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March 28, 2016REVISED APRIL 27, 2016 RFP 001-2016(A)

Request for Proposal

RFP 001-2016(A)

HEALTHTRAN CLIENT TRANSPORTATION SERVICES

Date Issued: March 28, 2016REVISED APRIL 27, 2016

NOTICE: HealthTran will select more than one Contractor under this RFP. Submittals Must be Received at the MRHA Office By April 30, 2016 - THE NEW RFP DEADLINE IS NOW MAY 13, 2016 – BEFORE 5:00 PM. 5:00 PM Local Time (Submissions postmarked before that date, but not delivered, will not be considered.)

2016 MRHA – HealthTran - Client Transportation - Request for Services of 90

Note in this Revised RFP: Double underlined text is new; Struck through text is to be ignored.


1 Definitions............................................................................................................................................................................................... 42 Introduction............................................................................................................................................................................................ 6

2.1 Introducing the MRHA & HealthTran...............................................................................................................................62.2 The HealthTran Mission.........................................................................................................................................................62.3 HealthTran’s Transportation Asset Assignment Protocols.....................................................................................72.4 Scope and Purpose of this RFP............................................................................................................................................82.5 Funds Available.......................................................................................................................................................................... 92.6 HealthTran’s Partnerships....................................................................................................................................................92.7 Clients.......................................................................................................................................................................................... 102.8 Trip Classifications.................................................................................................................................................................102.9 Contractor Selection Procedures.....................................................................................................................................12

3 Notices, Purpose, and Scope.........................................................................................................................................................133.1 Notices and Response Criteria..........................................................................................................................................133.2 Minimum Bidder Qualifications.......................................................................................................................................163.3 Allowable Fees and Compensation.................................................................................................................................193.4 Contractor Rights Regarding Clients..............................................................................................................................203.5 Required Reports....................................................................................................................................................................213.6 Vehicle Operators...................................................................................................................................................................213.7 Vehicle Inspections................................................................................................................................................................223.8 Equipment Operation............................................................................................................................................................223.9 RFP Timeline.............................................................................................................................................................................233.10 Evaluation Criteria............................................................................................................................................................243.11 RFP Contacts........................................................................................................................................................................243.1 RFP Evaluation Criteria........................................................................................................................................................25

4 General Contract Provisions.........................................................................................................................................................274.1 Standard Clauses.....................................................................................................................................................................274.2 Representations.......................................................................................................................................................................284.3 Warranties................................................................................................................................................................................. 294.4 Covenants................................................................................................................................................................................... 304.5 Rights........................................................................................................................................................................................... 304.6 Conditions.................................................................................................................................................................................. 304.7 Confidentiality..........................................................................................................................................................................314.8 Liability & Indemnification.................................................................................................................................................324.9 Modification of This Agreement.......................................................................................................................................324.10 Termination of This Agreement..................................................................................................................................334.11 Remedies............................................................................................................................................................................... 344.12 Federal Transit Administration (FTA) Standard Clauses................................................................................354.13 Breaches and Dispute Resolution...............................................................................................................................384.14 Byrd Anti-Lobbying Amendment...............................................................................................................................394.15 Civil Rights Requirements.............................................................................................................................................394.16 Environmental Acts..........................................................................................................................................................444.17 Data Acts................................................................................................................................................................................444.18 Contract Work Hours & Safety Standards Act.......................................................................................................454.19 Violations.............................................................................................................................................................................. 454.20 Contracts Involving Federal Privacy Act Requirements...................................................................................464.21 Disadvantaged Business Enterprise..........................................................................................................................464.22 Drug and Alcohol Abuse and Testing........................................................................................................................474.23 Environmental Justice.....................................................................................................................................................474.24 Environmental Protections...........................................................................................................................................484.25 Equal Employment Opportunity.................................................................................................................................484.26 Federal Changes.................................................................................................................................................................504.27 Full and Open Competition............................................................................................................................................504.28 Geographic Restrictions.................................................................................................................................................50



4.29 Government Wide Debarment and Suspension (Non Procurement).........................................................504.30 Program Fraud and False or Fraudulent Statements or Related Acts........................................................524.31 Transit Employee Protective Provisions.................................................................................................................534.32 Prohibition Against Exclusionary or Discriminatory Specifications...........................................................544.33 Prompt Payment................................................................................................................................................................544.34 Transit Employee Protective Provisions.................................................................................................................54

5 MODOT’s Additions to This RFP..................................................................................................................................................575.2 Fly America Requirements.................................................................................................................................................575.3 Charter Bus Requirements.................................................................................................................................................575.4 School Bus Requirements....................................................................................................................................................575.5 Energy Conservation.............................................................................................................................................................585.6 Recycled Products.................................................................................................................................................................. 585.7 Termination...............................................................................................................................................................................585.8 Contracts Involving Federal Privacy Act Requirements........................................................................................625.9 MRHA, Insurance and Indemnification Requirements...........................................................................................635.10 Protest Procedures...........................................................................................................................................................645.11 Submission of Protest to FTA.......................................................................................................................................66

6 Application Instructions.................................................................................................................................................................686.1 Introduction.............................................................................................................................................................................. 686.2 Prepare Your Bid.....................................................................................................................................................................68

FORM 1: Preselection Question Form.................................................................................................................................................70FORM 2: Geographic Service Area Declaration Form...................................................................................................................71FORM 3: Pricing Proposal Form............................................................................................................................................................ 72FORM 4: RFP Questions.............................................................................................................................................................................73FORM 5: Certification Regarding Debarment, Suspension, and Other Responsibility Matters.................................75FORM 6: Non-Collusion Certification...................................................................................................................................................76FORM 7: Federal Transit Administration Certifications and Assurances..............................................................................77FORM 8: Certification of Compliance with Proposal Specifications.......................................................................................80FORM 9: Disadvantaged Business Enterprise (DBE) Certification for Non-Rolling Stock Materials or Services

817 Questions Answered........................................................................................................................................................................ 82

7.1 Received March 29, 2016 – Posted March 20, 2016................................................................................................827.2 Received March 31, 2016 – Posted March 31, 2016................................................................................................827.3 Received March 31, 2016 – Posted April 1, 2016.....................................................................................................827.4 Received April 7, 2016 – Posted April 7, 2016...........................................................................................................847.5 Received April 10, 2016 – Posted April 11, 2016.....................................................................................................847.6 Received April 12, 2016 – Posted April 12, 2016.....................................................................................................85



1 Definitions

1.1.1 Agreement – A nicer word for a binding legal contract. ‘Agreement’ is used interchangeably with the word ‘contract’ throughout this document.

1.1.2 Client – A Client is a HealthTran prequalified resident of the 10 county HealthTran Service Area in need of non-emergency medical transportation. Clients include: (1) All those people residing within the HealthTran service area, (2) who qualify for HealthTran Services, and (3) who have registered with HealthTran. When used in this document Client is always capitalized as it refers to HealthTran’s clients.

1.1.3 Client Confidentiality - Maintaining Client Confidentiality, as provided for in the Health Insurance Portability and Accountability Act (HIPAA) of 1996, including subsequent amendments is required by this agreement.

1.1.4 Client in Good Standing – A HealthTran Client is in good standing until are disqualified under the administrative procedures described in Section 3.4 of this RFP.

1.1.5 Contract – See Agreement

1.1.6 Contractor – A qualified common carrier who intends to bid on this RFP, or who has been selected as a transportation provider by MRHA under this RFP.

1.1.7 HealthTran Counties - Missouri counties served by HealthTran include Christian, Douglas, Howell, Oregon, Ozark, Shannon, Taney, Texas, Webster, and Wright.

1.1.8 Holidays - Holidays are those special days as observed by the Office of Administration for the State of Missouri. The current list of state holidays may be found at https://oa.mo.gov/commissioner/state-holidays

1.1.9 MRHA – Missouri Rural Health Association.

1.1.10 Non-Emergency Medical Transportation Services - Also referred to herein as HealthTran Client Transportation services. Transportation of people with medical conditions, but not requiring the presence of trained medical or paramedical personnel.

1.1.11 Personal Care Attendants – Defined in Section 3 of this document.

1.1.12 Pick Up Fee – A fee MRHA agrees to pay the Contractor for each HealthTran Client the Contractor allows to board its vehicle. Only one pick up fee, per contractor, can be assessed per Client per day. In situations with more than



one Contractor performing Client transportation a Pick Up Fee shall be paid to each Contractor.

1.1.13 Qualified Transportation Providers – See Contractor, MRHA’s Contractor, and Recipient.

1.1.14 Service Area – The geographic area whose qualifying residents are eligible for HealthTran services. Health Tran’s current Service Area - is shown below in Figures 1 and 2. The service area is also defined in item 1.1.7 above.

Figure 1 - HealthTran Service Area - As of March 28, 2016



Figure 2 - HealthTran Service Area - As of March 28, 2016



2 Introduction

2.1 Introducing the MRHA & HealthTran

2.1.1 The Missouri Rural Health Association (MRHA) – is: Missouri Rural Health Association2412 Hyde Park Road, Suite BJefferson City, Missouri 65109-4781(573) 682-2700www.MoRHA.org

2.1.2 Organizational Structure - The MRHA serves as the HealthTran program’s administrator and fiscal agent. HealthTran is a program of the MRHA. HealthTran is not an independent, incorporated, or recognized business entity.

2.1.3 Staff & Administration - HealthTran employs a Project Director housed within MRHA, in Jefferson City, and as of March 28, 2016 employs two coordinators. These coordinators work with local partners to plan and coordinate Client trips.

2.2 The HealthTran Mission

2.2.1 The Challenge - Rural Missourians face transportation related problems that vary from lack of public transportation in remote areas to the distances that must be traveled to reach services. The ability to access timely and appropriate care is essential to achieving and maintaining health.

2.2.2 Our Mission - HealthTran's purpose is health status improvement through service coordination and HealthTran Client Transportation management utilizing public transportation and other local transportation providers. HealthTran also seeks to generate valid data regarding the role of transportation in improving health status.

2.2.3 Meeting Our Mission - HealthTran has implemented a new service delivery coordination model with significant focus on eliminating transportation barriers that prevent people from accessing timely primary and preventive care. HealthTran fills the transportation gap by working collaboratively, and across diverse systems, to get patients to their medical appointments.

2.2.4 Our Current Clients - While the emphasis of Section 5310 funding is the elderly and disabled, HealthTran also serves the low-income with matching funds. The primary target population of HealthTran is individuals with disabilities, elderly, and low-income persons. For purposes of this RFP, elderly is defined as individuals age 65 and older. Since the first ride


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provided on September 24, 2014 HealthTran has received 2,325 referrals and has provided 1,795 completed trips. Of the individuals receiving a ride, 29% were elderly, 60% were disabled, and 11% were low income.

2.2.5 HealthTran’s Client Ridership & Projected Volume - HealthTran estimates 7,000 rides will be coordinated during the two-year project period. For the three-month period since HealthTran began receiving Section 5310 (July-September 2015), HealthTran has coordinated 686 trips for 221 unduplicated riders using public, private, and local transportation service providers.

2.2.6 Our Results – Generally, HealthTran demonstrated in its initial pilot and first year of Section 5310 Mobility Management funding that the provision of public transportation, along with service coordination in the clinical setting and between clinical visits, increases Client adherence with appointments, counseling and care plan goals; reduces preventable hospitalizations and reduces utilization of hospital emergency departments for ambulatory sensitive conditions such as wound care, therapies, uncontrolled diabetes, and hypertension. In one instance, a leg amputation was avoided. While it is still relatively early in the life cycle of the project, early data analysis indicates that HealthTran has been both cost effective and shown to improve poor appointment adherence rates with healthcare providers. Data analysis further indicates HealthTran has had a positive effect on participants’ health outcomes.

2.2.7 Program Impact - Because of HealthTran, healthcare providers have realized increased billable visits and collections for healthcare visits that would otherwise have been “no show” appointments.

2.3 HealthTran’s Transportation Asset Assignment Protocols

2.3.1 We Use Fixed Routes First - Unless a Client has special needs HealthTran always seeks to use fixed route public transportation to transport our Clients to and from their medical appointments. Only when a regularly scheduled service will not meet the Client’s need will a HealthTran Coordinator implement the regime being developed by this RFP.

2.3.2 We Use Local Transportation Service Providers - Private or local transportation providers are used when other options for non-emergency medical transportation or public transportation have been exhausted. HealthTran contracts for transportation services primarily from local and regional public transit providers and ambulance district providers offering these non-emergency transportation services.

2.3.3 HealthTran’s Hours of Operation - HealthTran offers transportation



coordination and referral services Monday through Friday from 7 a.m. to 5 p.m. Transport services are provided seven days per week, with some 24/7 hour coverage, utilizing a combination of public transportation, local, private, and medical transport providers. Same day service is limited at this time to exigencies only.

2.3.4 Medicaid Referrals - Individuals with Medicaid coverage are referred to Medicaid non-emergency medical transportation providers.

2.3.5 Dual Eligibility - If a Client is dually eligible for Medicaid/Medicare, the Client will be served by HealthTran if they cannot access Medicaid Non-Emergency Medical Transportation in a period that meets their healthcare need, or have been unavailable to meet Medicaid spend-down requirements to qualify for Medicaid NEMT.

2.4 Scope and Purpose of this RFP

2.4.1 Scope - The scope of services requested under this RFP is to provide Non-Emergency Medical Transportation Services within and outside the HealthTran Service Area for HealthTran Clients.

2.4.2 Non-Emergency Medical Transportation (NEMT) - Contractors responding to this RFP are advised that HealthTran Clients will use Contractor provided transportation services to obtain transportation to and from all manner of medical service providers, including behavioral health services.

2.4.3 Single Point of Responsibility - MRHA expects to have a single point of contact consisting of a single point of authority and a single contract entity for each Contractor selected under this RFP and Bid award process. MRHA will not enter into any agreement that does not provide a single point of accountability.

2.4.4 Purchase of Service – The intent of this RFP is to use federal funds to solicit transportation services (also referred to herein as HealthTran Client Transportation services) from existing transportation service providers serving southern Missouri to maximize public/private transportation services for Clients needing access to healthcare for strictly non-emergency trips.

2.4.5 Funding Source – From the Federal Transit Agency (FTA) through the Missouri Department of Transportation (MODOT) MRHA has obtained Section 5310 Mobility Management Project funding for its HealthTran project.

2.4.6 Invitation to Bid – All qualified transportation providers are invited to



submit a proposal to HealthTran for the provision of transportation services, per FTA procurement policies.

2.4.7 Geographic Service Area - HealthTran is providing public notice to those transportation providers most likely to offer services within the 10-county HealthTran service area. While this RFP is not limited to transportation providers in the 10 county service area, the burden is fully upon a Contractor operating from outside of the service area to demonstrate that Contractor’s ability to provide services meeting the requirements of this RFP.

2.4.8 Multiple Awardees – If, in the MRHA’s sole judgment, the award of more than one bid is necessary to meet the operational objectives of the HealthTran program. MRHA will select to contract with more than one Contractor under this RFP.

2.5 Funds Available

2.5.1 $80,000 Available - HealthTran has been awarded $299,959.29 in Section 5310 Mobility Management and $200,000 in Purchase of Service funds for the two-year period from January 1, 2016 through December 31, 2017 to continue support for and expansion of HealthTran. HealthTran is providing a match amount of $124,992.00.

2.5.2 Preauthorization Required - Successful Contractors shall be compensated solely for pre-authorized HealthTran Client Transportation trips.

2.5.3 No Guaranteed Minimum – MRHA does not guarantee these successful Contractors a minimum number of Client non-emergency medical transportation trips.

2.5.4 Service Area Growth - HealthTran reserves the right to enlarge our Service Area as new and existing partnerships may necessitate. An increase in the HealthTran service area will not obligate the successful Contractor to provide transportation services beyond the geographic area it defines in its bid.

2.6 HealthTran’s Partnerships

2.6.1 Regional Planning Commissions - HealthTran’s service area encompasses two regional planning councils, Southwest Missouri Council of Governments (SMCOG) and South Central Ozark Council of Governments (SCOCOG), with seven of HealthTran’s ten existing counties located in the SCOCOG region.

2.6.2 Partnerships – MRHA operates HealthTran in coordination and cooperation with the following organizations:

Burton Creek Clinic



City of West Plains Transit Cox Health System/Skaggs Memorial Hospital Jordan Valley Community Health Center Licking Bridge Builders Transit Missouri Public Transit Association Missouri Ozarks Community Health OATS Ozark County Ambulance District Ozarks Medical Center (OMC) SMTS South Howell County Ambulance Southern Missouri Community Health Center Texas County Memorial Hospital

2.7 Clients

2.7.1 Personal Care Attendant Cards – Personal Care Attendants are deemed necessary traveling companions by the Client’s licensed health care provider. HealthTran has verified with the Client’s medical service provider the need for, and name of, all Personal Care Attendants. Personal Care Attendants are only authorized to ride with the Client if preapproved by a HealthTran Coordinator. The Contractor may request the Personal Care Attendant produce their government ID or Certification Card prior to boarding. A Personal Care Attendant will never be scheduled to ride alone unless the trip is to a healthcare service provider and the trip’s purpose is to retrieve the Client and return them to their home.

2.7.2 Companions – Companions are not Clients or Personal Care Attendants. Companions are only permitted to ride along with a Client on a space available basis. Companions must pay for their own transportation at the Contractor’s regular rate.

2.7.3 ADA Vehicles - ADA and non-ADA passengers may use the same vehicle, with a space priority given to ADA Mobility passengers. The MRHA HealthTran Coordinator shall supply regular ADA Client requirements to the Contractor.

2.7.4 No Client Self-Scheduling - No HealthTran Client may schedule their own ride(s) directly with a Contractor. All rides must be scheduled through a HealthTran Coordinator.

2.7.5 No Client Background Screenings Performed – HealthTran does no prescreening of its Clients for anything other than those factors qualifying a



potential Client for HealthTran Services. HealthTran makes no warranties regarding the Client’s demeanor, criminal background, personal health, communicable diseases, or personal hygiene.

2.8 Trip Classifications

2.8.1 In Service Area Transportation Services Include - Client transportation includes local trips within the ten-county region for required health services.

2.8.2 Legs – Meeting Client transportation needs may involve more than one trip leg and coordination between two or more Contractors to successfully complete a single visit to a health care provider.

2.8.3 In Service Area Round Trip (Wait for Client) - Pick up of a Client at a place of their choosing from within the HealthTran Service Area and transporting that Client to a medical services provider. Waiting on that Client to complete their medical appointment and then returning that Client to the original pick up location or another location of the Client’s choosing.

2.8.4 In Service Area Round Trip (Return for Client) - Pick up of a Client at a place of their choosing from within the HealthTran Service Area and transporting that Client to a medical services provider. Then, returning for that Client after they complete their medical appointment, and returning that Client to the original pick location or another location of the Client’s choosing.

2.8.5 In Service Area One-Way Trip (Drop Off) - Pick up of a Client at a place of their choosing from within the HealthTran Service Area and then transporting that Client to a medical services provider without the necessity to return for the Client.

2.8.6 In Service Area One-Way Trip (Pick Up) - Pick up of a Client at the location of their medical services provider and transporting that Client to a location within the Service Area of the Client’s choosing.

2.8.7 In Service Area Intermediate Trips – Occasionally a Client needs transportation between medical service providers and / or medical support providers. These include pharmacies, retail stores, and other appropriate venues.

2.8.8 Out of Service Area Trip Destinations - Client trips include local trips within the ten-county region, but also includes trips for required specialty health services outside the region (e.g., Springfield, Columbia, etc.).

2.8.9 Out of Service Area Round Trip (Wait for Client) - Pick up of a Client at a place of their choosing from within the HealthTran Service Area and



transporting that Client to an out of service area medical services provider. Then, waiting on that Client to complete their medical appointment and then returning that Client to the original pick location or another location of the Client’s choosing within the service area.

2.8.10 Out of Service Area Round Trip (Return for Client) - Pick up of a Client at a place of their choosing from within the HealthTran Service Area and transporting that Client to a medical services provider. Then, returning for that Client after they complete their medical appointment, then returning that Client to the original pick location or another location of the Client’s choosing within the service area.

2.8.11 Out of Service Area One-Way Trip (Drop Off) - Pick up of a Client at a place of their choosing from within the HealthTran Service Area and then transporting that Client to a medical services provider out of the service area without the necessity to return for the Client.

2.8.12 Out of Service Area One-Way Trip (Pick Up) - Pick up of a Client at an out of service area location and transporting that Client to a location within the Service Area of the Client’s choosing.

2.8.13 Special Trips – Occasionally HealthTran receives requests for medically necessary trips which do not fit in to our general scheme of Trip Classifications. We try to work with the Clients to provide these trips when they are medically necessary and the Client is in good standing. This RFP does not hold bidders responsible for providing transportation/trips which do not generally conform to the trip descriptions listed above. However, all Contractors are encouraged to bid on Special Trips as they come available.

2.9 Contractor Selection Procedures

2.9.1 Individual Trip Provider Selection Method - After all bids have been received, evaluated, and all qualifying Contractors have been selected and notified, and the Contractor has accepted the terms of the contract a HealthTran Coordinator receiving a trip request will:2.9.1.1 Check if the Client is in good standing.2.9.1.2 Check if the trip origin is from an area within the HealthTran

Service Area.2.9.1.3 Check if the trip destination is within the HealthTran Service Area

and to an approved medical service area provider.2.9.1.4 Check if the Client needs a wheelchair lift provisioned vehicle.2.9.1.5 The Coordinator will first attempt to schedule the Client to ride on

a fixed schedule and route public transportation provider meeting the Client’s needs.

2.9.1.6 If no fixed schedule and route public transportation provider will



meet the Client’s need then the Coordinator will map the trip’s origin and destination locations using a Geographic Information System (GIS) map created especially for assigning rides to the lowest price Contractors. A copy of this map will be made available to all successful Contractors.

2.9.1.7 The HealthTran Coordinator will determine the expected mileage of the trip based upon the origin, destination, and any authorized route departures. Next the HealthTran Coordinator will determine the expected time the trip should take from the moment of pick up until the moment the Client is returned to their point of origin, or final destination, whichever the case.

2.9.1.8 The Coordinator will then generate a table containing the prices each Contractor has submitted under this RFP. This table will use both bid numbers from Contractors bidding a fixed mileage rate and those Contractor’s bidding an hourly rate.

2.9.1.9 The lowest price Contractor – regardless if mileage or time is used to determine the trip cost - will be contacted by email or telephone and offered the trip. That Contractor has no more than 60 minutes to accept the trip. If first (lowest cost) Contractor cannot immediately schedule the trip the next lowest cost Contractor will be offered the trip. The process shall repeat until the trip is scheduled or no Contractors are left to contact.

2.9.1.10 If no trip can be scheduled, the HealthCare provider will be notified a trip cannot be provided and they are responsible to Contact the Client to reschedule the appointment.

2.9.1.11 HealthTran Calculates the Trip Rate: Contractors will only be paid for the miles or time as calculated by the HealthTran Coordinator BEFORE THE TRIP is offered to all Contractors. Contractors who are awarded the trip and who complete the trip in fewer miles, or in less time are entitled to be paid at agreed upon rate. Conversely, those Contractors who drive more miles or whose trips take longer than the rated offered are not allowed to contest the payment.

2.9.1.12 The Offered Trip is Nonnegotiable as to Miles or Time: In no case may a Contractor be compensated for a trip that took more miles or took more time than expected. Additionally, at no time will HealthTran seek a refund from a Contractor if a ride took fewer miles or less time than expected.

2.9.2 Multiple Trip Commitment – Occasionally a Client may be required by their health care provider to receive regularly scheduled treatments. If the place, time, and dates of these appointments are known in advance the HealthTran Coordinator will attempt to schedule them all with the first responding



lowest cost contractor.

3 Notices, Purpose, and Scope

3.1 Notices and Response Criteria

3.1.1 MRHA RFP 001-2016 - This is an effort to solicit proposals from professional service providers for driving transportation vehicles, conducting safe and reliable transportation for HealthTran Clients, trips, dispatching, answering telephone inquiries, record-keeping (e.g. Client feedback, missed trips, busy signals, National Transit Database (NTD) reporting, Missouri State Department of Transportation (MODOT) and Federal Transit Administration (FTA) compliance, accounting and management of transportation services.

3.1.2 Submittals must be received at the MRHA office By April 30, 2016 - THE NEW RFP DEADLINE IS NOW MAY 13, 2016 – BEFORE 5:00 PM. local time (Submissions postmarked before that date, but not delivered, will not be considered.)

3.1.3 Good Faith Offering - This RFP has been compiled in good faith. The information contained within is selective and subject to MRHA updating, expansion, revision and amendment.

3.1.4 Right to Terminate RFP - MRHA reserves the right to change any aspect of, terminate, or delay the RFP, the RFP process and/or the program which is outlined within this RFP at any time and notice shall be given in a timely manner thereafter.

3.1.5 This RFP is a Solicitation for Offers - Recipients (MRHA’s Contractors) of this RFP are advised that nothing stated herein, or any part thereof, or any communication during this evaluation and selection process, shall be construed as constituting; offering or awarding a contract, representation or agreement of any kind between MRHA, and any other party, save for a formal written contract, properly executed by both parties.

3.1.6 RFP Responses - Responses to this RFP will become the property of MRHA, and will form the basis of negotiations of an agreement between MRHA, and the successful Contractor(s).

3.1.7 Notice - During the review of this document, please note MRHA emphasis on the expectations, qualities, and requirements necessary to be positioned as a successful Contractor.

3.1.8 Applicant Requests for Clarifications - Clarifications may NOT be sought orally. Alternatively, questions regarding scope and technical



specifications from respondents regarding this RFP must be submitted in writing (MS Word) on the question submittal form provided in Form 1 and returned via an attachment to an email sent to the RFP Contact shown in Form 1. Questions from respondents pertinent to this RFP will be answered so long as they are received by the day/time indicated in the RFP Timeline, Section 3.9 of this document, and in the specified format. Answers to all pertinent questions will be sent to all known respondents.

3.1.9 Waiver of Minor Administrative Irregularities - MRHA reserves the right, at its sole discretion, to waive minor administrative irregularities contained in any proposal.

3.1.10 Single Response - A single response to the RFP may be deemed a failure of competition and in the best interest of MRHA, the RFP may be cancelled.

3.1.11 Proposal Rejection - MRHA reserves the right to reject any or all proposals at any time without penalty.

3.1.12 Withdrawal of Proposals - Contractors may withdraw a proposal that has been submitted at any time up to the proposal closing date and time. To accomplish this, a written request, signed by an authorized representative of the Contractor must be submitted to the RFP Contact. The Contractor may submit another proposal at any time up to the proposal closing date and time.

3.1.13 Non-Endorsement - As a result of the selection of a Contractor to supply products and/or services to MRHA. MRHA is neither endorsing nor suggesting that the Contractor’s product is the best, or only, solution. The Contractor agrees to make no reference to MRHA, in any literature, promotional material, brochures, sales presentation, or the like without the express written consent of MRHA.

3.1.14 Your Duty to Warn of Proprietary Information - Any information contained in the proposal that is proprietary must be clearly designated. Marking the entire proposal as proprietary will be neither accepted nor honored.

3.1.15 Response Property of MRHA - All materials submitted in response to this request become the property of MRHA. Selection or rejection of a response does not affect this right.

3.1.16 No Obligation To Procure - MRHA reserves the right to refrain from contracting with any Contractor. The release of this RFP does not compel MRHA to procure. MRHA may elect to proceed further with this project by interviewing Contractors well suited to our project, conducting site visits or



proceeding with an award.

3.1.17 Cost of Preparing Proposals - MRHA is not liable and will not be responsible for any costs incurred by any bidders for the preparation and delivery of the RFP responses, nor will MRHA be liable for any costs incurred prior to the execution of an agreement, including, but not limited to, presentations by RFP finalists to MRHA.

3.1.18 Errors in Proposals - MRHA will not be liable for any errors in Contractor proposals. Contractors will not be allowed to alter proposal documents after the deadline of proposal submission.

3.1.19 Corrections or Amendments - MRHA reserves the right to make corrections or amendments due to errors identified in proposals by MRHA, or the Contractor. This type of correction, or amendment, will only be allowed for such errors as typing, transposition or any other obvious error. Contractors are liable for all errors, or omissions, contained in their proposals.

3.1.20 Requests to be Relieved - When, after the opening and tabulation of proposals, a respondent claims error and requests to be relieved of award, said respondent will be required to promptly present certified work sheets. The RFP Contact will review the work sheets and if the RFP Contact is convinced, by clear and convincing evidence, that an honest, mathematically excusable error or critical omission of costs has been made, the respondent may be relieved from said proposal.

3.1.21 Price Per Unit Controls - After opening and reading proposals, MRHA will check all for correctness of extensions of the prices per unit and the total price. If a discrepancy exits between a price per unit and the extended amount of any proposal item, the price per unit will control. MRHA will use the total of extensions corrected where necessary.

3.1.22 Bid Bond - A bid bond is not required.

3.1.23 Performance Bond - A performance bond is not required.

3.1.24 Response Information - Information regarding this RFP, including any addenda, is available at http://www.mohra.org/?page_id=101 or contact Chris Dunn at [email protected]

3.1.25 Addenda - Contractors are responsible for checking MRHA website for the issuance of any addenda prior to submitting a response. Our website address is www.MoRHA.org. This RFP will be announced at http://www.morha.org/?page_id=101

3.1.26 Contract Award and Execution - MRHA will select the proposal that, in its


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mailto:[email protected]

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sole discretion, is the most advantageous to MRHA. MRHA reserves the right to make an award without further discussion of the proposal submitted; there may be no best and final offer procedure. Therefore, all proposals should be initially submitted on the most favorable terms the Contractor can offer.

3.1.27 Failure to Conclude an Agreement - MRHA shall attempt to negotiate a contract with all qualified Contractors who offer the most advantageous proposals at prices which MRHA determines are fair and reasonable. If MRHA is unable to negotiate a satisfactory contract with the Contractors selected, negotiations with that firm shall be formally terminated and MRHA shall select the next best proposal, and continue until an agreement is reached or the process is terminated.

3.2 Minimum Bidder Qualifications

3.2.1 Common Carrier - Successful Contractors must fully comply with all Federal and Missouri State regulations to operate as a common carrier within the State of Missouri before submitting a bid in response to this RFP.

3.2.2 Registration - Common carrier authority shall be obtained from the State of Missouri before service commences. A carrier must be registered as a common carrier with all agencies that require such registration. The carrier also must obtain all pertinent licenses for its particular hauling needs.

3.2.3 Licensing - The carrier shall provide copies of all required registrations, licenses, permits, and insurance contracts to verify its regulatory status as a common carrier in the Contractor’s bid packet. This includes all active registrations, licenses and permits the carrier holds with the United States Department of Transportation and the State of Missouri’s Department of Transportation, Department of Revenue, as well as all active insurance coverage shall be submitted along with the Contractor’s bid and no payments to the Contractor shall be made until the required documentation is provided.

3.2.4 Communications Priority - The successful Contractor shall provide a call center telephone number for which all calls are prioritized for HealthTran staff.

3.2.5 Experience - Contractor shall demonstrate experience in providing mobility services for disabled persons. The Contractor shall demonstrate the following in their response to the Questions in Form 4: 3.2.5.1 Proposal Content - Adherence to all instructions within RFP 001-

2016 in the responsive and responsible preparation and submittal



of the proposal. 3.2.5.2 Appropriate Licensing - An affirmative statement shall be an

inclusive document substantiating that the Contractor and all applicable employees are properly licensed to drive in the state of Missouri. All applicable employees shall be in possession of a Class D Commercial Driver’s License (CDL). All applicable employees shall meet Article 19A of the Missouri State Vehicle & Traffic Law.

3.2.5.3 Experience – Contractor shall possess at a minimum two years of demonstrated success providing MOBILITY SERVICE. Contractor shall submit years of experience; locations; references (inclusive of titles and contact information) to verify times and locations, as well as to assess quality of prior service.

3.2.5.4 Financial Qualifications – Contractor shall provide a description of assets and financial stability. Contractor must confirm it has 30 days of operating reserve funds.

3.2.5.5 Personnel Profile - Contractor shall provide an organizational structure, as well as the number of employees and general job descriptions needed to provide mobility services. Contractor shall make available executive-level resumes/references if requested.

3.2.5.6 Additional Criteria – Contractor shall provide business/dispatch location to include address, phone system, and number of phone lines and hours of operation. Contractor shall submit a System Safety Plan (SSP) in compliance with Missouri State Public Transportation Safety Board requirements. Contractor shall comply with drug and alcohol testing protocol. Contractor shall train and refresher train (at minimum annually) applicable employees. Contractor shall (as noted above) ensure trips are within the "corridor" of fixed route services. Contractor shall provide uniform minimum driver standards including a criminal records check and motor vehicle records check. Provide documentation of driver training. Provide explanation of method of providing emergency or back-up drivers. Provide a list of wheelchair accessible vehicles used to operate mobility services.

3.2.5.7 Demand Response - The Contractor shall be capable of providing demand response HealthTran Client Transportation service during the normal service hours.

3.2.5.8 Hours - The Contractor will take all calls for service from HealthTran and shall schedule these trips for maximum efficiency and quality of service. Requests for service must be taken from 21 days prior to the date of requested trip, and up to 5:00 p.m. the day before the requested trip. Calls for service shall be taken Monday through Friday, from 8:00 a.m. to 5:00 p.m. An answering machine or service must be enabled to take any calls that are



received during non-business hours, and these calls must be responded to during the next business day succeeding the message.

3.2.5.9 Dispatch Duty Hours - A dispatcher shall be on duty a minimum of 8:00 am to 5:00 PM, Monday to Friday, or when a vehicle is in service during this period. For the purpose of this specification, all days the Contractor operates a fixed route service constitutes a business day. Sufficient phone lines must be available in order to answer calls in a timely manner.

3.2.5.10 ADA Approved Vehicles - The Contractor shall provide ADA approved vehicles if the Client uses a wheelchair.

3.2.5.11 Drug and Alcohol Testing - Since the successful Contractor would be a Contractor to MRHA, the Contractor shall comply with all provisions of 49 CFR Parts 653, 654, and 40, as amended, including random testing, post-accident, pre-employment, reasonable suspicion and return to duty testing. The Contractor shall certify its drug and alcohol policy is operating to MRHA before service under this contract may start.

3.3 Allowable Fees and Compensation

3.3.1 Per Mile Fee - For purposes of this proposal, the Contractor shall list its proposed charges per vehicle mile for transporting HealthTran Clients. Regardless of whether there are one Client or two or more HealthTran Clients on the vehicle, Health Tran will only reimburse the Contractor at a 1:1 ratio for the miles driven.

3.3.2 Per Hour Fee - For purposes of this proposal, the Contractor shall list its proposed charges per vehicle hour for transporting HealthTran Clients. Regardless of whether there are one Client or two or more HealthTran Clients on the vehicle, Health Tran will only reimburse the Contractor at a 1:1 ratio for the time driven.

3.3.3 Pick Up Fee – HealthTran pays $10.00 per day per individual HealthTran Client pick up.

3.3.4 Exempt From Pick Up Fees -Personal Care Attendants, if picked up at the same location as the Client, shall not be assessed a fee by the Contractor. Nor are they required to pay a fare like Companions.

3.3.5 No Other Fee Allowed – Contractors may not assess any other fee for services under the Contract resulting from this RFP/Bid process.

3.3.6 No-Shows – HealthTran will pay contractors for Clients who fail to accept the



ride once the Contractor has arrived at the pick-up site, or for ride cancellations occurring after the Contractor’s vehicle has departed.

3.3.7 NonHealthTran Client Riders – If a trip involves both HealthTran Clients, and/or Personal Care Attendants, along with the Contractors regular clientele, the ride costs shall be based on a Google Maps calculation of the shortest trip length for our Client, instead of actual vehicle mileage.

3.3.8 Clean Up Fees – No fee shall be assessed to HealthTran for the clean-up of food, beverage, vomit, blood, mucus, urine, fecal matter or other messes negligently left by HealthTran Clients, Personal Care Attendants or Companions. Contractors are encouraged to document these incidents and report them to a HealthTran Coordinator.

3.3.9 Deliberate Damage to Vehicles – The Contractor shall direct any claims for damage to Contractor vehicles, personnel, and property to the individual rider. Contractor herein releases MRHA from all claims for damages of any kind caused by HealthTran Clients, Personal Care Attendants, or Companions.

3.4 Contractor Rights Regarding Clients

3.4.1 Refusal To Pick Up an Individual – The Contractor’s drivers have the right to refuse service to an individual if the driver has a reasonable belief that the individual presents a danger to the safety of the driver or others. The Contractor and the Contractor’s drivers understand and recognize that some HealthTran Clients may have communicable diseases, including blood borne pathogens, and that securing transportation so that a Client can seek treatment for their medical condition is the reason behind HealthTran conducting this RFP process. Thus, communicable diseases are not a reasonable factor drivers may consider when refusing to pick up an individual. A Client’s failure to exercise caution toward others, after receiving a warning from the driver, may be a valid reason to refuse to pick up a Client.

3.4.2 No Unapproved Offloading Locations – No Client may be offloaded at a location which the driver believes to be unsafe. If a Client demands to be allowed to off load at any location other than the locations approved by the HealthTran Coordinator, the driver is allowed to offload the Client if it is safe to do so. Then the driver is to make every effort to contact HealthTran staff and inform them immediately of the situation. HealthTran Clients are informed at enrollment that HealthTran services are only for approved destinations and pre-approved offload points. A Client requesting such a deviation will likely be disqualified from future services.



3.4.3 Banning Clients - The Contractor has the right to request HealthTran ban a Client. If the Contractor wishes to ban a Client, Companion, or Personal Care Attendant, the Contractor shall present to HealthTran a written request by email describing the reasons for the requested ban. The Contractor shall also (1) list the contact information of any witnesses to the incident, and (2) provide a signed driver’s statement describing the reason for the requested ban.

3.4.4 HealthTran’s Response Options - The HealthTran Director shall respond to all ban requests within 2 working days either (1) agreeing to the ban, (2) requesting more information, or (3) rejecting the request for a ban.

3.4.5 Client Testimony & Right to Participate - The Director will contact the subject of the ban request and offer the Client an opportunity to participate in the process and dispute any Contractor claims. If the Client, given a reasonable opportunity, does not contest the claims of the Contractor, or they substantially affirm the Contractor’s claims, the Client will be banned by the Director.

3.4.6 Requests for More Information – If the Director believes it is necessary, the Director may request more information from the Contractor. The Contractor will take all reasonable steps to allow the Director to talk with the driver via telephone, obtain digital photos or video, and request all other reasonable evidentiary or testimonial items before making a decision to ban the Client.

3.4.7 Rejection of the Request for a Ban – If the Director rejects the request to ban a Client, they shall notify the Contractor within 7 working days of either (1) the Contractor’s request to ban the Client, or (2) from the date the Director’s last Request for More Information was fulfilled by the Contractor.

3.4.8 Appeal – If the Contractor wishes to appeal the Director’s decision not to ban a Client it shall to do in writing within 5 days of notification that the Director rejected their ban request. Appeal shall be made to a group of individuals comprised of: (1) One individual appointed by the Contractor, (2) One individual appointed by the MRHA, and (3) One individual appointed by the local Council of Governments. The group shall be called the Appeal Board and shall have final and binding authority in the matter. Any appeal of the Appeal Board’s decision shall be to the district court with jurisdiction over the Client.

3.4.9 Ban Duration – Client bans may be permanent or temporary. In no case may a ban be less than 30 days in duration.

3.5 Required Reports

3.5.1 Accidents/Incidents - All accidents and incidents shall be immediately reported to the MRHA Dispatch. A detailed written report sufficient to fully



inform the HealthTran Director of the scope and nature of the accident/incident shall be submitted to MRHA within 24 hours.

3.5.2 Daily – Entries into the HealthTran provided Excel spreadsheet must contain, at a minimum, Client name, pick-up address, Personal Care Attendant name and pick up address, trip mileage, drop off address and mileage, pick-up times scheduled, actual pick-up time, drop-off scheduled, actual drop off time, vehicle number, driver's name, wheelchair or ambulatory passenger, passenger fare paid, "no shows", single or group trips, dead head mileage.

3.5.3 Surveys - Contractor agrees to complete Vehicle Trip Sheets or any other surveys, reports, or data collection required by MRHA.

3.5.4 FTA and MODOT HealthTran Compliancy, Record Retention and Presentation - Contractor shall comply with all relevant FTA and MODOT guidelines associated with HealthTran Client Transportation Services (Mobility Service provisions). Guidelines are available at www.fta.dot.gov and www.modot.org. Contractor shall display record retention and presentation management responsibilities through Organizational Chart submittal.

3.6 Vehicle Operators

3.6.1 Professionalism - Vehicle Operators shall be professional, neat, and courteous. Cleanliness and passenger assistance shall be a Contractor’s priority. Operators are required to give door-to-door assistance.

3.6.2 Replacement Operators – The provisioning of replacement Vehicle Operators must be addressed in the event of a Vehicle Operator not showing for work.

3.6.3 Photo Required - A full body photo of a typical vehicle operator in uniform shall be submitted with each bid.

3.6.4 Training - Vehicle Operator training shall be the responsibility of the Contractor. Vehicle Operators must be fully trained for defensive driving, passenger sensitivity, passenger assistance, and equipment operation. Proof of operator training shall be submitted with the bid packet.

3.7 Vehicle Inspections

3.7.1 Safety - Vehicle Operators shall secure all mobility aides and passengers to prevent injuries and damage. Vehicle Operators shall complete a daily walk-around inspection at pre-trip and post trip and shall note any vehicle defects. If a Vehicle Operator finds an unsafe mechanical condition, it shall be


http://www.modot.org/


reported immediately to the Contractor.

3.7.2 Inspection Forms - The vehicle inspection forms will be turned into the Contractor’s Dispatch Office daily.

3.7.3 Right to Inspect Records - MRHA reserves the right to examine said records and reports maintained by the Contractor.

3.8 Equipment Operation

3.8.1 Vehicle Operations - Vehicles shall be operated smoothly and efficiently. Under no circumstances shall vehicles operate over posted speed limits. No trash shall accumulate in vehicles; no food, drink, or smoking shall be permitted in the vehicles. Drivers shall monitor all dash gauges to ensure mechanically safe operation.



3.9 RFP Timeline

Day/Date Description

March 28, 2016 Announcement of RFP on the MRHA website.

March 30, 2016 RFP Announcement Teleconference – Open to the public

The first week of April, 2016

Announcement of RFP advertised in West Plains Daily Quill, Springfield News-Leader, & the Jefferson City News Tribune

No Later Than 72 Hours Before Bid Closing on April 30, 2016 - THE NEW RFP DEADLINE IS NOW MAY 13, 2016 – BEFORE 5:00 PM.

Written questions from Contractors due on Form 1.

No Later Than 24 Hours Before Bid Closing on April 30, 2016 - THE NEW RFP DEADLINE IS NOW MAY 13, 2016 – BEFORE 5:00 PM. at 5:00pm

Written replies to vendor questions posted to the MRHA RFP webpage http://www.morha.org/?page_id=101

April 30, 2016 - THE NEW RFP DEADLINE IS NOW MAY 13, 2016 – BEFORE 5:00 PM. Local Time

RFP responses due at following address:Missouri Rural Health AssociationAttention: Chris Dunn2412 Hyde Park Road, Suite B, Jefferson City, Missouri 65109-4781

Submittals Must be Received at the MRHA Office By April 30, 2016 - THE NEW RFP DEADLINE IS NOW MAY 13, 2016 – BEFORE 5:00 PM. Local Time (Submissions postmarked before that date, but not delivered, will not be considered.)

The first THIRD week of May, 2016

Contractor responses will be analyzed by the MRHA evaluation team in an effort to determine which Contractors are considered finalists.




The first THIRD week of May, 2016

A decision will be made as to which Contractors will be finalists. All participating contracts will be notified of MRHA decision.Finalist reference calls may be made at MRHA discretion. Finalist interviews scheduled and conducted. MRHA may also begin interviewing all selected Contractors.

May 5, 2016May 18, 2016

MRHA finalizes HealthTran Client Transportation services selection process and submits Contractor selection to MRHA Board Members for resolution.

May 6, 2016May 18, 2016

MRHA project award is made (subject to successful negotiation of terms and conditions). Award posted on MRHA, website.

3.9.1 Selection Committee - A selection committee consisting of MRHA staff will evaluate proposals submitted. The selection committee shall "short list" Contractors after an evaluation of the written proposals is conducted. Short-listed firms may be invited to present their proposal before an evaluation panel, or a recommendation to the MRHA Executive Director/Board of Directors may be made directly upon unanimous agreement of the selection committee.

Suzanne Alewine, MRHA Executive Director Mary Gordon, HealthTran Manager Project Manager Toniann Richard, MRHA Chair & HCC Executive Director Chris Dunn, MRHA Multiscious Services

3.9.2 Proposal Review - Submitted proposals will be reviewed by MRHA staff, and after evaluation. Contractors may be selected for interviews. MRHA reserves the right to award based upon the initial proposals without further discussion.

3.10 Evaluation Criteria

3.10.1 All Contractor proposals which meet RFP requirements and pass a reference check will become qualified Contractors under the HealthTran program and assigned MRHA HealthTran Client rides as per the MRHA Contractor Selection Procedures as described in Section 2.9 above.

3.11 RFP Contacts

3.11.1 RFP Scope ContactMissouri Rural Health AssociationAttention: Suzanne Alewine, Executive Director2412 Hyde Park Road, Suite B



Jefferson City, Missouri 65109-4781

3.11.2 RFP Development ContactMissouri Rural Health AssociationAttention: Chris Dunn2412 Hyde Park Road, Suite B Jefferson City, Missouri 65109-4781

3.1 RFP Evaluation Criteria

3.1.1 Bid Evaluation - An evaluation team comprised of the members of the Selection Committee and others will evaluate the RFP responses received from each vendor. Prior to the selection of the award, MRHA reserves the right to conduct on-site visits of any of the respondents’ facilities and require each vendor to present items contained in the RFP response and any other items deemed appropriate by MRHA.

3.1.2 Award(s) - If one or more awards are made as the result of this RFP, it shall be awarded to the Contractor whose proposal is most advantageous to MRHA, with price and other factors including - but not limited to - responses to the RFP questions, demonstrated technical ability and expertise, financial stability, reference calls and/or recommendations, memberships and licenses or any other applicable membership or certifications, presentations to MRHA Evaluation Team (if applicable), on-site visits at Contractor’s site (if applicable), product samples which MRHA, may – at our discretion – request as part of the RFP process and any additional criteria deemed appropriate by MRHA, which would lend itself to establishing the service provider’s viability to perform the work as outlined in this RFP.

3.1.3 When determining whether a respondent is responsible, or when evaluating a respondent’s proposal, the following factors will be considered, any one of which will suffice to determine if a respondent is either not a responsible respondent or the respondent’s proposal is not the most advantageous to MRHA:3.1.3.1 The ability, capacity, and skill of the respondent to perform the

contract or provide the service required.3.1.3.2 The character, integrity, reputation, judgment, experience, and

efficiency of the respondent.3.1.3.3 Whether the respondent can perform the contract within the time

specified.3.1.3.4 The quality of performance of previous public and private

contracts – or services – including, but not limited to, the respondent’s failure to perform satisfactorily, or complete any written contract. MRHA termination for default of a previous



contract, with a respondent, shall be deemed such a failure.3.1.3.5 The previous and existing compliance by the respondent with laws

relating to the contract and services.3.1.3.6 Evidence of collusion with any other respondent, in which case

colluding respondents will be restricted from submitting further proposals on the subject project or future tenders.

3.1.3.7 The respondent is not qualified for the work or to the full extent of the RFP.

3.1.3.8 There is uncompleted work with MRHA, or others, or an outstanding dispute on a previous or current contract that might hinder, negatively affect, or prevent the prompt completion of the work proposed.

3.1.3.9 The respondent failed to settle bills for labor, or materials, on past or current public or private contracts.

3.1.3.10 The respondent has been convicted of a crime arising from a previous public contract, excepting convictions that have been pardoned, expunged, or annulled.

3.1.3.11 The respondent has been convicted of a crime of moral turpitude, or any felony, excepting convictions that have been pardoned, expunged, or annulled, whether in this state, in any other state, by the United States, or in a foreign country, province, or municipality. Respondents shall affirmatively disclose to MRHA, all such convictions, especially of management personnel or the respondent as an entity, prior to notice of award or execution of a contract, whichever comes first. Failure to make such affirmative disclosure shall be grounds, in MRHA sole option and discretion, for termination for default subsequent to award or execution of contract.

3.1.3.12 More likely than not, the respondent will be able, financially or otherwise, to perform the work.

3.1.3.13 At the time of RFP opening, the respondent is not authorized to do business in Missouri State, is not registered as a Contractor in Missouri, or otherwise lacks a required license, registration, or permit.

3.1.3.14 Such other information as may be secured having a bearing on the decision to award the contract.

3.1.3.15 Any other reason deemed proper by MRHA,



4 General Contract Provisions

4.1 Standard Clauses

4.1.1 Incorporation - Sections 1 through 3 of this document are incorporated and integrated into this agreement by reference.

4.1.2 Applicability - 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)

4.1.3 Choice of Law - Any dispute arising under this Agreement shall be under the jurisdiction and governed by the laws of the State of Missouri except where the Federal supremacy clause requires otherwise.

4.1.4 Forum Selection & Venue - The venue for any litigation under this Agreement, if commenced by either Client or MRHA, shall be in a court of competent jurisdiction in Cole County in the State of Missouri.

4.1.5 Interpretation of Conflict - In the event of any conflict between any oral agreements prior to the execution of this Agreement, the terms of the Agreement shall prevail.

4.1.6 Joint Drafting and Neutral Construction - This Agreement is a negotiated document and shall be deemed to have been drafted jointly by the Parties, and no rule of construction or interpretation shall apply against any particular Party based on a contention that the Agreement was drafted by one of the Parties. This Agreement shall be construed and interpreted in a neutral manner.

4.1.7 Headings - The headings and bolded text in this Agreement are for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any of its provisions.

4.1.8 Agreement Duration - Unless renewed in writing, this Agreement terminates on December 31, 2017.

4.1.9 Waiver - The forbearance or neglect by either party to insist upon the performance of this Agreement, or any part thereof, shall not constitute a waiver of any rights or privileges.

4.1.10 Succession - This Agreement and the terms, conditions and obligations herein contained shall be binding upon the parties hereto, and their



respective heirs, executors, administrators, successors, and assigns.

4.1.11 Merger - It is the intent of both Contractor and MRHA that this Agreement represents a complete and exhaustive statement of all the terms of this Agreement.

4.1.12 Severability - If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.

4.1.13 Acknowledgment - Both parties acknowledge that they have read this Agreement, that they are fully aware of its contents and its legal effect, that the preceding sections and paragraphs recite the sole consideration for this Agreement, that all agreements and understandings between the parties regarding the subject matter of this Agreement are embodied and expressed herein, and that each party has been afforded ample opportunity to consider this Agreement and enters into this Agreement freely, knowingly and without coercion and not in reliance upon any representations or promises made, other than those contained herein.

4.1.14 Conflicting Terms - In the event of a conflict between the terms of the agreement (including any and all attachments thereto and amendments thereof) and the terms of this RFP, the terms of this RFP shall control.

4.1.15 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 Missouri.

4.1.16 Service of Process - In addition to the methods of service allowed by the Missouri Law, 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 MRHA's receipt of the return thereof by the United States Postal Service as refused or undeliverable. Contractor must promptly notify the MRHA, in writing, of each and every change of address to which service of process can be made. Service by the MRHA to the last known address shall be sufficient. Contractor will have thirty (30) calendar days after service hereunder is complete in which to respond.

4.2 Representations

4.2.1 Contractor’s Waiver of All Objections – Contractor waives any objections it may have regarding HealthTran’s methods of operation, methodology for the assignment of trips to Contractors, and the Contractor accepts the express limitations HealthTran places on Contractors with this RFP, and in any



subsequent agreement resulting from this RFP process.

4.2.2 Professional Competence - Contractor represents that it possesses the training, skills and expertise necessary to perform the Services required by this Agreement in a competent and professional manner, therefore, Contractor reserves full control of the manner and means used in rendering professional Services to Client.

4.2.3 Record Keeping - Contractor represents that staff shall keep a daily record, to the minute, of the times, miles, names of all Clients, Companions, and Personal Care Attendants, pick up addresses, destination addresses, intermediate stop addresses, maintenance stops, and discharge location addresses incurred while transporting HealthTran Clients. Logs shall be kept in the Microsoft Excel spreadsheet provided by HealthTran. No modifications to the format or formula of the spreadsheet are allowed. All rides shall be logged no later than 2 working days after completion.

4.2.4 Measuring Time - Time worked shall be recorded in an Excel worksheet and the controlling timeserver shall be time.windows.com.

4.2.5 No Agency Relationship - Contractor recognizes that Contractor has no authority, either express or implied, to act, represent, or represent that Contractor is acting on behalf of MRHA except in those instances in which MRHA has given Contractor prior written consent that specifically covers Contractor's acts or representations. Contractor shall refrain from any action where a third party may reasonably interpret or infer from such an action that Contractor has authority to act or represent on behalf of MRHA, except in those instances in which MRHA has given prior written consent that specifically covers Contractor's acts or representations.

4.2.6 No Employee-Employer Relationship - Contractor agents or employees serve as an independent Contractor, and nothing contained herein will be construed to create the relationship of employer and employee or agent and principal between MRHA and any member of the Contractor agents or employees.

4.2.7 Taxes - Contractor acknowledges that Contractor is not an employee of MRHA, and said MRHA is not obligated nor charged with the responsibility of withholding income taxes from any compensation due Contractor, nor is MRHA obligated to pay Social Security taxes for Contractor, nor is Contractor entitled to any benefits to which Contractor would have been entitled if Contractor were an employee.

4.3 Warranties



4.3.1 Good Faith Warranty - Contractor’s services will be performed in good faith, and in accordance with generally accepted professional legal office support services principles and practices. This warranty is in lieu of all other warranties expressed or implied, and no other warranties exist.

4.4 Covenants

4.4.1 Diligence - Contractor pledges to the MRHA that its staff shall diligently perform the tasks assigned by the MRHA and while working for the MRHA, proactively seek to advance the MRHA’s interests by Contractor’s labors. This pledge includes, but is not limited to, the Contractor’s good faith efforts to accurately record trip details and plan trips in an efficient and cost-savings manner.

4.5 Rights

4.5.1 Contractor’s Services are Not Exclusive to the MRHA - Contractor reserves the right to concurrently perform professional services for more than one client. MRHA acknowledges that Contractor’s other clients may have past, present, and future adverse legal positions from those the MRHA has held, holds, or will hold. Contractor in no manner grants a non-compete right to MRHA.

4.5.2 Contractor May Not Assign this Agreement - Contractor’s services under this Agreement are personal in character and must not be assigned. However, with the MRHA’s prior written consent, Contractor may subcontract a set of defined duties under this Agreement. Contractor is responsible for ensuring all subcontracted duties are performed to the MRHA’s satisfaction.

4.5.3 MRHA May Not Assign this Agreement - The MRHA may not assign Contractor duties or responsibilities to a third party under this Agreement without the Contractor’s prior written permission.

4.6 Conditions

4.6.1 Invoicing - Invoices will be submitted to MRHA monthly after the first day of each month. Each invoice will be accompanied by an electronic copy of the Excel spreadsheet, which will include a detailed description of the services performed. MRHA has fourteen (14) days, from the date of the invoice to challenge Contractor to justify any entry on the invoice. Said challenge shall be in writing and sent by email.

4.6.2 Payment Due - Payment is due to Contractor thirty (30) days from date of the invoice for all non-challenged charges. Payment is due at the next invoice period for all charges challenged – if the dispute has been resolved.



4.6.3 Interest on Late Payments – Due to the fragile nature of federal grant money. No monthly service charge may be added to past-due amounts until payments are 120 days past due.

4.7 Confidentiality

4.7.1 MRHA Confidentiality - Contractor shall hold as confidential all work for the MRHA and the MRHA’s Clients resulting from this Agreement.

4.7.2 Duty to Hold Client Information Confidential - Contractor agrees to hold in confidence all Confidential MRHA Business Operations information and Client information disclosed to Contractor, or developed by Contractor in connection with this Agreement, either in writing, verbally, or as a result of this Agreement except:4.7.2.1 Proper Use - Contractor shall not, without the written permission

of MRHA, use MRHA or Client information that Contractor is obligated hereunder to maintain in confidence for any reason other than to enable Contractor to properly and completely perform this Agreement.

4.7.2.2 Reproduction of Client Information - Contractor shall not reproduce or make copies of MRHA or Client information on Contractor computer equipment or accounts, except as required in the performance of this Agreement.

4.7.2.3 Destruction of MRHA and Client Information - Upon termination of this Agreement, for any reason, whatsoever, Contractor shall promptly destroy all tangible and intangible items concerning the personal identity of MRHA's Clients utilized by Contractor, together with any copies or other reproductions thereof made by Contractor or in the possession or control of Contractor. Contractor understands that all such records, whether developed by Contractor or others, are and shall remain the property of MRHA.

4.7.2.4 Duty to Protect Client Information - Except as may be required by this Agreement, Contractor shall not, during, or at any time subsequent to this Agreement, unless MRHA has given prior written consent, disclose or use MRHA or Client information or engage in or refrain from any action, where such action or inaction may result (a) in the unauthorized disclosure of any or all client information to any person or entity outside of the attorney-client relationship.

4.7.2.5 Duty to Disclosure MRHA Information Compromise - Contractor shall immediately notify MRHA of any information that comes to Contractor’s attention that does, or might, indicate that there has been any loss of confidentiality of such MRHA or Client



information or breach of confidentiality. 4.7.2.6 Internal Client Information Safeguards - Contractor shall limit

the disclosure of the MRHA and Client information to those persons in MRHA’s organization who have a need to know all or part of the information. Contractor shall make such disclosure to each such person limited to that portion of the MRHA information that that person needs to know. Contractor shall inform each such person of the provisions of this Agreement regarding MRHA information and shall make reasonable efforts to insure that each person shall abide by those provisions.

4.7.2.7 Duration of Confidentiality - With respect to any client information learned by Contractor while working under this Agreement, it is understood that unless disclosure or use of such MRHA or Client information is specifically permitted by MRHA and the Client, Contractor considers the aforementioned information to be perpetually confidential and will never disclose MRHA or Client information unless required to by a valid order by a court of law, or as otherwise required by law.

4.8 Liability & Indemnification

4.8.1 Worker’s Compensation - Contractor will provide worker's compensation insurance or self-insure Contractor staff, and the services of Contractor agents or employees.

4.8.2 MRHA Release - Contractor will hold and keep harmless MRHA and all agents and employees thereof from all damages, costs or expenses in law or equity that may at any time arise in the course of performance of this Agreement due to injury to or death of persons, or damage to property, to the extent that Contractor is found negligent.

4.8.3 Contractor Release - MRHA will also hold and keep harmless Contractor and all agents and employees thereof from all damages, costs or expenses in law or equity that may at any time arise in the course of performance of this Agreement due to injury to or death of persons, or damage to property, excepting damage to Contractor’s computing equipment, to the extent that the MRHA is found negligent.

4.8.4 Client Indemnity - Contractor agrees to indemnify and hold MRHA harmless from the claims of any third party relating to the work product used and developed under this Agreement, unless caused by intentional misconduct.

4.8.5 Contractor Indemnity - MRHA agrees to indemnify and hold Contractor harmless from the claims of any third party relating to the work product used and developed under this Agreement, unless caused by intentional



misconduct.

4.9 Modification of This Agreement

4.9.1 No oral modifications of this Agreement shall be binding upon the parties.

4.9.2 Modifications of this Agreement shall be in writing and be memorialized by both MRHA and Contractor before taking effect.

4.10 Termination of This Agreement

4.10.1 Notice of Termination - Notice may be made by email, registered letter, in person, or by telephone, including leaving a voice mail. Notice of termination is effective upon receipt. Notice is also deemed effective after four (4) whole working days have passed since written notice was placed into the control of the US Postal Service.

4.10.2 Discontinuation of Performance - Contractor, upon receipt of notice of Agreement termination from the MRHA, shall immediately discontinue performance, unless directed otherwise.

4.10.3 Settling - Contractor will invoice the MRHA within 10 working days for all outstanding time and expenses incurred before Contractor received notice of termination and the MRHA agrees to promptly pay Contractor in accordance with the payment section of this Agreement.

4.10.4 Termination for Convenience - The MRHA may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the MRHA’s best interest. The Contractor shall be paid its costs, including contract closeout costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to MRHA to be paid to the Contractor. If the Contractor has any property in its possession belonging to the MRHA, the Contractor will account for the same, and dispose of it in the manner the MRHA directs.

4.10.5 Termination for Default - If the Contractor fails to pick up Clients or to perform the services required, including specified in this contract or any extension, or if the Contractor fails to comply with any other provisions of this contract, the MRHA may terminate this contract for default. The MRHA 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.

4.10.6 Excuse - If it is later determined by the MRHA that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the



MRHA, after setting up a new schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience.

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

4.10.8 Remedy of Breach - If Contractor fails to remedy to MRHA'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 MRHA setting forth the nature of said breach or default, MRHA shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude MRHA from also pursuing all available remedies against Contractor and its sureties for said breach or default.

4.10.9 Waiver of Remedies for any Breach - In the event that MRHA elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by MRHA shall not limit MRHA's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract.

4.10.10 No Fault Determination - 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 MRHA.

4.11 Remedies

4.11.1 Liquidated Damages - At the time of this Agreement both parties find it difficult to estimate the full scope of damages that a breach by either party might produce. The parties also agree that each has an interest in limiting its liability to the other for any potential breach of this Agreement. Accordingly, the parties stipulate that liquidated damages are the sole and exclusive form of remedy available under this Agreement. The parties agree the selection of liquidated damages as their sole pecuniary remedy is the appropriate, and complete, measure of damages in the event of a breach of this Agreement.

4.11.2 Estimate of Damages - This liquidated damages clause is not a penalty. Rather, it serves as the parties’ best estimate; at the time this Agreement was made, of the reasonable amount of money necessary for the non-breaching party to recover its expectation interests in this Agreement.

4.11.3 Proof of Breach - To establish the plaintiff’s right to damages under this Agreement, the plaintiff must show by clear and convincing evidence the



defendant breached this Agreement.

4.11.4 Proof of Harm - To establish the plaintiff was harmed or damaged by the defendant’s breach the plaintiff must show by a preponderance of evidence that some actual harm or damage was caused by the defendant’s breach.

4.11.5 Money Damages - Parties further set the amount of pecuniary damages in this Agreement to provide for the full measure of damages in the event of breach by the other party at $1000.

4.11.6 Contractor’s Damages - If MRHA breached, and harm or damages to Contractor occurred, Contractor is entitled to damages not to exceed $2,000.

4.11.7 MRHA’s Damages - If Contractor breached, and harm or damages to MRHA occurred, MRHA is entitled to damages not to exceed $2,000.

4.11.8 Attorney Fees, and Reasonable Costs Allowed in Addition to Liquidated Damages - In any action brought under this Agreement, the prevailing party shall be entitled to recover, in addition to the liquidated damages described herein, its actual costs and attorney fees, and all other litigation costs, including expert witness fees, and all attorney fees and litigation costs incurred in connection with the enforcement of a judgment arising from such action or proceeding. However, in no case shall the total of all recoverable fees exceed $3,000. The provisions of the preceding two sentences shall be severable from the provisions of this Agreement and shall survive the entry of any such judgment.

4.12 Federal Transit Administration (FTA) Standard Clauses

4.12.1 Incorporation of Federal Transit Administration (FTA) Terms - The following provisions include, in part, certain Standard Terms and Conditions required by the US Department of Transportation, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by USDOT, as set forth in FTA Circular 4220.1F, dated April 15, 1996, and are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any Authority requests which would cause the Authority to be in violation of the FTA terms and conditions.

4.12.2 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 4220.1F, 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 the Recipient (MRHA’s Contractor) 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 between the Recipient (MRHA’s Contractor) 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.

4.12.3 Access to Records - The following access to records requirements apply to this Contract:4.12.3.1 Where the Purchaser (Here MRHA) is not a State or a local

government and is the FTA Recipient or a sub grantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions..

4.12.3.2 Where the Purchaser (Here MRHA) 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 the FTA Recipient or a sub grantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly 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.

4.12.3.3 Where any Purchaser (Here MRHA) which is the FTA Recipient or a sub grantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection.

4.12.4 Copying of Records - The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and



transcriptions as reasonably needed.

4.12.5 Maintenance of Records - The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not 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, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i) (11).

4.12.6 Access to Records and Reports - These requirements do not apply to micro-purchases ($3,000 or less, except for construction contracts over $2,000) The following access to records requirements apply to this Contract: 4.12.6.1 Where the purchaser is not a State but a local government and is

an FTA Recipient or a subgrantee of FTA Recipient in accordance with 49 CFR 18.36(i), Contractor shall provide the purchaser, the FTA, the US Comptroller General or their authorized representatives access to any books, documents, papers and Contractor records which are pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions.

4.12.6.2 Where the purchaser is a State and is an FTA Recipient or a subgrantee of FTA Recipient in accordance with 49 CFR 633.17, Contractor shall provide the purchaser, authorized FTA representatives, including any PMO Contractor, access to Contractor's records and construction sites pertaining to a capital project, defined at 49 USC 5302(a)1, which receives FTA assistance through the programs described at 49 USC 5307, 5309 or 5311. By definition, a capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000.

4.12.6.3 Where the 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 an FTA Recipient or a subgrantee of FTA Recipient in accordance with 49 CFR 19.48, Contractor shall provide the purchaser, the FTA, the US Comptroller General or their authorized representatives, 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.

4.12.6.4 Where a purchaser which is an FTA Recipient or a 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, Contractor shall make available records related to the contract to the purchaser, the Secretary of USDOT and the US Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection.

4.12.6.5 Contractor shall permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

4.12.6.6 Contractor shall maintain all books, records, accounts and reports required under this contract for a period of not less than three (3) years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Recipient, FTA Administrator, US Comptroller General, or any of their authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Re: 49 CFR 18.39(i)(11).

4.12.7 Access Requirements for Persons with Disabilities - Contractor shall comply with 49 USC 5301(d), stating Federal policy that the elderly and persons with disabilities have the same rights as other persons to use mass transportation services and facilities and that special efforts shall be made in planning and designing those services and facilities to implement that policy. Contractor shall also comply with all applicable requirements of Sec. 504 of the Rehabilitation Act (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.

4.12.8 Access to Services for Persons with Limited English Proficiency - To the extent applicable and except to the extent that FTA determines otherwise in writing, the Recipient (MRHA’s Contractor) agrees to comply with the policies of Executive Order No. 13166, "Improving Access to Services for Persons with Limited English Proficiency," 42 U.S.C. § 2000d 1 note, and with the provisions of U.S. DOT Notice, “DOT Guidance to Recipient (MRHA’s Contractor)s on Special Language Services to Limited English Proficient (LEP) Beneficiaries,” 70 Fed. Reg. 74087, December 14, 2005.

4.13 Breaches and Dispute Resolution

4.13.1 Applicability - All contracts over $100,000. Disputes arising in the performance of this contract which are not resolved by agreement of the parties shall be decided in writing by the Recipient (MRHA’s Contractor)’s



authorized representative. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, Contractor mails or otherwise furnishes a written appeal to the Recipient (MRHA’s Contractor)’s CEO. In connection with such appeal, Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Recipient (MRHA’s Contractor)’s CEO shall be binding upon Contractor and Contractor shall abide by the decision. FTA has a vested interest in the settlement of any violation of Federal law including the False Claims Act, 31 U.S.C. § 3729.

4.13.2 Performance During Dispute - Unless otherwise directed by the Recipient (MRHA’s Contractor), Contractor shall continue performance under this contract while matters in dispute are being resolved.

4.13.3 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 ten days after the first observance of such injury or damage.

4.13.4 Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the Recipient (MRHA’s Contractor) and 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 the residing State.

4.13.5 Rights and Remedies - Duties and obligations imposed by the contract documents and the rights and remedies available thereunder 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 the Recipient (MRHA’s Contractor) 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 thereunder, except as may be specifically agreed in writing.

4.14 Byrd Anti-Lobbying Amendment

4.14.1 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated 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 U.S.C.



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 that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the Recipient (MRHA’s Contractor).

4.15 Civil Rights Requirements

4.15.1 Applicability – All contracts except micro-purchases ($3,000 or less, except for construction contracts over $2,000) The following requirements apply to the underlying contract:

4.15.2 The Recipient (MRHA’s Contractor) understands and agrees that it must comply with applicable Federal civil rights laws and regulations, and follow applicable Federal guidance, except as the Federal Government determines otherwise in writing. Therefore, unless a Recipient (MRHA’s Contractor) or Program, including an Indian Tribe or the Tribal Transit Program, is specifically exempted from a civil rights statute, FTA requires compliance with that civil rights statute, including compliance with equity in service.

4.15.3 Nondiscrimination in Federal Public Transportation Programs - The Recipient (MRHA’s Contractor) agrees to, and assures that each Third Party Participant will, comply with Federal transit law, 49 U.S.C. § 5332 (FTA’s “Nondiscrimination” statute): (1) FTA’s “Nondiscrimination” statute prohibits discrimination on the basis of: (a) Race, (b) Color, (c) Religion, (d) National origin, (e) Sex, (f) Disability, or (g) Age, and (2) The FTA “Nondiscrimination” statute’s prohibition against discrimination includes: (a) Exclusion from participation, (b) Denial of program benefits, or (c) Discrimination, including discrimination in employment or business opportunity, (3) Except as FTA determines otherwise in writing: (a) General. Follow: 1 The most recent edition of FTA Circular 4702.1, “Title VI Requirements and Guidelines for Federal Transit Administration Recipient (MRHA’s Contractor)s,” to the extent consistent with applicable Federal laws, regulations, and guidance, and 2 Other applicable Federal guidance that may be issued, but (b) Exception for the Tribal Transit Program. FTA does not require an Indian Tribe to comply with FTA program-specific guidelines for Title VI when administering its projects funded under the Tribal Transit Program,

4.15.4 Nondiscrimination – Title VI of the Civil Rights Act. The Recipient (MRHA’s Contractor) agrees to, and assures that each Third Party Participant will: (1) Prohibit discrimination based on: (a) Race, (b) Color, or (c) National origin, (2) Comply with: (a) Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d et seq., (b) U.S. DOT regulations, “Nondiscrimination in Federally-Assisted Programs of the Department of Transportation – Effectuation of Title VI of the Civil Rights Act of 1964,” 49 C.F.R. part 21, and



(c) Federal transit law, specifically 49 U.S.C. § 5332, as stated in the preceding section a, and (3) Except as FTA determines otherwise in writing, follow: (a) The most recent edition of FTA Circular 4702.1, “Title VI and Title VI-Dependent Guidelines for Federal Transit Administration Recipient (MRHA’s Contractor)s,” to the extent consistent with applicable Federal laws, regulations, and guidance. (b) U.S. DOJ, “Guidelines for the enforcement of Title VI, Civil Rights Act of 1964,” 28 C.F.R. § 50.3, and (c) Other applicable Federal guidance that may be issued,

4.15.5 Equal Employment Opportunity – (1) Federal Requirements and Guidance. The Recipient (MRHA’s Contractor) agrees to, and assures that each Third Party Participant will, prohibit discrimination on the basis of race, color, religion, sex, or national origin, and: (a) Comply with Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., (b) Facilitate compliance with Executive Order No. 11246, “Equal Employment Opportunity,” as amended by Executive Order No. 11375, “Amending Executive Order No. 11246, Relating to Equal Employment Opportunity,” 42 U.S.C. § 2000e note, (c) Comply with Federal transit law, specifically 49 U.S.C. § 5332, as stated in section a, and (d) Comply with other applicable EEO laws and regulations, as provided in Federal guidance, including laws and regulations prohibiting discrimination on the basis of disability, except as the Federal Government determines otherwise in writing, (2) General. The Recipient (MRHA’s Contractor) agrees to: (a) Ensure that applicants for employment are employed and employees are treated during employment without discrimination on the basis of their: 1 Race, 2 Color, 3 Religion, 4 Sex, 5 Disability, 6 Age, or 7 National origin, (b) Take affirmative action that includes, but is not limited to: 1 Recruitment advertising, 2 Recruitment, 3 Employment, 4 Rates of pay, 5 Other forms of compensation, 6 Selection for training, including apprenticeship, 7 Upgrading, 8 Transfers, 9 Demotions, 10 Layoffs, and 11 Terminations, but (b) Indian Tribe. Title VII of the Civil Rights Act of 1964, as amended, exempts Indian Tribes under the definition of "Employer".

4.15.6 Disadvantaged Business Enterprise - To the extent authorized by applicable Federal law, the Recipient (MRHA’s Contractor) agrees to facilitate, and assures that each Third Party Participant will facilitate participation by small business concerns owned and controlled by socially and economically disadvantaged individuals, also referred to as “Disadvantaged Business Enterprises” (DBEs), in the Project as follows: 1) Requirements. The Recipient (MRHA’s Contractor) agrees to comply with: (a) Section 1101(b) of MAP-21, 23 U.S.C. § 101 note, (b) U.S. DOT regulations, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs,” 49 C.F.R. part 26, and (c) Federal transit law, specifically 49 U.S.C. § 5332, as stated in section a, (2) Assurance. As required by 49 C.F.R. § 26.13(a),



4.15.7 DBE Program Requirements - Recipient (MRHA’s Contractor)s receiving planning, capital and/or operating assistance that will award prime third party contracts exceeding $250,000 in a Federal fiscal year must: 1 Have a DBE program meeting the requirements of 49 C.F.R. part 26, 2 Implement a DBE program approved by FTA, and 3 Establish an annual DBE participation goal, (c) Special Requirements for a Transit Vehicle Manufacturer. The Recipient (MRHA’s Contractor) understands and agrees that each transit vehicle manufacturer, as a condition of being authorized to bid or propose on FTA-assisted transit vehicle procurements, must certify that it has complied with the requirements of 49 C.F.R. part 26, (d) the Recipient (MRHA’s Contractor) provides assurance that: The Recipient (MRHA’s Contractor) shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT-assisted contract or in the administration of its DBE program or the requirements of 49 C.F.R. part 26. The Recipient (MRHA’s Contractor) shall take all necessary and reasonable steps under 49 C.F.R. part 26 to ensure nondiscrimination in the award and administration of DOT-assisted contracts. The Recipient (MRHA’s Contractor)'s DBE program, as required by 49 C.F.R. part 26 and as approved by DOT, is incorporated by reference in this agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the Recipient (MRHA’s Contractor) of its failure to carry out its approved program, the Department may impose sanctions as provided for under 49 C.F.R. part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. § 1001 and/or the Program Fraud Civil Remedies Act of 1986, 31 U.S.C. § 3801 et seq.

4.15.8 Exception for the Tribal Transit Program - FTA exempts Indian tribes from the Disadvantaged Business Enterprise regulations at 49 C.F.R. part 26 under MAP-21 and previous legislation,

4.15.9 Nondiscrimination on the Basis of Sex - The Recipient (MRHA’s Contractor) agrees to comply with Federal prohibitions against discrimination on the basis of sex, including: (1) Title IX of the Education Amendments of 1972, as amended, 20 § 1681 et seq., (2) U.S. DOT regulations, “Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance,” 49 C.F.R. part 25, and (3) Federal transit law, specifically 49 § 5332, as stated in section a.

4.15.10 Nondiscrimination on the Basis of Age - The Recipient (MRHA’s Contractor) agrees to comply with Federal prohibitions against discrimination on the basis of age, including: (1) The Age Discrimination in Employment Act (ADEA), 29 U.S.C. §§ 621 – 634, which prohibits discrimination on the basis of age, (2) U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment



Act,” 29 C.F.R. part 1625, which implements the ADEA, The Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., which prohibits discrimination against individuals on the basis of age in the administration of programs or activities receiving Federal funds, (4) U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, which implements the Age Discrimination Act of 1975, and Federal transit law, specifically 49 U.S.C. § 5332, as stated in section a.

4.15.11 Nondiscrimination on the Basis of Disability - The Recipient (MRHA’s Contractor) agrees to comply with the following Federal prohibitions pertaining to discrimination against seniors or individuals with disabilities: (1) Federal laws, including: (a) Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination on the basis of disability in the administration of federally funded programs or activities, (b) The Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. § 12101 et seq., which requires that accessible facilities and services be made available to individuals with disabilities, 1 General. Titles I, II, and III of the ADA apply to FTA Recipients, but not to Indian Tribes. While Titles II and III of the ADA apply to Indian Tribes, Title I of the ADA exempts Indian Tribes from the definition of “employer,” (c) The Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities, (d) Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a prohibited basis for discrimination, and (e) Other applicable laws and amendments pertaining to access for elderly individuals or individuals with disabilities, (2) Federal regulations, including: (a) U.S. DOT regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49 part 37, (b) U.S. DOT regulations, “Nondiscrimination on the Basis of Disability in Programs and Activities Receiving or Benefiting from Federal Financial Assistance,” 49 C.F.R. part 27, (c) U.S. DOT regulations, “Transportation for Individuals with Disabilities: Passenger Vessels,” 49 C.F.R. part 39, (d) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB) and U.S. DOT regulations, “Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles,” 36 C.F.R. part 1192 and 49 C.F.R. part 38, (e) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability in State and Local Government Services,” 28 C.F.R. part 35, (f) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities,” 28 C.F.R. part 36, (g) U.S. EEOC, “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 C.F.R. part 1630, (h) U.S. Federal Communications Commission regulations, “Telecommunications Relay Services and Related Customer Premises Equipment for Persons with Disabilities,” 47 C.F.R. part 64, Subpart F, (i) U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36 C.F.R.



part 1194, and (j) FTA regulations, “Transportation for Elderly and Handicapped Persons,” 49 C.F.R. part 609, and (3) Other applicable Federal civil rights and nondiscrimination guidance.

4.15.12 Drug or Alcohol Abuse - Confidentiality and Other Civil Rights Protections - The Recipient (MRHA’s Contractor) agrees to comply with the confidentiality and civil rights protections of: (1) The Drug Abuse Office and Treatment Act of 1972, as amended, 21 § 1101 et seq., (2) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended, 42 U.S.C. § 4541 et seq., and (3) The Public Health Service Act, as amended, 42 U.S.C. §§ 290dd – 290dd-2.

4.15.13 Access to Services for People with Limited English Proficiency - Except as the Federal Government determines otherwise in writing, the Recipient (MRHA’s Contractor) agrees to promote accessibility of public transportation services to people whose understanding of English is limited by following: 1) Executive Order No. 13166, “Improving Access to Services for Persons with Limited English Proficiency,” August 11, 2000, 42 U.S.C. § 2000d-1 note, and (2) U.S. DOT Notice, “DOT Policy Guidance Concerning Recipient (MRHA’s Contractor)s’ Responsibilities to Limited English Proficiency (LEP) Persons,” 70 Fed. Reg. 74087, December 14, 2005.

4.15.14 Other Nondiscrimination Laws - Except as the Federal Government determines otherwise in writing, the Recipient (MRHA’s Contractor) agrees to: (1) Comply with other applicable Federal nondiscrimination laws and regulations, and (2) Follow Federal guidance prohibiting discrimination.

4.15.15 Remedies - Remedies for failure to comply with applicable Federal Civil Rights laws and Federal regulations may be enforced as provided in those Federal laws or Federal regulations.

4.16 Environmental Acts

4.16.1 Clean Air - The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor agrees to report each violation to the Purchaser (Here MRHA) and understands and agrees that the Purchaser (Here MRHA) will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. 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.

4.16.2 Clean Water - The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Contractor



agrees to report each violation to the Purchaser (Here MRHA) and understands and agrees that the Purchaser (Here MRHA) will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. 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.

4.17 Data Acts

4.17.1 Conformance with ITS National Architecture - Contractor shall conform, to the extent applicable, to the National Intelligent Transportation Standards architecture as required by SAFETEA-LU Section 5307(c), 23 U.S.C. Section 512 and as amended by MAP-21 23 U.S.C. § 517(d), note and follow the provisions of FTA Notice, “FTA National Architecture Policy on Transit Projects,” 66 Fed. Reg.1455 et. seq., January 8, 2001, and any other implementing directives FTA may issue at a later date, except to the extent FTA determines otherwise in writing.

4.17.2 Geographic Information and Related Spatial Data - Any project activities involving spatial data or geographic information systems activities financed with Federal assistance are required to be consistent with the National Spatial Data Infrastructure promulgated by the Federal Geographic Data Committee, except to the extent that FTA determines otherwise in writing.

4.18 Contract Work Hours & Safety Standards Act

4.18.1 Applicability – Contracts over $100,000

4.18.2 Overtime Requirements - No Contractor or subcontractor (MRHA’s Contractor) 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.

4.19 Violations

4.19.1 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 (MRHA’s Contractor) responsible therefore shall be liable for the unpaid wages. In addition, such Contractor and subcontractor (MRHA’s Contractor) shall be liable 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.

4.19.2 Withholding for unpaid wages and liquidated damages - The Recipient (MRHA’s Contractor) shall upon its own action or upon written request of USDOL withhold or cause to be withheld, from any moneys payable on account of work performed by Contractor or subcontractor (MRHA’s Contractor) 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 & 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 (MRHA’s Contractor) for unpaid wages and liquidated damages as provided in the clause set forth in para. (2) of this section.

4.19.3 Subcontracts - Contractor or subcontractor (MRHA’s Contractor) shall insert in any subcontracts the clauses set forth in this section and also a clause requiring the subcontractor (MRHA’s Contractor)s to include these clauses in any lower tier subcontracts. Prime Contractor shall be responsible for compliance by any subcontractor (MRHA’s Contractor) or lower tier subcontractor (MRHA’s Contractor) with the clauses set forth in this section.

4.20 Contracts Involving Federal Privacy Act Requirements

4.20.1 Applicability - 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:4.20.1.1 The Contractor agrees to comply with, and assures the compliance

of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other things, the Contractor agrees to 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.

4.20.1.2 The Contractor also agrees to 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 Federal assistance provided by FTA.

4.21 Disadvantaged Business Enterprise



4.21.1 Applicability - Contracts over $3,000 awarded on the basis of a bid or proposal offering to use DBEs. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs.

4.21.2 Goal - The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The Recipient (MRHA’s Contractor)’s overall goal for DBE participation is listed elsewhere. If a separate contract goal for DBE participation has been established for this procurement, it is listed elsewhere.

4.21.3 Practice - The Contractor shall not discriminate on the basis of race, color, religion, national origin or sex in the performance of this contract. The Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this contract. Failure by the Contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the municipal corporation deems appropriate. Each subcontract the Contractor signs with a subcontractor (MRHA’s Contractor) must include the assurance in this paragraph (see 49 CFR 26.13(b)). If a separate contract goal has been established, Bidders/offerors are required to document sufficient DBE participation to meet these goals or, alternatively, document adequate good faith efforts to do so, as provided for in 49 CFR 26.53. If no separate contract goal has been established, the successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance.

4.21.4 Subcontractor (MRHA’s Contractor) Payment - The Contractor is required to pay its subcontractor (MRHA’s Contractor)s performing work related to this contract for satisfactory performance of that work no later than 30 days after the Contractor’s receipt of payment for that work from the Recipient (MRHA’s Contractor). In addition, the Contractor may not hold retainage from its subcontractor (MRHA’s Contractor)s or must return any retainage payments to those subcontractor (MRHA’s Contractor)s within 30 days after the subcontractor (MRHA’s Contractor)'s work related to this contract is satisfactorily completed or must return any retainage payments to those subcontractor (MRHA’s Contractor)s within 30 days after incremental acceptance of the subcontractor (MRHA’s Contractor)’s work by the Recipient (MRHA’s Contractor) and Contractor’s receipt of the partial retainage payment related to the subcontractor (MRHA’s Contractor)’s work.

4.21.5 Termination - The Contractor must promptly notify the Recipient (MRHA’s Contractor) whenever a DBE subcontractor (MRHA’s Contractor) performing work related to this contract is terminated or fails to complete its work, and



must make good faith efforts to engage another DBE subcontractor (MRHA’s Contractor) to perform at least the same amount of work. The Contractor may not terminate any DBE subcontractor (MRHA’s Contractor) and perform that work through its own forces or those of an affiliate without prior written consent of the Recipient (MRHA’s Contractor).

4.22 Drug and Alcohol Abuse and Testing

4.22.1 Applicability - Operational service contracts except micro-purchases ($3,000 or less, except for construction contracts over $2,000) The Contractor agrees to comply with the following Federal substance abuse regulations:

4.22.2 Drug-Free Workplace - U.S. DOT regulations, "Drug-Free Workplace Requirements (Grants), " 49 C.F.R. Part 32, that implements the Drug-Free Workplace Act of 1988 as amended, 41 U.S.C. §§ 8103 et seq., and 2 CFR part 182, b. Alcohol Misuse and Prohibited Drug Use. FTA Regulations, "Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations," 49 USC 5331, as amended by MAP-21, 49 CFR part 40, 49 USC chapter 53, 49 CFR Part 655, to the extent applicable.

4.23 Environmental Justice

4.23.1 Applicability -Except as the Federal Government determines otherwise in writing, the Recipient (MRHA’s Contractor) agrees to promote environmental justice by following: (1) Executive Order No. 12898, “Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations,” February 11, 1994, 42 U.S.C. § 4321 note, as well as facilitating compliance with that Executive Order, and (2) DOT Order 5610.2, “Department of Transportation Actions To Address Environmental Justice in Minority Populations and Low-Income Populations,” 62 Fed. Reg. 18377, April 15, 1997, and (3) The most recent and applicable edition of FTA Circular 4703.1, “Environmental Justice Policy Guidance for Federal Transit Administration Recipient (MRHA’s Contractor)s,” August 15, 2012, to the extent consistent with applicable Federal laws, regulations, and guidance,

4.24 Environmental Protections

4.24.1 Applicability - Compliance is required with any applicable Federal laws imposing environmental and resource conservation requirements for the project. Some, but not all, of the major Federal laws that may affect the project include: the National Environmental Policy Act of 1969; the Clean Air Act; the Resource Conservation and Recovery Act; the comprehensive Environmental response, Compensation and Liability Act; as well as environmental provisions with Title 23 U.S.C., and 49 U.C. chapter 53. The U.S. EPA, FHWA and other federal agencies may issue other federal regulations and directives that may affect the project. Compliance is required



with any applicable Federal laws and regulations in effect now or that become effective in the future.

4.25 Equal Employment Opportunity

4.25.1 Applicability – The following equal employment opportunity requirements apply to the underlying contract:

4.25.2 Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 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 U.S.C. § 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 agrees to 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.

4.25.3 Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

4.25.4 Disabilities -In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties.



4.25.5 Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of (Recipient (MRHA’s Contractor))'s [title of employee]. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the [title of employee]. 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 the [title of employee] shall be binding upon the Contractor and the Contractor shall abide be the decision.

4.25.6 Performance During Dispute - Unless otherwise directed by (Recipient (MRHA’s Contractor)), Contractor shall continue performance under this Contract while matters in dispute are being resolved.

4.25.7 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.

4.25.8 Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the (Recipient (MRHA’s Contractor)) 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 the State in which the (Recipient (MRHA’s Contractor)) is located.

4.25.9 Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder 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 the (Recipient (MRHA’s Contractor)), (Architect) 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 thereunder, except as may be specifically agreed in writing.

4.26 Federal Changes

4.26.1 Compliance - 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 Purchaser (Here MRHA) and FTA, as they 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.



4.27 Full and Open Competition

4.27.1 Applicability - In accordance with 49 U.S.C. § 5325(a) all procurement transactions shall be conducted in a manner that provides full and open competition.

4.28 Geographic Restrictions

4.28.1 Applicability - The Recipient (MRHA’s Contractor) agrees that it will not use any State or local geographic preference, except: (1) A preference expressly mandated by applicable Federal law, or (2) A preference permitted by FTA; for example, a Contractor’s geographic location may be a selection criterion for a Recipient (MRHA’s Contractor) that is procuring architectural engineering or related services, provided that a sufficient number of qualified firms are eligible to compete for that contract, or (3) As provided in section 418 of the Consolidated and Further Continuing Appropriations Act, 2015, Public Law No. 113-235, December 15, 2014, geographic preferences in construction hiring are protected from enforcement under former 49 C.F.R. § 18.36(c)(2), in accordance with any applicable federal regulations, requirements, and guidance and as implemented by FTA.

4.29 Government Wide Debarment and Suspension (Non Procurement)

4.29.1 Applicability - The Recipient (MRHA’s Contractor) agrees to the following: (1) It will comply with the requirements of 2 C.F.R. part 180, subpart C, as adopted and supplemented by U.S. DOT regulations at 2 C.F.R. part 1200, which include the following: (a) It will not enter into any arrangement to participate in the development or implementation of the Project with any Third Party Participant that is debarred or suspended except as authorized by: 1 U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 C.F.R. part 1200, 2 U.S. OMB, “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” 2 C.F.R. part 180, including any amendments thereto, and 3 Executive Orders Nos. 12549 and 12689, “Debarment and Suspension,” 31 U.S.C. § 6101 note, (b) It will review the U.S. GSA “System for Award Management,” https://www.sam.gov, if required by U.S. DOT regulations, 2 C.F.R. part 1200, and (c) It will include, and require each of its Third Party Participants to include, a similar provision in each lower tier covered transaction, ensuring that each lower tier Third Party Participant: 1 Will comply with Federal debarment and suspension requirements, and 2 Reviews the “System for Award Management” at https://www.sam.gov, if necessary to comply with U.S. DOT regulations, 2 C.F.R. part 1200, and (2) If the Recipient (MRHA’s Contractor) suspends, debars, or takes any similar action against a Third Party Participant or individual, the Recipient (MRHA’s Contractor) will provide immediate written notice to the: (a) FTA Regional Counsel for the Region in which the Recipient (MRHA’s Contractor) is located or implements the Project, (b) FTA



Project Manager if the Project is administered by an FTA Headquarters Office, or (c) FTA Chief Counsel.

4.29.2 Ineligible Contractors and Subcontractor (MRHA’s Contractor)s - Any name appearing upon the Comptroller General’s list of ineligible Contractors for federally-assisted contracts shall be ineligible to act as a subcontractor (MRHA’s Contractor) for Contractor pursuant to this contract. If Contractor is on the Comptroller General’s list of ineligible Contractors for federally financed or assisted construction, the Recipient (MRHA’s Contractor) shall cancel, terminate, or suspend this contract.

4.29.3 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.

4.29.4 No Obligation by the Federal Government - The Purchaser (Here MRHA) and 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 the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor (MRHA’s Contractor) who will be subject to its provisions.

4.29.5 Organizational Conflicts of Interest - The Recipient (MRHA’s Contractor) agrees that it will not enter into a procurement that involves a real or apparent organizational conflict of interest described as follows: (1) When It Occurs. An organizational conflict of interest occurs when the Project work, without appropriate restrictions on certain future activities, results in an unfair competitive advantage: (a) To that Third Party Participant or another Third Party Participant performing the Project work, and (b) That impairs that Third Party Participant’s objectivity in performing the Project work, or (2) Other. An organizational conflict of interest may involve other situations resulting in fundamentally unfair competitive conditions, (3) Disclosure Requirements. Consistent with FTA policies, the Recipient (MRHA’s Contractor) must disclose to FTA, and each of its SubRecipient (MRHA’s Contractor)s must disclose to the Recipient (MRHA’s Contractor): 4.29.5.1 (a) Any instances of organizational conflict of interest, or (b)

Violations of federal criminal law, involving fraud, bribery, or gratuity violations potentially affecting the federal award, and (4) Failure to Disclose. Failure to make required disclosures can result



in remedies for noncompliance, including debarment or suspension.

4.30 Program Fraud and False or Fraudulent Statements or Related Acts

4.30.1 Applicability - 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, 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, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submittal, or certification, the US Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act (1986) on Contractor to the extent the US Government deems appropriate.

4.30.2 False Statements - If Contractor makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submittal, or certification to the US 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 Contractor, to the extent the US Government deems appropriate. 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 (MRHA’s Contractor) who will be subject to the provisions.

4.31 Transit Employee Protective Provisions

4.31.1 Applicability - The Contractor agrees to comply with applicable transit employee protective requirements as follows:

4.31.2 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 the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this contract and to meet the employee protective requirements of 49 U.S.C. A 5333(b), and U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to the FTA Recipient’s project from which Federal 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 U.S. DOL letter. The requirements of this subsection (1), however, do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.C. § 5310(a)(2), or for projects for nonurbanized areas authorized by 49 U.S.C. § 5311. Alternate provisions for those projects are set forth in subsections (b) and (c) of this clause.

4.31.3 Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5310(a)(2) for Elderly Individuals and Individuals with Disabilities - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5310(a)(2), and if the U.S. Secretary of Transportation has determined or determines in the future that the employee protective requirements of 49 U.S.C. § 5333(b) are necessary or appropriate for the state and the public body sub Recipient (MRHA’s Contractor) 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 the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. § 5333(b), U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the U.S. DOL's letter of certification to FTA, the date of which is set forth Grant Agreement or Cooperative Agreement with the state. The Contractor agrees to perform transit operations in connection with the underlying contract in compliance with the conditions stated in that U.S. DOL letter.

4.31.4 Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5311 in Nonurbanized Areas - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5311, the Contractor agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revision thereto. The Contractor also agrees to include any applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FTA.

4.32 Prohibition Against Exclusionary or Discriminatory Specifications

4.32.1 Applicability - 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.

4.33 Prompt Payment

4.33.1 Applicability – All contracts except micro-purchases ($3,000 or less, except



for construction contracts over $2,000)

4.33.2 Subcontractor (MRHA’s Contractor) Payments - The prime Contractor agrees to pay each subcontractor (MRHA’s Contractor) under this prime contract for satisfactory performance of its contract no later than thirty (30) days from the receipt of each payment the prime contract receives from the Recipient (MRHA’s Contractor). The prime Contractor agrees further to return retainage payments to each subcontractor (MRHA’s Contractor) within thirty (30) days after the subcontractor (MRHA’s Contractor)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 Recipient (MRHA’s Contractor). This clause applies to both DBE and non-DBE subcontracts.

4.34 Transit Employee Protective Provisions

4.34.1 Applicability - Contracts for transit operations except micro-purchases ($3,000 or less, except for construction contracts over $2,000) Contractor shall comply with applicable transit employee protective requirements as follows:

4.34.2 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 that is most current, and any alternative comparable arrangement specified by U.S. DOL for application to the project, in accordance with U.S. DOL guidelines, “Section 5333(b), Federal Transit Law,” 29 C.F.R. Part 215, and any revision thereto. [New amendments to U.S. DOL guidelines, “Section 5333(b), Federal Transit Law,” 29 C.F.R. Part 215, were published at 73 Fed. Reg. 47046 et. Seq., August 13, 2008.] Contractor shall also include any applicable requirements in each subcontract involving transit operations financed in whole or in part with FTA assistance.

4.34.3 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, 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.

4.34.4 Anti-Discrimination Clause - During the performance of this contract, hereby agrees as follows:4.34.4.1 The Contractor will not discriminate against any employee or



applicant for employment because of race, creed, color, or national origin, and will take affirmative action to insure that they are afforded equal employment opportunities without discrimination because of race, color, creed, or national origin. Such action shall be taken with reference, but not be limited, to: recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff or termination, rates of pay or other forms of compensation, and selection for training or retraining, including apprenticeship and on-the-job training.

4.34.4.2 The Contractor will send to each labor union or representative of workers with which he has or is bound by a collective bargaining or other agreement or understanding, a notice, to be provided by the State Commissioner for Human Rights, advising such labor union or representative of the Contractor's agreement under clauses (a) through (f) hereinafter called "non-discrimination clauses". If the Contractor was directed to do so by the contracting agency as part of the bid or negotiation of this contract, the Contractor shall request such labor union or representative to furnish him with a written statement that such labor union or representative either will affirmatively cooperate, within the limits of its legal and contractual authority, in the implementation of the policy and provisions of these non-discrimination clauses or that it consents and agrees that recruitment, employment and the terms and conditions of employment under this contract shall be in accordance with the purposes and provisions of these non-discrimination clauses. If such labor union or representative fails or refuses to comply with such a request that it furnishes such a statement, the Contractor shall promptly notify the State Commission for Human Rights of such failure or refusal.

4.34.4.3 The Contractor will post and keep posted in conspicuous places, available to employees and applicants for employment, notices to be provided by the State Commission for Human Rights setting forth the substance of the provisions of clauses (a) and (b) and such provisions of the State's Laws against discrimination as the State Commission for Human Rights shall determine.

4.34.4.4 The Contractor will state, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, that all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color or national origin.

4.34.4.5 The Contractor will comply with the provisions of Sections 291-299 of the Executive Law and the Civil Rights Law, will furnish all information and reports deemed necessary by the State Commission for Human Rights under these non-discrimination



clauses and such sections of the Executive Law, and will permit access to his books, records and accounts by the State Commission for Human Rights, the Attorney General and the Industrial Commissioner for purposes of investigation to ascertain compliance with these non-discrimination clauses and such sections of the Executive Law and Civil Rights Law.

4.34.4.6 This contract may be forthwith cancelled, terminated or suspended, in whole or in part, by the contracting agency upon the basis of a finding made by the State Commission for Human Rights that the Contractor may be declared ineligible for future contracts made by or on behalf of the State or a public authority or agency of the State, until he satisfies the State Commission for Human Rights that he has established and is carrying out a program in conformity with the provisions of these non-discrimination clauses. Such finding shall be made by the State Commission for Human Rights after conciliation efforts by the Commission have failed to achieve compliance with these non-discrimination clauses and after a verified complaint has been filed with the Commission, notice thereof has been given to the Contractor and opportunity has been afforded him to be heard publicly before three members of the Commission. Such sanctions may be imposed and remedies invoked independently of or in addition to sanctions and remedies otherwise provided by law. The Contractor will include the provisions of clauses (a) through (f) in every subcontract or purchase order in such a manner that such provisions be performed within the State of Missouri. The Contractor will take such action in enforcing such provisions of such subcontract or purchase order as the contracting agency may direct, including sanctions or remedies for non-compliance. If the Contractor becomes involved in or is threatened with litigation with a subcontractor (MRHA’s Contractor) or vendor as a result of such direction by the contracting agency, the Contractor shall promptly so notify the Attorney General, requesting him to intervene and protect the interests of the State of Missouri.

5 MODOT’s Additions to This RF P

5.1.1 The Missouri Department of Transportation requested the insertion of the following sections into this RFP.

5.2 Fly America Requirements

5.2.1 Applicability – all contracts involving transportation of persons or property, by air between the U.S. and/or places outside the U.S. These requirements do not apply to micro-purchases ($3,000 or less, except for construction



contracts over $2,000). Contractor shall comply with 49 USC 40118 (the “Fly America” Act) in accordance with General Services Administration regulations 41 CFR 301-10, stating 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. 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. Contractor shall include the requirements of this section in all subcontracts that may involve international air transportation.

5.3 Charter Bus Requirements

5.3.1 These requirements do not apply to micro-purchases ($3,000 or less, except for construction contracts over $2,000). Contractor shall comply with 49 USC 5323(d) and (g) and 49 CFR 604, which state that recipients and subrecipients of FTA assistance may provide charter service for transportation projects that uses equipment or facilities acquired with Federal assistance authorized under the Federal transit laws (except as permitted by 49 CFR 604.2), or under 23 U.S.C. 133 or 142, only in compliance with those laws and FTA regulations, “Charter Service,” 49 CFR part 604, the terms and conditions of which are incorporated herein by reference.

5.4 School Bus Requirements

5.4.1 Applicability – Operational Service Contracts. These requirements do not apply to micro-purchases ($3,000 or less, except for construction contracts over $2,000). Pursuant to 69 USC 5323(f) or (g) as amended by MAP-21, 23 USC 133, 23 USC 142, and 49 CFR 605, recipients and subrecipients of FTA assistance shall not engage in school bus operations exclusively for 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. Violations. If a Recipient or any Third Party Participant that has operated school bus service in violation of FTA’s School Bus laws and regulations, FTA may: (1) Require the Recipient or Third Party Participant to take such remedial measures as FTA considers appropriate, or (2) Bar the Recipient or Third Party Participant from receiving Federal transit funds.

5.5 Energy Conservation



5.5.1 All Contracts except micro-purchases ($3,000 or less, except for construction contracts over $2,000) 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.

5.6 Recycled Products

5.6.1 All contracts for items designated by the EPA, when the purchaser or contractor procures $10,000 or more of one of these items during the current or previous fiscal year using Federal funds. The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247.

5.7 Termination

5.7.1 Applicability – All Contracts over $10,000, except contracts with nonprofit organizations and institutions of higher learning, where the threshold is $100,000 5.7.1.1 a. Termination for Convenience (General Provision) the

recipient may terminate this contract, in whole or in part, at any time by written notice to contractor when it is in the recipient's best interest. Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. Contractor shall promptly submit its termination claim to the recipient. If contractor is in possession of any of the recipient’s property, contractor shall account for same, and dispose of it as the recipient directs.

5.7.1.2 b. Termination for Default [Breach or Cause] (General Provision) If contractor does not deliver items in accordance with the contract delivery schedule, or, if the contract is for services, and contractor fails to perform in the manner called for in the contract, or if contractor fails to comply with any other provisions of the contract, the recipient may terminate this contract for default. Termination shall be effected by serving a notice of termination to contractor setting forth the manner in which contractor is in default. Contractor shall only be paid the contract price for supplies delivered and accepted, or for services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the recipient that 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 contractor, the recipient, after setting up a new



delivery or performance schedule, may allow contractor to continue work, or treat the termination as a termination for convenience.

5.7.1.3 c. Opportunity to Cure (General Provision) the recipient in its sole discretion may, in the case of a termination for breach or default, allow 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 the recipient'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 the recipient setting forth the nature of said breach or default, the recipient shall have the right to terminate the Contract without any further obligation to contractor. Any such termination for default shall not in any way operate to preclude the recipient from also pursuing all available remedies against contractor and its sureties for said breach or default.

5.7.1.4 d. Waiver of Remedies for any Breach In the event that the recipient elects to waive its remedies for any breach by contractor of any covenant, term or condition of this Contract, such waiver by the recipient shall not limit its remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract.

5.7.1.5 e. Termination for Convenience (Professional or Transit Service Contracts) the recipient, by written notice, may terminate this contract, in whole or in part, when it is in the recipient's interest. If the 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.

5.7.1.6 f. Termination for Default (Supplies and Service) If 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, the recipient may terminate this contract for default. The recipient shall terminate by delivering to contractor a notice of termination specifying the nature of default. Contractor shall 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 contractor was not in default, the rights and obligations of the parties shall be the same as if termination had been issued for the recipient’s convenience.



5.7.1.7 g. Termination for Default (Transportation Services) If 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 contractor fails to comply with any other provisions of this contract, the recipient may terminate this contract for default. The recipient shall terminate by delivering to contractor a notice of termination specifying the nature of default. Contractor shall 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 contractor has possession of the recipient goods, contractor shall, as directed by the recipient, protect and preserve the goods until surrendered to the recipient or its agent. Contractor and the recipient shall agree on payment for the preservation and protection of goods. Failure to agree on an amount shall be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that contractor was not in default, the rights and obligations of the parties shall be the same as if termination had been issued for the recipient’s convenience.

5.7.1.8 h. Termination for Default (Construction) If contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified, or any extension, or fails to complete the work within this time, or if contractor fails to comply with any other provisions of this contract, the recipient may terminate this contract for default. the recipient shall terminate by delivering to contractor a notice of termination specifying the nature of 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. Contractor and its sureties shall be liable for any damage to the recipient resulting from contractor's refusal or failure to complete the work within specified time, whether or not contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the recipient in completing the work.

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

5.7.1.9.1 1. Delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of 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

5.7.1.9.2 2. Contractor, within 10 days from the beginning of any delay, notifies the recipient in writing of the causes of delay. If in the recipient’s judgment, delay is excusable, the time for completing the work shall be extended. The recipient’s judgment shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of contractor's right to proceed, it is determined that contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if termination had been issued for the recipient’s convenience.

5.7.1.10 i. Termination for Convenience or Default (Architect & Engineering) the recipient may terminate this contract in whole or in part, for the recipient's convenience or because of contractor’s failure to fulfill contract obligations. The recipient shall terminate by delivering to contractor a notice of termination specifying the nature, extent, and effective date of termination. Upon receipt of the notice, contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the recipient all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If termination is for the recipient’s convenience, it shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If termination is for contractor’s failure to fulfill contract obligations, the recipient may complete the work by contact or otherwise and contractor shall be liable for any additional cost incurred by the recipient. If, after termination for failure to fulfill contract obligations, it is determined that contractor was not in default, the rights and obligations of the parties shall be the same as if termination had been issued for the recipient’s convenience.

5.7.1.11 j. Termination for Convenience or Default (Cost-Type Contracts) the recipient may terminate this contract, or any portion of it, by serving a notice or termination on contractor. The notice shall state whether termination is for convenience of the recipient or for default of contractor. If termination is for default, the notice shall state the manner in which contractor has failed to perform the requirements of the contract. Contractor shall account for any property in its possession paid for from funds received from the recipient, or property supplied to contractor by the recipient. If termination is for default, the recipient may fix the fee,



if the contract provides for a fee, to be paid to contractor in proportion to the value, if any, of work performed up to the time of termination. Contractor shall promptly submit its termination claim to the recipient and the parties shall negotiate the termination settlement to be paid to contractor. If termination is for the recipient’s convenience, 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, the recipient determines that 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 contractor, the recipient, after setting up a new work schedule, may allow contractor to continue work, or treat the termination as a termination for convenience.

5.8 Contracts Involving Federal Privacy Act Requirements

5.8.1 When a grantee maintains files on drug and alcohol enforcement activities for FTA, and those files are organized so that information could be retrieved by personal identifier, the Privacy Act requirements apply to all contracts except micro-purchases ($3,000 or less, except for construction contracts over $2,000) 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: 5.8.1.1 (1) The Contractor agrees to comply with, and assures the

compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other things, the Contractor agrees to 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.

5.8.1.2 (2) The Contractor also agrees to 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 Federal assistance provided by FTA.



5.9 MRHA, Insurance and Indemnification Requirements

5.9.1 The Successful Bidder Shall Maintain and Agree to the Following - Contractor agrees to fully defend, indemnify and hold harmless Missouri Rural Health Association, (“MRHA, ”), and their respective directors, officers, Board members, employees, elected officials, agents and volunteers from and against all claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation reasonable attorney’s and expert’s fees and costs), whether or not involving a third party claim, which any or all of them may incur, resulting from bodily injuries (or death) to any person, damage (including loss of use) to any property, other damages or losses, or contamination of or adverse effects on the environment, arising out of the performance of this contract by the Contractor or Contractor’s employees, agents or subcontractor (MRHA’s Contractor)s. To the extent MRHA is negligent, Contractor’s duty to indemnify MRHA, shall not extend to the proportion of loss attributable to MRHA negligence.

5.9.2 Proof - Each Contractor shall include in its solicitation response package proof of insurance capabilities, with provision of either a completed Accord form or a signed letter from Contractor’s insurance agency on its letterhead stating that it has or can get the required insurance coverage.

5.9.3 Certificate - A certificate of insurance indicating that the awarded vendor has coverage in accordance with the requirements of this section shall be furnished by the vendor to the Contracting Officer within five (5) working days of such request and before it occupies the subleased premises. The vendor shall provide and maintain at all times during the term of any contract, without cost or expense to MRHA, policies of insurance insuring the vendor against any and all claims, liabilities and damages as set forth below.

5.9.4 COMMERCIAL GENERAL LIABILITY - Including, Premises/Operations, Products/Completed Operations, Contractual Liability, Independent Contractors, Personal Injury, Broad Form Property Damage.5.9.4.1 Bodily Injury and Property Damage Limit $1,000,000 each

occurrence5.9.4.2 Products/Completed Operations Damage Limit $1,000,000 each

occurrence5.9.4.3 Personal and Advertising Injury Limit $1,000,000 each

occurrence 5.9.4.4 General Aggregate Limit $2,000,000 each occurrence5.9.4.5 Fire Damage Limit $500,000 each occurrence



5.9.4.6 Medical Expense $5,000 each occurrence

5.9.4.7 MRHA, and their officers, employees, board members, agents and elected officials are to be included as Additional Insured’s on a direct primary basis.

5.9.4.8 General Aggregate shall apply separately to the project prescribed in the contract.

5.9.5 WORKERS’ COMPENSATION AND EMPLOYERS’ LIABILITY - Statutory coverage complying with Missouri Workers’ Compensation Law

5.9.6 MISSOURI DISABILITY - Statutory Coverage

5.9.7 Occurrence Liability - It is understood and agreed by the Contractor that the insurance requirements specified above, contemplate the use of occurrence liability forms.

5.9.8 Insurance Standards - All insurance shall be written with insurance carriers licensed by the State of Missouri Insurance Department and have a Best's rating of A XI or better. Proof of insurance shall be provided on a Certificate of Insurance (copy attached). All Certificates shall contain a thirty (30) day notice of cancellation, non-renewal or material change to Missouri Rural Health Association, Broker signature is not acceptable. Subcontractor (MRHA’s Contractor)s shall carry the same kinds and amounts of insurance as the general Contractor. Certificates of Insurance shall be submitted with the RFP/bid.

5.9.9 Please make sure that the certificate holder reads: Missouri Rural Health Association, (“MRHA”), 2401 Hyde Park Road, Suite B, Jefferson City, MO 65109-4781

5.10 Protest Procedures

5.10.1 Protests Prior to Proposal Due Date - Following the issue of this formal RFP, and prior to the due date, a protest may be filed with MRHA. Protests must be in writing and be received by MRHA not less than five (5) full working days before the proposal due date. MRHA will notify all Contractors that a protest has been filed, and the due date will be postponed until the protest has been reviewed and acted upon by MRHA and the FTA (if applicable).

5.10.2 Protests Received After Proposal Due Date - MRHA will evaluate all proposals and determine the best-qualified Contractors. Once MRHA selects the Contractor, a notice of intent to award will be mailed to all Contractors. Any protest to the notice must be in writing and received by MRHA within five (5) full working days from the postmark date of the notice.



5.10.3 Protest Contents - The protestor must demonstrate or establish a clear violation of a specific law or regulation, e.g., a violation of the prohibition against exclusionary or unduly restrictive specifications. The protest must state it is a protest and must contain a statement of the grounds for protest (including specification of the law or regulation that the protestor alleges has been violated) and all supporting documentation. MRHA may, but is not obligated to, request additional information concerning the grounds for protest.

5.10.4 Reply to Protests - The MRHA Protest Committee will review all protests as soon as possible. All material submitted by the protestor will be considered. Such material will not be withheld from any interested party outside of MRHA, or any agency which may be involved with the procurement except to the extent that the withholding of information is permitted or required by law or regulation. If the protestor contends that the protest contains proprietary and confidential material which should be withheld, a statement advising of this fact shall be affixed to the front page of the protest document and alleged proprietary and confidential information shall be so identified wherever it appears. MRHA shall make a determination as to whether the protest contains proprietary and confidential materials which should be withheld.

5.10.5 Responses - MRHA will respond with its determination in writing within ten (10) working days of its receipt of the written protest, or if MRHA requests additional information within the ten (10) day working period, MRHA will respond with its determination within ten (10) working days of MRHA ’s receipt of all requested additional information.

5.10.6 Request for Protest Reconsideration - Upon receipt of MRHA decision, the protestor may file a written request for protest reconsideration. A request for protest reconsideration must be directed to the MRHA Executive Director in writing and received within five (5) full working days from the postmark date of the reply from MRHA; the request for protest reconsideration shall specify why the Protest Committee’s determination is alleged not to be correct. The decision of the Executive Director will be in writing, will be final, and will be made within ten (10) working days of MRHA receipt of the written request for protest reconsideration. No further protests will be heard by MRHA.

5.10.7 FTA review of Protests - FTA will only review protests regarding the alleged failure of the grantee to have written protest procedures or alleged failure to follow such procedures. Alleged violations on other grounds are under the jurisdiction of the appropriate State or local administrative or judicial authorities. Alleged violations of a specific Federal requirement that provides an applicable complaint procedure shall be submitted and



processed in accordance with that Federal regulation. See, e.g., Buy America Requirements, 49 CFR Part 661 (Section 661.15); Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs, 49 CFR Section 26.103. FTA will only review protests submitted by an interested party as defined below.

5.10.8 Remedy - FTA's remedy for a grantee's failure to have written protest procedures or failure to follow such procedure is limited to requiring the grantee to develop such procedures, if necessary, and follow such procedures in reviewing the protest at issue, if the grantee desires FTA financial participation in the contract in question. In instances where a grantee has awarded to another bidder or offeror prior to FTA's decision on the protest, FTA may refuse to participate in funding the contract.

5.10.9 Definitions - For the purposes of this Section 6.6, the following definitions apply:5.10.9.1 "Days" refers to working days of the Federal Government.5.10.9.2 "File" or "submit" refers to the date of receipt by FTA.5.10.9.3 "Interested party" means an actual or prospective bidder or

offeror whose direct economic interest would be affected by the award of the contract or by failure to award the contract.

5.10.9.4 "Bid" includes the term "offer" or "proposal" as used in the context of negotiated procurements.

5.10.10 Time for filing - Protestors shall file a protest with FTA not later than five days after a final decision is rendered under the grantee's protest procedure. In instances where the protestor alleges that the grantee failed to make a final determination on the protest, protestors shall file a protest with FTA not later than five days after the protestor knew or should have known of the grantee's failure to render a final determination on the protest.

5.10.11 Temporary Hold - Grantees shall not award a contract for five days following its decision on a bid protest except in accordance with the provisions and limitations of subparagraph H. After five days, the grantee shall confirm with FTA that FTA has not received a protest on the contract in question.

5.11 Submission of Protest to FTA

5.11.1 Protests shall be filed with the appropriate FTA Regional Office with a concurrent copy to the grantee. The protest filed with FTA shall:5.11.1.1 Include the name and address of the protestor.5.11.1.2 Identify the grantee, project number, and the number of the

contract solicitation.



5.11.1.3 Contain a statement of the grounds for protest and any supporting documentation. This should detail the alleged failure to follow protest procedures or the alleged failure to have procedures and be fully supported to the extent possible.

5.11.1.4 Include a copy of the local protest filed with the grantee and a copy of the grantee's decision, if any.

5.11.2 Grantee response - FTA shall notify the grantee in a timely manner of the receipt of a protest. FTA shall instruct the grantee to notify the Contractor of the protest if award has been made or, if no award has been made, to notify all interested parties. The grantee shall notify all who receive such notice that they may communicate further directly with FTA. The grantee shall submit the following information within the timeframe specified by FTA:5.11.2.1 A copy of the grantee's protest procedure;5.11.2.2 A description of the process followed concerning the protestor's

protest; and5.11.2.3 Any supporting documentation.

5.11.3 Copies - The grantee shall provide the protestor with a concurrent copy of the above submission.

5.11.4 Protestor comments - The protestor must submit any comments on the grantee's submission not later than ten days after the protestor's receipt of the grantee's submission and must provide the grantee a concurrent copy of the submission.

5.11.5 Withholding of Award - When a protest has been timely filed with the grantee before award, the grantee shall not make an award prior to five days after the resolution of the protest, or if a protest has been filed with FTA, during the pendency of that protest, unless the grantee determines that:5.11.5.1 The items to be procured are urgently required;5.11.5.2 Delivery or performance will be unduly delayed by failure to make

the award promptly; or5.11.5.3 Failure to make prompt award will otherwise cause undue harm

to the grantee or the Federal Government.

5.11.6 Notification - In the event that the grantee determines that the award is to be made during the five-day period following the local protest decision or the pendency of a protest, the grantee shall notify FTA prior to making such award. FTA will not review the sufficiency of the grantee's determination to award during the pendency of a protest prior to FTA's bid protest decision. FTA reserves the right not to participate in the funding of any contract awarded during the pendency of a protest.



5.11.7 FTA Action - Upon receipt of the submissions, FTA may request further information or a conference among the parties, and will render a decision on the protest.



6 Application Instructions

6.1 Introduction

6.1.1 Hold Harmless – The Contractor agrees that this section of the RFP document cannot be referenced or incorporated into any agreement resulting from the RFP process. Contractor agrees to hold the MRHA harmless if it relies in error on any portion of this section. This section is provided with the understanding that the Contractor alone is responsible for submitting a complete bid packet.

6.1.2 Review This Document Carefully - MRHA has done its best to provide you an RFP which presents the requirements for Client transportation services, along with the applicable complex federal and state requirements you are agreeing to observe by submitting a bid.

6.1.3 Ask Questions – We hope our efforts have resulted in an RFP that you find well-organized, clear and as easy to understand as possible. However, if you have questions after reviewing this document please submit them to us. Use Form 1, Preselection Question Form to submit your questions. We will provide a written response to your questions as soon as possible. We will also publish your question, and our response to http://www.morha.org/?page_id=101 so that everyone has the same information when making a bid.

6.1.4 Look For Hints – If you see this symbol near a paragraph, it indicates this item is something you should directly address in your bid packet or narratives.

6.1.5 No Phone Calls – We regret that we cannot answer your questions over the phone. This policy is designed to ensure fairness to all applicants.

6.2 Prepare Your Bid

6.2.1 Submittals Must be Received at the MRHA Office By April 30, 2016 - THE NEW RFP DEADLINE IS NOW MAY 13, 2016 – BEFORE 5:00 PM. Local Time (Submissions postmarked before that date, but not delivered, will not be considered.)

6.2.2 RFP Response Submittal Checklist - Supplier shall submit a proposal in the following format:6.2.2.1 Vendor shall create one (1) original proposal (so labeled

“original”) with original signature and three (3) identical copies (a total four (4) proposal submittals).

6.2.2.2 The original proposal and each of the three (3) identical copies shall be submitted in three-ring binders of sufficient size and





quality to contain each response.6.2.2.3 The original and each of the three (3) three-ring binders shall be

sent to the RFP Contact address shown in Section 2.1.1, on or before the specified due date and time shown in Section 3.1.2 within a box of sufficient size to hold all proposal submittals.

6.2.2.4 In addition to the aforementioned copies specified the Supplier MUST include a CD, DVD, or thumb drive of the entire submittal. Said device shall be affixed inside the front cover of the original proposal. No other material will be saved to the CD or DVD.

6.2.2.5 MRHA RFP name and number, associated with our project, must be shown on the lower left-hand corner of the box.

6.2.2.6 The original, along with each of the three (3) identical copies, shall be indexed with tabs as follows:

Tab 1: RFP Cover Sheet Tab 2: Introduction Tab 3: Notices, Purpose and Scope Tab 4: General Contract Provisions Tab 5: Application Instructions Tab 6: Form 4 Tab 7: All Other Forms Tab 8: Certificates of Insurance Tab 9: Supporting Documents Tab 10: Miscellaneous

Note: MRHA checklist is intended, primarily, as an aid to Contractors in providing a response to this RFP. Contractor retains the sole responsibility for accuracy and conformance of response submittals.



FORM 1: Preselection Question Form

Questions regarding this RFP must be submitted in writing and returned via email to the RFP Contact listed below, and only during the allotted timeframe detailed in the timeline, found in Section 3. Contractors having preselection period questions may direct their questions using this form to:

Chris DunnMRHA 2412 Hyde Park Road, Suite BJefferson City, MO [email protected]

Only one question per form is permitted. Duplication of question form is acceptable for submittal of additional questions. All questions and their respective answers will be posted to http://www.morha.org/?page_id=101 as soon as possible without identifying the Contractors submitting the inquiry. No questions will be accepted within 72 hours of the closing of the bidding period. No answers will be posted within 24 hours of the closing of the bidding period. Questions may not exceed 250 words.

RFP Paragraph Number:

RFP PageNumber:

Submitted By: Date Submitted:

Email Address: Phone:

Company Name:

Question:

- end



mailto:[email protected]


FORM 2: Geographic Service Area Declaration Form

All Contractors shall describe the geographic area(s) they commit to provide transportation services under their bids for the duration of this contract. Said transportation services shall be to, from, within, and throughout the area(s) described below. If a Contractor’s Geographic Service Area cannot be precisely mapped - based upon the description provided by the Contractor – the RFP will not be considered. Note: MHRA’s staff will provide you a binding opinion – up until 72 hours before the RFP submission deadline – on whether the geographic area you plan to submit can be precisely mapped. Example Valid Expressions of a Geographic Area That Can Be Precisely Mapped:

1) The State of Missouri.

2) All ten counties of the HealthTran Service Area.

3) All that area within the HealthTran Service Area which is within 5 miles of US 60.

4) All that area within the HealthTran Service Area lying East of 92° 0’ 0” W longitude.

5) All that area lying within a 5mile buffer surrounding Orville, Missouri.

6) All that area lying within the City of Wilbur, Missouri, and all that area within 1000’ of the City of Wilbur’s Landfill.

7) All that area within a box bounded on the (1) North side by 37° 30’ 0” N lattitude, (2) bounded on the South side by Missouri-Arkansas border, (3) bounded on the West side by the Missouri-Kansas border, and (4) bounded on the East side by 91° 0’ 0” W longitude.

8) All that area lying within Missouri House District 128.

9) All that area lying within the following Zip Code Tabulation Areas (ZTCA).

10) All that area bounded by the ESRI shapefile included on the thumbdrive submited with this bid. Exxample File name: RocketRapidTransit.shp

Example Invalid Statements of Geographic Areas That Cannot Be Precisely Mapped: 1) Most of the HealthTran service area.

2) Every place we currently serve.

3) Our current service area.

4) The East half of the HealthTran Service Area.

5) 75% of the HealthTran Service Area.

6) We are not sure. We’ll get back to you if we get the bid.

7) The area in and around Katherine, Missouri.

8) Everywhere between Lorin, Missouri and Milton, Missouri


Describe your service area here. Use an additional page if necessary


FORM 3: Pricing Proposal Form

TO:Missouri Rural Health Association2401 Hyde Park Road, Suite B, Jefferson City, Missouri 65109-4781

PRICE PROPOSALThe price presented here is guaranteed until December 31, 2017. Contractor understands and accepts that no price adjustments will be allowed during the life of this agreement unless it be mutually agreed upon and memorialized by both parties.

Contractor: _______________________________________________________

We have selected the following bid option from among the two possible bid methods. We understand that in no case may a Contractor submit both a mileage and an hourly bid. We understand that if we select two bidding methods our bid is automatically disqualified and we will not be selected as a HealthTran Contractor.Please darken the oval in front of the selected bid method.

⃝� Cost per mile with Contractor owned and maintained equipment: Fee Charged Per Mile $ ______________________

⃝� Cost per hour with Contractor owned and maintained equipment: Fee Charged Per Hour $ ______________________

A once-daily $10 Client pick-up fee is understood by both parties to be in addition to the mileage or the hourly fee submitted herein.

________________________________________Name of Contractor

_________________________________ _________________________________________Signature Date



FORM 4: RFP Questions

INSTRUCTIONS: Your reply to these questions shall include the full text of the questions below and question number

in bold text.

Your reply shall be in a non-bold, serif text (Example: Times New Roman), use a 12pt font, spaced at 1.5 lines. Margins shall be no less than 1” on all sides.

The questions below are approximately 320 words. Your answers may not exceed either 3,320 words or 7 pages.

You may include graphics.

You must number your pages in either the header or footer.

You must include your company name on every page in either the header or footer.

EXAMPLE RESPONSE:

QUESTIONS:1. How many years has your company been in business? 2. How long have you been involved in Mobility Service contracting? 3. What is your company’s primary line of business?4. Provide a brief overview of your company (furnish your business philosophy,

mission statement, Management Structure, Organizational Chart, etc.).5. How many employees do you have? 6. What is the total years’ of experience your employees possess within the Mobility

Service profession? 7. What is the average experience?8. State the type of ownership of your company. 9. Provide the state and date of your incorporation if applicable. 10. List your headquarters and each office or operational location.11. What is your website address? Please include any other social media accounts (i.e.


Rocket Rapid Transit Answers to Form 4 – RFP Questions

1. How many years has your company been in business?A: Rocket Rapid Transit (RRT) was founded in 1963; thus 52 years.

2. How long have you been involved in Mobility Service contracting? A: RRT started offering mobility services in 1973; thus 42 years.

Acme Rapid Transit Page 1 of 7


Twitter, Facebook, etc.)12. What is the manager and owner’s personal cell phone number?13. Provide key contact names, titles addresses, telephone and fax numbers. Also,

identify the person(s) authorized to contractually bind your organization.14. Please provide status of any current, or pending, litigation against your company

that may directly affect ability to deliver the product/services you offer.15. Include names of three (3) current customers (with title and phone number)

utilizing systems, or requesting services, similar to what your company is proposing in response to our RFP.

16. Please include reference names of three former customers, if any, (with title and phone numbers) and reasons for disengagement of your services within the preceding five years.

17. Describe your experience with FTA, MODOT and local mandated Mobility Service guidelines and regulations.

18. Describe any Mobility Service value-added services your company is capable of providing.

19. Explain how your Mobility Service solution will differentiate you from other Mobility Service Contractors and why MRHA should choose your company as our Contractor of choice.

20. List any unique features that provide your company a competitive edge within Mobility Service.

21. Do you understand and support the HealthTran concept?22. Why should we hire you?23. Tell us anything else you would like to share.

Please do not forget to Sign and Date your Questions Response



FORM 5: Certification Regarding Debarment, Suspension, and Other Responsibility Matters

This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the Contractor is required to verify that none of the Contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945.

The Contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into.

By signing and submitting its bid or proposal, the bidder or Contractor certifies as follows:The certification in this clause is a material representation of fact relied upon by ________________________.

If it is later determined that the bidder or Contractor knowingly rendered an erroneous certification, in addition to remedies available to _____________________________, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or Contractor agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions.

Authorized Official Signature

Title of Authorized Official Date



FORM 6: Non-Collusion Certification

I certify that this bid is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting an offer for this bid/quote, and is in all respects fair and without collusion or fraud.

The below signed respondent has not divulged to nor discussed or compared his/her bid with other Contractors and has not colluded with any other respondent or parties to bid whatsoever. Note: No premiums, rebates or gratuities to any employee or agent are permitted either with, prior to, or after any delivery of materials and/or services. Any such violation will result in the cancellation and/or return of material as applicable.

Company Name: _______________________________________________________

Mailing Address: ________________________________________________________

City/State/Zip: __________________________________________________________

Date: ____________________

Authorized Signature (written):_____________________________________________

Authorized Signature (typed/printed):________________________________________

Title: _________________________________________________________________



FORM 7: Federal Transit Administration Certifications and Assurances

Name of Contractor: _______________________________

Name of Authorized Person: __________________________________________

Title of Authorized Person: _________________________________________

By endorsing this signature page, _______________________________ (authorized person) declares that he or she is duly authorized to make the certifications and assurances on behalf of the Contractor and bind the Contractor to comply with them. Thus, when its authorized person signs this document, the Contractor agrees to comply with all Federal statutes, regulations, and executive orders required for Third Party Contracts (Part 2 Terms & Conditions).

The Contractor affirms the truthfulness and accuracy of the certifications and assurances it has made in this statement herein and acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, 31 U.S.C. 3801, et seq. apply to any certification, assurance or submission made to MRHA, MODOT, and the FTA.

In signing this document, I declare under penalties of perjury that the foregoing certifications and assurances and other statements made by me on behalf of the Contractor are true and correct.

Date: __________________

Signature – Authorized Person ______________________________________

State of _______________

COUNTY of ______________

On this ____ day of ________________________, 2016, before me came _________________________

____________________________________________, known to me to be the person who executed the foregoing certification. In witness whereof, I hereto set my hand and seal.



(Seal)_________________________________________________

Notary PublicMy Commission Expires: ________________________________ ACKNOWLEDGEMENT OF CONTRACTOR, IF A CORPORATION

STATE OF ________________________

COUNTY OF _______________________

On this ____________ day of _______________________,2016, before me personally came and appeared _____________________________, to me known, who, being by me duly sworn, did depose and say that he/she resides at ________________________________________, that he/she is the ______________________________of _______________________________________ the corporation described in and which executed the foregoing instrument; that he/she knows the seal of said corporation, that one of the seals affixed to said instrument is such seal; that it was so affixed to said instrument by order of the Directors of said corporation; and that he/she signed his/her name thereto by like order.

(Seal) _____________________________________________________

ACKNOWLEDGEMENT OF CONTRACTOR, IF A PARTNERSHIPSTATE OF ________________________

COUNTY OF _______________________

On this ____________ day of _______________________,2016, before me personally came and appeared _____________________________, to me known, and known by me to be one of the members of the firm of ________________________________________, described in and who executed the foregoing instrument and he/she acknowledged to me that he/she executed the same as and for the act and deed of said firm.



(Seal) _____________________________________________________

ACKNOWLEDGEMENT OF CONTRACTOR, IF AN INDIVIDUALSTATE OF ________________________COUNTY OF _______________________On this ____________ day of _______________________,2016, before me personally came and appeared _____________________________, to me known, and known by me to be the person described in and who executed the foregoing instrument and he/she acknowledged to me that he/she executed same.

(Seal) ____________________________________________________



FORM 8: Certification of Compliance with Proposal Specifications

I hereby certify that all items, which may be delivered under attached proposal, shall meet or exceed the minimum specifications dated _________________________________________

(Date)

issued by ____________________________________________________________________(Procurement Administrator)

as amended by responses to requests for clarifications, approved equals or exceptions issued on or before _______________________________ (Date)

By:

(Name) (Date)

(Title)

(Company)

(Street Address)

(City, State, Zip)

(Phone)



FORM 9: Disadvantaged Business Enterprise (DBE) Certification for Non-Rolling Stock Materials or Services

As a Recipient (MRHA’s Contractor) of funding under Section 1101(b) of TEA-21, 23 U.S.C. Section 101, MRHA must identify Disadvantaged Business Enterprise participation in all contracts which can be used to meet our overall obligation. For this reason we require all vendors, as a condition of being authorized to bid on this project, to certify the level of Disadvantaged Business Enterprise participation which will be involved if he/she is awarded the contract for the project.

Accordingly, the following certification must be completed and submitted with your bid:

I __________________________________________________________________, hereby (Name and Title)

certify that DBE participation in the items offered shall not be less than __________ percent,$ _________________ U.S. dollars of the final purchase price.

I understand that the Disadvantaged Business Enterprise participation levels indicated will be a material factor in the public agency’s decision to award a contract for the items offered.

________________________________ Signature of Authorized Official

________________________________Title

Attach a listing of the DBE firms from whom purchase of components or services is anticipated, pending award of this contract for items covered, in this procurement. Please indicate the type of items to be purchased, an address, phone number and contact person for each Disadvantaged Business Enterprise as well as the amount of purchases anticipated.



7 Questions Answered

7.1 Received March 29, 2016 – Posted March 20, 2016

Q1 . We have questions about the section of the minimum bidder qualifications. In Section 3.2.5.2

Approp. Licensing—ambulance districts do not require a CDL. They have Chauffer’s licensing. (1) How is

this going to affect their bidding? (2) And would this statement restrict ambulance districts from

applying?

A1 . RFP Section 3.25, et. sec. states, “The carrier also must obtain all pertinent licenses for its particular

hauling needs.” It further states, “ All applicable employees shall be in possession of a Class D

Commercial Driver’s License (CDL).” (1) Applicants (Contractors) may interpret RFP Section 3.25 et.

sec. to mean a Contractor’s drivers must possess the appropriate level of state motor vehicle operator’s

license to operate the class of vehicle they will use to convey our clients. For example, if state law

requires a CDL for the operation of the vehicles the Contractor will use to convey our Clients – then the

burden is on the Contractor to show its drivers are appropriately licensed. (2) Section 3.25, et. sec. does

not disqualify ambulance districts, or any other appropriately licensed and qualified Contractor from

applying, or from being selected by MRHA as a qualified Contractor.

7.2 Received March 31, 2016 – Posted March 31, 2016

Q2 . Good afternoon, Was the meeting today recorded? If so, is it available to be watched?

A2. MRHA hosted a GoToMeeting on March 30, 2016 to answer questions from any party interested in

responding to the RFP. The GoToMeeting record meeting function was activated after MRHA staff

informed the attendees the meeting was being recorded. After the meeting was over the recording was

converted to an MP4 using the GoToMeeting software. Upon review of the recording the MP4 file

appears to have significant audio losses at the beginning of the meeting. MRHA staff will attempt to

process the audio portion of the recording and will post a link to the file once that is complete. The link

will be posted here.

7.3 Received March 31, 2016 – Posted April 1, 2016

Q3. Re: § 3.3.1 Per Mile Fee: Are we allowed to list different mileage fees depending upon Trip

Classification?

A3. MRHA is unsure of whether the questioner is asking about the various types of trips described in

Section 2.8 of the RFP, or if the questioner is concerned about the type of vehicle a HealthTran Client

with special needs might require. Our uncertainty is based upon the questioners reference to Section



3.31. Section 3.31 is the higher level section covering our request for an overall per mile bid. MRHA will

address these issues one at a time.

Trip Classifications: These were described in Section 2.8 of the RFP so that potential bidders could see

the type of trips they would be asked to perform for HealthTran Clients. Contractors are advised that

this RFP was written to allow the widest number of Contractors to respond and to allow the Contractor

to describe the extent of the service area they are willing to cover. Counter to most RPF processes

which only award the contract to one bidder, we expect – and desire – to award multiple rides to

multiple Contractors. To do that – in a fair and transparent way – we have to be able to compare

‘apples to apples’ as the saying goes. MHRA felt that the only way to compare all bidding Contractors

equally was to compare your bids for each mile you transport a HealthTran Client. Some trips may only

be one leg, some may involve waiting on a client, some may involve, intermediate trips. Further, no

Contractor may be forced to accept a trip under this RFP. A Contractor is free to let the trip go to one of

its competitors. Our belief is that HealthTran has operated long enough to establish that it is a reliable

partner which will attempt to work with each Contractor to allow it to efficiently provide services to our

Clients. We hope you will factor these facts into your bids.

Rider Classifications: MRHA believes that adding additional rider type or trip type classifications to the

RFP – after its release – would complicate an already complex RFP. MRHA believes the existing RFP

document allows potential Contractors to address the diversity of the Clients they may be asked to carry

by incorporating any additional costs they anticipate into their bid price.

Respondents to the RFP are required to list the type and capacity of the vehicles they will deploy to

support HealthTran. Therefore, if a HealthTran Client requires a stretcher van, wheelchair access, or a

vehicle capable of transporting someone over 400 lbs. the HealthTran Coordinator – upon receiving a

ride request for such a special needs Client – will first examine the map to pick the lowest cost provider

(Contractor) serving that geographic area. Next, they will look at that Contractor’s bid specifics to see if

the Contractor’s bid included vehicles meeting the Client’s special transportation requirements. If the

Contractor appears to have the necessary capacity to transport that Client they will be contacted by the

HealthTran Coordinator and offered the ride. If for some reason the first lowest-cost contractor capable

of meeting the HealthTran Client’s special needs does not accept the ride assignment (for whatever

reason) the HealthTran Coordinator will apply the process to the next lowest-cost Contractor serving the

Geographic area until a Contractor is engaged, or the trip must be rescheduled.

The bidding Contractor with multiple vehicle types and capacities, covering the most expansive

geographic area, who also bids the lowest per mile cost, is likely to be the lowest-cost contractor for a

significant number of HealthTran Client rides. Alternatively, Contractors with specialty vehicles, covering



the most expansive geographic area, may pick up the majority of rides other Contractors are incapable

of servicing due to their lack of special needs vehicle in their fleet.

Conclusion: MRHA emphasizes that the goal of this RFP is spur fair and open competition between area

transit providers with the overall goal being to deliver the most HealthTran Client transportation miles

per grant dollar. MRHA feels this goal is best met by avoiding numerous rider or trip classifications, and

by trusting our Contractors to use this information accordingly when crafting their RFP responses.

7.4 Received April 7, 2016 – Posted April 7, 2016

Q4 . I am wondering [if] there [is] a fillable RFP Form available to fill out?

A4. Unfortunately, no. There is no ‘fillable’ form available. The process of responding to an RFP is far

too individual and complex for that format.


Q5. Where will we find the Microsoft Excel spreadsheet provided by Health Tran for the log-record of

transporting Health Tran Clients with all the information you require for us to keep?

A5. The spreadsheet will be distributed to qualifying contractors after the RFP closes and selections have

been made.

Q6. Are we expected to use time-windows.com for time sheets for our employees? We have our own

time sheets each one fills out?

A6. This question is in reference to RFP Section 4.2.4 – “Measuring Time – Time worked shall be

recorded in an Excel worksheet and the controlling timeserver shall be time.windows.com.” To ensure

time calculations made in the excel spreadsheet are correct and match those made by HealthTran staff

we ask that Contractors point their time server on all PC’s using the HealthTran excel sheet

to time.windows.com. It is not nearly as complicated as it may appear and Contractors will be given

assistance with this task.

Received April 11, 2016 – Posted April 11, 2016

Q7. Would HealthTran consider a per hour rate in lieu of a per mile fee? A per mile rate could result in

the provider operating this service at a loss, which we cannot do as we are unable to utilize other FTA

funding (i.e. Section 5311) to subsidize this service. Long distance rural medical transportation, by its

very nature, results in significant amounts of wait time for the driver. We have to pay the driver for the

time they are waiting on the client to finish their appointment. It is our experience through participation



in the NEMT program, that wait times are unpredictable. By billing by the hour, the transportation

provider is then able to recoup all its expenses.

A7. The RFP response period is being extended to allow contractors the option of submitting a bid

based on hourly rates. The details of this 2nd bidding method will be included in the RFP update.

The update will be released on or before April 27, 2015 at 5:00 pm.

Because of this update/amendment, the new RFP deadline is now May 13, 2016 – before 5:00 pm.


Q8. Clarification needed on information requested under each of the required tabs listed in the section

referenced above. Tabs 2 – 5 appear to be sections of the RFP itself. Responses to elements in those

sections will be answered in Form 4. So, therefore, this proposer is unsure what you are needing us to

include in those tabs.

A8. The proposer makes asks a very valid question. Upon reflection, it seems sort of silly and wasteful to

require Contractors to produce four copies of the bulk of the the RFP for inclusion in its application/bid

materials. To be perfectly candid this requirement slipped into the RFPs because it was constructed

based upon a template. MRHA believes that requirement relates back to the days when RFPs were

graded by the selection committee members over a period of days. And by having a complete copy of

the entire RFP in the notebook the selection committee members were relieved of the burden of having

to keep a separate copy of the RFP as a reference.

SPECIAL NOTICE: The ICANN domain registration for CABLLC.com was incorrectly delisted from

approximately 3:00 pm April 9 through approximately 3:00 pm April 11, 2016. If you sent an email or

entered a question into the form above during that period it has been irretrievably lost . Please resend

your email, or reenter your question into the form. Thank you. We apologize for any inconvenience.
