the best obtainable in the various

trades. The Work must be of safe, substantial and durable construction in all respects. The contractor

hereby guarantees the Work against defective materials or faulty workmanship for a minimum period of

one (1) year after final payment by RGRTA and shall replace or repair any defective materials or

equipment or faulty workmanship during the period of the guarantee at no cost to RGRTA. As additional

security for these guarantees, the contractor shall, prior to the release of final payment, furnish separate

Maintenance (or Guarantee) Bonds in form acceptable to RGRTA, written by the same corporate surety

that provides the Performance Bond and Labor & Material Payment Bond for this contract. These bonds

shall secure the contractor's obligation to replace or repair defective materials and faulty workmanship for a

minimum period of one (1) year after Final Payment and shall be written in an amount equal to one

hundred percent (100%) of the contract sum, as adjusted (if at all).

14. Clean Air -

(1) The contractor shall comply with all applicable standards, orders or regulations pursuant to the Clean

Air Act, 42 USC 7401 et seq. The contractor shall report each violation to RGRTA and understands and

agrees that RGRTA will, in turn, report each violation as required to FTA and the appropriate EPA

Regional Office. The contractor shall include these requirements in each subcontract exceeding $100,000

financed in whole or in part with FTA assistance.

(2) The contractor also agrees to include these requirements in each subcontract exceeding $100,000

financed in whole or in part with Federal assistance provided by FTA.

15. Recovered Materials - The contractor shall comply with all requirements of Sec. 6002 of the

Resource Conservation & Recovery Act, as amended (42 USC 6962, including the regulatory provisions of

40 CFR 247, and Executive Order 12873, as applied to the procurement of items designated in 40 CFR

247(b).

16. Davis-Bacon and Copeland Anti-Kickback Acts

(1) Minimum wages - (i) All laborers and mechanics employed or working upon the worksite (or under the

US Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the

project), will be paid unconditionally and not less often than once a week, and without subsequent

deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued

by USDOL under the Copeland Act (29 CFR 3)), the full amount of wages and bona fide fringe benefits (or

cash equivalents thereof) due at time of payment computed at rates not less than those contained in the

wage determination of USDOL which is attached hereto and made a part hereof, regardless of any

contractual relationship which may be alleged to exist between the contractor and such laborers and

mechanics.

Contributions made or costs reasonably anticipated for bona fide fringe benefits under sec. 1(b)(2) of the

Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or

mechanics, subject to the provisions of para. (1)(iv) of this section; also, regular contributions made or

costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or


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programs which cover the particular weekly period, are deemed to be constructively made or incurred

during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe

benefits on the wage determination for the classification of work actually performed, without regard to

skill, except as provided in 29 CFR 5.5(a)(4). Laborers or mechanics performing work in more than one

classification may be compensated at the rate specified for each classification for the time actually worked

therein,(including any additional classifications and wage rates conformed under para. (1)(ii) of this

section) provided the employer's payroll records accurately set forth the time spent in each classification in

which work is performed. The wage determination and the Davis-Bacon poster (WH-1321) shall be posted

at all times by the contractor and its subcontractors at the worksite in a prominent and accessible place

where it can be easily seen by the workers.

(ii)(A) The contracting officer shall require that any class of laborers or mechanics, including helpers,

which is not listed in the wage determination and which is to be employed under the contract shall be

classified in conformance with the wage determination. The contracting officer shall approve an additional

classification and wage rate and fringe benefits therefore only when the following criteria have been met:

(1) Except with respect to helpers as defined as 29 CFR 5.2(n)(4), the work to be performed by the

classification requested is not performed by a classification in the wage determination; and

(2) The classification is utilized in the area by the construction industry; and

(3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the

wage rates contained in the wage determination; and

(4) With respect to helpers as defined in 29 CFR 5.2(n)(4), such a classification prevails in the area in

which the work is performed.

(B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their

representatives, and the contracting officer agree on the classification and wage rate (including the amount

designated for fringe benefits where appropriate), a report of the action taken shall be sent by the

contracting officer to the Administrator of the Wage & Hour Division, Employment Standards

Administration, USDOL, Washington, DC 20210. The Administrator, or authorized representative, will

approve, modify, or disapprove every additional classification action within 30 days of receipt and so

advise the contracting officer or will notify the contracting officer within the 30-day period that additional

time is necessary.

(C) In the event the contractor, the laborers or mechanics to be employed in the classification or their

representatives, and the contracting officer do not agree on the proposed classification and wage rate

(including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer

the questions, including the views of all interested parties and the recommendation of the contracting

officer, to the Administrator for determination. The Administrator, or an authorized representative, will

issue a determination within 30 days of receipt and so advise the contracting officer or will notify the

contracting officer within the 30-day period that additional time is necessary.

(D) The wage rate (including fringe benefits where appropriate) determined pursuant to para. (a)(1)(ii) (B)

or (C) of this section, shall be paid to all workers performing work in the classification under this contract

from the first day on which work is performed in the classification.

(iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics

includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit

as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash

equivalent thereof.


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(iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider

as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing

bona fide fringe benefits under a plan or program, provided, that USDOL has found, upon the written

request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. USDOL

may require the contractor to set aside in a separate account assets for the meeting of obligations under the

plan or program.

(v)(A) The contracting officer shall require that any class of laborers or mechanics which is not listed in the

wage determination and which is to be employed under the contract shall be classified in conformance with

the wage determination. The contracting officer shall approve an additional classification and wage rate and

fringe benefits therefore only when the following criteria have been met:

(D) The wage rate (including fringe benefits where appropriate) determined pursuant to para. (a)(1)(ii) (B)

or (C) of this section, shall be paid to all workers performing work in the classification under this contract

from the first day on which work is performed in the classification.

(iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics

includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit

as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash

equivalent thereof.

(iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider

as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing

bona fide fringe benefits under a plan or program, provided USDOL has found, upon the written request of

the contractor, that the applicable standards of the Davis-Bacon Act have been met. USDOL may require

the contractor to set aside in a separate account assets for the meeting of obligations under the plan or

program.

(1) The work to be performed by the classification requested is not performed by a classification in the

wage determination; and

(2) The classification is utilized in the area by the construction industry; and

(3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the

wage rates contained in the wage determination.

(2) Withholding - RGRTA shall upon its own action or upon written request of an authorized USDOL

representative withhold or cause to be withheld from the contractor under this contract or any other Federal

contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon

prevailing wage requirements, which is held by the same prime contractor, so much of the accrued

payments or advances as may be considered necessary to pay laborers and mechanics, including

apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of

wages required by the contract. In the event of failure to pay any laborer or mechanic, including any

apprentice, trainee, or helper, employed or working on the site of the work (or under the US Housing Act of

1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the

wages required by the contract, RGRTA may, after written notice to the contractor, sponsor, applicant, or

owner, take such action as may be necessary to cause the suspension of any further payment, advance, or

guarantee of funds until such violations have ceased.

(3) Payrolls and Basic Records - (i) Payrolls and basic records relating thereto shall be maintained by the

contractor during the course of the work and preserved for a period of three years thereafter for all laborers


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and mechanics working at the site of the work (or under the US Housing Act of 1937, or under the Housing

Act of 1949, in the construction or development of the project). Such records shall contain the name,

address, and social security number of each such worker, his or her correct classification, hourly rates of

wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash

equivalents thereof of the types described in Sec. 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly

number of hours worked, deductions made and actual wages paid. Whenever USDOL has found under 29

CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably

anticipated in providing benefits under a plan or program described in Sec. 1(b)(2)(B) of the Davis-Bacon

Act, the contractor shall maintain records which show that the commitment to provide such benefits is

enforceable, that the plan or program is financially responsible, and that the plan or program has been

communicated in writing to the laborers or mechanics affected, and records which show the costs

anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or

trainees under approved programs shall maintain written evidence of the registration of apprenticeship

programs and certification of trainee programs, the registration of the apprentices and trainees, and the

ratios and wage rates prescribed in the applicable programs.

(ii)(A) For each week in which any contract work is performed, the contractor shall submit a copy of all

weekly payrolls to RGRTA. The payrolls submitted shall set out accurately and completely all information

required under 29 CFR 5. This information may be submitted in any form desired. Optional Form WH-347

is available for this purpose and may be purchased from the Supt. of Documents (Federal Stock Number

029-005-00014-1), US Govt. Printing Office, Washington, DC 20402. The prime contractor is responsible

for the submittal of copies of payrolls by all subcontractors.

(B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor

or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the

contract and shall certify the following:

(1) That the payroll for the payroll period contains all information required under 29 CFR 5 and that such

information is correct and complete;

(2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract

during the payroll period has been paid the full weekly wages earned, without rebate, either directly or

indirectly, and that no deductions have been made either directly or indirectly from the full wages earned,

other than permissible deductions as set forth in 29 CFR 3;

(3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits

or cash equivalents for the classification of work performed, as specified in the applicable wage

determination incorporated into the contract.

(C) The weekly submittal of a properly executed certification set forth on the reverse side of Optional Form

WH-347 shall satisfy the requirement for submittal of the "Statement of Compliance" required by para.

(a)(3)(ii)(B) of this section.

(D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil

or criminal prosecution under Sec. 18 USC 1001 and 31 USC 231.

(iii) The contractor or subcontractor shall make the records required under para. (a)(3)(i) of this section

available for inspection, copying, or transcription by authorized representatives of FTA or USDOL, and

shall permit such representatives to interview employees during working hours on the job. If a contractor or

subcontractor fails to submit the required records or to make them available, the Federal agency may, after

written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause

the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the


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required records upon request or to make such records available may be grounds for debarment pursuant to

29 CFR 5.12.

(4) Apprentices & Trainees - (i) Apprentices - Apprentices will be permitted to work at less than the

predetermined rate for the work they performed when they are employed pursuant to and individually

registered in a bona fide apprenticeship program registered with USDOL, Employment & Training

Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized

by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an

apprentice in such an apprenticeship program, who is not individually registered in the program, but who

has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where

appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of

apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio

permitted to the contractor as to the entire work force under the registered program. Any worker listed on a

payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be

paid not less than the applicable wage rate on the wage determination for the classification of work actually

performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted

under the registered program shall be paid not less than the applicable wage rate on the wage determination

for the work actually performed. Where a contractor is performing construction on a project in a locality

other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the

journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be

observed. Every apprentice must be paid at not less than the rate specified in the registered program for the

apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the

applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions

of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices

must be paid the full amount of fringe benefits listed on the wage determination for the applicable

classification. If the Administrator of the Wage & Hour Division of USDOL determines that a different

practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that

determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency

recognized by the Bureau, withdraws approval of an apprenticeship program, the contractor will no longer

be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed

until an acceptable program is approved.

(ii) Trainees - Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the

predetermined rate for the work performed unless they are employed pursuant to and individually

registered in a program which has received prior approval, evidenced by formal certification by the

USDOL, Employment & Training Administration. The ratio of trainees to journeymen on the job site shall

not be greater than permitted under the plan approved by the Employment & Training Administration.

Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level

of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage

determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee

program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of

fringe benefits listed on the wage determination unless the Administrator of the Wage & Hour Division

determines that there is an apprenticeship program associated with the corresponding journeyman wage rate

on the wage determination which provides for less than full fringe benefits for apprentices. Any employee

listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by

the Employment & Training Administration shall be paid not less than the applicable wage rate on the

wage determination for the classification of work actually performed. In addition, any trainee performing

work on the job site in excess of the ratio permitted under the registered program shall be paid not less than

the applicable wage rate on the wage determination for the work actually performed. In the event the

Employment & Training Administration withdraws approval of a training program, the contractor will no

longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed

until an acceptable program is approved.


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(iii) Equal employment opportunity - The utilization of apprentices, trainees and journeymen under this part

shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as

amended, and 29 CFR 30.

(5) Compliance with Copeland Act - The contractor shall comply with the requirements of 29 CFR 3,

which are incorporated by reference in this contract.

(6) Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses contained in

29 CFR 5.5(a)(1) through (10) and such other clauses as FTA may by appropriate instructions require, and

also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime

contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all

the contract clauses in 29 CFR 5.5.

(7) Contract Termination: Debarment - A breach of the contract clauses in 29 CFR 5.5 may be grounds

for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29

CFR 5.12.

(8) Compliance with Davis-Bacon and Related Acts - All rulings and interpretations of the Davis-Bacon

and Related Acts contained in 29 CFR 1, 3, and 5 are herein incorporated by reference in this contract.

(9) Disputes Concerning Labor Standards - Disputes arising out of the labor standards provisions of this

contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved

in accordance with the procedures of USDOL set forth in 29 CFR 5, 6, & 7. Disputes within the meaning of

this clause include disputes between the contractor (or any of its subcontractors) and the contracting

agency, the USDOL, or the employees or their representatives.

(10) Certification of Eligibility - (i) By entering into this contract, the contractor certifies that neither it

(nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm

ineligible to be awarded Government contracts by virtue of Sec. 3(a) of the Davis-Bacon Act or 29 CFR

5.12(a)(1).

(ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a

Government contract by virtue of Sec. 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1).

(iii) The penalty for making false statements is prescribed in 18 USC 1001.

17. Contract Work Hours & Safety Standards Act

(1) Overtime requirements - No contractor or subcontractor contracting for any part of the contract work

which may require or involve the employment of laborers or mechanics shall require or permit any such

laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of 40

hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one

and one-half times the basic rate of pay for all hours worked in excess of 40 hours in such workweek.

(2) Violation; liability for unpaid wages; liquidated damages - In the event of any violation of the clause

set forth in para. (1) of this section, contractor and any subcontractor responsible therefore shall be liable

for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the US for liquidated

damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic,

including watchmen and guards, employed in violation of the clause set forth in para. (1) of this section, in

the sum of $10 for each calendar day on which such individual was required or permitted to work in excess

of the standard workweek of 40 hours without payment of the overtime wages required by the clause set

forth in para. (1) of this section.


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(3) Withholding for unpaid wages and liquidated damages - RGRTA shall upon its own action or upon

written request of an authorized representative of USDOL withhold or cause to be withheld, from any

moneys payable on account of work performed by the contractor or subcontractor under any such contract

or any other Federal contract with the same prime contractor, or any other federally-assisted contract

subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor,

such sums as may be determined to be necessary to satisfy any liabilities of such contractor or

subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in para. (2) of

this section.

(4) Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses set forth in

this section and also a clause requiring the subcontractors to include these clauses in any lower tier

subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier

subcontractor with the clauses set forth in this section.

(Sec. 102 nonconstruction contracts should also have the following provision:)

(5) Payrolls and basic records - (i) Payrolls and basic records relating thereto shall be maintained by the

contractor during the course of the work and preserved for a period of three years thereafter for all laborers

and mechanics working at the site of the work (or under the US Housing Act of 1937, or under the Housing

Act of 1949, in the construction or development of the project). Such records shall contain the name,

address, and social security number of each such worker, his or her correct classification, hourly rates of

wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash

equivalents thereof of the types described in Sec. 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly

number of hours worked, deductions made and actual wages paid. Whenever USDOL has found under 29

CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably

anticipated in providing benefits under a plan or program described in Sec. 1(b)(2)(B) of the Davis-Bacon

Act, the contractor shall maintain records which show that the commitment to provide such benefits is

enforceable, that the plan or program is financially responsible, and that the plan or program has been

communicated in writing to the laborers or mechanics affected, and records which show the costs

anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or

trainees under approved programs shall maintain written evidence of the registration of apprenticeship

programs and certification of trainee programs, the registration of the apprentices and trainees, and the

ratios and wage rates prescribed in the applicable programs.

Sec. 107 (OSHA): (This section is applicable to construction contracts only)

Contract Work Hours & Safety Standards Act - (i) Contractor shall comply with Sec. 107 of the

Contract Work Hours & Safety Standards Act, 40 USC 333, and applicable USDOL regulations, "Safety

and Health Regulations for Construction" 29 CFR 1926. Contractor shall not require any laborer or

mechanic to work in unsanitary, hazardous, or dangerous surroundings or working conditions.

(ii)Subcontracts - The contractor also agrees to include the requirements of this section in each

subcontract. The term "subcontract" under this section is considered to refer to a person who agrees to

perform any part of the labor or material requirements of a contract for construction, alteration or repair. A

person who undertakes to perform a portion of a contract involving the furnishing of supplies or materials

will be considered a "subcontractor" under this section if the work in question involves the performance of

construction work and is to be performed: (1) directly on or near the construction site, or (2) by the

employer for the specific project on a customized basis. Thus, a supplier of materials which will become an

integral part of the construction is a "subcontractor" if the supplier fabricates or assembles the goods or

materials in question specifically for the construction project and the work involved may be said to be

construction activity. If the goods or materials in question are ordinarily sold to other customers from

regular inventory, the supplier is not a "subcontractor." The requirements of this section do not apply to


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contracts or subcontracts for the purchase of supplies or materials or articles normally available on the open

market.

18. (Reserved)

19. No Obligation by the Federal Government -

(1) RGRTA and the contractor acknowledge and agree that, notwithstanding any concurrence by the

Federal Government in or approval of the solicitation or award of the underlying contract, absent the

express written consent by the Federal Government, the Federal Government is not a party to this contract

and shall not be subject to any obligations or liabilities to RGRTA, the contractor, or any other party

(whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.

(2) The contractor shall include the above clause in each subcontract financed in whole or in part with FTA

assistance. The clause shall not be modified, except to identify the subcontractor which is subject to its

provisions.

20. Program Fraud and False or Fraudulent Statements or Related Acts - (1) The contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as

amended, 31 USC 3801 et seq. and USDOT regulations, "Program Fraud Civil Remedies," 49 CFR 31,

apply to its actions pertaining to this project. Upon execution of the underlying contract, the contractor

certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or

causes to be made, pertaining to the underlying contract or FTA assisted project for which this contract

work is being performed. In addition to other penalties that may be applicable, the contractor further

acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement,

submittal, or certification, the Federal Government reserves the right to impose the penalties of the Program

Fraud Civil Remedies Act of 1986 on the contractor to the extent the Federal Government deems

appropriate.

(2) If the contractor makes, or causes to be made, a false, fictitious, or fraudulent claim, statement,

submittal, or certification to the Federal Government under a contract connected with a project that is

financed in whole or in part with FTA assistance under the authority of 49 USC 5307, the Government

reserves the right to impose the penalties of 18 USC 1001 and 49 USC 5307(n)(1) on the Contractor, to the

extent the Federal Government deems appropriate.

(3) The contractor shall include the above two clauses in each subcontract financed in whole or in part with

FTA assistance. The clauses shall not be modified, except to identify the subcontractor who will be subject

to the provisions.

21. Termination

a. Termination for Convenience (General Provision) RGRTA may terminate this contract, in whole or in

part, at any time by written notice to the contractor when it is in the Government's best interest. The

contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the

time of termination. The contractor shall promptly submit its termination claim to grantee to be paid the

Contractor. If the contractor has any RGRTA property in its possession, the contractor will account for the

same, and dispose of it in the manner RGRTA directs.

b. Termination for Default [Breach or Cause] (General Provision) If the contractor does not deliver

supplies in accordance with the contract delivery schedule, or, if the contract is for services, the contractor

fails to perform in the manner called for in the contract, or if the contractor fails to comply with any other

provisions of the contract, RGRTA may terminate this contract for default. Termination shall be effected by

serving a notice of termination on the contractor setting forth the manner in which the contractor is in

default. The contractor shall only be paid the contract price for supplies delivered and accepted, or services

performed in accordance with the manner of performance set forth in the contract.


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If it is later determined by RGRTA that the contractor had an excusable reason for not performing, such as

a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor,

RGRTA, after setting up a new delivery of performance schedule, may allow the contractor to continue

work, or treat the termination as a termination for convenience.

c. Opportunity to Cure (General Provision) RGRTA in its sole discretion may, in the case of a

termination for breach or default, allow the contractor [an appropriately short period of time] in which to

cure the defect. In such case, the notice of termination shall state the time period in which cure is permitted

and other appropriate conditions

If contractor fails to remedy to grantee's satisfaction the breach or default or any of the terms, covenants, or

conditions of this Contract within [ten (10) days] after receipt by contractor or written notice from grantee

setting forth the nature of said breach or default, grantee shall have the right to terminate the Contract

without any further obligation to the contractor. Any such termination for default shall not in any way

operate to preclude grantee from also pursuing all available remedies against contractor and its sureties for

said breach or default.

d. Waiver of Remedies for any Breach In the event that grantee elects to waive its remedies for any

breach by contractor of any covenant, term or condition of this Contract, such waiver by grantee shall not

limit grantee's remedies for any succeeding breach of that or of any other term, covenant, or condition of

this Contract.

e. Termination for Convenience (Professional or Transit Service Contracts) RGRTA, by written

notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this

contract is terminated, the recipient shall be liable only for payment under the payment provisions of this

contract for services rendered before the effective date of termination.

f. Termination for Default (Supplies and Service) If the contractor fails to deliver supplies or to perform

the services within the time specified in this contract or any extension or if the contractor fails to comply

with any other provisions of this contract, RGRTA may terminate this contract for default. RGRTA shall

terminate by delivering to the contractor a Notice of Termination specifying the nature of the default. The

contractor will only be paid the contract price for supplies delivered and accepted, or services performed in

accordance with the manner or performance set forth in this contract.

If, after termination for failure to fulfill contract obligations, it is determined that the contractor was not in

default, the rights and obligations of the parties shall be the same as if the termination had been issued for

the convenience of the recipient.

g. Termination for Default (Transportation Services) If the contractor fails to pick up the commodities

or to perform the services, including delivery services, within the time specified in this contract or any

extension or if the contractor fails to comply with any other provisions of this contract, RGRTA may

terminate this contract for default. RGRTA shall terminate by delivering to the contractor a Notice of

Termination specifying the nature of default. The contractor will only be paid the contract price for services

performed in accordance with the manner of performance set forth in this contract.

If this contract is terminated while the contractor has possession of Recipient goods, the contractor shall,

upon direction of RGRTA, protect and preserve the goods until surrendered to the Recipient or its agent.

The contractor and grantee shall agree on payment for the preservation and protection of goods. Failure to

agree on an amount shall be resolved under the Dispute clause.


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the convenience of RGRTA.

h. Termination for Default (Construction) If the contractor refuses or fails to prosecute the work or any

separable part, with the diligence that will insure its completion within the time specified in this contract or

any extension or fails to complete the work within this time, or if the contractor fails to comply with any

other provisions of this contract, RGRTA may terminate this contract for default. RGRTA shall terminate

by delivering to the contractor a Notice of Termination specifying the nature of the default. In this event,

the recipient may take over the work and compete it by contract or otherwise, and may take possession of

and use any materials, appliances, and plant on the work site necessary for completing the work. The

contractor and its sureties shall be liable for any damage to the recipient resulting from the Contractor's

refusal or failure to complete the work within specified time, whether or not the Contractor's right to

proceed with the work is terminated. This liability includes any increased costs incurred by the recipient in

completing the work.

The contractor's right to proceed shall not be terminated nor the contractor charged with damages under this

clause if-

1. the delay in completing the work arises from unforeseeable causes beyond the control and without the

fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient,

acts of another contractor in the performance of a contract with the recipient, epidemics, quarantine

restrictions, strikes, freight embargoes; and

2. the contractor, within [10] days from the beginning of any delay, notifies RGRTA in writing of the

causes of delay. If in the judgment of RGRTA, the delay is excusable, the time for completing the work

shall be extended. The judgment of RGRTA shall be final and conclusive on the parties, but subject to

appeal under the Disputes clauses.

If, after termination of the Contractor's right to proceed, it is determined that the contractor was not in

default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the

termination had been issued for the convenience of the Recipient.

i. Termination for Convenience or Default (Architect & Engineering) RGRTA may terminate this

contract in whole or in part, for the Recipient's convenience or because of the failure of the contractor to

fulfill the contract obligations. RGRTA shall terminate by delivering to the contractor a Notice of

Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice,

the contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise),

and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries,

and other information and materials accumulated in performing this contract, whether completed or in

process.

If the termination is for the convenience of the Recipient, the Contracting Officer shall make an equitable

adjustment in the contract price but shall allow no anticipated profit on unperformed services.

If the termination is for failure of the contractor to fulfill the contract obligations, the Recipient may

complete the work by contact or otherwise and the contractor shall be liable for any additional cost incurred

by the Recipient.



the convenience of the Recipient.


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j. Termination for Convenience of Default (Cost-Type Contracts) RGRTA may terminate this contract,

or any portion of it, by serving a notice or termination on the contractor. The notice shall state whether the

termination is for convenience of RGRTA or for the default of the contractor. If the termination is for

default, the notice shall state the manner in which the contractor has failed to perform the requirements of

the contract. The contractor shall account for any property in its possession paid for from funds received

from RGRTA, or property supplied to the contractor by RGRTA. If the termination is for default, RGRTA

may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any,

of work performed up to the time of termination. The contractor shall promptly submit its termination claim

to RGRTA and the parties shall negotiate the termination settlement to be paid the contractor.

If the termination is for the convenience of RGRTA, the contractor shall be paid its contract close-out costs,

and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time

of termination.

If, after serving a notice of termination for default, RGRTA determines that the contractor has an excusable

reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the

control of the contractor, RGRTA, after setting up a new work schedule, may allow the contractor to

continue work, or treat the termination as a termination for convenience.

22. Certification Regarding, Suspension, and Other Responsibility Matters Lower Tier Covered Transactions (Third Party Contracts over $25,000).

Instructions for Certification

1. By signing and submitting this proposal, the prospective lower tier participant is providing the signed

certification as set out below.

2. The certification in this clause is a material representation of fact upon which reliance was placed when

this transaction was entered into. If it is later determined that the prospective lower tier participant

knowingly rendered an erroneous certification, in addition to other remedies available to the Federal

Government, grantee may pursue available remedies, including suspension and/or debarment.

3. The prospective lower tier participant shall provide immediate written notice to grantee if at any time the

prospective lower tier participant learns that its certification was erroneous when submitted or has become

erroneous by reason of changed circumstances.

4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction,"

"participant," "persons," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the

meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549

[49 CFR 29].

5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed

covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with

a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this

covered transaction, unless authorized in writing by grantee.

6. The prospective lower tier participant further agrees by submitting this proposal that it will include the

clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -

Lower Tier Covered Transaction", without modification, in all lower tier covered transactions and in all

solicitations for lower tier covered transactions.


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7. A participant in a covered transaction may rely upon a certification of a prospective participant in a

lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the

covered transaction, unless it knows that the certification is erroneous. A participant may decide the method

and frequency by which it determines the eligibility of its principals. Each participant may, but is not

required to, check the Nonprocurement List issued by US General Service Administration.

8. Nothing contained in the foregoing shall be construed to require establishment of system of records in

order to render in good faith the certification required by this clause. The knowledge and information of a

participant is not required to exceed that which is normally possessed by a prudent person in the ordinary

course of business dealings.

9. Except for transactions authorized under Para. 5 of these instructions, if a participant in a covered

transaction knowingly enters into a lower tier covered transaction with a person who is suspended,

debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to all

remedies available to the Federal Government, grantee may pursue available remedies including suspension

and/or debarment.

"Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -

Lower Tier Covered Transaction"

(1) The prospective lower tier participant certifies, by submittal of this proposal, that neither it nor its

"principals" [as defined at 49 CFR 29.105(p)] is presently debarred, suspended, proposed for debarment,

declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department

or agency.

(2) When the prospective lower tier participant is unable to certify to the statements in this certification,

such prospective participant shall attach an explanation to this proposal.

23. Contracts Involving Federal Privacy Act Requirements - The following requirements apply to the

contractor and its employees that administer any system of records on behalf of the Federal Government

under any contract:

(1) The contractor shall comply with, and assures the compliance of its employees with, the information

restrictions and other applicable requirements of the Privacy Act of 1974, 5 USC 552a. Among other

things, the contractor shall obtain the express consent of the Federal Government before the contractor or

its employees operate a system of records on behalf of the Federal Government. The contractor understands

that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act,

apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result

in termination of the underlying contract.

(2) The contractor shall also include these requirements in each subcontract to administer any system of

records on behalf of the Federal Government financed in whole or in part with FTA assistance.

24. Civil Rights - The following requirements apply to the underlying contract:

(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 USC 2000d,

Sec. 303 of the Age Discrimination Act of 1975, as amended, 42 USC 6102, Sec. 202 of the Americans

with Disabilities Act (ADA) of 1990, 42 USC 12132, & 49 USC 5332, Contractor shall not discriminate

against any employee or applicant for employment because of race, color, creed, national origin, sex, age,

or disability. Contractor shall also comply with applicable Federal implementing regulations and other

requirements FTA may issue.


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(2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to

the underlying contract:

(a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as

amended, 42 USC 2000e, and 49 USC 5332, the contractor shall comply with all applicable equal

employment opportunity requirements of USDOL regulations, "Office of Federal Contract Compliance

Programs, Equal Employment Opportunity, USDOL," 41 CFR 60 et seq., (which implement Executive

Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375,

"Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 USC 2000e note), and

with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the

future affect construction activities undertaken in the course of the project. The contractor shall take

affirmative action to ensure that applicants are employed, and that employees are treated during

employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall

include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or

recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection

for training, including apprenticeship. In addition, the contractor agrees to comply with any implementing

requirements FTA may issue.

(b) Age - In accordance with Sec. 4 of the Age Discrimination in Employment Act of 1967, as amended, 29

USC 623 and 49 USC 5332, the contractor shall refrain from discrimination against present and prospective

employees for reason of age. The contractor shall also comply with any implementing requirements FTA

may issue.

(c) Disabilities - In accordance with Sec. 102 of the Americans with Disabilities Act (ADA), as amended,

42 USC 12112, the contractor shall comply with the requirements of US Equal Employment Opportunity

Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with

Disabilities Act," 29 CFR 1630, pertaining to employment of persons with disabilities. The contractor shall

also comply with any implementing requirements FTA may issue.

(3) The contractor shall include these requirements in each subcontract financed in whole or in part with

FTA assistance, modified only if necessary to identify the affected parties.

25. Disputes - Disputes arising in the performance of this contract which are not resolved by agreement of

the parties shall be decided in writing by RGRTA’s authorized representative. This decision shall be final

and conclusive unless within ten days from the date of receipt of its copy, the contractor mails or otherwise

furnishes a written appeal to RGRTA’s CEO. In connection with any such appeal, the contractor shall be

afforded an opportunity to be heard and to offer evidence in support of its position. The decision of

RGRTA’s CEO shall be binding upon the contractor and the contractor shall abide by the decision.

Performance During Dispute - Unless otherwise directed by RGRTA, the contractor shall continue

performance under this contract while matters in dispute are being resolved.

Claims for Damages - Should either party to the contract suffer injury or damage to person or property

because of any act or omission of the party or of any of his employees, agents or others for whose acts he is

legally liable, a claim for damages therefore shall be made in writing to such other party within a

reasonable time after the first observance of such injury of damage.

Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in

question between RGRTA and the contractor arising out of or relating to this agreement or its breach will

be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within New

York State.


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Rights and Remedies - The duties and obligations imposed by the contract documents and the rights and

remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights

and remedies otherwise imposed or available by law. No action or failure to act by RGRTA, its agents or

contractor shall constitute a waiver of any right or duty afforded any of them under the contract, nor shall

any such action or failure to act constitute an approval of or acquiescence in any breach hereunder, except

as may be specifically agreed in writing.

26. Patent and Rights Data

A. Rights in Data - The following requirements apply to contracts involving experimental, developmental

or research work:

(1) The term "subject data" used in this clause means recorded information, whether or not copyrighted,

that is delivered or specified to be delivered under the contract. The term includes graphic or pictorial

delineation in media such as drawings or photographs; text in specifications or related performance or

design-type documents; machine forms such as punched cards, magnetic tape, or computer memory

printouts; and information retained in computer memory. Examples include, but are not limited to:

computer software, engineering drawings and associated lists, specifications, standards, process sheets,

manuals, technical reports, catalog item identifications, and related information. The term "subject data"

does not include financial reports, cost analyses, and similar information incidental to contract

administration.

(2) The following restrictions apply to all subject data first produced in the performance of the contract to

which this Attachment has been added:

(a) Except for its own internal use, RGRTA or contractor may not publish or reproduce subject data in

whole or in part, or in any manner or form, nor may the purchaser or contractor authorize others to do so,

without the written consent of the US Government, until such time as the US Government may have either

released or approved the release of such data to the public; this restriction on publication, however, does

not apply to any contract with an academic institution.

(b) In accordance with 49 CFR 18.34 and 49 CFR 19.36, the US Government reserves a royalty-free, non-

exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for

"US Government purposes," any subject data or copyright described in subsections (2)(b)1 and (2)(b)2 of

this clause below. As used in the previous sentence, "for US Government purposes," means use only for the

direct purposes of the Federal Government. Without the copyright owner's consent, the US Government

may not extend its Federal license to any other party.

1. Any subject data developed under that contract, whether or not a copyright has been obtained; and

2. Any rights of copyright purchased by the purchaser or contractor using FTA assistance in whole or in

part.

(c) When FTA awards assistance for experimental, developmental, or research work, it is FTA's general

intention to increase transportation knowledge available to the public, rather than to restrict the benefits

resulting from the work to participants in that work. Therefore, unless FTA determines otherwise, the

purchaser and the contractor performing experimental, developmental, or research work required by the

underlying contract to which this Attachment is added agrees to permit FTA to make available to the

public, either FTA's license in the copyright to any subject data developed in the course of that contract, or

a copy of the subject data first produced under the contract for which a copyright has not been obtained. If

the experimental, developmental, or research work, which is the subject of the underlying contract, is not

completed for any reason whatsoever, all data developed under that contract shall become subject data as

defined in subsection (a) of this clause and shall be delivered as the US Government may direct. This


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subsection (c), however, does not apply to adaptations of automatic data processing equipment or programs

for the purchaser or contractor's use whose costs are financed in whole or in part with FTA assistance

provided for transportation capital projects.

(d) Unless prohibited by state law, upon request by the US Government, the purchaser and the contractor

agree to indemnify, save, and hold harmless the US Government, its officers, agents, and employees acting

within the scope of their official duties against any liability, including costs and expenses, resulting from

any willful or intentional violation by the purchaser or contractor of proprietary rights, copyrights, or right

of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data

furnished under that contract. Neither the purchaser nor the contractor shall be required to indemnify the

US Government for any such liability arising out of the wrongful act of any employee, official, or agent of

the US Government.

(e) Nothing contained in this clause on rights in data shall imply a license to the US Government under any

patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal

Government under any patent.

(f) Data developed by the purchaser or contractor and financed entirely without using Federal assistance

that has been incorporated into work required by the underlying contract to which this Attachment has been

added is exempt from the requirements of subsections (b), (c), and (d) of this clause, provided that the

purchaser or contractor identifies that data in writing at the time of delivery of the contract work.

(g) Unless FTA determines otherwise, the contractor agrees to include these requirements in each

subcontract for experimental, developmental, or research work financed in whole or in part with Federal

assistance provided by FTA.

(3) Unless the Federal Government later makes a contrary determination in writing, irrespective of the

Contractor's status (i.e., a large business, small business, state government or state instrumentality, local

government, nonprofit organization, institution of higher education, individual, etc.), the Purchaser and the

contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due

the Federal Government as described in US Department of Commerce regulations, "Rights to Inventions

Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and

Cooperative Agreements," 37 CFR 401.

(4) The contractor shall include these requirements in each subcontract for experimental, developmental, or

research work financed in whole or in part with FTA assistance.

B. Patent Rights - These requirements apply to each contract involving experimental, developmental, or

research work:

(1) General - If any invention, improvement, or discovery is conceived or first actually reduced to practice

in the course of or under the contract to which this attachment has been added, and that invention,

improvement, or discovery is patentable under the laws of the US or any foreign country, RGRTA and the

contractor shall provide immediate notice and a detailed report to the FTA.

(2) Unless the US Government later makes a contrary determination in writing, irrespective of the

contractor's status (a large business, small business, state government or state instrumentality, local

government, nonprofit organization, institution of higher education, individual), the purchaser and the

contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due

the US Government as described in US Department of Commerce regulations, "Rights to Inventions Made

by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts & Cooperative

Agreements," 37 CFR 401.


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(3) The contractor shall include the requirements of this clause in each subcontract for experimental,

developmental, or research work financed in whole or in part with FTA assistance.

27. Transit Employee Protective Provisions. (1) The contractor shall comply with applicable transit

employee protective requirements as follows:

(a) General Transit Employee Protective Requirements - To the extent that FTA determines that transit

operations are involved, the contractor agrees to carry out the transit operations work on the underlying

contract in compliance with terms and conditions determined by USDOL to be fair and equitable to protect

the interests of employees employed under this contract and to meet the employee protective requirements

of 49 USC A 5333(b), and USDOL guidelines at 29 CFR 215, and any amendments thereto. These terms

and conditions are identified in the letter of certification from USDOL to FTA applicable to RGRTA's

project from which FTA assistance is provided to support work on the underlying contract. The contractor

agrees to carry out that work in compliance with the conditions stated in that USDOL letter. The

requirements of this subsection (1), however, do not apply to any contract financed with FTA assistance

either for projects for elderly individuals and individuals with disabilities authorized by 49 USC 5310(a)(2),

or for projects for nonurbanized areas authorized by 49 USC 5311. Alternate provisions for those projects

are set forth in subsections (b) and (c) of this clause.

(b) Transit Employee Protective Requirements for Projects Authorized by 49 USC 5310(a)(2) for Elderly

Individuals & Individuals with Disabilities - If the contract involves transit operations financed in whole or

in part with Federal assistance authorized by 49 USC 5310(a)(2), and if USDOT has determined or

determines in the future that the employee protective requirements of 49 USC 5333(b) are necessary or

appropriate for the state and the public body subrecipient for which work is performed on the underlying

contract, the contractor agrees to carry out the Project in compliance with the terms and conditions

determined by USDOL to meet the requirements of 49 USC 5333(b), USDOL guidelines at 29 CFR 215,

and any amendments thereto. These terms and conditions are identified in the USDOL's letter of

certification to FTA, the date of which is set forth in the Grant Agreement or Cooperative Agreement with

the state. The contractor shall perform transit operations in connection with the underlying contract in

compliance with the conditions stated in that USDOL letter.

(c) Transit Employee Protective Requirements for Projects Authorized by 49 USC 5311 in Nonurbanized

Areas - If the contract involves transit operations financed in whole or in part with FTA assistance

authorized by 49 USC 5311, the contractor shall comply with the terms and conditions of the Special

Warranty for the Nonurbanized Area Program agreed to by the USDOT and USDOL, dated May 31, 1979,

and the procedures implemented by USDOL or any revision thereto. The contractor shall also include any

applicable requirements in each subcontract involving transit operations financed in whole or in part with

FTA assistance.

28. Disadvantaged Business Enterprise (DBE) 49 CFR 26 -

(a) This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26,

Participation by Disadvantaged Business Enterprises in USDOT Financial Assistance Programs. The

national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. RGRTA’s overall

goal for DBE participation is 8%. A separate contract goal may be established for this procurement.

(b) The contractor, subgrantee or subcontractor shall not discriminate on the basis of race, color, national

origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of

49 CFR 26 in the award and administration of this contract. The contractor’s failure to carry out these

requirements is a material breach of this contract, which may result in the termination of this contract or

such other remedy as RGRTA deems appropriate. Each subcontract shall include the assurance in this

paragraph (see 49 CFR 26.13(b)).


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(c) Proposers shall document sufficient DBE participation to meet RGRTA’s goals or, alternatively, shall

document adequate good faith efforts to do so, as provided for in 49 CFR 26.53.

(d) The contractor shall pay all subcontractors performing work related to the contract for satisfactory

performance of that work no later than 30 days after the contractor’s receipt of payment for that work from

RGRTA. In addition, the contractor shall return any retainage payments to those subcontractors within 30

days after the subcontractor's work related to this contract is satisfactorily completed. If the contract

involves incremental retainage payments, the contractor shall return any retainage payments to those

subcontractors within 30 days after incremental acceptance of the subcontractor’s work by RGRTA and

contractor’s receipt of the partial retainage payment related to the subcontractor’s work..

(e) The contractor shall notify RGRTA within five (5) business days, whenever a DBE subcontractor

performing work related to this contract is terminated or fails to complete its work, and shall make good

faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The

contractor may not terminate any DBE subcontractor and perform that work through its own forces or those

of an affiliate without prior written consent of RGRTA.

29. State & Local Law Disclaimer - The use of many of the suggested clauses are not governed by

Federal law, but are significantly affected by State law. The language of the suggested clauses may need to

be modified depending on State law, and that before the suggested clauses are used in the contractor’s

procurement documents, the contractor should consult its attorney.

30. Incorporation of FTA Terms - The preceding provisions include, in part, certain Standard Terms &

Conditions required by USDOT, whether or not expressly set forth in the preceding contract provisions. All

USDOT-required contractual provisions, as set forth in FTA Circular 4220.1E, dated June 19, 2003, are

hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated

terms shall be deemed to control in the event of a conflict with other provisions contained in this contract.

The contractor shall not perform any act, fail to perform any act, or refuse to comply with any request that

would cause RGRTA to be in violation of FTA terms and conditions.

31. Drug & Alcohol Testing - RGRTA shall establish and implement a drug and alcohol testing program

complying with 49 CFR 653 & 654, produce any documentation necessary to establish its compliance with

49 CFR 653 & 654, and permit any authorized representative of USDOT or its operating administrations,

or the State of New York, to inspect the facilities and records associated with the implementation of the

drug and alcohol testing program as required under 49 CFR 653 and 654 and review the testing process.

RGRTA further agrees to annually certify compliance with 49 CFR 653 and 654 and to submit the

Management Information System (MIS) reports. To certify compliance the contractor shall use the

"Substance Abuse Certifications" in the "Annual List of Certifications & Assurances for FTA Grants &

Cooperative Agreements," published annually in the Federal Register.

32. Prohibition Against Exclusionary or Discriminatory Specifications – Apart from inconsistent

requirements imposed by Federal statute or regulations, the contractor shall comply with the requirements

of 49 USC 5323(h)(2) by refraining from using any FTA assistance to support procurements using

exclusionary or discriminatory specifications.

33. Conformance with ITS National Architecture – The contractor shall conform, to the extent

applicable, to the National Intelligent Transportation Standards architecture in compliance with Sec.

5206(e) of TEA-21, 23 USC 502 note, and with FHWA/FTA’s “Transportation Equity Act for the 21st

Century; Interim Guidance on Conformity with the National Intelligent Transportation Systems (ITS)

Architecture and Standards” 63 Federal Register 70443 et seq. Dec. 21, 1998, and other subsequent Federal

directives that may be issued.


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34. Access Requirements for Persons with Disabilities – The contractor shall comply with the

requirements of 49 USC 5301(d) which states the Federal policy that the elderly and persons with

disabilities have the same rights as other persons to use mass transportation service and facilities and that

special efforts shall be made in planning and designing those services and facilities to implement that

policy. The contractor shall also comply with all applicable requirements of Sec. 504 of the Rehabilitation

Act of 1973, as amended, 29 USC 794, which prohibits discrimination on the basis of handicaps, and the

Americans with Disabilities Act of 1990 (ADA), as amended, 42 USC 12101 et seq., which requires that

accessible facilities and services be made available to persons with disabilities, including any subsequent

amendments thereto.

35. Notification of Federal Participation – To the extent required by law, in the announcement of any

third party contract award for goods and services (including construction services) having an aggregate

value of $500,000 or more, the contractor shall specify the amount of Federal assistance to be used in

financing that acquisition of goods and services and to express that amount of Federal assistance as a

percentage of the total cost of the third party contract.

36. Interest of Members or Delegates to Congress - No members of, or delegates to, the US Congress

shall be admitted to any share or part of this contract nor to any benefit arising therefrom.

37. Equal Employment Opportunity (EEO) & Fair Employment Practices - During the performance

of this contract, the contractor agrees as follows:

The contractor shall not discriminate against any employee or applicant for employment because of race,

religion, color, age, marital status, disability, sex, or national origin. The contractor shall take affirmative

action to ensure that applicants are employed and that employees are treated during employment without

regard to their race, religion, color, age, marital status, disability, sex, or national origin. Such action shall

include, but not be limited to the following employment upgrading, demotion, or transfer; recruitment or

recruitment advertising; layoff or training, including apprenticeship. The contractor shall post in

conspicuous places, available to employees and applicants for employment, notices to be provided setting

forth the provisions of this nondiscrimination clause.

The contractor shall comply with Executive Order 11246, and unless otherwise exempt under the rules,

regulations, subject to EEO requirements as set forth in FPR 1-12.803.2, said clause being herewith

incorporated into this contract by reference. In support of RGRTA’s EEO Contract Compliance

Requirements, all proposals shall be accompanied by the following executed documents.

(1) Affidavit of Non-Discrimination

(2) Employer Information Report (EEO-1)

(3) Bidder/Proposer Policy Statement on Equal Employment

(4) Affirmative Action Questionnaire

The contractor for itself, its assignees and successors in interest agrees as follows:

Compliance Requirements - The contractor shall comply with the Regulations relative to non-

discrimination in Federally-assisted programs of USDOT, 49 CFR 21, as they may be amended

from time to time (hereinafter referred to as the Regulations), which are herein incorporated by

reference and made a part of this contract.

Non-Discrimination - During the performance of this contract, the contactor agrees as follows:


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(1) The contractor shall, in all solicitations or advertisements for employees placed by, or on

behalf of, the contractor, state that all qualified applicants will receive consideration for

employment without regard to race, religion, color, age, marital status, disability, sex, or

national origin.

(2) The contractor shall send to each labor union or representative or workers, with which it has

a collective bargaining agreement or other contract or understanding, a notice to be provided

advising the said labor union or workers’ representative of the contractor’s commitments

under this section, and shall post copies of the notice in conspicuous places available to

employees and applicants for employment.

(3) The contractor shall furnish all information and reports required by Executive Order 11246,

and by rules, regulations, and orders of the USDOL for purposes of investigation to ascertain

compliance with such rules, regulations, and orders.

(4) In the event of the contractor’s noncompliance with the nondiscrimination clauses of this

contract or with any of the said rules, regulations, or orders, this contract may be cancelled,

terminated, or suspended in whole or in part, and the contractor may be declared ineligible for

further federally-assisted contracts in accordance with procedures authorized in Executive Order

11246, and such other sanctions may be imposed and remedies invoked as provided in Executive

Order 11246, or by USDOL rule, regulations, or order, or as otherwise provided by law.

(5) The contractor shall include the portion of the sentence immediately preceding para. (1) and

the provisions of para. (1) through (6) in every subcontract or purchase order unless exempted by

USDOL rules, regulations or orders issued pursuant to Sec. 204 of Executive Order 11246, so that

such provisions will be binding upon each subcontractor or vendor.

(6) The contractor shall take such action with respect to any subcontract or purchase order as the

administering agency may direct as a means of enforcing such provisions, including sanctions for

noncompliance; provided, however, that in the event if a contractor becomes involved in, or is

threatened with, litigation with a subcontractor or vendor as a result of such direction by the

administering agency, the contractor may request the US Government to enter into such litigation

to protect the interest of the United States.

Incorporation of Provisions - The contractor shall include the provisions of para. (1-8) in every

subcontract, including procurements of materials and leases of equipment, unless exempt by

regulation, or directives issued pursuant thereto. The contractor shall take such action with respect

to any subcontract or procurements as RGRTA or FTA may direct as a means of enforcing such

provisions, including sanctions for noncompliance; provided, however, that in the event a

contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as

a result of such direction, the contractor may request RGRTA to enter into such litigation to protect

the interests of RGRTA and, in addition, the contractor may request the US Government to enter

into such litigation to protect the interests of the United States.

38. Affirmative Action/Equal Employment Opportunity Policy & Requirements It is the policy

of RGRTA and the USDOT that disadvantaged business enterprises, as defined in 49 CFR 26, shall have

the maximum opportunity to participate in the performance of contracts financed in whole or in part with

federal funds under this agreement. Consequently, the DBE requirements of 49 CFR 26 apply to this

agreement.

DBE Obligation RGRTA and its contractors shall ensure that DBEs as defined in 49 CFR 26 have the

maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or


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in part with federal funds provided under this agreement. In this regard, RGRTA and its contractors shall

take all necessary and reasonable steps in accordance with 49 CFR 26 to ensure that disadvantage business

enterprises have the maximum opportunity to compete for and perform contracts. RGRTA shall not

discriminate on the basis of race, color, religion, marital status, disability, age, national origin, or sex in the

award and performance of USDOT-assisted contracts.

During the performance of this contract, the contractor, for itself, its assignees, and successors in interest

agrees as follows:

a. Compliance with Regulations: The contractor shall comply with the regulations relative to non-

discrimination in federally-assisted programs of the USDOT, 49 CFR 21, as they may be amended

from time to time (hereinafter referred to as the Regulations), which are herein incorporated by

reference and made a part of this contract.

b. Solicitations for Subcontracts, Including Procurement of Materials and Equipment: In all solicitations

either by competitive bidding or negotiation made by the contractor for work to be performed under a

subcontract, including procurement of materials or leases of equipment, each potential subcontractor or

supplier shall be notified by the contractor of the contractor’s obligations under this contract and the

regulations relative to non-discrimination on the grounds of race, color, sex, marital status, disability,

age, or national origin.

Equal Employment Opportunity In connection with the execution of this contract, the contractor shall

ensure that applicants are employed, and that employees are treated during their employment, without

regard to their race, religion, marital status, age, disability, color, sex, or national origin. Such action shall

include, but not be limited to the following: employment, training, upgrading, demotion, or transfer;

recruitment advertising; layoff or termination; rates of pay, or other forms of compensation and selection of

training, including apprenticeship.

Disadvantaged Business Enterprise (DBE) In connection with the performance of this contract, the

contractor will cooperate with RGRTA in meeting its commitments and goals with regard to the maximum

utilization of DBEs and will use its best efforts to insure that DBEs shall have the maximum practicable

opportunity to compete for subcontracts under this contract.

The contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or

sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR

26 in the award and administration of USDOT-assisted contracts. Failure by the contractor to carry out

these requirements is a material breach of this contract, which may result in the termination of this contract

or such other remedy, as RGRTA deems appropriate.

RGRTA, in accordance with 49 CFR 26, Title VI of the Civil Rights Act of 1964 and 49 CFR 21, non-

discrimination in Federally-assisted programs issued pursuant to such Act, and Sec. 105 (F) of the Surface

Transportation Assistance Act of 1982 and Sec. 10g (c) of the Surface Transportation & Uniform

Relocation Assistance Act (STURAA) of 1987, hereby notifies all bidders that it shall affirmatively insure

that DBE’s will be afforded full opportunity to submit bids and will not be discriminated against on the

grounds of race, color, sex, national origin, marital status, religion, or age in consideration for an award.

Termination A prime contractor shall not terminate a DBE subcontractor for convenience and then

perform the work with its own forces or its affiliate's.

Prompt Payment Contractor agrees to pay each subcontractor and supplier under this contract for

satisfactory performance of its contract no later than thirty (30) calendar days from the date the contractor

receives payment from RGRTA. Contractor further agrees to return retainage payments to each

subcontractor within thirty (30) calendar days from the date of the satisfactory completion of the


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subcontractor’s work. Any delay or postponement of payment may occur only for good cause following

RGRTA’s written approval. This clause applies to both DBE and non-DBE subcontractors.

The term “Disadvantaged Business Enterprise (DBE)” as used in this program means a small business

concern (a) which is at least 51% owned and controlled by one or more of the presumptive group of

socially and economically disadvantaged individuals, or in the case of any publicly-owned business, at least

51% of the stock of which is owned and controlled by one or more socially and economically

disadvantaged individuals; and (b) whose management and daily business operations are controlled by one

or more of the socially and economically disadvantaged individuals who own it.

The term “Small Business Concern” as used in this program means a small business as defined pursuant

to Sec. 3 of the Small Business Act and relevant regulations promulgated pursuant thereto.

The term “Disadvantaged Person” as used in this program means “socially and economically

disadvantaged individuals, means those individuals who are citizens of the US (or lawfully admitted

permanent residents) and who are women; Black American (includes persons having origins in Mexico,

Puerto Rico, Cuba, Portugal, Central and South America, the Dominican Republic, or Iberian Peninsula;

Native Americans (includes persons who are American Indian, Eskimo, Aleut, and native Hawaiian) Asian

Pacific Americans (includes persons having origins in Japan, China, Taiwan, Korea, Vietnam, Laos,

Cambodia, the Philippines, Samoa, Guam, and US Trust Territories of the Pacific Islands and the Northern

Marinas); Asian-Indian Americans (includes persons whose origins are from India, Pakistan and

Bangladesh) and other minorities or individuals found to be disadvantaged by the Small Business

Administration pursuant to Sec. 8 (a) of the Small Business Act, as amended (15 USC 637 (a)).

The term “Social Disadvantage” as used in this program means a condition which is directly attributable

to a person’s color, national origin, gender, physical handicap, long-term residence in an environment

isolated from the mainstream of American society, or other similar cause beyond the individual’s control.

It is a condition which is rooted in treatment the individual has experienced in American society (not in

other countries) and which has negatively affected his or her entry into/advancement in the business world.

This condition must be chronic, long-standing, and substantial and must have been personally suffered by

the individual.

The term “Economic Disadvantage” as used in this program means a condition of socially-disadvantaged

individuals which impedes their ability to compete in the free enterprise system due to diminished capital

and credit opportunities as compared to others in the same or similar line of business and competitive

market area who are not socially disadvantaged.

The term “Owned and Controlled” as used in this program means a business that is (1) a sole

proprietorship legitimately owned by an individual who is disadvantaged, a minority, or a woman; (2) a

partnership of joint venture controlled by above persons and in which at least 51% of the beneficial

ownership interest is held by these persons; or (3) a corporation or other entity controlled by above persons

and in which at least 51% of the beneficial ownership interests legitimately are held by these persons; and

(4) a corporation or other entity in which the disadvantaged or women-participation extends to the

management and daily business operations insuring ownership and control.

The term “Joint Venture” as used in this program means an agreement between two (2) entities engaged

in a single specific business venture for joint profit. An association of two (2) or more businesses to carry

out a single business enterprise for profit in which they combine their property, efforts, skills, and

knowledge. This association is limited in scope and duration and not on a continuing or permanent basis

for conducting business. A Joint Venture cannot be certified as a DBE regardless of the percentage of DBE

participation. Only the partner firm that is owned and controlled by socially and economically

disadvantaged individuals and meet the eligibility standards set forth in this section can be certified as a


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DBE (as appropriate). The DBE partner must be responsible for a clearly defined portion of work to be

performed and shared in the ownership, control, management’s responsibilities, risks, and profits of the

joint venture. Only the DBE’s partner’s participation will be credited toward the DBE goal. Contract

awards to businesses that are joint ventures with DBE components shall be counted towards fulfilling

RGRTA’s DBE goal on the basis of percentage ownership for the eligible DBE in the joint venture. Where

DBE ownership is 51% or greater, 100% of the dollar value is counted. Each DBE partner in a joint

venture shall complete and submit all necessary ownership documentation and information which may be

requested in order to substantiate its eligibility as a bona fide DBE.

The term “Certification” used in this program means the process by which a business is determined to be a

bona fide DBE.

39. Ineligible Contractors and Subcontractors - Any name appearing upon the Comptroller General’s

list of ineligible contractors for federally financed and assisted contracts shall not be eligible to act as a

subcontractor for the contractor pursuant to this contract. If the contractor is on the Comptroller General’s

list of ineligible contractors for federally financed or assisted construction, RGRTA shall cancel, terminate

or suspend this contract.

40. Other Contract Requirements - To the extent consistent with the foregoing Federal requirements,

this contract shall also include those standard clauses attached hereto, and shall comply with RGRTA’s

Procurement Guidelines, available upon request from RGRTA.

41. Compliance With Federal Regulations - Any contract entered pursuant to this solicitation shall

contain the following provisions:

All USDOT-required contractual provisions, as set forth in FTA Circular 4220.1E, “Third Party

Contracting Requirements,” dated June 19, 2003, are incorporated by reference. Anything to the contrary

herein notwithstanding, FTA mandated terms shall control in the event of a conflict with other provisions

contained in this Agreement. Contractor shall not perform any act, fail to perform any act, or refuse to

comply with any grantee request that would cause RGRTA to be in violation of FTA terms and conditions.

Contractor shall comply with all applicable FTA regulations, policies, procedures and directives, including,

without limitation, those listed directly or incorporated by reference in the Master Agreement (Form FTA

MA(6) dated Oct. 1, 1999) between RGRTA and FTA, as may be amended or promulgated from time to

time during the term of this contract. Contractor’s failure to so comply shall constitute a material breach of

this contract.

42. Real Property - Any contract entered into shall contain the following provision:

Contractor shall at all times comply with all applicable statutes and USDOT regulations, policies,

procedures and directives governing the acquisition, use and disposal of real property, including, but not

limited to, 29 CFR 18.31, 49 CFR 24 Subpart B, FTA Circular 5010.1B (Grant Management Guidelines)

Chapter I-7(b), and FTA Master Agreement, Sec. 19 as they may be amended or promulgated during the

term of this contract. Contractor’s failure to so comply shall constitute a material breach of this contract.


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REQUIRED THIRD-PARTY CONTRACT CLAUSES

(excluding micro-purchases, except for construction contracts over $2,000)

REQUIREMENT COMMENTS MASTER

AGREEMENT REFERENCE

All FTA-Assisted Third-Party Contracts and Subcontracts

No Federal government obligations to third- parties by use of a disclaimer

§2.f

Program fraud and false or fraudulent statements and related acts

§3.f

Access to Records §15.t

Federal changes §2.c(1)

Civil Rights (EEO, Title VI & ADA) §12

Incorporation of FTA Terms Per FTA C 4220.1F §15.a

Energy Conservation §26

Awards Exceeding $10,000

Termination provisions 49 CFR Part 18 Not required of states §11

Awards Exceeding $25,000

Debarment and Suspension 2 CFR Parts 180 and 1200 §3.b

Awards Exceeding the Simplified Acquisition Threshold ($100,000)

Buy America When tangible property or construction will be acquired

§14.a

Provisions for resolution of disputes, breaches, or other litigation

§56

Awards Exceeding $100,000 by Statute

Lobbying §3.d

Clean Air §25.b

Clean Water §25.c

Transport of Property or Persons

Cargo Preference When acquiring property suitable for shipment by ocean vessel

§14.b

Fly America

When property or persons transported by air between U.S. and foreign destinations, or between foreign locations

§14.c

Construction Activities

Davis Bacon Act

Except for contracts <$2,000 or third party contracts for supplies, materials, or articles ordinarily available on the open market

§24.a


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REQUIRED THIRD-PARTY CONTRACT CLAUSES



AGREEMENT REFERENCE

Copeland Anti-Kickback Act

Section 1

Section 2 All Contracts >$2,000

§24.a

Contract Work Hours & Safety Standards Act Contracts >$100,000 §24.a

Bonding for construction activities exceeding $100,000

5% bid guarantee; 100% performance bond; and

Payment bond equal to:

50% for contracts < $1 M

40% for contracts > $1 M, but < $5 M

$2.5 M for contracts > $5 M Not required of states

§15.o(1)

Seismic Safety Contracts for construction of new buildings or additions to existing buildings

§23.e

Nonconstruction Activities

Nonconstruction Employee Protection (Contract Work Hours and Safety Standards Act)

Applicable to all turnkey, rolling stock and operational contracts (excluding contracts for transportation services) > $100,000

§24.b

Transit Operations

Transit Employee Protective Arrangements Applies to Section 5307, 5309, 5311 and 5316 projects

§24.d

Charter Service Operations §28

School Bus Operations §29

Drug and Alcohol Testing Safety sensitive functions. Applies to Section 5307, 5309 and 5311 projects

§32.b

Planning, Research, Development, and Documentation Projects

Patent Rights §17

Rights in Data and Copyrights §18

Miscellaneous Special Requirements

Disadvantaged Business Enterprises (DBEs) Contracts awarded on the basis of a bid or proposal offering to use DBEs §12.d

Prompt Payment and Return of Retainage Per 49 CFR Part 26, if grantee meets the threshold for a DBE program

§12.d

Recycled Products Contracts for items designated by EPA, when procuring $10,000 or more per year

§15.k

ADA Access Contracts for rolling stock or facilities construction/ renovation

§12.g

Assignability Clause Piggyback procurements §15.a

State Requirements

Special Notification Requirements for States §38


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REQUIRED CERTIFICATIONS, REPORTS, AND FORMS



AGREEMENT REFERENCE

Bus Testing Certification and Report Procurements of buses and modified mass produced vans

§15.n(4)

TVM Certifications Procurements of buses and modified mass produced vans

§12.d(1)

Buy America Certification Procurements of steel, iron or manufactured products > $100,000

§14.a

Pre-Award Audit Rolling stock procurements §15.n(3)

Pre-Award Buy America Certification Rolling stock procurements>$100,000 §15.n(3)

Pre-Award Purchaser’s Requirement Certification Rolling stock procurements §15.n(3)

Post-Delivery Audit Rolling stock procurements §15.n(3)

Post-Delivery Buy America Certification Rolling stock procurements >$100,000 §15.n(3)

Post-Delivery Purchaser’s Requirement Certification Rolling stock procurements §15.n(3)

On-Site Inspector’s Report

Rolling stock procurements for more than 10 vehicles for areas >200,000 in population and 20 for areas <200,000 in population

§15.n(3)

Federal Motor Vehicles Safety Standards Pre-Award and Post-Delivery Certification

Non-rail rolling stock procurements §15.n(3)

Excluded Parties Listing System search Procurements > $25,000 §3.b

Lobbying Certification Procurements > $100,000 §3.d(1)

Standard Form LLL and Quarterly Updates (when required)

Procurements > $100,000 where contractor engages in lobbying activities §3.d(1)


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OTHER REQUIRED ITEMS

REQUIREMENT COMMENTS FTA C 4220.1F

REFERENCES

Contract Administration System Ch. III, §3

Record of Procurement History Ch. III, §3.d(1)

Protest Procedures Ch. VII, §1

Selection Procedures Ch. III, §3d(1)(c)

Independent Cost Estimate Ch. VI, §6

Cost/Price Analysis Ch. VI, §6

Responsibility Determination Ch. VI, §8.b

Justification for Noncompetitive Awards If applicable Ch VI, §3.i(1)(b)

No excessive bonding requirements Ch. VI, §2.h(1)(f)

No exclusionary specifications Ch. VI, §2.a(4)

No geographic preferences Except for A&E services Ch. VI, §2.a(4)(g)

Evaluation of Options If applicable Ch. VI, §7.b

Exercise of Options Ch. V, §7.a


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APPLICABILITY OF THIRD-PARTY CONTRACT CLAUSES


CLAUSE

TYPE OF PROCUREMENT

Professional Services/A&E

Operations/ Management/ Subrecipients

Rolling Stock Purchase

Construction Materials & Supplies

No Federal government obligations to third-parties by use of a disclaimer

All All All All All

Program fraud and false or fraudulent statements and related acts

All All All All All

Access to Records All All All All All

Federal changes All All All All All

Civil Rights (EEO, Title VI & ADA)

All All All All All

Incorporation of FTA Terms All All All All All

Energy Conservation All All All All All

Termination Provisions (not required of states)

>$10,000 >$10,000 >$10,000 >$10,000 >$10,000

Debarment and Suspension >$25,000 >$25,000 >$25,000 >$25,000 >$25,000

Buy America

>$100,000 >$100,000

>$100,000 (for steel, iron, manufactured

products)

Provisions for resolution of disputes, breaches, or other litigation

>$100,000 >$100,000 >$100,000 >$100,000 >$100,000

Lobbying >$100,000 >$100,000 >$100,000 >$100,000 >$100,000

Clean Air >$100,000 >$100,000 >$100,000 >$100,000 >$100,000

Clean Water >$100,000 >$100,000 >$100,000 >$100,000 >$100,000

Cargo Preference

Involving property that

may be transported by ocean vessel





Fly America

Involving foreign

transport or travel by air

Involving foreign


Involving foreign


Involving foreign


Involving foreign


Davis Bacon Act >$2,000

(including ferry vessels)

Copeland Anti-Kickback Act Section 1

Section 2

All

>$2,000 (including ferry

vessels)


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APPLICABILITY OF THIRD-PARTY CONTRACT CLAUSES


CLAUSE

TYPE OF PROCUREMENT

Professional Services/A&E

Operations/ Management/ Subrecipients

Rolling Stock Purchase

Construction Materials & Supplies

Contract Work Hours & Safety Standards Act

>$100,000 >$100,000

>$100,000 (including ferry

vessels)

Bonding (not required of states) >$100,000

(including ferry vessels)

Seismic Safety A&E for new

buildings &additions

New buildings &additions

Transit Employee Protective Arrangements

Transit operations

funded with Section 5307, 5309, 5311 or 5316 funds

Charter Service Operations All

School Bus Operations All

Drug and Alcohol Testing

Transit operations funded with

Section 5307, 5309 or 5311

funds

Patent Rights Research

&development

Rights in Data and Copyrights requirements

Research &development

Disadvantaged Business Enterprises (DBEs)

All All All All All

Prompt Payment

All if threshold for DBE

program met


program met


program met


program met


program met

Recycled Products

Contracts for items

designated by EPA, when procuring

$10,000 or more per year

Contracts for items



Contracts for items



ADA Access A&E All All All

Special Notification Requirements for States

Limited to states

Limited to states

Limited to states

Limited to states

Limited to states


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APPENDIX C: CONTRACT ADMINISTRATION PROCEDURES

CONTRACT ADMINISTRATION SYSTEM

Any contract involving the expenditure of public funds is subject to review/audit during and after

performance to ensure that, at the very broadest level, the Government got what it paid for. This concept

means that, at the contract administration level, the file (standing alone and without need of interpretation

or augmentation of the contract administrator or other staff element) should demonstrate that the

Procurement Officer and the contractor have complied with the terms of the contract (i.e., bonds have been

submitted, contractual issues requiring the approval of the contracting officer have been submitted and

approved, requests for payment have been submitted, reviewed, approved, and processed, etc.) and that

contractual and administrative issues in dispute have been addressed and settled in accordance with good

administrative practice and sound business judgment.

I. Project Initiation

Proper actions taken immediately after contract award can be critical to the success of the project.

The first step to be taken by RGRTA will be to designate a Contract Administrator or Project

Manager for each project involving a contract. This individual will be the primary contract with

the contractor and is the only individual who, with proper consents and documentation, can

authorize changes to the contract. In most cases, this individual will be the staff member who lead

the procurement process for the project.

II. Monitoring Contractor Progress

The RGRTA Contract Administrator/Project Manager shall establish frequent and direct

communications with the Contractor. For complex projects and/or projects which require more

extensive periods of time to complete, RGRTA may establish regular progress meetings with

RGRTA and the Contractor; such meetings will assist in identifying and correcting problems as

they arise.

If a cost reimbursement or progress payment form of contract is used, the Congress

Administrator/Project Manager shall monitor contractor progress to ensure that the maximum

allowable contract amount is not exceeded and that funds are not paid to the contractor in an

amount greater than either the percentage of work completed or actual costs incurred.

RGRTA shall require two types of reports from contractors, both of which will be reviewed by the

Contract Officer:

Cost Control Report

Monthly progress report. This report should contain the status of the contractor’s work and

any problems or delays perceived by the contractor to completing the project on schedule

and/or within budget.

III. Process Payments

When contractor invoices are submitted to RGRTA, the Contract Administrator or Project Manager

shall compare the invoices to the Contract Document to ensure compliance with the price

information outlined in the contract.

IV. Modifying An Existing Contract

While FTA allows for contract terms up to 5 years in duration, RGRTA will typically structure

contracts for significant on-going services with a base term and options to extend for additional


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terms (e.g., one-year base with four additional one-year options, three-year base with two

additional one-year options, etc.). Occasionally, additional funding will be needed which exceeds

the amount of the originally awarded funding amount of the contract. The following represent

various modification scenarios and related documentation requirements:

1. Modification to extend term (where options to extend are in original contract)

Two copies of Renewal Request signed by vendor and RGRTA CEO.

2. Modification to extend term (where options to extend are not in original contract)

Two copies of Renewal Request signed by vendor and RGRTA CEO.

Sole source justification

Board of Commissioners Approval

3. Additional funding needed for work within the scope of a requirements contract and within

the original term of the contract

Board of Commissioners Approval

4. Increased scope of Work

Sole Source justification

Changes in Contract

Change Orders are agreements between the Authority and the vendor pursuant to which the scope

of the services being rendered by the vendor is changed and, when appropriate, the amount to be

paid to the Vendor also changes. Change Orders are permitted subject to the following.

Cardinal Changes

1. Cardinal Change means a significant change in contract work (property or services) that

causes a major deviation from the original purpose of the work or the intended method of

achievement, or a revision of contract work so extensive, significant, or cumulative that, in

effect, the Vendor is required to perform very different work from that described in the

original contract. Such practices are sometimes informally referred to as “tag-on.”

Examples:

a. Cardinal Changes - A change from a high-floor to a low-floor vehicle; a change in

the engine (depending on whether a compatible replacement could be obtained

through competition); or an extension of the contract term length agreed to after the

Authority has awarded the third party contract.

2. Not Cardinal Changes - Changes to seating, fabrics, and colors, exterior paint schemes,

signage, and floor covering, and other similar changes. A change within the scope of the

contract (sometimes referred to as an “in-scope” change) is not a “tag-on” or cardinal

change.

3. Any Cardinal Change to a contract shall be considered a new procurement and must

comply with all requirements under this Policy and Procedure as if it were a new

procurement. In determining whether a proposed change is a “Cardinal Change,” the

Authority shall consider the following factors.


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a. Changes in quantity or an “out-of-scope” change – Is the change just making a

minor adjustment which was contemplated fairly and reasonably by the parties

when then entered into the contract?

b. The nature and extent to the new work to be performed.

c. The amount of effort involved

d. Whether the change was originally contemplated at the time the original contract

was entered into.

e. The cumulative impact on the contract’s quantity, quality, costs and delivery terms.

Cost and Price Analysis Requirement

Circular 4220.1F states that “grantees must perform a cost or price analysis in connection with every

procurement action, including contract modifications.”

V. Terminating A Contract

Termination for Convenience

Termination for Default/Clause

VI. Contract Closeout

When the contracted services have been adequately performed and all invoices have been paid

under the contract, the contract will be closed out. Project Managers should submit a completed

Contract Closeout Memorandum to the Procurement Department. The Procurement Department

will change the status of the contract to “closed.” The contract file located in the Procurement

Department files will be removed from the active file section to the inactive section.

Documentation Relating to Contract Close-Out

A completed contract is one that is both physically and administratively complete. A contract is

physically complete only after all deliverable items and services called for under the contract have

been delivered and accepted by the grantee. These deliverable items include such things as reports,

spare parts, warranty documents, and proof of insurance (where required by the contract terms).

These deliverable items may or may not have been priced as discrete pay items in the contract, but

they are required deliverables, and the contract is not physically complete until all deliverables are

made. A contract is administratively complete when all payments have been made and all

administrative actions accomplished. The steps that must be completed to close out a contract will

depend upon the type and/or nature of the contract.

Routine commodity procurements – The closeout of routine purchase orders and contracts for

commodities and other commercial products is usually a straightforward and uncomplicated

process. The procurement person responsible for closeout will need to ensure that his end item

user has inspected and accepted the deliverable items as being in conformance with the purchase

order/contract specifications. An inspection/acceptance form should be in the file attesting to the

contractor’s delivery of all contract end items, including any descriptive literature or warranty

documentation. There must also be documentation attesting to final payment by the accounts

payable department.

Non-routine contracts for services, construction, rolling stock, etc. – Contracts for personal

services, complex equipment, construction, and other one-of-kind items will require a number of

steps to effect an administrative closeout. Major elements of the closeout process, and related

documentation, might include:


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a) Resolution of all contract changes, claims, and final quantities delivered.

b) Determination/recovery of liquidated damages.

c) Review of the insurance claim file by counsel/insurance specialist to determine if funds need to

be withheld from final payment to cover unsettled claims against the contractor.

d) Settlement of all subcontracts by prime contractor.

e) Performance of all inspections (and acceptance tests if any) by the grantee’s project

management office, with appropriate documentation.

f) Conduct of a cost audit for cost-reimbursement contracts and resolve questioned costs, if any.

g) Generation of a Contractor Performance Report. See Best Practice below.

h) The submittal of all required documentation by the Contractor, including such items as:

Final reports

Final payroll records and wage rate certifications

Spare parts list

Manufacturer’s Warranties and Guarantees

Final corrected shop drawings

Operation and maintenance manuals

Catalogues and brochures

Invention disclosure (if applicable)

Federally-owned property report (if there was Government-furnished property)

Resolution of final quantities (construction contracts)

Final invoice

Consent of Surety to release final payment to Contractor

Contractor’s Affidavit of Release of Liens

Contractor’s General Release (releasing the grantee from any further liabilities/claims

under the contract)

Maintenance Bond (if required)

i) Conduct a Post-delivery Audit for rolling stock contracts as required by 49 CFR Part 663 –

Pre-award and Post delivery Audits of Rolling Stock Purchases.

VII. Standard Contract Administration Functions

Responsibilities of the Contract Administration function include, to the extent they apply to

individual contracts, include:


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(1) Review contractors’ compensation structures.

(2) Review contractors’ insurance coverage.

(3) Conduct post-award orientation conferences.

(4) Review and evaluate contractors' proposals and, when negotiation will be accomplished by the

contracting officer, furnish comments and recommendations to that officer.

(5) Determine the allow-ability of costs suspended or disapproved, direct the suspension or

disapproval of costs when there is reason to believe they should be suspended or disapproved,

and approve final vouchers.

(6) Issue Notices of Intent to Disallow or Not Recognize Costs.

(7) Attempt to resolve issues , prepare findings of fact and issue decisions under the Disputes

clause on matters in which the administrative contracting officer (ACO) has the authority to

take definitive action.

(8) Review and approve or disapprove the contractor's requests for payments under the progress

payments or performance-based payments clauses.

(9) Ensure timely notification by the contractor of any anticipated overrun or under-run of the

estimated cost under cost-reimbursement contracts.

(10) Monitor the contractor's financial condition and advise the contracting officer when it

jeopardizes contract performance.

(11) Track any limitations (quarterly, etc.) on payments and recover overpayments from contractor.

(12) Issue tax exemption forms, upon request from contractors.

(13) Issue work requests under maintenance, overhaul, and modification contracts.

(14) Negotiate prices and execute supplemental agreements for spare parts and other items selected

through provisioning procedures when prescribed by agency acquisition regulations.

(15) Negotiate and execute contractual documents for settlement of partial and complete contract

terminations for convenience.

(16) Negotiate and execute contractual documents settling cancellation charges under multiyear

contracts.

(17) In facilities contracts--

(i) Evaluate the contractor's requests for facilities and for changes to existing facilities and

provide appropriate recommendations to the contracting officer;

(ii) Ensure required screening of facility items before acquisition by the contractor;


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(iii) Approve use of facilities on a noninterference basis; and

(iv) Ensure payment by the contractor of any rental due.

(18) Monitor contractor industrial labor relations matters under the contract; apprise the

Procurement Officer and, if designated by the agency, the appropriate labor relations advisor,

of actual or potential labor disputes; and coordinate the removal of urgently required material

from the strikebound contractor's plant upon instruction from, and authorization of, the

contracting officer.

(19) Ensure contractor compliance with contractual quality assurance requirements.

(20) Ensure contractor compliance with contractual safety requirements.

(21) Perform engineering surveillance to assess compliance with contractual terms for schedule,

cost, and technical performance in the areas of design, development, and production.

(22) Report any inadequacies noted in specifications.

(23) Review, approve or disapprove, and maintain surveillance of the contractor's purchasing

system.

(24) Consent to the placement of subcontracts.

(25) Review, evaluate, and approve disadvantaged and women-owned business subcontracting

plans.

(26) Obtain the contractor's currently approved plan for disadvantaged and women-owned

business subcontracting, or, if there is no currently approved plan, assist in developing such a

plan.

(27) By periodic surveillance, ensure contractors’ compliance with disadvantaged and women-

owned business subcontracting plans, and maintain documentation of the contractor's

performance under, and compliance with, these plans and requirements; and provide advice

and assistance to the firms involved, as appropriate.

(28) Assign and perform supporting contract administration.

(29) Ensure timely submission of required reports.

(30) Cancel unilateral purchase orders when notified of non-acceptance by the contractor..

(31) Accomplish administrative closeout procedures.

(32) Determine that the contractor has a drug-free workplace program and drug-free awareness

program.

(33) Monitor contractors’ compliance with the requirements of environmental laws including the

Resource Conservation and Recovery Act (RCRA) (42 U.S.C. 6901, et seq.) and other

environmental requirements as specified in the contract.


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(34) Verification of contractor compliance with specifications requiring the use of environmentally

preferable and energy-efficient materials and the use of materials or delivery of end items with

the specified recovered material content. This shall occur as part of the quality assurance

procedures set forth in Part 46.

VIII. Contract Administration Documents

Documents resulting as part of Contract Administration include, but are not limited to, the

following:

(1) Approvals or disapprovals of contract submittals required by the contract and requests for

waivers or deviations from contractual requirements;

(2) Modifications/changes to the contracts including the rationale for the change, change orders

issued, and documentation reflecting any time and or increases to or decreases from the

contract price as a result of those modifications;

(3) Documentation regarding settlement of claims and disputes including, as appropriate, results

of audit and legal reviews of the claims and approval by the proper authority (i.e., city

council, board of directors, executive director) of the settlement amount;

(4) Documentation regarding stop work and suspension of work orders and termination actions

(convenience as well as default); and

Best Practices Information

Establishing That a Contract Is Completed – It is generally the responsibility of the Project Manager (PM)

to establish that the work under a contract has been completed and the contract is ready for closeout. When

the PM determines that the work is complete, the PM should prepare a checklist showing all the contract

deliverables and submittals, and indicating on the checklist that all submittals and deliverables have been

reviewed, inspected and accepted. The PM should notify the contract administrator by memorandum that

the contract is complete and all required deliverables have been inspected and accepted.

Contract Closeout Checklist – The PM or contract administrator should have a contract closeout checklist,

listing all the administrative steps required to close out a contract. The checklist is an extremely useful tool

for the contract administrator or project manager who is responsible for contract closeout. Given the

different requirements for the various contracting situations, grantees may wish to have different checklists

for different types of contracts; e.g., commodities, services, construction, cost-type contracts, etc.

Contractor Performance Report – Documentation of a contractor’s performance for future source selection

decisions is an option that grantees should consider for certain types of procurements such as professional

services, complex equipment, construction, etc. These performance reports can be an important reference

point for future source-selection decisions. If the grantee chooses to document a contractor’s performance,

input to the report should be received from the technical office, contracting office, disadvantaged business

office (if contract contained DBE requirements) and end users of the product or service (if appropriate).

Contractors should be furnished with the report and given an opportunity to submit comments, rebutting

statements or additional information. The Contractor’s comments should be retained in the report file. It

would be advisable to have a review level above the grantee Procurement Officer to consider disagreements

between the parties regarding the evaluation. However, final decision on the content of the report must rest

with the grantee. Copies of the final evaluation should be furnished to the Contractor. Grantees should have

a time limit on the retention of these reports.1

1 - The Federal policy is to retain these reports for not more than three years [FAR Part 42.1503(e)].


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Review by legal counsel – For procurements involving services, construction, and larger dollar value

equipment purchases, grantees may wish to have their legal counsel review the closeout file to ensure the

adequacy of the contractor’s legal documents, including the contractor’s general release, insurance

certificates, surety’s release, maintenance bonds, etc.

Proof of insurance coverage – For all contracts requiring the Contractor to maintain insurance for its

products or services (e.g., professional liability or product liability insurance), the contract administrator

should obtain proof of insurance from the Contractor as part of the closeout process. This documentation

should be submitted to the grantee’s Insurance Department for approval prior to final payment of the

Contractor. The Insurance Department will be required to maintain these documents as “active” files until

such time as the insurance requirement ceases under the terms and conditions of the contract; i.e., these

insurance terms will continue past (survive) the final contract payment.

Final payment – The contract administrator (CA) must be sure that all administrative steps have been

accomplished prior to final payment. Contract administrators should make use of a contract closeout

checklist to the extent that the Program Manager’s checklist does not cover everything in the closeout

process (e.g., the contract administrator may have certain areas of concern not assigned to the Program

Manager). The CA must ensure that all required inspections have been performed by the technical program

office, and a memorandum has been received from the project manager certifying to the satisfactory

completion of the contract, which includes all required documentation from the Contractor, before they

authorize final payment or the release of any funds being retained under the contract. Contract

administrators need to pay careful attention to those types of documents that are notoriously problematic,

such as warranties. In fact, grantees may wish to consider making these warranty documents a pay item in

their contracts when the contract pay items are being established, so that the Contractor will be motivated

to deliver the documents in a timely manner, and there will be no dispute as to the proper amount that

should be paid for these items.

Contractor’s General Release – As part of the contract closeout process, the contract administrator must

send the Contractor a closeout letter that includes the Contractor’s “general release.” This document must

be a standard statement prepared by the grantee’s legal counsel for use on all of the grantee’s contracts.

The release will say that for the payment of a sum certain, which is the final contract amount agreed to by

both parties, the Contractor releases the grantee from any and all claims of every kind arising directly or

indirectly out of the contract. The release may also contain a certification that the contractor has paid its

subcontractors and suppliers for all their labor, materials, services, etc. furnished under the contract. The

release is to be signed by a corporate official authorized to bind the Contractor. The general release is

important to obtain prior to final payment because it assures the grantee that there will be no further claims

from the Contractor once the final payment has been made. The grantee should have the release reviewed

by its legal counsel if the Contractor makes any changes to the grantee’s standard release language that was

sent to the Contractor for signature. Of course it will be necessary for the grantee and the Contractor to

have resolved all open issues of a financial nature prior to the execution of the release (change orders,

claims, liquidated damages, etc.), and this resolution of all outstanding claims is an important step in the

contract closeout process.

Retainage and the problem of contractors who quit work – Occasionally a construction contractor may

“walk away” from a project that is almost complete, refusing to sign a general release and forgoing final

payment. This situation may occur when the contractor lacks sufficient financial incentive to complete the

contract; e.g., if the “punch list” is large and there is very little money left in retainage, the contractor may

profit by refusing to correct the punch list items and leave the retainage with the grantee. Or the contractor

may have been awarded another contract which requires the reassignment of his personnel to another job.

Whatever the reason, the grantee should anticipate this possibility by carefully estimating the amount of

retainage in such a way that it represents twice the amount of the punch list work and undelivered items


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(manuals, drawings, spare parts, etc.). By establishing the retainage in this way, the contractor is

motivated to complete the contract, because the contractor will actually receive twice the amount of money

that it takes to finish the work. In other words, the contractor is given a strong incentive to complete the

contract. When all else fails, the grantee should definitely involve the surety in the issue of unfinished

work (even if the amount of work is relatively small) because the contractor’s relationship with its surety is

a vital one for its future business. If the contractor loses the confidence of its surety, it is effectively

foreclosing on its ability to bid on future work requiring performance bonds.

Warranty and Guarantee Register – The contract specifications may require that individual warranties or

guarantees be furnished for various installed equipment or building systems. For each completed contract

requiring warranties, the contract administrator should develop a Warranty and Guarantee Register, which

is a status form listing:

each individual item of equipment and system for which a warranty or guarantee is specified

(roofing, doors, sealants, etc.);

the pertinent section in the contract specification;

the name of the company providing the warranty;

the expiration date of the warranty; and

the address of the providing company

An example of a Warranty and Guarantee Register. The Warranty and Guarantee Register will enable the

grantee to monitor upcoming warranty expirations so that the equipment or building system can be

inspected before the expiration date, and corrective actions taken by the Contractor if required.

PROCUREMENT REPORTING

(A) Annual Reporting Requirements (i) The Procurement and Grants Administration Department shall ensure that on an

annual basis, the Authority shall prepare, approve and make publicly available, a

report summarizing the Authority's procurement activity for the period of the

report. The report shall include a listing of all multi-year procurements, the

associated project name, resolution number, duration in years, renewal terms,

vendor name and fiscal year expense.

(ii) On an annual basis the Office of General Counsel shall prepare and submit for

Board approval a report on Procurement Contracts. This report shall include a copy

of the existing guidelines, an explanation of the guidelines and any amendments

thereto since the last annual report. This report may be made a part of any other

report that the Authority is required to make.

(iii) This information shall be submitted annually to the New York State Division of

Budget, and copies thereof to the New York State Department of Audit and

Control, the Senate Finance Committee and the Assembly Ways and Means

Committee.

(B) Monthly Reporting

Monthly a report is provided to the Board of Commissioners identifying all procurements

of $25,000 or greater and less than $75,000.


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PROCUREMENT PROTOCOL

The primary objective of procurement is to ensure and foster economy, efficiency and

effectiveness in the acquisition of goods and services. To achieve these goals it is essential that all

of the participants in the procurement process have a clear understanding of their roles and

responsibilities. Set forth in this Article is a general outline of the various departmental functions

to be fulfilled in the procurement process. It is anticipated that the Authority Staff will develop a

comprehensive written procurement systems manual based on these concepts.

(A) Procurement Department

(i) The Procurement and Grants Administration Department shall be responsible for

conducting the following minimum pre-procurement planning activities on at least

an annual basis:

(a) Forecasting the needs of the User Departments.

(b) Forecasting the price and availability of items and materials.

(c) Developing a purchasing schedule.

(d) Establishing purchasing objectives.

(ii) The functions of the RGRTA Procurement and Grants Administration Department

shall be to:

(a) Analyze the marketplace to determine the status of competition, technological

developments, the impact of the economy on potential vendors, labor

conditions, and changes in pricing or delivery methods.

(b) Communicate and coordinate with similarly situated procurement

departments to explore joint purchasing arrangements and to share

marketplace information.

(c) Analyze User Department procurement requisitions to ensure the proper

authorizations are present, and that the procurement is tailored to meet the

Authority's needs.

(d) Prepare invitation for bids, informal solicitations, and notices of procurement

opportunity, as needed, and provide guidance and assistance to User

Departments in the preparation of RFQs and RFPS.

(e) Administer the acquisition process jointly with the User Department,

including ensuring adequate advertisement of the notice of procurement

opportunity, surveying sources; serving as contact for potential contractors

accepting, opening, evaluating, and tabulating bids; providing

recommendations for award to Contract Administrator, and processing

invoices for payment.

(f) Remain current and in compliance with applicable federal and state laws.

(g) Maintain Vendors files including information regarding DBE status.


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(h) Maintain all support documentation including small purchases procurement

checklist and authorization, small purchase tabulation and solicitation

summary, single bid/proposal validation reports and single source validation

report.

(B) User Department (The department in need of and requesting the procurement of goods or

services)

(i) It shall be the responsibility of each User Department to evaluate its projected

procurement needs on an annual basis, and to undertake and coordinate

procurement planning activities with the Procurement Department, annually.

(iii) User Departments which project the need for the procurement of professional

services (except for services associated with a public work) shall coordinate the

procurement of such services with the Office of General Counsel.

(iii) For the procurement of any product or service the User Department shall prepare a

written requisition and submit same to the Procurement Department. The

requisition shall serve as the mechanism by which the User Department

communicates its specific procurement need to the Procurement Department and it

represents the beginning of the procurement process.

(iv) The requisition shall include the following elements:

(a) Properly completed form per RGRTA's Requisition Procedures; and

(b) Budget, including proposed funding source by designation of the account

funding code, estimated cost and basis for estimated cost:, and

(C) The Maintenance Department

(j) The Engineering Department shall serve as the User Department for all public work

projects.

(ii) The Procurement Department shall assist the Engineering Department in

the Administration of the procurement process.

(iii) The preparation and submittal of a requisition shall be required for public work

projects which have been developed or identified under Board authorization or

which have received state or federal funding approval.

(D) Internal Audit:

The Finance Department shall have responsibility for evaluating the adequacy and

effectiveness of internal controls governing the procurement process and for providing cost

analysis services upon the request of the Procurement Department.

(E) General Counsel RGRTA’s General Counsel shall provide interpretations of the procurement guidelines,

and advise to the User and Procurement Departments on statutory and regulatory

compliance.


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(F) Contract Administrator

The Contract Administrator shall provide assistance to the Procurement and User

Departments during the procurement process and assist in the Board Agenda process for

awards requiring Board approval.

EVALUATING RESPONSIVENESS AND RESPONSIBILITY

(A) Question that should be considered by the Authority in evaluating responsiveness include

the following:

(i) Has all required information been provided?

(ii) Does the bid contain mistakes?

(iii) Has bidder failed to commit to a firm price?

(iv) Are there unacceptable qualifications or conditions tied to the bid?

(v) Has the bid been prepared in accordance with the bidding instructions?

(vi) Are unacceptable provisions included in the bid?

(vii) Has the bidder altered or limited any of the contract or solicitation provisions?

(viii) Has the bidder offered non-conforming products or services?

(ix) Has the bidder failed to acknowledge amendments to the IFB issued by the

Authority?

Note that the foregoing list is not exhaustive. Minor deviations that are immaterial and do

not effect quantity, quality or delivery may be waived by the Authority if such waiver does

not prejudice or affect the relative standing of the bidders.

(B) In evaluating the responsibility of an apparent low bidder or proposed subcontractor, the

Authority may consider, among other factors, whether the bidder’s record with the

Authority or other public owners includes or demonstrates any of the following:

(i) Lack of adequate expertise, prior experience with comparable projects, or financial

resources necessary to perform the work outlined in the contract in timely,

competent, and acceptable manner. Evidence of such factors may include failure to

submit satisfactory evidence of insurance, surety bonds, or financial responsibility,

or a history of terminations for cause.

(ii) Engagement in criminal conduct in connection with any other government contracts

or the conduct of business activity that involves such crimes as extortion,

racketeering, bribery, fraud, bid-rigging and embezzlement.

(iii) Grave disregard for the safety of employees, State personnel, or members of the

public. Consideration will be given to whether employees who will be assigned to

work on the project are properly trained and whether the equipment to be used is

safe and functioning properly.

(iii) Willful noncompliance with the State's Labor Laws regarding prevailing wage and

supplement payment requirements, including consideration of any pending

violations.


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(iv) Disregard for other State Labor Laws, including child labor, proper and timely

wage payments and unemployment insurance laws.

(vi) Violations of the State Workers' Compensation Law including failure to provide

proof of proper workers' compensation or disability coverage.

(v) Violations of the State's Environmental Conservation Law or violations of any

other federal or State environmental statutes.

(viii) The failure to abide by State and federal statutes and regulations regarding efforts

to solicit and utilize disadvantaged, minority and women-owned business

enterprises as potential sub-contractors.

(ix) The submission of a bid which is mathematically or materially unbalanced.

(x) The submission of a bid which is so much lower than the Authority's confidential

engineer's estimate that it appears unlikely that the contractor will be able to

complete the project satisfactorily at the price bid.

(xi) The presentation of false or misleading statements or any other issue that raises

serious questions about the responsibility of the bidder or proposed subcontractor,

April 2017 – RGRTA Procurement Guidelines

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SAMPLE AGREEMENT - SMALL PURCHASE

(To Be Revised As Necessary)

[INSERT SERVICE DESCRIPTION]

Bidders should note that, at a minimum, all the Contractual Provisions included in the Sample

Agreement herein will automatically be deemed part of the final contract. Although such

provisions will govern all bids as submitted, the Authority may later amend such provisions.

The Sample Agreement is included so that all Bid Submissions will be governed by the same

basic contractual terms.

The undersigned, [Contractor Name], (the "Contractor"), agrees to furnish and deliver to the

REGIONAL TRANSIT SERVICE, INC. (“Owner”), a company operating under the Rochester-Genesee

Regional Transportation Authority (RGRTA), a New York public benefit corporation, with its principal

place of business located at 1372 East Main Street, Rochester, New York 14609, certain [Supply or

Service Description] (“Services” or “Product”), as further defined herein.

WHEREAS, pursuant to the terms and conditions contained in Owner’s Request for Quotes to provide

[Product or Service Description] and Contractor’s quote in response thereto, Owner desires to retain

Contractor to provide certain [Supply or Service Description], and Contractor desires to provide such

[Supply or Service Description], in accordance with the provisions contained in this Agreement

(“Agreement”);

WHEREAS, the Contractor desires to provide such [Supply or Service Description] for a period

of [Number of years of contract] (#) years, commencing [Commencement Date] and ending [Contract

End Date], with the option to renew for [Number of Renewal Terms] (#) additional one-year periods at

Owner’s request;

NOW, THEREFORE, in consideration of the premises set forth above and the mutual covenants

and agreements contained herein, as well as for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as

follows:

1. SCOPE OF AGREEMENT The Owner hereby retains the Contractor as an independent contractor to provide those [Product

or Service Description], set forth in this Agreement (the “Product” or “Services”), including

those described in the Owner’s “Request for Quotes for [Supply or Service Description],” and

related “Detailed Specifications,” a copy of which is attached hereto and by this reference made a

part hereof, and Contractor hereby agrees to provide said Services in such capacity. Contractor

agrees to perform any other work that, although not specifically described herein, is incidental to,

or necessary for, the provision of such [Supply or Service Description], and Contractor hereby

agrees to perform said work in such capacity. The Services include those described in the

Schedules to this Agreement that are referenced in Section 24 of this Agreement, and, by this

reference, made a part hereof. Nothing herein shall prevent Owner from contracting with, or

employing, additional firms to provide such Services to Owner or any of its subsidiaries during

the term of this Agreement.

Contractor agrees to perform any other work that, although not specifically described herein, is

incidental to, or necessary for, the provision of such [Service or Supply Description], and

Contractor hereby agrees to perform said work in such capacity.


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2. DUTIES OF THE CONTRACTOR The Contractor hereby agrees to provide the [Product or Service Description] in accordance

with the terms hereof. The Contractor agrees that the required [Product or Service Description]

shall be provided within the time period specified in this Agreement. The Contractor hereby

agrees to furnish the desired [Product or Service Description] in accordance with the rules and

regulations and conditions of Owner.

The Contractor represents that the [Product or Service Description] will be provided in

accordance with generally accepted professional standards. Upon notice from the Owner

pursuant to the provisions of this Agreement, the Contractor will correct any delivered [Service

or Product Description] not meeting the foregoing standard, at no additional cost to the Owner.

Contractor shall provide the desired [Service or Product Description] within the timeframe

designated by the Authority, to Owner’s satisfaction, in accordance with the terms and provisions

of this Agreement, and subject to the additional terms set forth and attached hereto and, by this

reference, made a part hereof.

Contractor and its employees shall fully cooperate, in a professional manner, with the Owner’s

personnel who are directing, supervising, or monitoring the product/services provided by the

Contractor.

3. COMPENSATION

Subject to the terms of this Agreement, the price for the [Supply or Service Description] shall

be as follows:

DESCRIPTION OF PRODUCT OR SERVICE PRICE (the “Contract Amount”) F.O.B. Destination, freight pre-paid, exclusive of all taxes.

a. Billing and Collection. The Contractor shall forward a written invoice monthly to the

Owner for provision of the [Service Description] for the previous month, and all

amounts due and owing hereunder for such month shall be paid by the Owner in

accordance with Section 3(b) hereof.

b. Owner’s Prompt Payment Procedures. The Owner will make payment on a properly

submitted invoice within thirty (30) days of Owner’s receipt thereof.

i. Extension of Payments. The following conditions may reasonably justify

extension of the date by which payment must be made:

A. In accordance with specific statutory or contractual provisions, payment

must be preceded by an inspection period or by an audit to determine the

resources applied or used by the Contractor in fulfilling the terms of this

Agreement;

B. The necessary governmental appropriation required to authorize payment

has yet to be enacted;

C. The invoice must be examined by the Federal government prior to

payment; or

D. The date by which the payment must be made is modified in accordance

with the following section (ii).

ii. Defects. The Owner shall have fifteen (15) calendar days after receipt of an

invoice at its designated payment office to notify the Contractor of:

A. Defects in the delivered goods or services;


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B. Defects in the invoice; or

C. Suspected improprieties of any kind;

The existence of such defect or improprieties shall prevent the commencement of

the time period for computing interest. In the event the Owner fails to notify the

Contractor of such defects within fifteen (15) calendar days of receiving the

invoice, the number of days allowed for payment of a properly corrected invoice

will be reduced by the number of days between the fifteenth (15th) day and the

day that notification of said defect was actually transmitted to the Contractor. If

the Owner, in such situations, fails to provide reasonable grounds for its

contention that a defect or impropriety exists, the date by which the payment

must be made for the Owner not to become liable for interest payments shall be

calculated from the date of receipt of an invoice.

iii. Inapplicability. These procedures shall not apply to payments due and owing by

the Owner in situations where the Owner exercises a legally authorized set-off

against all or part of the payment due to the Contractor.

c. No Other Payments. Contractor agrees that all services and materials to be provided as

set forth in the Exhibits and as otherwise required under this Agreement shall be provided

for the foregoing compensation, and that Contractor shall not be entitled to any other

payment in connection with its performance of the Services.

4. GUARANTEE

Unless otherwise specified, Contractor shall unconditionally guarantee the Products and

or Services provided by his firm for the contract period, unless otherwise specified

herein. If, within the guarantee period, any signs of deterioration are noted, which, in the

opinion of the Owner, are due to faulty Products or Services provided under this

Agreement, the Contractor, at his expense, shall adjust the Products and/or Services to

correct the condition, or he shall replace the Services to the complete satisfaction of the

Owner. Such replacements or adjustments shall be made only at such time as will be

designated by the Owner as least detrimental to the operation of Owner’s business.

Unless otherwise agreed to in writing by the parties, Supplier warrants that items ordered to

specifications will conform thereto and to any drawings, samples or other descriptions furnished

or adopted by Owner, or, if not ordered to specifications will be fit and sufficient for the purpose

intended, and that all items will be new, merchantable, of good material and workmanship, and

free from defect. Such warranties, together with Supplier’s service warranties and guarantees, if

any, shall survive inspection, test, acceptance of, and payment for the items and shall run to

Owner, its successors, assigns and citizens. Owner may, at its option, return for credit or require

prompt correction or replacement of the detective or nonconforming item or have the defective

item corrected or replaced at Supplier’s expense. Return to Supplier of any detective or

nonconforming articles and delivery to Owner of any corrected or replaced items shall be at

Supplier's expense. Defective or nonconforming items shall not be corrected or replaced unless

specified on Owner's written order. Items required to be corrected or replaced shall be subject to

the provisions of this clause and the clause hereof entitled “Inspection, Acceptance and

Approvals” in the same manner and to the same extent as items originally delivered under this

contract.


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5. INSPECTION, ACCEPTANCE AND APPROVALS All items to be delivered under this contract shall, at all times and places, including the period of

manufacture, be subject to inspection and test by RGRTA. RGRTA will accept or give notice of

rejection of items delivered under this contract within a reasonable time after receipt. Acceptance

shall not waive any warranty. All items to be supplied under this contract are subject to final

inspection and acceptance by RGRTA notwithstanding any payment or other prior inspections or

design approvals. RGRTA may, at its option, require prompt replacement or correction of

rejected items at Supplier’s expense, including an equitable reduction in the price of this contract

for rejected items. Supplier shall not resubmit rejected items to RGRTA without prior written

approval and instructions from RGRTA. Supplier shall identify resubmitted items as previously

rejected. Supplier shall provide and maintain a quality assurance and control system acceptable

to RGRTA.

6. RELATIONSHIP OF PARTIES (for Service Provision Contracts) The Contractor hereby acknowledges and agrees that, for purposes of this Agreement, the

Contractor is, and shall in all respects, be considered an independent contractor. Nothing in this

Agreement shall be construed to constitute the Contractor, or any of its employees, officer,

directors, agents or representatives, as an employee or agent of the Owner, nor shall the

Contractor have any authority to bind the Owner in any respect, it being intended that the

Contractor shall remain an independent contractor responsible for its own actions. The Contractor

is not entitled to any of the benefits provided by the Owner to its employees, including, but not

limited to, workers’ compensation coverage, unemployment insurance, group health or life

insurance and pension benefits. The Contractor hereby acknowledges and agrees that it will be

responsible for its own federal, state and local withholding and income taxes.

The Contractor shall have the direct and sole responsibility for the following: payment of wages

and other compensation, reimbursement of the Contractor’s employees’ expenses, compliance

with Social Security, unemployment and other insurance or other statutory withholding

requirements, and all obligations imposed on the employer of personnel. The Owner shall have

no responsibility for any of the incidences of employment.

Contractor and its employees agree not to hold themselves out as employees or agents or

employees of RTS, Inc. by reason of their participation under this Agreement.

Contractor shall not engage, either on a full-time or part-time basis during the term of this

Agreement, any professional or technical personnel who are, or have been at any time during the

term of this Agreement, in the employ of RTS, Inc., except regularly retired employees, without

the consent of RTS, Inc.

7. CONTRACT CHANGES

c. General. Any proposed change to this Agreement shall be submitted to the Owner for prior

approval.

d. Change in Scope of Services; Additional Work. Either Owner or Contractor may request

changes in the Scope of Work set forth in this Agreement or additional work not specified

therein to be performed by Contractor hereunder (“Extra Work”). If Owner and Contractor

mutually agree that such Extra Work will be performed and that an increase in compensation

is justified, Owner shall provide additional compensation to Contractor, on a fair and

equitable basis, subject to the provisions of this Section 7(b). Any such change in the Scope

of Services or any such Extra Work, as well as any increase or decrease in the amount of

compensation to be received by Contractor therefore shall be authorized only by the

execution of a written amendment to this Agreement by Contractor and Owner.


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Commencement of Extra Work shall occur only after such approvals have been obtained

from Owner.

8. INTEREST OF MEMBERS OF OR DELEGATES TO CONGRESS No member of or delegate to the Congress of the United States shall be admitted to any share or

part of this Agreement or to any benefit arising therefrom.

9. PROHIBITED INTEREST No member, officer or employee of the Owner, during his tenure or for a period of one (1) year

thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds hereof.

10. TERMINATION FOR CONVENIENCE

Owner may terminate this Agreement for its convenience at any time, and from time to time, in

whole or in part for any reason, or for no reason.

11. TERMINATION FOR DEFAULT If Contractor fails to deliver any part of all of the Product or Services to be provided hereunder,

or otherwise defaults hereunder, Owner may, by written notice to Contractor, terminate this

agreement in whole or in part, and pursue any and all remedies that it may have under applicable

law.

No failure on the part of Owner to exercise any rights under this Agreement, and no

course of dealing with respect to any right hereunder, shall operate as a waiver of such

right, nor shall any single or partial exercise of any right preclude the exercise of any

other right. The remedies herein provided are cumulative and are not exclusive of any

other remedies provided by law.

In case of termination:

a. Contractor shall continue performance of any non-terminated portion of the Agreement,

and the Owner may obtain elsewhere the portions of the goods or work, or both, affected

by termination, or goods or work or both similar thereto, and charge the Contractor with

any cost or expense incurred in connection therewith; and

b. Owner’s rights and remedies under this Section 11 are in addition to, and not in lieu of,

any other rights and remedies available under this Agreement or provided by law.

12. DEFAULT The following shall be events of default under this Agreement:

a. Failure by Contractor to perform in a timely and satisfactory manner, as determined by

Owner, any or all of its obligations under this Agreement;

b. Any representation or warranty made by Contractor in its bid response or this Agreement

proves to have been false or misleading in any respect;

c. Failure by Contractor to observe and perform any covenant, condition or agreement on its

part to be observed or performed under this Agreement, unless the Owner shall agree in

writing to an extension of such time to perform prior to its expiration; or

13. CONTRACTOR RESPONSIBILITY/INDEMNIFICATION


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a. Contractor assumes all risk in performing the work and providing the Product or Services

under this Agreement and shall be solely responsible and answerable in damages for all

accidents or injuries to person or property.

b. Contractor agrees to protect, defend, indemnify and hold free and harmless all federal, state,

and county agencies concerned and Owner, its directors, officers, and employees, agents,

and representatives, regardless of the capacity in which the person is sued, from and against

any and all claims, lawsuits, losses, penalties, damages, expenses, settlements, costs,

charges and liabilities of every kind and nature, including, without limitation, court costs

and reasonable professional fees and expenses arising out of or relating to any and all

claims, liens, demands, obligations, actions, proceedings, or causes of action of every kind

and character, including injury to person or property of whatsoever kind and nature, in

connection with or arising directly or indirectly out of this Agreement and/or the

performance hereof, or out of the carelessness, negligence, or wrongful or fraudulent

conduct of the Contractor or any servant, agent, or employee of Contractor. Without

limiting the generality of the foregoing, any and all such claims, etc., relating to personal

injury, death, damage to property, defects in materials or workmanship, actual or alleged

infringement of any patent, trademark, copyright (or application for any thereof) or any

other tangible or intangible personal or property right, or any factual or alleged violation of

any applicable statute, ordinance, administrative order, rule or regulation, or decree of any

court, shall be included in the indemnity hereunder. Contractor further agrees to

investigate, handle, respond to, provide defense for and defend any such claims at his/her

own expense and agrees to bear all other costs and expenses related thereto, even if the

same are groundless, false, or fraudulent.

14. TAXES AND EXPENSES

Contractor shall pay all taxes and expenses incurred in connection with the Product or Services

provided under this Agreement except as otherwise provided herein.

15. INSURANCE REQUIREMENTS (for Service Provision Contracts)

c. Prior to commencing work, Contractor shall provide, at its own cost and expense, the

following insurance with insurance companies licensed in the State of New York and

reasonably acceptable to the Owner, to be evidenced by certificates. In no way should the

Contractor construe these minimum required limits to be their limit of liability to the

Authority.

d. Each certificate shall require that, at least thirty (30) days prior to the cancellation of or a

material change in such policy, written notice thereof shall be given to the Owner for all of

the following stated insurance policies. All such notices shall name the Contractor, identify

this Agreement, and list the Owner as an “Additional Insured.” Said insurance must cover

all operations under this Agreement whether performed by Contractor or its sub-contractors.

e. Said certificates shall be delivered, prior to contract execution, to:

RGRTA/RTS, Inc.

1372 E. Main Street

Rochester, NY 14609

(1) Workers’ Compensation: Statutory coverage, in compliance with the Compensation

Law of the State of New York.


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(2) Comprehensive General Liability Insurance with minimum limits of:

A. $1,000,000 Each Occurrence;

B. $1,000,000 Personal and Advertising Injury;

C. $2,000,000 General Aggregate; and

D. $2,000,000 Products/Completed Operations Aggregate.

These limits shall provide coverage for:

{X} Premises/Operations {X} Products/Completed Operations

{X} Personal Injury {X} Additional Insured*

The Owner shall be named as an “Additional Insured” on this policy. The proper

name is: Rochester-Genesee Regional Transportation Authority and its subsidiaries,

Regional Transit Service and all officers, employees and agents of such.

(3) Disability Benefits: Contractor shall provide proof of compliance with the Disability

Benefits Law.

Location of operation shall be “all locations served by the Owner.”

(4) If automobiles are to be used in the performance of any work under this Agreement,

Automobile Liability Insurance with the following minimum limits of liability per

occurrence:

B. $1,000,000 per occurrence, for bodily injury, and

C. $1,000,000 for property damage, unless otherwise indicated in a “Special

Conditions” of the contract specifications.

This insurance shall include for bodily injury and property the following coverage:

A. Owned automobiles;

B. Hired automobiles; and

D. Non-owned automobiles.

(5) Owner’s Protective Liability and Property Damage Insurance:

Within ten (10) days after execution of the Agreement, Contractor shall

furnish to RTS, Inc., a copy of the original policy for the following coverage:

Policy covering Owner and all employees or other representatives of Owner as

insured, officially and personally with respect to all operations under this Agreement,

including omissions and supervisory acts of the Owner and its employees or other

representatives, with not less than the following combined limits of liability:

Bodily injury or death: $1,000,000 each person (occurrence); $3,000,000 for

two or more persons in any one occurrence (aggregate).

Property Damage: $1,000,000 each occurrence; $3,000,000 annual aggregate

c. All policies and Certificates of Insurance shall be approved by the Owner prior to

the inception of any work.

1. Upon failure of the Contractor to furnish, deliver and maintain such insurance

as above provided, this Agreement, at the election of the Owner, may be


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forthwith declared suspended, discontinued or terminated upon ten (10) days

written notice. Failure of the Contractor to take out and/or maintain, or the

taking out and/or maintenance of any required insurance, shall not relieve the

Contractor from any liability under this Agreement, nor shall the insurance

requirements be construed to conflict with or otherwise limit the obligations

of the Contractor concerning indemnification.

2. In the event that claims in excess of the insured amounts provided herein

are filed by reason of any operations under this Agreement, the excess amount

of such claims, or any portion thereof, may be withheld from payment due or

to become due the Contractor until such time as the Contractor shall furnish

such additional security covering such claims as may be determined by the

Owner.

3. If any of the Property and Casualty Insurance requirements are not

complied with at their renewal dates, payments to the Contractor will be

withheld until those requirements have been met, or at the option of Owner,

Owner may pay the Renewal Premium and withhold such payments from any

monies due the Contractor.

4. If at any time any of the foregoing policies shall be or become

unsatisfactory to Owner, as to form or substance, or if a company issuing any

such policy shall be or become unsatisfactory to Owner, the Contractor shall,

upon notice to that effect from Owner, promptly obtain a new policy, submit

the same to Owner for approval and submit a Certificate thereof as above

provided. Upon failure of the Contractor to furnish, deliver, and maintain

such insurance as above provided, this Contract, at the election of Owner, may

be forthwith declared suspended, discontinued, or terminated.

5. Contractor also agrees that:

(i) Insurers shall have no right of recovery or subrogation against the

Owner (including its agents and agencies as aforesaid), it being the

intention of the parties that the insurance policies so effected shall

protect both parties and be primary coverage for any and all losses

covered by the above-described insurance;

(ii) The insurance companies issuing the policy or policies shall have no

recourse against the Owner (including its agents and agencies as

aforesaid) for payment of any premiums or for assessments under any

form or policy; and

(iii) Any and all deductibles in the above-described insurance policies shall

be assumed by, for the account of, and at the sole risk of the Contractor.

16. MISCELLANEOUS PROVISIONS

a. Governing Law. This Agreement shall be governed by, interpreted, construed and

enforced in accordance with the substantive laws of the State of New York, and venue

shall be in the County of Monroe, Rochester, New York.


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b. Severability. If any provision of this Agreement shall be or become invalid under any

provision of federal, state or local law, such invalidity shall not affect the validity or

enforceability of any other provision hereof.

c. Assignment. Contractor shall not, in whole or in part, assign, transfer, convey, sublet,

mortgage, pledge, hypothecate, grant any security interest in, or otherwise dispose of this

Agreement, or any part thereof to any person or entity without the prior written consent

of the Owner, which consent shall not be unreasonably withheld.

d. Waiver. The waiver of a breach of any provision of this Agreement by any party shall

not operate or be construed as a waiver of any subsequent breach.

e. Notices. Unless otherwise specified, notices permitted or required to be given by either

party to the other under this Agreement shall be in writing and shall be deemed to have

been properly served and duly given (i) if sent by U.S. First Class Mail, postage prepaid,

five (5) business days after being sent, (ii) if sent via electronic mail (“e-mail”), two days

after being sent, or (iii) when actually delivered (with confirmed written receipt) if

delivered personally, by facsimile, by courier, or by nationally recognized overnight

courier, in each case to the recipient at its address or facsimile telephone number as stated

on the signature page of this Agreement, or as changed pursuant to a notice served as

prescribed in this Subsection (e).

f. Renewal. This Agreement is subject to renewal for [Insert Number of Renewal Terms]

(#) additional [Insert Term of Renewal Periods] terms, upon request of the Owner,

under the same terms and conditions as apply to the initial [Insert Original Term of

Contract]-year term.

g. Delays. The Contractor agrees that no charges or claims for damages shall be made by it

for any delays or hindrances from any cause during the performance of any portion of the

Services specified in this Agreement. Such delays or hindrances, if any, shall be

compensated for by an extension of time for such “reasonable period” as the Owner may

in its sole discretion determine. Notwithstanding the foregoing, any extension of time

granted by the Owner to the Contractor to complete the Services or any part thereof after

the completion date or after the date to which the completion date therefore may have

been extended, shall in no way operate as a waiver on the part of the Owner of any of its

rights hereunder. For purposes of this Subsection (i), the term “reasonable period” shall

not exceed six (6) months from the originally-scheduled completion date for the Services.

h. This Agreement shall be binding upon and inure to the benefit of the parties hereto and

their respective successors and assigns.

i. Each party acknowledges that it has read and understands this Agreement and the

attached Schedule(s), and further agrees that it is the complete and exclusive statement of

the agreement between the parties which supersedes and merges all prior proposals,

understandings, and all other agreements, oral and written, between the parties relating to

the subject matter of this Agreement. This Agreement may not be modified or altered

except by written instrument duly executed by both parties.

j. Both parties hereto warrant and represent that they have full right, power and authority to

execute this Contract.


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k. Any legal actions regarding this Agreement must be brought by Contractor within twelve

(12) months of the Agreement expiration date.

17. LAWS & REGULATIONS

Contractor shall comply with all applicable Federal, State and local laws and regulations

including, without limitation, those relating to wages, hours, fair employment practices, equal

opportunity, anti-discrimination, safety and working conditions. Each and every provision of law

and clause required by applicable laws with reference to the Services, shall upon written

acknowledgment of the two parties hereto, be inserted herein, and if, through mistake or

otherwise, any such provision is not inserted or is not correctly inserted, then upon the application

of either party, and upon written acknowledgment of the two parties hereto, this Agreement shall

forthwith be physically amended to make such insertion.

18. CONFLICTING PROVISIONS

The various documents that comprise this Agreement shall prevail in accordance with the

precedence established below in the event of any inconsistencies among them:

1. Agreement

2. Standard Clauses for NYS Contracts

3. Request for Quotes and Associated Specifications

5. All Other Attached Schedules

Further, should the Successful Proposer’s bid be incorporated by reference herein following

contract award, such proposal shall have the least precedence amongst the documents in resolving

any inconsistencies contained in them.

19. PROVISIONS REQUIRED BY LAW DEEMED INSERTED

Each and every provision of law and clause required by law to be inserted in this contract will be

deemed to be inserted herein and the contract will be read and enforced as though it were

included herein, and if through mistake or otherwise any such provision is not inserted, or is not

correctly inserted, then upon the application of either party the contract will forthwith be

physically amended to make such insertion or correction.

20. DELIVERY FAILURE

Failure of Contractor to deliver the [Supply or Service Description] within the time specified

by Owner, or within reasonable time as interpreted by Owner, shall constitute authority for

Owner to purchase in the open market Services of comparable grade to replace the Services not

delivered. On all such purchases, the Contractor shall reimburse Owner within a reasonable time

specified by the Owner, for any expense incurred in excess of contract prices or the Owner shall

have the right to deduct such amount from monies owed the defaulting Contractor. Such

purchases shall be deducted from contract quantities. Should public necessity demand it, the

Owner reserves the right to use or consume Services delivered which is substandard in quality,

subject to an adjustment in price to be determined by the Owner.

21. QUALIFICATIONS AND LICENSES

Contractor represents and warrants to the Owner that it and its employees are duly and fully

qualified under the laws of the state of its incorporation and of the State of New York, to

undertake the activities and obligations set forth in this Agreement, that it possesses as of the date

of its execution of this Agreement, and it will maintain throughout the term hereof, all necessary

approvals, consents and licenses from all applicable government agencies and authority and that it

has taken and secured all necessary board of directors and shareholders action and approval.

22. CONTRACT TERMS


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The performance of this contract shall be governed solely by the terms and conditions as set forth

in this contract notwithstanding any language contained on any invoice, shipping order, bill of

lading or other document furnished the Seller at any time and the acceptance by the Owner of any

goods furnished hereunder accompanied by any such document shall not be construed as an

acceptance by the Owner of any terms or conditions contained in such document which is

inconsistent with the terms and conditions set forth in this contract. Any different or additional

terms other than those herein contained in Sellers acceptance are hereby objected to.

23. RECEIPT OF PRODUCT The Contractor shall be solely responsible for assuring that deliveries of [Supply or Service

Description] are made to personnel authorized to accept delivery on behalf of the Owner. Any

losses resulting from the contractor’s failure to deliver [Supply or Service Description] to

authorized personnel shall be borne exclusively by the contractor.

24. RESPONSIBILITY FOR SUPPLIES Except as otherwise provided in this contract, Supplier, shall be responsible and bear all risks for

loss and damage to the items required by this contract, (1) until they are delivered at Owner's

facilities, regardless of F.O.B. point, or point of inspection or acceptance; and (2) if such items

are rejected. Unless otherwise specified in this contract, Supplier shall sufficiently package the

items to be delivered hereunder to protect such items during transportation and storage.

25. PURCHASE ORDERS Unless otherwise authorized in writing by the Contract Administrator, no products are to be

delivered or furnished by contractor until transmittal of an official Purchase Order from the

Authorized User. Unless terminated or canceled pursuant to the authority vested in the Contract

Administrator, Purchase Orders shall be effective and binding upon the Contractor when placed

in the mail or electronically transmitted prior to the termination of the contract period, addressed

to the contractor at the address for receipt of orders set forth in the contract or in the Contract

Award Notification.

26. EXTENT OF AGREEMENT

This Agreement constitutes the entire and integrated Agreement between and among the parties

hereto and supercedes any and all prior negotiations, agreements, and conditions, whether written

or oral. Any modification or amendment to this Agreement shall be void unless it is in writing

and subscribed by the party to be charged or by its authorized agent.

27. CONTRACT DOCUMENTS The Contract documents consist of this Agreement, the Request for Quotes Package, Quote

Submission Letter, dated [Date of Contractor Quotation], all Attached Schedules, and any

addenda.

28. WAIVERS

Failure of Owner to insist on performance of any of the terms and conditions or requirements of

this contract shall not be construed as a waiver of such terms, conditions or requirements and the

same shall remain in full force and effect for the duration of this contract.

29. PAYMENT

Supplier will be paid for the items called for in this contract when the items are delivered and

accepted by Owner and upon submission of certified invoice. The price or prices stated in this

contract are tax-exempt, tax-exempt # 16-0974945. Supplier represents and warrants that the

price or prices specified in this contract are the lowest price or prices for which he has sold like

items or services to his most favored customer. In the event the stated prices are determined to be


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higher than the prices for which the items, or services, have been sold by Supplier to others, this

contract price shall be reduced accordingly.

30. THE CONTRACTOR FURTHER AGREES TO:

a. Attached Schedule I – Non-Discrimination Provisions.

b. Attached Schedule II – Waiver of Immunity Provisions.

c. Attached Schedule III – Workers’ Compensation Law.

d. Attached Schedule IV – New York State Required Contract Clauses

e. Attached Schedule V –Request for Quotes for [Supply or Service Description]

f. Attached Schedule VI – Contractor Quotation Letter

31. ACCEPTANCE

RGRTA/RTS, Inc. hereby accepts the proposal for provision of [Supply or Service

Description], as described in the attached [Contractor Name] Bid, which represents the Bid as

submitted by [Contractor Name] at the following prices:

DESCRIPTION OF SERVICES PRICE

TOTAL ESTIMATED ANNUAL PRICE:

(the “Contract Amount”) F.O.B. Destination, freight pre-paid, exclusive of all taxes.

IN WITNESS WHEREOF, the parties hereto have signed and delivered this Agreement as of this

_____ day of ____________, 2009:

STATE OF NEW YORK)

) ss.:

COUNTY OF MONROE)

On the _____ day of ____________, in the year 2009, before me, the undersigned, Mark R.

Aesch, personally appeared, personally known to me, or proved to me on the basis of satisfactory

evidence to be, the individual whose name subscribed to the within instrument and acknowledged

to me that he executed the same in his capacity, and that by his signature on the instrument, the

individual, or the person upon behalf of which the individual acted, executed the instrument.

____________________________________

Notary Public


BY

TITLE: Chief Executive Officer

ADDRESS: Rochester-Genesee Regional Transportation Authority

1372 East Main Street

Rochester, New York 14609 FACSIMILE NO.: (585) 654-0224


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STATE OF NEW YORK)

) ss.:

COUNTY OF MONROE)

On the _______ day of ______________, in the year 2009, before me, the undersigned,

______________________________ personally appeared, personally known to me, or proved to me on

the basis of satisfactory evidence to be, the individual whose name subscribed to the within instrument

and acknowledged to me that she executed the same in her capacity, and that by her signature on the

instrument, the individual, or the person upon behalf of which the individual acted, executed the

instrument.

____________________________________

Notary Public

BY: ______________________________________

TITLE: ___________________________________

ADDRESS:

TELEPHONE NO.

FACSIMILE NO.:

ADDITIONAL TERMS and CONDITIONS

1. DEFINITIONS A. The term “RGRTA” as used herein, means the Rochester-Genesee Regional Transportation

Authority and/or its Subsidiary Companies, Rochester, New York, through its Procurement and

Grants Administration Department, 1372 East Main Street, Rochester, NY, 14609 and includes its

designated representatives.

B. The term “Supplier” as used herein, means those mentioned as Vendor, Contractor, Seller in the

Contract and includes their designated representatives.

2. CHANGES RGRTA may at any time, by a written order and without notice to sureties, make changes within

the general scope of this contract. If any such changes causes an increase or decrease in the cost

of or the time required for the performance of any part of the work under this contract, whether

changed or not changed by any such order, of affects any other provision of this contract, an

equitable adjustment shall be made in the price or delivery schedule or both, and in such other

provision of this contract as may be affected, and this contract shall be modified in writing

accordingly. Any claim by Supplier for adjustment under this clause shall be asserted within 15

days from the date of receipt of this written order directing the change, provided, however, that

County, if it decides that the facts justify such action, may receive and act upon such claim

asserted at any time prior to final payment under this contract. Where the cost of property made

obsolete or excess as a result of a change is included in the equitable adjustment, County shall


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have the right to prescribe the manner of disposition of such property. Nothing in this clause

shall excuse the Supplier from proceeding with the contract as changed. Any action taken by the

Supplier which affects any provision of this contract, including delivery and price, whether or not

accomplished with concurrence of RGRTA employees shall not entitle the Supplier to any

equitable adjustment in accordance with this clause unless such action has been specifically

directed by written order issued by the Procurement and Grants Administration Department, or

his duty authorized representative.

3. DELIVERIES

Deliveries shall be made strictly in accordance with the delivery schedule defined in this contract

and in the exact quantity ordered. Should Supplier fail to do this, Owner may terminate this

contract, in whole or in part in accordance with the “Termination” clause of this contract. Owner

expressly retains all other rights or remedies provided by law for any violation of this clause and

no action by Owner shall constitute a waiver of any such right or remedy.

4. OWNER’S PROPERTY Supplier shall keep segregated and clearly marked, all property furnished by Owner and all

property to which Owner acquired title by virtue of this contract and shall maintain complete

inventory thereof. Supplier assumes the risk of loss of or damage to such property while in

Supplier’s care, custody, or control. Upon termination or expiration of this contract, Supplier

shall deliver such property to the extent not incorporated in delivered end products to Owner in

good condition subject to ordinary wear and tear.

5. SUPPLIER AGREES TO COMPLY with the requirements of the Federal Office of Safety and

Health Administration as specified in Federal Register, Volume 37, Number 33, dated February

17, 1972.

6. SUPPLIER IS FURTHER REQUIRED to impose these requirements on his subcontractors

and Suppliers wherever it applies.

7. COMPLIANCE WITH APPLICABLE LAWS The Seller warrants it has complied with all applicable laws, rules, and ordinances of the United

States, or any state, municipality or any other Governmental authority or agency in the

manufacture or sale of the items covered by this order, including but not limited to all provisions

of the Fair Labor Standards Act of 1938, as amended.


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SCHEDULE I

WAIVER OF IMMUNITY PROVISION

Contractor agrees to the provisions of Section 103(a) of the New York State General Municipal Law

which requires that upon the refusal by a person, when called before a Grand Jury or the Organized Crime

Task Force in the Department of Law, to testify concerning any transaction or contract the Contractor had

with the State, any political subdivision thereof or of a public authority, to sign a Waiver of Immunity

against subsequent criminal prosecution or to answer any relevant question concerning such transaction or

contract:

1. Such person, and any firm, partnership or corporation of which he is a member, partner, director

or officer, shall be disqualified from thereafter selling to or submitting bids to or receiving awards

from or entering into any contracts with any municipal corporation or fire district or any public

department, agency or official thereof, for goods, work or services for a period of five (5) years

after such refusal; and

2. Any and all contracts made with any municipal corporation of any public department,

agency or official thereof since July 1, 1959, or with any fire district or any agency or

official person, and by any firm, partnership or corporation of which he is a member,

partner, director or officer may be cancelled or terminated by the municipal corporation

or fire district without incurring any penalty or damages on account of such cancellation

or termination, but any monies owing by the municipal corporation or fire district for

goods delivered or work done prior to the cancellation or termination shall be paid.

SCHEDULE II

WORKERS’ COMPENSATION LAW

Contractor will comply with the provisions of Chapter 41 of the Laws of 1914, as amended, known as the

Workers’ Compensation Law, and also the provisions of Article 9 of the Workers’ Compensation Law

known as the Disability Benefit Law, to the extent those provisions are applicable to such Contractor.


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SCHEDULE III

NEW YORK STATE REQUIRED CONTRACT CLAUSES

The parties to the attached contract, license, lease, amendment or other Agreement of any kind

(hereinafter, “the contract” or “this contract”) agree to be bound by the following clauses which are

hereby made a part of the contract (the word “Contractor” herein refers to any party other than the

State, whether a connector, licensor, licensee, lessor, lessee or any other party):

1. EXECUTORY CLAUSE.

In accordance with Section 41 of the State Finance Law, the State shall have no liability under

this contract to the Contractor or to anyone else beyond funds appropriated and available for

this contract.

2. NON-ASSIGNMENT CLAUSE.

In accordance with Section 138 of the State Finance Law, this contract may not be assigned by

the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet or

otherwise disposed of without the previous consent, in writing, of the State and any attempts to

assign the contract without the State's written consent are null and void. The Contractor may,

however, assign its right to receive payment without the State's prior written consent unless this

contract concerns Certificates of Participation pursuant to Article 5-A of the State Finance Law.

3. WORKERS' COMPENSATION BENEFITS.

In accordance with Section 142 of the State Finance Law, this contract shall be void and of no

force and effect unless the Contractor shall provide and maintain coverage during the life of this

contract for the benefit of such employees engaged in the work thereon in compliance with the

provisions of the Workers' Compensation Law.

4. PREVAILING WAGE RATES – PUBLIC WORKS AND BUILDING SERVICES

CONTRACTS

If any portion of work being performed is subject to the prevailing wage rate provisions of the

Labor Law, the following shall apply:

a. “Public Works” and “Building Service” - Definitions

(i) Public Works Labor Law Article 8 applies to contracts for public improvement

in which laborers, workers or mechanics are employed on a “public works”

project (distinguished from public “procurement” or “service” contracts). The

State, a public benefit corporation, a municipal corporation, or a commission

appointed by law must be a party to the Contract. The wage and hours provision

applies to any work performed by contractor or subcontractor.

Building Services Labor Law Article 9 applies to contracts for building service work over $1,500 with

a public agency, which 1) involve the care or maintenance of an existing building, or 2) involve the

transportation of office furniture or equipment to or from such building, or 3) involve the transportation

and delivery of fossil Services to such building, and 4) the principal purpose of which is to furnish

services through use of building service employees.


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b. Wage Rate Payments/Changes During Contract Term

The wages to be paid under any resulting contract shall not be less than the prevailing

rate of wages and supplements as set forth by law. It is required that the Contractor

keep informed of all changes in the Prevailing Wage Rates during the contract term that

apply to the classes of individuals supplied by the contractor on any projects which

result from this contract which are subject to the provisions of the Labor Law.

Contractor is solely liable for and must pay such required prevailing wage adjustments

during the contract term as required by law.

c. Public Posting and Certified Payroll Records

In compliance with Article 8, Section 220 of the Labor Law, as amended by Chapter

565 of the Laws of 1997:

(i) Posting. The contractor must publicly post on the work site, in a prominent and

accessible place, a legible schedule of the prevailing wage rates and

supplements.

(ii) Payroll Records. Contractors and subcontractors must keep original payrolls or

transcripts subscribed and affirmed as true under the penalties of perjury as

required by law. For public works contracts over $25,000 where the contractor

maintains no regular place of business in New York State, such records must be

kept at the work site. For building services contracts, such records must be kept

at the work site while work is being performed.

5. NEW YORK STATE LABOR LAW REQUIREMENTS Contractor agrees to cause all persons employed upon the Work, including its subcontractors,

agents, officers, and employees, to comply with all applicable laws in the jurisdiction in which

the Work is performed. The Contractor further agrees to comply with the requirements of the

New York State Labor Law. More particularly, if any part of the Work falls within the purview

of the Labor Law, the Contractor agrees, as to such part of the Work, to comply with the

requirements of the Labor Law, including Sections 220, 222, and 223 (as amended).

If this is a public work contract covered by Article 8 of the Labor Law or a building service contract

covered by Article 9 thereof, in conformity with such sections of the Labor Law, no laborer, workman,

or mechanic in the employ of the Contractor, subcontractor or other person doing or contracting to do

the whole or a part of the Work shall be permitted or required to work more than the number of hours or

days stated in said statutes, except as otherwise provided by the Labor Law and as set forth in prevailing

wage and supplement schedules issued by the State Labor Department.

All wages paid for a legal day’s work, as herein before defined, to all classes of such laborers,

workmen, or mechanics upon the Work, or upon any material to be used upon or in connection

with the Work, shall be not less than the prevailing rate of a day’s work at the time the Work is

performed in the same trade or occupation, in the location as defined in Labor Law Section 220,

wherein the physical Work is being performed, and shall be paid in cash, except as otherwise

permitted by Labor Law Section 220. Each laborer, workman or mechanic employed by the

Contractor or any subcontractor, or other person on, or about, or upon the Work shall receive

the wages and supplements provided for in Labor Law Section 220. If the provisions of Labor

Law Sections 220 and 222-a (as amended) are not complied with, the Contract shall be void.


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6. NON-DISCRIMINATION REQUIREMENTS In accordance with Article 15 of the Executive Law (also known as the Human Rights Law) and

all other State and Federal statutory and constitutional non-discrimination provisions, the

Contractor will not discriminate against any employee or applicant for employment because of

race, creed, color, sex, national origin, age, disability or marital status.

Furthermore, in accordance with Section 220-e (as amended) of the New York State Labor

Law, if this is a contract for the construction, alteration or repair of any public buildings or

public work or for the manufacture, sale or distribution of materials, equipment or supplies, and

to the extent that this contract shall be performed within the State of New York, the Contractor

agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability,

gender, or national origin: (a) discriminate in hiring against any New York State citizen who is

qualified and available to perform the work; or (b) discriminate against or intimidate any

employee hired for the performance of work under this contract.

Contractor agrees that there may be deducted from the amount payable to him under the

Contract a penalty of fifty ($50) per person per calendar day for any violation of Section 220-e

or Section 239, and that for a second or subsequent violation of this Article, the Contract may

be cancelled and all monies due or to become due may be forfeited. The application of the

provisions of this Article shall be limited to operations performed within the territorial limits of

the State of New York.

7. NON-COLLUSIVE BIDDING REQUIREMENT.

In accordance with Section 139-d of the State Finance Law, if this contract was awarded based

upon the submission of bids, the Contractor warrants, under penalty of perjury, this its bid was

arrived at independently and without collusion aimed at restricting competition. The Contractor

further warrants that at the time Contractor submitted its bid, an authorized and responsible

person executed and delivered to the State a non-collusive bidding certification on the

Contractor’s behalf.

8. INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the Labor Law and Section 139-h of the State Finance Law, if this

contract exceeds $5,000, the Contractor agrees, as a material condition of the contract, that neither the

Contractor nor any substantially owned or affiliated person, firm, partnership or corporation has

participated, is participating, or shall participate in an international boycott in violation of the Federal

Export Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations thereunder. If

such Contractor, or any of the aforesaid affiliates of the Contractor, is convicted or is otherwise found to

have violated said laws or regulations upon the final determination of the United States Commerce

Department or any other appropriate agency of the United States subsequent to the contractor’s

execution, such contract, amendment or modification thereto shall be rendered forfeit and void. The

Contractor shall so notify the State Comptroller within five (5) business days of such conviction,

determination or disposition of appeal (2 NYCRR 105.4).

9. SET-OFF RIGHTS. The State shall have all of its common law, equitable and statutory rights of set-off. These rights shall

include, but not be limited to, the State's option to withhold for the purposes of set-off any moneys due

to the Contractor under this contract up to any amounts due and owing to the State with regard to this

contract, any other contract with the State or any of its other departments or agencies, including any


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contract for a term commencing prior to the term of this contract, plus any amounts due and owing to the

State for any other reason including, without limitation, tax delinquencies, fee delinquencies or monetary

penalties relative thereto. The State shall exercise its set-off rights in accordance with normal State

practices including, in cases of set-off pursuant to an audit, the finalization of such audit by the State, its

representatives, or the State Comptroller.

10. RECORDS. The Contractor shall establish and maintain complete and accurate books, records, documents,

accounts, and other evidence directly pertinent to performance under this contract (hereinafter,

collectively “the Records”). The Records must be kept for the balance of the calendar year in

which they were made and for six (6) additional years thereafter. The State Comptroller, the

Attorney General, and any other person or entity authorized to conduct an examination, as well

as the agency or agencies involved in this contract shall have access to the Records during

normal business hours at an office of the Contractor within the State of New York or, if no such

office is available, at a mutually agreeable and reasonable venue within the State, for the term

specified above for the purposes of inspection, auditing and copying. The State shall take

reasonable measures to protect from public disclosure any of the Records which are exempt

from disclosure under Section 87 of the Public Officers Law (the “Statute”) provided that: (i)

the Contractor shall timely inform an appropriate State official in writing, that said records

should not be disclosed; and (ii) said records shall be sufficiently identified, and (iii)

designation of said records as exempt under the Statute is reasonable. Nothing contained herein

shall diminish, or in any way adversely affect, the State's right to discovery in any pending or

future litigation.

11. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION.

(a) FEDERAL EMPLOYER IDENTIFICATION NUMBER and/or

FEDERAL SOCIAL SECURITY NUMBER. All invoices or New York State

standard vouchers submitted for payment for the sale of goods of services or the lease of

real or personal property to a New York State agency must include the payee's

identification number, i.e., the seller's or lessor's identification number. The number is

either the payee's Federal employer identification number or Federal social security

number, or both such numbers when the payee has both such numbers. Failure to

include this number or numbers may delay payment. Where the payee does not have

such number or numbers, the payee, on his invoice or New York State Standard

voucher, must give the reason or reasons why the payee does not have such number or

numbers.

(b) PRIVACY NOTIFICATION. (1) The authority to request the above personal information from a seller of goods or services or

a lessor of real or personal property, and the authority to maintain such information, is found

in Section 5 of the State Tax Law. Disclosure of this information by the seller or lessor to

the State is mandatory. The principal purpose for which the information is collected is to

enable the State to identify individuals, businesses, and other who have been delinquent in

filing tax returns or may have understated their tax liabilities and to generally identify

persons affected by the taxes administered by the Commissioner of Taxation and Finance.

The information will be used for tax administration purposes and for any other purpose

authorized by law.


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(2) The personal information is requested by the purchasing unit of the agency

contracting to purchase the goods or services or lease the real or personal property

covered by this contract or lease. The information is maintained in New York

State's Central Accounting System by the Director of State Accounts, Office of the

State Comptroller, AESOB, Albany, New York 12236.

12. EQUAL EMPLOYMENT

Contractor, during the performance of this contract, agrees to the following:

(a) The Contractor will not discriminate against employees or applicants for employment

because of race, creed, color, national origin, sex, age, disability, or marital status.

Contractor will undertake or continue existing programs of affirmative action to ensure

that minority group members and women are afforded equal employment opportunities

without discrimination. The contractor shall make conscientious and active efforts to

employ and utilize minority group members and women it its work force on this

contract. For these purposes, affirmative action shall apply in the areas of recruitment,

employment, job assignment, promotion, upgrading, demotion, transfer, layoff, or

termination and rates of pay or other forms of compensation.

(b) at the request of RGRTA/RTS, Inc., the Contractor shall request each employment

agency, labor union, or authorized representative of workers with which it has a

collective bargaining or other Agreement or understanding, to furnish a written

statement that such employment agency, labor union, or representative will not

discriminate on the basis or race, creed, color, national origin, sex, age, disability, or

marital status and that such union or representative will affirmatively cooperate in the

implementation of the Contractor's obligations herein; and

(c) the Contractor shall state, in all solicitations or advertisements for employees, that, in

the performance of the State's contract, all qualified applicants will be afforded equal

employment opportunities without discrimination because of race, creed, color, national

origin, sex, age, disability, or marital status.

The State shall consider compliance by a Contractor or subcontractor with the requirements of any

Federal law concerning equal employment opportunity, which effectuates the purpose of this section.

The contracting agency shall determine whether the imposition of the requirements of the provisions

hereof duplicate or conflict with any such Federal law and if such duplication or conflict exists, the

contracting agency shall waive the applicability of Section 312 to the extent of such duplication or

conflict. The Contractor will comply with all duly promulgated and lawful rules and regulations of the

Governor's Office of Minority and Women's Business Development pertaining hereto.

13. CONFLICTING TERMS. In the event of a conflict between the terms of the contract (including any and all attachments thereto

and amendments thereof) and the terms of these New York State Clauses, the terms of these New York

State Clauses shall control.

14. GOVERNING LAW.

This contract shall be governed by the laws of the State of New York except where the Federal

supremacy clause requires otherwise.


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15. LATE PAYMENT.

Timeliness of payment and any interest to be paid to Contractor for late payment shall be

covered by Article XI-A of the State Finance Law to the extent required by law.

16. NO ARBITRATION.

Disputes involving this contract, including the breach or alleged breach thereof, may not be

submitted to binding arbitration (except where statutorily authorized) but must, instead, be

heard in a court of competent jurisdiction of the State of New York.

17. SERVICE OF PROCESS.

In addition to the methods of service allowed by the State Civil Practice Law & Rules

(“CPLR”), the Contractor hereby consents to service of process upon it by registered or

certified mail, return receipt requested. Service hereunder shall be complete upon Contractor’s

actual receipt of process or upon the State's receipt of the return thereof by the United State

Postal Service as refused or undeliverable. The Contractor must promptly notify the State, in

writing, of each and every change of address to which service of process can be made. Service

by the State to the last known address shall be sufficient. Contractor will have thirty (30)

calendar days after service hereunder is complete in which to respond.

18. MACBRIDE FAIR EMPLOYMENT PRINCIPLES

In accordance with the MacBride Fair Employment Principles (Chapter 807 of the Laws of

1992), the contractor hereby stipulates that the Contractor either (a) has no business operations

in Northern Ireland, or (b) shall take lawful steps in good faith to conduct any business

operations in Northern Ireland in accordance with the MacBride Fair Employment Principles

(as described in Section 165 of the New York State Finance Law), and shall permit independent

monitoring of compliance with such principles.

19. OMNIBUS PROCUREMENT ACT OF 1992

It is the policy of New York State to maximize opportunities for the participation of New York

State business enterprises, including minority and women-owned business enterprises as

bidders, subcontractors and suppliers on its procurement contracts.

Information on the availability of New York State subcontractors and suppliers is available

from:

Department of Economic Development


30 Pearl Street

Albany, NY 12245

(518) 292-5220

A directory of certified minority and women-owned business enterprises is available from:

Department of Economic Development


30 Pearl Street

Albany, NY 12245

(518) 292-5220

The Omnibus Procurement Act of 1992 requires that by signing this bid proposal or contract, as

applicable, Contractors certify that whenever the total bid amount is greater than $1 million:


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(a) Contractor has made reasonable efforts to encourage the participation of New York

State Business Enterprises as suppliers and subcontractors, including certified minority

and women-owned business enterprises, on this project, and has retained the

documentation of these efforts to be provided upon request to the State,

(b) Contractor has complied with the Federal Equal Opportunity Act of 1972 (P.L. 92-261),

as amended;

(c) The Contractor agrees to make reasonable efforts to provide notification to New York

State residents of employment opportunities on this project through listing any such

positions with the Job Service Division of the New York State Department of Labor, or

providing such notification in such manner as is consistent with existing collective

bargaining contracts or agreements. Contractor agrees to document these efforts and to

provide said documentation to the State upon request; and

(d) Contractor acknowledges notice that the State may seek to obtain offset credits from

foreign countries as a result of this contract and agrees to cooperate with the State in

these efforts.

20. RECIPROCITY AND SANCTIONS PROVISIONS Bidders are hereby notified that if their principal place of business is located in a country, nation,

province, state or political subdivision that penalizes New York State vendors, and if the goods or

services they offer will be substantially produced or performed outside New York State, the Omnibus

Procurement Act of 1994 and 2000 amendments (Chapter 684 and Chapter 383 respectively) require that

they be denied contracts which they would otherwise obtain. Contract the Department of Economic

Development, Division for Small Business, 30 South Pearl Street; Albany New York, 12245, for a

current list of jurisdictions subject to this provision.

SCHEDULE V (Attached)

Request for Quotes for [Supply or Service Description]

SCHEDULE VI (Attached) [Contractor Name]


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PROCUREMENT REQUEST FORM

Department:

Department Contact:

Item(s) or Service to be purchased:

Description of Item(s) or Service:

(Please attach specifications for commodity or scope of services for purchase of services)

Recommended Vendors:

(Please include contact information) and

attach a separate sheet, if necessary

Proposed Evaluation Team:

Cost Estimate (include the basis for the estimate)

Funding Source: Federal % State % Local %

GL#

Date item(s) or services(s) needed by:

Authorized Signatures: Please send to Mary Anne Merrick for processing of signatures.

Department Head Date VP Procurement & Grants Admin. Date

Chief Financial Officer Date DBE Liaison Officer Date

_______________________________________

Chief Operating Officer Date HR Department Date


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ATTACHMENT B

PURCHASE REQUISITION FORM PURCHASE REQUISITION


REGIONAL TRANSIT SERVICE, INCORPORATED

LIVINGSTON AREA TRANSPORTATION SERVICE

Date:

No. ___________

TYPE OF EQUIPMENT

ESTIMATED

ANNUAL

QUANTITY

PART

NO./

SERIAL

NUMBER

PRIMARY

ACCOUNT

NUMBER

UNIT

PRICE

ESTIMATED

ANNUAL

TOTAL

EST. ANNUAL TOTAL:

Confirming: YES NO

State Contract Number N/A

Requisitioned By

(Signature)

Approved By

(Signature)

Division # Department #

Please issue a Purchase Order for the following:

VENDOR NUMBER

VENDOR NAME

VENDOR ADDRESS

ATTENTION:


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INSTRUCTIONS FOR COMPLETING RGRTA PURCHASE REQUISITION FORM

1. Place an “X” in the box next to the RGRTA Company that will be invoiced for the requested purchase.

2. Date: Enter the Date the Form is completed.

3. Division Number/Department Number: Enter the Division Number and Department Number (if

unknown, the RGRTA/TRS, Inc. Procurement Officer will complete this information upon receipt of

the Purchase Requisition).

4. Vendor Number: Enter Vendor Number ((if unknown, the RGRTA/TRS, Inc. Procurement Officer will

complete this information).

5. Vendor Name/Vendor Address: Enter the name of the company selling the product and the company

address.

6. Attention: Enter the name and telephone number of the contact individual at the company.

7. Type of Equipment: Enter a detailed description of each item to be purchased.

8. Estimated Annual Quantity: Enter the quantity of each item to be purchased over the next twelve (12)

months.

9. Part No.: Enter the part number for each item to be purchased, if applicable.

10. Primary Account Number: Enter the General Ledger account number from which the funds will be

drawn to pay for each item to be purchased.

11. Unit Price: Enter the unit price of each item to be purchased.

12. Estimated Annual Total: Enter the estimated amount of money to be spent on the each item on an

annual basis (multiply the Unit Price by the Estimated Annual Quantity to obtain the Estimated Annual

Total).

13. Est. Annual Total: Add together the dollar amounts in all the rows under Estimated Annual Total to

obtain a grand total for all items listed on this Purchase Requisition.

14. Confirming: If the item to be purchased will be ordered (via telephone or electronic mail), place an

“X” in the “Yes” box. Upon receipt of the Purchase Requisition, the RTS, Inc. Procurement Officer

will issue a Purchase Order Number for use in ordering the item. Once the order is placed, the Purchase

Order is sent to the selling company. The P.O. indicates to the company that the order has already been

placed and authorizes shipment of the items to RTS, Inc. The P.O. is simply sent only for informational

purposes to confirm placement of the order.

If an employee is going directly to a store to purchase the item, place an “X” in the “No” box. Upon

receipt of the Purchase Requisition, the RTS, Inc. Procurement Officer will issue a Purchase Order

Number for use in purchasing the item. The RTS Procurement Officer will forward the Purchase Order

to the purchaser, and the purchaser will take the P.O. to the store for use in purchasing the item. In this

case, there is no need to “confirm” placement of an order, because the employee is purchasing the item

directly “off the shelf.”


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15. State Contract Number: If the item is available for purchase from a New York State Contract, enter

the contract number of the appropriate contract.

16. Requisitioned By: Signature of individual requesting the item(s).

17. Approved By: Signature of Department Head or Chief Financial Officer (if required).

18. Forward the completed Purchase Requisition to the RTS, Inc. Procurement Officer for further

processing.

19. Place an “X” in the box next to the RGRTA Company that will be invoiced for the requested purchase.

20. Date: Enter the Date the Form is completed.

21. Division Number/Department Number: Enter the Division Number and Department Number (if

unknown, the RGRTA/TRS, Inc. Purchasing Supervisor will complete this information upon receipt of

the Purchase Requisition).

22. Vendor Number: Enter Vendor Number ((if unknown, the RGRTA/TRS, Inc. Purchasing Supervisor

will complete this information).

23. Vendor Name/Vendor Address: Enter the name of the company selling the product and the company

address.

24. Attention: Enter the name and telephone number of the contact individual at the company.

25. Type of Equipment: Enter a detailed description of each item to be purchased.

26. Estimated Annual Quantity: Enter the quantity of each item to be purchased over the next twelve (12)

months.

27. Part No.: Enter the part number for each item to be purchased, if applicable.

28. Primary Account Number: Enter the General Ledger account number from which the funds will be

drawn to pay for each item to be purchased.

29. Unit Price: Enter the unit price of each item to be purchased.

30. Estimated Annual Total: Enter the estimated amount of money to be spent on the each item on an

annual basis (multiply the Unit Price by the Estimated Annual Quantity to obtain the Estimated Annual

Total).

31. Est. Annual Total: Add together the dollar amounts in all the rows under Estimated Annual Total to

obtain a grand total for all items listed on this Purchase Requisition.

32. Confirming: If the item to be purchased will be ordered (via telephone or electronic mail), place an

“X” in the “Yes” box. Upon receipt of the Purchase Requisition, the RTS, Inc. Procurement Officer

will issue a Purchase Order Number for use in ordering the item. Once the order is placed, the Purchase

Order is sent to the selling company. The P.O. indicates to the company that the order has already been

placed and authorizes shipment of the items to RTS, Inc. The P.O. is simply sent only for informational

purposes to confirm placement of the order.


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If an employee is going directly to a store to purchase the item, place an “X” in the “No” box. Upon

receipt of the Purchase Requisition, the RTS, Inc. Procurement Officer will issue a Purchase Order

Number for use in purchasing the item. The RTS Procurement Officer will forward the Purchase Order

to the purchaser, and the purchaser will take the P.O. to the store for use in purchasing the item. In this

case, there is no need to “confirm” placement of an order, because the employee is purchasing the item

directly “off the shelf.”

33. State Contract Number: If the item is available for purchase from a New York State Contract, enter

the contract number of the appropriate contract.

34. Requisitioned By: Signature of individual requesting the item(s).

35. Approved By: Signature of Department Head or Chief Financial Officer (if required).

36. Forward the completed Purchase Requisition to the RTS, Inc. Procurement Officer for further

processing.


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FORMAL QUOTATION (SMALL PURCHASE) PROCURMENT FILE CHECKLIST

Applicable Procurement Type: Formal Quotation (Small Purchase) ($2,500-$24,999.99)

Project Name/Description: ___________________________________

REQUIRED DOCUMENTATION

DATE FILED

INITIAL

Procurement Request Memo with Independent Cost

Estimate

Memo Justifying Procurement Method

Complete Specification/Solicitation Document (including

Fed. And NYS Clauses, if applicable)

Advertisements (if applicable) (Under $15,000 not required

to be advertised)

Pre-Quote Meeting Documentation (if applicable)

List of Bidders and Price Quotes (Minimum of 3 quotes).

Award Justification Memo, including Determination of

Responsiveness and Responsibility

Executed Contract

Insurance Certificate(s)

Executed Purchase Requisition (if applicable) —Copy sent to

Purchasing Supervisor

Contract Modification Justification with Cost or Price

Analysis

Related Correspondence/E-Mails.


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SEALED INVITATION FOR BIDS (IFB) PROCUREMENT FILE CHECKLIST

Applicable Procurement Type: Invitation for Bids (IFB) (over $25,000)



DATE

FILED

INITIAL

Procurement Request Memo with Independent Cost Estimate


Complete Specification/Solicitation Document (including Fed. And

NYS Clauses, if applicable)

Bid Security (Required for Construction over $100,000)

Performance Bond (required for Construction over $100,000)

Labor and Materials Payment Bond (required for Construction over

$100,000)

Advertisement(s)

Pre-Bid Meeting Documentation (if applicable)

Certified Bid Tabulation

Award Justification Memo if Awarded to Other than Low Bidder

Bid Packages/Forms

List of Bidders Directly Solicited and Bidders who Requested the RFP.



Buy America Certification (Expenditures for Equipment or

Construction over $100,000.

Board Resolution (Expenditures over $ 75,000)

Executed Contract




Contract Modification Justification with Cost or Price Analysis


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REQUEST FOR PROPOSALS (RFP) PROCUREMENT FILE CHECKLIST

Applicable Procurement Type: Request for Proposals (RFP)



DATE FILED

INITIAL



Complete Specification/Solicitation Document (including Fed.

And NYS Clauses, if applicable)

Advertisement(s)

Pre-Proposal Meeting Documentation (if applicable)

List of Proposals and Prices

Proposal Evaluation Forms

Proposals

List of Proposals and Prices with Indication of Bidders Directly

Solicited and Bidders who Requested the RFP.





Board Resolution (Expenditures over $25,000)

Executed Contract







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SOLE SOURCE PROCUREMENT FILE CHECKLIST

Applicable Procurement Type: Sole Source Procurement



DATE FILED

INITIAL



Complete Specification/Solicitation Document (including Fed. And

NYS Clauses, if applicable)

Advertisement(s), including Statement of Sole Source Procurement

Intention

List of Proposals and Prices

Proposals

List of Proposals and Prices with Indication of Bidders Directly

Solicited and Bidders who Requested the RFP.



Cost Analysis Memo



Board Resolution (Expenditures over $25,000)

Executed Contract







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EXAMPLE RFP EVALUATION PROCESS

Excerpt from the American Public Transit Association Standard Bus Procurement Guidelines Draft as of 9/20/96

1.1.4 PROPOSAL EVALUATION, NEGOTIATION AND SELECTION

Proposals will be evaluated, negotiated, selected and any award made in accordance with the criteria and

procedures described below. The approach and procedures are those which are applicable to a competitive

negotiated procurement whereby proposals are evaluated to determine which proposals are within a competitive

range. Discussions and negotiations may then be carried out with Offerors within the competitive range, after

which Best and Final Offers (BAFOs) may be requested. However, the RGRTA may select a proposal for award

without any discussions or negotiations or request for any BAFO(s). Subject to the RGRTA’s right to reject any or

all proposals, the Offeror will be selected whose proposal is found to be most advantageous to the RGRTA, based

upon consideration of the criteria of "Qualification Requirements" (Section 1.1.4.3.1) and "Proposal Evaluation

Criteria" (Section 1.1.4.3.2) below.

1.1.4.1 Opening of Proposals

Proposals will not be publicly opened. All proposals and evaluations will be kept strictly confidential throughout

the evaluation, negotiation and selection process. Only the members of the Selection Committee and Evaluation

Team and other RGRTA officials, employees and agents having a legitimate interest will be provided access to the

proposals and evaluation results during this period.

1.1.4.2 Selection Committee and Evaluation Team

(NOTE: RGRTA to specify how it will organize the evaluation and appropriately title this section. The following is

provided as an example.)

A Selection Committee will be established. The Committee will make all decisions regarding the evaluations,

determination of responsible Offerors and the competitive range, negotiations and the selection of the Offeror, if

any, that may be awarded the Contract. The Selection Committee will be assisted by an Evaluation Team which

will include officers, employees and agents of the RGRTA. The Evaluation Team will carry out the detailed

evaluations and report all of its findings to the Selection Committee.

1.1.4.3 Proposal Selection Process

The following describe the process by which proposals will be evaluated and a selection made for a potential

award. Any such selection of a proposal by a responsible Offeror shall be made by consideration of only the

criteria of "Qualification Requirements"

(Section 1.1.4.3.1) and "Proposal Evaluation Criteria"

(Section 1.1.4.3.2) below.

Section 1.1.4.3.1 specifies the requirements for determining responsible Offerors, all of which must be met by an

Offeror to be found qualified. Final determination of an Offeror's qualification will be made based upon all

information received during the evaluation process and as a condition for award. Section 1.1.4.3.2 contains all of

the evaluation criteria, and their relative order of importance, by which a proposal from a qualified Offeror will be

considered for selection. An award, if made, will be to a responsible Offeror for a proposal which is found to be in

the RGRTA's best interest, price and other evaluation criteria considered.

The procedures to be followed for these evaluations are provided in "Evaluation Procedures" (Section 1.1.4.4)

below.

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http://www.fta.dot.gov/library/admin/BPPM/#AB1-1.1.4.4


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1.1.4.3.1 Qualification Requirements

The following are the requirements for qualifying responsible Offerors. All of these requirements must be met;

therefore, they are not listed by any particular order of importance. The Offeror of any proposal that the Selection

Committee finds not to meet these requirements, and cannot be made to meet these requirements, may be

determined by the Selection Committee not to be responsible and its proposal rejected. The requirements are as

follows:

(NOTE: Requirements shown in italics are examples to serve as guidelines. The RGRTA is to choose and specify

the appropriate requirements.)

I. Sufficient financial strength and resources and capability to finance the work to be performed and complete the

Contract in a satisfactory manner as measured by:

A. Offeror's financial statements prepared in accordance with United States Generally Accepted

Accounting Principles (GAAP) and audited by an independent certified public accountant authorized to

practice in the jurisdiction of either the RGRTA or the Offeror. (NOTE: RGRTA to determine any

minimum requirements for equity, working capital, debt, etc. For example where it would be possible to

establish some minimum numerical values for equity, debt to assets ratio, etc. as a screening mechanism,

this should be done on an approximate basis to avoid having to rule out an otherwise viable Offeror which

is just below a rigid minimum. Whatever measures are established should be consistent with what the

financial strength needs are for the project. Here it is only important to determine if the Offeror will have

sufficient financial strength to pay its bills on time, fund the cash flow, and meet obligations to

subcontractors. The evaluation of financial strength should take into account the Offeror's other

contractual commitments)

B. (NOTE: If performance bonding is specified as an alternative to or together with other financial

qualifications and assurances) Ability to secure required bond(s) as evidenced by a letter of commitment

from an underwriter confirming that the Offeror can be bonded for the required amount.

C. Willingness of any parent company to provide the required financial guaranty evidenced by a letter of

commitment signed by an officer of the parent company having the authority to execute the parent

company guaranty.

(NOTE: If the Offeror is a subsidiary(ies) of another company(ies) or is a joint venture, guaranties from

the parents and/or corporate members of the joint venture should be required. Language can be stipulated

by the RGRTA to assure that the guaranty is effective.)

D. Ability to obtain required insurance with coverage values that meet minimum requirements evidenced

by a letter from an underwriter confirming that the Offeror can be insured for the required amount.

II. Evidence that the human and physical resources are sufficient to perform the contract as specified and assure

delivery of all equipment within the time specified in the Contract, to include:

A. Engineering, management and service organizations with sufficient personnel and requisite disciplines,

licenses, skills, experience, and equipment to complete the Contract as required and satisfy any

engineering or service problems that may arise during the warranty period.

B. Adequate manufacturing facilities sufficient to produce and factory-test equipment on schedule.

C. A spare parts procurement and distribution system sufficient to support equipment maintenance without

delays and a service organization with skills, experience, and equipment sufficient to perform all warranty

and on-site work.


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III. Evidence that Offeror is qualified in accordance with Agency Quality Assurance Provisions.

IV. Evidence of satisfactory performance and integrity on contracts in making deliveries on time, meeting

specifications and warranty provisions, parts availability, and steps Offeror took to resolve any judgments, liens,

fleet defects history, and warranty claims. Evidence shall be by client references.

Proposal Evaluation Criteria

The following are the complete criteria, listed by their relative degree of importance, by which proposals from

responsible Offerors will be evaluated and ranked for the purposes of determining any competitive range and to

make any selection of a proposal for a potential award. Any exceptions, conditions, reservations or

understandings explicitly, fully and separately stated on the "Form for Proposal Deviation (Section 1.1.6.9)

which do not cause the RGRTA to consider a proposal to be outside the competitive range, will be evaluated

according to the respective evaluation criteria and/or sub-criteria which they affect.

The criteria are listed numerically by their relative order of importance. However, certain criteria may have sub-

criteria that are listed by their relative order of importance within the specific criterion they comprise. Also,

certain sub-criteria may have sub-criteria that are listed by their relative degree of importance within the specific

sub-criterion they comprise.

(NOTE: RGRTA to define and insert the evaluation criteria. At the option of the RGRTA weights should be

assigned to each criterion and sub-criterion and shown in the document. The criteria are to be listed by their

order of importance in the evaluation. The following are suggested categories of criteria for RGRTA

consideration, but not listed in suggested order of importance:

Technical

Qualifications and Resources

Management

Price

Other Financial Impacts

Example evaluation criteria are presented in the Appendix at the end of this Section 1.)

1.1.4.4 Evaluation Procedures

All aspects of the evaluations of the proposals and any discussions/negotiations, including documentation,

correspondence and meetings, will be kept confidential during the evaluation and negotiation process.

Proposals will be analyzed for conformance with the instructions and requirements of the RFP and Contract

documents. Proposals that do not comply with these instructions and do not include the required information

may be rejected as insufficient or not be considered for the competitive range. RGRTA reserves the right to

request an Offeror to provide any missing information and to make corrections. Offerors are advised that the

detailed evaluation forms and procedures will follow the same proposal format and organization specified in

"Instructions to Offerors" (Section 1.1.3). Therefore, Offerors shall pay close attention to and strictly follow all

instructions. Submittal of a proposal will signify that the Offeror has accepted the whole of the Contract

documents, except such conditions, exceptions, reservations or understandings explicitly, fully and separately

stated on the forms and according to the instructions of "Form for Proposal Deviation." Any such conditions,

exceptions, reservations or understandings which do not result in the rejection of the proposal are subject to

evaluation under the criteria of "Proposal Evaluation Criteria" (Section 1.1.4.3.2).

Evaluations will be made in strict accordance with all of the evaluation criteria and procedures specified in

"Proposal Selection Process" (Section 1.1.4.3).

The RGRTA will select for any award the highest ranked proposal from a responsible Offeror, qualified under

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"Qualification Requirements" (Section 1.1.4.3.1) which does not render this procurement financially infeasible

and is judged to be most advantageous to the RGRTA based on consideration of the evaluation "Proposal

Evaluation Criteria" (Section 1.1.4.3.2).

1.1.4.4.1 Evaluations of Competitive Proposals I. Qualification of Responsible Offerors. Proposals will be evaluated in accordance with requirements of

"Qualification Requirements" (Section 1.1.4.3.1) to determine the responsibility of Offerors. Any proposals from

Offerors whom the RGRTA finds not to be responsible and finds cannot be made to be responsible may not be

considered for the competitive range. Final determination of an Offeror's responsibility will be made upon the

basis of initial information submitted in the proposal, any information submitted upon request by the RGRTA,

information submitted in a BAFO and information resulting from RGRTA inquiry of Offeror's references and its

own knowledge of the Offeror.

II. Detailed Evaluation of Proposals and Determination of Competitive Range. Each proposal will be

evaluated in accordance with the requirements and criteria specified in "Proposal Selection Process"

(Section 1.1.4.3).

The following are the minimum requirements that must be met for a proposal to be considered for the

competitive range. All of these requirements must be met; therefore, they are not listed by any particular order of

importance. Any proposal that the RGRTA finds not to meet these requirements, and may not be made to meet

these requirements, may be determined by the RGRTA to not be considered for the competitive range. The

requirements are as follows:

A. Offeror is initially evaluated as responsible in accordance with the requirements of "Qualification

Requirements"

(Section 1.1.4.3.1), or that the RGRTA finds it is reasonable that said proposal can be modified to meet said

requirements. Final determination of responsibility will be made with final evaluations.

B. Offeror has followed the instructions of the RFP and included sufficient detail information, such that the

proposal can be evaluated. Any deficiencies in this regard must be determined by the RGRTA to be either a

defect that the RGRTA will waive in accordance with "Acceptance/Rejection of Proposals" (Section 1.1.5.1)

or that the proposal can be sufficiently modified to meet these requirements.

C. Proposal price would not render this procurement financially infeasible, or it is reasonable that such

proposal price might be reduced to render the procurement financially feasible.

The RGRTA will carry out and document its evaluations in accordance with the criteria and procedures of

"Proposal Selection Process" (Section 1.1.4.3).

Any extreme proposal deficiencies which may render a proposal unacceptable will be documented. The

RGRTA will make specific note of questions, issues, concerns and areas requiring clarification by Offerors

and to be discussed in any meetings with Offerors which the RGRTA finds to be within the competitive

range.

Rankings and spreads of the proposals against the evaluation criteria will then be made by the RGRTA as a

means of judging the overall relative spread between proposals and of determining which proposals are

within the competitive range, or may be reasonably made to be within the competitive range.

III. Proposals not within the Competitive Range. Offerors of any proposals that have been determined by

the RGRTA as not in the competitive range, and cannot be reasonably made to be within the competitive

range, will be notified in writing, including the shortcomings of their proposals.








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IV. Discussions with Offerors in the Competitive Range. The Offerors whose proposals are found by the

RGRTA to be within the competitive range, or may be reasonably made to be within the competitive range,

will be notified and any questions and/or requests for clarifications provided to them in writing. Each such

Offeror may be invited for a private interview(s) and discussions with the RGRTA to discuss answers to

written or oral questions, clarifications, and any facet of its proposal.

In the event that a proposal, which has been included in the competitive range, contains conditions,

exceptions, reservations or understandings to any Contract requirements as provided in "Form for Proposal

Deviation", said conditions, exceptions, reservations or understandings may be negotiated during these

meetings. However, the RGRTA shall have the right to reject any and all such conditions and/or exceptions,

and instruct the Offeror to amend its proposal and remove said conditions and/or exceptions; and any Offeror

failing to do so may cause the RGRTA to find such proposal to be outside the competitive range.

No information, financial or otherwise, will be provided to any Offeror about any of the proposals from other

Offerors. Offerors will not be given a specific price or specific financial requirements they must meet to gain

further consideration, except that proposed prices may be considered to be too high with respect to the

marketplace or unacceptable. Offerors will not be told of their rankings among the other Offerors.

V. Factory and Site Visits. The RGRTA reserves the right to conduct factory visits to inspect the Offeror's

facilities and/or other transit systems which the Offeror has supplied the same or similar equipment.

VI. Best and Final Offers (BAFO). After all interviews have been completed, each of the Offerors in the

competitive range will be afforded the opportunity to amend its proposal and make its BAFO. The request for

BAFOs shall include:

A. Notice that discussions/negotiations are concluded; B. Notice that this is the opportunity for

submission of a BAFO;

C. A common date and time for submission of written BAFOs, allowing a reasonable opportunity for

preparation of the written BAFOs;

D. Notice that if any modification to a BAFO is submitted, it must be received by the date and time

specified for the receipt of BAFOs and is subject to the late submissions, modifications, and withdrawals

of proposals provisions of the Request for Proposal;

E. Notice that if Offerors do not submit a BAFO or a notice of withdrawal and another BAFO, their

immediate previous Offer will be construed as their BAFO.

Any modifications to the initial proposals made by an Offeror in its BAFO shall be identified in its

BAFO. BAFOs will be evaluated by the RGRTA according to the same requirements and criteria as the

initial proposals "Proposal Selection Process"

(Section 1.1.4.3). The RGRTA will make appropriate adjustments to the initial scores for any sub-criteria

and criteria which have been affected by any proposal modifications made by the BAFOs. These final

scores and rankings within each criteria will again be arrayed by the RGRTA and considered according to

the relative degrees of importance of the criteria defined in "Proposal Evaluation Criteria" (Section

1.1.4.3.2).

The RGRTA will then choose that proposal which it finds to be most advantageous to the RGRTA based

upon the evaluation criteria. The results of the evaluations and the selection of a proposal for any award

will be documented in a report.





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The RGRTA reserves the right to make an award to an Offeror whose proposal it judges to be most

advantageous to the RGRTA based upon the evaluation criteria, without conducting any written or oral

discussions with any Offerors or solicitation of any BAFOs.

APPENDIX A: ILLUSTRATIVE EVALUATION CRITERIA AND SCORING PROCEDURE

Two scoring methods, each including criteria and application of the criteria, are presented below. The first is a

completely weighted method, in which all the criteria have a predetermined role and, given the unavoidably

subjective assignment of pass/fail or numerical scores to specific criteria, results in a single, certain total score for

each proposal. The second method, the narrative/trade-off method, provides more subjectivity in the assignment

and combination of technical scores, and in the trade-offs between price and non-price criteria. An infinite

number of variations and combinations of these methods could be developed.

I. COMPLETELY WEIGHTED FORMULA METHOD

1.1.4.3.2 Illustrative Evaluation Criteria (Completely Weighted Formula Illustrative Method)

I. Affordability (pass or fail). The price proposals will be assessed for affordability. The RGRTA will not

make an award for any proposal which proposes prices that would render the procurement infeasible.

II. Minimum Technical Requirements (pass or fail). Technical proposals shall meet the following minimum

technical requirements for any consideration for selection and award. A proposal not meeting all of these

requirements will be rejected.

(NOTE: Certain requirements of the specification can be selected as absolute requirements, such that where any

one is not proposed to be met would be reason to reject a proposal. When doing so, the specific requirements

must be identified by detailed references.)

EXAMPLES:

1. Passenger Capacity specified in _______.

2. Overall dimensions specified in _______.

3. Performance (speed, acceleration, braking, turning radius) specified in _______.

4. Emissions specified in _______.

5. Propulsion system requirements of _______.

6. Body structural and material requirements of _______.

7. Service proven technology

III. Unacceptable Exceptions, Conditions, Reservations and Understandings (pass or fail). Exceptions,

conditions, reservations or understandings that are explicitly, fully and separately stated on the required form of

Section 1.1.6.9 "Form for Proposal Deviation" will be evaluated for their acceptability. A proposal having a

preponderance of unacceptable exceptions and conditions may be cause for the proposal to be rejected. Each of

any exceptions and/or conditions made in a proposal will be evaluated and the RGRTA will determine their

individual acceptability. An unacceptable exception, condition, reservation or understanding, if not withdrawn

by the Offeror upon the request by the RGRTA, would be cause for the proposal to be rejected. For the purposes

of determining the competitive range a proposal containing unacceptable exceptions, conditions, reservations or

understandings may be included on the basis that the proposal is capable of being made acceptable provided that

the Offeror withdraw or modify the unacceptable exceptions, conditions, reservations or understandings. Any

exceptions, conditions, reservations or understandings which do not cause the RGRTA to consider a proposal to


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be outside the competitive range, will be evaluated according to the respective evaluation criteria and/or sub-

criteria which they affect.

IV. Technical Proposal Scoring Criteria (weight = _______) The transit bus offered in the technical proposal

will be evaluated for the following factors which are listed in their relative order of importance:

A. Engine - Operating experience of previous users and test results of proposed engine and subsystems in

transit service. The degree to which performance requirements of Part 3: Technical Specifications, for the

engine are proposed to be met. The risk of development tasks (if any) will be assessed. (sub-weight = ______)

B. Transmission - Operating experience of previous users and test results of proposed transmission in transit

service. The degree to which performance requirements of Part 3: Technical Specifications, for the

transmission are proposed to be met. The risk of development tasks (if any) will be assessed. (sub-weight =

______)

C. Major Subsystems - Operating experience of previous users and test results of proposed major subsystems

in transit service. The degree to which performance requirements of Part 3: Technical Specifications, for each

major subsystem are proposed to be met. The risk of development tasks (if any) will be assessed. (sub-weight

= ______)

D. Quality Assurance - Sufficiency of in-place Quality Assurance Program and procedures to meet

requirements. (sub-weight = ______)

E. Spare Parts Availability - Degree to which the required availability of spare parts (Section 2.5.4) are

proposed to be met or exceeded. (sub-weight = ______)

F. Standard Warranty - Degree to which the standard warranty of Part 5 is proposed to be met or exceeded.

(sub-weight = _______)

G. System Support - Demonstrated ability to meet or exceed reliability and maintainability requirements;

suitability of test equipment; quality of manuals; and effectiveness of training programs.

(sub-weight = ______)

V. Proposed Price (weight = _______). The lowest proposal price (among all proposals) will be divided by the

proposal price being scored, and the resulting quantity will be multiplied by the weight for the proposed price

criterion.

VI. Qualifications (weight = _______). Degree to which Offeror exceeds the required qualifications of Section

1.1.4.3.1 above.

A. Financial Strength and Resources (sub-weight = ______)

B. Human and Physical Resources (sub-weight = ______)

C. Record of Performance on Bus Contracts (sub-weight = ______)

VII. Other Financial Impacts (weight = _______). This factor will consider the following financial impacts:

maintenance costs resulting from parts reliability, parts standardization, warranties, timeframe for Contract

performance and final delivery, and the extent to which the RGRTA can analyze cost and pricing data.




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1.1.4.3.3 Application of Evaluation Criteria. (Completely Weighted Formula Illustrative Method)

(NOTE: This section may or may not be included, dependent upon the specific criteria that are included in

Section 1.1.4.3.2.)

Proposals will be evaluated against the pass/fail Criteria Nos. 1, 2 and 3. Any proposal which meets all pass/fail

criteria, or fails one or more of these criteria but is susceptible of being made to meet such failed criteria, will be

considered within the competitive range. Otherwise, a proposal may not be considered to be within the

competitive range.

Sub-criteria of Criteria Nos. 4 and 6 will be scored based on the reviewer's determination of the degree of

compliance with Contract requirements, potential risks and benefits, and strengths and weaknesses. The score is

reduced in proportion to the extent of non-conformance, discrepancies, errors, omissions, and risks to the

RGRTA. Scores will be assigned according to the following:

9 - 10 Exceptional. Fully compliant with Contract requirements and with desirable strengths or betterments;

no errors, or risks, or weaknesses or omissions.

6 - 8 Good to Superior. Compliant with Contract requirements; some minor errors, or risks, or weaknesses

or omissions.

4 - 5 Adequate. Minimally compliant with Contract requirements; errors, or risks, or weaknesses or

omissions; possible to correct and make acceptable.

1 - 3 Poor to Deficient. Non-compliant with Contract requirements; errors, or risks, or weaknesses or

omissions; difficult to correct and make acceptable.

0 Unacceptable. Totally deficient and not in compliance with Contract requirements; not correctable.

An estimate of the impact costs to the RGRTA will be made for the items listed in Criterion No. 7. Resultant

scores for each sub-criterion will be weighed by the appropriate weight factors and a total score for each

criterion determined. The scores of Criteria Nos. 4, 5 and 6 will then be weighed by the appropriate weight

factors and a total score developed for the proposal. The following table illustrates the procedure.

II. NARRATIVE / TRADE-OFF METHOD

1.1.4.3.2 Evaluation Criteria (Narrative / Trade-Off Illustrative Method)

I. Unacceptable Exceptions, Conditions, Reservations and Understandings (pass or fail). Exceptions,

conditions, reservations or understandings that are explicitly, fully and separately stated on the required form of

Section 1.1.6.9 "Form for Proposal Deviation" will be evaluated for their acceptability. A proposal having a

preponderance of unacceptable exceptions and conditions may be cause for the proposal to be rejected. Each of

any exceptions and/or conditions made in a proposal will be evaluated and the RGRTA will determine their

individual acceptability. An unacceptable exception, condition, reservation or understanding, if not withdrawn

by the Offeror upon the request by the RGRTA, would be cause for the proposal to be rejected. For the purposes

of determining the competitive range a proposal containing unacceptable exceptions, conditions, reservations or

understandings may be included on the basis that the proposal is capable of being made acceptable provided that

the Offeror withdraw or modify the unacceptable exceptions, conditions, reservations or understandings. Any

exceptions, conditions, reservations or understandings which do not cause the RGRTA to consider a proposal to

be outside the competitive range, will be evaluated according to the respective evaluation criteria and/or sub-

criteria which they affect.



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II. Other Pass/Fail Criteria - (NOTE: If the RGRTA wishes to impose any other unalterable conditions on the

proposals, these may be included as pass/fail criteria. Proposer criteria in addition to those specified in Section

1.1.4.3.1 "Qualification Requirements"(such as financial capability, proof of ability to provide performance

bonds, or proven experience record) or essential technical criteria (such as propulsion system or approved equal,

or structural requirements) may be either included in this category as pass/fail criteria, or evaluated under the

following criteria with extremely low ranking for attributes that are unsatisfactory. The necessary input data

should correspond to proposal requirements listed in Sections 1.1.3.2.2 "Technical Proposal" or 1.1.3.2.3

"Management Plan.")

III. Technical Proposal - The transit bus and support offered in the technical proposal will be evaluated for the

following factors which are listed in their relative order of importance:

A. Powertrain - Operating experience of previous users and test results of proposed engine, transmission,

and subsystems in transit service. The degree to which performance requirements of Part 3: Technical

Specifications and the needs of the RGRTA, for the engine and transmission are proposed to be met. The

risk of development tasks (if any) will be assessed.

B. Structure, Suspension, and Body - Operating experience of previous users and test results of proposed

structure, suspension (including braking systems and steering) and body in transit service. The degree to

which performance requirements of Part 3: Technical Specifications and the needs of the RGRTA, for these

systems are proposed to be met. The risk of development tasks (if any) will be assessed.

C. Other Major Subsystems - Operating experience of previous users and test results of proposed major

subsystems in transit service. The degree to which performance requirements of Part 3: Technical

Specifications and the needs of the RGRTA, for each major subsystem are proposed to be met. The risk of

development tasks (if any) will be assessed.

D. Quality Assurance - Sufficiency of in-place Quality Assurance Program and procedures to meet

requirements.

E. Spare Parts Availability - Degree to which the required availability of spare parts (Section 2.5.4) are

proposed to be met or exceeded.

F. Standard Warranty - Degree to which the standard warranty of Part 5 is proposed to be met or exceeded.

G. System Support - Demonstrated ability to meet or exceed reliability and maintainability requirements;

suitability of test equipment; quality of manuals; and effectiveness of training programs.

H. Other Financial Impacts - This factor will consider the following financial impacts: maintenance costs

resulting from parts reliability, parts standardization, warranties, timeframe for Contract performance and

final delivery, and the extent to which the RGRTA can analyze cost and pricing data.

I. Qualifications - Degree to which Offeror exceeds the required qualifications of Section 1.1.4.3.1 above.

a) Human and Physical Resources.

b) Financial Strength and Resources.

c) Record of Performance on Bus Contracts.

(NOTE: The necessary input data should correspond to proposal requirements listed in Sections 1.1.3.2.2

"Technical Proposal" or 1.1.3.2.3 "Management Plan.")





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IV. Proposed Price. The price proposals will be evaluated and appropriate, uniform treatment of unit costs,

ancillary products and services, escalators, exchange rates, deviations and options will reduce each proposal

to a single price evaluation figure. (NOTE: FTA competitive procurement requirements specify that to

preserve the right to exercise options, they should be included in the evaluation).

1.1.4.3.3 Application of Evaluation Criteria. (Narrative / Trade-Off Illustrative Method)

(NOTE: This section may or may not be included, dependent upon the specific criteria that are included in

Section 1.1.4.3.2.)

1. Proposals will be evaluated against the pass/fail Criteria Nos. 1 and 2. Any proposal which meets all pass/fail

criteria, or fails one or more of these criteria but is deemed susceptible of being made to meet such failed criteria,

will be considered within the competitive range. Otherwise, a proposal may not be considered to be within the

competitive range.

Sub-criteria of Criterion No. 3 will be evaluated based on the reviewer's determination of the degree of

compliance with Contract requirements, potential risks and benefits, and strengths and weaknesses. One of the

following adjectival ratings should be used for each subcriterion:

Excellent Significantly exceeds in all respects the minimum requirements; high probability of success; no

significant weaknesses.

Very Good Substantial response; meets in all aspects and in some cases exceeds, the critical requirements; no

significant weaknesses.

Good Generally meets minimum requirements; good probability of success; weaknesses can be readily

corrected.

Marginal Lack of essential information; low probability for success; significant weaknesses, but

correctable.

Unsatisfactory Fails to meet minimum requirements; needs major revision to make it acceptable.

Evaluators are to substantiate each rating with a brief narrative explaining their evaluation. The narrative will be

specific in nature, addressing the strengths/weaknesses of the proposal in each area and provide a sound rationale

for the conclusion reached. This becomes the basis for the evaluator's overall rating and comparison to other

proposals. To arrive at the overall technical rating, the evaluator will develop a summary statement.

Evaluators may utilize an informal weighting scheme as a tool (not to be considered the formal evaluation) to

assist them in formulating their evaluation. This may be helpful to individual evaluators in terms of remaining

focused on the relationship between criteria and facilitate the evaluation process.

2. The individual evaluators will rank each of the proposals reviewed in descending order and provide a

supporting narrative, addressing the specific elements of the proposal that are the determining factors (consistent

with step 1 findings) for their position within the ranking.

3. Committee members will review and discuss the individual findings and develop a consensus ranking

consistent with the evaluation criteria. The committee ranking must also be supported by a narrative that

provides the rationale (specific strengths and weaknesses) for their determination.

4. The rank ordered list of proposals will be arrayed in descending order together with the price evaluation figure

for each proposal. As the list is reviewed in descending order, any increase in price as technical merit decreases

will cause the elimination of the proposal from the list. If more than one proposal remains, the committee will

review the trade-offs between descending technical merit and descending price. The committee will then make a

decision regarding which of the proposals is the most advantageous to the RGRTA, price and other factors

considered.

~END~
