ROCHESTER GENESEE REGIONAL
TRANSPORTATION AUTHORITY
AND SUBSIDIARIES
PROCUREMENT GUIDELINES
Ratified & Confirmed April 06, 2017
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ROCHESTER GENESEE REGIONAL TRANSPORTATION AUTHORITY
PROCUREMENT GUIDELINES
ADOPTED APRIL 06, 2017
COMPRISED OF THE FOLLOWING:
May 6, 2010 Procurement Guidelines
Revisions per Resolution No. RGRTA 35-2011 June 2, 2011
Revisions per Resolution No. RGRTA 47-2012 June 7, 2012
Revisions per Resolution No. RGRTA 76-2013 November 13, 2013
Revisions per Governance Committee March 03, 2016 and Accepted by
the Board of Commissioners April 07, 2016
Revisions per Governance Committee March 02, 2017 and Accepted by
the Board of Commissioners April 06, 2017
TABLE OF CONTENTS
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PROCUREMENT CODE OF CONDUCT ......................................................................................................................... 5
SECTION ONE: OVERVIEW, PURPOSE, APPLICABILITY, AND DEFINITIONS ................................................................. 7
OVERVIEW ................................................................................................................................................................... 7 PURPOSE ...................................................................................................................................................................... 7 APPLICABILITY .............................................................................................................................................................. 7 DEFINITIONS. ............................................................................................................................................................... 8
SECTION TWO: GENERAL PROCUREMENT GUIDELINES ........................................................................................... 14
1. CONTRACT ADMINISTRATION SYSTEM ............................................................................................................. 14 2. BOARD APPROVAL ............................................................................................................................................ 14 3. ENSURING MOST EFFICIENT AND ECONOMIC PURCHASE ................................................................................ 14 4. INTERGOVERNMENTAL PROCUREMENT AGREEMENTS ................................................................................... 14 5. NYS OFFICE OF GENERAL SERVICES CONTRACT PRICES & MUNICIPAL CONTRACT PRICES ................................ 14 6. AWARDS TO RESPONSIBLE CONTRACTORS ....................................................................................................... 15 7. AWARDS TO RESPONSIBLE CONTRACTORS ....................................................................................................... 15 8. WRITTEN RECORD OF PROCUREMENT HISTORY ............................................................................................... 15 9. USE OF TIME AND MATERIALS TYPE CONTRACTS .............................................................................................. 16 10. SETTLEMENT OF CONTRACT ISSUES/DISPUTES ............................................................................................ 16 11. CONTRACT PERIOD OF PERFORMANCE ........................................................................................................ 17 12. INDEPENDENT COST ESTIMATES .................................................................................................................. 17 13. CONTRACT COST AND PRICE ANALYSIS ......................................................................................................... 17 14. PROCUREMENTS WITH STATE AND FEDERAL FUNDS ................................................................................... 19 15. FULL AND OPEN COMPETITION .................................................................................................................... 19 16. GEOGRAPHIC PREFERENCES ......................................................................................................................... 20 17. PREQUALIFICATION CRITERIA ....................................................................................................................... 20 18. WRITTEN PROCUREMENT SELECTION PROCEDURES .................................................................................... 20 19. FAILURE TO RESPOND TO BID SOLICITATION ................................................................................................ 20 20. REQUESTS FOR DEVIATIONS FROM SPECIFICATIONS ................................................................................... 20 21. WRITTEN ADDENDA ...................................................................................................................................... 21 22. WRITTEN PROTEST PROCEDURES ................................................................................................................. 22 23. OPTIONS ....................................................................................................................................................... 22 24. CIVIL RIGHTS AND SPECIAL PROGRAMS POLICY ............................................................................................ 22 25. PAYMENTS .................................................................................................................................................... 25 26. EMERGENCY PROCUREMENTS ..................................................................................................................... 26 27. PROFESSIONAL SERVICES CONTRACTS ......................................................................................................... 26 28. CONSTRUCTION CONTRACTS ....................................................................................................................... 28 29. BONDING REQUIREMENTS ........................................................................................................................... 28 30. INSURANCE ................................................................................................................................................... 30 31. PROMPT PAYMENT PROCEDURES ................................................................................................................ 31 32. BUY AMERICA REQUIREMENTS .................................................................................................................... 33 33. LIQUIDATED DAMAGES ................................................................................................................................ 34
SECTION THREE: DETAILED PROCUREMENT GUIDELINES ................................................................................. 36
1. INFORMAL PROCUREMENT PROCEDURES ........................................................................................................ 36 2. FORMAL BIDDING (ITEMS/SERVICES $25,000 AND OVER) .................................................................................. 39
SECTION FOUR: PROTEST PROCEDURES ................................................................................................................. 76
APPENDIX A: FTA CIRCULAR 4220.1F THIRD PARTY CONTRACTING GUIDELINES.................................................... 79
APPENDIX B: REQUIRED CONTRACT CLAUSES AND PROVISIONS ............................................................................ 80
NY STATE DEPARTMENT OF TRANSPORTATION REQUIRED FORMS & CERTIFICATIONS ............................................ 91 UNITED STATES DEPARTMENT OF TRANSPORTATION REQUIRED CLAUSES, MODEL LANGUAGE, AND FLOW DOWN
REQUIREMENTS ......................................................................................................................................................... 94
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APPENDIX C: CONTRACT ADMINISTRATION PROCEDURES ................................................................................... 127
CONTRACT ADMINISTRATION SYSTEM .................................................................................................................... 127 PROCUREMENT REPORTING .................................................................................................................................... 135 PROCUREMENT PROTOCOL ..................................................................................................................................... 136 EVALUATING RESPONSIVENESS AND RESPONSIBILITY ............................................................................................ 138 SAMPLE AGREEMENT - SMALL PURCHASE ............................................................................................................... 140 PURCHASE REQUISITION ......................................................................................................................................... 163 INSTRUCTIONS FOR COMPLETING RGRTA PURCHASE REQUISITION FORM ............................................................ 164 FORMAL QUOTATION (SMALL PURCHASE) PROCURMENT FILE CHECKLIST ............................................................. 167 SEALED INVITATION FOR BIDS (IFB) PROCUREMENT FILE CHECKLIST ...................................................................... 168 REQUEST FOR PROPOSALS (RFP) PROCUREMENT FILE CHECKLIST .......................................................................... 169 SOLE SOURCE PROCUREMENT FILE CHECKLIST ........................................................................................................ 170 EXAMPLE RFP EVALUATION PROCESS ...................................................................................................................... 171
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PROCUREMENT CODE OF CONDUCT
The officers, employees, agents, and Board Members of the Rochester-Genesee Regional Transportation
Authority and its subsidiaries (individually and cumulatively referred to hereinafter as "RGRTA") shall
adhere to the following code of conduct governing their performance in connection with all aspects of the
procurement process, including without limitation RGRTA’s use, awarding, monitoring and reporting of
procurement contracts:
1. Consider the interests of RGRTA first;
2. Give all bidders equal consideration and assurance of unbiased judgment in determining whether their
proposed product(s) or service(s) meet the published specifications;
3. Accord a prompt and courteous reception to all who call on legitimate RGRTA business;
4. Never discriminate by dispensing special favors or privileges to anyone, whether or not for
remuneration;
5. Make no statements or promises of any kind that another party might construe as being binding on
RGRTA and always made clear in your discussions that you have no individual authority to obligate
RGRTA in any way;
6. Engage in no business with RGRTA, either directly or indirectly, which is inconsistent with the
conscientious performance of RGRTA duties or in conflict with RGRTA's written policies;
7. Maintain the confidentiality of all information that pertains to RGRTA except to the extent you have
been specifically authorized to make the information public or are required to do so by a court or
regulatory authority with jurisdiction; and
8. While an employee, officer, agent, or Board Member of RGRTA and for a period of one (1) year
following such tenure, do not participate in or maintain, and assure that none of your immediate family
members participates in or maintains, any interest, direct or indirect, in RGRTA work, or in the
selection, award, or administration of RGRTA contracts, or the proceeds thereof except to the extent
such interest has been fully disclosed to and approved by the Board.
Such a conflict of interest is defined to be when any of the following has a financial or other interest in
a firm that has submitted a bid or a proposal or has been selected for award of a contract:
The employee, officer, agent, or Board Member;
Any member of his/her immediate family,
His or her partner,
An organization that employs, or is about to employ, any of the above.
If you have a question about whether a conflict of interest exists, bring the situation to the attention of
your supervisor.
9. The Authority’s officers, employees, agents, and Board Members will not solicit, accept, or receive
from contractors, potential contractors, parties to agreements, or anyone else, any of the following in
violation of the Authority’s Code of Ethics: gifts, gratuities, or favors—whether in the form of money,
service, load, travel, entertainment, hospitality, thing, or promise.
10. Violations: In addition to any penalty contained in any other provision of law any such
commissioner, officer, or employee who knowingly and intentionally violates any of the provisions of
this section may be subject to disciplinary action, suspended, or removed from office or employment
in the manner provided by contract, law, or established employment policies.
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Every RGRTA officer, employee, agent, and Board Member involved in the award or administration
of contracts shall be given a copy of these Written Standards of Conduct, and will be required to sign a
statement that they are familiar with, and will abide by, these standards.
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SECTION ONE: OVERVIEW, PURPOSE, APPLICABILITY, AND DEFINITIONS
OVERVIEW
The Rochester-Genesee Regional Transportation Authority (RGRTA) routinely expends funds to purchase
goods and services including, but not limited to, bus parts, support equipment, professional services, etc.
Any purchases using Federal funds must be in compliance with Federal Transit Administration (“FTA”)
Circular 4220.1F, Third Party Contracting Guidelines (Appendix A). The procurement procedures
described in this document have been developed to assure compliance with these guidelines. Additional
information regarding appropriate procurement practices can be found in the Federal Transit
Administration’s Best Practices Procurement Manual.
The basic procurement objective is to secure the best goods and/or services at the lowest available price,
consistent with quality requirements and delivery needs. The practice of competitive bidding, whether
formal or informal, not only tends to assure reasonable prices, but guards against improper practices.
Failure to appropriately procure goods and services funded by the Federal government could seriously
jeopardize Federal funding to RGRTA. All RGRTA staff involved in procurement activities must
familiarize themselves with RGRTA procurement guidelines, FTA regulations, and other pertinent
documentation, as promulgated. To assist RGRTA staff in these efforts, standard and required contract
clauses and applicability requirements are presented in Appendix B.
PURPOSE
These Procurement Guidelines set forth the requirements that RGRTA and its subsidiary corporations
(individually or collectively referred to as “RGRTA”) must adhere to in the solicitation, award, and
administration of its third party contracts for goods and services. These requirements are in conformance
with common Federal grant rules, Federal and New York State statutes, Federal Executive orders and their
implementing regulations, New York State Department of Transportation policy and Federal Transit
Administration policy.
These guidelines are meant to:
(i) formalize practices which insure that RGRTA’s interests are protected,
(ii) assure that all Federal and state procurement laws and regulations are followed, and
(iii) communicate policies, give guidance to Procurement personnel, personnel assigned to the
purchasing function, and others with delegated purchasing authority.
These Guidelines have been duly adopted by resolution of RGRTA's Board of Commissioners (the
"Board") and detail RGRTA's operative policy and instructions regarding the use, awarding, monitoring
and reporting of procurement contracts. These Guidelines shall be reviewed and approved by RGRTA’s
Board of Commissioners on an annual basis.
APPLICABILITY
The RGRTA Procurement Guidelines apply to all commodity, service, and professional service contracts
procured by RGRTA. These Guidelines adhere closely to the Federal Procurement Requirements outlined
in FTA Circular 4220.1F. While RGRTA is not required to meet Federal regulations for its non-federally
funded contracts, RGRTA has chosen to adopt the procurement practices outlined in the Circular and the
Best Practices Procurement Manual as a way of ensuring sound business practices in all RGRTA
procurement activities.
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These Guidelines are intended for the guidance of officers and employees of RGRTA only, and nothing
contained herein is intended or shall be construed to confer upon any person, firm or corporation, any right,
claim or benefit under, or by reason of, any requirement or provision hereof.
Nothing contained in these Guidelines shall be deemed to alter, affect the validity of, modify the terms of
or impair any contract or agreement made or entered into in violation of, or without compliance with, the
provisions of these Guidelines.
Where applicable Federal, state or local laws, ordinances, codes, rules or regulations contain requirements
that are in conflict with, or that impose greater obligations upon RGRTA than these Guidelines, those
requirements, shall take precedence over those contained herein.
RGRTA shall not be precluded from adopting additional requirements for particular contracts relating to
the matters covered by these Guidelines.
DEFINITIONS.
When used in these guidelines:
"Advertisement”:
(i) the publication of a Notice of Procurement Opportunity in any of the following forums, as are
appropriate: newspapers of general circulation in Monroe County and/or any other member county
within the Rochester-Genesee Regional Transportation District; regional, state and national trade
journals and magazines; newsletters; and New York State Economic Development Department
and/or Disadvantaged Business Enterprise publications,
(ii) the posting of a Notice of Procurement Opportunity on RGRTA's property at a location accessible
to the public,
(iii) the dissemination of a Notice of Procurement Opportunity to three (3) or more potential bidders,
proposers or suppliers either by written, telephonic or electronic transmission, and
(iv) any or all methods of advertisement as are herein defined that are necessary or desirable to promote
competition under these Guidelines.
"Allowable Indirect Costs": those costs generally associated with overhead which cannot be specifically
identified with a single project or Contract and are considered reasonable and allowable under
specific state contract or allow-ability limits.
“Approved Equal”: An item or service which has been approved by the procuring agency as equal to the
brand name item originally specified.
“Brand Name”: A name of a product or service that is limited to the product or service produced or
controlled by one private entity or by a closed group of private entities. Brand names may include
trademarks, manufacturer names, or model names or numbers that are associated with only one
manufacturer.
“Commodities”: Standard articles of commerce in the form of material goods, supplies, products or
similar items. Commodities do not include technology.
"Construction": the supervision, inspection and building of, and all expenses incidental to the acquisition,
construction, repair, painting or reconstruction of, facilities and equipment for use by RGRTA.
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“Contractor”: any person, partnership, private corporation or association:
1. Selling materials, equipment or supplies, or leasing property or equipment, to RGRTA.
2. Constructing, reconstructing, rehabilitating or repairing buildings or other
improvements for or on behalf of RGRTA.
3. Rendering or providing services to RGRTA pursuant to a Contract.
"Contracts" or "Procurement Contracts," as defined by the Federal Acquisition Regulation (FAR): a
mutually binding legal relationship obligating the seller to furnish the supplies or services (including
construction) and the buyer to pay for them. Contracts would include bilateral instruments, awards
and notices of awards; job orders or task assignment letters issued under basic ordering agreements;
letter contracts, orders, such as purchase orders, under which the contract becomes effective by
written acceptance or performance; and bilateral contract modifications.
The parties to a contract must possess the legal capacity to enter into the contract, and they must
assent to the terms of the contract.
"Manager of Purchasing,” “Manager of Contract Administration,” or "Vice President Procurement
and Grants Administration": the individual(s) at RGRTA responsible for preparing Invitations for
Bids or Requests for Proposals for RGRTA procurement contracts.
“Cost Reimbursement (CR) Type Contract”: A general compensation arrangement which requires the
Authority to pay the Consultant a fixed fee plus all allowable actual costs (as established by
predetermined cost principles and rates) provided such costs and fee do not exceed the final
negotiated contract price, as incurred the Consultant in performing the “agreed to” Scope of Work.
This type of contract is appropriate for qualifications-based procurements and negotiated
procurements based on a Scope of Services rather than detailed specifications.
“Design Specifications”: Specifications based on the design of a product or service. Typical design
specifications may include dimensions, materials used, commonly and competitively available
components, and non-proprietary methods of manufacturing.
“Disadvantaged Business Enterprise”: a small business concern which is at least fifty-one percent (51%)
owned by one or more socially and economically disadvantaged individuals (individual with a
personal net worth less than $750,000) and has been certified as such by New York State
Department of Transportation.
“Emergency Procurement”: the procurement of goods or services under circumstances where a delay in
procurement may result in danger to employees or the public, damage to RGRTA's facilities or
equipment, or an impediment, delay or danger to the business operations of RGRTA.
“Federal Transit Administration”: FTA is one of eleven modal administrations within the U.S.
Department of Transportation. The Federal government, through the FTA, provides financial
assistance to develop new transit systems and improve, maintain, and operate existing systems. FTA
oversees thousands of grants to hundreds of state and local public transit providers. These grantees
are responsible for managing their programs in accordance with Federal requirements, and FTA is
responsible for ensuring that grantees follow Federal mandates along with statutory and
administrative requirements.
“Firm-Fixed-Price Type Contract” (FFP): A general compensation arrangement which places the risk of
performance for a lump sum on the contractor, regardless of the actual costs incurred by the
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contractor. The only allowable adjustments to the lump sum contract price are those arising from
authorized changes in scope of services or changes in specifications. This type of contract is
appropriate for acquiring commercial items, or for supplies or services which can be clearly defined
with either performance/functional specifications or design specifications where there are no
substantial uncertainties relating to cost, performance, or schedule. This type of contract may only be
used in sealed bidding procurements.
“Formal Bidding”: bidding involving public advertising and sealed bids, and is required for procurements
of goods or services with an aggregate annual cost of $25,000 or more, except as otherwise provided
herein.
“General Services”: those services provided by an individual or business which are not considered
professional or construction.
“Independent Cost Estimate”: Such estimates may be obtained from published competitive prices,
results of previous competitive procurements, including some type of price escalation percentage, or
price quotes from manufacturers.
“Informal Bidding”: bidding without public advertising but within formal procedures, which may include,
without limitation, written, telephonic or electronic bidding.
“Invitation for Bids (IFB)”: RGRTA’s request for sealed bids setting forth the detailed specifications for
the work to be performed.
“Maintenance Bond”: An instrument of security furnished by the contractor and his/her surety for the
maintenance of the work after completion, in accordance with the contract documents.
“Micro Purchase”: A Purchase having an aggregate cost or resulting in a contract opportunity under
$2,500.
“Minority Business Enterprise (MBE)”: Any business enterprise which is at least fifty-one percent
(51%) owned by, or in the case of a publicly owned business, at least fifty-one percent (51%) of the
capital stock of which is owned by citizens or permanent resident aliens who are minority persons,
and such ownership interest is real, substantial and continuing. The minority ownership must have
and exercise the authority to independently control the business decisions of the entity. The
enterprise must also be authorized to do business in New York State, be independently owned and
operated, and not be dominant in its field. For the purposes of these guidelines “minority person”
shall refer to persons as are defined in Section 2879(3) of the Public Authorities Law.
“New York State Contract Reporter”: a publication of procurement opportunities printed for the New
York State Economic Development Bureau pursuant to the New York State Economic Development
Law.
“Offer”: A promise to provide goods or services according to specified terms and conditions in exchange
for material compensation,
“OGS Bid Contracts”: purchase prices established for various items or services which have been
competitively bid or received competitive proposals by the New York State Office of General
Services (the "OGS") and which may be used by RGRTA and its subsidiaries to make procurements.
“Organizational Conflict of Interest”: because of other activities, relationships, or contracts, a contractor
is unable, or potentially unable, to render impartial assistance or advice to RGRTA; a contractor’s
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objectivity in performing the contract work is or might be otherwise impaired; or a contractor has an
unfair competitive advantage.
“Performance Bond”: An instrument of security furnished by the contractor and his surety for the
performance of the work in accordance with the contract documents.
“Performance Specifications”: Specifications based on the function and performance of a product or
service under specified conditions, preferably conditions that can be reproduced for testing purposes.
Performance specifications may include useful life, reliability in terms of average intervals between
failure, and capacity
“Procurement”: The acquisition by the Authority of products, services, or public works by purchase,
excepting:
The purchase of periodicals, reference materials, treatises, or professional research tools;
The payment of fees or tuition associated with continuing education courses, training courses,
conferences, seminars, and symposiums,
Expenditures governed by the RGRTA’s “Travel Policy and Guidelines”; and
The purchase of advertising space or advertising time in any medium.
“Procurement Officer”: Individual who has responsibility for the overall conduct of a particular
procurement. This individual is responsible for ensuring compliance with applicable RGRTA
Guidelines and governmental regulations in the procurements under his/her purview. The
Procurement Officer will likely be one of the following positions:
Vice President of Procurement and Grants Administration
Manager of Purchasing
Manager of Contract Administration
“Professional Services”: services of a professional nature, including without limitation, accounting, legal,
medical, occupational, architectural, engineering, consulting, advertising, marketing and planning.
“Professional Services Contract”: any written agreement to provide a service, including but not limited to
legal, accounting, management consulting, investment banking, planning, training, statistical,
research, public relations, marketing, advertising, architectural, engineering, surveying or other
personal services of a consulting, professional or technical nature, for a fee, commission or other
compensation, by a person or persons who are not providing such services as officers or employees
of a state agency or public corporation.
“Professional Services Contractor”: any person, firm or corporation performing a Professional Services
Contract for RGRTA.
“Prompt Payment”: payment of a debt due and owing by RGRTA before interest accrues thereon
pursuant to a statement adopted in accordance with these Guidelines.
“Proper Invoice”: a written request for a Contract payment that is submitted by a Contractor setting forth
the description, price and quantity of goods or services delivered or rendered in such form and
supported by such other substantiating documentation as RGRTA may reasonably require.
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“Public Work”: the construction, demolition, repair, rehabilitation, removal, restoration or maintenance of
any building, roadway, structure, fixture, facility, improvement or property owned by or leased to
RGRTA.
“Receipt of an Invoice”:
(1) The date on which a proper invoice is actually received in the designated payment office; or
(2) The date on which RGRTA receives the purchased goods or services covered by the proper
invoice, whichever is later.
"Responsible”: a potential contractor is considered responsible if it can demonstrate that it has the ability to
perform successfully under the terms of the proposed Contract, taking into account the offeror's
technical and financial capability. Responsibility refers to the ability of the contractor to deliver the
requested items/services.
"Responsive”: a bid which complies, in all material respects, with the terms of the solicitation and is
completed, executed, and submitted in accordance with the instructions set forth in the solicitation.
Responsiveness refers to the integrity of the submitted bids and the bid process.
"Sealed Bidding”: a competitive procurement method under which a contract is awarded to the lowest-
priced, responsive bid, offered by a responsible bidder.
“Senior Staff”: The Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief
Administrative Officer, Corporate Council, Vice Presidents and Directors of RGRTA.
“Services”: A professional, consulting, technical, or other service, including but not limited to, legal,
testing, accounting, bookkeeping, secretarial, management consulting, audit, investment banking,
planning, training, statistical research, insurance, advertising, public relations, architectural,
engineering, appraisal, janitorial, surveying, housekeeping, and waste disposal, performed for a fee,
commission or other compensation.
“Single bid”: Two or more competitive bids are solicited and only one bid is received.
“Small Procurement”: The acquisition of goods or services under a written agreement or purchase order
resulting in an aggregate cost to RGRTA of less than $25,000 per year.
“Small Procurement Informal Bidding”: A small procurement method of procuring goods or services
between $2,500 and $24,999.99 annually, based upon competitive selection; quotes are requested
and received via fax or regular/electronic mail.
“Sole Source”: the goods or services to be procured are available from only one responsible source; or
prior state, federal or Board approval has been granted.
“Solicitation”: A purchasing entity’s request for offers, including telephone, fax, or electronic requests for
price quotations, an invitation for bids, or a request for proposals.
“Surety bond”: Refers to an agreement between a transit industry contractor or supplier and a surety bond
writer that guarantees a contract obligation with a transit property. Typically, transit agencies require
bonds that cover 100% of the value of a contract. If a contractor defaults on a contract or faces
financial difficulties, the surety bond underwriter will owe the transit agency the full amount of the
contract.
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“Time and Material (T&M) Type Contract”: A general compensation arrangement which provides for
a fixed rate including Overhead and Profit, and material paid for at cost, plus handling charges. This
type of contract is permitted only:
After a determination that no other compensation arrangement is suitable;
The contract or purchase order contains a price ceiling that the contractor exceeds at its own risk,
and
All labor and equipment rates (including overhead and profit), are predetermined and set forth in
the contract and materials are to be paid for at cost.
“Women-owned Business Enterprise (WBE)”: Any business enterprise which is at least fifty-one
percent (51%) owned by, or in the case of a publicly-owned business, at least fifty-one percent (51%)
of the capital stock of which is owned by citizens or permanent resident aliens who are women,
regardless of race or ethnicity, and such ownership interest is real, substantial and continuing.
Women business owners must have and exercise the authority to independently control the business
decisions of the entity. The enterprise must also be authorized to do business in New York State, be
independently owned and operated, and not be dominant in its field.
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SECTION TWO: GENERAL PROCUREMENT GUIDELINES
1. CONTRACT ADMINISTRATION SYSTEM
RGRTA maintains a Contract Administration System (Appendix C) to ensure that contractors
perform in accordance with the terms, conditions, and specifications of their contracts, including
purchase orders contracts.
2. BOARD APPROVAL
The approval of the Board is required for all “Procurement Contracts,” as defined under
“Definitions” above, which:
(i) are for the acquisition of goods or services in the actual or estimated aggregated annual
amount of $ 75,000 or more, or
(ii) require the provision of goods or performance of services having an estimated annual value of
$ 5,000 or more for a period in excess of one (1) year. Contracts exceeding one year shall be
reviewed annually by the RGRTA Board of Commissioners.
A monthly report to the Board of Procurements between $25,000 - $74,999.
3. ENSURING MOST EFFICIENT AND ECONOMIC PURCHASE
All purchase requisitions shall be reviewed by the Manager of Purchasing or Vice President of
Procurement and Grants Administration to avoid purchase of unnecessary or duplicative items.
Consideration shall be given to consolidating or breaking out procurements to obtain a more
economical purchase. Where appropriate, an analysis will be made of lease versus purchase
alternatives and any other appropriate analysis to determine the most economical approach, as well
as Federal funding constraints.
4. INTERGOVERNMENTAL PROCUREMENT AGREEMENTS
To foster greater economy and efficiency, the RGRTA may enter into State and local
intergovernmental agreements for the procurement or use of common goods and services. The
requirements and standards of this document apply equally to procurements entered into under such
agreements.
5. NYS OFFICE OF GENERAL SERVICES CONTRACT PRICES & MUNICIPAL
CONTRACT PRICES
RGRTA may use NYS Office of General Services (OGS) contract prices or the contract price of
any other municipality when they are deemed competitive prices.
Contracts may be awarded based on the OGS or municipal contract price without additional
competitive procedures. If the contract price available through the OGS or municipality is lower
than the lowest bid price after sealed bidding, formal bidding, or informal bidding, the bids shall be
rejected and a contract awarded based on the OGS or municipal contract price. If these sources are
used, proper documentation shall be attached to the purchase order for recordkeeping.
If a Procurement Officer determines that the OGS contract price or the municipal contract price is
not the lowest price available, or if purchase under the contract would result in an inordinate delay
in delivery, the regular bidding process shall be used, and a contract awarded to the lowest
responsive and responsible bidder.
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If federal funds are used in this procurement, the Procurement Officer must assure that the OGS
contract or municipal contract meets Policy & Procedures for Federal Transit Administration
(FTA) Program Related Procurements. If the federal required clauses are not part of the existing
contract, the Procurement Officer shall generate a separate RGRTA contract that includes the
federal required clauses and forms.
Federal Transit Administration (FTA) Required Clauses have been updated
6. AWARDS TO RESPONSIBLE CONTRACTORS
The RGRTA may use Federal excess and surplus property in lieu of purchasing new equipment and
property, whenever such use is considered preferable and reduces project costs.
7. AWARDS TO RESPONSIBLE CONTRACTORS
The RGRTA shall make awards only to responsible contractors possessing the ability to perform
successfully under the terms and conditions of a proposed procurement. In making a responsible
contractor determination, consideration shall be given to such matters as contractor integrity,
compliance with public policy, record of past performance, and financial and technical resources.
Responsibility differs from responsiveness in that responsibility generally applies to the offeror.
Responsive applies to the bid submission and its conformance with the specifications or
requirements of the solicitation document.
8. WRITTEN RECORD OF PROCUREMENT HISTORY
A properly documented Procurement file should be a complete record of procurement actions and
should fully support the successful contractor’s bid price. It provides a complete background as a
basis for informed decisions at each step in the acquisition process. A well-documented file also
supports actions taken, provides information for reviews and investigations, and furnishes essential
facts in the event of litigation or legislative inquiries. If the procurement action is the result of a
contract amendment or exercise of an option, sufficient data should be included to fully support the
basis for the price and procurement action.
RGRTA shall maintain records detailing the history of all procurements. At a minimum, these
records shall include the following:
Documentation Checklist for Procurement File:
Procurement Request Form;
A memorandum explaining the rationale for the method of procurement;
Independent cost estimates;
Evidence of availability of funds;
Selection of contract type;
Copy of the solicitation package, all addenda, and all amendments;
Signed copy of Proposal Review Form;
Copies of published notices of proposed contract action;
Names, addresses, phone numbers, and electronic mail (E-mail) addresses of contractors or
vendors solicited;
Names, addresses, phone numbers and electronic mail (E-mail) addresses of contractors or
vendors requesting a copy of the Invitation for Bids;
Names and addresses, phone numbers and electronic mail (E-mail) addresses of all bidders,
the terms of their offers, and prices quoted;
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Bidders’ / Proposers’ packages;
The evaluations of proposals and selections of firms for negotiations and awards;
The evaluations of submitted bids;
A summary record of negotiations, if appropriate;
Contract Officer’s determination of responsiveness or non-responsiveness of each bid,
offer, or quotation;
Reasons for contractor selection or rejection;
The costs negotiated by the parties and the determination that the price is fair and
reasonable;
A cost or price analysis, as appropriate, justifying the determination that the price is fair
and reasonable;
Determination of whether the goods or service may be procured under the OGS NYS
Commodity Index, and if so, the price;
The basis for the contract price;
DBE Considerations-DBE Contract Goal, if applicable;
Certified Bid Tabulation;
Copies of notices to unsuccessful bidders;
Notice of Award to successful bidder;
A copy of the Notice to Proceed;
An original, executed contract, with Required Forms attached;
Records of any protest;
Bid, Performance, Payment or other bond documents, and notices to sureties;
Required insurance or bond documents, if any;
A copy of the Adopted Board Resolution authorizing the award/contract;
All correspondence and data in support of relevant contractual actions; and
Contract close-out documentation.
The Procurement File for small and micro purchases shall include the following documentation:
Procurement Requisition
Copies of any quotes received via fax, mail, or telephone;
Copy of purchase order;
Statement that successful bidder’s price is fair and reasonable;
Description of method used in determining that the successful bidder’s price is fair
and reasonable;
Sole source justification, if applicable.
9. USE OF TIME AND MATERIALS TYPE CONTRACTS
As required in FTA Circular 4220.1F, RGRTA shall use time and material type contracts only:
(a) after a determination that no other type of contract is suitable, and
(b) if the contract specifies a ceiling price that the contractor shall not exceed except at its own
risk.
10. SETTLEMENT OF CONTRACT ISSUES/DISPUTES
In accordance with good administrative practice and sound business judgment, RGRTA will be
responsible for the settlement of all contractual and administrative issues arising out of
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procurements. These issues include, but are not limited to, source evaluation, protests, disputes, and
claims. These standards do not relieve RGRTA of any contractual responsibility under its contracts.
Violations of the law will be referred to the local, State, or Federal authority having proper
jurisdiction.
11. CONTRACT PERIOD OF PERFORMANCE
The RGRTA shall not enter into any contract with a period of performance exceeding five (5)
years, inclusive of options.
For federally-funded contracts, RGRTA will obtain the written approval of the FTA prior to
awarding a contract with a period of performance that may exceed this five-year limitation. This
approval will also be obtained for contracts that were not expected to exceed the five-year
limitation at the time of the initial award, but for unexpected reasons, later exceed that limitation.
This limitation does not apply to construction contracts or to leases of real property for the life of a
transit asset to be constructed on such property (which period will extend beyond five years to
fulfill the statutory requirements that RGRTA has “satisfactory continuing control”).
12. INDEPENDENT COST ESTIMATES
RGRTA shall perform an independent cost estimate for every large procurement ($25,000 annually
and above), including contract modifications, before receiving bids or proposals. An independent
cost estimate is an estimate of the proper price level or the value of the supplies or services to be
purchased. This estimate can be used in determining the reasonableness of the actual price offered.
For procurements using Federal funds, this cost estimate shall be the estimated cost contained in
the most recent version of the local Transportation Improvement Program (TIP).
In some cases, obtaining cost estimates may be difficult or may lie outside the competence of
agency personnel. In the case of construction projects, a design firm may already be under contract
and may perform this service.
Equipment estimates can often be prepared from published price lists or from past competitive
procurements updated with inflation factors. In the case of specialized equipment, care must be
taken that the source of the estimates is not disproportionately obtained from one supplier.
Professional services often range widely in both price and quality. It may be worth obtaining a
professional cost estimate by a firm not interested in the final procurement. In the case of facility
design services, industry standards to estimate design as a percent of construction are available.
Other transit authorities are also a valuable source of cost estimating information if they have
undertaken similar projects.
13. CONTRACT COST AND PRICE ANALYSIS
A cost or price analysis is a determination that the cost or price offered by a contractor is
reasonable, given current market conditions. The purpose of cost or price analysis is to ensure that
RGRTA does not pay unreasonably high prices. A cost or price analysis must be performed in
connection with every procurement, including contract modifications. The method and degree of
analysis is dependent on facts surrounding the particular procurement situation. Prices that are
unreasonably low can also be detrimental to good procurement if they prove to be an indication
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that the offeror has made a mistake or misunderstood the work to be performed. All procurement
files shall contain minimum documentation that the offered price is fair and reasonable.
Cost Analysis
A cost analysis must be performed when the offeror is required to submit the elements (i.e., labor
hours, overhead, materials, etc.) of the estimated cost of the services offered (e.g., under
professional consulting and architectural and engineering services contracts). The cost analysis
must verify the proposed cost data, the projections of the data, and must evaluate each specific
element of costs and profit. The cost analysis shall include an evaluation of labor and other direct
costs, overhead rates, G&A rates, and the profit factor.
A cost analysis will be necessary when adequate price competition is lacking and for sole source
procurements where the elements of the estimated cost of the product or services are included in
the bid submission, including contract modifications to change orders, unless price reasonableness
can be established on the basis of a catalog or market price of a commercial product sold in
substantial quantities to the general public or on the basis of prices set by law or regulation.
Price Analysis
A price analysis may be used in all other instances to determine the reasonableness of the proposed
contract price. RGRTA will determine which of the following price analysis techniques is
appropriate for each procurement:
(a) Comparison of proposed prices received in response to the solicitation,
(b) Comparison of all prices received for recent (within last 12 months) prior procurement
actions for the same or similar items. Prior price comparison may be affected by:
1) Changes in economic conditions between the times of the two procurements,
2) Differences in quantities, and
3) Inclusion of non-recurring cost in the prices. To make a fair comparison, non-recurring
costs can be removed from both prices;
(c) Comparison with competitive published price lists, published market price of commodities,
similar indexes, and discount or rebate arrangements, and
(d) Comparison of proposed prices with the cost estimates performed prior to the solicitation,
although this alone is seldom adequate to warrant a determination that the price is reasonable.
Cost analysis differs from price analysis in that it focuses on the reasonableness of the estimated
costs of performance, not on the reasonableness of the price. Cost analysis entails reviewing each
element of cost (e.g., labor, overhead rates, and a profit factor) to determine whether the offeror’s
estimate contains an accurate and reasonable prediction of the cost incurred during performance.
The contract price is figured by adding a rate of profit that is determined to be fair. All reasonable
costs of performance can be considered. Price analysis involves examining and evaluating a
proposed price without evaluating its separate cost and profit elements. Price analysis is based
essentially on data from the offeror that can be independently verified.
Profit Analysis
Profit is negotiated as a separate element of the price for each contract in which there is no price
competition and in all cases where cost analysis is performed. To establish a fair and reasonable
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profit, the consideration will be given to the complexity of the work to be performed, the risk borne
by the contractor, the contractor’s investment, the amount of subcontracting, the quality of its
record of past performance, and industry profit rates in the surrounding geographical area for
similar work.
Federal Cost Principles
Costs or prices based on estimated costs for contracts under grants will be allowable only to the
extent that costs incurred or cost estimates included in negotiated prices are consistent with Federal
Cost Principles. RGRTA shall use Federal Cost Principles to determine allowable costs for all
Federally-funded cost-reimbursement type contracts.
Construction: Cost Plus Contracts
The cost plus a percentage of cost and percentage of construction cost methods of contracting shall
not be used by RGRTA.
Cost-Plus Percentage of Cost
The Authority shall not utilize a "Cost Plus a Percentage of Cost" contract.
14. PROCUREMENTS WITH STATE AND FEDERAL FUNDS
In all cases where procurements are made by RGRTA with state and/or Federal funds and are
conditioned upon, or subject to, laws or regulations for purchasing, RGRTA shall observe such
laws and/or regulations. This shall apply to all matters, including bidding, advertising for bids,
reviewing bids, awarding Contracts, monitoring awarded Contracts and reporting awarded
Contracts.
Federal regulations permit grant applicants, such as RGRTA, to incur project costs before receiving
formal approval or grant awards. It is the practice of RGRTA not to incur costs or entertain the
award of contracts for capital projects to be funded in whole or in part with Federal aid unless
Federal aid supporting the projects is dedicated in an adopted Federal budget as a formula
appropriation to RGRTA or as an earmarked appropriation to RGRTA.
15. FULL AND OPEN COMPETITION
All procurement transactions, without regard to dollar value, will be conducted in a manner that
provides maximum open and free competition. The following are considered to be restrictive of
competition:
(a) Placing unreasonable requirements on firms for them to qualify to do business;
(b) The specification of only a “brand name” product without listing its salient characteristics
and not allowing “an equal” product to be offered. Brand names are among the most
restrictive types of specification, and
(c) Non-competitive practices between firms or affiliated companies;
(d) Noncompetitive awards to any person or firm on retainer contracts;
(e) Organizational conflicts of interest; An organizational conflict of interest means that
because of other activities, relationships, or contracts, a contractor is unable, or potentially
unable, to render impartial assistance or advice; a contractor’s objectivity in performing the
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contract work is or might be otherwise impaired; or a contractor has an unfair competitive
advantage;
(f) Any arbitrary action in the procurement process;
(g) Unnecessary experience and bonding requirements; or
(h) Sole Source negotiation without proper justification.
16. GEOGRAPHIC PREFERENCES
RGRTA shall not use statutorily or administratively imposed in-state or local geographical
preferences in the evaluation of bids or proposals, except in those cases where applicable Federal
statutes expressly mandate or encourage geographic preference. This requirement does not pre-
empt State-licensing laws.
Geographic location may be a selection criterion in procurements for architectural and engineering
(A&E) services, provided its application leaves an appropriate number of qualified firms, given the
nature and size of the project, to compete for the contract.
17. PREQUALIFICATION CRITERIA
RGRTA does not currently pre-qualify products or persons prior to solicitation. However, in the
event that pre-qualification becomes necessary in the future, RGRTA will ensure that all lists of
pre-qualified persons, firms, or products that are used in acquiring goods and services are current
and include no less than three (3) sources to ensure maximum full and open competition. As such,
pre-qualification lists must contain a date as to when the list was last updated and a signature of the
person who updated it. RGRTA will not use pre-qualification lists that are over one (1) year in age
and do not contain at least three persons, firms, or products. Also, the RGRTA will not preclude
potential bidders from qualifying during the solicitation period. This period is defined as the
period from issuance of the solicitation to its closing date.
18. WRITTEN PROCUREMENT SELECTION PROCEDURES
The RGRTA shall use written selection procedures for procurement transactions as follows:
Solicitations shall include a clear and accurate description of the technical requirements for the
material, product, or service to be procured. Such description shall not contain features that unduly
restrict competition. The description may include a statement of the qualitative nature of the
material, product, or service to be procured and when necessary, shall set forth those minimum
essential characteristics and standards to which it must conform if it is to satisfy its intended use.
19. FAILURE TO RESPOND TO BID SOLICITATION
A potential bidder may be removed from a list of prospective bidders by the Procurement Officer if
the potential bidder fails to respond to a bid solicitation for similar goods or services on three (3)
consecutive occasions; provided, however, that with respect to DBEs, prior notification will be sent
to the DBE Liaison Officer.
20. REQUESTS FOR DEVIATIONS FROM SPECIFICATIONS
Specifications for goods and/or services shall be written clearly and concisely to minimize
ambiguity and to ensure that RGRTA receives the goods and/or services that are ideally suited for
its needs. Where appropriate, provisions should be made in the specifications to allow bidders to
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seek deviations from the specifications. The purchaser and user should consider all such requests
and approve those requests that enhance flexibility in bidding without sacrificing the quality or
integrity of the goods and/or services being procured.
All requests for deviations that are submitted, accompanied by RGRTA’s responses, shall be
shared with all potential bidders. Such documentation shall be provided to all bidders prior to bid
opening. The following clause is recommended for use in all specifications for goods:
"The specifications released herewith represent the _______ which
RGRTA feels are ideally suited for its operations; however, RGRTA will
consider requests for deviations and requests for "approved equals" to the
specifications. RGRTA will accept such requests in writing up
until ___ .
All requested deviations from these specifications will be responded to, in writing,
in one of the following manners:
(a) Approved as an equal
(b) Rejected
RGRTA will respond in writing to all requests no later than five (5) calendar days prior to
bid opening. All requests, and RGRTA’s responses thereto, will be furnished to all
prospective bidders and become addenda to these specifications."
21. WRITTEN ADDENDA
RGRTA reserves the right to issue clarifying information regarding the content of a procurement
document should the Authority, in its sole judgment, determine it is necessary to do so.
RGRTA shall include a statement in all IFBs and RFPs that the Authority will endeavor to ensure
that all bidders receive any addenda to a solicitation, but the ultimate responsibility for obtaining
addenda lies with the bidders.
If questions are submitted to the Procurement Officer regarding an IFB or RFP Document, the
Procurement Officer shall proceed in accordance with one or more of the following actions:
1) If the Procurement Officer determines that a question can be answered via letter, a
response shall be sent within seven (7) business days of receipt of the question. A copy of
the written questions and the response shall be sent to all vendors on the bid list.
2) If the issues set forth in an inquiry are determined to be of importance to all bidders, an
open meeting will be held for all bidders. The Procurement Officer’s decision to schedule
a meeting will be based on factors including, but not limited to, the following:
Complexity of the inquiry,
The history of RGRTA’s efforts to procure the same service or product in question,
The number of inquiries received.
3) All bidders will receive notification of any scheduled meeting by U.S. first class mail,
facsimile transmission, electronic mail, or courier.
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4) All bidder inquiries will be addressed during the pre-bid meeting.
If it is determined that no open meeting is to be held, RGRTA reserves the right to pursue one or
more of the following options and shall notify all bidders as such:
Issue clarifying documentation, which will be considered an amendment to the original
solicitation forms,
Withdraw the procurement document,
Continue bid process, without any changes, or
Issue a new submission date for bids.
22. WRITTEN PROTEST PROCEDURES
RGRTA shall adhere to a Protest Policy and Procedure to handle and resolve disputes from
Interested Parties relating to its procurements. To ensure all Interested Parties are informed of this
policy, each Solicitation Document for purchases exceeding the threshold for Formal Procurements
set in Section Three, paragraph 2 shall contain the following notice:
RGRTA’s policy and procedure for the administrative resolution of protests is set forth in Section
Four of the “Rochester Genesee Regional Transportation Authority and Subsidiaries Procurement
Guidelines,” which is available on the Authority’s website: www.myrts.com/Do-Business-With-
Us/Procurement. The Federal Transit Administration (FTA) Third Party Contracting Circular
addresses protests where federal funds are involved. The current version of the FTA Circular is
available at www.transit.dot.gov/regulations-and-guidance. FTA will only review protests
regarding matters that are primarily of Federal concern.
23. OPTIONS
An option is a unilateral right in a contract by which, for a specified time, RGRTA may elect to
purchase additional equipment supplies, or services called for by the original contract, or may elect
to extend the term of the original contract. If RGRTA elects to use options, the following
requirements apply:
(a) Evaluation of Options The option quantities or periods contained in the contractor’s bid or
offer must be evaluated to determine contract award. When options have not been
evaluated as part of the award, the exercise of such options will be considered a sole source
procurement. (To be eligible for Federal funding, options must be evaluated as part of the
price evaluation of offers, or must be treated as sole source awards).
(b) Exercise of Options The exercise of an option must be in accordance with the terms and
conditions of the option stated in the initial contract awarded. An option may not be
exercised unless it is determined that the option price is better than prices available in the
market or that the option is the more advantageous offer at the time the option is exercised.
The option price must be determined to be fair and reasonable, and a written justification of
this determination must be included in the procurement file.
24. CIVIL RIGHTS AND SPECIAL PROGRAMS POLICY
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Federal and State agencies have enacted programs to promote equality of economic opportunities,
ensure nondiscrimination in the award and administration of contracts, and encourage and support
eligible businesses to play a greater role in the economy.
The Federal Transit Administration’s (FTA) Disadvantaged Business Enterprise (DBE), New York
State’s Minority and Women’s Business Enterprise (MWBE), and the Service Disabled Veteran
Owned Business (SDVOB) Programs each have established goals, which are applied, to
procurements conducted utilizing federal and state assistance respectively.
Per New York State Regulations, contracts subject to DBE goals may not have MWBE nor
SDVOB goals established. Contracts not subject to DBE goals may have either or both MWBE and
SDVOB goals set.
It is RGRTA’s policy to comply with these regulations in the administration of its procurement and
contract management activities.
Disadvantaged Business Enterprise (DBE) Program
Federal regulation 49 CFR Part 26 outlines the regulatory requirements of the DBE Program. The
program is overseen by FTA’s Office of Civil Rights.
On a triennial basis the DBE Liaison Officer, following federal regulatory requirements, prepares
and submits a goal plan to the FTA Office of Civil Rights. Once approved, the goal plan establishes
RGRTA’s DBE Goal on federally-funded procurements for the subsequent three federal fiscal
years (October – September).
DBE regulation permits RGRTA to assess the DBE goal on individual procurements based on the
reasonable availability of certified DBE firms for the required goods and/or services. Goals on
projects with little or no certified DBE availability may have a very low goal or no goal. Projects
with a larger availability of certified DBE firms may have a goal well above the goal established in
the plan goal.
Each state establishes a Unified Certification Program (UCP) for DBE firms. Firms utilized by
RGRTA must be certified by New York State’s Unified Certification Program (UCP).
Once proposals are received, the procurement officer must review each proposal to determine if it
is DBE compliant. Proposals not meeting the DBE goal must demonstrate that good-faith efforts
were taken to achieve the goal. The procurement officer reviews the submitted documentation and
makes a determination. Proposals not meeting the goal, nor demonstrating adequate good-faith
efforts, may be considered non-responsive.
RGRTA staff are responsible for monitoring ongoing compliance of active contracts with DBE
goals. Monitoring responsibilities include but are not limited to assuring that:
Prompt payment is made to all subcontractors both DBE and non-DBE
DBE firms certifications are current
DBE firms are performing on the contract consistent with the contractor’s proposal
DBE firms contracted responsibilities are consistent with their certification
FTA-funded contracts are achieving the DBE goal established on the contract regardless of
change orders.
RGRTA’s staff are responsible to submit DBE semi-annual reports to FTA’s Civil Rights Division.
The reports outline DBE participation committed to in contracts awarded during the period as well
as actual DBE participation achieved in contracts completed during the period.
Minority and Women’s Business Enterprise (MWBE) Program
New York State Executive Law Article 15-A outlines the regulatory requirements of New York
State’s MWBE program. The program is overseen by Empire State Development’s (ESD)
Division of Minority and Women’s Business Development (“DMWBD”).
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Contracts with a dollar value threshold of $25,000 or greater for purchases on
commodities/services and $100,000 or greater for construction contracts for which no DBE goal is
applicable are subject to MWBE goals as established by New York State.
On an annual basis, the MWBE Liaison Officer prepares and submits an MWBE Goal Plan to the
DMWBD. The goal plan assesses all anticipated procurements for the coming State Fiscal Year
(April to March) for applicability of MWBE Goals. Those procurements which are exempted,
excluded, or waived are removed from the goal calculation. The goal plan establishes the dollar
threshold of procurements to which the MWBE goal shall be applied. The MWBE goal may be
reset at the conclusion of a New York State Disparity Study. The Disparity Study is conducted
every five years in order “to determine whether there is a disparity between the number of qualified
minority and women-owned businesses ready, willing, and able to perform state contracts for
commodities, services, and construction, and the number of such contractors actually engaged to
perform such contracts.”
As the procurement is being developed, the procurement officer may work with the MWBE
Liaison Officer to determine if a request for an in-year exclusion may be appropriate. A request for
an in-year exclusion (pre-waiver), may be submitted if it is determined that there are no or limited
subcontracting opportunities or no or limited availability of certified MWBE firms to perform or
provide the specific goods or services. A request for an in-year exclusion is required anytime a goal
below the State established percentage is considered.
Firms utilized by RGRTA must be certified by ESD and listed in the ESD Directory of Certified
Firms.
Once responses are received, the procurement officer must review each bid/proposal to determine
if the proposal is compliant with Article 15-A. Proposals may be compliant either through meeting
the established MWBE goal or through adequately documenting good-faith efforts. When assessing
good-faith efforts, the procurement officer is required to review the submitted documentation and
make a determination of whether adequate good-faith efforts were undertaken. Bids/proposals not
meeting the goal, nor showing adequate good-faith efforts, may be considered non-responsive.
If a proposal which does not meet the MWBE goal but does demonstrate adequate good-faith
efforts is selected for award, RGRTA must prepare and submit a Waiver Request to the DMWBD
for approval. Waiver requests must receive New York State approval before an award can be made.
Waiver requests are required anytime a goal below the State established percentage is desired.
Contract Management staff are responsible for ongoing monitoring efforts of active contracts with
MWBE goals. Under Executive Order Article 15-A, RGRTA is responsible monitoring contractor
MWBE compliance. Monitoring responsibilities include but are not limited to assuring that:
Prompt payment is made to all subcontractors both MWBE and non-MWBE
MWBE firms certifications are current
MWBE firms are performing on the contract consistent with the contractor’s proposal
MWBE firms contracted responsibilities are consistent with their certification
Contracts are achieving the MWBE goal established on the contract regardless of change
orders.
On a quarterly basis, RGRTA staff submit the MWBE Quarterly Utilization Report to ESD’s
DMWBD. The Quarterly Utilization Report provides contract expenditures and MWBE utilization
by contract type.
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Service Disabled Veteran Owned Business (SDVOB) Program
New York State Executive Law Article 17-B outlines the regulatory requirements of New York
State’s SDVOB program. The program is overseen by the New York State Office of General
Services.
Contracts with a dollar value threshold for purchases on commodities/services greater than $25,000
and for construction contracts greater than $100,000 for which no DBE goal is applicable are
subject to SDVOB goals as established by New York State.
On an annual basis, the SDVOB Liaison Officer prepares and submits a SDVOB Goal Plan to the
Division of Service-Disabled Veterans’ Business Development (DSDVBD).
In addition to identifying the Authority’s procurement strategy, outreach efforts, and strategies to
achieve its goal, the goal plan outlines the anticipated procurements for the coming State Fiscal
Year (April to March) for applicability of SDVOB Goals. Those procurements which are
exempted, excluded, or waived are removed from the goal calculation. The goal plan establishes
the dollar threshold of procurements to which the SDVOB goal shall be applied. SDVOB goals
may be applied in addition to MWBE goals on a procurement.
SDVOB firms utilized by RGRTA must be certified by the DSDVBD and listed in the SDVOB
Directory of Certified Firms.
Once responses are received, the procurement officer must review each bid/proposal to determine
if the proposal is compliant with Article 17-B. Proposals may be compliant either through meeting
the established SDVOB goal or through adequately documenting good-faith efforts. When
assessing good-faith efforts, the procurement officer is required to review the submitted
documentation and make a determination of whether adequate good-faith efforts were undertaken.
Bids/proposals not meeting the goal nor showing adequate good-faith efforts may be considered
non-responsive.
If a proposal which does not meet the SDVOB goal but does demonstrate adequate good-faith
efforts is selected for award, RGRTA must prepare and submit a Waiver Request to New York
State for approval.
Contract Management staff are responsible for ongoing monitoring efforts of active contracts with
SDVOB goals. Monitoring responsibilities include but are not limited to assuring that:
Prompt payment is made to all subcontractors both SDVOB and non-SDVOB
SDVOB firms certifications are current
SDVOB firms are performing on the contract consistent with the contractor’s proposal
SDVOB firms contracted responsibilities are consistent with their certification
Non-federally-funded contracts are achieving the SDVOB goal established on the contract
regardless of change orders.
On a quarterly basis, RGRTA staff submit the SDVOB Quarterly Utilization Report to DSDVBD.
25. PAYMENTS
Advance Payments
RGRTA shall not participate in advance payments to a contractor prior to the incurrence of costs
by the contractor unless prior written concurrence is obtained from FTA. Federally-funded
RGRTA contracts shall not contain advance payment provisions, unless prior written concurrence
is obtained from FTA.
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Progress Payments
Progress payments may be used, provided the following requirements are followed:
(1) Progress payments are made only to the contractor for costs incurred (as opposed to
percent of completion) in the performance of the contract, and
(2) When progress payments are used, RGRTA must obtain title to property (materials, work
in progress, and finished goods) for which progress payments are made. Alternative
security for progress payments by irrevocable letter of credit, performance bond or
equivalent means to protect RGRTA’s interests in the progress payments may be used in
lieu of obtaining title.
(3) Percent of Completion payments are used by RGRTA in its professional services and large
construction contracts.
Final Payment
Final payment is made to the contractor when it has satisfied all the deliverable requirements called
for by all provisions of the contract, including submission of all required documentation. Final
payment signifies that the performance obligations of both parties to the contract have been
satisfied. Before making a final payment, the Vice President of Procurement and Grants
Administration shall obtain a signed release from the contractor releasing the Authority from any
further claims by the contractor. The Vice President of Procurement and Grants Administration
shall also obtain a signed receiving and inspection report from the lead dept. head certifying that all
deliverable items have been received, inspected, and accepted as being in conformance with the
contract specifications.
26. EMERGENCY PROCUREMENTS
From time to time, emergency situations may arise which require that a procurement be made
without following normal purchasing procedures. Emergency situations should be restricted to
those times when delay in completing the procurement could result in jeopardy to persons or
property. In addition, the situation leading to the emergency should be one that could not be
normally anticipated. If an emergency situation occurs, it must be documented and this
documentation must be attached to the purchase order or placed in the procurement file. The
procurement must be approved by the Vice President of Procurement and Grants Administration or
the Chief Executive Officer.
Emergency procurements shall, to the extent that time permits, follow regular procurement
guidelines concerning the solicitation of quotes and the approval of the procurements. Emergency
procurements of goods and/or services costing $15,000 or more may be authorized by the Chief
Executive Officer or the Vice President of Procurement and Grants Administration of RGRTA. A
written memorandum justifying the emergency nature of the procurement shall be maintained in
the procurement file.
27. PROFESSIONAL SERVICES CONTRACTS
The following guidelines apply to the procurement of consulting or professional services such as
legal, audit, planning, testing, accounting, architectural, engineering or surveying services, except
to the extent that the procurement of such services are governed by State or Federal regulations.
Specific contract clauses relevant for professional contracts may be found in Appendix B, Required
Contract Clauses.
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Responsibility
The Chief Executive Officer and Vice President of Procurement and Grants Administration of
RGRTA shall have the responsibility for overseeing the awarding and monitoring of Professional
Services Contracts. Professional Services Contractors shall be utilized by RGRTA for those areas
in which the Board determines such services may not be reasonably provided by the staff of
RGRTA or its subsidiary corporations, or by the officers or employees of another state agency or
public corporation.
Requirements Regarding the Selection of Professional Services Contractors
To the maximum extent feasible, the selection of Professional Services Contractors shall be on a
competitive basis, except that the Board may waive competition by resolution if it is in the best
interest of RGRTA for the Board to do so. The determination to waive competition in a particular
case may be based upon any of the following criteria, but is in no way limited thereto:
(1) Specialized or unique skills, expertise, knowledge, qualification or experience are available
from one source only;
(2) Specialized facilities or equipment are available from only one source;
(3) A contractor has geographical proximity to RGRTA and such proximity is a material
consideration in the award of a contract;
(4) There is a lack of responsible competition, in the sole opinion of RGRTA, among
contractors capable of performing the desired services;
(5) Selecting a contractor on a competitive basis would discourage innovative methods or
technologies because, by way of example and not of limitation, a contractor has proprietary
data, trade secret information or the like; or
(6) Selection without competition is otherwise necessary to the operations of RGRTA or any
of its subsidiary corporations.
Any Professional Services Contracts involving services to be rendered over a period in excess of
one (1) year and an annual value of $5,000 or more shall require (1) the approval of the RGRTA
Board by Resolution and (2) an annual review of the Contract by the Board.
The procedures for competitive negotiation outlined in these Guidelines shall be followed in the
selection of Professional Service Contractors.
Professional Services Contracts with Former Officers or Employees of RGRTA
Professional Services Contracts shall not be awarded to former officers or employees of RGRTA
within two (2) years of their termination as an officer or employee of RGRTA. This prohibition
does not apply if:
(1) Clear evidence exists that such a contract is in the best interest of, and is fair to,
RGRTA, and complies with Section 2879 of the New York Public Authorities Law,
and
(2) The RGRTA Board adopts a resolution authorizing such a contract.
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Annual Report.
Within sixty (60) days of the end of its fiscal year, RGRTA shall prepare and the Board shall
approve a report on Professional Services Contracts, which shall include:
(i) A copy of the RGRTA Procurement Guidelines;
(ii) An explanation of these Guidelines and of any amendments relating to Section 12
hereof since the last annual report;
(iii) A list of the Professional Services Contractors performing services for RGRTA
since the last annual report; and
(iv) A list of the fees, commissions or other charges paid to such Professional Services
Contractors.
Such report may be a part of any other annual report that RGRTA is required to make. The annual
report shall be filed with the New York State Division of the Budget, with copies filed with the
New York State Department of Audit and Control, the New York State Senate Finance Committee,
and the New York State Assembly Ways and Means Committee.
Public Access
RGRTA shall make available to the public copies of its annual Report of Professional Services
Contracts upon reasonable request thereof and in compliance with RGRTA's Freedom of
Information Law procedures.
28. CONSTRUCTION CONTRACTS
Every construction contract should include a “Changes” clause giving the grantee the unilateral
right to order changes in the contract work during the course of performance, and the Contractor
the duty to proceed with the work as changed upon receipt of the change order, assuming that the
change is within the scope of the contract. The “Changes” clause must contain language deferring
the pricing of the changed work until some later time, while obligating the Contractor to proceed
with the work and resolve the issue of compensation later. Failure to reach an agreement on
compensation would be a dispute to be processed according to the procedures of the Disputes
clause of the contract.
29. BONDING REQUIREMENTS
Bid and Performance Bonds
To insure the adequate and expeditious provision of goods, equipment and/or services procured by
RGRTA, bid or performance bonds may be required where appropriate, or as stipulated by state or
Federal law. Final payment, however, will be withheld from a vendor until the department or
division head requesting the procurement certifies as to the successful and total completion of the
goods, equipment and/or services procured.
(a) Bid Guarantee
All Public Work contracts equal to or in excess of $50,000 shall require bid security equal
to five percent (5%) of the bid price. The Bid Guarantee shall consist of a firm
commitment that the bidder will, upon acceptance of his bid, execute such contractual
documents as may be required within the time period specified. Bid guarantee may be in
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the form of a bid bond, certified check or other guaranteed negotiable instrument, or letter
of credit in a form acceptable to RGRTA.
The bid security of the successful bidder will be retained until execution of the Contract.
Bid security of the unsuccessful bidders will be returned upon execution of the Contract
with the successful bidder, but in no event in excess of 60 calendar days after the bid date.
In the event of neglect or refusal on the part of the successful bidder to execute the
Contract and furnish the performance security and evidence of insurances within ten (10)
days after written notification of the award of the Contract, the entire bid security shall be
forfeited to and retained by RGRTA as liquidated damages for such neglect or refusal.
(b) Performance Bond
All Public Work contracts in excess of $25,000 shall require a performance bond or
certified check or other guaranteed negotiable instrument or letter of credit for 100 percent
(100%) of the contract price in a form acceptable to RGRTA guaranteeing the contractor's
faithful performance of all terms under such contract.
Performance security is not mandated for product contracts.
In instances where a performance bond is offered, the bond shall be in the amount of the
Contract and issued by a duly incorporated entity authorized to guarantee the faithful
performance of Contracts and to do business in the State of New York as a surety.
(c) Letter of Credit
A letter of credit used as bid or performance security must:
(i) be an irrevocable letter of credit issued by a bank or financial institution of B-
rating or better,
(ii) be signed by an authorized representative of the issuing institution,
(iii) name RGRTA as beneficiary, and
(iv) be in a form otherwise acceptable to RGRTA. The letter of credit must state
that an amount representing at least ten percent (10%) of the bid price is
available to be drawn on, unconditionally, by RGRTA under the expressed
terms and conditions. These terms and conditions, including the location at
which RGRTA can draw the funds, an effective date and an expiration date,
should be clearly stated in the letter of credit.
(d) Labor and Material Payment Bonds.
All Public Work contracts, regardless of amount, shall require labor and material payment
bonds. Payment bonds are executed in connection with contracts to assure payment, as
required by law, of all persons supplying labor and material in the execution of the work
provided for in the contract. Minimum payment bond amounts required from contractors
are as follows:
50% of contract price, for contracts of $1 million or less;
40% of the contract price if the contract price is more than $1 million, but less than
$5 million,
$2.5 million if the contract price is more than $5 million.
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(e) Maintenance Bonds.
All construction (Public Work) contracts, in excess of $25,000 shall require, at a minimum,
a one (1) year maintenance bond, which period shall commence as of the date of final
acceptance. The maintenance bond shall be in the full amount of the Contract.
(f) Waiver.
Bid and maintenance bond requirements may be waived prior to the bid date by the Chief
Executive Officer or his designee for cause. In instances where such bonds are not
required, payment shall be withheld until full and complete performance has been
accomplished under the terms of the contract.
Performance and security and labor and material payment bonds may be waived by the
Chief Executive Officer or his designee, prior to the bid date, in accordance with State
Finance Law 137(1), provided that the aggregate amount of the Contract is under $15,000
and that RGRTA retains twenty percent (20%) from each progress payment or estimate
until the entire contract work has been completed and accepted, at which time the Chief
Executive Officer or his designee may authorize, pending the payment of the final
estimate, the release of up to seventy-five percent (75%) of the retained percentage.
30. INSURANCE
Levels of risk for specific contracts shall be determined by the Vice President of Procurement and
Grants Administration, after consultation with the Chief Financial Officer of RGRTA. All
Contracts with liability protection for RGRTA shall require that RGRTA be named as a “Named
Insured” on the Contractor’s policies.
Where applicable, liability limits for Contracts shall be required in the following minimum
amounts:
(a) Low Risk Contracts
Comprehensive General Liability
1. $1,000,000 Each Occurrence
2. $1,000,000 Personal Injury
3. $2,000,000 General Aggregate
4. $2,000,000 Products/Completed Operations Aggregate
NOTE: Require "Additional Insured" status on General Liability policy only.
Auto Liability - Owned, hired or non-owned - single limit - $1,000,000
Workers’ Compensation - Statutory Limits
New York State Disability - Statutory Limits
Examples of Low Risk Contracts are those service contracts requiring minimum exposure in
connection with services rendered to RGRTA (i.e., printing services, servicing of office
equipment, etc.).
(b) Medium Risk Contracts
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Comprehensive General Liability (may be satisfied by $1,000,000 General Liability
insurance and $1,000,000 Umbrella insurance)
1. Bodily Injury - $2,000,000
2. Property Damage - $2,000,000
NOTE: Require "Additional Insured" status on General Liability policy only.
Auto Liability - Owned, hired or non-owned - single limit - $1,000,000
Workers’ Compensation - Statutory Limits
New York State Disability - Statutory Limits
Examples of Medium Risk Contracts include HVAC maintenance, lawn care, waste disposal
(excluding oil), etc.
(c) High Risk Contracts
Comprehensive General Liability (may be satisfied by $5,000,000 General Liability
insurance and $5,000,000 Umbrella insurance)
(1) Bodily Injury - $10,000,000
(2) Property Damage - $10,000,000
Auto Liability - Owned, hired or non-owned - single limit - $1,000,000
Workers’ Compensation - Statutory Limits
New York State Disability - Statutory Limits
Examples of "High Risk" Contracts include waste oil removal, elevator maintenance, etc.
"Special Conditions" Contracts
1. WASTE OIL REMOVAL - Requires Pollution Liability coverage.
2. MAJOR CONSTRUCTION & RENOVATION - Requires Builder’s Risk coverage.
3. MAJOR VEHICLE MAINTENANCE – Requires Garage Liability coverage.
4. PROFESSIONAL SERVICES – Requires Professional Services Liability (Errors and Omissions)
coverage.
5. Owners Protective Liability and Property Damage Liability coverage shall be requested, when
applicable, in the following amounts:
$1,000,000 each occurrence
$3,000,000 aggregate
31. PROMPT PAYMENT PROCEDURES
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In accordance with Section 2880 of the New York Public Authorities Law, RGRTA has developed
the following rules and regulations detailing its prompt payment policy:
RGRTA’s Prompt Payment Procedures. The Authority will make payment on a properly
submitted invoice within thirty (30) days of receipt thereof.
Requesting a Payment
The Contractor may submit an invoice for goods and/or services only after properly completing an
appropriately executed Purchase Order and providing the goods and/ services contracted for.
A proper invoice submitted by the Contractor shall be required to initiate any payment, except
where the Contract provides that the Contractor will be paid at predetermined intervals.
Schedule for Making a Payment
RGRTA will make payment on the properly submitted invoice within thirty (30) days of receipt of
a complete and proper invoice.
Interest will be paid when prompt payment is not made; interest will accrue to the Contractor at the
same rate as the rate RGRTA is receiving on its investable funds. Interest will be paid from the
mortgage tax revenues received by RGRTA on a monthly basis.
Conditions Which Justify an Extension of the Payment Date
In the opinion of RGRTA, the following conditions may reasonably justify extension of the date by
which Contract payment must be made:
a. When, in accordance with specific statutory or Contractual provisions, payment must be
preceded by an inspection period or by an audit to determine the resources applied or used
by a Contractor in fulfilling the terms of the Contract;
b. When the necessary governmental appropriation required authorizing payment has yet to
be enacted;
c. When the invoice must be examined by the federal or state government prior to payment;
or
d. When the date by which the Contract payment must be made is modified in accordance
with the following section.
RGRTA shall have fifteen (15) calendar days after receipt of an invoice at its designated
payment office to notify the Contractor of:
a. Defects in the delivered goods or services;
b. Defects in the invoice; or
c. Suspected improprieties of any kind, and the existence of such defects or improprieties
shall prevent the commencement of the time period for computing interest.
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In the event RGRTA fails to notify a Contractor of such defects within fifteen (15) calendar days of
receiving the invoice, the number of days allowed for payment of a properly corrected invoice will
be reduced by the number of days between the fifteenth (15th) day and the day that notification of
said defect was actually transmitted to the Contractor. If RGRTA, in such situations, fails to
provide reasonable grounds for its contention that a defect or impropriety exists, the date by which
the Contract payment must be made in order for RGRTA not to become liable for interest
payments shall be calculated from the date of receipt of an invoice.
Inapplicability
These procedures shall not apply to payments due and owing by RGRTA:
a. Under New York's Eminent Domain Procedure Law;
b. As interest allowed on judgments rendered by a court pursuant to any provision of law
other than those contained in this procedure;
c. To the Federal government, to any state agency or its instrumentalities, to any duly
constituted unit of local government, including but not limited to counties, cities, towns,
villages, school districts, special districts, or any of their related instrumentalities, to any
other public authority or public benefit corporation, or to any employees of the foregoing
when acting in, or incidental to, their public employment capacity; and
d. In situations where RGRTA exercises a legally authorized set-off against all or part of the
payment due the Contractor.
32. BUY AMERICA REQUIREMENTS
RGRTA is a grantee of the FTA. As a recipient of FTA funds, RGRTA is required to comply with
the Buy America requirements specified in 49 CFR Part 661, which state that, except in certain
enumerated situations, no funds may be obligated by the FTA for a grantee project unless all iron,
steel and/or manufactured items used in the project are produced in the United States. The “Buy
America” requirements apply to Construction Contracts and Acquisition of Goods or Rolling
Stock. Currently, there is no dollar threshold in the FTA regulations, thus “Buy America”
provisions apply to all contracts, both operating and capital, regardless of the dollar amount
involving Federal funds. However, FTA has established a general waiver for inclusion of this
provision in small purchase procurements (defined by Federal Regulations as less than $100,000),
so actual applicability for this clause is for contracts greater than $100,000.
The ‘Buy America” requirements state that:
(i) RGRTA shall adhere to the “Buy America” clause set forth in its grant contract with the
FTA.
(ii) RGRTA shall include in its bid specification for procurement an appropriate notice of the
“Buy America” provisions; such specifications to require, as a condition of responsiveness,
that the bidder submit with its bid a completed “Buy America” certificate.
(iii) Whether or not a bidder certifies that it will comply with the applicable requirement, such
bidder is bound by its original certification and is not permitted to change its certification
after bid opening. A bidder that certifies that it will comply with the applicable “Buy
America” requirements is not eligible for a waiver of those requirements.
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The following statement is contained in RGRTA’s grant contracts with FTA:
“Sections 165(a) and (b) of the Surface Transportation Assistance Act of 1982, as amended, require
that Federal funds shall not be appropriated or utilized for any contract awarded unless all iron,
steel and manufactured products used in FTA-funded projects are produced in the United States;
however, these general requirements may be waived by the Administrator of the FTA or his/her
designee if the Administrator finds:
(i) That the application of such general requirements would be inconsistent with the
public interest;
(ii) That the materials for which a waiver is requested are not produced in the United
States in sufficient and reasonably available quantities and of a satisfactory quality;
(iii) That the inclusion of a domestic item or domestic material will increase the cost of the
contract between the grantee and its supplier of that item or material by more than
twenty-five percent (25%). The Administrator will grant this "price differential"
waiver if the amount of the lowest responsive and responsible bid offering the item or
material that is not produced in the United States multiplied by 1.25 is less than the
amount of the lowest responsive and responsible bid offering the item or material
produced in the United States; or
(iv) With regard to the procurement of buses and other rolling stock (including train
control, communication and traction power equipment) under the Urban Mass
Transportation Act of 1964, that (1) the cost of components produced in the United
States is more than sixty percent (60%) of the cost of all components, and (2) final
assembly takes place in the United States.
A Certificate of Compliance with Section 165(a), whereby the bidder certifies compliance with the
requirements of Section 165(a) of the Surface Transportation Assistance Act of 1982, as amended,
and the applicable regulations contained in 49 C.F.R. Part 661, shall be completed for all federally-
assisted procurements of steel, iron, or manufactured products. A Certificate of Compliance with
Section 165(b)(3), whereby the bidder certifies compliance with the requirements of Section
165(b)(3) of the Surface Transportation Assistance Act of 1982, as amended, and the applicable
regulations contained in 49 C.F.R. Part 661, shall be completed for all federally-assisted
procurements of buses, other rolling stock and associated equipment.”
33. LIQUIDATED DAMAGES
Liquidated damages assessment in applicable RGRTA contracts shall be at a specific rate per day
for each day of overrun and this daily rate must be specified in the specific contract. For Federally-
funded contracts, any damages recovered must be credited to the project involved unless FTA
permits otherwise.
Liquidated Damages
In developing every IFB/RFP, the Authority should consider whether and how to monitor the
vendor’s performance during the life of the contract by setting forth the performance standards and
means of enforcement, including financial penalties, if any. Such penalties may include, for
example, reduction in fees, liquidated damages, interest or other means of cost recovery.
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Performance standards should be measurable easily and objectively. Examples include standards
based on timeliness as defined in the RFP.
Liquidated damages may be provided for if the Authority reasonably expects to suffer damages
through delayed contract completion. The rate and measurement of liquidated damages must be
calculated to reasonably reflect the Authority’s actual reasonably anticipated damages that are
foreseeable should the contract requirements not be met, and must be specified in both the
solicitation and the contract. The assessment for damages may be established at a specific rate per
day for each day beyond the contract’s delivery date or performance period. A measurement other
than a day or another period of time, however, may be established if that measurement is
appropriate. The Procurement File should include a record of the calculation and rationale for the
amount of damages established. Any liquidated damages recovered shall be credited to the project
account. If FTA funds were used in connection with the project, FTA may permit other uses of the
liquidated damages.
34. CONTRACTS OF $1,000,000 OR MORE
When entering into a contact in excess of one million dollars either (i) on a non-competitive basis or
(ii) that will be paid in whole or in part from funds appropriated by New York State, the Authority shall
a) Include a provision informing the other party that such contract is subject to the approval of the
New York State Comptroller pursuant to the Comptroller’s authority to supervise the accounts of
public corporations; and that the contract shall not become valid or enforceable unless and until
either: (a) the Comptroller approves the contract; or (b) the Comptroller has not approved or
disapproved of the contact within ninety days of the submission to his or her office.
b) Section (a) shall not apply to:
1. contracts entered into for the issuance of commercial paper or bonded indebtedness, other
than contracts with New York State providing for the payment of debt service submit to an
appropriation;
2. contracts entered into for the procurement of goods, services or both goods and services
made to meet emergencies arising from unforeseen causes or to effect repairs to critical
infrastructure that are necessary to avoid a delay in the delivery of critical services that
could compromise the public welfare;
3. contracts of purchase or sale of energy, electricity or ancillary services made on a
recognized market for goods, services, or commodities in question in accordance with
standard terms and conditions of purchase or sale at a market price;
4. contracts for the purchase, sale or delivery of power or energy, fuel, costs and services
ancillary thereto, or financial products related thereto, with a term of less than five years;
and
5. contracts for the sale or delivery of power or energy and costs and services ancillary
thereto for economic development purposes pursuant to title one of article five of the
Public Authorities Law or article six of the Economic Development Law.
c) The Authority shall file copies of any contract with the Comptroller within sixty days after the
execution of any contract in excess of one million dollars either (i) on a non-competitive basis
or (ii) that will be paid in whole or in part from funds appropriated by New York State, if the
Authority that is not subject to section (a) above based on the provisions of section (b) above.
All contract awards shall be posted in the New York State Contract Reporter. For invitation for
bids, a tabulation of vendor bids shall be posted with the successful bidder noted. Posting of an award
resulting from a Request for Proposals shall include the successful proposer and the identity of all other
vendors that submitted a proposal.
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SECTION THREE: DETAILED PROCUREMENT GUIDELINES
When a purchase is initiated by RGRTA, it will fall into one of the following three procurement categories:
1) Micro-Purchases (purchases having an aggregate cost or resulting in a contract opportunity under
$2,500 annually). An informal procurement not requiring competitive quotations.
2) Small Purchases (purchases having an aggregate cost or resulting in a contract opportunity of
between $2,500 and $24,999.99 annually), An informal procurement requiring three (3) written
quotations.
3) Large Purchases (purchases having an aggregate cost or resulting in a contract opportunity of
$25,000 or more annually). A formal procurement required.
a. Sealed Bids/Invitation for Bids
b. Competitive Negotiation/Request for Proposals
c. Procurement of Architectural and Engineering Services
d. Non-competitive Negotiation/Sole Source
All requests for the purchase of items over $2,500 require a Procurement Request Form (PRF) be
submitted to the PGA Department. The PRF shall be accompanied by a written justification for
the price estimate or three written quotes.
Aggregate cost is determined by calculating the total estimated annual dollar contracting opportunity for
the item/service.
Following are the steps that must be performed to correctly acquire goods and services on behalf of
RGRTA. All documents used in any procurement must be filed in the Procurement file. The folder should
be labeled with the name of the actual item or service procured and the Fiscal Year in which the
procurement occurred. The RGRTA Procurement Checklist shall be inside the front cover of the folder.
All applicable documents shall then be filed in the order they are listed on the Procurement Checklist. The
responsibility for assuring that the file contains the required documents rests with the lead staff person for
the particular procurement.
RGRTA reserves the right to determine the time frame concerning the solicitation and awarding of bids.
1. INFORMAL PROCUREMENT PROCEDURES
Informal procurement procedures are appropriate and applicable to those relatively simple and
informal procurements of goods and/or services costing, in the aggregate, less than $25,000 on an
annual basis. Following is a summary of RGRTA's small procurement procedures:
(a) Procurement by Micro-Purchase: Procurements of goods and/or services (including
professional services) costing less than $2,500 do not require competitive quotations.
When employing this type of procurement, the individual undertaking the purchase must
ensure equitable distribution among qualified suppliers. The purchaser must determine that
the price being paid by RGRTA is fair and reasonable. A quotation shall be obtained from
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the contracting vendor via written letter, facsimile, electronic mail, telephone, vendor
catalogs, or website. A determination that the price is fair and reasonable, and how this
determination was derived, must accompany the requisition and be present in the
procurement file.
For micro-purchases, a fair and reasonable price determination is made based on price
analysis.
RGRTA’s procurement files contain vendor lists that are compiled and maintained by the
PGA Administrative Assistant. These lists include interested vendors who request to be
placed on the lists, as well as DBE-certified vendors and former vendors supplying goods
and/or services to the RGRTA. These lists are to be used when obtaining quotations for
this type of procurement. Whenever possible, RGRTA seeks to award contracts for
goods/services with DBE-certified vendors.
To the extent possible, micro-purchase authority is delegated to RGRTA employees who
will actually be using the supplies or services being purchased.
There shall be equitable distribution of the solicitation among qualified suppliers and no
splitting of procurements to avoid competition. Purchases of this amount are exempt from
Buy America Requirements.
(b) Procurement by Small Purchase: Small purchases are those relatively simple and
informal procurement methods for securing services, supplies, or other property that cost
at least $2,500, but not more than $24,999.99 annually. NOTE: The Davis-Bacon Act
applies to federally-funded construction contracts over $2,000.
This type of purchase requires a minimum of three written or electronic mail quotations
(facsimile and website quotations are acceptable as written quotes).
In this type of procurement, the approved purchaser shall ensure that three (3) or more
quotes are solicited from responsible vendors to obtain the lowest price available. Every
effort shall be made to include at least one DBE vendor.
For all procurements of goods and/or services costing at least $2,500, but less than
$25,000, the following procedures must be followed:
(i) The department requesting the purchase or the Procurement and Grants
Administration Department shall prepare an independent cost estimate (approximate
cost) for the desired item or service.
(ii) The requesting department or the Procurement and Grants Administration Department
shall develop written specifications for use in the solicitation of quotations. The
nature and extent of items and/or services requested should be limited to only that
deemed necessary to meet the needs of the user department.
(iii) The requesting department or the Procurement and Grants Administration
Department shall obtain three price quotations from responsible vendors based upon
the specifications, and shall document quotes on official company letterhead.
(iv) The requesting department shall prepare and submit a Procurement Request form
(Attachment A) to the Procurement Officer for review and distribution through the
approval process. The independent cost estimate shall be included on this Form and
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the written quotes shall be attached to this Form. The Procurement Request Form
must include a brief narrative explaining the basis of the cost estimate.
All Purchase Requisitions associated must have a department head’s signature of
authorization.
(v) The Procurement Officer shall review the Purchase Requisition with the Director of
Finance to determine the funding source for the procurement.
(vi) To assure reasonable competition, at least three (3) quotations shall be obtained. The
Procurement Officer shall make every effort to provide an opportunity for qualified
vendors, including certified DBEs, to offer quotes for procurements. Solicitations may
be limited to one source only if the Procurement Officer determines that only one
source is reasonable available.
Each vendor requested to provide a price quotation or proposal must be supplied with
the written specifications outlining the item/service to be purchased. When obtaining
fax or telephone quotes, the specifications shall be faxed or emailed to each vendor.
Retain the fax transmission form for inclusion in the Procurement File.
A request to initiate procurement must be accompanied by a requisition. The
requisition must be approved by the appropriate department head. Requisitions are
not required to initiate procurements for major capital projects, such as the
procurement of rolling stock, professional service contracts or construction contracts.
If three (3) or more quotes cannot reasonably be obtained due to an insufficient
number of suppliers capable of meeting the specifications, including timely delivery,
the Procurement Officer shall make such facts known in a written memorandum that
shall be part of the file for the purchase.
(vii) The Procurement Officer shall examine the NYS OGS Commodity Index to
determine whether the required item may be obtained from that source on terms
advantageous to the Authority. If the item is available under a NYS OGS contract at
a price lower than the three quotes, the Procurement Officer shall purchase the item
off the NYS contract.
(viii) The names and addresses of the vendors solicited and the prices quoted shall be
retained in the Procurement File for such time period as established by RGRTA, in
accordance with its records retention policy, or for such time period as is otherwise
required by law. The Procurement Officer shall obtain written confirmation of the
successful vendor’s quote, containing the terms and conditions of sale, which
requirement may be satisfied by the successful vendor’s invoice.
(xi) The Procurement Officer shall write an Award Justification memo explaining why the
successful vendor was selected and why this vendor’s offer was the most
advantageous to RGRTA; price and other factors must be detailed. This form must be
part of the Procurement File.
(xii) The most common contractual instrument used to accomplish a small purchase is a
purchase order. Once the successful vendor is chosen, the Procurement Officer shall
enter a purchase order in RAMCO with the price and other terms and conditions
required by RGRTA.
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(xiii) Small Purchases of Professional Services: Professional Services contracts having an
aggregate value of greater than or equal to $2,500 and less than $15,000 may be
procured without competition. To do so requires the submission of an Independent
Cost Estimate (ICE) and an “Authorization Form for Professional Services Greater
than $2,500 and Under $15,000” by the Department Head requesting the services.
The Authorization Form shall identify the reason for contractor selection (e.g. unique
familiarity and qualifications for the subject matter), time constraints for work
completion, or limited competition due to size of project. The budget and funding
source must also be identified. The Authorization Form shall be signed by the
Department Head requesting the services, the responsible Procurement Officer, and
the Chief Financial Officer (CFO) or his/her designee.
The procurement file shall also include evidence that a cost or price analysis was
performed confirming the price was fair and reasonable. Contracts originating from
this process shall be signed by the Chief Executive Officer (CEO) or his/her designee.
In the event that a purchase order is used to engage the vendor, the CFO shall notify
the CEO.
(xiv) The Procurement Officer shall follow the authorization process set forth in the
process flow established within the Authority’s financial management system.
2. FORMAL BIDDING (ITEMS/SERVICES $25,000 and OVER)
Pursuant to New York's Public Authorities Law and Article 4-C of the New York Economic
Development Law, all procurements of $25,000 or more require the selection of contractors on a
formal, competitive basis, unless otherwise indicated in these Guidelines, and must be advertised in
the New York State Contract Reporter. Advertisements may also be placed in local newspapers or
trade publications as deemed appropriate by the Procurement Officer and/or Vice President of
Procurement & Grants Administration.
Pursuant to New York’s Public Authorities Law and Section 139 (i) (2) of the State Finance Law,
every State agency, department and corporation shall notify the Commissioner of Economic
Development of the award of a procurement contract for the purchase of goods or services from a
foreign business enterprise in an amount equal to or greater than one million dollars simultaneously
with notifying the successful bidder thereof.
Discriminatory Jurisdictions
Section 165 (6) (b) of the State Finance Law requires the Commissioner of Department of
Economic Development to develop a list of jurisdictions that impose sanctions or
otherwise restrict the ability of New York companies when they compete for contracts on
an equal basis within those jurisdictions.
Section 165 (6) (b) of the State Finance Law requires all State agencies, and Section 2879
(5) (d) of the Public Authorities Law requires all public authorities and public benefit
corporations, to deny businesses from these jurisdictions with discriminatory policies
against New York State contracts and placement on any bidders list if two conditions are
met:
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- the potential vendor’s “place of business” is in a jurisdiction that discriminates against
New York businesses, and
- the goods and services being offered are substantially manufactured, produced or
performed anywhere outside New York State.
Procurements in this category fall into one of two types: Invitation for Bids (IFB) or Request for
Proposals (RFP).
Contract Termination
Contracts for all formal procurements must contain termination for cause and termination for
convenience provisions, as well as breach of contract provisions and remedies for breach of
contract.
-In addition, RGRTA reserves the right to terminate an agreement in the event the certification
filed by the Contractor in accordance with New York State Finance Law Section 139-k was
intentionally false or intentionally incomplete. Upon such finding, RGRTA may exercise its
termination right by providing written notification to the Contractor in accordance with the written
notification terms of the agreement. These rights are in addition to any other termination rights
RGRTA has under the agreement.
Independent Price or Cost Estimate
Prior to receiving bids or proposals, the Authority shall prepare an independent price or cost
estimate for the goods, services or construction project being procured. The Authority shall
perform a cost or price analysis in connection with every procurement action, including contract
modifications. The method and degree of analysis shall depend on the facts and circumstances
surrounding each procurement.
1. Price Analysis. If the Authority determines that competition was adequate, a price analysis,
rather than a cost analysis, is required to determine the reasonableness of the proposed
contract price. The price analysis for micro-purchases may be limited. Similarly, the
Authority may use an abbreviated price analysis for small purchases in most cases. A
written finding of fair and reasonable pricing shall be completed setting forth the reasons
for the finding, such as:
a. catalog or market prices offered in substantial quantities to the general public;
b. regulated prices (for example, for many utilities purchases);
c. a comparison with recent prices for similar goods and services;
d. Published price lists;
e. Prices received in previous competitive procurements, adjusted for inflation;
f. Guidance in the FTA’s “Best Practices Procurement Manual, Chapter 5;
g. Information from the National Transit Institute Course, “Cost or Price Analysis and
Risk Assessment,”
h. Pricing Guide for FTA Grantees, FTA Web Site:
http://www.fta.dot.gov/documents/Helpline_Price_Guide.doc.; and
i. FAR Part 31, Contract Cost Principles and Procedures.
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2. Cost Analysis. The Authority must obtain a cost analysis when a price analysis will not
provide sufficient information to determine the reasonableness of the contract cost. The
Authority must also obtain a cost analysis when the offeror submits elements (that is, labor
hours, overhead, materials, and so forth) of the estimated cost, (such as professional
consulting and A&E contracts, and so forth). The Authority shall also obtain a cost
analysis when price competition is inadequate, when only a sole source is available, even if
the procurement is a contract modification, or in the event of a change order. The
Authority, however, need not obtain a cost analysis if it can justify price reasonableness of
the proposed contract. Procurements involving Federal funds must use the estimated cost
contained in the most recent local Transportation Improvement Program, if applicable.
Examples of factors that may be considered by the Authority when performing its cost
analysis are:
a. For facility design services, industry standards for calculating design cost as a
percentage of total construction costs;
b. For professional services, an estimate from a firm that will not be competing for the
contract;
c. The experience of other transit authorities with similar projects;
d. The advice of a professional services consultant retained by the Authority to
prepare the specifications and make a determination as to cost reasonableness;
e. The professional opinion of qualified Authority staff who are experienced and
knowledgeable with respect to the goods, services or construction project being
procured;’
f. Guidance in the FTA’s “Best Practices Procurement Manual, Chapter 5;
g. Information from the National Transit Institute Course, “Cost or Price Analysis and
Risk Assessment,”
h. Pricing Guide for FTA Grantees, FTA Web Site:
http://www.fta.dot.gov/documents/Helpline_Price_Guide.doc.; and
i. FAR Part 31, Contract Cost Principles and Procedures.
(a) Sealed Bid/Invitation for Bids Method of Procurement
This method of procurement is the preferred method for acquisitions with an annual cost
totaling twenty-five thousand dollars ($25,000) or more when one or more of the
following factors is present:
1) A complete, realistic, and exact specification or purchase description is available;
2) Two or more responsible bidders are willing and able to compete effectively for the
business;
3) The procurement lends itself to a firm, fixed-price contract, and the selection of the
successful bidder can be made principally on the basis of lowest price or best value,
when the best value determination can be made on price alone, among responsive bids
and responsible bidders;
4) No discussion with bidders is needed either before or after bid submission.
Sealed Bid Procedures:
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Sealed bids shall be publicly solicited and a firm, fixed-price contract (lump sum or unit
price) shall be awarded to the bidder whose bid is (1) lowest in price and (2) conforms with
all the material terms and conditions of the bid specifications, including a successful
responsible bidder and responsive bid determination.
All bids in this category must comply with Article 4-C of the New York Economic
Development Law and must be advertised in the New York State Contract Reporter.
The following procedures must be followed in this type of procurement:
(i) Request to Initiate Procurement:
(1) The department or RGRTA subsidiary corporation requesting the purchase
shall prepare an independent cost estimate (approximate cost) of the desired
item or service. The cost estimate ensures a clear basis for RGRTA’s
determination that the benefits of the procurement warrant its cost. The cost
estimate also provides a basis for price analysis prior to contract award to
assure reasonableness of prices received in the procurement process.
(2) The independent cost estimate may be presented in the following formats:
(a) An estimate included in the purchase requisition;
(b) The estimate included in the local Transportation Improvement Program;
(c) An independent estimate prepared by a professional services consultant
retained by RGRTA to prepare the specifications.
The cost estimate must be included in the Procurement File as part of the
procurement history.
(3) The department head requesting the procurement shall prepare a Procurement
Request Form and submit it to the Procurement Officer for review and
distribution to the appropriate Senior Staff member(s) for review and approval.
(4) All Procurement Request Forms must have one member of the Senior Staff’s
signature of authorization. The independent cost estimate shall accompany the
Procurement Request Form.
(ii) Determination of Funding Source and Grant Status:
Procurement Officer shall review the Procurement Request Form with the
appropriate Director of Budget’s to determine the funding source for the
procurement. The funding source GL account number shall be indicated on the
Procurement Request Form. In instances where a procurement activity is to be
financed in whole or part by either federal or New York State grants, the
procurement activity will not be commenced until there is written confirmation
from the Procurement and Grants Administration Department that grant
funding is available.
(iii) Bid Development and Distribution:
Investigate new technologies
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Manager of Purchasing or approved purchaser, shall review trade magazines,
attend trade shows, conferences, etc. to ensure thorough knowledge of new
technologies regarding the equipment or services to be procured.
Review former bid documents and specifications; Incorporate relevant
information
(1) Procurement Officer shall review bid documents and specifications used in
former bids for the requested item/service as a starting point for developing the
current solicitation.
(2) Procurement Officer shall incorporate relevant information from previous bids
or other transit authority bids to meet the needs of the current bid.
(3) Procurement Officer shall review and update current bid with regard to all
recently promulgated regulations.
Prepare Bid Package
(1) The Invitation for Bids (IFB) shall provide prospective offerors with all the
information necessary to develop a responsive bid. The IFB shall inform
bidders of the specific steps in the bid process, the scope of commodities,
services, hardware, or software to be provided, the method of award, and the
terms and conditions of the contract. A copy of the IFB shall be included in
the Procurement File.
(2) The Invitation for Bids (IFB) shall include a statement requiring bidders to
disclose determinations of non-responsibility due to violations of the
provisions of subdivision three of Section 139-j of the New York State Finance
Law within the previous four years by any governmental entity
(3) The Invitation for Bids (IFB) shall include a summary of the policy and
prohibitions regarding permissible contacts during a procurement pursuant to
subdivision three of Section 139-j of the New York State Finance Law, and
copies of rules and regulations and applicable guidelines and procedures
regarding permissible contacts during a procurement pursuant to subdivision
three of Section 139-j of the New York State Finance Law.
(4) RGRTA shall seek written affirmations from all offerors as to the offeror's
understanding of and agreement to comply with RGRTA’s procedures relating
to permissible contacts during a procurement pursuant to subdivision three of
Section 139-j of the New York State Finance Law.
(5) Specifications defining the items or services sought shall be outlined, in detail,
by the requesting department or applicable subsidiary corporation of RGRTA,
with the advice and assistance of the Procurement Officer assigned to their
area. . These specifications/product descriptions must be complete, adequate
and realistic.
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(6) Specifications must not only describe the product, but must also include
reliability and quality assurance requirements. Criteria for inspecting, testing,
and accepting the product shall also be included in all RGRTA specifications.
(7) RGRTA may request specifications for information regarding a product or
service from qualified vendors, but must exercise great care to ensure that the
final specification is generic.
(8) The detailed specifications shall be forwarded to the Procurement Officer for
review and inclusion in the bid package. The DBE Liaison Officer will assist
in determining DBE percentage goals for individual contracts and review
applicable DBE clauses. The DBE Liaison Officer shall also provide a list of
DBE firms eligible to provide a quote for the particular procurement.
(9) Bid specifications must clearly define the scope of work or clearly describe the
desired item. The nature and extent of items and/or services requested should
be limited to only that deemed necessary to meet the needs of the user
department; there shall be no “gold plating” in RGRTA specifications.
(10) Specifications shall encourage full and open competition, and must not
rule out one or more vendors or favor a particular vendor. Therefore, use of
brand names in specifications is allowed solely for the purpose of providing a
standard for quality of performance. When requesting a “brand name or
equal” the RGRTA shall carefully identify its minimum needs and clearly set
forth those salient physical and functional characteristics of the brand name
product in the solicitation.
(11) After the completion of draft bid specifications, and prior to public
advertisement, the Procurement Officer shall provide a copy of the
specifications to the department or division representative requesting the
procurement for review and comments. The department or division
representative shall return his/her comments to the Procurement Officer within
five (5) business days.
(12) The Bid Package shall include the following minimum elements:
Invitation for Bids, including bid opening date, time, and location,
Bidder Qualifications,
Detailed Specifications, including an estimated quantity to be purchased,
Requirements outlined in numbers 2, 3 and 4 above.
General Requirements,
Sample Agreement,
Any relevant Federal or State Required Clauses, including DBE Clauses,
A description of the Method of Award to be used in the procurement,
Appropriate Required Forms, including a Bid Form. The forms outlined
below are required to be included with all bids for products or services
purchased with federal funds.
a. A representation as to the type of business the offeror is (individual
partnership, sole proprietorship);
b. A representation as to the DBE Status of the contractor;
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c. A representation that no gratuities have been offered or given with a
view toward securing the contract;
d. A certification of independent price determination (prices have been
arrived at independently without any communications for the purpose
of restricting competition) (non-collusion);
e. A certification regarding compliance with the DBE provisions of the
contract;
f. A certification of lobbying restrictions;
g. Certification of Debarment, Suspension, Ineligibility and Voluntary
Exclusion; and
h. A certification re: compliance or non-compliance with the Buy
America provisions of the Fed. Transit Act and 49 CFR, Part 661.
(13) The Bidder’s Qualifications section of an IFB defines the minimum
acceptable qualifications for a bidder to be considered acceptable for an
award. In addition to a determination of the bidder’s responsibility when
drafting this section, RGRTA shall consider which qualifications should be
specified to ensure the bidder:
√ Is technically qualified to perform the proposed work;
√ Has, or can secure, adequate financial resources to perform the
proposed work or deliver the proposed goods;
√ Is able to comply with the delivery or performance schedule, taking
into account all existing business commitments;
√ Has a satisfactory record of past performance;
√ If selected, would not result in a conflict of interest, with regard to
other work performed by the firm, or individual staff conflicts.
Qualifications may include the length of time a firm has been in business,
the expertise and experience of staff and the bidder’s experience with
projects of similar scope and size. Appropriate business references shall also
be required.
To ensure uniformity, all IFBs must include a Bid Form on which bidders
insert bid prices in a uniform format. This form shall provide bidders the
ability to record all relevant costs in an organized manner.
The Method of Award must be: (1) determined in advance of releasing the
IFB, (2) specified in the IFB, (3) followed in awarding the contract, and (4)
documented in the Procurement File. Awards can be made by item, by lot,
by grand total bid for all items, by district or zone, if RGRTA is bidding for
multi-location delivery, or a combination of these methods.
To protect both the bidder and RGRTA, the IFB shall specify that the bids
shall be sealed.
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(14) Prior to public advertisement, the Procurement Officer shall circulate the
Invitation for Bid (IFBs) (including the bid specifications) or Request(s)
for Proposals ("RFP") to the following persons for written approval:
a. the Chief Executive Officer of RGRTA;
b. the Chief Financial Officer of RGRTA;
c. the Chief Operating Officer
d. the end-user department head;
e. RGRTA legal counsel, and
f. the DBE Liaison Officer.
(15) RGRTA shall identify possibilities where a firm or its subcontractors may
have the corporate capability to compete for follow-up work resulting from a
contractual design effort or R&D effort. In these cases, a firm may have a
bias in performing design work; therefore, consideration will be given to
restricting the firm’s eligibility for follow-up contracts in such situations.
(16) It is often necessary to communicate with potential contractors prior to
receipt of bids or proposals. These communications usually involve the need
to clarify the RGRTA’s requirements or are requests to modify
specifications. It is important that all communications be documented in
writing and, when appropriate, distributed to other bidders or proposers. Bid
and proposal documents should state that verbal communications are non-
binding.
(17) The Procurement Officer shall anticipate the possibility additional quantity
requirements when preparing bid specifications and, if necessary, will
include option provisions for additional quantities in the bid document and
the contract.
Advertise Bid
(1) Advertisements requesting bids shall be placed in at least one newspaper of
general circulation in Monroe County, the New York State Contract
Reporter, and other publications as deemed advisable to promote the
opportunity for competitive bidding. The Procurement Officer shall
advertise solicitations in such a way as to ensure free and open competition,
and shall make every reasonable effort to apprise bidders of solicitation
opportunities. Such efforts may include, but are not limited to:
a. Notifications in local news publications, trade journals and magazines, and
national publications;
b. Mailings to industry associations;
c. Notifications to known offerors on RGRTA Bid Lists;
d. Mailing lists maintained by OGS and other State Agencies; and
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e. .Use of the New York State Department of Transportation’s DBE Listing
to contact DBE firms that can supply the good or service being procured
(2) Notice of the IFB shall also be placed on RGRTA’s web site.
(3) Potential bidders shall be advised as to the date, time and place of the bid
opening in any bid advertisements.
(4) It is advisable when publishing in a local newspaper to publish the
advertisement for one (1) day. In national trade magazines, one
publication is considered to be sufficient. RGRTA advertises in the
Rochester Business Journal (fulfilling local advertisement requirements),
the New York State Contract Reporter, and, for those items with a national
market, Passenger Transport, published by APTA (fulfilling national public
advertisement requirements). The Rochester Democrat and Chronicle may be
used as an option for certain procurements.
(5) As a general rule, bidding time (time from bid release to bid opening) will
be not less than fifteen (15) calendar days when procuring standard
commercial goods and/or services and not less than thirty (30) calendar
days when procuring other than standard goods and/or services. Bidding
time may be limited to fifteen (15) days for non-standard goods and/or
services upon prior written authorization of the Chief Executive Officer of
RGRTA.
Pre-Bid Conference
(6) RGRTA shall provide all information to all prospective bidders for any
procurement which is formally bid. When deemed appropriate, the
Procurement Officer and technical support staff shall conduct a pre-bid
conference with prospective bidders regarding applicable bidding
procedures, forms, terms and conditions, goals, requirements, and other
relevant information. Attendance at such pre-bid conferences shall at all
times be at the option of prospective bidders. A written record of
questions posed and answered at pre-bid conferences shall be distributed to
all prospective bidders.
Mail Bid Package to current vendor list and update list as requested
(7) RGRTA shall maintain current lists of vendors for regular procurements. A bid
package shall be sent to all vendors on these lists on the day of release. Bid packages
may be sent electronically. Vendors shall be advised that such vendor lists are a
courtesy offered by RGRTA and that all prospective bidders are responsible for
keeping themselves apprised of upcoming bid opportunities with the Authority.
(8) Any vendors requesting a bid package shall be mailed a package and shall be added to
the bid list. DBE-certified vendors shall be noted on the vendor lists.
(iv) Accept Bids:
(1) All bids received under formal bidding procedures shall remain sealed until the bid
opening time and date specified in the Invitation for Bids and the advertisements.
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Immediately upon receipt, bids must be date stamped and the time must be written on
the package. The package must be initialed by the RGRTA employee taking receipt of
the package.
(2) Within five minutes prior to bid opening, a survey should be performed of the mail
room, receiving dock, and reception area to determine if any additional bids have
arrived. No bids shall be accepted after the due date and time. Bids received after the
due date and time shall be returned unopened to the vendor with a cover letter of
explanation, a copy of which shall be maintained in the Procurement File.
(3) Vendor bids contain confidential information which is protected under the law and
may not be released prior to opening. It is therefore essential to keep vendor bids
under secure, locked conditions.
(4) Prior to bid award, vendor bid information is excluded from Freedom of Information
Act requirements.
(v) Conduct Bid Opening:
(1) The Procurement Officer shall determine when the time set for bid opening has
arrived and will so declare to those present.
The Procurement Officer shall make the following announcement prior to opening
any bids:
“We are here to open bids for….. I will not answer any questions at this bid opening.
Vendors may submit questions in writing, and I will respond in writing. Nothing said
at this meeting shall change any information contained in the written Invitation for
Bids document.”
The bid opening shall be open to all bidders, as well as the general public.
Bids shall be publicly opened and read at the date, time and place specified in
the Invitation for Bids. Only bids registered up to the time indicated in the IFB
shall be opened. Any bid received after the date and time specified shall be
retained unopened by the Procurement Officer, unless return is requested by
the late bidder/proposer.
At least two (2) representatives of RGRTA or its subsidiary companies shall be
present during bid opening.
Specific information other than the announcement of the bid price and name of
the bidder shall not be given to prospective bidders at the bid opening. The
Procurement Officer will inform all present that any such request must be
submitted in writing and will be responded to in like form.
Upon request, RGRTA's general counsel shall provide an attorney for a bid
opening to assure compliance with the bid opening procedures and provide
advice as needed. Other RGRTA personnel may attend upon request by the
Procurement Officer.
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During the opening of each bid, an indicator shall be placed in the Received
column of the Procurement Documentation Information section of the Bid
Procurement Checklist as each required document is found to be included in
the bid submission. Remaining sections of this form are utilized in the post-
award review of each bid.
(2) All bids received on time will be opened and the bid information will be read aloud
to all present and recorded as part of the bid file. Specific information other than
announcement of the bid price and name of the bidder will not be given to
prospective bidders at bid opening. The Procurement Officer will inform all present
that any such request must be submitted in writing and will be responded to in like
form.
No determination as to the validity of any bid, the qualification of any bidders or
the compliance of any bid package with the provisions of the bid documents will
be made at the bid opening.
When specified in bid documents, factors such as discounts, transportation costs,
and life cycle costs shall be considered in determining which is the lowest bid.
Payment discounts will only be used to determine the low bid when prior
experience indicates that such discounts are usually taken advantage of.
(3) The Procurement Officer, or a designee thereof, shall compile a list of all RGRTA
personnel, bidders, and their representatives present at the bid opening. This list
shall be placed in the Procurement File.
(v) Review bids for conformity and responsiveness:
(1) Immediately after the bid opening, the Procurement Officer shall review all submitted
bids to determine which bid packages are complete and responsive to the bid
requirements as set forth in the official Invitation for Bids document.
Contractors must be considered responsible to receive an award, regardless of the
procurement method used to select the contractors. The Procurement File shall
include a written outline of the specific basis for a determination of contractor
responsibility.
Evaluating Responsiveness and Responsibility
Factors which should be considered by the Authority in evaluating
responsiveness should include the following:
(a) Has all required information been provided?
(b) Does the bid contain mistakes?
(c) Has bidder failed to commit to a firm price?
(d) Are there unacceptable qualifications or conditions tied to the bid?
(e) Has the bid been prepared in accordance with the bidding
instructions?
(f) Are unacceptable provisions included in the bid?
(g) Has the bidder altered or limited any of the contract or solicitation
provisions?
(h) Has the bidder offered non-conforming products or services?
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(i) Has the bidder failed to acknowledge amendments to the IFB issued
by the Authority?
Note that the foregoing list is not exhaustive. Minor deviations
which are immaterial and do not effect quantity, quality or delivery
may, be waived by the Authority if such waiver does not prejudice
or affect the relative standing of the bidders.
In evaluating the responsibility of an apparent low bidder or proposed
subcontractor, the Authority may consider, among other factors, whether
the subject’s record with the Authority or other public owners includes or
demonstrates:
(a) Lack of adequate expertise, prior experience with comparable projects,
or financial resources necessary to perform the work outlined in the
contract in timely, competent, and acceptable manner. Evidence of
such factors may include failure to submit satisfactory evidence of
insurance, surety bonds, or financial responsibility, or a history of
terminations for cause.
(b) Engagement in criminal conduct in connection with any other
government contracts or the conduct of business activity that involves
such crimes as extortion, racketeering, bribery, fraud, bid-rigging and
embezzlement.
(c) Grave disregard for the safety of employees, State personnel, or
members of the public. Consideration will be given to whether
employees who will be assigned to work on the project are properly
trained and whether the equipment to be used is safe and functioning
properly.
(d) Willful noncompliance with the State's Labor Laws regarding
prevailing wage and supplement payment requirements, including
consideration of any pending violations.
(d) Disregard for other State Labor Laws, including child labor, proper
and timely wage payments and unemployment insurance laws.
(f) Violations of the State Workers' Compensation Law including failure to
provide proof of proper workers' compensation or disability coverage.
(g) The failure to abide by State and federal statutes and regulations
regarding efforts to solicit and utilize disadvantaged, minority and
women-owned business enterprises as potential sub-contractors.
(h) The submission of a bid that is mathematically or materially
unbalanced.
(i) The submission of a bid which is so much lower than the Authority's
confidential engineer's estimate that it appears unlikely that the
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contractor will be able to complete the project satisfactorily at the
price bid.
(j) The presentation of false or misleading statements or any other issue
that raises serious questions about the responsibility of the bidder or
proposed subcontractor.
(k) A finding that the offeror has knowingly and willfully violated the
provisions of subdivision three of this State Finance Law Section 139-j
shall result in a determination of non-responsibility for such offeror,
and such offeror and its subsidiaries, and any related or successor entity
with substantially similar function, management, board of directors,
officers and shareholders (hereinafter, for the purposes of this
paragraph "offeror"), shall not be awarded the contract, unless RGRTA
finds that the award of the contract to the offeror is necessary to protect
public property or public health or safety, and that the offeror is the
only source capable of supplying the required article of procurement
within the necessary timeframe, provided, that RGRTA shall include in
the procurement record a statement describing the basis for such a
finding.
(l) The failure of an offeror to timely disclose accurate and complete
information or otherwise cooperate with RGRTA in administering the
requirements of State Finance Law Section 139-j shall be considered
by RGRTA in its determination of responsibility; provided, further,
that RGRTA shall not award a contract to an offeror who fails to timely
disclose accurate and complete information or otherwise cooperate
with RGRTA in administering State Finance Law Section 139-j unless
RGRTA finds that the award of the contract to the offeror is necessary
to protect public property or public health or safety, and that the offeror
is the only source capable of supplying the required article of
procurement within the necessary timeframe, provided, that RGRTA
shall include in the procurement record a statement describing the basis
for such a finding.
RGRTA must award to the lowest bidder whose bid is responsive and who is
determined to be a responsible bidder. Not only must the submitted bid be
responsive to the bid solicitation, the vendor must also exhibit that (s)he is
responsible.
(2) RGRTA shall award the contract in accordance with the Method of Award set forth in
the IFB.
RGRTA may award all items bid, or award some and not others, provided that the
Method of Award description allows for award by item or lot. The Authority may
elect not to award a contract. The Authority may award a contract to an offeror,
even if only one bid is submitted.
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The Procurement Officer shall analyze the lowest responsive quote from the
responsible bidder to determine if the price quoted is fair and reasonable. This
analysis can be performed by comparing the quoted price to other recent equivalent
purchases and/or current published catalog pricing.
The low responsive bid shall be compared to the independent cost estimate. If
only a single bid is received, staff will prepare a cost and/or price analysis to
determine if the bid is fair and reasonable.
Previous to awarding any procurement, the New York State List of Debarred
Contractors and the U. S. General Comptroller’s List of Debarred Contractors
must be reviewed to assure that the apparent successful vendor is not included on
that list.
The Procurement Officer shall complete the Bid Procurement Checklist and place
in the Procurement File.
When a bid is rejected because the prospective contractor is found to be not
responsible, the Procurement Officer shall sign, and place in the file a
Determination of Non-Responsibility form that states the basis for this
determination. Documents and reports supporting a determination of
responsibility or non-responsibility, including any pre-award survey reports, shall
also be included in the contract file.
To be considered responsible, consideration must be given to all the following
requirements:
Financial resources adequate to perform the contract, or the ability to
obtain them;
Ability to meet the required delivery or performance schedule, taking into
consideration all existing commercial and government business
commitments;
A satisfactory performance record with RGRTA or references;
A satisfactory record of integrity and business ethics (talk with references);
The necessary organization, experience, accounting, and operational
controls, and technical skills, or the ability to obtain them;
Compliance with applicable licensing and tax laws and regulations;
The necessary production, construction, and technical equipment and
facilities, or the ability to obtain them;
Compliance with Affirmative Action and Disadvantaged Business
Program requirements; and
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Other qualifications and eligibility criteria necessary to receive an award
under applicable laws and regulations.
Rejection of Low Bid
Any and all bids may be rejected if there is a sound documented business
reason.
In all cases where a low bid is being rejected, or is being recommended for
rejection, whether the procurement is being solicited through formal or
informal bidding procedures, the Procurement Officer, in concert with the
originating department or division, shall submit a memorandum to the Chief
Financial Officer, copied to all parties concerned, stating the reasons for such
rejection and summarizing the bids received. Reasons may include, without
limitation, the failure to meet DBE goals or to show a good faith effort
regarding the same, or that the proposed goods and/or services are not in
conformance with the bid specifications. A copy of the recommended
vendor’s quote and the rejected vendor’s quote shall be attached to the
memorandum.
With respect to Contracts funded by the Federal Transit Administration (the
"FTA"), FTA concurrence (approval) must be obtained in cases where the
lowest responsive and responsible bid is being rejected.
(vi) Prepare Certified Bid Tabulation:
(1) The Procurement Officer shall prepare Certified Bid Tabulation, listing all the
vendors who participated in the bid, and the prices they submitted. The bids are
ranked from lowest to the highest, based on the stated Method of Award.
(2) The selection process shall begin with the lowest bid and continues upward until a
responsive bid/responsible bidder is determined. If the award is not being made to
the lowest price or best value offer among responsive and responsible bidders,
RGRTA shall document in the Procurement File the reason(s) for rejection of each
bid. In all cases, the award must be made in accordance with the Method of Award
outlined in the IFB.
Upon request, copies of the bid tabulation may be faxed to those vendors who
submitted bids and could not attend the bid opening.
A copy of the Certified Bid Tabulation must be placed in the Procurement File.
(vii) Prepare Resolution for Board of Directors:
(1) All contracts with an aggregate value of $75,000 or over or multi-year contracts for
services with an aggregate value over $5,000 must be approved by the RGRTA
Board of Commissioners. The Procurement Officer shall prepare a resolution for
approval by the Board of Commissioners authorizing the CEO to enter into a
contract with the apparent successful vendor. The resolution must be prepared and
adopted prior to contract award.
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The resolution shall include the procurement method used, the advertising
venues used, successful vendor’s name and address, the unit price of the item
solicited, the estimated annual cost of the contract, determination of
responsiveness, the account number to which the purchases of the item shall be
charged, and an award recommendation.
A copy of the resolution shall be included in the Procurement File.
(viii) Award Bid:
(1) In cases where a substantial effort has been made to solicit bids and no bids are
tendered, the Chief Executive Officer shall be so advised by the Procurement
Officer. A decision regarding the iteration of the bid process or the negotiation of a
contract for the purchase of the goods and/or services from a Sole Source shall be
made by the Chief Executive Officer of RGRTA.
(2) Notice of Award
After all pre-award approvals have been obtained, a firm, fixed-price contract award
will be made to the lowest responsive bid from a responsible bidder. The
Procurement Officer shall send two original Contracts to the successful vendor for
signature; the letter accompanying these contracts will serve as a “Notice of Award.”
This letter shall notify the contractor that it has been determined as the lowest bidder
and shall request submission of any post-award documentation required by the
bidding documents or by legal counsel.
Contract period of performance cannot exceed five (5) years, inclusive of
options, without prior written FTA approval.
(3) Bonds and insurance certificates received from the contractor will be reviewed to
assure that the contents comply with the requirements of the bid documents. To
make this assurance, it is useful to seek the review of RGRTA’s insurance consultant
and legal counsel. Once the bonds and insurance certificates are approved, the
contract documents are sent to the successful vendor.
(4) Notice to Proceed
The Procurement Officer will issue a “Notice to Proceed” to the successful vendor
when the appropriate Certificates of Insurance and/or bonds have been received by
RGRTA from the vendor. Such Certificates of Insurance and/or bonds must be
placed in the Procurement File.
(5) Notification of Unsuccessful Bidders
The Procurement Officer shall notify unsuccessful vendors promptly in writing.
Upon request, an unsuccessful offeror shall be provided a debriefing as to why
his/her bid was unsuccessful; this debriefing shall occur as soon as possible after
selection of the successful bidder.
(6) Contract Preparation
(1) The Contract shall contain a certification by the offerer that all information
provided to the RGRTA with respect to State Finance Law Section 139-j is
complete, true and accurate, and shall contain a provision authorizing RGRTA to
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terminate the Contract in the event such certification is found to be intentionally false
or intentionally incomplete. RGRTA shall include in the procurement record a
statement describing the basis for any action taken pursuant to this termination
provision.
(7) Contract Execution
a. Upon receipt of both signed contracts from the vendor, the Procurement Officer
shall present the contracts to the CEO for signature.
b. The Procurement Officer shall place one original executed contract in the
Procurement File. An original executed contract will be sent back to the vendor.
c. The appropriate Required Forms and a solicitation package must be attached to
each contract.
d. A Purchase Order shall be issued for each contract awarded at the request of the
Procurement Officer, against which all charges for the contracted item shall be
made for the term of such contract. However, if the contract award does not
commit RGRTA or its subsidiaries to a fixed price amount but, rather is a
function of the number of units to be acquired, the amount of the Purchase Order
is to be based upon the best estimate of costs to be incurred, as determined by the
end-user in consultation with the Procurement Officer.
b.) Procurements by Reverse Auction:
For certain procurements of commodities or services obtaining pricing through a
reverse auction process may be more advantageous than through sealed bids or
proposals. When using the reverse auction method of procurement standard
bidding procedures will be adhered to, with the exception of pricing which will be
obtained through means of an on-line auction instead of sealed bids or proposals.
Design-Bid-Build/Design-Build
1. Design-Bid-Build. The design-bid-build procurement method requires separate contracts
for design services and for construction.
a. Design Services. For design services, the Authority must use qualifications-based
procurement procedures, as described above.
b. Construction. Because the Authority may not use qualifications-based procurement
procedures for the actual construction, alteration or repair of real property, the
Authority generally must use competitive procedures for the construction. These
may include sealed bidding or competitive negotiation procurement methods, as
appropriate.
2. Design-Build. The design-build procurement method consists of contracting for design and
construction simultaneously with contract award to a single contractor, consortium, joint
venture, team, or partnership that will be responsible for both the project’s design and
construction.
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a. Procurement Method Determined by Value. First, the Authority must separate the
various contract activities to be undertaken and classify them as design or
construction, and then calculate the estimated total value of each. Because both
design and construction are included in a single procurement, the Authority should
use the procurement method appropriate for the services having the greatest cost,
even though other necessary services would not typically be procured by that
method.
i. Construction Predominant. The construction costs of a design-build project
are usually predominant so that the recipient would be expected to use
competitive negotiations or sealed bids for the entire procurement rather
than the qualification-based Brooks Act procurement procedures.
Specifically, when construction costs will be predominant, the Authority
may not use qualifications-based procurement procedures to acquire
architectural engineering, program management, construction management,
feasibility studies, preliminary engineering, design, architectural and
engineering, surveying, mapping, or related A&E.
ii. Work to be performed will consist of costs for architectural and
engineering, program management, construction management, feasibility
studies, preliminary engineering, design, architectural engineering,
surveying, mapping, or related A&E services, the Authority shall use
qualifications-based procurement procedures based on the Brooks Act.
b. Selection Processes. The Authority may structure its design-build procurement
using one or more steps as described below:
i. One-Step Method. The Authority may undertake its design-build
procurement in a single step.
ii. Two-Step Method. Another procurement method the Authority may use for
large design-build projects is a two-step selection process. This method
consists of:
1. Review of Technical Qualifications and Approach. The first step is a
review of the prospective contractors’ technical qualifications and
technical approach to the project. The Authority may then narrow
the competitive range to those prospective contractors with
satisfactory qualifications that demonstrate a technically satisfactory
approach.
2. Review of Complete Proposals. The second step consists of
soliciting and reviewing complete proposals, including price,
submitted by prospective contractors first determined to be
qualified.
(c) Procurement by Competitive Negotiation/Request for Proposals (RFP)
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Competitive negotiation is generally used when conditions are not appropriate for the use of sealed
bids. As costs become less important in relation to other factors driving the procurement,
competitive negotiation becomes a more appropriate procurement tool. In competitive negotiation,
proposals are requested from a number of sources. Negotiations are normally conducted with more
than one of the sources submitting offers. Either a fixed-price or cost-reimbursable type contract is
awarded in this type of procurement.
This method of procurement is the preferred method for acquisitions of twenty-five thousand
dollars ($25,000) or more when one or more of the following factors is present:
1) The desired goods or services cannot be precisely defined, described or standardized.
2) The desired end product is conceptual in nature.
3) A Cost Reimbursement type contract is contemplated.
4) Discussions concerning the technical aspects and price negotiation are intended.
5) Offerors are to be given the opportunity to revise the price or technical aspects of their
proposal.
6) Price alone cannot be the determinative factor in award. Quality, qualifications, performance
data, or other contractual factors are to be considered in selecting the most advantageous
offering.
7) Artistic or aesthetic values supersede price as primary selection criteria.
Competitive Negotiation Procedures:
(i) Request to Initiate Procurement:
(1) The department or RGRTA subsidiary corporation requesting the purchase shall
prepare an independent cost estimate (approximate cost) of the desired item or
service. The cost estimate ensures a clear basis for RGRTA’s determination that the
benefits of the procurement warrant its cost. The cost estimate also provides a basis
for price analysis prior to contract award to assure reasonableness of prices received
in the procurement process.
The cost estimate may be presented in any of the following formats:
(a) An estimate included in the purchase requisition;
(b) The estimate included in the local Transportation Improvement Program;
(c) An independent estimate prepared by a professional services consultant
retained by RGRTA to prepare the specifications.
The cost estimate must be included in the Procurement File as part of the
procurement history.
The requesting department shall prepare a Procurement Request Form and
submit it to the Procurement Officer for review and distribution to the CFO or
Director of Finance, the Chief Operating Officer, and Legal for review and
approval. Additionally, Human Resources review may be required if required
if a labor review if necessary for the project. This form shall include a written
statement containing, at a minimum, a description of the services required, the
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reason(s) such services are required, and the required or estimated schedule or
duration of the services.
All Procurement Request Forms require one member of the Senior Staff’s
signature of authorization.
(ii) Determination of Funding Source and Grant Status:
(1) Procurement Officer shall review the Procurement Request Form with the
appropriate Budget Analyst to determine the funding source for the procurement. In
instances where a procurement activity is to be financed in whole or part by either
federal or New York State grants, the procurement activity will not be commenced
until there is written confirmation from the Procurement Department that grant
funding is available.
(iii) Request for Proposal Development and Distribution:
Investigate new technologies
(1) Procurement Officer shall review trade magazines, attend trade shows, conferences,
etc. to ensure thorough knowledge of new technologies regarding the equipment or
services to be procured.
Review former RFP documents and specifications; Incorporate relevant information
(1) Procurement Officer shall review RFP documents and specifications from previous
procurements of the desired item/service as a starting point for developing the current
solicitation.
(2) Procurement Officer shall perform research and incorporate relevant information to
meet the needs of the current bid.
(3) Procurement Officer shall review and update current RFP with regard to all recently
promulgated regulations.
Prepare RFP
Requests for Proposals shall set forth generic specifications or requirements that define the
goods or services sought, but may not, knowingly, favor a particular offeror, product, or
service offering.
(4) Specifications, or a Scope of Work, shall be outlined by the end-user department or
applicable subsidiary corporation of RGRTA, with the advice and assistance of the
department or division requesting the procurement and, when necessary, any and all
supporting departments.
Specifications are critical in communicating to the vendors the services requested.
In an effort to provide vendors with a clear understanding of their role and
responsibilities, RGRTA shall provide as much specificity as possible in
describing the scope of work, thereby reducing vendor risk and providing an
opportunity for the proposal of the best solution at the least cost.
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The nature and extent of items and/or services requested should be limited to only
that deemed necessary to meet the needs of the user department.
(5) RGRTA may request specifications for information regarding a product or service
provided by a vendor, but will exercise great care to ensure that the final product or
service specification is generic.
For procurements of technology, if a vendor has sole responsibility for preparing
and furnishing specifications for a technology proposal which is to be
competitively procured, that vendor is prohibited from subsequently bidding on the
procurement either as a prime vendor or as a subcontractor.
Similarly, a vendor may not be awarded a contract to evaluate offers for products
or services which would include evaluation of the vendor’s own products or
services. These prohibitions shall be discussed with potential vendors as early as
possible in the procurement process and prior to issuing an RFP.
(6) The above prohibitions shall not apply if:
a. The vendor is the sole source or single source of the product or service;
b. More than one vendor has been involved in preparing the specifications for a
procurement proposal;
c. The vendor has furnished specifications or information regarding a product or
service it provides at the request of the agency, but the vendor has not been
directly requested to write specifications for the product or service or for the
agency technology proposal.
(7) The detailed specifications/scope of work shall be forwarded to the Procurement
Officer for review and inclusion in the RFP. The DBE Officer will assist in
determining DBE percentage goals for individual contracts and review applicable DBE
clauses.
(8) After the completion of draft specifications, and prior to public advertisement, the
Contracts Administrator shall provide a copy of the specifications to the department or
division representative requesting the procurement for review and comments. The
department or division representative shall return his/her comments to the Procurement
Officer within five (5) business days.
(9) The RFP shall include a statement requiring bidders to disclose determinations of non-
responsibility due to violations of the provisions of subdivision three of Section 139-j
of the New York State Finance Law within the previous four years by any
governmental entity.
(10) The RFP shall include a summary of the policy and prohibitions regarding
permissible contacts during a procurement pursuant to subdivision three of Section
139-j of the New York State Finance Law, and copies of rules and regulations and
applicable guidelines and procedures regarding permissible contacts during a
procurement pursuant to subdivision three of Section 139-j of the New York State
Finance Law.
(11) RGRTA shall seek written affirmations from all offerors as to the offeror's
understanding of and agreement to comply with RGRTA’s procedures relating to
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permissible contacts during a procurement pursuant to subdivision three of Section
139-j of the New York State Finance Law.
(12) The RFP shall include the following minimum elements:
Request for Proposal, including date of any pre-proposal conference,
proposal due date, time, and location for delivery;
Detailed Specifications or Scope of Work;
Requirements outlined in numbers 9 , 10 and 11 above.
Vendor Qualifications;
General Requirements, including contract term;
Identification of all evaluation factors, and their relative importance;
Identification of Evaluation Methodology and Method of Award;
Outline of Financial/Cost Proposal Requirements;
Sample Agreement;
Any relevant Federal or State Required Contract Clauses;
Appropriate Required Forms.
Vendor Qualifications
The Vendor Qualifications section defines the minimum acceptable
qualifications a vendor must have to be considered acceptable for an award.
In addition to a determination of the vendor’s responsibility when drafting this
section, RGRTA shall consider which qualifications should be specified to
ensure the bidder:
√ Is technically qualified to perform the proposed work;
√ Has, or can secure, adequate financial resources to perform the proposed
work or deliver the proposed goods;
√ Is able to comply with the delivery or performance schedule, taking into
account all existing business commitments;
√ Has a satisfactory record of past performance;
√ If selected, would not result in a conflict of interest, with regard to other
work performed by the firm, or individual staff conflicts.
Qualifications may include the length of time a firm has been in business, the
expertise and experience of staff and the bidder’s experience with projects of
similar scope and size. Appropriate business references shall also be required. Evaluation Methodology and Method of Award
Given the unique character of proposal evaluation methods, the RGRTA
Procurement Guidelines do not set forth strict evaluation procedures or all-
inclusive processes and methods. Typically, evaluations comprise a
comparative analysis of the technical proposals, a separate comparative
analysis of the cost proposals, and a method for combining the results of the
technical and financial proposal evaluations to arrive at the selection of the
proposal judged most advantageous to the Authority.
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The objective of the evaluation process is to develop and apply evaluation
criteria to ensure that:
a. Proposals are evaluated objectively, and
b. RGRTA selects the vendor proposing the “best value” solution.
The Evaluation Instrument/Methodology and Method of Award must be:
a. determined in advance of releasing the RFP,
b. specified and described in the RFP,
c. followed in evaluating the submitted proposals and awarding the
contract, and
d. documented in the Procurement File.
The overall evaluation criteria must not be altered after opening the proposals,
with the exception of minor changes and only if the modifications are justified
and evidence presented to ensure that the changes would not materially benefit
or disadvantage an offeror.
The evaluation criteria and methodology must be documented in the
procurement file prior to receipt of proposals.
Financial Proposal Requirements
a. RGRTA shall provide instructions in all its RFPs for developing cost
proposals. The objective of this component of the vendor’s proposal is to
ensure that both RGRTA and the vendor understand the financial terms
and conditions associated with the services to be provided.
b. RGRTA shall structure the requirements to ensure that financial terms and
conditions are defined for purposes of both Cost Proposal evaluation and
terms and conditions of the contract, if awarded.
c. With respect to the latter, RGRTA shall require that fees be defined for
services over the life of the contract term. For example, to the extent that
RGRTA desires to cap fee increases over time, the bases for the cap shall
be defined in the cost requirements (e.g., annual inflation capped by the
Consumer Price Index).
d. RGRTA shall require the following information from vendors in their cost
proposals:
(1) Outline Cost Proposal Approach
a. Distinguish one-time fees (e.g., development) from on-going
fees (e.g., operations) and specify appropriate assumptions
(e.g., annual volumes).
b. Define and Describe Reimbursement Approach; examples
include:
Fixed fee for deliverables,
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Daily rates for defined categories of staff services,
Price per unit, possible sliding scale based on volume
increments,
Cost plus profit margin,
Maximum upset price.
c. Describe Pricing Strategies for Future Services (development,
goods and operations);
d. Describe Potential Fee Increases, including adjustments for
inflation, etc. over life of contract (CPIU, or cost based
justification);
e. Describe Strategies for Providing Savings to RGRTA;
f. Financial Proposal shall be inclusive of all fees.
(2) Means of Compensation
a. Define billing structure and frequency,
b. Define reimbursement mechanism (direct fee).
Standards and Penalties
RGRTA shall consider approaches to be used during the life of the
contract to monitor vendor performance. To the extent that RGRTA
plans to monitor performance against standards, RGRTA shall include
the standards in the RFP, along with any plans for enforcing the
standards (e.g., financial penalties).
Standards shall be structured to be easily quantified and objectively
measurable. For example:
(a) Standards may be set for timeliness, quality, and performance;
(b) Sanctions for not meeting these standards may include:
Reduction in fees,
Liquidated damages,
Cost recovery (e.g., interest).
Sample Agreement
RGRTA shall publish invariable and mandatory contract terms and conditions
in the RFP. These conditions assist the offerors in assessing the risk associated
with the required contract terms and the extent to which the contract terms are
compatible with the offerors’ policies.
(13) Prior to public advertisement, the Procurement Officer shall circulate the Request
for Proposals ("RFP") to the following persons for written approval:
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Chief Executive Officer of RGRTA;
Chief Financial Officer of RGRTA;
end user department head;
RGRTA legal counsel; and
DBE Liaison Officer.
(14) RGRTA will identify possibilities where a firm or its subcontractors may have the
corporate capability to compete for follow-up work resulting from a contractual
design effort or R&D effort. In these cases, a firm may have a bias in performing
design work; therefore, consideration will be given to restricting the firm’s
eligibility for follow-up contracts in such situations.
(15) It is often necessary to communicate with potential contractors prior to receipt of
proposals. These communications usually involve the need to clarify the
RGRTA’s requirements or are requests to modify specifications. It is important
that all communications be documented in writing and, when appropriate,
distributed to other proposers. Proposal documents should state that verbal
communications are non-binding.
Advertise RFP
(1) An advertisement requesting proposals shall be placed in at least one newspaper of
general circulation in Monroe County, the New York State Contract Reporter, and
other publications as deemed advisable to promote the opportunity for competitive
bidding. RGRTA shall advertise solicitations in such a way as to ensure free and
open competition, and shall make every reasonable effort to apprise bidders of
solicitation opportunities. Such efforts may include, but are not limited to:
a. Notifications in local news publications, trade journals and magazines,
and national publications;
b. Mailings to industry associations
c. Notifications to known offerors on RGRTA Bid Lists;
d. Mailing lists maintained by OGS and other State Agencies;
e. Contact with the Department of Economic Development to determine
known M/WBE bidders.
(2) Notice of the RFP shall also be placed on RGRTA’s web site.
(3) The due date and time and delivery location for proposals shall be included in any
advertisements.
(4) It is advisable when publishing in a local newspaper to publish the advertisement
for one (1) day. In national trade magazines, one publication is considered to be
sufficient. RGRTA advertises in the Rochester Business Journal (fulfilling local
advertisement requirements), the New York State Contract Reporter, and, for those
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items with a national market, the Passenger Transport, published by APTA
(fulfilling national public advertisement requirements). RGRTA is currently
researching a publication with a primarily minority readership to fulfill minority
business advertisement requirements.
(5) As a general rule, bidding time (time from RFP release to due date) will be not less
than thirty (30) calendar days.
Pre-Proposal Conference
(6) RGRTA shall provide all information to all prospective bidders for any procurement
which is formally bid. When deemed appropriate, the Procurement Officer and
technical support staff will conduct a pre-proposal conference with prospective
proposals regarding applicable proposal procedures, forms, terms and conditions,
goals, requirements, and other relevant information.
Attendance at such conferences shall be at the option of prospective bidders. A written
record of questions posed and answered at pre-proposal conferences shall be
distributed to all prospective bidders.
(7) Events may arise which require RGRTA to modify RFP requirements prior to
submission of proposals. In such cases, RGRTA shall communicate such
modifications, in writing, to all vendors participating in the process, and shall require
written acknowledgement from each vendor that the modifications have been received.
Mail RFP to current vendor list and update list as requested
(9) RGRTA shall maintain a current vendor list for regular procurements. All vendors on
this list shall be sent an RFP on the day of release. Vendors shall be advised that such
vendor lists are a courtesy offered by RGRTA and that all prospective proposers are
responsible for keeping themselves apprised of upcoming proposal opportunities with
RGRTA.
(10) Any vendors requesting an RFP shall be mailed a package and shall be added to the
bid list. DBE-certified vendors shall be noted on the vendor lists.
(iv) Accept Proposals:
(1)All proposals received under formal procedures shall remain sealed until the proposal
due date and time specified in the Request for Proposals and the advertisements.
(2 Immediately upon receipt, proposals must be date stamped and the time must be
written on the package. The package must be initialed by the RGRTA employee
taking receipt of the package.
(3Within five minutes prior to proposal opening, a survey should be performed of the mail
room and reception area to determine if any additional proposals have arrived. . No
proposals shall be accepted after the due date and time.
4. Proposals contain confidential information that is protected under the law and may
not be released prior to opening. It is therefore essential to keep proposals under
secure, locked conditions.
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5. Prior to bid award, proposals are excluded from the Freedom of Information Act.
(v) Open proposals:
The Procurement Officer shall determine when the due date and time set for proposals has
arrived.
(1) RFPs shall be opened at the time and date specified in the Request for Proposals.
Only proposals registered up to the time indicated in the RFP shall be accepted.
Deleting Requirements After Proposal Submission
RGRTA may eliminate requirements provided that the basis for the change is justified
and the discretionary authority to make such changes is set forth in the RFP. The RFP
need not be reissued, although vendors submitting proposals must be notified, in
writing, of the deletions.
Modifying or Adding Requirements After Proposal Submission
RGRTA may elect to either modify or add requirements. Under these circumstances,
the RFP must be reissued, with the changes, to all vendors known to be participating in
the RFP.
If the RFP is reissued after 45 days from the original date of RFP issuance, a notice
must be published in the publication(s) where the original RFP notice appeared;
RGRTA shall establish a new proposal submission date and modify the evaluation
criteria and instrument to reflect the requirement modifications or additions;
RGRTA shall request written acknowledgements from the vendors that the reissued
RFP has been received;
(vi) Review proposals for conformity and vendor responsibility:
(1) As each proposal is opened, the Procurement Officer shall indicate the Required Forms
that are included or not included with the proposal on the Bid Procurement Checklist.
(2) Contractors must be considered responsible to receive an award, regardless of the
procurement method used to select the contractors. The Procurement File shall include
a written outline of the specific basis for a determination of contractor responsibility.
(3) When a proposal is rejected because the prospective contractor is found to be not
responsible, the Procurement Officer shall sign, and place in the file, a Determination
of Non-Responsibility Form. Documents and reports supporting a determination of
responsibility or non-responsibility, including any pre-award survey reports, shall also
be included in the contract file.
To determine a responsible bidder, consideration must be given to all the following
requirements:
Financial resources adequate to perform the contract, or the ability to
obtain them,
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Ability to meet the required delivery or performance schedule, taking into
consideration all existing commercial and government business
commitments,
A satisfactory performance record with RGRTA or references,
A satisfactory record of integrity and business ethics,
The necessary organization, experience, accounting, and operational
controls, and technical skills, or the ability to obtain them,
Compliance with applicable licensing and tax laws and regulations,
The necessary production, construction, and technical equipment and
facilities, or the ability to obtain them,
Compliance with Affirmative Action and Disadvantaged Business
Program requirements,
Other qualifications and eligibility criteria necessary to receive an award
under applicable laws and regulations.
Willful noncompliance with State Finance Law Section 139-j. Such
noncompliance must be considered in the determination of
responsibility of the potential awardee.
(vii) Prepare Certified Bid Tabulation:
(1) A Certified Bid Tabulation shall be prepared, listing all the vendors who
submitted proposals, and the prices they quoted. Upon request, copies of the
bid tabulation may be faxed to those vendors who submitted proposals.
(2) A copy of the Certified Bid Tabulation must shall be placed in the
Procurement File.
(viii) Proposal Evaluation:
Depending on the scope and breadth of the procurement, RGRTA may
organize an evaluation team to meet the unique nature of the procurement.
The Procurement Officer shall distribute the proposals to the appropriate staff
members or evaluation team for review, with a Proposal Review Spreadsheet.
The Procurement Officer shall schedule a proposal review meeting for the
Evaluation Team, and include this date with the distribution memorandum.
11. Technical proposals shall be evaluated by measuring the extent to which the
proposal and the offeror can attain the objectives of the solicitation as set forth
in the RFP and fulfill the requirements outlined in the RFP. Criteria used in
evaluating proposals may include, but not be limited to:
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Proposal work plan and methodology.
Experience of vendor in providing similar services and/or goods.
Management capability of vendor.
Vendor’s overall past performance.
Extent to which the proposal is responsive to RFP requirements,
Qualifications and experience of vendor’s proposed staff.
Conformance with the schedule of work set forth in the RFP.
Numerically based quantitative approaches (e.g., Criterion A is four times
more important than Criterion B, which is two times more important than
Criterion C).
Price shall be considered in the evaluation unless the procurement is a
federally-funded Architectural and Engineering procurement.
Overall cost and/or distribution of cost over the scope of work may be
considered (distribution of cost across tasks).
Qualitative approaches (e.g., Criterion A is more important than Criterion
B, which is more important than Criterion C).
RGRTA may award all or parts of the proposed scope of services provided that
such agency discretion is set forth in the RFP. The agency may elect not to
award a contract. RGRTA may award a contract to an offeror if only one
proposal is submitted.
Rejection of Proposals
Any and all proposals may be rejected if there is a sound documented business
reason.
In all procurements, the Procurement Officer, in concert with the originating
department or division, shall prepare and place in the Procurement File, a
memorandum stating the rejection reasons for the unsuccessful offerors and
summarizing the proposals received. Reasons may include, without limitation,
the failure to meet DBE goals or to show a good faith effort regarding the
same, or that the proposed goods and/or services are not in conformance with
the RFP requirements. A copy of the recommended vendor’s quote and the
rejected vendors’ quotes shall be attached to the memorandum.
Negotiation
1. The Evaluation Team shall identify the proposals that are technically
compliant with the RFP.
2. The Evaluation Team shall individually review and evaluate all technically
compliant proposals, and develop scores for each proposal.
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3. The full Evaluation Team will then convene to review and discuss the
individual evaluations and to combine the individual scores to arrive at a
composite technical score for each firm.
4. Once the overall ranking of the technical proposals is determined, firms
with an unacceptably low technical score will be eliminated from further
consideration. The remaining proposals are within the “competitive
range” (those proposals that can potentially be awarded the contract).
5. After the composite technical score for each firm has been established, the
cost proposal will be opened and additional points will be added to the
technical score, based on the price bid. The maximum score for price will
be assigned to the firm offering the lowest total all-inclusive maximum
price. Appropriate fractional scores will be assigned to other proposers.
6. RGRTA may select one (1) or more firms with which to negotiate after
preliminary evaluation of the proposals or, if negotiations are not
necessary, the Evaluation Team may select the firm with the highest
composite score.
7. Invariable required contract conditions should be set forth as such in the
RFP to facilitate negotiations.
8. For strategic advantage, RGRTA shall negotiate any controversial contract
terms prior to the notice of award.
9. Best and final offers (BAFOs) shall be requested of all proposers
determined to be in the “competitive range” (technically compliant with
the RFP).
10. The Authority must evaluate the BAFOs and award either a Firm Fixed
Price-type or a Cost Reimbursement-type contract to the vendor whose
BAFO is most advantageous to the Authority.
11. Previous to awarding any procurement, the New York State and United
States Lists of Debarred Contractors shall be reviewed to assure that the
apparent successful vendor is not included on that list.
12. The award shall be made to the firm(s) whose proposal(s) will be the most
advantageous to RGRTA, with price, qualification and other factors
considered, using the evaluation criteria set forth in the RFP as the basis
for RGRTA's decision.
13. The Procurement Officer shall analyze the successful vendor’s price or
cost quote to determine if the cost/price is fair and reasonable. The
Procurement Officer may also obtain support information from the
department head requesting the procurement and evaluating the proposals.
14. The successful vendor’s quote shall be compared to the independent cost
estimate. Staff shall prepare a cost and/or price analysis to determine if the
bid is fair and reasonable.
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(ix) Prepare Resolution for Board of Commissioners:
(1) Contracts in excess of $75,000 or multi-year contracts for Services with an
aggregate value over $5,000, must be approved by the RGRTA Board of
Commissioners. The Procurement Officer shall prepare a resolution for
approval by the Board of Commissioners authorizing the CEO to enter into a
contract with the apparent successful vendor. The resolution must be prepared
and adopted prior to contract award.
(2) The resolution shall include the procurement method used, the advertising
venues used, successful vendor’s name and address, the unit price of the item
solicited, the estimated annual cost of the contract, determination of
responsiveness, the account number to which the purchases of the item shall be
charged, and an award recommendation.
(3) A copy of the adopted resolution shall be included in the Procurement File.
(x) Award Contract:
(1) In cases where a substantial effort has been made to solicit proposals and
none are submitted, the Chief Executive Officer shall be so advised by the
Procurement Officer. A decision regarding the iteration of the RFP
process or the negotiation of a contract for the purchase of the goods
and/or services from a Sole Source shall be made by the Chief Executive
Officer of RGRTA.
Notice of Award
(1) After all pre-award approvals have been obtained, a contract award will be
made to the successful vendor. The Procurement Officer shall send two
original Contracts to the successful vendor for signature; the letter
accompanying these contracts will serve as a “Notice of Award.” This letter
shall notify the contractor that it is the successful vendor and shall request
submission of any post-award documentation required by the RFP documents
or by legal counsel (insurance certificates, bonds, etc.).
Contract period of performance cannot exceed five (5) years, inclusive of
options, without prior written FTA approval.
Notice to Proceed
(1) Bonds and insurance certificates received from the contractor shall be
reviewed to assure that the contents comply with RGRTA requirements. To
make this assurance, it is useful to seek the assistance of RGRTA’s insurance
consultant and legal counsel. Such Certificates of Insurance and/or bonds
must be placed in the Procurement file.
(2) The Procurement Officer will issue a “Notice to Proceed” to the successful
vendor.
Notify Unsuccessful Vendors
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(1) The Procurement Officer shall notify unsuccessful vendors promptly in
writing. Upon request, an unsuccessful vendor shall be provided a debriefing
as to why his/her proposal was unsuccessful; this debriefing shall occur as
soon as possible after selection of the successful vendor, and must be limited
solely to the evaluation results as they apply to the requesting vendor’s
proposal.
Contract Preparation
(1) Procurement contract must contain a statement certifying that all information
provided to the covered agency with respect to State Finance Law Section
139-j is complete, true and accurate.
(2) Contract must contain a provision authorizing termination of the contract if the
certification described in number (1) above is found to be intentionally false
or intentionally incomplete.
Contract Execution
(1) Upon receipt of both signed contracts from the vendor, the Procurement
Officer shall present both contracts to the CEO for signature.
(2) The Procurement Officer shall place one original executed contract in the
procurement file. An original executed contract will be sent back to the
vendor.
(3) The appropriate Required Forms and a solicitation package must be attached to
each contract.
(c) Procurement of Architectural and Engineering (A&E) Services
RGRTA shall use a qualifications-based procurement method based on the Brooks Act
when contracting for Federally-funded A&E Services Contracts (as required in 40 U.S.C.,
Section 541). Other types of services considered to be A&E Services include program
management, construction management, feasibility studies, preliminary engineering,
design, surveying, mapping, and services which require performance by a registered or
licensed architect or engineer.
The Brooks Act requires that:
1) Offeror’s qualifications are evaluated excluding price as a factor;
2) Negotiations be conducted only with the most qualified offeror, and
3) Failing agreement on price, negotiations with the next most qualified offeror are
conducted until a contract award can be made to the most qualified offeror whose price
is determined to be fair and reasonable.
The procedures for general competitive bidding outlined in Section III, above, apply to
procurements of this type, with the following changes in the evaluation process:
RFP Preparation
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(1) RGRTA shall solicit only technical proposals from each offeror. The RFP shall not
request any price information.
Proposal Evaluation/Negotiation
(1) The methodology for evaluating proposals shall be qualifications based. The
evaluation factors and the weighting of each factor must be included in the RFP
package.
(2) Submitted proposals are ranked based solely on the evaluation factors outlined in the
RFP.
(3) Price negotiations commence with the most qualified firm resulting from the
evaluation factor review. If price negotiations are not successful, negotiations will end,
and can then commence with the second most qualified firm. This process continues
until a successful negotiation is achieved. Once negotiations end with a potential
contractor, they cannot be re-established at a later time.
According to Federal Requirements, this “qualifications based procurement method” can
be used only for the procurement of A&E Services. This method of procurement cannot be
used to obtain other types of services, even if a firm that provides A&E Services is also a
potential source to perform other types of services.
These requirements apply except to the extent that any state adopts, or has adopted by
statute, a formal procedure for the procurement of architectural and engineering services.
In this procurement type, knowledge of local conditions and building codes is a relevant
factor in the quality of the A&E services, so the prohibition against geographic preferences
does not apply. A&E Proposals may be evaluated in terms of their knowledge of the
locality of the project, provided that application of this criterion leaves an appropriate
number of qualified firms, given the nature and size of the project.
(d) Procurement by Non-Competitive Negotiation (Sole Source).
Non-competitive negotiation involves procurement through solicitation of a proposal from
a Sole Source, or, after solicitation of a number of sources, competition is determined to be
inadequate. A contract amendment or change order that is not within the scope of the
original contract is considered a Sole Source procurement that must comply with this
section.
Procurement by noncompetitive negotiation may be used only when procurement is
infeasible under micro-purchase, small purchase, competitive bidding (formal advertising),
or competitive negotiation procedures, and at least one of the following circumstances
applies:
(1) The item is available only from a Single Source;
(2) A public exigency or emergency exists whereby the urgency for the requirement will
not permit a delay resulting from competitive solicitation.
(3) The FTA authorizes non-competitive negotiation (for Federally-funded contracts
only);
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(4) After solicitation of a number of sources, competition is determined to be
inadequate; or
(5) For Federally-funded procurements, the item is an associated capital maintenance
item as defined in 49 U.S.C. Section 5307 (a)(1) that is procured directly form the
original manufacturer or supplier of the item to be replaced. RGRTA shall certify, in
writing, to FTA that: (1) such manufacturer or supplier is the only source for such
item; and (2) the price of such item is no higher than the price paid for such item by
like customers.
When a noncompetitive procurement is necessary in circumstances other than those
outlined above, written FTA approval is required only if Federal funds are involved
in the procurement.
A single source is not acceptable for purposes of sole source award until RGRTA
staff investigates and documents one (1) or more of the following circumstances:
The proposed source is the original manufacturer and the terms and conditions
of a viable warranty would be violated by the installation of unauthorized parts
or components in existing equipment, machinery, vehicles, or systems, or
“servicing” by uncertified or unauthorized personnel, and there are no other
sources form which authorized parts or servicing from certified or authorized
personnel may be obtained.
The proposed source possesses exclusive, limited rights in data, patent rights,
copyrights, secret processes, or control of the basic raw material.
The proposed source is the provider under an existing “term contract” and the
procurement constitutes a subaward thereunder.
The goods or services or services are not available through an existing contract
awarded through a competitive procurement method,
A price or cost analysis establishes that the proposed price is fair and
reasonable.
A single bid is not acceptable for purposes of sole source award until RGRTA staff:
Canvas all prospective bidders from whom bids were solicited to learn the
causes for the lack of bid submissions,
Evaluate and document the responses received in number 1, above,
Reconsider the bid requirements and specifications,
Document findings supporting the need for the original requirements and the
sufficiency of the specifications, and that the single bidder is responsive and
responsible or that the proposer is qualified and the proposal is acceptable, and
Conduct a price or cost analysis to establish that the bid price is fair and
reasonable.
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Advertising Sole Source Procurements
For Proposed Single Source awards in the actual or estimated amount of fifteen
thousand dollars ($15,000) or more, for which competitive bids or proposals have
not been solicited in the preceding twelve (12) months, a Notice of Procurement
Opportunity must be published in the New York State Contract Reporter.
The notice shall set forth the Authority’s intent to award the contract without
competitive bidding or proposals on the basis that the goods or services are available
from one (1) responsible source. Further, the notice shall invite any person or firm to
submit data and information proving that the required item/service can be obtained
from other than the proposed single source.
(e) Rolling Stock Procurements: Pre-award and Post-Delivery Audits
Rolling stock procurements shall be conducted in accordance with the requirements of
Section 12(j) of the Federal Mass Transit Act of 1964, as amended, and the FTA
regulations contained in 49 CFR Part 663 ("Pre-Award and Post-Delivery Audits of
Rolling Stock Purchases"). Specifically, RGRTA shall complete a pre-award audit prior to
entering into a formal contract for the purchase of rolling stock.
The pre-award audit shall include:
(i) A Buy America Certification;
(ii) A Purchaser’s Requirements Certification; and
(iii) Where appropriate, a manufacturer's Federal Motor Vehicle Safety Standards
("FMVSS") Certification.
The pre-award Buy America Certification certifies that:
(1) FTA granted a written waiver from the Buy America requirements for the rolling stock
to be purchased, or
(8) RGRTA is satisfied that the rolling stock to be purchased meets the following
requirements of the Surface Transportation Assistance Act of 1982, as amended:
The procured rolling stock will contain a minimum of 60% domestic products;
Final assembly of the procured rolling stock will occur in the United States.
Each vendor must complete Form A-6 Pre-Award Audit (included in the bid package)
certifying compliance with the Buy America Requirements and the Federal Motor Safety
Standards as prescribed in 49 CFR 663.1 and 663.43. In addition, each vendor must supply
documentation verifying that their vehicles meet the criteria listed in #2 above.
The pre-award Purchaser's Requirements Certification certifies that:
(1) the rolling stock presented for purchase is the same product described in the
solicitation specifications, and
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(2) the proposed manufacturer is a responsible manufacturer with the capability to
produce a vehicle that meets RGRTA's specifications as set forth in its solicitation.
If a vehicle is procured that is subject to the FMVSS issued by the National Highway
Traffic Safety Administration (the "NHTSA"), RGRTA shall maintain all applicable
certifications received (in both the pre-award and post-delivery stages) in the
procurement file, including a copy of the manufacturer's self-certification that the
vehicle complies with the relevant FMVSS. In the event the procured vehicle is not
subject to the FMVSS issued by the NHTSA, RGRTA shall compile a memorandum
certifying receipt of a statement to that effect from the manufacturer.
RGRTA shall complete a post-delivery audit prior to accepting title to the rolling stock.
The post-delivery audit shall include:
(i) A post-delivery Buy America Certification;
(ii) A post-delivery Purchaser's Requirements Certification; and
(iii) When appropriate, a manufacturer's FMVSS Self-Certification Information Form.
The Buy America and FMVSS post-delivery certification processes are similar to those
completed during the pre-award audit, with the exception that the post-audit review reflects
information based on the buses actually delivered, as opposed to the buses proposed for
purchase. The post-delivery purchaser’s requirements certification process is different
from the pre-award purchaser’s requirements certification process. For the post-delivery
purchaser’s requirements certification, RGRTA must certify that:
(i) For procurements involving ten (10) or more vehicles (discussed in subsection (iii)
below): RGRTA sent an inspector to the manufacturer’s final assembly facility to
visually inspect and road test the vehicles. This inspector must provide a report
that includes, at a minimum, the following information:
Accurate records of all bus construction activities
A description of how the construction and operation of the buses fulfills the
contract specifications.
(ii) the report required under subsection (i) above was reviewed, the delivered vehicles
were visually inspected and road tested, and the vehicles meet the contract
specifications; and
(iii) for procurements of ten (10) or fewer vehicles, or any number of primary
manufacturer standard production and unmodified vans: the vehicles were visually
inspected and road tested, and they meet the contract specifications.
RGRTA staff shall review FTA publication No. DOT-T-94-06 Conducting Pre-
Award and Post-Delivery Audits for Bus Procurements for further guidance.
Revenue Contracts
1. A revenue contract is a contract in which the Authority or the Authority’s vendor provides
access to public transportation assets for the primary purpose of either producing revenues
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in connection with an activity related to public transportation, or creating business
opportunities with the use of FTA assisted property. If the Authority is entering into a
revenue contract:
a. Limited Contract Opportunities. If there are several potential competitors for a
limited opportunity (such as advertising space on the side of a bus), then the
Authority shall use a competitive process to permit interested parties an equal
chance to obtain that limited opportunity.
b. Open Contract Opportunities. If, however, one party seeks access to a public
transportation asset (such as a utility that might seek cable access in a subway
system), and the Authority is willing and able to provide contracts or licenses to
other parties similarly situated (since there is room for a substantial number of such
cables without interfering with transit operations), then competition will not be
necessary because the opportunity to obtain contracts or licenses is open to all
similar parties.
Joint Development. The Authority will work on a case-by-case basis with the FTA to determine
appropriate procedures in the case of revenue contract opportunities in connection with FTA
supported joint development in order to satisfy statutory and regulatory requirements for
competition while preserving the benefits of joint development to the maximum possible extent.
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SECTION FOUR: PROTEST PROCEDURES
POLICY
A. The RGRTA shall adhere to the following Protest Policy and Procedure to handle and resolve disputes
from Interested Parties relating to its procurements.
B. To ensure all Interested Parties are informed of this policy, each Solicitation Document for purchases
exceeding the threshold for Formal Procurements set in Section Three, paragraph 2 of the “Rochester
Genesee Regional Transportation Authority and Subsidiaries Procurement Guidelines” shall contain the
following notice:
RGRTA’s policy and procedure for the administrative resolution of protests is set forth in Section Four
of the “Rochester Genesee Regional Transportation Authority and Subsidiaries Procurement
Guidelines”, which is available on the Authority’s website: www.myrts.com/Do-Business-With-
Us/Procurement. The Federal Transit Administration (FTA) Third Party Contracting Circular
addresses protests where federal funds are involved. The current version of the FTA Circular is
available at www.transit.dot.gov/regulations-and-guidance. FTA will only review protests regarding
matters that are primarily of Federal concern.
DEFINITIONS
“Solicitation Document” is defined as a Request for Proposals (RFP) or Invitation for Bids (IFB) and any
Addendums issued thereto.
“Contracting Officer” is defined as RGRTA’s Point of Contact identified in the Solicitation Document.
“Interested Party” is defined as an actual or prospective offeror, who has obtained a copy of the Solicitation
Document from the RGRTA Procurement Department and whose direct economic interest would be
affected by the award of a contract or by failure to award a contract.
SUBMITTAL PROCEDURES
A. An Interested Party wishing to file a protest shall send a written submission to RGRTA’s Chief
Financial Officer (CFO) by email at [email protected]. A PDF copy of the protest and supporting
documents shall be included in the email.
B. The protest shall include, at a minimum:
1. The name and address of the protesting party and its relationship to the procurement sufficient to
establish that the protest is being filed by an interested party;
2. Identity of the contact person for the protesting party, including name, title, address, telephone,
and email address. RGRTA will send all documents and notices concerning the protest, including
the decision on the protest to the email address provided by the protesting party. The protesting
party shall be deemed to have received such documents and notices when RGRTA sends them to
the email address provided;
3. Identification of the procurement title and procurement number in the Solicitation Document;
4. A description of the nature of the protest, referencing the portion(s) of the solicitation involved.
Protesting party shall include all supporting facts, documents and data with the protest;
5. Identification of the provision(s) of any law, regulation, or other governance upon which the
protest is based, including specific citations and description of how the law, regulation or
governance was violated;
6. A statement of the specific relief requested; and
7. A notarized affirmation by the protestor (if an individual) or by an owner or officer of the
protestor (if not an individual) as to the truth and accuracy of the statements made in the protest
submittal.
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PROTEST OF THE SOLICITATION PROCESS
A. A Protest of the Solicitation Process is a protest related to the technical scope or specification, terms,
conditions, or form of a solicitation or process relating thereto.
B. This type of protest shall be filed no later than ten (10) calendar days prior to the submission deadline
set in the Solicitation Document or ten (10) calendar days after the Interested Party receives the
Solicitation Document from the Contracting Officer, whichever occurs first. If an Interested Party
obtains the Solicitation Document from the Contracting Officer within ten (10) days of the submission
deadline in the Solicitation Document, the Interested Party shall submit a Protest of the Solicitation
Process within forty-eight (48) hours of receipt of the Solicitation Document from the Contracting
Officer or forty-eight (48) hours prior to the Submission Deadline identified in the Solicitation
Document, whichever occurs first. If an Interested Party obtains the Solicitation Document from the
Contracting Officer less than forty-eight (48) hours prior to the submission deadline identified in the
Solicitation Document, the Interested Party shall be deemed to have waived their right to file a Protest
of the Solicitation Process.
C. For protests of the Solicitation Process, the CFO may choose to extend the solicitation process if such
extension is necessary to afford an adequate opportunity to render a full and accurate determination on
the protest.
D. A written decision on protests of this type shall be provided to all interested parties prior to the
submission deadline set in the Solicitation document.
E. Should the protest be upheld in whole or in substantial part, the Contracting Officer may either (1)
amend the solicitation to correct the document or process accordingly; or (2) cancel the solicitation in
its entirety.
PROTESTS OF THE EVALUATION PROCESS
A. All Interested Parties will be notified by email of any rejection of their response to a Solicitation
Document and any recommendation of award (“The Notification”). Such recommendation of award
shall be made by Agency staff to RGRTA’s Chief Executive Officer (CEO) and the Board of
Commissioners (if applicable) for ultimate approval of the Award. Any proposer may protest the
rejection or recommended award on one or more of the following grounds:
1. The recommended awardee does not meet the requirements of the solicitation;
2. The bid or proposal recommended for acceptance does not meet the criteria of the solicitation or
award;
3. The Interested Party objects to RGRTA declaring their response to the Solicitation Document non-
responsive or RGRTA declaring them non-responsible;
4. The evaluation process conducted by RGRTA is improper, illegal, or the decision to recommend
award is arbitrary and capricious.
PROCESSING OF PROTESTS
A. The Contracting Officer shall notify all Interested Parties of the receipt of a protest, the type of protest,
and nature of the protest within a reasonable time of the filing.
B. The Vice President of Procurement shall conduct the administrative processing of protests filed with
RGRTA and provide all information submitted by the protesting party to the CFO. If the solicitation
document contemplates using federal funds to pay for the resulting goods or services, in whole or in
part, the Vice President of Procurement shall notify the regional office of the Federal Transit
Administration (FTA) of the filing of a protest and keep them informed of its status.
EVALUATION OF PROTESTS
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A. The CFO may decide a protest solely upon the written submission provided by the protesting party.
Additional or supplemental materials may only be submitted at the request of, or with the permission
of, the CFO. Failure to submit information requested by the CFO in the time allotted by the CFO shall
result in a denial of the protest. The CFO may offer the protesting party the opportunity to discuss the
matter in person or telephonically.
B. The CFO shall render a decision of all protests within ten (10) business days after receipt of a protest
and shall render one of the following determinations:
1. Protest is overruled;
2. Protest is substantiated. In such cases, the Chief Financial Officer shall issue instructions to remedy
issues relating to the protest; or
3. Procurement activity is suspended until further written notification by the CFO.
C. The decision shall be in writing, shall provide, at a minimum, a general response to each material issue
raised in the protest and shall be signed by the CFO. The decision shall be sent to the Protesting Party
at the email address provided with the protest.
D. A notice of the decision shall be provided to all Interested Parties.
E. The CFO’s decision is the Authority’s final determination of the dispute.
F. The protesting party may file an appeal of the CFO’s decision pursuant to Federal Law or FTA rules. In
accordance with Federal law, review of protests by the FTA may be requested only after exhaustion of
all administrative remedies with RGRTA and are limited to the following:
1. Violations of Federal law or regulation; and/or
2. Violations of RGRTA’s protest procedures for failure to review a complaint or protest in
accordance therewith.
G. Protesting Party shall provide a copy of the protest to RGRTA simultaneously with its submission to
FTA.
RECORD OF PROTEST
A. The Contracting Officer shall retain all documents pertaining to the protest in the file for the
procurement. The procurement protest file shall include reasonable and adequate documentation of the
protest and outcome of the protest.
B. The protest file shall include the following:
1. The protest, including supporting documentation; and
2. Record of determination of protest timeliness.
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APPENDIX A: FTA CIRCULAR 4220.1F THIRD PARTY CONTRACTING GUIDELINES
U.S. Department
of Transportation CIRCULAR
Federal Transit
Administration
FTA C 4220.1F November 1, 2008
Subject: THIRD PARTY CONTRACTING REQUIREMENTS
1. PURPOSE. This circular provides contracting guidance for requirements of Federal assistance
awarded by the Federal Transit Administration (FTA) when using that Federal assistance to finance
its procurements (third party contracts). This revision incorporates the new procurement provisions
of the Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users
(SAFETEA_LU), and includes the most current available guidance for the Federal public
transportation programs as of the date of publication.
2. CANCELLATION. This circular cancels FTA Circular 4220.1E "Third Party Contracting
Requirements," dated 06-19-03.
3. AUTHORITY. Federal Transit Laws, Title 49, United States Code. Chapter 53.
4. WAIVER. FTA reserves the right to waive any provision of this circular to the extent permitted
by Federal law or regulation.
5. FEDERAL REGISTER NOTICE. In conjunction with publication of this circular, a Federal
Register notice was published on September 30, 2008 (73FR 56896), addressing comments
received during the development of the circular.
6. AMENDMENTS TO THE CIRCULAR. FTA reserved the right to update this circular due to
changes ei other revised or new guidance and regulations that undergo notice and comment,
without further notice and comment on this circular. FTA will post updates on our Web site:
http://www.fta.dot/gov/. The Web site allows the public to register for notification when FTA
issues Federal Register notices or new guidance; visit the Web site and click on “Sign-up for e-
mail updates.”
7. ACCESSIBLE FORMATS. This document is available in accessible formats upon request. To
obtain paper copies of this circular as well as information regarding these accessible formate,
telephone FTA’s Administrative Services Help Desk, 202-366-4865. Individuals with hearing
impairments may contact the Federal Relay Service, 1-800-866-8339 for assistance with the call.
____________________________
James S. Simpson
The balance of this circular is incorporated by reference.
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APPENDIX B: REQUIRED CONTRACT CLAUSES AND PROVISIONS
RGRTA CONTRACT CLAUSES
Each RGRTA contract shall include provisions to define a sound and complete agreement. In addition,
contracts and subcontracts shall contain contractual provisions or conditions that allow for:
1) Administrative, contractual, or legal remedies in instances where contractors violate or breach
contract terms, including sanctions and penalties as may be appropriate.
2) Termination for cause and for convenience by RGRTA, including the manner by which termination
will be effected and the basis for settlement.
Where applicable, contracts or award documents must include all terms and conditions, the negotiated
contract price and payment terms, the final statement of work or specification, the delivery schedules and
the required clauses. This document shall be, as nearly as possible, a stand-alone document in which all the
applicable attachments and exhibits are part of the award.
4. GUARANTEE
Unless otherwise specified, the Contractor shall unconditionally guarantee the materials
and workmanship of all goods furnished by him for a period of two years from date of
acceptance of the items delivered and installed, unless otherwise specified herein. If,
within the guarantee period, any defects or signs of deterioration are noted, which, in the
opinion of the Owner are due to faulty design and installation, workmanship, or materials,
the Contractor, at his expense, shall repair or adjust the equipment or parts to correct the
condition, or he shall replace the part or entire unit to the complete satisfaction of the
Owner. These repairs, replacements or adjustments shall be made only at such time as will
be designated by the Owner as least detrimental to the operation of the Authority’s
business.
5. RELATIONSHIP OF PARTIES The Contractor hereby acknowledges and agrees that, for purposes of this Agreement, the
Contractor is, and shall in all respects, be considered an independent contractor. Nothing in this
Agreement shall be construed to constitute the Contractor, or any of its employees, officer,
directors, agents or representatives, as an employee or agent of the Owner, nor shall the Contractor
have any authority to bind the Owner in any respect, it being intended that the Contractor shall
remain an independent contractor responsible for its own actions. The Contractor is not entitled to
any of the benefits provided by the Owner to its employees, including, but not limited to, workers’
compensation coverage, unemployment insurance, group health or life insurance and pension
benefits. The Contractor hereby acknowledges and agrees that it will be responsible for its own
federal, state and local withholding and income taxes.
The Contractor shall have the direct and sole responsibility for the following: payment of wages
and other compensation, reimbursement of the Contractor’s employees’ expenses, compliance with
Social Security, unemployment and other insurance or other statutory withholding requirements,
and all obligations imposed on the employer of personnel. The Owner shall have no responsibility
for any of the incidences of employment.
Contractor and its employees agree not to hold themselves out as employees or agents or
employees of RGRTA by reason of their participation under this Agreement.
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Contractor shall not engage, either on a full-time or part-time basis during the term of this
Agreement, any professional or technical personnel who are, or have been at any time during the
term of this Agreement, in the employ of RGRTA, except regularly retired employees, without the
consent of RGRTA.
6. EXECUTORY NATURE OF CONTRACT This Agreement shall be deemed executory only to the extent of the funding available and Owner
shall not incur any liability beyond the funds annually budgeted therefore. The Owner may make
reductions in this Agreement for losses/reductions in its sources of revenue. If this occurs, the
Contractor’s obligations regarding the services or product provided under this Agreement may be
reduced correspondingly.
7. CONTRACT CHANGES
a. General. Any proposed change to this Agreement shall be submitted to the Owner for prior
approval.
b. Change in Scope of Services; Additional Work. Either Owner or Contractor may request
changes in the Scope of Work set forth in this Agreement or additional work not specified
therein to be performed by Contractor hereunder (“Extra Work”). If Owner and Contractor
mutually agree that such Extra Work will be performed and that an increase in compensation is
justified, Owner shall provide additional compensation to Contractor, on a fair and equitable
basis, subject to the provisions of this Section 7(b). Any such change in the Scope of Services
or any such Extra Work, as well as any increase or decrease in the amount of compensation to
be received by Contractor therefore shall be authorized only by the execution of a written
amendment to this Agreement by Contractor and Owner. Commencement of Extra Work shall
occur only after such approvals have been obtained from Owner.
8. INTEREST OF MEMBERS OF OR DELEGATES TO CONGRESS No member of or delegate to the Congress of the United States shall be admitted to any share or
part of this Agreement or to any benefit arising therefrom.
9. PROHIBITED INTEREST No member, officer or employee of the Owner, during his tenure or for a period of one (1) year
thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds hereof.
10. DISADVANTAGED BUSINESS ENTERPRISE In connection with the performance of this Agreement, Contractor will cooperate with the Owner
to use its best efforts to ensure that Disadvantaged Business Enterprises shall have the maximum
practicable opportunity to compete for subcontract work under this Agreement.
11. TERM AND TERMINATION
a. The initial term of this Agreement shall commence on the date first above written and shall
continue for a period of XXX years thereafter, with the Owner having the option to extend the term
for an additional XXX (X) one (1) year periods on the same terms and conditions.(Total Combined
Period not to exceed 5 years) Pricing will be fixed for the initial XX year period and may increase
only at the time of the annual contract extension. Any price increase shall not exceed the Consumer
Price Index Selection Based on Most Appropriate Index, (WPUXXXXX) as published by the US
Department of Labor, for the proceeding twelve (12) month period.
b. The Owner’s Board of Commissioners shall annually review this Agreement, the
circumstances relating hereto, and the Contractor’s performance hereunder. Owner may
terminate this Agreement for its convenience at any time, and from time to time, in whole or
in part for any cause or for no cause.
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c. If Contractor fails to deliver any part of all of the Commodity to be provided hereunder, or
otherwise defaults hereunder, Owner may, by written notice to Contractor, terminate this
agreement in whole or in part, and pursue any and all remedies that it may have under
applicable law.
d. No failure on the part of Owner to exercise any rights under this Agreement, and no course
of dealing with respect to any right hereunder, shall operate as a waiver of such right, nor
shall any single or partial exercise of any right preclude the exercise of any other right. The
remedies herein provided are cumulative and are not exclusive of any other remedies
provided by law.
e. In case of termination: i. Contractor shall continue performance of any non-terminated portion of the
Agreement, and the Owner may obtain elsewhere the portions of the goods or
work, or both, affected by termination, or goods or work or both similar thereto,
and charge the Contractor with any cost or expense incurred in connection
therewith; and
ii. Owner’s rights and remedies under this Section 11 are in addition to, and
not in lieu of, any other rights and remedies available under this Agreement
or provided by law.
12. DEFAULT The following shall be events of default under this Agreement:
a. Failure by Contractor to perform in a timely and satisfactory manner any or all of its
obligations under this Agreement;
b. Any representation or warranty made by Contractor in its bid response or this Agreement
proves to have been false or misleading in any respect;
c. Failure by Contractor to observe and perform any covenant, condition or agreement on its
part to be observed or performed under this Agreement, unless the Owner shall agree in
writing to an extension of such time to perform prior to its expiration; or
d. In the event of such failure or default as set forth in clause (a) (b) or (c) above, the Owner shall
provide written notice to Contractor of such default, together with a direction to cure the
same. The Contractor covenants and agrees to make the necessary cure within seventy-two
(72) hours of the receipt of such written notice from the Owner. Such notice will be
delivered in accordance with Section 16 (g) hereof.
13. CONTRACTOR RESPONSIBILITY/INDEMNIFICATION
a. Contractor assumes all risk in performing work and providing the Commodity under this
Agreement and shall be solely responsible and answerable in damages for all accidents or
injuries to person or property.
b. Contractor agrees to protect, defend, indemnify and hold free and harmless all federal, state,
and county agencies concerned and Owner, its directors, officers, and employees, agents, and
representatives, regardless of the capacity in which the person is sued, from and against any
and all claims, lawsuits, losses, penalties, damages, expenses, settlements, costs, charges and
liabilities of every kind and nature, including, without limitation, court costs and reasonable
professional fees and expenses arising out of or relating to any and all claims, liens,
demands, obligations, actions, proceedings, or causes of action of every kind and character,
including injury to person or property of whatsoever kind and nature, in connection with or
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arising directly or indirectly out of this Agreement and/or the performance hereof, or out of
the carelessness, negligence, or wrongful or fraudulent conduct of the Contractor or any
servant, agent, or employee of Contractor. Without limiting the generality of the foregoing,
any and all such claims, etc., relating to personal injury, death, damage to property, defects in
materials or workmanship, actual or alleged infringement of any patent, trademark, copyright
(or application for any thereof) or any other tangible or intangible personal or property right,
or any factual or alleged violation of any applicable statute, ordinance, administrative order,
rule or regulation, or decree of any court, shall be included in the indemnity hereunder.
Contractor further agrees to investigate, handle, respond to, provide defense for and defend
any such claims at his/her own expense and agrees to bear all other costs and expenses
related thereto, even if the same are groundless, false, or fraudulent.
14. TAXES AND EXPENSES
Contractor shall pay all taxes and expenses incurred in connection with the Commodity performed
under this Agreement except as otherwise provided herein.
15. INSURANCE REQUIREMENTS
a. Prior to commencing work, Contractor shall provide, at its own cost and expense, the following
insurance with insurance companies licensed in the State of New York and reasonably
acceptable to the Owner, to be evidenced by certificates. Each certificate shall require that, at
least thirty (30) days prior to the cancellation of or a material change in such policy, written
notice thereof shall be given to the Owner for all of the following stated insurance policies. All
such notices shall name the Contractor, identify this Agreement, and list the Owner as an
“Additional Insured”. Said insurance must cover all operations under this Agreement
whether performed by Contractor or its sub-contractors.
b. Said certificates shall be delivered to:
Name of Project Manager
RGRTA
1372 E. Main Street
Rochester, NY 14609
Workers’ Compensation: Statutory coverage, in compliance with the Workers’ Compensation
Law of the State of New York. The Contractor shall also carry Worker’s Compensation insurance
to cover obligations imposed by federal and state statutes having jurisdiction of Contractor’s
employees engaged in the performance of the work or services, as well as Employer’s Liability
insurance of not less than $1,000,000 for each accident; $1,000,000 disease for each employee, and
$1,000,000 disease policy limit.
Commercial General Liability Insurance with minimum limits of:
A. $1,000,000 Each Occurrence;
B. $1,000,000 Personal and Advertising Injury;
C. $2,000,000 General Aggregate; and
D. $2,000,000 Products/Completed Operations Aggregate.
These limits shall provide coverage for:
{X} Premises/Operations {X} Products/Completed Operations
{X} Bodily/Personal Injury {X} Property Damage
{X} Blanket contractual coverage {X} Owner’s Protective Liability
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This policy shall contain a severability of interest provision, and shall not contain a sunset
provision or commutation clause, or any provision which would serve to limit third party
action over claims.
Disability Benefits: Contractor shall provide proof of compliance with the Disability Benefits
Law. Location of operation shall be “all locations served by the Contractor.”
Automobile Liability Insurance - If automobiles are to be used in the performance of any work
under this Agreement, Automobile Liability Insurance is required with the following minimum
limits of liability per occurrence:
A. $1,000,000 per occurrence, for bodily injury, and $1,000,000 for property damage, unless
otherwise indicated in a “Special Conditions” of the contract specifications.
This insurance shall include for bodily injury and property the following coverage:
i. Owned automobiles;
ii. Hired automobiles; and
iii. Non-owned automobiles.
Each certificate shall require that, at least thirty (30) days prior to the cancellation of,
failure to renew, or a material change in such policy, written notice thereof shall be given
to the Owner.
B. All policies and certificates of insurance shall be approved by the Owner prior to
the inception of any work.
C. Upon failure of the Contractor to furnish, deliver and maintain such insurance as
above provided, this Agreement, at the election of the Owner, may be forthwith
declared suspended, discontinued or terminated upon ten (10) days written notice.
Failure of the Contractor to take out and/or maintain, or the taking out and/or
maintenance of any required insurance, shall not relieve the Contractor from any
liability under this Agreement, nor shall the insurance requirements be construed to
conflict with or otherwise limit the obligations of the Contractor concerning
indemnification.
D. In the event that claims in excess of the insured amounts provided herein are filed
by reason of any operations under this Agreement, the excess amount of such
claims, or any portion thereof, may be withheld from payment due or to become
due the Contractor until such time as the Contractor shall furnish such additional
security covering such claims as may be determined by the Owner.
E. Contractor also agrees that:
(i) Insurers shall have no right of recovery or subrogation against the Owner
(including its agents and agencies as aforesaid), it being the intention of the
parties that the insurance policies so effected shall protect both parties and be
primary coverage for any and all losses covered by the above-described
insurance;
(ii) The insurance companies issuing the policy or policies shall have no
recourse against the Owner (including its agents and agencies as aforesaid)
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for payment of any premiums or for assessments under any form or policy;
and
(iii) Any and all deductibles in the above-described insurance policies shall be
assumed by, for the account of, and at the sole risk of the Contractor.
16. CONTRACTOR PROMPT PAYMENT
The Contractor agrees to pay each subcontractor under this prime contract for satisfactory
performance of its contract no later than thirty (30) days from the receipt by the Contractor of each
payment from the Owner. The Contractor agrees further to return retainage payments to each
subcontractor thirty (30) days after the subcontractor’s work is satisfactorily completed. Any delay
or postponement of payment from the above-referenced time frame may occur only for good cause
following written approval of the Owner. This clause applies to both Disadvantage Business
Enterprises and non-Disadvantaged Business Enterprises subcontractors.
17. LAWS & REGULATIONS
Contractor shall comply with all applicable Federal, State and local laws and regulations including,
without limitation, those relating to wages, hours, fair employment practices, equal opportunity,
anti-discrimination, safety and working conditions. Each and every provision of law and clause
required by applicable laws with reference to the Services, shall upon written acknowledgment of
the two parties hereto, be inserted herein, and if, through mistake or otherwise, any such provision
is not inserted or is not correctly inserted, then upon the application of either party, and upon
written acknowledgment of the two parties hereto, this Agreement shall forthwith be physically
amended to make such insertion.
18. PROTECTION OF TRADE SECRETS
Owner is a public benefit corporation of the State of New York and, as such, many Owner records
are subject to disclosure to the public following the filing of appropriate requests. Trade Secrets
can be excepted from disclosure under the New York Freedom of Information law, but will only be
excepted by Owner if Contractor identifies in writing the records or parts of records considered to
be trade secrets when those records are submitted to Owner, giving the reasons for the need for the
exception from disclosure, and specifically requesting that such information be held confidentially.
Contractor shall stamp all such documents as “Confidential” and identify them as such in a
transmittal letter. Without such identification and designation, such records may be subject to
disclosure by Owner without liability to Contractor.
19. DELIVERY FAILURE
Failure of Contractor to deliver within the time specified, or within reasonable time as
interpreted by Owner, or failure to make replacements of rejected articles when so requested,
immediately or as directed by the Owner, shall constitute authority for Owner to purchase in
the open market articles of comparable grade to replace the articles rejected or not delivered.
On all such purchases, the Contractor shall reimburse Owner within a reasonable time specified
by the Owner, for any expense incurred in excess of contract prices or the Owner shall have the
right to deduct such amount from monies owed the defaulting Contractor. Such purchases
shall be deducted from contract quantities. Should public necessity demand it, the Owner
reserves the right to use or consume articles delivered which are substandard in quality, subject
to an adjustment in price to be determined by the Owner.
20. COVENANT AGAINST CONTINGENT FEES Contractor warrants that it has not employed or retained any company or person other than a bona
fide employee working for Contractor, to solicit or secure this Agreement, and that it has not paid
or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
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percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the
award or making of this Agreement. For breach or violation of this warranty, Owner shall have the
right to annul this Agreement without liability, or, in its discretion, to deduct from the
compensation to be paid Contractor hereunder, or otherwise recover the full amount of any such
percentage, brokerage fee, gift or contingent fee.
21. CODE OF ETHICS
Contractor agrees that this Agreement may be terminated if any work under this Agreement is in
conflict with the provisions of Section 74 of the New York State Public Officers’ Law, which
establishes a Code of Ethics for New York State officers and employees.
22. QUALIFICATIONS AND LICENSES
Contractor represents and warrants to the Owner that it and its employees are duly and fully
qualified under the laws of the state of its incorporation and of the State of New York, to undertake
the activities and obligations set forth in this Agreement, that it possesses as of the date of its
execution of this Agreement, and it will maintain throughout the term hereof, all necessary
approvals, consents and licenses from all applicable government agencies and authority and that it
has taken and secured all necessary board of directors and shareholders action and approval.
23. PERSONS OR ORGANIZATIONS EMPLOYED TO INFLUENCE THIS
PROCUREMENT a. Contractor warrants and represents that the information set forth on Exhibit A hereto is
complete, true and accurate with respect to any person or organization that the Contractor
has retained, employed or designated to influence the procurement under this Agreement.
b. Contractor further warrants and represents that Contractor has not been found non-
responsible during the past five years in the connection with disclosure of information
about persons or organizations attempting to influence procurements.
c. Contractor shall notify RGRTA any time a person or organization, other than the ones
named in Exhibit A, is retained, employed or designated by Contractor to influence this
procurement and shall provide the information described Exhibit A for any such person or
organization.
d. Contractor acknowledges that RGRTA may terminate this Agreement if the RGRTA
discovers that the Contractor intentionally failed to provide true and complete information
with respect to all persons employed, retained, or designated by the Contractor to influence
this procurement.
e. Contractor warrants and represents that it has not paid or agreed to pay any company or
person, other than a bona fide employee, any fee, commission, percentage, brokerage fee,
gift or any other consideration, contingent upon or resulting from the award or making of
this Agreement. For breach or violation of this warranty, RGRTA shall have the right to
annul this Agreement without liability, or, in its discretion, to deduct from the
compensation to be paid Contractor hereunder, or otherwise recover the full amount of any
such percentage, brokerage fee, gift or contingent fee.
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NEW YORK STATE DEPARTMENT OF TRANSPORTATION
REQUIRED CONTRACT CLAUSES
(for all State-funded or state-assisted contracts)
STANDARD CLAUSES FOR NYS CONTRACTS
The parties to the attached contract, license, lease, amendment or other agreement of any kind (hereinafter, "the contract" or
"this contract") agree to be bound by the following clauses which are hereby made a part of the contract (the word "Contractor"
herein refers to any party other than the State, whether a contractor, licenser, licensee, lessor, lessee or any other party):
1. EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law, the State shall have no liability under this
contract to the Contractor or to anyone else beyond funds appropriated and available for this contract.
2. NON-ASSIGNMENT CLAUSE. In accordance with Section 138 of the State Finance Law, this contract may not be assigned
by the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet or otherwise disposed of without the
previous consent, in writing, of the State and any attempts to assign the contract without the State's written consent are null and
void. The Contractor may, however, assign its right to receive payment without the State's prior written consent unless this
contract concerns Certificates of Participation pursuant to Article 5-A of the State Finance Law.
3. COMPTROLLER'S APPROVAL. In accordance with Section 112 of the State Finance Law (or, if this contract is with the
State University or City University of New York, Section 355 or Section 6218 of the Education Law), if this contract exceeds
$50,000 (or the minimum thresholds agreed to by the Office of the State Comptroller for certain S.U.N.Y. and C.U.N.Y. contracts),
or if this is an amendment for any amount to a contract which, as so amended, exceeds said statutory amount, or if, by this contract,
the State agrees to give something other than money when the value or reasonably estimated value of such consideration exceeds
$10,000, it shall not be valid, effective or binding upon the State until it has been approved by the State Comptroller and filed in his
office. Comptroller's approval of contracts let by the Office of General Services is required when such contracts exceed $85,000
(State Finance Law Section 163.6.a).
4. WORKERS' COMPENSATION BENEFITS. In accordance with Section 142 of the State Finance Law, this contract shall be
void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of this contract for the
benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law.
5. NON-DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the Executive Law (also known as the
Human Rights Law) and all other State and Federal statutory and constitutional non-discrimination provisions, the Contractor will
not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, sexual
orientation, age, disability, genetic predisposition or carrier status, or marital status. Furthermore, in accordance with Section 220-e
of the Labor Law, if this is a contract for the construction, alteration or repair of any public building or public work or for the
manufacture, sale or distribution of materials, equipment or supplies, and to the extent that this contract shall be performed within
the State of New York, Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex,
or national origin: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the
work; or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. If this is a
building service contract as defined in Section 230 of the Labor Law, then, in accordance with Section 239 thereof, Contractor
agrees that neither it nor its subcontractors shall by reason of race, creed, color, national origin, age, sex or disability: (a)
discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate
against or intimidate any employee hired for the performance of work under this contract. Contractor is subject to fines of $50.00
per person per day for any violation of Section 220-e or Section 239 as well as possible termination of this contract and forfeiture
of all moneys due hereunder for a second or subsequent violation.
6. WAGE AND HOURS PROVISIONS. If this is a public work contract covered by Article 8 of the Labor Law or a building
service contract covered by Article 9 thereof, neither Contractor's employees nor the employees of its subcontractors may be
required or permitted to work more than the number of hours or days stated in said statutes, except as otherwise provided in the
Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor Department. Furthermore,
Contractor and its subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements,
including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law.
7. NON-COLLUSIVE BIDDING CERTIFICATION. In accordance with Section 139-d of the State Finance Law, if this
contract was awarded based upon the submission of bids, Contractor affirms, under penalty of perjury, that its bid was arrived at
independently and without collusion aimed at restricting competition. Contractor further affirms that, at the time Contractor
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submitted its bid, an authorized and responsible person executed and delivered to the State a non-collusive bidding certification on
Contractor's behalf.
8. INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the Labor Law and Section 139-h of
the State Finance Law, if this contract exceeds $5,000, the Contractor agrees, as a material condition of the contract, that neither the
Contractor nor any substantially owned or affiliated person, firm, partnership or corporation has participated, is participating, or
shall participate in an international boycott in violation of the federal Export Administration Act of 1979 (50 USC App. Sections
2401 et seq.) or regulations thereunder. If such Contractor, or any of the aforesaid affiliates of Contractor, is convicted or is
otherwise found to have violated said laws or regulations upon the final determination of the United States Commerce Department
or any other appropriate agency of the United States subsequent to the contract's execution, such contract, amendment or
modification thereto shall be rendered forfeit and void. The Contractor shall so notify the State Comptroller within five (5)
business days of such conviction, determination or disposition of appeal (2NYCRR 105.4).
9. SET-OFF RIGHTS. The State shall have all of its common law, equitable and statutory rights of set-off. These rights shall
include, but not be limited to, the State's option to withhold for the purposes of set-off any moneys due to the Contractor under this
contract up to any amounts due and owing to the State with regard to this contract, any other contract with any State department or
agency, including any contract for a term commencing prior to the term of this contract, plus any amounts due and owing to the
State for any other reason including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto.
The State shall exercise its set-off rights in accordance with normal State practices including, in cases of set-off pursuant to an
audit, the finalization of such audit by the State agency, its representatives, or the State Comptroller.
10. RECORDS. The Contractor shall establish and maintain complete and accurate books, records, documents, accounts and
other evidence directly pertinent to performance under this contract (hereinafter, collectively, "the Records"). The Records must be
kept for the balance of the calendar year in which they were made and for six (6) additional years thereafter. The State
Comptroller, the Attorney General and any other person or entity authorized to conduct an examination, as well as the agency or
agencies involved in this contract, shall have access to the Records during normal business hours at an office of the Contractor
within the State of New York or, if no such office is available, at a mutually agreeable and reasonable venue within the State, for
the term specified above for the purposes of inspection, auditing and copying. The State shall take reasonable steps to protect from
public disclosure any of the Records which are exempt from disclosure under Section 87 of the Public Officers Law (the "Statute")
provided that: (i) the Contractor shall timely inform an appropriate State official, in writing, that said records should not be
disclosed; and (ii) said records shall be sufficiently identified; and (iii) designation of said records as exempt under the Statute is
reasonable. Nothing contained herein shall diminish, or in any way adversely affect, the State's right to discovery in any pending or
future litigation.
11. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION. (a) FEDERAL EMPLOYER IDENTIFICATION
NUMBER and/or FEDERAL SOCIAL SECURITY NUMBER. All invoices or New York State standard vouchers submitted for
payment for the sale of goods or services or the lease of real or personal property to a New York State agency must include the
payee's identification number, i.e., the seller's or lessor's identification number. The number is either the payee's Federal employer
identification number or Federal social security number, or both such numbers when the payee has both such numbers. Failure to
include this number or numbers may delay payment. Where the payee does not have such number or numbers, the payee, on its
invoice or New York State standard voucher, must give the reason or reasons why the payee does not have such number or
numbers.
(b) PRIVACY NOTIFICATION. (1) The authority to request the above personal information from a seller of goods or services or
a lessor of real or personal property, and the authority to maintain such information, is found in Section 5 of the State Tax Law.
Disclosure of this information by the seller or lessor to the State is mandatory. The principal purpose for which the information is
collected is to enable the State to identify individuals, businesses and others who have been delinquent in filing tax returns or may
have understated their tax liabilities and to generally identify persons affected by the taxes administered by the Commissioner of
Taxation and Finance. The information will be used for tax administration purposes and for any other purpose authorized by law.
(2) The personal information is requested by the purchasing unit of the agency contracting to purchase the goods or services or
lease the real or personal property covered by this contract or lease. The information is maintained in New York State's Central
Accounting System by the Director of Accounting Operations, Office of the State Comptroller, 110 State Street, Albany, New York
12236.
12. EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN. In accordance with Section 312 of the
Executive Law, if this contract is: (i) a written agreement or purchase order instrument, providing for a total expenditure in excess
of $25,000.00, whereby a contracting agency is committed to expend or does expend funds in return for labor, services, supplies,
equipment, materials or any combination of the foregoing, to be performed for, or rendered or furnished to the contracting agency;
or (ii) a written agreement in excess of $100,000.00 whereby a contracting agency is committed to expend or does expend funds for
the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon; or
(iii) a written agreement in excess of $100,000.00 whereby the owner of a State assisted housing project is committed to expend or
does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and
improvements thereon for such project, then:
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(a) The Contractor will not discriminate against employees or applicants for employment because of race, creed, color, national
origin, sex, age, disability or marital status, and will undertake or continue existing programs of affirmative action to ensure that
minority group members and women are afforded equal employment opportunities without discrimination. Affirmative action shall
mean recruitment, employment, job assignment, promotion, upgradings, demotion, transfer, layoff, or termination and rates of pay
or other forms of compensation;
(b) at the request of the contracting agency, the Contractor shall request each employment agency, labor union, or authorized
representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written
statement that such employment agency, labor union or representative will not discriminate on the basis of race, creed, color,
national origin, sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the
implementation of the contractor's obligations herein; and
(c) the Contractor shall state, in all solicitations or advertisements for employees, that, in the performance of the State contract, all
qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national
origin, sex, age, disability or marital status.
Contractor will include the provisions of "a", "b", and "c" above, in every subcontract over $25,000.00 for the construction,
demolition, replacement, major repair, renovation, planning or design of real property and improvements thereon (the "Work")
except where the Work is for the beneficial use of the Contractor. Section 312 does not apply to: (i) work, goods or services
unrelated to this contract; or (ii) employment outside New York State; or (iii) banking services, insurance policies or the sale of
securities. The State shall consider compliance by a contractor or subcontractor with the requirements of any federal law
concerning equal employment opportunity which effectuates the purpose of this section. The contracting agency shall determine
whether the imposition of the requirements of the provisions hereof duplicate or conflict with any such federal law and if such
duplication or conflict exists, the contracting agency shall waive the applicability of Section 312 to the extent of such duplication or
conflict. Contractor will comply with all duly promulgated and lawful rules and regulations of the Governor's Office of Minority
and Women's Business Development pertaining hereto.
13. CONFLICTING TERMS. In the event of a conflict between the terms of the contract (including any and all attachments
thereto and amendments thereof) and the terms of this Appendix A, the terms of this Appendix A shall control.
14. GOVERNING LAW. This contract shall be governed by the laws of the State of New York except where the Federal
supremacy clause requires otherwise.
15. LATE PAYMENT. Timeliness of payment and any interest to be paid to Contractor for late payment shall be governed by
Article 11-A of the State Finance Law to the extent required by law.
16. NO ARBITRATION. Disputes involving this contract, including the breach or alleged breach thereof, may not be submitted
to binding arbitration (except where statutorily authorized), but must, instead, be heard in a court of competent jurisdiction of the
State of New York.
17. SERVICE OF PROCESS. In addition to the methods of service allowed by the State Civil Practice Law & Rules ("CPLR"),
Contractor hereby consents to service of process upon it by registered or certified mail, return receipt requested. Service hereunder
shall be complete upon Contractor's actual receipt of process or upon the State's receipt of the return thereof by the United States
Postal Service as refused or undeliverable. Contractor must promptly notify the State, in writing, of each and every change of
address to which service of process can be made. Service by the State to the last known address shall be sufficient. Contractor will
have thirty (30) calendar days after service hereunder is complete in which to respond.
18. PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS. The Contractor certifies and warrants that all wood
products to be used under this contract award will be in accordance with, but not limited to, the specifications and provisions of
State Finance Law §165. (Use of Tropical Hardwoods) which prohibits purchase and use of tropical hardwoods, unless specifically
exempted, by the State or any governmental agency or political subdivision or public benefit corporation. Qualification for an
exemption under this law will be the responsibility of the contractor to establish to meet with the approval of the State.
In addition, when any portion of this contract involving the use of woods, whether supply or installation, is to be performed by any
subcontractor, the prime Contractor will indicate and certify in the submitted bid proposal that the subcontractor has been informed
and is in compliance with specifications and provisions regarding use of tropical hardwoods as detailed in §165 State Finance Law.
Any such use must meet with the approval of the State; otherwise, the bid may not be considered responsive. Under bidder
certifications, proof of qualification for exemption will be the responsibility of the Contractor to meet with the approval of the
State.
19. MACBRIDE FAIR EMPLOYMENT PRINCIPLES. In accordance with the MacBride Fair Employment Principles
(Chapter 807 of the Laws of 1992), the Contractor hereby stipulates that the Contractor either (a) has no business operations in
Northern Ireland, or (b) shall take lawful steps in good faith to conduct any business operations in Northern Ireland in accordance
with the MacBride Fair Employment Principles (as described in Section 165 of the New York State Finance Law), and shall permit
independent monitoring of compliance with such principles.
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20. OMNIBUS PROCUREMENT ACT OF 1992. It is the policy of New York State to maximize opportunities for the
participation of New York State business enterprises, including minority and women-owned business enterprises as bidders,
subcontractors and suppliers on its procurement contracts.
Information on the availability of New York State subcontractors and suppliers is available from:
NYS Department of Economic Development
Division for Small Business
30 South Pearl St -- 7th Floor
Albany, New York 12245
Telephone: 518-292-5220
Fax: 518-292-5884
http://www.empire.state.ny.us
A directory of certified minority and women-owned business enterprises is available from:
NYS Department of Economic Development
Division of Minority and Women's Business Development
30 South Pearl St -- 2nd Floor
Albany, New York 12245
Telephone: 518-292-5250
Fax: 518-292-5803
http://www.empire.state.ny.us
The Omnibus Procurement Act of 1992 requires that by signing this bid proposal or contract, as applicable, Contractors certify that
whenever the total bid amount is greater than $1 million:
(a) The Contractor has made reasonable efforts to encourage the participation of New York State Business Enterprises as suppliers
and subcontractors, including certified minority and women-owned business enterprises, on this project, and has retained the
documentation of these efforts to be provided upon request to the State;
(b) The Contractor has complied with the Federal Equal Opportunity Act of 1972 (P.L. 92-261), as amended;
(c) The Contractor agrees to make reasonable efforts to provide notification to New York State residents of employment
opportunities on this project through listing any such positions with the Job Service Division of the New York State Department of
Labor, or providing such notification in such manner as is consistent with existing collective bargaining contracts or agreements.
The Contractor agrees to document these efforts and to provide said documentation to the State upon request; and
(d) The Contractor acknowledges notice that the State may seek to obtain offset credits from foreign countries as a result of this
contract and agrees to cooperate with the State in these efforts.
21. RECIPROCITY AND SANCTIONS PROVISIONS. Bidders are hereby notified that if their principal place of business is
located in a country, nation, province, state or political subdivision that penalizes New York State vendors, and if the goods or
services they offer will be substantially produced or performed outside New York State, the Omnibus Procurement Act 1994 and
2000 amendments (Chapter 684 and Chapter 383, respectively) require that they be denied contracts which they would otherwise
obtain. NOTE: As of May 15, 2002, the list of discriminatory jurisdictions subject to this provision includes the states of South
Carolina, Alaska, West Virginia, Wyoming, Louisiana and Hawaii. Contact NYS Department of Economic Development for a
current list of jurisdictions subject to this provision.
22. PURCHASES OF APPAREL. In accordance with State Finance Law 162 (4-a), the State shall not purchase any apparel from
any vendor unable or unwilling to certify that: (i) such apparel was manufactured in compliance with all applicable labor and
occupational safety laws, including, but not limited to, child labor laws, wage and hours laws and workplace safety laws, and (ii)
vendor will supply, with its bid (or, if not a bid situation, prior to or at the time of signing a contract with the State), if known, the
names and addresses of each subcontractor and a list of all manufacturing plants to be utilized by the bidder.
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NY STATE DEPARTMENT OF TRANSPORTATION REQUIRED FORMS &
CERTIFICATIONS
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NOTE: This form is required for all contracts involving New York State funds. CERTIFICATION UNDER
STATE FINANCE LAW SECTION 139-k
TO
ROCHESTER-GENESEE REGIONAL TRANSPORTATION AUTHORITY
Described Procurement: __________________________________________________
(Check as Applicable – Use additional pages if necessary)
Designation of Individuals and Organizations to Influence This Procurement
The party submitting this proposal (called the "Contractor") has not retained, employed, or
designated any person or organization to influence this procurement.
Contractor has retained, employed, or designated the following person(s) or
organization(s) to influence this procurement and the following is true, complete and accurate
information regarding each such person or organization.
Name: ________________________________________________________________________________
Address: ______________________________________________________________________________
Telephone Number: ________________________ Occupation: _________________________________
Place of Principal Employment: ___________________________________________________________
Such person or organization does not have has a financial interest in the procurement. If yes, describe
that financial interest:
______________________________________________________________________________________
______________________________________________________________________________________
Name: ________________________________________________________________________________
Address: ______________________________________________________________________________
Telephone Number: _________________________ Occupation: ________________________________
Place of Principal Employment: ___________________________________________________________
Such person or organization does not have has a financial interest in the procurement. If yes, describe
that financial interest:
______________________________________________________________________________________
______________________________________________________________________________________
Agreement
Contractor agrees to notify the RGRTA any time an additional person or organization is retained,
employed or designated by Contractor to influence this procurement and to provide the
information described above for any such person or organization.
Prior Findings
Contractor has not been found non-responsible by any governmental entity during the past
five years.
Contractor has been found non-responsible by a governmental entity during the past five
years.
The basis for the finding of non-responsibility was not due to a violation of State Finance
Law §139-j.
The basis for the finding of non-responsibility was due to a violation of State Finance Law
§139-j. (If you check this box, provide the following information)
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CERTIFICATION UNDER STATE FINANCE LAW SECTION 139-k
TO: ROCHESTER-GENESEE REGIONAL TRANSPORTATION AUTHORITY
PAGE TWO
Governmental Entity: ________________________________________________
Date of Finding of Non-Responsibility: __________________________________
Basis of Finding of Non-Responsibility (Use Additional Pages As Necessary)
______________________________________________________________________
_________________________________________________________________________________________________________.
Prior Contract Terminations
Has any governmental entity or other governmental agency terminated or withheld a Procurement
Contract with the Contractor due to the intentional provision of false or incomplete information?
No Yes (If Yes, provide the following information.)
Governmental Entity: ________________________________________________
Date of Termination or Withholding of Contract: _______________________________
Basis of Termination or Withholding (Use Additional Pages As Necessary)
_______________________________________________________________________
_______________________________________________________________________.
Certification
I certify that all information provided to RGRTA with respect to State Finance Law §139-k is
complete, true and accurate.
Agreement to Comply
Contractor affirms that it understands and agrees to comply with the procedures of RGRTA relative to
permissible Contacts as required by State Finance Law §139-j (3) and §139-j (6) (b).
Acknowledgment
Contractor acknowledges that RGRTA may refuse to award a contract to the Contractor and may
terminate any contract that is awarded if RGRTA discovers that the Contractor has intentionally
failed to provide true and complete information with respect to all persons employed, retained, or
designated by the Contractor to influence this procurement or has made any false statement in this
document or of any information provided with respect to State Finance Law §139-k is in any
respect not complete, true and accurate. __________________________________________
Print Contractor Name
By: _______________________________________
Title: ____________________________________
Date: ____________________________________
Address: __________________________________
City, State, Zip: _____________________________
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UNITED STATES DEPARTMENT OF TRANSPORTATION REQUIRED CLAUSES, MODEL
LANGUAGE, AND FLOW DOWN REQUIREMENTS
REQUIRED CLAUSES
1. Fly America Requirements - The contractor shall comply with 49 USC 40118 (the “Fly America” Act)
in accordance with General Services Administration regulations 41 CFR 301-10, which state that recipients
and subrecipients of Federal funds and their contractors are required to use US Flag air carriers for US
Government-financed international air travel and transportation of their personal effects or property, to the
extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the
Fly America Act. The contractor shall submit, if a foreign air carrier was used, an appropriate certification
or memorandum adequately explaining why service by a US flag air carrier was not available or why it was
necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the
Fly America requirements. The contractor shall include the requirements of this section in all subcontracts
that may involve international air transportation.
2. Buy America Requirements - The contractor agrees to comply with 49 USC 5323(j) and 49 CFR 661,
which state that Federal funds may not be obligated unless steel, iron, and manufactured products used in
FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the
product is subject to a general waiver. General waivers are listed in 49 CFR 661.7, and include final
assembly in the US for 15 passenger vans and 15 passenger wagons produced by Chrysler Corp., software,
microcomputer equipment and small purchases (currently less than $100,000). Separate requirements for
rolling stock are stated at 5323(j)(2)(C) and 49 CFR 661.11. Rolling stock must be manufactured in the US
and have a minimum 60% domestic content.
A bidder or offeror must submit the appropriate Buy America certification to RGRTA with all bids on
FTA-funded contracts, except those subject to a general waiver. Bids or offers not accompanied by a
completed Buy America certification shall be rejected as non-responsive. This requirement does not apply
to lower tier subcontractors.
3a. Charter Service Operations - The contractor shall comply with 49 USC 5323(d) and 49 CFR 604,
which state that recipients and subrecipients of FTA assistance are prohibited from providing charter
service using federally funded equipment or facilities if there is at least one private charter operator willing
and able to provide the service, except under one of the exceptions at 49 CFR 604.9. Any charter service
provided under these exceptions must be "incidental," i.e., it must not interfere with or detract from the
provision of mass transportation.
3b. School Bus Operations - Pursuant to 69 USC 5323(f) and 49 CFR 605, recipients and subrecipients
of FTA assistance shall not engage in school bus operations exclusively for the transportation of students
and school personnel in competition with private school bus operators unless qualified under specified
exemptions. When operating exclusive school bus service under an allowable exemption, recipients and
subrecipients shall not use federally funded equipment, vehicles, or facilities.
4. Cargo Preference - Use of US-Flag Vessels - The contractor shall: a. use privately owned US-Flag
commercial vessels to ship at least 50% of the gross tonnage (computed separately for dry bulk carriers, dry
cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant
to the underlying contract to the extent such vessels are available at fair and reasonable rates for US flag
commercial vessels; b. furnish within 20 working days following the loading date of shipments originating
within the US or within 30 working days following the loading date of shipments originating outside the
US, a legible copy of a rated, "on-board" commercial bill-of-lading in English for each shipment of cargo
described herein to the Division of National Cargo, Office of Market Development, Maritime
Administration, Washington, DC 20590 and to RGRTA (through the contractor in the case of a
subcontractor's bill-of-lading.) c. include these requirements in all subcontracts issued pursuant to this
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contract when the subcontract involves the transport of equipment, material, or commodities by ocean
vessel.
5. Seismic Safety - The contractor agrees that any new building or addition to an existing building shall
be designed and constructed in accordance with the standards required in USDOT Seismic Safety
Regulations 49 CFR 41 and shall certify compliance to the extent required by the regulation. The contractor
shall also ensure that all work performed under this contract, including work performed by a subcontractor,
complies with the standards required by 49 CFR 41 and the certification of compliance issued on the
project.
6. Energy Conservation - The contractor shall comply with mandatory standards and policies relating to
energy efficiency, stated in the state energy conservation plan issued in compliance with the Energy Policy
& Conservation Act.
7. Clean Water - The contractor shall comply with all applicable standards, orders or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended, 33 USC 1251 et seq. The contractor shall
report each violation to RGRTA and understands and agrees that RGRTA will, in turn, report each
violation as required to FTA and the appropriate EPA Regional Office. The contractor shall include these
requirements in each subcontract exceeding $100,000 financed in whole or in part with FTA assistance.
8. Bus Testing - The contractor [manufacturer] shall comply with 49 USC A5323(c) and FTA's
implementing regulation 49 CFR 665 and shall perform the following:
1) A manufacturer of a new bus model or a bus produced with a major change in components or
configuration shall provide a copy of the final test report to the recipient prior to the recipient's final
acceptance of the first vehicle.
2) A manufacturer who releases a report under para. 1 above shall provide notice to the operator of the
testing facility that the report is available to the public.
3) If the manufacturer represents that the vehicle was previously tested, the vehicle being sold should have
the identical configuration and major components as the vehicle in the test report, which must be provided
to the recipient prior to recipient's final acceptance of the first vehicle. If the configuration or components
are not identical, the manufacturer shall provide a description of the change and the manufacturer's basis for
concluding that it is not a major change requiring additional testing.
4) If the manufacturer represents that the vehicle is "grandfathered" (has been used in mass transit service
in the US before Oct. 1, 1988, and is currently being produced without a major change in configuration or
components), the manufacturer shall provide the name and address of the recipient of such a vehicle and
the details of that vehicle's configuration and major components.
9. Pre-Award & Post-Delivery Audit Requirements - The contractor shall comply with 49 USC 5323(l)
and FTA's implementing regulation 49 CFR 663 and submit the following certifications:
(1) Buy America Requirements: The contractor shall complete and submit a declaration certifying either
compliance or noncompliance with Buy America. If the contractor certifies compliance with Buy America,
it shall submit documentation listing 1) component and subcomponent parts of the rolling stock to be
purchased identified by manufacturer of the parts, their country of origin and costs; and 2) the location of
the final assembly point for the rolling stock, including a description of the activities that will take place at
the final assembly point and the cost of final assembly.
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(2) Solicitation Specification Requirements: The contractor shall submit evidence that it will be capable of
meeting the bid specifications.
(3) Federal Motor Vehicle Safety Standards (FMVSS): The contractor shall submit 1) manufacturer's
FMVSS self-certification sticker information that the vehicle complies with relevant FMVSS or 2)
manufacturer's certified statement that the buses will not be subject to FMVSS regulations.
10. Anti-Lobbying Amendment, 31 USC 1352, as amended by the Lobbying Disclosure Act of 1995,
PL 104-65 [to be codified at 2 USC 1601, et seq.] - Contractors who apply or bid for an award of
$100,000 or more shall file the certification required by 49 CFR 20, "New Restrictions on Lobbying." Each
tier certifies to the tier above that it will not and has not used Federal funds to pay any person or
organization for influencing or attempting to influence an officer or employee of any agency, a member of
Congress, officer or employee of Congress, or an employee of a member of Congress in connection with
obtaining any Federal contract, grant or any other award covered by 31 USC 1352. Each tier shall also
disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying
contacts on its behalf with non-Federal funds with respect to the Federal contract, grant or award covered
by 31 USC 1352. Such disclosures are forwarded from tier to tier up to the recipient.
APPENDIX A, 49 CFR 20-CERTIFICATION REGARDING LOBBYING - Certification for Contracts,
Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000)
The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to
any person for influencing or attempting to influence an officer or employee of an agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with
the award of any Federal contract, the making of any Federal grant, the making of any Federal loan, the
entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or
modification of any Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal funds have been paid or will be paid to any person for making lobbying
contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard Form LLL, "Disclosure Form
to Report Lobbying," in accordance with its instructions [as amended by "Government-wide Guidance for
New Restrictions on Lobbying," 61 FR 1413 (1/19/96). (PL 104-65, to be codified at 2 USC 1601, et seq.)]
(3) The undersigned shall require that the language of this certification be included in the award documents
for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and
cooperative agreements) and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into. Submittal of this certification is a prerequisite for making or entering into this
transaction imposed by 31 USC 1352 (as amended by Lobbying Disclosure Act of 1995). Any person
failing to file the required certification shall be subject to a civil penalty of no less than $10,000 and no
more than $100,000 for each such failure. [Note: Pursuant to 31 USC 1352(c)(1)-(2)(A), any person who
makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be
subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or
failure.]
11. Access to Records - The following access to records requirements apply to this Contract:
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1. Where the purchaser is not a State, but a local government, and is the FTA recipient or subgrantee of the
FTA recipient in accordance with 49 CFR 18.36(i), the contractor shall provide purchaser, FTA
Administrator, the US Comptroller General or their authorized representatives access to any contractor’s
books, documents, papers and records which are directly pertinent to the contract for the purpose of making
audits, examinations, excerpts and transcriptions. The contractor shall also, pursuant to 49 CFR 633.17,
provide FTA Administrator or his authorized representative including any PMO contractor access to
contractor's records and construction sites pertaining to any major capital project, defined at 49 USC
5302(a)1, which is receiving federal assistance through the programs described at 49 USC 5307, 5309 or
5311.
2. Where the purchaser is a State and is FTA recipient or subgrantee of FTA recipient in accordance with
49 CFR 633.17, contractor shall provide the purchaser, FTA Administrator or his authorized
representatives, including any PMO Contractor, access to the Contractor's records and construction sites
pertaining to a major capital project, defined at 49 USC 5302(a)1, which is receiving federal assistance
through the programs described at 49 USC 5307, 5309 or 5311. By definition, a major capital project
excludes contracts of less than the simplified acquisition threshold currently set at $100,000.
3. Where purchaser enters into a negotiated contract for other than a small purchase or under the simplified
acquisition threshold and is an institution of higher education, a hospital or other non-profit organization
and is FTA recipient or subgrantee of FTA recipient in accordance with 49 CFR 19.48, contractor shall
provide the purchaser, FTA Administrator, the US Comptroller General or their authorized representatives
with access to any books, documents, papers and record of the contractor which are directly pertinent to
this contract for the purposes of making audits, examinations, excerpts and transcriptions.
4. Where purchaser is FTA recipient or subgrantee of FTA recipient in accordance with 49 USC 5325(a)
enters into a contract for a capital project or improvement (defined at 49 USC 5302(a)1) through other than
competitive bidding, the contractor shall make available records related to the contract to the purchaser, the
Secretary of USDOT and the Comptroller General or any authorized officer or employee of any of them for
the purposes of conducting an audit and inspection.
5. The contractor shall permit any of the foregoing parties to reproduce by any means whatsoever or to
copy excerpts and transcriptions as reasonably needed.
6. The contractor shall maintain all books, records, accounts and reports required under the contract for no
less than three years after the date of termination or expiration of this contract, except in the event of
litigation or settlement of claims arising from the performance of this contract, in which case contractor
agrees to maintain same until the purchaser, FTA Administrator, the Comptroller General, or any of their
duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related
thereto. Re: 49 CFR 18.39(i)(11).
7. FTA does not require the inclusion of these requirements in subcontracts.
12. Federal Changes - Contractor shall at all times comply with all applicable FTA regulations, policies,
procedures and directives, including without limitation those listed directly or by reference in the Master
Agreement between RGRTA and FTA, as they may be amended or promulgated from time to time during
the term of the contract. Contractor's failure to comply shall constitute a material breach of the contract.
13. Bonding Requirements
Bid Security Requirements – A Bid Security shall be issued by a qualified surety company acceptable to
RGRTA and listed as a company currently authorized under 31 CFR 223 as possessing a Certificate of
Authority as described hereunder. In submitting a proposal, the proposer agrees and understands that
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RGRTA reserves the right to reject any and all proposals, or part of any proposal, and it is agreed that the
proposal may not be withdrawn for a period designated by RGRTA subsequent to the due date, without
RGRTA’s written consent. Should the proposer withdraw the proposal without RGRTA’s consent, or
refuse or be unable to enter into a contract, or refuse or be unable to furnish adequate and acceptable
Performance Bonds or Labor & Material Payment Bonds or insurance, it shall forfeit the bid security to the
extent of RGRTA’s damages occasioned by such withdrawal or refusal or inability to enter into an
agreement or provide adequate security therefore. To the extent the defaulting proposer’s surety shall
prove inadequate to fully recompense RGRTA for the damages occasioned by default, the proposer shall
indemnify RGRTA and pay to RGRTA the difference between the bid security and RGRTA’s total
damages.
Performance & Payment Bonding Requirements (Construction) – The contractor shall be required to
obtain Performance & Payment Bonds as follows: The penal amount shall be 100% of the original contract
price unless RGRTA determines that a lesser amount is adequate for RGRTA’s protection. RGRTA shall
require additional protection if the contract price is increased. The increase in protection shall equal 100%
of the contract price increase.
Performance & Payment Bonding Requirements (Non-Construction) - The contractor is required to
obtain performance and payment bonds when necessary to protect RGRTA’s interest.
(a) The following situations may warrant a performance bond:
1. RGRTA property or funds are to be provided to the contractor for use in performing the contract or as
partial compensation (as in retention of salvaged material).
2. A contractor sells assets to or merges with another concern, and RGRTA, after recognizing the latter
concern as the successor in interest, desires assurance that it is financially capable.
3. Substantial progress payments are made before delivery of end items starts.
4. Contracts are for dismantling, demolition, or removal of improvements.
(b) When it is determined that a performance bond is required, the contractor shall be required to obtain
performance bonds as follows: The penal amount of performance bonds shall be 100% of the original
contract price unless RGRTA determines that a lesser amount is adequate for RGRTA’s protection.
RGRTA shall require additional protection if the contract price is increased. The increase in protection
shall equal 100% of the contract price increase.
(c) A payment bond is required only when a performance bond is required, and if the use of payment bond
is in RGRTA’s interest.
(d) When it is determined that a payment bond is required, the contractor shall be required to obtain
payment bonds as follows:
1. The penal amount of payment bonds shall equal:
(i) 50% of the contract price if the contract price is not more than $1 million;
(ii) 40% of the contract price if the contract price exceeds $1 million but is not more than $5 million; or
(iii) $2.5 million if the contract price is increased beyond $5 million.
Advance Payment Bonding Requirements - The contractor may be required to obtain an advance
payment bond if the contract contains an advance payment provision and a performance bond is not
furnished. RGRTA shall determine the amount of the advance payment bond necessary to protect RGRTA.
Patent Infringement Bonding Requirements (Patent Indemnity) - The contractor may be required to
obtain a patent indemnity bond if a performance bond is not furnished and the financial responsibility of the
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contractor is unknown or doubtful. RGRTA shall determine the amount of the patent indemnity to protect
RGRTA.
Warranty of the Work and Maintenance Bonds (1) The contractor warrants to RGRTA, the Architect and/or Engineer that all materials and equipment
furnished under this contract will be of highest quality and new unless otherwise specified by RGRTA, free
from faults and defects and in conformity with the contract documents. All work not so conforming to
these standards shall be considered defective. The contractor shall furnish satisfactory evidence as to the
kind and quality of materials and equipment, if required by RGRTA.
(2) Work furnished must be of first quality and the workmanship must be the best obtainable in the various
trades. The Work must be of safe, substantial and durable construction in all respects. The contractor
hereby guarantees the Work against defective materials or faulty workmanship for a minimum period of
one (1) year after final payment by RGRTA and shall replace or repair any defective materials or
equipment or faulty workmanship during the period of the guarantee at no cost to RGRTA. As additional
security for these guarantees, the contractor shall, prior to the release of final payment, furnish separate
Maintenance (or Guarantee) Bonds in form acceptable to RGRTA, written by the same corporate surety
that provides the Performance Bond and Labor & Material Payment Bond for this contract. These bonds
shall secure the contractor's obligation to replace or repair defective materials and faulty workmanship for a
minimum period of one (1) year after Final Payment and shall be written in an amount equal to one
hundred percent (100%) of the contract sum, as adjusted (if at all).
14. Clean Air -
(1) The contractor shall comply with all applicable standards, orders or regulations pursuant to the Clean
Air Act, 42 USC 7401 et seq. The contractor shall report each violation to RGRTA and understands and
agrees that RGRTA will, in turn, report each violation as required to FTA and the appropriate EPA
Regional Office. The contractor shall include these requirements in each subcontract exceeding $100,000
financed in whole or in part with FTA assistance.
(2) The contractor also agrees to include these requirements in each subcontract exceeding $100,000
financed in whole or in part with Federal assistance provided by FTA.
15. Recovered Materials - The contractor shall comply with all requirements of Sec. 6002 of the
Resource Conservation & Recovery Act, as amended (42 USC 6962, including the regulatory provisions of
40 CFR 247, and Executive Order 12873, as applied to the procurement of items designated in 40 CFR
247(b).
16. Davis-Bacon and Copeland Anti-Kickback Acts
(1) Minimum wages - (i) All laborers and mechanics employed or working upon the worksite (or under the
US Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the
project), will be paid unconditionally and not less often than once a week, and without subsequent
deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued
by USDOL under the Copeland Act (29 CFR 3)), the full amount of wages and bona fide fringe benefits (or
cash equivalents thereof) due at time of payment computed at rates not less than those contained in the
wage determination of USDOL which is attached hereto and made a part hereof, regardless of any
contractual relationship which may be alleged to exist between the contractor and such laborers and
mechanics.
Contributions made or costs reasonably anticipated for bona fide fringe benefits under sec. 1(b)(2) of the
Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or
mechanics, subject to the provisions of para. (1)(iv) of this section; also, regular contributions made or
costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or
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programs which cover the particular weekly period, are deemed to be constructively made or incurred
during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe
benefits on the wage determination for the classification of work actually performed, without regard to
skill, except as provided in 29 CFR 5.5(a)(4). Laborers or mechanics performing work in more than one
classification may be compensated at the rate specified for each classification for the time actually worked
therein,(including any additional classifications and wage rates conformed under para. (1)(ii) of this
section) provided the employer's payroll records accurately set forth the time spent in each classification in
which work is performed. The wage determination and the Davis-Bacon poster (WH-1321) shall be posted
at all times by the contractor and its subcontractors at the worksite in a prominent and accessible place
where it can be easily seen by the workers.
(ii)(A) The contracting officer shall require that any class of laborers or mechanics, including helpers,
which is not listed in the wage determination and which is to be employed under the contract shall be
classified in conformance with the wage determination. The contracting officer shall approve an additional
classification and wage rate and fringe benefits therefore only when the following criteria have been met:
(1) Except with respect to helpers as defined as 29 CFR 5.2(n)(4), the work to be performed by the
classification requested is not performed by a classification in the wage determination; and
(2) The classification is utilized in the area by the construction industry; and
(3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the
wage rates contained in the wage determination; and
(4) With respect to helpers as defined in 29 CFR 5.2(n)(4), such a classification prevails in the area in
which the work is performed.
(B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their
representatives, and the contracting officer agree on the classification and wage rate (including the amount
designated for fringe benefits where appropriate), a report of the action taken shall be sent by the
contracting officer to the Administrator of the Wage & Hour Division, Employment Standards
Administration, USDOL, Washington, DC 20210. The Administrator, or authorized representative, will
approve, modify, or disapprove every additional classification action within 30 days of receipt and so
advise the contracting officer or will notify the contracting officer within the 30-day period that additional
time is necessary.
(C) In the event the contractor, the laborers or mechanics to be employed in the classification or their
representatives, and the contracting officer do not agree on the proposed classification and wage rate
(including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer
the questions, including the views of all interested parties and the recommendation of the contracting
officer, to the Administrator for determination. The Administrator, or an authorized representative, will
issue a determination within 30 days of receipt and so advise the contracting officer or will notify the
contracting officer within the 30-day period that additional time is necessary.
(D) The wage rate (including fringe benefits where appropriate) determined pursuant to para. (a)(1)(ii) (B)
or (C) of this section, shall be paid to all workers performing work in the classification under this contract
from the first day on which work is performed in the classification.
(iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics
includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit
as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash
equivalent thereof.
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(iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider
as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing
bona fide fringe benefits under a plan or program, provided, that USDOL has found, upon the written
request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. USDOL
may require the contractor to set aside in a separate account assets for the meeting of obligations under the
plan or program.
(v)(A) The contracting officer shall require that any class of laborers or mechanics which is not listed in the
wage determination and which is to be employed under the contract shall be classified in conformance with
the wage determination. The contracting officer shall approve an additional classification and wage rate and
fringe benefits therefore only when the following criteria have been met:
(D) The wage rate (including fringe benefits where appropriate) determined pursuant to para. (a)(1)(ii) (B)
or (C) of this section, shall be paid to all workers performing work in the classification under this contract
from the first day on which work is performed in the classification.
(iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics
includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit
as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash
equivalent thereof.
(iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider
as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing
bona fide fringe benefits under a plan or program, provided USDOL has found, upon the written request of
the contractor, that the applicable standards of the Davis-Bacon Act have been met. USDOL may require
the contractor to set aside in a separate account assets for the meeting of obligations under the plan or
program.
(1) The work to be performed by the classification requested is not performed by a classification in the
wage determination; and
(2) The classification is utilized in the area by the construction industry; and
(3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the
wage rates contained in the wage determination.
(2) Withholding - RGRTA shall upon its own action or upon written request of an authorized USDOL
representative withhold or cause to be withheld from the contractor under this contract or any other Federal
contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon
prevailing wage requirements, which is held by the same prime contractor, so much of the accrued
payments or advances as may be considered necessary to pay laborers and mechanics, including
apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of
wages required by the contract. In the event of failure to pay any laborer or mechanic, including any
apprentice, trainee, or helper, employed or working on the site of the work (or under the US Housing Act of
1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the
wages required by the contract, RGRTA may, after written notice to the contractor, sponsor, applicant, or
owner, take such action as may be necessary to cause the suspension of any further payment, advance, or
guarantee of funds until such violations have ceased.
(3) Payrolls and Basic Records - (i) Payrolls and basic records relating thereto shall be maintained by the
contractor during the course of the work and preserved for a period of three years thereafter for all laborers
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and mechanics working at the site of the work (or under the US Housing Act of 1937, or under the Housing
Act of 1949, in the construction or development of the project). Such records shall contain the name,
address, and social security number of each such worker, his or her correct classification, hourly rates of
wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash
equivalents thereof of the types described in Sec. 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly
number of hours worked, deductions made and actual wages paid. Whenever USDOL has found under 29
CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably
anticipated in providing benefits under a plan or program described in Sec. 1(b)(2)(B) of the Davis-Bacon
Act, the contractor shall maintain records which show that the commitment to provide such benefits is
enforceable, that the plan or program is financially responsible, and that the plan or program has been
communicated in writing to the laborers or mechanics affected, and records which show the costs
anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or
trainees under approved programs shall maintain written evidence of the registration of apprenticeship
programs and certification of trainee programs, the registration of the apprentices and trainees, and the
ratios and wage rates prescribed in the applicable programs.
(ii)(A) For each week in which any contract work is performed, the contractor shall submit a copy of all
weekly payrolls to RGRTA. The payrolls submitted shall set out accurately and completely all information
required under 29 CFR 5. This information may be submitted in any form desired. Optional Form WH-347
is available for this purpose and may be purchased from the Supt. of Documents (Federal Stock Number
029-005-00014-1), US Govt. Printing Office, Washington, DC 20402. The prime contractor is responsible
for the submittal of copies of payrolls by all subcontractors.
(B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor
or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the
contract and shall certify the following:
(1) That the payroll for the payroll period contains all information required under 29 CFR 5 and that such
information is correct and complete;
(2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract
during the payroll period has been paid the full weekly wages earned, without rebate, either directly or
indirectly, and that no deductions have been made either directly or indirectly from the full wages earned,
other than permissible deductions as set forth in 29 CFR 3;
(3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits
or cash equivalents for the classification of work performed, as specified in the applicable wage
determination incorporated into the contract.
(C) The weekly submittal of a properly executed certification set forth on the reverse side of Optional Form
WH-347 shall satisfy the requirement for submittal of the "Statement of Compliance" required by para.
(a)(3)(ii)(B) of this section.
(D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil
or criminal prosecution under Sec. 18 USC 1001 and 31 USC 231.
(iii) The contractor or subcontractor shall make the records required under para. (a)(3)(i) of this section
available for inspection, copying, or transcription by authorized representatives of FTA or USDOL, and
shall permit such representatives to interview employees during working hours on the job. If a contractor or
subcontractor fails to submit the required records or to make them available, the Federal agency may, after
written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause
the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the
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required records upon request or to make such records available may be grounds for debarment pursuant to
29 CFR 5.12.
(4) Apprentices & Trainees - (i) Apprentices - Apprentices will be permitted to work at less than the
predetermined rate for the work they performed when they are employed pursuant to and individually
registered in a bona fide apprenticeship program registered with USDOL, Employment & Training
Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized
by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an
apprentice in such an apprenticeship program, who is not individually registered in the program, but who
has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where
appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of
apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio
permitted to the contractor as to the entire work force under the registered program. Any worker listed on a
payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be
paid not less than the applicable wage rate on the wage determination for the classification of work actually
performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted
under the registered program shall be paid not less than the applicable wage rate on the wage determination
for the work actually performed. Where a contractor is performing construction on a project in a locality
other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the
journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be
observed. Every apprentice must be paid at not less than the rate specified in the registered program for the
apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the
applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions
of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices
must be paid the full amount of fringe benefits listed on the wage determination for the applicable
classification. If the Administrator of the Wage & Hour Division of USDOL determines that a different
practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that
determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency
recognized by the Bureau, withdraws approval of an apprenticeship program, the contractor will no longer
be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed
until an acceptable program is approved.
(ii) Trainees - Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the
predetermined rate for the work performed unless they are employed pursuant to and individually
registered in a program which has received prior approval, evidenced by formal certification by the
USDOL, Employment & Training Administration. The ratio of trainees to journeymen on the job site shall
not be greater than permitted under the plan approved by the Employment & Training Administration.
Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level
of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage
determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee
program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of
fringe benefits listed on the wage determination unless the Administrator of the Wage & Hour Division
determines that there is an apprenticeship program associated with the corresponding journeyman wage rate
on the wage determination which provides for less than full fringe benefits for apprentices. Any employee
listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by
the Employment & Training Administration shall be paid not less than the applicable wage rate on the
wage determination for the classification of work actually performed. In addition, any trainee performing
work on the job site in excess of the ratio permitted under the registered program shall be paid not less than
the applicable wage rate on the wage determination for the work actually performed. In the event the
Employment & Training Administration withdraws approval of a training program, the contractor will no
longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed
until an acceptable program is approved.
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(iii) Equal employment opportunity - The utilization of apprentices, trainees and journeymen under this part
shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as
amended, and 29 CFR 30.
(5) Compliance with Copeland Act - The contractor shall comply with the requirements of 29 CFR 3,
which are incorporated by reference in this contract.
(6) Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses contained in
29 CFR 5.5(a)(1) through (10) and such other clauses as FTA may by appropriate instructions require, and
also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime
contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all
the contract clauses in 29 CFR 5.5.
(7) Contract Termination: Debarment - A breach of the contract clauses in 29 CFR 5.5 may be grounds
for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29
CFR 5.12.
(8) Compliance with Davis-Bacon and Related Acts - All rulings and interpretations of the Davis-Bacon
and Related Acts contained in 29 CFR 1, 3, and 5 are herein incorporated by reference in this contract.
(9) Disputes Concerning Labor Standards - Disputes arising out of the labor standards provisions of this
contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved
in accordance with the procedures of USDOL set forth in 29 CFR 5, 6, & 7. Disputes within the meaning of
this clause include disputes between the contractor (or any of its subcontractors) and the contracting
agency, the USDOL, or the employees or their representatives.
(10) Certification of Eligibility - (i) By entering into this contract, the contractor certifies that neither it
(nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm
ineligible to be awarded Government contracts by virtue of Sec. 3(a) of the Davis-Bacon Act or 29 CFR
5.12(a)(1).
(ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a
Government contract by virtue of Sec. 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1).
(iii) The penalty for making false statements is prescribed in 18 USC 1001.
17. Contract Work Hours & Safety Standards Act
(1) Overtime requirements - No contractor or subcontractor contracting for any part of the contract work
which may require or involve the employment of laborers or mechanics shall require or permit any such
laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of 40
hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one
and one-half times the basic rate of pay for all hours worked in excess of 40 hours in such workweek.
(2) Violation; liability for unpaid wages; liquidated damages - In the event of any violation of the clause
set forth in para. (1) of this section, contractor and any subcontractor responsible therefore shall be liable
for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the US for liquidated
damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic,
including watchmen and guards, employed in violation of the clause set forth in para. (1) of this section, in
the sum of $10 for each calendar day on which such individual was required or permitted to work in excess
of the standard workweek of 40 hours without payment of the overtime wages required by the clause set
forth in para. (1) of this section.
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(3) Withholding for unpaid wages and liquidated damages - RGRTA shall upon its own action or upon
written request of an authorized representative of USDOL withhold or cause to be withheld, from any
moneys payable on account of work performed by the contractor or subcontractor under any such contract
or any other Federal contract with the same prime contractor, or any other federally-assisted contract
subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor,
such sums as may be determined to be necessary to satisfy any liabilities of such contractor or
subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in para. (2) of
this section.
(4) Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses set forth in
this section and also a clause requiring the subcontractors to include these clauses in any lower tier
subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier
subcontractor with the clauses set forth in this section.
(Sec. 102 nonconstruction contracts should also have the following provision:)
(5) Payrolls and basic records - (i) Payrolls and basic records relating thereto shall be maintained by the
contractor during the course of the work and preserved for a period of three years thereafter for all laborers
and mechanics working at the site of the work (or under the US Housing Act of 1937, or under the Housing
Act of 1949, in the construction or development of the project). Such records shall contain the name,
address, and social security number of each such worker, his or her correct classification, hourly rates of
wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash
equivalents thereof of the types described in Sec. 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly
number of hours worked, deductions made and actual wages paid. Whenever USDOL has found under 29
CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably
anticipated in providing benefits under a plan or program described in Sec. 1(b)(2)(B) of the Davis-Bacon
Act, the contractor shall maintain records which show that the commitment to provide such benefits is
enforceable, that the plan or program is financially responsible, and that the plan or program has been
communicated in writing to the laborers or mechanics affected, and records which show the costs
anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or
trainees under approved programs shall maintain written evidence of the registration of apprenticeship
programs and certification of trainee programs, the registration of the apprentices and trainees, and the
ratios and wage rates prescribed in the applicable programs.
Sec. 107 (OSHA): (This section is applicable to construction contracts only)
Contract Work Hours & Safety Standards Act - (i) Contractor shall comply with Sec. 107 of the
Contract Work Hours & Safety Standards Act, 40 USC 333, and applicable USDOL regulations, "Safety
and Health Regulations for Construction" 29 CFR 1926. Contractor shall not require any laborer or
mechanic to work in unsanitary, hazardous, or dangerous surroundings or working conditions.
(ii)Subcontracts - The contractor also agrees to include the requirements of this section in each
subcontract. The term "subcontract" under this section is considered to refer to a person who agrees to
perform any part of the labor or material requirements of a contract for construction, alteration or repair. A
person who undertakes to perform a portion of a contract involving the furnishing of supplies or materials
will be considered a "subcontractor" under this section if the work in question involves the performance of
construction work and is to be performed: (1) directly on or near the construction site, or (2) by the
employer for the specific project on a customized basis. Thus, a supplier of materials which will become an
integral part of the construction is a "subcontractor" if the supplier fabricates or assembles the goods or
materials in question specifically for the construction project and the work involved may be said to be
construction activity. If the goods or materials in question are ordinarily sold to other customers from
regular inventory, the supplier is not a "subcontractor." The requirements of this section do not apply to
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contracts or subcontracts for the purchase of supplies or materials or articles normally available on the open
market.
18. (Reserved)
19. No Obligation by the Federal Government -
(1) RGRTA and the contractor acknowledge and agree that, notwithstanding any concurrence by the
Federal Government in or approval of the solicitation or award of the underlying contract, absent the
express written consent by the Federal Government, the Federal Government is not a party to this contract
and shall not be subject to any obligations or liabilities to RGRTA, the contractor, or any other party
(whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.
(2) The contractor shall include the above clause in each subcontract financed in whole or in part with FTA
assistance. The clause shall not be modified, except to identify the subcontractor which is subject to its
provisions.
20. Program Fraud and False or Fraudulent Statements or Related Acts - (1) The contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as
amended, 31 USC 3801 et seq. and USDOT regulations, "Program Fraud Civil Remedies," 49 CFR 31,
apply to its actions pertaining to this project. Upon execution of the underlying contract, the contractor
certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or
causes to be made, pertaining to the underlying contract or FTA assisted project for which this contract
work is being performed. In addition to other penalties that may be applicable, the contractor further
acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement,
submittal, or certification, the Federal Government reserves the right to impose the penalties of the Program
Fraud Civil Remedies Act of 1986 on the contractor to the extent the Federal Government deems
appropriate.
(2) If the contractor makes, or causes to be made, a false, fictitious, or fraudulent claim, statement,
submittal, or certification to the Federal Government under a contract connected with a project that is
financed in whole or in part with FTA assistance under the authority of 49 USC 5307, the Government
reserves the right to impose the penalties of 18 USC 1001 and 49 USC 5307(n)(1) on the Contractor, to the
extent the Federal Government deems appropriate.
(3) The contractor shall include the above two clauses in each subcontract financed in whole or in part with
FTA assistance. The clauses shall not be modified, except to identify the subcontractor who will be subject
to the provisions.
21. Termination
a. Termination for Convenience (General Provision) RGRTA may terminate this contract, in whole or in
part, at any time by written notice to the contractor when it is in the Government's best interest. The
contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the
time of termination. The contractor shall promptly submit its termination claim to grantee to be paid the
Contractor. If the contractor has any RGRTA property in its possession, the contractor will account for the
same, and dispose of it in the manner RGRTA directs.
b. Termination for Default [Breach or Cause] (General Provision) If the contractor does not deliver
supplies in accordance with the contract delivery schedule, or, if the contract is for services, the contractor
fails to perform in the manner called for in the contract, or if the contractor fails to comply with any other
provisions of the contract, RGRTA may terminate this contract for default. Termination shall be effected by
serving a notice of termination on the contractor setting forth the manner in which the contractor is in
default. The contractor shall only be paid the contract price for supplies delivered and accepted, or services
performed in accordance with the manner of performance set forth in the contract.
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If it is later determined by RGRTA that the contractor had an excusable reason for not performing, such as
a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor,
RGRTA, after setting up a new delivery of performance schedule, may allow the contractor to continue
work, or treat the termination as a termination for convenience.
c. Opportunity to Cure (General Provision) RGRTA in its sole discretion may, in the case of a
termination for breach or default, allow the contractor [an appropriately short period of time] in which to
cure the defect. In such case, the notice of termination shall state the time period in which cure is permitted
and other appropriate conditions
If contractor fails to remedy to grantee's satisfaction the breach or default or any of the terms, covenants, or
conditions of this Contract within [ten (10) days] after receipt by contractor or written notice from grantee
setting forth the nature of said breach or default, grantee shall have the right to terminate the Contract
without any further obligation to the contractor. Any such termination for default shall not in any way
operate to preclude grantee from also pursuing all available remedies against contractor and its sureties for
said breach or default.
d. Waiver of Remedies for any Breach In the event that grantee elects to waive its remedies for any
breach by contractor of any covenant, term or condition of this Contract, such waiver by grantee shall not
limit grantee's remedies for any succeeding breach of that or of any other term, covenant, or condition of
this Contract.
e. Termination for Convenience (Professional or Transit Service Contracts) RGRTA, by written
notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this
contract is terminated, the recipient shall be liable only for payment under the payment provisions of this
contract for services rendered before the effective date of termination.
f. Termination for Default (Supplies and Service) If the contractor fails to deliver supplies or to perform
the services within the time specified in this contract or any extension or if the contractor fails to comply
with any other provisions of this contract, RGRTA may terminate this contract for default. RGRTA shall
terminate by delivering to the contractor a Notice of Termination specifying the nature of the default. The
contractor will only be paid the contract price for supplies delivered and accepted, or services performed in
accordance with the manner or performance set forth in this contract.
If, after termination for failure to fulfill contract obligations, it is determined that the contractor was not in
default, the rights and obligations of the parties shall be the same as if the termination had been issued for
the convenience of the recipient.
g. Termination for Default (Transportation Services) If the contractor fails to pick up the commodities
or to perform the services, including delivery services, within the time specified in this contract or any
extension or if the contractor fails to comply with any other provisions of this contract, RGRTA may
terminate this contract for default. RGRTA shall terminate by delivering to the contractor a Notice of
Termination specifying the nature of default. The contractor will only be paid the contract price for services
performed in accordance with the manner of performance set forth in this contract.
If this contract is terminated while the contractor has possession of Recipient goods, the contractor shall,
upon direction of RGRTA, protect and preserve the goods until surrendered to the Recipient or its agent.
The contractor and grantee shall agree on payment for the preservation and protection of goods. Failure to
agree on an amount shall be resolved under the Dispute clause.
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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 RGRTA.
h. Termination for Default (Construction) If the contractor refuses or fails to prosecute the work or any
separable part, with the diligence that will insure its completion within the time specified in this contract or
any extension or fails to complete the work within this time, or if the contractor fails to comply with any
other provisions of this contract, RGRTA may terminate this contract for default. RGRTA shall terminate
by delivering to the contractor a Notice of Termination specifying the nature of the default. In this event,
the recipient may take over the work and compete it by contract or otherwise, and may take possession of
and use any materials, appliances, and plant on the work site necessary for completing the work. The
contractor and its sureties shall be liable for any damage to the recipient resulting from the Contractor's
refusal or failure to complete the work within specified time, whether or not the Contractor's right to
proceed with the work is terminated. This liability includes any increased costs incurred by the recipient in
completing the work.
The contractor's right to proceed shall not be terminated nor the contractor charged with damages under this
clause if-
1. the delay in completing the work arises from unforeseeable causes beyond the control and without the
fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient,
acts of another contractor in the performance of a contract with the recipient, epidemics, quarantine
restrictions, strikes, freight embargoes; and
2. the contractor, within [10] days from the beginning of any delay, notifies RGRTA in writing of the
causes of delay. If in the judgment of RGRTA, the delay is excusable, the time for completing the work
shall be extended. The judgment of RGRTA shall be final and conclusive on the parties, but subject to
appeal under the Disputes clauses.
If, after termination of the Contractor's right to proceed, it is determined that the contractor was not in
default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the
termination had been issued for the convenience of the Recipient.
i. Termination for Convenience or Default (Architect & Engineering) RGRTA may terminate this
contract in whole or in part, for the Recipient's convenience or because of the failure of the contractor to
fulfill the contract obligations. RGRTA shall terminate by delivering to the contractor a Notice of
Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice,
the contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise),
and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries,
and other information and materials accumulated in performing this contract, whether completed or in
process.
If the termination is for the convenience of the Recipient, the Contracting Officer shall make an equitable
adjustment in the contract price but shall allow no anticipated profit on unperformed services.
If the termination is for failure of the contractor to fulfill the contract obligations, the Recipient may
complete the work by contact or otherwise and the contractor shall be liable for any additional cost incurred
by the Recipient.
If, after termination for failure to fulfill contract obligations, it is determined that the contractor was not in
default, the rights and obligations of the parties shall be the same as if the termination had been issued for
the convenience of the Recipient.
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j. Termination for Convenience of Default (Cost-Type Contracts) RGRTA may terminate this contract,
or any portion of it, by serving a notice or termination on the contractor. The notice shall state whether the
termination is for convenience of RGRTA or for the default of the contractor. If the termination is for
default, the notice shall state the manner in which the contractor has failed to perform the requirements of
the contract. The contractor shall account for any property in its possession paid for from funds received
from RGRTA, or property supplied to the contractor by RGRTA. If the termination is for default, RGRTA
may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any,
of work performed up to the time of termination. The contractor shall promptly submit its termination claim
to RGRTA and the parties shall negotiate the termination settlement to be paid the contractor.
If the termination is for the convenience of RGRTA, the contractor shall be paid its contract close-out costs,
and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time
of termination.
If, after serving a notice of termination for default, RGRTA determines that the contractor has an excusable
reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the
control of the contractor, RGRTA, after setting up a new work schedule, may allow the contractor to
continue work, or treat the termination as a termination for convenience.
22. Certification Regarding, Suspension, and Other Responsibility Matters Lower Tier Covered Transactions (Third Party Contracts over $25,000).
Instructions for Certification
1. By signing and submitting this proposal, the prospective lower tier participant is providing the signed
certification as set out below.
2. The certification in this clause is a material representation of fact upon which reliance was placed when
this transaction was entered into. If it is later determined that the prospective lower tier participant
knowingly rendered an erroneous certification, in addition to other remedies available to the Federal
Government, grantee may pursue available remedies, including suspension and/or debarment.
3. The prospective lower tier participant shall provide immediate written notice to grantee if at any time the
prospective lower tier participant learns that its certification was erroneous when submitted or has become
erroneous by reason of changed circumstances.
4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction,"
"participant," "persons," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the
meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549
[49 CFR 29].
5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed
covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with
a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this
covered transaction, unless authorized in writing by grantee.
6. The prospective lower tier participant further agrees by submitting this proposal that it will include the
clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -
Lower Tier Covered Transaction", without modification, in all lower tier covered transactions and in all
solicitations for lower tier covered transactions.
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7. A participant in a covered transaction may rely upon a certification of a prospective participant in a
lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the
covered transaction, unless it knows that the certification is erroneous. A participant may decide the method
and frequency by which it determines the eligibility of its principals. Each participant may, but is not
required to, check the Nonprocurement List issued by US General Service Administration.
8. Nothing contained in the foregoing shall be construed to require establishment of system of records in
order to render in good faith the certification required by this clause. The knowledge and information of a
participant is not required to exceed that which is normally possessed by a prudent person in the ordinary
course of business dealings.
9. Except for transactions authorized under Para. 5 of these instructions, if a participant in a covered
transaction knowingly enters into a lower tier covered transaction with a person who is suspended,
debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to all
remedies available to the Federal Government, grantee may pursue available remedies including suspension
and/or debarment.
"Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -
Lower Tier Covered Transaction"
(1) The prospective lower tier participant certifies, by submittal of this proposal, that neither it nor its
"principals" [as defined at 49 CFR 29.105(p)] is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department
or agency.
(2) When the prospective lower tier participant is unable to certify to the statements in this certification,
such prospective participant shall attach an explanation to this proposal.
23. Contracts Involving Federal Privacy Act Requirements - The following requirements apply to the
contractor and its employees that administer any system of records on behalf of the Federal Government
under any contract:
(1) The contractor shall comply with, and assures the compliance of its employees with, the information
restrictions and other applicable requirements of the Privacy Act of 1974, 5 USC 552a. Among other
things, the contractor shall obtain the express consent of the Federal Government before the contractor or
its employees operate a system of records on behalf of the Federal Government. The contractor understands
that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act,
apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result
in termination of the underlying contract.
(2) The contractor shall also include these requirements in each subcontract to administer any system of
records on behalf of the Federal Government financed in whole or in part with FTA assistance.
24. Civil Rights - The following requirements apply to the underlying contract:
(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 USC 2000d,
Sec. 303 of the Age Discrimination Act of 1975, as amended, 42 USC 6102, Sec. 202 of the Americans
with Disabilities Act (ADA) of 1990, 42 USC 12132, & 49 USC 5332, Contractor shall not discriminate
against any employee or applicant for employment because of race, color, creed, national origin, sex, age,
or disability. Contractor shall also comply with applicable Federal implementing regulations and other
requirements FTA may issue.
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(2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to
the underlying contract:
(a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as
amended, 42 USC 2000e, and 49 USC 5332, the contractor shall comply with all applicable equal
employment opportunity requirements of USDOL regulations, "Office of Federal Contract Compliance
Programs, Equal Employment Opportunity, USDOL," 41 CFR 60 et seq., (which implement Executive
Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375,
"Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 USC 2000e note), and
with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the
future affect construction activities undertaken in the course of the project. The contractor shall take
affirmative action to ensure that applicants are employed, and that employees are treated during
employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall
include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or
recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. In addition, the contractor agrees to comply with any implementing
requirements FTA may issue.
(b) Age - In accordance with Sec. 4 of the Age Discrimination in Employment Act of 1967, as amended, 29
USC 623 and 49 USC 5332, the contractor shall refrain from discrimination against present and prospective
employees for reason of age. The contractor shall also comply with any implementing requirements FTA
may issue.
(c) Disabilities - In accordance with Sec. 102 of the Americans with Disabilities Act (ADA), as amended,
42 USC 12112, the contractor shall comply with the requirements of US Equal Employment Opportunity
Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with
Disabilities Act," 29 CFR 1630, pertaining to employment of persons with disabilities. The contractor shall
also comply with any implementing requirements FTA may issue.
(3) The contractor shall include these requirements in each subcontract financed in whole or in part with
FTA assistance, modified only if necessary to identify the affected parties.
25. Disputes - Disputes arising in the performance of this contract which are not resolved by agreement of
the parties shall be decided in writing by RGRTA’s authorized representative. This decision shall be final
and conclusive unless within ten days from the date of receipt of its copy, the contractor mails or otherwise
furnishes a written appeal to RGRTA’s CEO. In connection with any such appeal, the contractor shall be
afforded an opportunity to be heard and to offer evidence in support of its position. The decision of
RGRTA’s CEO shall be binding upon the contractor and the contractor shall abide by the decision.
Performance During Dispute - Unless otherwise directed by RGRTA, the contractor shall continue
performance under this contract while matters in dispute are being resolved.
Claims for Damages - Should either party to the contract suffer injury or damage to person or property
because of any act or omission of the party or of any of his employees, agents or others for whose acts he is
legally liable, a claim for damages therefore shall be made in writing to such other party within a
reasonable time after the first observance of such injury of damage.
Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in
question between RGRTA and the contractor arising out of or relating to this agreement or its breach will
be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within New
York State.
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Rights and Remedies - The duties and obligations imposed by the contract documents and the rights and
remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights
and remedies otherwise imposed or available by law. No action or failure to act by RGRTA, its agents or
contractor shall constitute a waiver of any right or duty afforded any of them under the contract, nor shall
any such action or failure to act constitute an approval of or acquiescence in any breach hereunder, except
as may be specifically agreed in writing.
26. Patent and Rights Data
A. Rights in Data - The following requirements apply to contracts involving experimental, developmental
or research work:
(1) The term "subject data" used in this clause means recorded information, whether or not copyrighted,
that is delivered or specified to be delivered under the contract. The term includes graphic or pictorial
delineation in media such as drawings or photographs; text in specifications or related performance or
design-type documents; machine forms such as punched cards, magnetic tape, or computer memory
printouts; and information retained in computer memory. Examples include, but are not limited to:
computer software, engineering drawings and associated lists, specifications, standards, process sheets,
manuals, technical reports, catalog item identifications, and related information. The term "subject data"
does not include financial reports, cost analyses, and similar information incidental to contract
administration.
(2) The following restrictions apply to all subject data first produced in the performance of the contract to
which this Attachment has been added:
(a) Except for its own internal use, RGRTA or contractor may not publish or reproduce subject data in
whole or in part, or in any manner or form, nor may the purchaser or contractor authorize others to do so,
without the written consent of the US Government, until such time as the US Government may have either
released or approved the release of such data to the public; this restriction on publication, however, does
not apply to any contract with an academic institution.
(b) In accordance with 49 CFR 18.34 and 49 CFR 19.36, the US Government reserves a royalty-free, non-
exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for
"US Government purposes," any subject data or copyright described in subsections (2)(b)1 and (2)(b)2 of
this clause below. As used in the previous sentence, "for US Government purposes," means use only for the
direct purposes of the Federal Government. Without the copyright owner's consent, the US Government
may not extend its Federal license to any other party.
1. Any subject data developed under that contract, whether or not a copyright has been obtained; and
2. Any rights of copyright purchased by the purchaser or contractor using FTA assistance in whole or in
part.
(c) When FTA awards assistance for experimental, developmental, or research work, it is FTA's general
intention to increase transportation knowledge available to the public, rather than to restrict the benefits
resulting from the work to participants in that work. Therefore, unless FTA determines otherwise, the
purchaser and the contractor performing experimental, developmental, or research work required by the
underlying contract to which this Attachment is added agrees to permit FTA to make available to the
public, either FTA's license in the copyright to any subject data developed in the course of that contract, or
a copy of the subject data first produced under the contract for which a copyright has not been obtained. If
the experimental, developmental, or research work, which is the subject of the underlying contract, is not
completed for any reason whatsoever, all data developed under that contract shall become subject data as
defined in subsection (a) of this clause and shall be delivered as the US Government may direct. This
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subsection (c), however, does not apply to adaptations of automatic data processing equipment or programs
for the purchaser or contractor's use whose costs are financed in whole or in part with FTA assistance
provided for transportation capital projects.
(d) Unless prohibited by state law, upon request by the US Government, the purchaser and the contractor
agree to indemnify, save, and hold harmless the US Government, its officers, agents, and employees acting
within the scope of their official duties against any liability, including costs and expenses, resulting from
any willful or intentional violation by the purchaser or contractor of proprietary rights, copyrights, or right
of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data
furnished under that contract. Neither the purchaser nor the contractor shall be required to indemnify the
US Government for any such liability arising out of the wrongful act of any employee, official, or agent of
the US Government.
(e) Nothing contained in this clause on rights in data shall imply a license to the US Government under any
patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal
Government under any patent.
(f) Data developed by the purchaser or contractor and financed entirely without using Federal assistance
that has been incorporated into work required by the underlying contract to which this Attachment has been
added is exempt from the requirements of subsections (b), (c), and (d) of this clause, provided that the
purchaser or contractor identifies that data in writing at the time of delivery of the contract work.
(g) Unless FTA determines otherwise, the contractor agrees to include these requirements in each
subcontract for experimental, developmental, or research work financed in whole or in part with Federal
assistance provided by FTA.
(3) Unless the Federal Government later makes a contrary determination in writing, irrespective of the
Contractor's status (i.e., a large business, small business, state government or state instrumentality, local
government, nonprofit organization, institution of higher education, individual, etc.), the Purchaser and the
contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due
the Federal Government as described in US Department of Commerce regulations, "Rights to Inventions
Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and
Cooperative Agreements," 37 CFR 401.
(4) The contractor shall include these requirements in each subcontract for experimental, developmental, or
research work financed in whole or in part with FTA assistance.
B. Patent Rights - These requirements apply to each contract involving experimental, developmental, or
research work:
(1) General - If any invention, improvement, or discovery is conceived or first actually reduced to practice
in the course of or under the contract to which this attachment has been added, and that invention,
improvement, or discovery is patentable under the laws of the US or any foreign country, RGRTA and the
contractor shall provide immediate notice and a detailed report to the FTA.
(2) Unless the US Government later makes a contrary determination in writing, irrespective of the
contractor's status (a large business, small business, state government or state instrumentality, local
government, nonprofit organization, institution of higher education, individual), the purchaser and the
contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due
the US Government as described in US Department of Commerce regulations, "Rights to Inventions Made
by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts & Cooperative
Agreements," 37 CFR 401.
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(3) The contractor shall include the requirements of this clause in each subcontract for experimental,
developmental, or research work financed in whole or in part with FTA assistance.
27. Transit Employee Protective Provisions. (1) The contractor shall comply with applicable transit
employee protective requirements as follows:
(a) General Transit Employee Protective Requirements - To the extent that FTA determines that transit
operations are involved, the contractor agrees to carry out the transit operations work on the underlying
contract in compliance with terms and conditions determined by USDOL to be fair and equitable to protect
the interests of employees employed under this contract and to meet the employee protective requirements
of 49 USC A 5333(b), and USDOL guidelines at 29 CFR 215, and any amendments thereto. These terms
and conditions are identified in the letter of certification from USDOL to FTA applicable to RGRTA's
project from which FTA assistance is provided to support work on the underlying contract. The contractor
agrees to carry out that work in compliance with the conditions stated in that USDOL letter. The
requirements of this subsection (1), however, do not apply to any contract financed with FTA assistance
either for projects for elderly individuals and individuals with disabilities authorized by 49 USC 5310(a)(2),
or for projects for nonurbanized areas authorized by 49 USC 5311. Alternate provisions for those projects
are set forth in subsections (b) and (c) of this clause.
(b) Transit Employee Protective Requirements for Projects Authorized by 49 USC 5310(a)(2) for Elderly
Individuals & Individuals with Disabilities - If the contract involves transit operations financed in whole or
in part with Federal assistance authorized by 49 USC 5310(a)(2), and if USDOT has determined or
determines in the future that the employee protective requirements of 49 USC 5333(b) are necessary or
appropriate for the state and the public body subrecipient for which work is performed on the underlying
contract, the contractor agrees to carry out the Project in compliance with the terms and conditions
determined by USDOL to meet the requirements of 49 USC 5333(b), USDOL guidelines at 29 CFR 215,
and any amendments thereto. These terms and conditions are identified in the USDOL's letter of
certification to FTA, the date of which is set forth in the Grant Agreement or Cooperative Agreement with
the state. The contractor shall perform transit operations in connection with the underlying contract in
compliance with the conditions stated in that USDOL letter.
(c) Transit Employee Protective Requirements for Projects Authorized by 49 USC 5311 in Nonurbanized
Areas - If the contract involves transit operations financed in whole or in part with FTA assistance
authorized by 49 USC 5311, the contractor shall comply with the terms and conditions of the Special
Warranty for the Nonurbanized Area Program agreed to by the USDOT and USDOL, dated May 31, 1979,
and the procedures implemented by USDOL or any revision thereto. The contractor shall also include any
applicable requirements in each subcontract involving transit operations financed in whole or in part with
FTA assistance.
28. Disadvantaged Business Enterprise (DBE) 49 CFR 26 -
(a) This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26,
Participation by Disadvantaged Business Enterprises in USDOT Financial Assistance Programs. The
national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. RGRTA’s overall
goal for DBE participation is 8%. A separate contract goal may be established for this procurement.
(b) The contractor, subgrantee or subcontractor shall not discriminate on the basis of race, color, national
origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of
49 CFR 26 in the award and administration of this contract. The contractor’s failure to carry out these
requirements is a material breach of this contract, which may result in the termination of this contract or
such other remedy as RGRTA deems appropriate. Each subcontract shall include the assurance in this
paragraph (see 49 CFR 26.13(b)).
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(c) Proposers shall document sufficient DBE participation to meet RGRTA’s goals or, alternatively, shall
document adequate good faith efforts to do so, as provided for in 49 CFR 26.53.
(d) The contractor shall pay all subcontractors performing work related to the contract for satisfactory
performance of that work no later than 30 days after the contractor’s receipt of payment for that work from
RGRTA. In addition, the contractor shall return any retainage payments to those subcontractors within 30
days after the subcontractor's work related to this contract is satisfactorily completed. If the contract
involves incremental retainage payments, the contractor shall return any retainage payments to those
subcontractors within 30 days after incremental acceptance of the subcontractor’s work by RGRTA and
contractor’s receipt of the partial retainage payment related to the subcontractor’s work..
(e) The contractor shall notify RGRTA within five (5) business days, whenever a DBE subcontractor
performing work related to this contract is terminated or fails to complete its work, and shall make good
faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The
contractor may not terminate any DBE subcontractor and perform that work through its own forces or those
of an affiliate without prior written consent of RGRTA.
29. State & Local Law Disclaimer - The use of many of the suggested clauses are not governed by
Federal law, but are significantly affected by State law. The language of the suggested clauses may need to
be modified depending on State law, and that before the suggested clauses are used in the contractor’s
procurement documents, the contractor should consult its attorney.
30. Incorporation of FTA Terms - The preceding provisions include, in part, certain Standard Terms &
Conditions required by USDOT, whether or not expressly set forth in the preceding contract provisions. All
USDOT-required contractual provisions, as set forth in FTA Circular 4220.1E, dated June 19, 2003, are
hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated
terms shall be deemed to control in the event of a conflict with other provisions contained in this contract.
The contractor shall not perform any act, fail to perform any act, or refuse to comply with any request that
would cause RGRTA to be in violation of FTA terms and conditions.
31. Drug & Alcohol Testing - RGRTA shall establish and implement a drug and alcohol testing program
complying with 49 CFR 653 & 654, produce any documentation necessary to establish its compliance with
49 CFR 653 & 654, and permit any authorized representative of USDOT or its operating administrations,
or the State of New York, to inspect the facilities and records associated with the implementation of the
drug and alcohol testing program as required under 49 CFR 653 and 654 and review the testing process.
RGRTA further agrees to annually certify compliance with 49 CFR 653 and 654 and to submit the
Management Information System (MIS) reports. To certify compliance the contractor shall use the
"Substance Abuse Certifications" in the "Annual List of Certifications & Assurances for FTA Grants &
Cooperative Agreements," published annually in the Federal Register.
32. Prohibition Against Exclusionary or Discriminatory Specifications – Apart from inconsistent
requirements imposed by Federal statute or regulations, the contractor shall comply with the requirements
of 49 USC 5323(h)(2) by refraining from using any FTA assistance to support procurements using
exclusionary or discriminatory specifications.
33. Conformance with ITS National Architecture – The contractor shall conform, to the extent
applicable, to the National Intelligent Transportation Standards architecture in compliance with Sec.
5206(e) of TEA-21, 23 USC 502 note, and with FHWA/FTA’s “Transportation Equity Act for the 21st
Century; Interim Guidance on Conformity with the National Intelligent Transportation Systems (ITS)
Architecture and Standards” 63 Federal Register 70443 et seq. Dec. 21, 1998, and other subsequent Federal
directives that may be issued.
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34. Access Requirements for Persons with Disabilities – The contractor shall comply with the
requirements of 49 USC 5301(d) which states the Federal policy that the elderly and persons with
disabilities have the same rights as other persons to use mass transportation service and facilities and that
special efforts shall be made in planning and designing those services and facilities to implement that
policy. The contractor shall also comply with all applicable requirements of Sec. 504 of the Rehabilitation
Act of 1973, as amended, 29 USC 794, which prohibits discrimination on the basis of handicaps, and the
Americans with Disabilities Act of 1990 (ADA), as amended, 42 USC 12101 et seq., which requires that
accessible facilities and services be made available to persons with disabilities, including any subsequent
amendments thereto.
35. Notification of Federal Participation – To the extent required by law, in the announcement of any
third party contract award for goods and services (including construction services) having an aggregate
value of $500,000 or more, the contractor shall specify the amount of Federal assistance to be used in
financing that acquisition of goods and services and to express that amount of Federal assistance as a
percentage of the total cost of the third party contract.
36. Interest of Members or Delegates to Congress - No members of, or delegates to, the US Congress
shall be admitted to any share or part of this contract nor to any benefit arising therefrom.
37. Equal Employment Opportunity (EEO) & Fair Employment Practices - During the performance
of this contract, the contractor agrees as follows:
The contractor shall not discriminate against any employee or applicant for employment because of race,
religion, color, age, marital status, disability, sex, or national origin. The contractor shall take affirmative
action to ensure that applicants are employed and that employees are treated during employment without
regard to their race, religion, color, age, marital status, disability, sex, or national origin. Such action shall
include, but not be limited to the following employment upgrading, demotion, or transfer; recruitment or
recruitment advertising; layoff or training, including apprenticeship. The contractor shall post in
conspicuous places, available to employees and applicants for employment, notices to be provided setting
forth the provisions of this nondiscrimination clause.
The contractor shall comply with Executive Order 11246, and unless otherwise exempt under the rules,
regulations, subject to EEO requirements as set forth in FPR 1-12.803.2, said clause being herewith
incorporated into this contract by reference. In support of RGRTA’s EEO Contract Compliance
Requirements, all proposals shall be accompanied by the following executed documents.
(1) Affidavit of Non-Discrimination
(2) Employer Information Report (EEO-1)
(3) Bidder/Proposer Policy Statement on Equal Employment
(4) Affirmative Action Questionnaire
The contractor for itself, its assignees and successors in interest agrees as follows:
Compliance Requirements - The contractor shall comply with the Regulations relative to non-
discrimination in Federally-assisted programs of USDOT, 49 CFR 21, as they may be amended
from time to time (hereinafter referred to as the Regulations), which are herein incorporated by
reference and made a part of this contract.
Non-Discrimination - During the performance of this contract, the contactor agrees as follows:
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(1) The contractor shall, in all solicitations or advertisements for employees placed by, or on
behalf of, the contractor, state that all qualified applicants will receive consideration for
employment without regard to race, religion, color, age, marital status, disability, sex, or
national origin.
(2) The contractor shall send to each labor union or representative or workers, with which it has
a collective bargaining agreement or other contract or understanding, a notice to be provided
advising the said labor union or workers’ representative of the contractor’s commitments
under this section, and shall post copies of the notice in conspicuous places available to
employees and applicants for employment.
(3) The contractor shall furnish all information and reports required by Executive Order 11246,
and by rules, regulations, and orders of the USDOL for purposes of investigation to ascertain
compliance with such rules, regulations, and orders.
(4) In the event of the contractor’s noncompliance with the nondiscrimination clauses of this
contract or with any of the said rules, regulations, or orders, this contract may be cancelled,
terminated, or suspended in whole or in part, and the contractor may be declared ineligible for
further federally-assisted contracts in accordance with procedures authorized in Executive Order
11246, and such other sanctions may be imposed and remedies invoked as provided in Executive
Order 11246, or by USDOL rule, regulations, or order, or as otherwise provided by law.
(5) The contractor shall include the portion of the sentence immediately preceding para. (1) and
the provisions of para. (1) through (6) in every subcontract or purchase order unless exempted by
USDOL rules, regulations or orders issued pursuant to Sec. 204 of Executive Order 11246, so that
such provisions will be binding upon each subcontractor or vendor.
(6) The contractor shall take such action with respect to any subcontract or purchase order as the
administering agency may direct as a means of enforcing such provisions, including sanctions for
noncompliance; provided, however, that in the event if a contractor becomes involved in, or is
threatened with, litigation with a subcontractor or vendor as a result of such direction by the
administering agency, the contractor may request the US Government to enter into such litigation
to protect the interest of the United States.
Incorporation of Provisions - The contractor shall include the provisions of para. (1-8) in every
subcontract, including procurements of materials and leases of equipment, unless exempt by
regulation, or directives issued pursuant thereto. The contractor shall take such action with respect
to any subcontract or procurements as RGRTA or FTA may direct as a means of enforcing such
provisions, including sanctions for noncompliance; provided, however, that in the event a
contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as
a result of such direction, the contractor may request RGRTA to enter into such litigation to protect
the interests of RGRTA and, in addition, the contractor may request the US Government to enter
into such litigation to protect the interests of the United States.
38. Affirmative Action/Equal Employment Opportunity Policy & Requirements It is the policy
of RGRTA and the USDOT that disadvantaged business enterprises, as defined in 49 CFR 26, shall have
the maximum opportunity to participate in the performance of contracts financed in whole or in part with
federal funds under this agreement. Consequently, the DBE requirements of 49 CFR 26 apply to this
agreement.
DBE Obligation RGRTA and its contractors shall ensure that DBEs as defined in 49 CFR 26 have the
maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or
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in part with federal funds provided under this agreement. In this regard, RGRTA and its contractors shall
take all necessary and reasonable steps in accordance with 49 CFR 26 to ensure that disadvantage business
enterprises have the maximum opportunity to compete for and perform contracts. RGRTA shall not
discriminate on the basis of race, color, religion, marital status, disability, age, national origin, or sex in the
award and performance of USDOT-assisted contracts.
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest
agrees as follows:
a. Compliance with Regulations: The contractor shall comply with the regulations relative to non-
discrimination in federally-assisted programs of the USDOT, 49 CFR 21, as they may be amended
from time to time (hereinafter referred to as the Regulations), which are herein incorporated by
reference and made a part of this contract.
b. Solicitations for Subcontracts, Including Procurement of Materials and Equipment: In all solicitations
either by competitive bidding or negotiation made by the contractor for work to be performed under a
subcontract, including procurement of materials or leases of equipment, each potential subcontractor or
supplier shall be notified by the contractor of the contractor’s obligations under this contract and the
regulations relative to non-discrimination on the grounds of race, color, sex, marital status, disability,
age, or national origin.
Equal Employment Opportunity In connection with the execution of this contract, the contractor shall
ensure that applicants are employed, and that employees are treated during their employment, without
regard to their race, religion, marital status, age, disability, color, sex, or national origin. Such action shall
include, but not be limited to the following: employment, training, upgrading, demotion, or transfer;
recruitment advertising; layoff or termination; rates of pay, or other forms of compensation and selection of
training, including apprenticeship.
Disadvantaged Business Enterprise (DBE) In connection with the performance of this contract, the
contractor will cooperate with RGRTA in meeting its commitments and goals with regard to the maximum
utilization of DBEs and will use its best efforts to insure that DBEs shall have the maximum practicable
opportunity to compete for subcontracts under this contract.
The contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or
sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR
26 in the award and administration of USDOT-assisted contracts. Failure by the contractor to carry out
these requirements is a material breach of this contract, which may result in the termination of this contract
or such other remedy, as RGRTA deems appropriate.
RGRTA, in accordance with 49 CFR 26, Title VI of the Civil Rights Act of 1964 and 49 CFR 21, non-
discrimination in Federally-assisted programs issued pursuant to such Act, and Sec. 105 (F) of the Surface
Transportation Assistance Act of 1982 and Sec. 10g (c) of the Surface Transportation & Uniform
Relocation Assistance Act (STURAA) of 1987, hereby notifies all bidders that it shall affirmatively insure
that DBE’s will be afforded full opportunity to submit bids and will not be discriminated against on the
grounds of race, color, sex, national origin, marital status, religion, or age in consideration for an award.
Termination A prime contractor shall not terminate a DBE subcontractor for convenience and then
perform the work with its own forces or its affiliate's.
Prompt Payment Contractor agrees to pay each subcontractor and supplier under this contract for
satisfactory performance of its contract no later than thirty (30) calendar days from the date the contractor
receives payment from RGRTA. Contractor further agrees to return retainage payments to each
subcontractor within thirty (30) calendar days from the date of the satisfactory completion of the
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subcontractor’s work. Any delay or postponement of payment may occur only for good cause following
RGRTA’s written approval. This clause applies to both DBE and non-DBE subcontractors.
The term “Disadvantaged Business Enterprise (DBE)” as used in this program means a small business
concern (a) which is at least 51% owned and controlled by one or more of the presumptive group of
socially and economically disadvantaged individuals, or in the case of any publicly-owned business, at least
51% of the stock of which is owned and controlled by one or more socially and economically
disadvantaged individuals; and (b) whose management and daily business operations are controlled by one
or more of the socially and economically disadvantaged individuals who own it.
The term “Small Business Concern” as used in this program means a small business as defined pursuant
to Sec. 3 of the Small Business Act and relevant regulations promulgated pursuant thereto.
The term “Disadvantaged Person” as used in this program means “socially and economically
disadvantaged individuals, means those individuals who are citizens of the US (or lawfully admitted
permanent residents) and who are women; Black American (includes persons having origins in Mexico,
Puerto Rico, Cuba, Portugal, Central and South America, the Dominican Republic, or Iberian Peninsula;
Native Americans (includes persons who are American Indian, Eskimo, Aleut, and native Hawaiian) Asian
Pacific Americans (includes persons having origins in Japan, China, Taiwan, Korea, Vietnam, Laos,
Cambodia, the Philippines, Samoa, Guam, and US Trust Territories of the Pacific Islands and the Northern
Marinas); Asian-Indian Americans (includes persons whose origins are from India, Pakistan and
Bangladesh) and other minorities or individuals found to be disadvantaged by the Small Business
Administration pursuant to Sec. 8 (a) of the Small Business Act, as amended (15 USC 637 (a)).
The term “Social Disadvantage” as used in this program means a condition which is directly attributable
to a person’s color, national origin, gender, physical handicap, long-term residence in an environment
isolated from the mainstream of American society, or other similar cause beyond the individual’s control.
It is a condition which is rooted in treatment the individual has experienced in American society (not in
other countries) and which has negatively affected his or her entry into/advancement in the business world.
This condition must be chronic, long-standing, and substantial and must have been personally suffered by
the individual.
The term “Economic Disadvantage” as used in this program means a condition of socially-disadvantaged
individuals which impedes their ability to compete in the free enterprise system due to diminished capital
and credit opportunities as compared to others in the same or similar line of business and competitive
market area who are not socially disadvantaged.
The term “Owned and Controlled” as used in this program means a business that is (1) a sole
proprietorship legitimately owned by an individual who is disadvantaged, a minority, or a woman; (2) a
partnership of joint venture controlled by above persons and in which at least 51% of the beneficial
ownership interest is held by these persons; or (3) a corporation or other entity controlled by above persons
and in which at least 51% of the beneficial ownership interests legitimately are held by these persons; and
(4) a corporation or other entity in which the disadvantaged or women-participation extends to the
management and daily business operations insuring ownership and control.
The term “Joint Venture” as used in this program means an agreement between two (2) entities engaged
in a single specific business venture for joint profit. An association of two (2) or more businesses to carry
out a single business enterprise for profit in which they combine their property, efforts, skills, and
knowledge. This association is limited in scope and duration and not on a continuing or permanent basis
for conducting business. A Joint Venture cannot be certified as a DBE regardless of the percentage of DBE
participation. Only the partner firm that is owned and controlled by socially and economically
disadvantaged individuals and meet the eligibility standards set forth in this section can be certified as a
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DBE (as appropriate). The DBE partner must be responsible for a clearly defined portion of work to be
performed and shared in the ownership, control, management’s responsibilities, risks, and profits of the
joint venture. Only the DBE’s partner’s participation will be credited toward the DBE goal. Contract
awards to businesses that are joint ventures with DBE components shall be counted towards fulfilling
RGRTA’s DBE goal on the basis of percentage ownership for the eligible DBE in the joint venture. Where
DBE ownership is 51% or greater, 100% of the dollar value is counted. Each DBE partner in a joint
venture shall complete and submit all necessary ownership documentation and information which may be
requested in order to substantiate its eligibility as a bona fide DBE.
The term “Certification” used in this program means the process by which a business is determined to be a
bona fide DBE.
39. Ineligible Contractors and Subcontractors - Any name appearing upon the Comptroller General’s
list of ineligible contractors for federally financed and assisted contracts shall not be eligible to act as a
subcontractor for the contractor pursuant to this contract. If the contractor is on the Comptroller General’s
list of ineligible contractors for federally financed or assisted construction, RGRTA shall cancel, terminate
or suspend this contract.
40. Other Contract Requirements - To the extent consistent with the foregoing Federal requirements,
this contract shall also include those standard clauses attached hereto, and shall comply with RGRTA’s
Procurement Guidelines, available upon request from RGRTA.
41. Compliance With Federal Regulations - Any contract entered pursuant to this solicitation shall
contain the following provisions:
All USDOT-required contractual provisions, as set forth in FTA Circular 4220.1E, “Third Party
Contracting Requirements,” dated June 19, 2003, are incorporated by reference. Anything to the contrary
herein notwithstanding, FTA mandated terms shall control in the event of a conflict with other provisions
contained in this Agreement. Contractor shall not perform any act, fail to perform any act, or refuse to
comply with any grantee request that would cause RGRTA to be in violation of FTA terms and conditions.
Contractor shall comply with all applicable FTA regulations, policies, procedures and directives, including,
without limitation, those listed directly or incorporated by reference in the Master Agreement (Form FTA
MA(6) dated Oct. 1, 1999) between RGRTA and FTA, as may be amended or promulgated from time to
time during the term of this contract. Contractor’s failure to so comply shall constitute a material breach of
this contract.
42. Real Property - Any contract entered into shall contain the following provision:
Contractor shall at all times comply with all applicable statutes and USDOT regulations, policies,
procedures and directives governing the acquisition, use and disposal of real property, including, but not
limited to, 29 CFR 18.31, 49 CFR 24 Subpart B, FTA Circular 5010.1B (Grant Management Guidelines)
Chapter I-7(b), and FTA Master Agreement, Sec. 19 as they may be amended or promulgated during the
term of this contract. Contractor’s failure to so comply shall constitute a material breach of this contract.
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REQUIRED THIRD-PARTY CONTRACT CLAUSES
(excluding micro-purchases, except for construction contracts over $2,000)
REQUIREMENT COMMENTS MASTER
AGREEMENT REFERENCE
All FTA-Assisted Third-Party Contracts and Subcontracts
No Federal government obligations to third- parties by use of a disclaimer
§2.f
Program fraud and false or fraudulent statements and related acts
§3.f
Access to Records §15.t
Federal changes §2.c(1)
Civil Rights (EEO, Title VI & ADA) §12
Incorporation of FTA Terms Per FTA C 4220.1F §15.a
Energy Conservation §26
Awards Exceeding $10,000
Termination provisions 49 CFR Part 18 Not required of states §11
Awards Exceeding $25,000
Debarment and Suspension 2 CFR Parts 180 and 1200 §3.b
Awards Exceeding the Simplified Acquisition Threshold ($100,000)
Buy America When tangible property or construction will be acquired
§14.a
Provisions for resolution of disputes, breaches, or other litigation
§56
Awards Exceeding $100,000 by Statute
Lobbying §3.d
Clean Air §25.b
Clean Water §25.c
Transport of Property or Persons
Cargo Preference When acquiring property suitable for shipment by ocean vessel
§14.b
Fly America
When property or persons transported by air between U.S. and foreign destinations, or between foreign locations
§14.c
Construction Activities
Davis Bacon Act
Except for contracts <$2,000 or third party contracts for supplies, materials, or articles ordinarily available on the open market
§24.a
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REQUIRED THIRD-PARTY CONTRACT CLAUSES
(excluding micro-purchases, except for construction contracts over $2,000)
REQUIREMENT COMMENTS MASTER
AGREEMENT REFERENCE
Copeland Anti-Kickback Act
Section 1
Section 2 All Contracts >$2,000
§24.a
Contract Work Hours & Safety Standards Act Contracts >$100,000 §24.a
Bonding for construction activities exceeding $100,000
5% bid guarantee; 100% performance bond; and
Payment bond equal to:
50% for contracts < $1 M
40% for contracts > $1 M, but < $5 M
$2.5 M for contracts > $5 M Not required of states
§15.o(1)
Seismic Safety Contracts for construction of new buildings or additions to existing buildings
§23.e
Nonconstruction Activities
Nonconstruction Employee Protection (Contract Work Hours and Safety Standards Act)
Applicable to all turnkey, rolling stock and operational contracts (excluding contracts for transportation services) > $100,000
§24.b
Transit Operations
Transit Employee Protective Arrangements Applies to Section 5307, 5309, 5311 and 5316 projects
§24.d
Charter Service Operations §28
School Bus Operations §29
Drug and Alcohol Testing Safety sensitive functions. Applies to Section 5307, 5309 and 5311 projects
§32.b
Planning, Research, Development, and Documentation Projects
Patent Rights §17
Rights in Data and Copyrights §18
Miscellaneous Special Requirements
Disadvantaged Business Enterprises (DBEs) Contracts awarded on the basis of a bid or proposal offering to use DBEs §12.d
Prompt Payment and Return of Retainage Per 49 CFR Part 26, if grantee meets the threshold for a DBE program
§12.d
Recycled Products Contracts for items designated by EPA, when procuring $10,000 or more per year
§15.k
ADA Access Contracts for rolling stock or facilities construction/ renovation
§12.g
Assignability Clause Piggyback procurements §15.a
State Requirements
Special Notification Requirements for States §38
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REQUIRED CERTIFICATIONS, REPORTS, AND FORMS
(excluding micro-purchases, except for construction contracts over $2,000)
REQUIREMENT COMMENTS MASTER
AGREEMENT REFERENCE
Bus Testing Certification and Report Procurements of buses and modified mass produced vans
§15.n(4)
TVM Certifications Procurements of buses and modified mass produced vans
§12.d(1)
Buy America Certification Procurements of steel, iron or manufactured products > $100,000
§14.a
Pre-Award Audit Rolling stock procurements §15.n(3)
Pre-Award Buy America Certification Rolling stock procurements>$100,000 §15.n(3)
Pre-Award Purchaser’s Requirement Certification Rolling stock procurements §15.n(3)
Post-Delivery Audit Rolling stock procurements §15.n(3)
Post-Delivery Buy America Certification Rolling stock procurements >$100,000 §15.n(3)
Post-Delivery Purchaser’s Requirement Certification Rolling stock procurements §15.n(3)
On-Site Inspector’s Report
Rolling stock procurements for more than 10 vehicles for areas >200,000 in population and 20 for areas <200,000 in population
§15.n(3)
Federal Motor Vehicles Safety Standards Pre-Award and Post-Delivery Certification
Non-rail rolling stock procurements §15.n(3)
Excluded Parties Listing System search Procurements > $25,000 §3.b
Lobbying Certification Procurements > $100,000 §3.d(1)
Standard Form LLL and Quarterly Updates (when required)
Procurements > $100,000 where contractor engages in lobbying activities §3.d(1)
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OTHER REQUIRED ITEMS
REQUIREMENT COMMENTS FTA C 4220.1F
REFERENCES
Contract Administration System Ch. III, §3
Record of Procurement History Ch. III, §3.d(1)
Protest Procedures Ch. VII, §1
Selection Procedures Ch. III, §3d(1)(c)
Independent Cost Estimate Ch. VI, §6
Cost/Price Analysis Ch. VI, §6
Responsibility Determination Ch. VI, §8.b
Justification for Noncompetitive Awards If applicable Ch VI, §3.i(1)(b)
No excessive bonding requirements Ch. VI, §2.h(1)(f)
No exclusionary specifications Ch. VI, §2.a(4)
No geographic preferences Except for A&E services Ch. VI, §2.a(4)(g)
Evaluation of Options If applicable Ch. VI, §7.b
Exercise of Options Ch. V, §7.a
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APPLICABILITY OF THIRD-PARTY CONTRACT CLAUSES
(excluding micro-purchases, except for construction contracts over $2,000)
CLAUSE
TYPE OF PROCUREMENT
Professional Services/A&E
Operations/ Management/ Subrecipients
Rolling Stock Purchase
Construction Materials & Supplies
No Federal government obligations to third-parties by use of a disclaimer
All All All All All
Program fraud and false or fraudulent statements and related acts
All All All All All
Access to Records All All All All All
Federal changes All All All All All
Civil Rights (EEO, Title VI & ADA)
All All All All All
Incorporation of FTA Terms All All All All All
Energy Conservation All All All All All
Termination Provisions (not required of states)
>$10,000 >$10,000 >$10,000 >$10,000 >$10,000
Debarment and Suspension >$25,000 >$25,000 >$25,000 >$25,000 >$25,000
Buy America
>$100,000 >$100,000
>$100,000 (for steel, iron, manufactured
products)
Provisions for resolution of disputes, breaches, or other litigation
>$100,000 >$100,000 >$100,000 >$100,000 >$100,000
Lobbying >$100,000 >$100,000 >$100,000 >$100,000 >$100,000
Clean Air >$100,000 >$100,000 >$100,000 >$100,000 >$100,000
Clean Water >$100,000 >$100,000 >$100,000 >$100,000 >$100,000
Cargo Preference
Involving property that
may be transported by ocean vessel
Involving property that
may be transported by ocean vessel
Involving property that
may be transported by ocean vessel
Fly America
Involving foreign
transport or travel by air
Involving foreign
transport or travel by air
Involving foreign
transport or travel by air
Involving foreign
transport or travel by air
Involving foreign
transport or travel by air
Davis Bacon Act >$2,000
(including ferry vessels)
Copeland Anti-Kickback Act Section 1
Section 2
All
>$2,000 (including ferry
vessels)
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APPLICABILITY OF THIRD-PARTY CONTRACT CLAUSES
(excluding micro-purchases, except for construction contracts over $2,000)
CLAUSE
TYPE OF PROCUREMENT
Professional Services/A&E
Operations/ Management/ Subrecipients
Rolling Stock Purchase
Construction Materials & Supplies
Contract Work Hours & Safety Standards Act
>$100,000 >$100,000
>$100,000 (including ferry
vessels)
Bonding (not required of states) >$100,000
(including ferry vessels)
Seismic Safety A&E for new
buildings &additions
New buildings &additions
Transit Employee Protective Arrangements
Transit operations
funded with Section 5307, 5309, 5311 or 5316 funds
Charter Service Operations All
School Bus Operations All
Drug and Alcohol Testing
Transit operations funded with
Section 5307, 5309 or 5311
funds
Patent Rights Research
&development
Rights in Data and Copyrights requirements
Research &development
Disadvantaged Business Enterprises (DBEs)
All All All All All
Prompt Payment
All if threshold for DBE
program met
All if threshold for DBE
program met
All if threshold for DBE
program met
All if threshold for DBE
program met
All if threshold for DBE
program met
Recycled Products
Contracts for items
designated by EPA, when procuring
$10,000 or more per year
Contracts for items
designated by EPA, when procuring
$10,000 or more per year
Contracts for items
designated by EPA, when procuring
$10,000 or more per year
ADA Access A&E All All All
Special Notification Requirements for States
Limited to states
Limited to states
Limited to states
Limited to states
Limited to states
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APPENDIX C: CONTRACT ADMINISTRATION PROCEDURES
CONTRACT ADMINISTRATION SYSTEM
Any contract involving the expenditure of public funds is subject to review/audit during and after
performance to ensure that, at the very broadest level, the Government got what it paid for. This concept
means that, at the contract administration level, the file (standing alone and without need of interpretation
or augmentation of the contract administrator or other staff element) should demonstrate that the
Procurement Officer and the contractor have complied with the terms of the contract (i.e., bonds have been
submitted, contractual issues requiring the approval of the contracting officer have been submitted and
approved, requests for payment have been submitted, reviewed, approved, and processed, etc.) and that
contractual and administrative issues in dispute have been addressed and settled in accordance with good
administrative practice and sound business judgment.
I. Project Initiation
Proper actions taken immediately after contract award can be critical to the success of the project.
The first step to be taken by RGRTA will be to designate a Contract Administrator or Project
Manager for each project involving a contract. This individual will be the primary contract with
the contractor and is the only individual who, with proper consents and documentation, can
authorize changes to the contract. In most cases, this individual will be the staff member who lead
the procurement process for the project.
II. Monitoring Contractor Progress
The RGRTA Contract Administrator/Project Manager shall establish frequent and direct
communications with the Contractor. For complex projects and/or projects which require more
extensive periods of time to complete, RGRTA may establish regular progress meetings with
RGRTA and the Contractor; such meetings will assist in identifying and correcting problems as
they arise.
If a cost reimbursement or progress payment form of contract is used, the Congress
Administrator/Project Manager shall monitor contractor progress to ensure that the maximum
allowable contract amount is not exceeded and that funds are not paid to the contractor in an
amount greater than either the percentage of work completed or actual costs incurred.
RGRTA shall require two types of reports from contractors, both of which will be reviewed by the
Contract Officer:
Cost Control Report
Monthly progress report. This report should contain the status of the contractor’s work and
any problems or delays perceived by the contractor to completing the project on schedule
and/or within budget.
III. Process Payments
When contractor invoices are submitted to RGRTA, the Contract Administrator or Project Manager
shall compare the invoices to the Contract Document to ensure compliance with the price
information outlined in the contract.
IV. Modifying An Existing Contract
While FTA allows for contract terms up to 5 years in duration, RGRTA will typically structure
contracts for significant on-going services with a base term and options to extend for additional
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terms (e.g., one-year base with four additional one-year options, three-year base with two
additional one-year options, etc.). Occasionally, additional funding will be needed which exceeds
the amount of the originally awarded funding amount of the contract. The following represent
various modification scenarios and related documentation requirements:
1. Modification to extend term (where options to extend are in original contract)
Two copies of Renewal Request signed by vendor and RGRTA CEO.
2. Modification to extend term (where options to extend are not in original contract)
Two copies of Renewal Request signed by vendor and RGRTA CEO.
Sole source justification
Board of Commissioners Approval
3. Additional funding needed for work within the scope of a requirements contract and within
the original term of the contract
Board of Commissioners Approval
4. Increased scope of Work
Sole Source justification
Changes in Contract
Change Orders are agreements between the Authority and the vendor pursuant to which the scope
of the services being rendered by the vendor is changed and, when appropriate, the amount to be
paid to the Vendor also changes. Change Orders are permitted subject to the following.
Cardinal Changes
1. Cardinal Change means a significant change in contract work (property or services) that
causes a major deviation from the original purpose of the work or the intended method of
achievement, or a revision of contract work so extensive, significant, or cumulative that, in
effect, the Vendor is required to perform very different work from that described in the
original contract. Such practices are sometimes informally referred to as “tag-on.”
Examples:
a. Cardinal Changes - A change from a high-floor to a low-floor vehicle; a change in
the engine (depending on whether a compatible replacement could be obtained
through competition); or an extension of the contract term length agreed to after the
Authority has awarded the third party contract.
2. Not Cardinal Changes - Changes to seating, fabrics, and colors, exterior paint schemes,
signage, and floor covering, and other similar changes. A change within the scope of the
contract (sometimes referred to as an “in-scope” change) is not a “tag-on” or cardinal
change.
3. Any Cardinal Change to a contract shall be considered a new procurement and must
comply with all requirements under this Policy and Procedure as if it were a new
procurement. In determining whether a proposed change is a “Cardinal Change,” the
Authority shall consider the following factors.
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a. Changes in quantity or an “out-of-scope” change – Is the change just making a
minor adjustment which was contemplated fairly and reasonably by the parties
when then entered into the contract?
b. The nature and extent to the new work to be performed.
c. The amount of effort involved
d. Whether the change was originally contemplated at the time the original contract
was entered into.
e. The cumulative impact on the contract’s quantity, quality, costs and delivery terms.
Cost and Price Analysis Requirement
Circular 4220.1F states that “grantees must perform a cost or price analysis in connection with every
procurement action, including contract modifications.”
V. Terminating A Contract
Termination for Convenience
Termination for Default/Clause
VI. Contract Closeout
When the contracted services have been adequately performed and all invoices have been paid
under the contract, the contract will be closed out. Project Managers should submit a completed
Contract Closeout Memorandum to the Procurement Department. The Procurement Department
will change the status of the contract to “closed.” The contract file located in the Procurement
Department files will be removed from the active file section to the inactive section.
Documentation Relating to Contract Close-Out
A completed contract is one that is both physically and administratively complete. A contract is
physically complete only after all deliverable items and services called for under the contract have
been delivered and accepted by the grantee. These deliverable items include such things as reports,
spare parts, warranty documents, and proof of insurance (where required by the contract terms).
These deliverable items may or may not have been priced as discrete pay items in the contract, but
they are required deliverables, and the contract is not physically complete until all deliverables are
made. A contract is administratively complete when all payments have been made and all
administrative actions accomplished. The steps that must be completed to close out a contract will
depend upon the type and/or nature of the contract.
Routine commodity procurements – The closeout of routine purchase orders and contracts for
commodities and other commercial products is usually a straightforward and uncomplicated
process. The procurement person responsible for closeout will need to ensure that his end item
user has inspected and accepted the deliverable items as being in conformance with the purchase
order/contract specifications. An inspection/acceptance form should be in the file attesting to the
contractor’s delivery of all contract end items, including any descriptive literature or warranty
documentation. There must also be documentation attesting to final payment by the accounts
payable department.
Non-routine contracts for services, construction, rolling stock, etc. – Contracts for personal
services, complex equipment, construction, and other one-of-kind items will require a number of
steps to effect an administrative closeout. Major elements of the closeout process, and related
documentation, might include:
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a) Resolution of all contract changes, claims, and final quantities delivered.
b) Determination/recovery of liquidated damages.
c) Review of the insurance claim file by counsel/insurance specialist to determine if funds need to
be withheld from final payment to cover unsettled claims against the contractor.
d) Settlement of all subcontracts by prime contractor.
e) Performance of all inspections (and acceptance tests if any) by the grantee’s project
management office, with appropriate documentation.
f) Conduct of a cost audit for cost-reimbursement contracts and resolve questioned costs, if any.
g) Generation of a Contractor Performance Report. See Best Practice below.
h) The submittal of all required documentation by the Contractor, including such items as:
Final reports
Final payroll records and wage rate certifications
Spare parts list
Manufacturer’s Warranties and Guarantees
Final corrected shop drawings
Operation and maintenance manuals
Catalogues and brochures
Invention disclosure (if applicable)
Federally-owned property report (if there was Government-furnished property)
Resolution of final quantities (construction contracts)
Final invoice
Consent of Surety to release final payment to Contractor
Contractor’s Affidavit of Release of Liens
Contractor’s General Release (releasing the grantee from any further liabilities/claims
under the contract)
Maintenance Bond (if required)
i) Conduct a Post-delivery Audit for rolling stock contracts as required by 49 CFR Part 663 –
Pre-award and Post delivery Audits of Rolling Stock Purchases.
VII. Standard Contract Administration Functions
Responsibilities of the Contract Administration function include, to the extent they apply to
individual contracts, include:
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(1) Review contractors’ compensation structures.
(2) Review contractors’ insurance coverage.
(3) Conduct post-award orientation conferences.
(4) Review and evaluate contractors' proposals and, when negotiation will be accomplished by the
contracting officer, furnish comments and recommendations to that officer.
(5) Determine the allow-ability of costs suspended or disapproved, direct the suspension or
disapproval of costs when there is reason to believe they should be suspended or disapproved,
and approve final vouchers.
(6) Issue Notices of Intent to Disallow or Not Recognize Costs.
(7) Attempt to resolve issues , prepare findings of fact and issue decisions under the Disputes
clause on matters in which the administrative contracting officer (ACO) has the authority to
take definitive action.
(8) Review and approve or disapprove the contractor's requests for payments under the progress
payments or performance-based payments clauses.
(9) Ensure timely notification by the contractor of any anticipated overrun or under-run of the
estimated cost under cost-reimbursement contracts.
(10) Monitor the contractor's financial condition and advise the contracting officer when it
jeopardizes contract performance.
(11) Track any limitations (quarterly, etc.) on payments and recover overpayments from contractor.
(12) Issue tax exemption forms, upon request from contractors.
(13) Issue work requests under maintenance, overhaul, and modification contracts.
(14) Negotiate prices and execute supplemental agreements for spare parts and other items selected
through provisioning procedures when prescribed by agency acquisition regulations.
(15) Negotiate and execute contractual documents for settlement of partial and complete contract
terminations for convenience.
(16) Negotiate and execute contractual documents settling cancellation charges under multiyear
contracts.
(17) In facilities contracts--
(i) Evaluate the contractor's requests for facilities and for changes to existing facilities and
provide appropriate recommendations to the contracting officer;
(ii) Ensure required screening of facility items before acquisition by the contractor;
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(iii) Approve use of facilities on a noninterference basis; and
(iv) Ensure payment by the contractor of any rental due.
(18) Monitor contractor industrial labor relations matters under the contract; apprise the
Procurement Officer and, if designated by the agency, the appropriate labor relations advisor,
of actual or potential labor disputes; and coordinate the removal of urgently required material
from the strikebound contractor's plant upon instruction from, and authorization of, the
contracting officer.
(19) Ensure contractor compliance with contractual quality assurance requirements.
(20) Ensure contractor compliance with contractual safety requirements.
(21) Perform engineering surveillance to assess compliance with contractual terms for schedule,
cost, and technical performance in the areas of design, development, and production.
(22) Report any inadequacies noted in specifications.
(23) Review, approve or disapprove, and maintain surveillance of the contractor's purchasing
system.
(24) Consent to the placement of subcontracts.
(25) Review, evaluate, and approve disadvantaged and women-owned business subcontracting
plans.
(26) Obtain the contractor's currently approved plan for disadvantaged and women-owned
business subcontracting, or, if there is no currently approved plan, assist in developing such a
plan.
(27) By periodic surveillance, ensure contractors’ compliance with disadvantaged and women-
owned business subcontracting plans, and maintain documentation of the contractor's
performance under, and compliance with, these plans and requirements; and provide advice
and assistance to the firms involved, as appropriate.
(28) Assign and perform supporting contract administration.
(29) Ensure timely submission of required reports.
(30) Cancel unilateral purchase orders when notified of non-acceptance by the contractor..
(31) Accomplish administrative closeout procedures.
(32) Determine that the contractor has a drug-free workplace program and drug-free awareness
program.
(33) Monitor contractors’ compliance with the requirements of environmental laws including the
Resource Conservation and Recovery Act (RCRA) (42 U.S.C. 6901, et seq.) and other
environmental requirements as specified in the contract.
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(34) Verification of contractor compliance with specifications requiring the use of environmentally
preferable and energy-efficient materials and the use of materials or delivery of end items with
the specified recovered material content. This shall occur as part of the quality assurance
procedures set forth in Part 46.
VIII. Contract Administration Documents
Documents resulting as part of Contract Administration include, but are not limited to, the
following:
(1) Approvals or disapprovals of contract submittals required by the contract and requests for
waivers or deviations from contractual requirements;
(2) Modifications/changes to the contracts including the rationale for the change, change orders
issued, and documentation reflecting any time and or increases to or decreases from the
contract price as a result of those modifications;
(3) Documentation regarding settlement of claims and disputes including, as appropriate, results
of audit and legal reviews of the claims and approval by the proper authority (i.e., city
council, board of directors, executive director) of the settlement amount;
(4) Documentation regarding stop work and suspension of work orders and termination actions
(convenience as well as default); and
Best Practices Information
Establishing That a Contract Is Completed – It is generally the responsibility of the Project Manager (PM)
to establish that the work under a contract has been completed and the contract is ready for closeout. When
the PM determines that the work is complete, the PM should prepare a checklist showing all the contract
deliverables and submittals, and indicating on the checklist that all submittals and deliverables have been
reviewed, inspected and accepted. The PM should notify the contract administrator by memorandum that
the contract is complete and all required deliverables have been inspected and accepted.
Contract Closeout Checklist – The PM or contract administrator should have a contract closeout checklist,
listing all the administrative steps required to close out a contract. The checklist is an extremely useful tool
for the contract administrator or project manager who is responsible for contract closeout. Given the
different requirements for the various contracting situations, grantees may wish to have different checklists
for different types of contracts; e.g., commodities, services, construction, cost-type contracts, etc.
Contractor Performance Report – Documentation of a contractor’s performance for future source selection
decisions is an option that grantees should consider for certain types of procurements such as professional
services, complex equipment, construction, etc. These performance reports can be an important reference
point for future source-selection decisions. If the grantee chooses to document a contractor’s performance,
input to the report should be received from the technical office, contracting office, disadvantaged business
office (if contract contained DBE requirements) and end users of the product or service (if appropriate).
Contractors should be furnished with the report and given an opportunity to submit comments, rebutting
statements or additional information. The Contractor’s comments should be retained in the report file. It
would be advisable to have a review level above the grantee Procurement Officer to consider disagreements
between the parties regarding the evaluation. However, final decision on the content of the report must rest
with the grantee. Copies of the final evaluation should be furnished to the Contractor. Grantees should have
a time limit on the retention of these reports.1
1 - The Federal policy is to retain these reports for not more than three years [FAR Part 42.1503(e)].
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Review by legal counsel – For procurements involving services, construction, and larger dollar value
equipment purchases, grantees may wish to have their legal counsel review the closeout file to ensure the
adequacy of the contractor’s legal documents, including the contractor’s general release, insurance
certificates, surety’s release, maintenance bonds, etc.
Proof of insurance coverage – For all contracts requiring the Contractor to maintain insurance for its
products or services (e.g., professional liability or product liability insurance), the contract administrator
should obtain proof of insurance from the Contractor as part of the closeout process. This documentation
should be submitted to the grantee’s Insurance Department for approval prior to final payment of the
Contractor. The Insurance Department will be required to maintain these documents as “active” files until
such time as the insurance requirement ceases under the terms and conditions of the contract; i.e., these
insurance terms will continue past (survive) the final contract payment.
Final payment – The contract administrator (CA) must be sure that all administrative steps have been
accomplished prior to final payment. Contract administrators should make use of a contract closeout
checklist to the extent that the Program Manager’s checklist does not cover everything in the closeout
process (e.g., the contract administrator may have certain areas of concern not assigned to the Program
Manager). The CA must ensure that all required inspections have been performed by the technical program
office, and a memorandum has been received from the project manager certifying to the satisfactory
completion of the contract, which includes all required documentation from the Contractor, before they
authorize final payment or the release of any funds being retained under the contract. Contract
administrators need to pay careful attention to those types of documents that are notoriously problematic,
such as warranties. In fact, grantees may wish to consider making these warranty documents a pay item in
their contracts when the contract pay items are being established, so that the Contractor will be motivated
to deliver the documents in a timely manner, and there will be no dispute as to the proper amount that
should be paid for these items.
Contractor’s General Release – As part of the contract closeout process, the contract administrator must
send the Contractor a closeout letter that includes the Contractor’s “general release.” This document must
be a standard statement prepared by the grantee’s legal counsel for use on all of the grantee’s contracts.
The release will say that for the payment of a sum certain, which is the final contract amount agreed to by
both parties, the Contractor releases the grantee from any and all claims of every kind arising directly or
indirectly out of the contract. The release may also contain a certification that the contractor has paid its
subcontractors and suppliers for all their labor, materials, services, etc. furnished under the contract. The
release is to be signed by a corporate official authorized to bind the Contractor. The general release is
important to obtain prior to final payment because it assures the grantee that there will be no further claims
from the Contractor once the final payment has been made. The grantee should have the release reviewed
by its legal counsel if the Contractor makes any changes to the grantee’s standard release language that was
sent to the Contractor for signature. Of course it will be necessary for the grantee and the Contractor to
have resolved all open issues of a financial nature prior to the execution of the release (change orders,
claims, liquidated damages, etc.), and this resolution of all outstanding claims is an important step in the
contract closeout process.
Retainage and the problem of contractors who quit work – Occasionally a construction contractor may
“walk away” from a project that is almost complete, refusing to sign a general release and forgoing final
payment. This situation may occur when the contractor lacks sufficient financial incentive to complete the
contract; e.g., if the “punch list” is large and there is very little money left in retainage, the contractor may
profit by refusing to correct the punch list items and leave the retainage with the grantee. Or the contractor
may have been awarded another contract which requires the reassignment of his personnel to another job.
Whatever the reason, the grantee should anticipate this possibility by carefully estimating the amount of
retainage in such a way that it represents twice the amount of the punch list work and undelivered items
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(manuals, drawings, spare parts, etc.). By establishing the retainage in this way, the contractor is
motivated to complete the contract, because the contractor will actually receive twice the amount of money
that it takes to finish the work. In other words, the contractor is given a strong incentive to complete the
contract. When all else fails, the grantee should definitely involve the surety in the issue of unfinished
work (even if the amount of work is relatively small) because the contractor’s relationship with its surety is
a vital one for its future business. If the contractor loses the confidence of its surety, it is effectively
foreclosing on its ability to bid on future work requiring performance bonds.
Warranty and Guarantee Register – The contract specifications may require that individual warranties or
guarantees be furnished for various installed equipment or building systems. For each completed contract
requiring warranties, the contract administrator should develop a Warranty and Guarantee Register, which
is a status form listing:
each individual item of equipment and system for which a warranty or guarantee is specified
(roofing, doors, sealants, etc.);
the pertinent section in the contract specification;
the name of the company providing the warranty;
the expiration date of the warranty; and
the address of the providing company
An example of a Warranty and Guarantee Register. The Warranty and Guarantee Register will enable the
grantee to monitor upcoming warranty expirations so that the equipment or building system can be
inspected before the expiration date, and corrective actions taken by the Contractor if required.
PROCUREMENT REPORTING
(A) Annual Reporting Requirements (i) The Procurement and Grants Administration Department shall ensure that on an
annual basis, the Authority shall prepare, approve and make publicly available, a
report summarizing the Authority's procurement activity for the period of the
report. The report shall include a listing of all multi-year procurements, the
associated project name, resolution number, duration in years, renewal terms,
vendor name and fiscal year expense.
(ii) On an annual basis the Office of General Counsel shall prepare and submit for
Board approval a report on Procurement Contracts. This report shall include a copy
of the existing guidelines, an explanation of the guidelines and any amendments
thereto since the last annual report. This report may be made a part of any other
report that the Authority is required to make.
(iii) This information shall be submitted annually to the New York State Division of
Budget, and copies thereof to the New York State Department of Audit and
Control, the Senate Finance Committee and the Assembly Ways and Means
Committee.
(B) Monthly Reporting
Monthly a report is provided to the Board of Commissioners identifying all procurements
of $25,000 or greater and less than $75,000.
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PROCUREMENT PROTOCOL
The primary objective of procurement is to ensure and foster economy, efficiency and
effectiveness in the acquisition of goods and services. To achieve these goals it is essential that all
of the participants in the procurement process have a clear understanding of their roles and
responsibilities. Set forth in this Article is a general outline of the various departmental functions
to be fulfilled in the procurement process. It is anticipated that the Authority Staff will develop a
comprehensive written procurement systems manual based on these concepts.
(A) Procurement Department
(i) The Procurement and Grants Administration Department shall be responsible for
conducting the following minimum pre-procurement planning activities on at least
an annual basis:
(a) Forecasting the needs of the User Departments.
(b) Forecasting the price and availability of items and materials.
(c) Developing a purchasing schedule.
(d) Establishing purchasing objectives.
(ii) The functions of the RGRTA Procurement and Grants Administration Department
shall be to:
(a) Analyze the marketplace to determine the status of competition, technological
developments, the impact of the economy on potential vendors, labor
conditions, and changes in pricing or delivery methods.
(b) Communicate and coordinate with similarly situated procurement
departments to explore joint purchasing arrangements and to share
marketplace information.
(c) Analyze User Department procurement requisitions to ensure the proper
authorizations are present, and that the procurement is tailored to meet the
Authority's needs.
(d) Prepare invitation for bids, informal solicitations, and notices of procurement
opportunity, as needed, and provide guidance and assistance to User
Departments in the preparation of RFQs and RFPS.
(e) Administer the acquisition process jointly with the User Department,
including ensuring adequate advertisement of the notice of procurement
opportunity, surveying sources; serving as contact for potential contractors
accepting, opening, evaluating, and tabulating bids; providing
recommendations for award to Contract Administrator, and processing
invoices for payment.
(f) Remain current and in compliance with applicable federal and state laws.
(g) Maintain Vendors files including information regarding DBE status.
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(h) Maintain all support documentation including small purchases procurement
checklist and authorization, small purchase tabulation and solicitation
summary, single bid/proposal validation reports and single source validation
report.
(B) User Department (The department in need of and requesting the procurement of goods or
services)
(i) It shall be the responsibility of each User Department to evaluate its projected
procurement needs on an annual basis, and to undertake and coordinate
procurement planning activities with the Procurement Department, annually.
(iii) User Departments which project the need for the procurement of professional
services (except for services associated with a public work) shall coordinate the
procurement of such services with the Office of General Counsel.
(iii) For the procurement of any product or service the User Department shall prepare a
written requisition and submit same to the Procurement Department. The
requisition shall serve as the mechanism by which the User Department
communicates its specific procurement need to the Procurement Department and it
represents the beginning of the procurement process.
(iv) The requisition shall include the following elements:
(a) Properly completed form per RGRTA's Requisition Procedures; and
(b) Budget, including proposed funding source by designation of the account
funding code, estimated cost and basis for estimated cost:, and
(C) The Maintenance Department
(j) The Engineering Department shall serve as the User Department for all public work
projects.
(ii) The Procurement Department shall assist the Engineering Department in
the Administration of the procurement process.
(iii) The preparation and submittal of a requisition shall be required for public work
projects which have been developed or identified under Board authorization or
which have received state or federal funding approval.
(D) Internal Audit:
The Finance Department shall have responsibility for evaluating the adequacy and
effectiveness of internal controls governing the procurement process and for providing cost
analysis services upon the request of the Procurement Department.
(E) General Counsel RGRTA’s General Counsel shall provide interpretations of the procurement guidelines,
and advise to the User and Procurement Departments on statutory and regulatory
compliance.
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(F) Contract Administrator
The Contract Administrator shall provide assistance to the Procurement and User
Departments during the procurement process and assist in the Board Agenda process for
awards requiring Board approval.
EVALUATING RESPONSIVENESS AND RESPONSIBILITY
(A) Question that should be considered by the Authority in evaluating responsiveness include
the following:
(i) Has all required information been provided?
(ii) Does the bid contain mistakes?
(iii) Has bidder failed to commit to a firm price?
(iv) Are there unacceptable qualifications or conditions tied to the bid?
(v) Has the bid been prepared in accordance with the bidding instructions?
(vi) Are unacceptable provisions included in the bid?
(vii) Has the bidder altered or limited any of the contract or solicitation provisions?
(viii) Has the bidder offered non-conforming products or services?
(ix) Has the bidder failed to acknowledge amendments to the IFB issued by the
Authority?
Note that the foregoing list is not exhaustive. Minor deviations that are immaterial and do
not effect quantity, quality or delivery may be waived by the Authority if such waiver does
not prejudice or affect the relative standing of the bidders.
(B) In evaluating the responsibility of an apparent low bidder or proposed subcontractor, the
Authority may consider, among other factors, whether the bidder’s record with the
Authority or other public owners includes or demonstrates any of the following:
(i) Lack of adequate expertise, prior experience with comparable projects, or financial
resources necessary to perform the work outlined in the contract in timely,
competent, and acceptable manner. Evidence of such factors may include failure to
submit satisfactory evidence of insurance, surety bonds, or financial responsibility,
or a history of terminations for cause.
(ii) Engagement in criminal conduct in connection with any other government contracts
or the conduct of business activity that involves such crimes as extortion,
racketeering, bribery, fraud, bid-rigging and embezzlement.
(iii) Grave disregard for the safety of employees, State personnel, or members of the
public. Consideration will be given to whether employees who will be assigned to
work on the project are properly trained and whether the equipment to be used is
safe and functioning properly.
(iii) Willful noncompliance with the State's Labor Laws regarding prevailing wage and
supplement payment requirements, including consideration of any pending
violations.
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(iv) Disregard for other State Labor Laws, including child labor, proper and timely
wage payments and unemployment insurance laws.
(vi) Violations of the State Workers' Compensation Law including failure to provide
proof of proper workers' compensation or disability coverage.
(v) Violations of the State's Environmental Conservation Law or violations of any
other federal or State environmental statutes.
(viii) The failure to abide by State and federal statutes and regulations regarding efforts
to solicit and utilize disadvantaged, minority and women-owned business
enterprises as potential sub-contractors.
(ix) The submission of a bid which is mathematically or materially unbalanced.
(x) The submission of a bid which is so much lower than the Authority's confidential
engineer's estimate that it appears unlikely that the contractor will be able to
complete the project satisfactorily at the price bid.
(xi) The presentation of false or misleading statements or any other issue that raises
serious questions about the responsibility of the bidder or proposed subcontractor,
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SAMPLE AGREEMENT - SMALL PURCHASE
(To Be Revised As Necessary)
[INSERT SERVICE DESCRIPTION]
Bidders should note that, at a minimum, all the Contractual Provisions included in the Sample
Agreement herein will automatically be deemed part of the final contract. Although such
provisions will govern all bids as submitted, the Authority may later amend such provisions.
The Sample Agreement is included so that all Bid Submissions will be governed by the same
basic contractual terms.
The undersigned, [Contractor Name], (the "Contractor"), agrees to furnish and deliver to the
REGIONAL TRANSIT SERVICE, INC. (“Owner”), a company operating under the Rochester-Genesee
Regional Transportation Authority (RGRTA), a New York public benefit corporation, with its principal
place of business located at 1372 East Main Street, Rochester, New York 14609, certain [Supply or
Service Description] (“Services” or “Product”), as further defined herein.
WHEREAS, pursuant to the terms and conditions contained in Owner’s Request for Quotes to provide
[Product or Service Description] and Contractor’s quote in response thereto, Owner desires to retain
Contractor to provide certain [Supply or Service Description], and Contractor desires to provide such
[Supply or Service Description], in accordance with the provisions contained in this Agreement
(“Agreement”);
WHEREAS, the Contractor desires to provide such [Supply or Service Description] for a period
of [Number of years of contract] (#) years, commencing [Commencement Date] and ending [Contract
End Date], with the option to renew for [Number of Renewal Terms] (#) additional one-year periods at
Owner’s request;
NOW, THEREFORE, in consideration of the premises set forth above and the mutual covenants
and agreements contained herein, as well as for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
1. SCOPE OF AGREEMENT The Owner hereby retains the Contractor as an independent contractor to provide those [Product
or Service Description], set forth in this Agreement (the “Product” or “Services”), including
those described in the Owner’s “Request for Quotes for [Supply or Service Description],” and
related “Detailed Specifications,” a copy of which is attached hereto and by this reference made a
part hereof, and Contractor hereby agrees to provide said Services in such capacity. Contractor
agrees to perform any other work that, although not specifically described herein, is incidental to,
or necessary for, the provision of such [Supply or Service Description], and Contractor hereby
agrees to perform said work in such capacity. The Services include those described in the
Schedules to this Agreement that are referenced in Section 24 of this Agreement, and, by this
reference, made a part hereof. Nothing herein shall prevent Owner from contracting with, or
employing, additional firms to provide such Services to Owner or any of its subsidiaries during
the term of this Agreement.
Contractor agrees to perform any other work that, although not specifically described herein, is
incidental to, or necessary for, the provision of such [Service or Supply Description], and
Contractor hereby agrees to perform said work in such capacity.
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2. DUTIES OF THE CONTRACTOR The Contractor hereby agrees to provide the [Product or Service Description] in accordance
with the terms hereof. The Contractor agrees that the required [Product or Service Description]
shall be provided within the time period specified in this Agreement. The Contractor hereby
agrees to furnish the desired [Product or Service Description] in accordance with the rules and
regulations and conditions of Owner.
The Contractor represents that the [Product or Service Description] will be provided in
accordance with generally accepted professional standards. Upon notice from the Owner
pursuant to the provisions of this Agreement, the Contractor will correct any delivered [Service
or Product Description] not meeting the foregoing standard, at no additional cost to the Owner.
Contractor shall provide the desired [Service or Product Description] within the timeframe
designated by the Authority, to Owner’s satisfaction, in accordance with the terms and provisions
of this Agreement, and subject to the additional terms set forth and attached hereto and, by this
reference, made a part hereof.
Contractor and its employees shall fully cooperate, in a professional manner, with the Owner’s
personnel who are directing, supervising, or monitoring the product/services provided by the
Contractor.
3. COMPENSATION
Subject to the terms of this Agreement, the price for the [Supply or Service Description] shall
be as follows:
DESCRIPTION OF PRODUCT OR SERVICE PRICE (the “Contract Amount”) F.O.B. Destination, freight pre-paid, exclusive of all taxes.
a. Billing and Collection. The Contractor shall forward a written invoice monthly to the
Owner for provision of the [Service Description] for the previous month, and all
amounts due and owing hereunder for such month shall be paid by the Owner in
accordance with Section 3(b) hereof.
b. Owner’s Prompt Payment Procedures. The Owner will make payment on a properly
submitted invoice within thirty (30) days of Owner’s receipt thereof.
i. Extension of Payments. The following conditions may reasonably justify
extension of the date by which payment must be made:
A. In accordance with specific statutory or contractual provisions, payment
must be preceded by an inspection period or by an audit to determine the
resources applied or used by the Contractor in fulfilling the terms of this
Agreement;
B. The necessary governmental appropriation required to authorize payment
has yet to be enacted;
C. The invoice must be examined by the Federal government prior to
payment; or
D. The date by which the payment must be made is modified in accordance
with the following section (ii).
ii. Defects. The Owner shall have fifteen (15) calendar days after receipt of an
invoice at its designated payment office to notify the Contractor of:
A. Defects in the delivered goods or services;
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B. Defects in the invoice; or
C. Suspected improprieties of any kind;
The existence of such defect or improprieties shall prevent the commencement of
the time period for computing interest. In the event the Owner fails to notify the
Contractor of such defects within fifteen (15) calendar days of receiving the
invoice, the number of days allowed for payment of a properly corrected invoice
will be reduced by the number of days between the fifteenth (15th) day and the
day that notification of said defect was actually transmitted to the Contractor. If
the Owner, in such situations, fails to provide reasonable grounds for its
contention that a defect or impropriety exists, the date by which the payment
must be made for the Owner not to become liable for interest payments shall be
calculated from the date of receipt of an invoice.
iii. Inapplicability. These procedures shall not apply to payments due and owing by
the Owner in situations where the Owner exercises a legally authorized set-off
against all or part of the payment due to the Contractor.
c. No Other Payments. Contractor agrees that all services and materials to be provided as
set forth in the Exhibits and as otherwise required under this Agreement shall be provided
for the foregoing compensation, and that Contractor shall not be entitled to any other
payment in connection with its performance of the Services.
4. GUARANTEE
Unless otherwise specified, Contractor shall unconditionally guarantee the Products and
or Services provided by his firm for the contract period, unless otherwise specified
herein. If, within the guarantee period, any signs of deterioration are noted, which, in the
opinion of the Owner, are due to faulty Products or Services provided under this
Agreement, the Contractor, at his expense, shall adjust the Products and/or Services to
correct the condition, or he shall replace the Services to the complete satisfaction of the
Owner. Such replacements or adjustments shall be made only at such time as will be
designated by the Owner as least detrimental to the operation of Owner’s business.
Unless otherwise agreed to in writing by the parties, Supplier warrants that items ordered to
specifications will conform thereto and to any drawings, samples or other descriptions furnished
or adopted by Owner, or, if not ordered to specifications will be fit and sufficient for the purpose
intended, and that all items will be new, merchantable, of good material and workmanship, and
free from defect. Such warranties, together with Supplier’s service warranties and guarantees, if
any, shall survive inspection, test, acceptance of, and payment for the items and shall run to
Owner, its successors, assigns and citizens. Owner may, at its option, return for credit or require
prompt correction or replacement of the detective or nonconforming item or have the defective
item corrected or replaced at Supplier’s expense. Return to Supplier of any detective or
nonconforming articles and delivery to Owner of any corrected or replaced items shall be at
Supplier's expense. Defective or nonconforming items shall not be corrected or replaced unless
specified on Owner's written order. Items required to be corrected or replaced shall be subject to
the provisions of this clause and the clause hereof entitled “Inspection, Acceptance and
Approvals” in the same manner and to the same extent as items originally delivered under this
contract.
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5. INSPECTION, ACCEPTANCE AND APPROVALS All items to be delivered under this contract shall, at all times and places, including the period of
manufacture, be subject to inspection and test by RGRTA. RGRTA will accept or give notice of
rejection of items delivered under this contract within a reasonable time after receipt. Acceptance
shall not waive any warranty. All items to be supplied under this contract are subject to final
inspection and acceptance by RGRTA notwithstanding any payment or other prior inspections or
design approvals. RGRTA may, at its option, require prompt replacement or correction of
rejected items at Supplier’s expense, including an equitable reduction in the price of this contract
for rejected items. Supplier shall not resubmit rejected items to RGRTA without prior written
approval and instructions from RGRTA. Supplier shall identify resubmitted items as previously
rejected. Supplier shall provide and maintain a quality assurance and control system acceptable
to RGRTA.
6. RELATIONSHIP OF PARTIES (for Service Provision Contracts) The Contractor hereby acknowledges and agrees that, for purposes of this Agreement, the
Contractor is, and shall in all respects, be considered an independent contractor. Nothing in this
Agreement shall be construed to constitute the Contractor, or any of its employees, officer,
directors, agents or representatives, as an employee or agent of the Owner, nor shall the
Contractor have any authority to bind the Owner in any respect, it being intended that the
Contractor shall remain an independent contractor responsible for its own actions. The Contractor
is not entitled to any of the benefits provided by the Owner to its employees, including, but not
limited to, workers’ compensation coverage, unemployment insurance, group health or life
insurance and pension benefits. The Contractor hereby acknowledges and agrees that it will be
responsible for its own federal, state and local withholding and income taxes.
The Contractor shall have the direct and sole responsibility for the following: payment of wages
and other compensation, reimbursement of the Contractor’s employees’ expenses, compliance
with Social Security, unemployment and other insurance or other statutory withholding
requirements, and all obligations imposed on the employer of personnel. The Owner shall have
no responsibility for any of the incidences of employment.
Contractor and its employees agree not to hold themselves out as employees or agents or
employees of RTS, Inc. by reason of their participation under this Agreement.
Contractor shall not engage, either on a full-time or part-time basis during the term of this
Agreement, any professional or technical personnel who are, or have been at any time during the
term of this Agreement, in the employ of RTS, Inc., except regularly retired employees, without
the consent of RTS, Inc.
7. CONTRACT CHANGES
c. General. Any proposed change to this Agreement shall be submitted to the Owner for prior
approval.
d. Change in Scope of Services; Additional Work. Either Owner or Contractor may request
changes in the Scope of Work set forth in this Agreement or additional work not specified
therein to be performed by Contractor hereunder (“Extra Work”). If Owner and Contractor
mutually agree that such Extra Work will be performed and that an increase in compensation
is justified, Owner shall provide additional compensation to Contractor, on a fair and
equitable basis, subject to the provisions of this Section 7(b). Any such change in the Scope
of Services or any such Extra Work, as well as any increase or decrease in the amount of
compensation to be received by Contractor therefore shall be authorized only by the
execution of a written amendment to this Agreement by Contractor and Owner.
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Commencement of Extra Work shall occur only after such approvals have been obtained
from Owner.
8. INTEREST OF MEMBERS OF OR DELEGATES TO CONGRESS No member of or delegate to the Congress of the United States shall be admitted to any share or
part of this Agreement or to any benefit arising therefrom.
9. PROHIBITED INTEREST No member, officer or employee of the Owner, during his tenure or for a period of one (1) year
thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds hereof.
10. TERMINATION FOR CONVENIENCE
Owner may terminate this Agreement for its convenience at any time, and from time to time, in
whole or in part for any reason, or for no reason.
11. TERMINATION FOR DEFAULT If Contractor fails to deliver any part of all of the Product or Services to be provided hereunder,
or otherwise defaults hereunder, Owner may, by written notice to Contractor, terminate this
agreement in whole or in part, and pursue any and all remedies that it may have under applicable
law.
No failure on the part of Owner to exercise any rights under this Agreement, and no
course of dealing with respect to any right hereunder, shall operate as a waiver of such
right, nor shall any single or partial exercise of any right preclude the exercise of any
other right. The remedies herein provided are cumulative and are not exclusive of any
other remedies provided by law.
In case of termination:
a. Contractor shall continue performance of any non-terminated portion of the Agreement,
and the Owner may obtain elsewhere the portions of the goods or work, or both, affected
by termination, or goods or work or both similar thereto, and charge the Contractor with
any cost or expense incurred in connection therewith; and
b. Owner’s rights and remedies under this Section 11 are in addition to, and not in lieu of,
any other rights and remedies available under this Agreement or provided by law.
12. DEFAULT The following shall be events of default under this Agreement:
a. Failure by Contractor to perform in a timely and satisfactory manner, as determined by
Owner, any or all of its obligations under this Agreement;
b. Any representation or warranty made by Contractor in its bid response or this Agreement
proves to have been false or misleading in any respect;
c. Failure by Contractor to observe and perform any covenant, condition or agreement on its
part to be observed or performed under this Agreement, unless the Owner shall agree in
writing to an extension of such time to perform prior to its expiration; or
13. CONTRACTOR RESPONSIBILITY/INDEMNIFICATION
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a. Contractor assumes all risk in performing the work and providing the Product or Services
under this Agreement and shall be solely responsible and answerable in damages for all
accidents or injuries to person or property.
b. Contractor agrees to protect, defend, indemnify and hold free and harmless all federal, state,
and county agencies concerned and Owner, its directors, officers, and employees, agents,
and representatives, regardless of the capacity in which the person is sued, from and against
any and all claims, lawsuits, losses, penalties, damages, expenses, settlements, costs,
charges and liabilities of every kind and nature, including, without limitation, court costs
and reasonable professional fees and expenses arising out of or relating to any and all
claims, liens, demands, obligations, actions, proceedings, or causes of action of every kind
and character, including injury to person or property of whatsoever kind and nature, in
connection with or arising directly or indirectly out of this Agreement and/or the
performance hereof, or out of the carelessness, negligence, or wrongful or fraudulent
conduct of the Contractor or any servant, agent, or employee of Contractor. Without
limiting the generality of the foregoing, any and all such claims, etc., relating to personal
injury, death, damage to property, defects in materials or workmanship, actual or alleged
infringement of any patent, trademark, copyright (or application for any thereof) or any
other tangible or intangible personal or property right, or any factual or alleged violation of
any applicable statute, ordinance, administrative order, rule or regulation, or decree of any
court, shall be included in the indemnity hereunder. Contractor further agrees to
investigate, handle, respond to, provide defense for and defend any such claims at his/her
own expense and agrees to bear all other costs and expenses related thereto, even if the
same are groundless, false, or fraudulent.
14. TAXES AND EXPENSES
Contractor shall pay all taxes and expenses incurred in connection with the Product or Services
provided under this Agreement except as otherwise provided herein.
15. INSURANCE REQUIREMENTS (for Service Provision Contracts)
c. Prior to commencing work, Contractor shall provide, at its own cost and expense, the
following insurance with insurance companies licensed in the State of New York and
reasonably acceptable to the Owner, to be evidenced by certificates. In no way should the
Contractor construe these minimum required limits to be their limit of liability to the
Authority.
d. Each certificate shall require that, at least thirty (30) days prior to the cancellation of or a
material change in such policy, written notice thereof shall be given to the Owner for all of
the following stated insurance policies. All such notices shall name the Contractor, identify
this Agreement, and list the Owner as an “Additional Insured.” Said insurance must cover
all operations under this Agreement whether performed by Contractor or its sub-contractors.
e. Said certificates shall be delivered, prior to contract execution, to:
RGRTA/RTS, Inc.
1372 E. Main Street
Rochester, NY 14609
(1) Workers’ Compensation: Statutory coverage, in compliance with the Compensation
Law of the State of New York.
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(2) Comprehensive General Liability Insurance with minimum limits of:
A. $1,000,000 Each Occurrence;
B. $1,000,000 Personal and Advertising Injury;
C. $2,000,000 General Aggregate; and
D. $2,000,000 Products/Completed Operations Aggregate.
These limits shall provide coverage for:
{X} Premises/Operations {X} Products/Completed Operations
{X} Personal Injury {X} Additional Insured*
The Owner shall be named as an “Additional Insured” on this policy. The proper
name is: Rochester-Genesee Regional Transportation Authority and its subsidiaries,
Regional Transit Service and all officers, employees and agents of such.
(3) Disability Benefits: Contractor shall provide proof of compliance with the Disability
Benefits Law.
Location of operation shall be “all locations served by the Owner.”
(4) If automobiles are to be used in the performance of any work under this Agreement,
Automobile Liability Insurance with the following minimum limits of liability per
occurrence:
B. $1,000,000 per occurrence, for bodily injury, and
C. $1,000,000 for property damage, unless otherwise indicated in a “Special
Conditions” of the contract specifications.
This insurance shall include for bodily injury and property the following coverage:
A. Owned automobiles;
B. Hired automobiles; and
D. Non-owned automobiles.
(5) Owner’s Protective Liability and Property Damage Insurance:
Within ten (10) days after execution of the Agreement, Contractor shall
furnish to RTS, Inc., a copy of the original policy for the following coverage:
Policy covering Owner and all employees or other representatives of Owner as
insured, officially and personally with respect to all operations under this Agreement,
including omissions and supervisory acts of the Owner and its employees or other
representatives, with not less than the following combined limits of liability:
Bodily injury or death: $1,000,000 each person (occurrence); $3,000,000 for
two or more persons in any one occurrence (aggregate).
Property Damage: $1,000,000 each occurrence; $3,000,000 annual aggregate
c. All policies and Certificates of Insurance shall be approved by the Owner prior to
the inception of any work.
1. Upon failure of the Contractor to furnish, deliver and maintain such insurance
as above provided, this Agreement, at the election of the Owner, may be
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forthwith declared suspended, discontinued or terminated upon ten (10) days
written notice. Failure of the Contractor to take out and/or maintain, or the
taking out and/or maintenance of any required insurance, shall not relieve the
Contractor from any liability under this Agreement, nor shall the insurance
requirements be construed to conflict with or otherwise limit the obligations
of the Contractor concerning indemnification.
2. In the event that claims in excess of the insured amounts provided herein
are filed by reason of any operations under this Agreement, the excess amount
of such claims, or any portion thereof, may be withheld from payment due or
to become due the Contractor until such time as the Contractor shall furnish
such additional security covering such claims as may be determined by the
Owner.
3. If any of the Property and Casualty Insurance requirements are not
complied with at their renewal dates, payments to the Contractor will be
withheld until those requirements have been met, or at the option of Owner,
Owner may pay the Renewal Premium and withhold such payments from any
monies due the Contractor.
4. If at any time any of the foregoing policies shall be or become
unsatisfactory to Owner, as to form or substance, or if a company issuing any
such policy shall be or become unsatisfactory to Owner, the Contractor shall,
upon notice to that effect from Owner, promptly obtain a new policy, submit
the same to Owner for approval and submit a Certificate thereof as above
provided. Upon failure of the Contractor to furnish, deliver, and maintain
such insurance as above provided, this Contract, at the election of Owner, may
be forthwith declared suspended, discontinued, or terminated.
5. Contractor also agrees that:
(i) Insurers shall have no right of recovery or subrogation against the
Owner (including its agents and agencies as aforesaid), it being the
intention of the parties that the insurance policies so effected shall
protect both parties and be primary coverage for any and all losses
covered by the above-described insurance;
(ii) The insurance companies issuing the policy or policies shall have no
recourse against the Owner (including its agents and agencies as
aforesaid) for payment of any premiums or for assessments under any
form or policy; and
(iii) Any and all deductibles in the above-described insurance policies shall
be assumed by, for the account of, and at the sole risk of the Contractor.
16. MISCELLANEOUS PROVISIONS
a. Governing Law. This Agreement shall be governed by, interpreted, construed and
enforced in accordance with the substantive laws of the State of New York, and venue
shall be in the County of Monroe, Rochester, New York.
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b. Severability. If any provision of this Agreement shall be or become invalid under any
provision of federal, state or local law, such invalidity shall not affect the validity or
enforceability of any other provision hereof.
c. Assignment. Contractor shall not, in whole or in part, assign, transfer, convey, sublet,
mortgage, pledge, hypothecate, grant any security interest in, or otherwise dispose of this
Agreement, or any part thereof to any person or entity without the prior written consent
of the Owner, which consent shall not be unreasonably withheld.
d. Waiver. The waiver of a breach of any provision of this Agreement by any party shall
not operate or be construed as a waiver of any subsequent breach.
e. Notices. Unless otherwise specified, notices permitted or required to be given by either
party to the other under this Agreement shall be in writing and shall be deemed to have
been properly served and duly given (i) if sent by U.S. First Class Mail, postage prepaid,
five (5) business days after being sent, (ii) if sent via electronic mail (“e-mail”), two days
after being sent, or (iii) when actually delivered (with confirmed written receipt) if
delivered personally, by facsimile, by courier, or by nationally recognized overnight
courier, in each case to the recipient at its address or facsimile telephone number as stated
on the signature page of this Agreement, or as changed pursuant to a notice served as
prescribed in this Subsection (e).
f. Renewal. This Agreement is subject to renewal for [Insert Number of Renewal Terms]
(#) additional [Insert Term of Renewal Periods] terms, upon request of the Owner,
under the same terms and conditions as apply to the initial [Insert Original Term of
Contract]-year term.
g. Delays. The Contractor agrees that no charges or claims for damages shall be made by it
for any delays or hindrances from any cause during the performance of any portion of the
Services specified in this Agreement. Such delays or hindrances, if any, shall be
compensated for by an extension of time for such “reasonable period” as the Owner may
in its sole discretion determine. Notwithstanding the foregoing, any extension of time
granted by the Owner to the Contractor to complete the Services or any part thereof after
the completion date or after the date to which the completion date therefore may have
been extended, shall in no way operate as a waiver on the part of the Owner of any of its
rights hereunder. For purposes of this Subsection (i), the term “reasonable period” shall
not exceed six (6) months from the originally-scheduled completion date for the Services.
h. This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns.
i. Each party acknowledges that it has read and understands this Agreement and the
attached Schedule(s), and further agrees that it is the complete and exclusive statement of
the agreement between the parties which supersedes and merges all prior proposals,
understandings, and all other agreements, oral and written, between the parties relating to
the subject matter of this Agreement. This Agreement may not be modified or altered
except by written instrument duly executed by both parties.
j. Both parties hereto warrant and represent that they have full right, power and authority to
execute this Contract.
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k. Any legal actions regarding this Agreement must be brought by Contractor within twelve
(12) months of the Agreement expiration date.
17. LAWS & REGULATIONS
Contractor shall comply with all applicable Federal, State and local laws and regulations
including, without limitation, those relating to wages, hours, fair employment practices, equal
opportunity, anti-discrimination, safety and working conditions. Each and every provision of law
and clause required by applicable laws with reference to the Services, shall upon written
acknowledgment of the two parties hereto, be inserted herein, and if, through mistake or
otherwise, any such provision is not inserted or is not correctly inserted, then upon the application
of either party, and upon written acknowledgment of the two parties hereto, this Agreement shall
forthwith be physically amended to make such insertion.
18. CONFLICTING PROVISIONS
The various documents that comprise this Agreement shall prevail in accordance with the
precedence established below in the event of any inconsistencies among them:
1. Agreement
2. Standard Clauses for NYS Contracts
3. Request for Quotes and Associated Specifications
5. All Other Attached Schedules
Further, should the Successful Proposer’s bid be incorporated by reference herein following
contract award, such proposal shall have the least precedence amongst the documents in resolving
any inconsistencies contained in them.
19. PROVISIONS REQUIRED BY LAW DEEMED INSERTED
Each and every provision of law and clause required by law to be inserted in this contract will be
deemed to be inserted herein and the contract will be read and enforced as though it were
included herein, and if through mistake or otherwise any such provision is not inserted, or is not
correctly inserted, then upon the application of either party the contract will forthwith be
physically amended to make such insertion or correction.
20. DELIVERY FAILURE
Failure of Contractor to deliver the [Supply or Service Description] within the time specified
by Owner, or within reasonable time as interpreted by Owner, shall constitute authority for
Owner to purchase in the open market Services of comparable grade to replace the Services not
delivered. On all such purchases, the Contractor shall reimburse Owner within a reasonable time
specified by the Owner, for any expense incurred in excess of contract prices or the Owner shall
have the right to deduct such amount from monies owed the defaulting Contractor. Such
purchases shall be deducted from contract quantities. Should public necessity demand it, the
Owner reserves the right to use or consume Services delivered which is substandard in quality,
subject to an adjustment in price to be determined by the Owner.
21. QUALIFICATIONS AND LICENSES
Contractor represents and warrants to the Owner that it and its employees are duly and fully
qualified under the laws of the state of its incorporation and of the State of New York, to
undertake the activities and obligations set forth in this Agreement, that it possesses as of the date
of its execution of this Agreement, and it will maintain throughout the term hereof, all necessary
approvals, consents and licenses from all applicable government agencies and authority and that it
has taken and secured all necessary board of directors and shareholders action and approval.
22. CONTRACT TERMS
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The performance of this contract shall be governed solely by the terms and conditions as set forth
in this contract notwithstanding any language contained on any invoice, shipping order, bill of
lading or other document furnished the Seller at any time and the acceptance by the Owner of any
goods furnished hereunder accompanied by any such document shall not be construed as an
acceptance by the Owner of any terms or conditions contained in such document which is
inconsistent with the terms and conditions set forth in this contract. Any different or additional
terms other than those herein contained in Sellers acceptance are hereby objected to.
23. RECEIPT OF PRODUCT The Contractor shall be solely responsible for assuring that deliveries of [Supply or Service
Description] are made to personnel authorized to accept delivery on behalf of the Owner. Any
losses resulting from the contractor’s failure to deliver [Supply or Service Description] to
authorized personnel shall be borne exclusively by the contractor.
24. RESPONSIBILITY FOR SUPPLIES Except as otherwise provided in this contract, Supplier, shall be responsible and bear all risks for
loss and damage to the items required by this contract, (1) until they are delivered at Owner's
facilities, regardless of F.O.B. point, or point of inspection or acceptance; and (2) if such items
are rejected. Unless otherwise specified in this contract, Supplier shall sufficiently package the
items to be delivered hereunder to protect such items during transportation and storage.
25. PURCHASE ORDERS Unless otherwise authorized in writing by the Contract Administrator, no products are to be
delivered or furnished by contractor until transmittal of an official Purchase Order from the
Authorized User. Unless terminated or canceled pursuant to the authority vested in the Contract
Administrator, Purchase Orders shall be effective and binding upon the Contractor when placed
in the mail or electronically transmitted prior to the termination of the contract period, addressed
to the contractor at the address for receipt of orders set forth in the contract or in the Contract
Award Notification.
26. EXTENT OF AGREEMENT
This Agreement constitutes the entire and integrated Agreement between and among the parties
hereto and supercedes any and all prior negotiations, agreements, and conditions, whether written
or oral. Any modification or amendment to this Agreement shall be void unless it is in writing
and subscribed by the party to be charged or by its authorized agent.
27. CONTRACT DOCUMENTS The Contract documents consist of this Agreement, the Request for Quotes Package, Quote
Submission Letter, dated [Date of Contractor Quotation], all Attached Schedules, and any
addenda.
28. WAIVERS
Failure of Owner to insist on performance of any of the terms and conditions or requirements of
this contract shall not be construed as a waiver of such terms, conditions or requirements and the
same shall remain in full force and effect for the duration of this contract.
29. PAYMENT
Supplier will be paid for the items called for in this contract when the items are delivered and
accepted by Owner and upon submission of certified invoice. The price or prices stated in this
contract are tax-exempt, tax-exempt # 16-0974945. Supplier represents and warrants that the
price or prices specified in this contract are the lowest price or prices for which he has sold like
items or services to his most favored customer. In the event the stated prices are determined to be
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higher than the prices for which the items, or services, have been sold by Supplier to others, this
contract price shall be reduced accordingly.
30. THE CONTRACTOR FURTHER AGREES TO:
a. Attached Schedule I – Non-Discrimination Provisions.
b. Attached Schedule II – Waiver of Immunity Provisions.
c. Attached Schedule III – Workers’ Compensation Law.
d. Attached Schedule IV – New York State Required Contract Clauses
e. Attached Schedule V –Request for Quotes for [Supply or Service Description]
f. Attached Schedule VI – Contractor Quotation Letter
31. ACCEPTANCE
RGRTA/RTS, Inc. hereby accepts the proposal for provision of [Supply or Service
Description], as described in the attached [Contractor Name] Bid, which represents the Bid as
submitted by [Contractor Name] at the following prices:
DESCRIPTION OF SERVICES PRICE
TOTAL ESTIMATED ANNUAL PRICE:
(the “Contract Amount”) F.O.B. Destination, freight pre-paid, exclusive of all taxes.
IN WITNESS WHEREOF, the parties hereto have signed and delivered this Agreement as of this
_____ day of ____________, 2009:
STATE OF NEW YORK)
) ss.:
COUNTY OF MONROE)
On the _____ day of ____________, in the year 2009, before me, the undersigned, Mark R.
Aesch, personally appeared, personally known to me, or proved to me on the basis of satisfactory
evidence to be, the individual whose name subscribed to the within instrument and acknowledged
to me that he executed the same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the instrument.
____________________________________
Notary Public
ROCHESTER-GENESEE REGIONAL TRANSPORTATION AUTHORITY
BY
TITLE: Chief Executive Officer
ADDRESS: Rochester-Genesee Regional Transportation Authority
1372 East Main Street
Rochester, New York 14609 FACSIMILE NO.: (585) 654-0224
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STATE OF NEW YORK)
) ss.:
COUNTY OF MONROE)
On the _______ day of ______________, in the year 2009, before me, the undersigned,
______________________________ personally appeared, personally known to me, or proved to me on
the basis of satisfactory evidence to be, the individual whose name subscribed to the within instrument
and acknowledged to me that she executed the same in her capacity, and that by her signature on the
instrument, the individual, or the person upon behalf of which the individual acted, executed the
instrument.
____________________________________
Notary Public
BY: ______________________________________
TITLE: ___________________________________
ADDRESS:
TELEPHONE NO.
FACSIMILE NO.:
ADDITIONAL TERMS and CONDITIONS
1. DEFINITIONS A. The term “RGRTA” as used herein, means the Rochester-Genesee Regional Transportation
Authority and/or its Subsidiary Companies, Rochester, New York, through its Procurement and
Grants Administration Department, 1372 East Main Street, Rochester, NY, 14609 and includes its
designated representatives.
B. The term “Supplier” as used herein, means those mentioned as Vendor, Contractor, Seller in the
Contract and includes their designated representatives.
2. CHANGES RGRTA may at any time, by a written order and without notice to sureties, make changes within
the general scope of this contract. If any such changes causes an increase or decrease in the cost
of or the time required for the performance of any part of the work under this contract, whether
changed or not changed by any such order, of affects any other provision of this contract, an
equitable adjustment shall be made in the price or delivery schedule or both, and in such other
provision of this contract as may be affected, and this contract shall be modified in writing
accordingly. Any claim by Supplier for adjustment under this clause shall be asserted within 15
days from the date of receipt of this written order directing the change, provided, however, that
County, if it decides that the facts justify such action, may receive and act upon such claim
asserted at any time prior to final payment under this contract. Where the cost of property made
obsolete or excess as a result of a change is included in the equitable adjustment, County shall
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have the right to prescribe the manner of disposition of such property. Nothing in this clause
shall excuse the Supplier from proceeding with the contract as changed. Any action taken by the
Supplier which affects any provision of this contract, including delivery and price, whether or not
accomplished with concurrence of RGRTA employees shall not entitle the Supplier to any
equitable adjustment in accordance with this clause unless such action has been specifically
directed by written order issued by the Procurement and Grants Administration Department, or
his duty authorized representative.
3. DELIVERIES
Deliveries shall be made strictly in accordance with the delivery schedule defined in this contract
and in the exact quantity ordered. Should Supplier fail to do this, Owner may terminate this
contract, in whole or in part in accordance with the “Termination” clause of this contract. Owner
expressly retains all other rights or remedies provided by law for any violation of this clause and
no action by Owner shall constitute a waiver of any such right or remedy.
4. OWNER’S PROPERTY Supplier shall keep segregated and clearly marked, all property furnished by Owner and all
property to which Owner acquired title by virtue of this contract and shall maintain complete
inventory thereof. Supplier assumes the risk of loss of or damage to such property while in
Supplier’s care, custody, or control. Upon termination or expiration of this contract, Supplier
shall deliver such property to the extent not incorporated in delivered end products to Owner in
good condition subject to ordinary wear and tear.
5. SUPPLIER AGREES TO COMPLY with the requirements of the Federal Office of Safety and
Health Administration as specified in Federal Register, Volume 37, Number 33, dated February
17, 1972.
6. SUPPLIER IS FURTHER REQUIRED to impose these requirements on his subcontractors
and Suppliers wherever it applies.
7. COMPLIANCE WITH APPLICABLE LAWS The Seller warrants it has complied with all applicable laws, rules, and ordinances of the United
States, or any state, municipality or any other Governmental authority or agency in the
manufacture or sale of the items covered by this order, including but not limited to all provisions
of the Fair Labor Standards Act of 1938, as amended.
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SCHEDULE I
WAIVER OF IMMUNITY PROVISION
Contractor agrees to the provisions of Section 103(a) of the New York State General Municipal Law
which requires that upon the refusal by a person, when called before a Grand Jury or the Organized Crime
Task Force in the Department of Law, to testify concerning any transaction or contract the Contractor had
with the State, any political subdivision thereof or of a public authority, to sign a Waiver of Immunity
against subsequent criminal prosecution or to answer any relevant question concerning such transaction or
contract:
1. Such person, and any firm, partnership or corporation of which he is a member, partner, director
or officer, shall be disqualified from thereafter selling to or submitting bids to or receiving awards
from or entering into any contracts with any municipal corporation or fire district or any public
department, agency or official thereof, for goods, work or services for a period of five (5) years
after such refusal; and
2. Any and all contracts made with any municipal corporation of any public department,
agency or official thereof since July 1, 1959, or with any fire district or any agency or
official person, and by any firm, partnership or corporation of which he is a member,
partner, director or officer may be cancelled or terminated by the municipal corporation
or fire district without incurring any penalty or damages on account of such cancellation
or termination, but any monies owing by the municipal corporation or fire district for
goods delivered or work done prior to the cancellation or termination shall be paid.
SCHEDULE II
WORKERS’ COMPENSATION LAW
Contractor will comply with the provisions of Chapter 41 of the Laws of 1914, as amended, known as the
Workers’ Compensation Law, and also the provisions of Article 9 of the Workers’ Compensation Law
known as the Disability Benefit Law, to the extent those provisions are applicable to such Contractor.
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SCHEDULE III
NEW YORK STATE REQUIRED CONTRACT CLAUSES
The parties to the attached contract, license, lease, amendment or other Agreement of any kind
(hereinafter, “the contract” or “this contract”) agree to be bound by the following clauses which are
hereby made a part of the contract (the word “Contractor” herein refers to any party other than the
State, whether a connector, licensor, licensee, lessor, lessee or any other party):
1. EXECUTORY CLAUSE.
In accordance with Section 41 of the State Finance Law, the State shall have no liability under
this contract to the Contractor or to anyone else beyond funds appropriated and available for
this contract.
2. NON-ASSIGNMENT CLAUSE.
In accordance with Section 138 of the State Finance Law, this contract may not be assigned by
the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet or
otherwise disposed of without the previous consent, in writing, of the State and any attempts to
assign the contract without the State's written consent are null and void. The Contractor may,
however, assign its right to receive payment without the State's prior written consent unless this
contract concerns Certificates of Participation pursuant to Article 5-A of the State Finance Law.
3. WORKERS' COMPENSATION BENEFITS.
In accordance with Section 142 of the State Finance Law, this contract shall be void and of no
force and effect unless the Contractor shall provide and maintain coverage during the life of this
contract for the benefit of such employees engaged in the work thereon in compliance with the
provisions of the Workers' Compensation Law.
4. PREVAILING WAGE RATES – PUBLIC WORKS AND BUILDING SERVICES
CONTRACTS
If any portion of work being performed is subject to the prevailing wage rate provisions of the
Labor Law, the following shall apply:
a. “Public Works” and “Building Service” - Definitions
(i) Public Works Labor Law Article 8 applies to contracts for public improvement
in which laborers, workers or mechanics are employed on a “public works”
project (distinguished from public “procurement” or “service” contracts). The
State, a public benefit corporation, a municipal corporation, or a commission
appointed by law must be a party to the Contract. The wage and hours provision
applies to any work performed by contractor or subcontractor.
Building Services Labor Law Article 9 applies to contracts for building service work over $1,500 with
a public agency, which 1) involve the care or maintenance of an existing building, or 2) involve the
transportation of office furniture or equipment to or from such building, or 3) involve the transportation
and delivery of fossil Services to such building, and 4) the principal purpose of which is to furnish
services through use of building service employees.
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b. Wage Rate Payments/Changes During Contract Term
The wages to be paid under any resulting contract shall not be less than the prevailing
rate of wages and supplements as set forth by law. It is required that the Contractor
keep informed of all changes in the Prevailing Wage Rates during the contract term that
apply to the classes of individuals supplied by the contractor on any projects which
result from this contract which are subject to the provisions of the Labor Law.
Contractor is solely liable for and must pay such required prevailing wage adjustments
during the contract term as required by law.
c. Public Posting and Certified Payroll Records
In compliance with Article 8, Section 220 of the Labor Law, as amended by Chapter
565 of the Laws of 1997:
(i) Posting. The contractor must publicly post on the work site, in a prominent and
accessible place, a legible schedule of the prevailing wage rates and
supplements.
(ii) Payroll Records. Contractors and subcontractors must keep original payrolls or
transcripts subscribed and affirmed as true under the penalties of perjury as
required by law. For public works contracts over $25,000 where the contractor
maintains no regular place of business in New York State, such records must be
kept at the work site. For building services contracts, such records must be kept
at the work site while work is being performed.
5. NEW YORK STATE LABOR LAW REQUIREMENTS Contractor agrees to cause all persons employed upon the Work, including its subcontractors,
agents, officers, and employees, to comply with all applicable laws in the jurisdiction in which
the Work is performed. The Contractor further agrees to comply with the requirements of the
New York State Labor Law. More particularly, if any part of the Work falls within the purview
of the Labor Law, the Contractor agrees, as to such part of the Work, to comply with the
requirements of the Labor Law, including Sections 220, 222, and 223 (as amended).
If this is a public work contract covered by Article 8 of the Labor Law or a building service contract
covered by Article 9 thereof, in conformity with such sections of the Labor Law, no laborer, workman,
or mechanic in the employ of the Contractor, subcontractor or other person doing or contracting to do
the whole or a part of the Work shall be permitted or required to work more than the number of hours or
days stated in said statutes, except as otherwise provided by the Labor Law and as set forth in prevailing
wage and supplement schedules issued by the State Labor Department.
All wages paid for a legal day’s work, as herein before defined, to all classes of such laborers,
workmen, or mechanics upon the Work, or upon any material to be used upon or in connection
with the Work, shall be not less than the prevailing rate of a day’s work at the time the Work is
performed in the same trade or occupation, in the location as defined in Labor Law Section 220,
wherein the physical Work is being performed, and shall be paid in cash, except as otherwise
permitted by Labor Law Section 220. Each laborer, workman or mechanic employed by the
Contractor or any subcontractor, or other person on, or about, or upon the Work shall receive
the wages and supplements provided for in Labor Law Section 220. If the provisions of Labor
Law Sections 220 and 222-a (as amended) are not complied with, the Contract shall be void.
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6. NON-DISCRIMINATION REQUIREMENTS In accordance with Article 15 of the Executive Law (also known as the Human Rights Law) and
all other State and Federal statutory and constitutional non-discrimination provisions, the
Contractor will not discriminate against any employee or applicant for employment because of
race, creed, color, sex, national origin, age, disability or marital status.
Furthermore, in accordance with Section 220-e (as amended) of the New York State Labor
Law, if this is a contract for the construction, alteration or repair of any public buildings or
public work or for the manufacture, sale or distribution of materials, equipment or supplies, and
to the extent that this contract shall be performed within the State of New York, the Contractor
agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability,
gender, or national origin: (a) discriminate in hiring against any New York State citizen who is
qualified and available to perform the work; or (b) discriminate against or intimidate any
employee hired for the performance of work under this contract.
Contractor agrees that there may be deducted from the amount payable to him under the
Contract a penalty of fifty ($50) per person per calendar day for any violation of Section 220-e
or Section 239, and that for a second or subsequent violation of this Article, the Contract may
be cancelled and all monies due or to become due may be forfeited. The application of the
provisions of this Article shall be limited to operations performed within the territorial limits of
the State of New York.
7. NON-COLLUSIVE BIDDING REQUIREMENT.
In accordance with Section 139-d of the State Finance Law, if this contract was awarded based
upon the submission of bids, the Contractor warrants, under penalty of perjury, this its bid was
arrived at independently and without collusion aimed at restricting competition. The Contractor
further warrants that at the time Contractor submitted its bid, an authorized and responsible
person executed and delivered to the State a non-collusive bidding certification on the
Contractor’s behalf.
8. INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the Labor Law and Section 139-h of the State Finance Law, if this
contract exceeds $5,000, the Contractor agrees, as a material condition of the contract, that neither the
Contractor nor any substantially owned or affiliated person, firm, partnership or corporation has
participated, is participating, or shall participate in an international boycott in violation of the Federal
Export Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations thereunder. If
such Contractor, or any of the aforesaid affiliates of the Contractor, is convicted or is otherwise found to
have violated said laws or regulations upon the final determination of the United States Commerce
Department or any other appropriate agency of the United States subsequent to the contractor’s
execution, such contract, amendment or modification thereto shall be rendered forfeit and void. The
Contractor shall so notify the State Comptroller within five (5) business days of such conviction,
determination or disposition of appeal (2 NYCRR 105.4).
9. SET-OFF RIGHTS. The State shall have all of its common law, equitable and statutory rights of set-off. These rights shall
include, but not be limited to, the State's option to withhold for the purposes of set-off any moneys due
to the Contractor under this contract up to any amounts due and owing to the State with regard to this
contract, any other contract with the State or any of its other departments or agencies, including any
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contract for a term commencing prior to the term of this contract, plus any amounts due and owing to the
State for any other reason including, without limitation, tax delinquencies, fee delinquencies or monetary
penalties relative thereto. The State shall exercise its set-off rights in accordance with normal State
practices including, in cases of set-off pursuant to an audit, the finalization of such audit by the State, its
representatives, or the State Comptroller.
10. RECORDS. The Contractor shall establish and maintain complete and accurate books, records, documents,
accounts, and other evidence directly pertinent to performance under this contract (hereinafter,
collectively “the Records”). The Records must be kept for the balance of the calendar year in
which they were made and for six (6) additional years thereafter. The State Comptroller, the
Attorney General, and any other person or entity authorized to conduct an examination, as well
as the agency or agencies involved in this contract shall have access to the Records during
normal business hours at an office of the Contractor within the State of New York or, if no such
office is available, at a mutually agreeable and reasonable venue within the State, for the term
specified above for the purposes of inspection, auditing and copying. The State shall take
reasonable measures to protect from public disclosure any of the Records which are exempt
from disclosure under Section 87 of the Public Officers Law (the “Statute”) provided that: (i)
the Contractor shall timely inform an appropriate State official in writing, that said records
should not be disclosed; and (ii) said records shall be sufficiently identified, and (iii)
designation of said records as exempt under the Statute is reasonable. Nothing contained herein
shall diminish, or in any way adversely affect, the State's right to discovery in any pending or
future litigation.
11. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION.
(a) FEDERAL EMPLOYER IDENTIFICATION NUMBER and/or
FEDERAL SOCIAL SECURITY NUMBER. All invoices or New York State
standard vouchers submitted for payment for the sale of goods of services or the lease of
real or personal property to a New York State agency must include the payee's
identification number, i.e., the seller's or lessor's identification number. The number is
either the payee's Federal employer identification number or Federal social security
number, or both such numbers when the payee has both such numbers. Failure to
include this number or numbers may delay payment. Where the payee does not have
such number or numbers, the payee, on his invoice or New York State Standard
voucher, must give the reason or reasons why the payee does not have such number or
numbers.
(b) PRIVACY NOTIFICATION. (1) The authority to request the above personal information from a seller of goods or services or
a lessor of real or personal property, and the authority to maintain such information, is found
in Section 5 of the State Tax Law. Disclosure of this information by the seller or lessor to
the State is mandatory. The principal purpose for which the information is collected is to
enable the State to identify individuals, businesses, and other who have been delinquent in
filing tax returns or may have understated their tax liabilities and to generally identify
persons affected by the taxes administered by the Commissioner of Taxation and Finance.
The information will be used for tax administration purposes and for any other purpose
authorized by law.
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(2) The personal information is requested by the purchasing unit of the agency
contracting to purchase the goods or services or lease the real or personal property
covered by this contract or lease. The information is maintained in New York
State's Central Accounting System by the Director of State Accounts, Office of the
State Comptroller, AESOB, Albany, New York 12236.
12. EQUAL EMPLOYMENT
Contractor, during the performance of this contract, agrees to the following:
(a) The Contractor will not discriminate against employees or applicants for employment
because of race, creed, color, national origin, sex, age, disability, or marital status.
Contractor will undertake or continue existing programs of affirmative action to ensure
that minority group members and women are afforded equal employment opportunities
without discrimination. The contractor shall make conscientious and active efforts to
employ and utilize minority group members and women it its work force on this
contract. For these purposes, affirmative action shall apply in the areas of recruitment,
employment, job assignment, promotion, upgrading, demotion, transfer, layoff, or
termination and rates of pay or other forms of compensation.
(b) at the request of RGRTA/RTS, Inc., the Contractor shall request each employment
agency, labor union, or authorized representative of workers with which it has a
collective bargaining or other Agreement or understanding, to furnish a written
statement that such employment agency, labor union, or representative will not
discriminate on the basis or race, creed, color, national origin, sex, age, disability, or
marital status and that such union or representative will affirmatively cooperate in the
implementation of the Contractor's obligations herein; and
(c) the Contractor shall state, in all solicitations or advertisements for employees, that, in
the performance of the State's contract, all qualified applicants will be afforded equal
employment opportunities without discrimination because of race, creed, color, national
origin, sex, age, disability, or marital status.
The State shall consider compliance by a Contractor or subcontractor with the requirements of any
Federal law concerning equal employment opportunity, which effectuates the purpose of this section.
The contracting agency shall determine whether the imposition of the requirements of the provisions
hereof duplicate or conflict with any such Federal law and if such duplication or conflict exists, the
contracting agency shall waive the applicability of Section 312 to the extent of such duplication or
conflict. The Contractor will comply with all duly promulgated and lawful rules and regulations of the
Governor's Office of Minority and Women's Business Development pertaining hereto.
13. CONFLICTING TERMS. In the event of a conflict between the terms of the contract (including any and all attachments thereto
and amendments thereof) and the terms of these New York State Clauses, the terms of these New York
State Clauses shall control.
14. GOVERNING LAW.
This contract shall be governed by the laws of the State of New York except where the Federal
supremacy clause requires otherwise.
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15. LATE PAYMENT.
Timeliness of payment and any interest to be paid to Contractor for late payment shall be
covered by Article XI-A of the State Finance Law to the extent required by law.
16. NO ARBITRATION.
Disputes involving this contract, including the breach or alleged breach thereof, may not be
submitted to binding arbitration (except where statutorily authorized) but must, instead, be
heard in a court of competent jurisdiction of the State of New York.
17. SERVICE OF PROCESS.
In addition to the methods of service allowed by the State Civil Practice Law & Rules
(“CPLR”), the Contractor hereby consents to service of process upon it by registered or
certified mail, return receipt requested. Service hereunder shall be complete upon Contractor’s
actual receipt of process or upon the State's receipt of the return thereof by the United State
Postal Service as refused or undeliverable. The Contractor must promptly notify the State, in
writing, of each and every change of address to which service of process can be made. Service
by the State to the last known address shall be sufficient. Contractor will have thirty (30)
calendar days after service hereunder is complete in which to respond.
18. MACBRIDE FAIR EMPLOYMENT PRINCIPLES
In accordance with the MacBride Fair Employment Principles (Chapter 807 of the Laws of
1992), the contractor hereby stipulates that the Contractor either (a) has no business operations
in Northern Ireland, or (b) shall take lawful steps in good faith to conduct any business
operations in Northern Ireland in accordance with the MacBride Fair Employment Principles
(as described in Section 165 of the New York State Finance Law), and shall permit independent
monitoring of compliance with such principles.
19. OMNIBUS PROCUREMENT ACT OF 1992
It is the policy of New York State to maximize opportunities for the participation of New York
State business enterprises, including minority and women-owned business enterprises as
bidders, subcontractors and suppliers on its procurement contracts.
Information on the availability of New York State subcontractors and suppliers is available
from:
Department of Economic Development
Division for Small Business
30 Pearl Street
Albany, NY 12245
(518) 292-5220
A directory of certified minority and women-owned business enterprises is available from:
Department of Economic Development
Division for Small Business
30 Pearl Street
Albany, NY 12245
(518) 292-5220
The Omnibus Procurement Act of 1992 requires that by signing this bid proposal or contract, as
applicable, Contractors certify that whenever the total bid amount is greater than $1 million:
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(a) Contractor has made reasonable efforts to encourage the participation of New York
State Business Enterprises as suppliers and subcontractors, including certified minority
and women-owned business enterprises, on this project, and has retained the
documentation of these efforts to be provided upon request to the State,
(b) Contractor has complied with the Federal Equal Opportunity Act of 1972 (P.L. 92-261),
as amended;
(c) The Contractor agrees to make reasonable efforts to provide notification to New York
State residents of employment opportunities on this project through listing any such
positions with the Job Service Division of the New York State Department of Labor, or
providing such notification in such manner as is consistent with existing collective
bargaining contracts or agreements. Contractor agrees to document these efforts and to
provide said documentation to the State upon request; and
(d) Contractor acknowledges notice that the State may seek to obtain offset credits from
foreign countries as a result of this contract and agrees to cooperate with the State in
these efforts.
20. RECIPROCITY AND SANCTIONS PROVISIONS Bidders are hereby notified that if their principal place of business is located in a country, nation,
province, state or political subdivision that penalizes New York State vendors, and if the goods or
services they offer will be substantially produced or performed outside New York State, the Omnibus
Procurement Act of 1994 and 2000 amendments (Chapter 684 and Chapter 383 respectively) require that
they be denied contracts which they would otherwise obtain. Contract the Department of Economic
Development, Division for Small Business, 30 South Pearl Street; Albany New York, 12245, for a
current list of jurisdictions subject to this provision.
SCHEDULE V (Attached)
Request for Quotes for [Supply or Service Description]
SCHEDULE VI (Attached) [Contractor Name]
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PROCUREMENT REQUEST FORM
Department:
Department Contact:
Item(s) or Service to be purchased:
Description of Item(s) or Service:
(Please attach specifications for commodity or scope of services for purchase of services)
Recommended Vendors:
(Please include contact information) and
attach a separate sheet, if necessary
Proposed Evaluation Team:
Cost Estimate (include the basis for the estimate)
Funding Source: Federal % State % Local %
GL#
Date item(s) or services(s) needed by:
Authorized Signatures: Please send to Mary Anne Merrick for processing of signatures.
Department Head Date VP Procurement & Grants Admin. Date
Chief Financial Officer Date DBE Liaison Officer Date
_______________________________________
Chief Operating Officer Date HR Department Date
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ATTACHMENT B
PURCHASE REQUISITION FORM PURCHASE REQUISITION
ROCHESTER-GENESEE REGIONAL TRANSPORTATION AUTHORITY
REGIONAL TRANSIT SERVICE, INCORPORATED
LIVINGSTON AREA TRANSPORTATION SERVICE
Date:
No. ___________
TYPE OF EQUIPMENT
ESTIMATED
ANNUAL
QUANTITY
PART
NO./
SERIAL
NUMBER
PRIMARY
ACCOUNT
NUMBER
UNIT
PRICE
ESTIMATED
ANNUAL
TOTAL
EST. ANNUAL TOTAL:
Confirming: YES NO
State Contract Number N/A
Requisitioned By
(Signature)
Approved By
(Signature)
Division # Department #
Please issue a Purchase Order for the following:
VENDOR NUMBER
VENDOR NAME
VENDOR ADDRESS
ATTENTION:
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INSTRUCTIONS FOR COMPLETING RGRTA PURCHASE REQUISITION FORM
1. Place an “X” in the box next to the RGRTA Company that will be invoiced for the requested purchase.
2. Date: Enter the Date the Form is completed.
3. Division Number/Department Number: Enter the Division Number and Department Number (if
unknown, the RGRTA/TRS, Inc. Procurement Officer will complete this information upon receipt of
the Purchase Requisition).
4. Vendor Number: Enter Vendor Number ((if unknown, the RGRTA/TRS, Inc. Procurement Officer will
complete this information).
5. Vendor Name/Vendor Address: Enter the name of the company selling the product and the company
address.
6. Attention: Enter the name and telephone number of the contact individual at the company.
7. Type of Equipment: Enter a detailed description of each item to be purchased.
8. Estimated Annual Quantity: Enter the quantity of each item to be purchased over the next twelve (12)
months.
9. Part No.: Enter the part number for each item to be purchased, if applicable.
10. Primary Account Number: Enter the General Ledger account number from which the funds will be
drawn to pay for each item to be purchased.
11. Unit Price: Enter the unit price of each item to be purchased.
12. Estimated Annual Total: Enter the estimated amount of money to be spent on the each item on an
annual basis (multiply the Unit Price by the Estimated Annual Quantity to obtain the Estimated Annual
Total).
13. Est. Annual Total: Add together the dollar amounts in all the rows under Estimated Annual Total to
obtain a grand total for all items listed on this Purchase Requisition.
14. Confirming: If the item to be purchased will be ordered (via telephone or electronic mail), place an
“X” in the “Yes” box. Upon receipt of the Purchase Requisition, the RTS, Inc. Procurement Officer
will issue a Purchase Order Number for use in ordering the item. Once the order is placed, the Purchase
Order is sent to the selling company. The P.O. indicates to the company that the order has already been
placed and authorizes shipment of the items to RTS, Inc. The P.O. is simply sent only for informational
purposes to confirm placement of the order.
If an employee is going directly to a store to purchase the item, place an “X” in the “No” box. Upon
receipt of the Purchase Requisition, the RTS, Inc. Procurement Officer will issue a Purchase Order
Number for use in purchasing the item. The RTS Procurement Officer will forward the Purchase Order
to the purchaser, and the purchaser will take the P.O. to the store for use in purchasing the item. In this
case, there is no need to “confirm” placement of an order, because the employee is purchasing the item
directly “off the shelf.”
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15. State Contract Number: If the item is available for purchase from a New York State Contract, enter
the contract number of the appropriate contract.
16. Requisitioned By: Signature of individual requesting the item(s).
17. Approved By: Signature of Department Head or Chief Financial Officer (if required).
18. Forward the completed Purchase Requisition to the RTS, Inc. Procurement Officer for further
processing.
19. Place an “X” in the box next to the RGRTA Company that will be invoiced for the requested purchase.
20. Date: Enter the Date the Form is completed.
21. Division Number/Department Number: Enter the Division Number and Department Number (if
unknown, the RGRTA/TRS, Inc. Purchasing Supervisor will complete this information upon receipt of
the Purchase Requisition).
22. Vendor Number: Enter Vendor Number ((if unknown, the RGRTA/TRS, Inc. Purchasing Supervisor
will complete this information).
23. Vendor Name/Vendor Address: Enter the name of the company selling the product and the company
address.
24. Attention: Enter the name and telephone number of the contact individual at the company.
25. Type of Equipment: Enter a detailed description of each item to be purchased.
26. Estimated Annual Quantity: Enter the quantity of each item to be purchased over the next twelve (12)
months.
27. Part No.: Enter the part number for each item to be purchased, if applicable.
28. Primary Account Number: Enter the General Ledger account number from which the funds will be
drawn to pay for each item to be purchased.
29. Unit Price: Enter the unit price of each item to be purchased.
30. Estimated Annual Total: Enter the estimated amount of money to be spent on the each item on an
annual basis (multiply the Unit Price by the Estimated Annual Quantity to obtain the Estimated Annual
Total).
31. Est. Annual Total: Add together the dollar amounts in all the rows under Estimated Annual Total to
obtain a grand total for all items listed on this Purchase Requisition.
32. Confirming: If the item to be purchased will be ordered (via telephone or electronic mail), place an
“X” in the “Yes” box. Upon receipt of the Purchase Requisition, the RTS, Inc. Procurement Officer
will issue a Purchase Order Number for use in ordering the item. Once the order is placed, the Purchase
Order is sent to the selling company. The P.O. indicates to the company that the order has already been
placed and authorizes shipment of the items to RTS, Inc. The P.O. is simply sent only for informational
purposes to confirm placement of the order.
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If an employee is going directly to a store to purchase the item, place an “X” in the “No” box. Upon
receipt of the Purchase Requisition, the RTS, Inc. Procurement Officer will issue a Purchase Order
Number for use in purchasing the item. The RTS Procurement Officer will forward the Purchase Order
to the purchaser, and the purchaser will take the P.O. to the store for use in purchasing the item. In this
case, there is no need to “confirm” placement of an order, because the employee is purchasing the item
directly “off the shelf.”
33. State Contract Number: If the item is available for purchase from a New York State Contract, enter
the contract number of the appropriate contract.
34. Requisitioned By: Signature of individual requesting the item(s).
35. Approved By: Signature of Department Head or Chief Financial Officer (if required).
36. Forward the completed Purchase Requisition to the RTS, Inc. Procurement Officer for further
processing.
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FORMAL QUOTATION (SMALL PURCHASE) PROCURMENT FILE CHECKLIST
Applicable Procurement Type: Formal Quotation (Small Purchase) ($2,500-$24,999.99)
Project Name/Description: ___________________________________
REQUIRED DOCUMENTATION
DATE FILED
INITIAL
Procurement Request Memo with Independent Cost
Estimate
Memo Justifying Procurement Method
Complete Specification/Solicitation Document (including
Fed. And NYS Clauses, if applicable)
Advertisements (if applicable) (Under $15,000 not required
to be advertised)
Pre-Quote Meeting Documentation (if applicable)
List of Bidders and Price Quotes (Minimum of 3 quotes).
Award Justification Memo, including Determination of
Responsiveness and Responsibility
Executed Contract
Insurance Certificate(s)
Executed Purchase Requisition (if applicable) —Copy sent to
Purchasing Supervisor
Contract Modification Justification with Cost or Price
Analysis
Related Correspondence/E-Mails.
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SEALED INVITATION FOR BIDS (IFB) PROCUREMENT FILE CHECKLIST
Applicable Procurement Type: Invitation for Bids (IFB) (over $25,000)
Project Name/Description: ___________________________________
REQUIRED DOCUMENTATION
DATE
FILED
INITIAL
Procurement Request Memo with Independent Cost Estimate
Memo Justifying Procurement Method
Complete Specification/Solicitation Document (including Fed. And
NYS Clauses, if applicable)
Bid Security (Required for Construction over $100,000)
Performance Bond (required for Construction over $100,000)
Labor and Materials Payment Bond (required for Construction over
$100,000)
Advertisement(s)
Pre-Bid Meeting Documentation (if applicable)
Certified Bid Tabulation
Award Justification Memo if Awarded to Other than Low Bidder
Bid Packages/Forms
List of Bidders Directly Solicited and Bidders who Requested the RFP.
Award Justification Memo, including Determination of
Responsiveness and Responsibility
Buy America Certification (Expenditures for Equipment or
Construction over $100,000.
Board Resolution (Expenditures over $ 75,000)
Executed Contract
Insurance Certificate(s)
Executed Purchase Requisition (if applicable) —Copy sent to
Purchasing Supervisor
Contract Modification Justification with Cost or Price Analysis
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REQUEST FOR PROPOSALS (RFP) PROCUREMENT FILE CHECKLIST
Applicable Procurement Type: Request for Proposals (RFP)
Project Name/Description: ___________________________________
REQUIRED DOCUMENTATION
DATE FILED
INITIAL
Procurement Request Memo with Independent Cost Estimate
Memo Justifying Procurement Method
Complete Specification/Solicitation Document (including Fed.
And NYS Clauses, if applicable)
Advertisement(s)
Pre-Proposal Meeting Documentation (if applicable)
List of Proposals and Prices
Proposal Evaluation Forms
Proposals
List of Proposals and Prices with Indication of Bidders Directly
Solicited and Bidders who Requested the RFP.
Award Justification Memo, including Determination of
Responsiveness and Responsibility
Buy America Certification (Expenditures for Equipment or
Construction over $100,000.
Board Resolution (Expenditures over $25,000)
Executed Contract
Insurance Certificate(s)
Executed Purchase Requisition (if applicable) —Copy sent to
Purchasing Supervisor
Contract Modification Justification with Cost or Price Analysis
Related Correspondence/E-Mails.
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SOLE SOURCE PROCUREMENT FILE CHECKLIST
Applicable Procurement Type: Sole Source Procurement
Project Name/Description: ___________________________________
REQUIRED DOCUMENTATION
DATE FILED
INITIAL
Procurement Request Memo with Independent Cost Estimate
Memo Justifying Procurement Method
Complete Specification/Solicitation Document (including Fed. And
NYS Clauses, if applicable)
Advertisement(s), including Statement of Sole Source Procurement
Intention
List of Proposals and Prices
Proposals
List of Proposals and Prices with Indication of Bidders Directly
Solicited and Bidders who Requested the RFP.
Award Justification Memo, including Determination of
Responsiveness and Responsibility
Cost Analysis Memo
Buy America Certification (Expenditures for Equipment or
Construction over $100,000.
Board Resolution (Expenditures over $25,000)
Executed Contract
Insurance Certificate(s)
Executed Purchase Requisition (if applicable) —Copy sent to
Purchasing Supervisor
Contract Modification Justification with Cost or Price Analysis
Related Correspondence/E-Mails.
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EXAMPLE RFP EVALUATION PROCESS
Excerpt from the American Public Transit Association Standard Bus Procurement Guidelines Draft as of 9/20/96
1.1.4 PROPOSAL EVALUATION, NEGOTIATION AND SELECTION
Proposals will be evaluated, negotiated, selected and any award made in accordance with the criteria and
procedures described below. The approach and procedures are those which are applicable to a competitive
negotiated procurement whereby proposals are evaluated to determine which proposals are within a competitive
range. Discussions and negotiations may then be carried out with Offerors within the competitive range, after
which Best and Final Offers (BAFOs) may be requested. However, the RGRTA may select a proposal for award
without any discussions or negotiations or request for any BAFO(s). Subject to the RGRTA’s right to reject any or
all proposals, the Offeror will be selected whose proposal is found to be most advantageous to the RGRTA, based
upon consideration of the criteria of "Qualification Requirements" (Section 1.1.4.3.1) and "Proposal Evaluation
Criteria" (Section 1.1.4.3.2) below.
1.1.4.1 Opening of Proposals
Proposals will not be publicly opened. All proposals and evaluations will be kept strictly confidential throughout
the evaluation, negotiation and selection process. Only the members of the Selection Committee and Evaluation
Team and other RGRTA officials, employees and agents having a legitimate interest will be provided access to the
proposals and evaluation results during this period.
1.1.4.2 Selection Committee and Evaluation Team
(NOTE: RGRTA to specify how it will organize the evaluation and appropriately title this section. The following is
provided as an example.)
A Selection Committee will be established. The Committee will make all decisions regarding the evaluations,
determination of responsible Offerors and the competitive range, negotiations and the selection of the Offeror, if
any, that may be awarded the Contract. The Selection Committee will be assisted by an Evaluation Team which
will include officers, employees and agents of the RGRTA. The Evaluation Team will carry out the detailed
evaluations and report all of its findings to the Selection Committee.
1.1.4.3 Proposal Selection Process
The following describe the process by which proposals will be evaluated and a selection made for a potential
award. Any such selection of a proposal by a responsible Offeror shall be made by consideration of only the
criteria of "Qualification Requirements"
(Section 1.1.4.3.1) and "Proposal Evaluation Criteria"
(Section 1.1.4.3.2) below.
Section 1.1.4.3.1 specifies the requirements for determining responsible Offerors, all of which must be met by an
Offeror to be found qualified. Final determination of an Offeror's qualification will be made based upon all
information received during the evaluation process and as a condition for award. Section 1.1.4.3.2 contains all of
the evaluation criteria, and their relative order of importance, by which a proposal from a qualified Offeror will be
considered for selection. An award, if made, will be to a responsible Offeror for a proposal which is found to be in
the RGRTA's best interest, price and other evaluation criteria considered.
The procedures to be followed for these evaluations are provided in "Evaluation Procedures" (Section 1.1.4.4)
below.
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1.1.4.3.1 Qualification Requirements
The following are the requirements for qualifying responsible Offerors. All of these requirements must be met;
therefore, they are not listed by any particular order of importance. The Offeror of any proposal that the Selection
Committee finds not to meet these requirements, and cannot be made to meet these requirements, may be
determined by the Selection Committee not to be responsible and its proposal rejected. The requirements are as
follows:
(NOTE: Requirements shown in italics are examples to serve as guidelines. The RGRTA is to choose and specify
the appropriate requirements.)
I. Sufficient financial strength and resources and capability to finance the work to be performed and complete the
Contract in a satisfactory manner as measured by:
A. Offeror's financial statements prepared in accordance with United States Generally Accepted
Accounting Principles (GAAP) and audited by an independent certified public accountant authorized to
practice in the jurisdiction of either the RGRTA or the Offeror. (NOTE: RGRTA to determine any
minimum requirements for equity, working capital, debt, etc. For example where it would be possible to
establish some minimum numerical values for equity, debt to assets ratio, etc. as a screening mechanism,
this should be done on an approximate basis to avoid having to rule out an otherwise viable Offeror which
is just below a rigid minimum. Whatever measures are established should be consistent with what the
financial strength needs are for the project. Here it is only important to determine if the Offeror will have
sufficient financial strength to pay its bills on time, fund the cash flow, and meet obligations to
subcontractors. The evaluation of financial strength should take into account the Offeror's other
contractual commitments)
B. (NOTE: If performance bonding is specified as an alternative to or together with other financial
qualifications and assurances) Ability to secure required bond(s) as evidenced by a letter of commitment
from an underwriter confirming that the Offeror can be bonded for the required amount.
C. Willingness of any parent company to provide the required financial guaranty evidenced by a letter of
commitment signed by an officer of the parent company having the authority to execute the parent
company guaranty.
(NOTE: If the Offeror is a subsidiary(ies) of another company(ies) or is a joint venture, guaranties from
the parents and/or corporate members of the joint venture should be required. Language can be stipulated
by the RGRTA to assure that the guaranty is effective.)
D. Ability to obtain required insurance with coverage values that meet minimum requirements evidenced
by a letter from an underwriter confirming that the Offeror can be insured for the required amount.
II. Evidence that the human and physical resources are sufficient to perform the contract as specified and assure
delivery of all equipment within the time specified in the Contract, to include:
A. Engineering, management and service organizations with sufficient personnel and requisite disciplines,
licenses, skills, experience, and equipment to complete the Contract as required and satisfy any
engineering or service problems that may arise during the warranty period.
B. Adequate manufacturing facilities sufficient to produce and factory-test equipment on schedule.
C. A spare parts procurement and distribution system sufficient to support equipment maintenance without
delays and a service organization with skills, experience, and equipment sufficient to perform all warranty
and on-site work.
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III. Evidence that Offeror is qualified in accordance with Agency Quality Assurance Provisions.
IV. Evidence of satisfactory performance and integrity on contracts in making deliveries on time, meeting
specifications and warranty provisions, parts availability, and steps Offeror took to resolve any judgments, liens,
fleet defects history, and warranty claims. Evidence shall be by client references.
Proposal Evaluation Criteria
The following are the complete criteria, listed by their relative degree of importance, by which proposals from
responsible Offerors will be evaluated and ranked for the purposes of determining any competitive range and to
make any selection of a proposal for a potential award. Any exceptions, conditions, reservations or
understandings explicitly, fully and separately stated on the "Form for Proposal Deviation (Section 1.1.6.9)
which do not cause the RGRTA to consider a proposal to be outside the competitive range, will be evaluated
according to the respective evaluation criteria and/or sub-criteria which they affect.
The criteria are listed numerically by their relative order of importance. However, certain criteria may have sub-
criteria that are listed by their relative order of importance within the specific criterion they comprise. Also,
certain sub-criteria may have sub-criteria that are listed by their relative degree of importance within the specific
sub-criterion they comprise.
(NOTE: RGRTA to define and insert the evaluation criteria. At the option of the RGRTA weights should be
assigned to each criterion and sub-criterion and shown in the document. The criteria are to be listed by their
order of importance in the evaluation. The following are suggested categories of criteria for RGRTA
consideration, but not listed in suggested order of importance:
Technical
Qualifications and Resources
Management
Price
Other Financial Impacts
Example evaluation criteria are presented in the Appendix at the end of this Section 1.)
1.1.4.4 Evaluation Procedures
All aspects of the evaluations of the proposals and any discussions/negotiations, including documentation,
correspondence and meetings, will be kept confidential during the evaluation and negotiation process.
Proposals will be analyzed for conformance with the instructions and requirements of the RFP and Contract
documents. Proposals that do not comply with these instructions and do not include the required information
may be rejected as insufficient or not be considered for the competitive range. RGRTA reserves the right to
request an Offeror to provide any missing information and to make corrections. Offerors are advised that the
detailed evaluation forms and procedures will follow the same proposal format and organization specified in
"Instructions to Offerors" (Section 1.1.3). Therefore, Offerors shall pay close attention to and strictly follow all
instructions. Submittal of a proposal will signify that the Offeror has accepted the whole of the Contract
documents, except such conditions, exceptions, reservations or understandings explicitly, fully and separately
stated on the forms and according to the instructions of "Form for Proposal Deviation." Any such conditions,
exceptions, reservations or understandings which do not result in the rejection of the proposal are subject to
evaluation under the criteria of "Proposal Evaluation Criteria" (Section 1.1.4.3.2).
Evaluations will be made in strict accordance with all of the evaluation criteria and procedures specified in
"Proposal Selection Process" (Section 1.1.4.3).
The RGRTA will select for any award the highest ranked proposal from a responsible Offeror, qualified under
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"Qualification Requirements" (Section 1.1.4.3.1) which does not render this procurement financially infeasible
and is judged to be most advantageous to the RGRTA based on consideration of the evaluation "Proposal
Evaluation Criteria" (Section 1.1.4.3.2).
1.1.4.4.1 Evaluations of Competitive Proposals I. Qualification of Responsible Offerors. Proposals will be evaluated in accordance with requirements of
"Qualification Requirements" (Section 1.1.4.3.1) to determine the responsibility of Offerors. Any proposals from
Offerors whom the RGRTA finds not to be responsible and finds cannot be made to be responsible may not be
considered for the competitive range. Final determination of an Offeror's responsibility will be made upon the
basis of initial information submitted in the proposal, any information submitted upon request by the RGRTA,
information submitted in a BAFO and information resulting from RGRTA inquiry of Offeror's references and its
own knowledge of the Offeror.
II. Detailed Evaluation of Proposals and Determination of Competitive Range. Each proposal will be
evaluated in accordance with the requirements and criteria specified in "Proposal Selection Process"
(Section 1.1.4.3).
The following are the minimum requirements that must be met for a proposal to be considered for the
competitive range. All of these requirements must be met; therefore, they are not listed by any particular order of
importance. Any proposal that the RGRTA finds not to meet these requirements, and may not be made to meet
these requirements, may be determined by the RGRTA to not be considered for the competitive range. The
requirements are as follows:
A. Offeror is initially evaluated as responsible in accordance with the requirements of "Qualification
Requirements"
(Section 1.1.4.3.1), or that the RGRTA finds it is reasonable that said proposal can be modified to meet said
requirements. Final determination of responsibility will be made with final evaluations.
B. Offeror has followed the instructions of the RFP and included sufficient detail information, such that the
proposal can be evaluated. Any deficiencies in this regard must be determined by the RGRTA to be either a
defect that the RGRTA will waive in accordance with "Acceptance/Rejection of Proposals" (Section 1.1.5.1)
or that the proposal can be sufficiently modified to meet these requirements.
C. Proposal price would not render this procurement financially infeasible, or it is reasonable that such
proposal price might be reduced to render the procurement financially feasible.
The RGRTA will carry out and document its evaluations in accordance with the criteria and procedures of
"Proposal Selection Process" (Section 1.1.4.3).
Any extreme proposal deficiencies which may render a proposal unacceptable will be documented. The
RGRTA will make specific note of questions, issues, concerns and areas requiring clarification by Offerors
and to be discussed in any meetings with Offerors which the RGRTA finds to be within the competitive
range.
Rankings and spreads of the proposals against the evaluation criteria will then be made by the RGRTA as a
means of judging the overall relative spread between proposals and of determining which proposals are
within the competitive range, or may be reasonably made to be within the competitive range.
III. Proposals not within the Competitive Range. Offerors of any proposals that have been determined by
the RGRTA as not in the competitive range, and cannot be reasonably made to be within the competitive
range, will be notified in writing, including the shortcomings of their proposals.
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IV. Discussions with Offerors in the Competitive Range. The Offerors whose proposals are found by the
RGRTA to be within the competitive range, or may be reasonably made to be within the competitive range,
will be notified and any questions and/or requests for clarifications provided to them in writing. Each such
Offeror may be invited for a private interview(s) and discussions with the RGRTA to discuss answers to
written or oral questions, clarifications, and any facet of its proposal.
In the event that a proposal, which has been included in the competitive range, contains conditions,
exceptions, reservations or understandings to any Contract requirements as provided in "Form for Proposal
Deviation", said conditions, exceptions, reservations or understandings may be negotiated during these
meetings. However, the RGRTA shall have the right to reject any and all such conditions and/or exceptions,
and instruct the Offeror to amend its proposal and remove said conditions and/or exceptions; and any Offeror
failing to do so may cause the RGRTA to find such proposal to be outside the competitive range.
No information, financial or otherwise, will be provided to any Offeror about any of the proposals from other
Offerors. Offerors will not be given a specific price or specific financial requirements they must meet to gain
further consideration, except that proposed prices may be considered to be too high with respect to the
marketplace or unacceptable. Offerors will not be told of their rankings among the other Offerors.
V. Factory and Site Visits. The RGRTA reserves the right to conduct factory visits to inspect the Offeror's
facilities and/or other transit systems which the Offeror has supplied the same or similar equipment.
VI. Best and Final Offers (BAFO). After all interviews have been completed, each of the Offerors in the
competitive range will be afforded the opportunity to amend its proposal and make its BAFO. The request for
BAFOs shall include:
A. Notice that discussions/negotiations are concluded; B. Notice that this is the opportunity for
submission of a BAFO;
C. A common date and time for submission of written BAFOs, allowing a reasonable opportunity for
preparation of the written BAFOs;
D. Notice that if any modification to a BAFO is submitted, it must be received by the date and time
specified for the receipt of BAFOs and is subject to the late submissions, modifications, and withdrawals
of proposals provisions of the Request for Proposal;
E. Notice that if Offerors do not submit a BAFO or a notice of withdrawal and another BAFO, their
immediate previous Offer will be construed as their BAFO.
Any modifications to the initial proposals made by an Offeror in its BAFO shall be identified in its
BAFO. BAFOs will be evaluated by the RGRTA according to the same requirements and criteria as the
initial proposals "Proposal Selection Process"
(Section 1.1.4.3). The RGRTA will make appropriate adjustments to the initial scores for any sub-criteria
and criteria which have been affected by any proposal modifications made by the BAFOs. These final
scores and rankings within each criteria will again be arrayed by the RGRTA and considered according to
the relative degrees of importance of the criteria defined in "Proposal Evaluation Criteria" (Section
1.1.4.3.2).
The RGRTA will then choose that proposal which it finds to be most advantageous to the RGRTA based
upon the evaluation criteria. The results of the evaluations and the selection of a proposal for any award
will be documented in a report.
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The RGRTA reserves the right to make an award to an Offeror whose proposal it judges to be most
advantageous to the RGRTA based upon the evaluation criteria, without conducting any written or oral
discussions with any Offerors or solicitation of any BAFOs.
APPENDIX A: ILLUSTRATIVE EVALUATION CRITERIA AND SCORING PROCEDURE
Two scoring methods, each including criteria and application of the criteria, are presented below. The first is a
completely weighted method, in which all the criteria have a predetermined role and, given the unavoidably
subjective assignment of pass/fail or numerical scores to specific criteria, results in a single, certain total score for
each proposal. The second method, the narrative/trade-off method, provides more subjectivity in the assignment
and combination of technical scores, and in the trade-offs between price and non-price criteria. An infinite
number of variations and combinations of these methods could be developed.
I. COMPLETELY WEIGHTED FORMULA METHOD
1.1.4.3.2 Illustrative Evaluation Criteria (Completely Weighted Formula Illustrative Method)
I. Affordability (pass or fail). The price proposals will be assessed for affordability. The RGRTA will not
make an award for any proposal which proposes prices that would render the procurement infeasible.
II. Minimum Technical Requirements (pass or fail). Technical proposals shall meet the following minimum
technical requirements for any consideration for selection and award. A proposal not meeting all of these
requirements will be rejected.
(NOTE: Certain requirements of the specification can be selected as absolute requirements, such that where any
one is not proposed to be met would be reason to reject a proposal. When doing so, the specific requirements
must be identified by detailed references.)
EXAMPLES:
1. Passenger Capacity specified in _______.
2. Overall dimensions specified in _______.
3. Performance (speed, acceleration, braking, turning radius) specified in _______.
4. Emissions specified in _______.
5. Propulsion system requirements of _______.
6. Body structural and material requirements of _______.
7. Service proven technology
III. Unacceptable Exceptions, Conditions, Reservations and Understandings (pass or fail). Exceptions,
conditions, reservations or understandings that are explicitly, fully and separately stated on the required form of
Section 1.1.6.9 "Form for Proposal Deviation" will be evaluated for their acceptability. A proposal having a
preponderance of unacceptable exceptions and conditions may be cause for the proposal to be rejected. Each of
any exceptions and/or conditions made in a proposal will be evaluated and the RGRTA will determine their
individual acceptability. An unacceptable exception, condition, reservation or understanding, if not withdrawn
by the Offeror upon the request by the RGRTA, would be cause for the proposal to be rejected. For the purposes
of determining the competitive range a proposal containing unacceptable exceptions, conditions, reservations or
understandings may be included on the basis that the proposal is capable of being made acceptable provided that
the Offeror withdraw or modify the unacceptable exceptions, conditions, reservations or understandings. Any
exceptions, conditions, reservations or understandings which do not cause the RGRTA to consider a proposal to
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be outside the competitive range, will be evaluated according to the respective evaluation criteria and/or sub-
criteria which they affect.
IV. Technical Proposal Scoring Criteria (weight = _______) The transit bus offered in the technical proposal
will be evaluated for the following factors which are listed in their relative order of importance:
A. Engine - Operating experience of previous users and test results of proposed engine and subsystems in
transit service. The degree to which performance requirements of Part 3: Technical Specifications, for the
engine are proposed to be met. The risk of development tasks (if any) will be assessed. (sub-weight = ______)
B. Transmission - Operating experience of previous users and test results of proposed transmission in transit
service. The degree to which performance requirements of Part 3: Technical Specifications, for the
transmission are proposed to be met. The risk of development tasks (if any) will be assessed. (sub-weight =
______)
C. Major Subsystems - Operating experience of previous users and test results of proposed major subsystems
in transit service. The degree to which performance requirements of Part 3: Technical Specifications, for each
major subsystem are proposed to be met. The risk of development tasks (if any) will be assessed. (sub-weight
= ______)
D. Quality Assurance - Sufficiency of in-place Quality Assurance Program and procedures to meet
requirements. (sub-weight = ______)
E. Spare Parts Availability - Degree to which the required availability of spare parts (Section 2.5.4) are
proposed to be met or exceeded. (sub-weight = ______)
F. Standard Warranty - Degree to which the standard warranty of Part 5 is proposed to be met or exceeded.
(sub-weight = _______)
G. System Support - Demonstrated ability to meet or exceed reliability and maintainability requirements;
suitability of test equipment; quality of manuals; and effectiveness of training programs.
(sub-weight = ______)
V. Proposed Price (weight = _______). The lowest proposal price (among all proposals) will be divided by the
proposal price being scored, and the resulting quantity will be multiplied by the weight for the proposed price
criterion.
VI. Qualifications (weight = _______). Degree to which Offeror exceeds the required qualifications of Section
1.1.4.3.1 above.
A. Financial Strength and Resources (sub-weight = ______)
B. Human and Physical Resources (sub-weight = ______)
C. Record of Performance on Bus Contracts (sub-weight = ______)
VII. Other Financial Impacts (weight = _______). This factor will consider the following financial impacts:
maintenance costs resulting from parts reliability, parts standardization, warranties, timeframe for Contract
performance and final delivery, and the extent to which the RGRTA can analyze cost and pricing data.
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1.1.4.3.3 Application of Evaluation Criteria. (Completely Weighted Formula Illustrative Method)
(NOTE: This section may or may not be included, dependent upon the specific criteria that are included in
Section 1.1.4.3.2.)
Proposals will be evaluated against the pass/fail Criteria Nos. 1, 2 and 3. Any proposal which meets all pass/fail
criteria, or fails one or more of these criteria but is susceptible of being made to meet such failed criteria, will be
considered within the competitive range. Otherwise, a proposal may not be considered to be within the
competitive range.
Sub-criteria of Criteria Nos. 4 and 6 will be scored based on the reviewer's determination of the degree of
compliance with Contract requirements, potential risks and benefits, and strengths and weaknesses. The score is
reduced in proportion to the extent of non-conformance, discrepancies, errors, omissions, and risks to the
RGRTA. Scores will be assigned according to the following:
9 - 10 Exceptional. Fully compliant with Contract requirements and with desirable strengths or betterments;
no errors, or risks, or weaknesses or omissions.
6 - 8 Good to Superior. Compliant with Contract requirements; some minor errors, or risks, or weaknesses
or omissions.
4 - 5 Adequate. Minimally compliant with Contract requirements; errors, or risks, or weaknesses or
omissions; possible to correct and make acceptable.
1 - 3 Poor to Deficient. Non-compliant with Contract requirements; errors, or risks, or weaknesses or
omissions; difficult to correct and make acceptable.
0 Unacceptable. Totally deficient and not in compliance with Contract requirements; not correctable.
An estimate of the impact costs to the RGRTA will be made for the items listed in Criterion No. 7. Resultant
scores for each sub-criterion will be weighed by the appropriate weight factors and a total score for each
criterion determined. The scores of Criteria Nos. 4, 5 and 6 will then be weighed by the appropriate weight
factors and a total score developed for the proposal. The following table illustrates the procedure.
II. NARRATIVE / TRADE-OFF METHOD
1.1.4.3.2 Evaluation Criteria (Narrative / Trade-Off Illustrative Method)
I. Unacceptable Exceptions, Conditions, Reservations and Understandings (pass or fail). Exceptions,
conditions, reservations or understandings that are explicitly, fully and separately stated on the required form of
Section 1.1.6.9 "Form for Proposal Deviation" will be evaluated for their acceptability. A proposal having a
preponderance of unacceptable exceptions and conditions may be cause for the proposal to be rejected. Each of
any exceptions and/or conditions made in a proposal will be evaluated and the RGRTA will determine their
individual acceptability. An unacceptable exception, condition, reservation or understanding, if not withdrawn
by the Offeror upon the request by the RGRTA, would be cause for the proposal to be rejected. For the purposes
of determining the competitive range a proposal containing unacceptable exceptions, conditions, reservations or
understandings may be included on the basis that the proposal is capable of being made acceptable provided that
the Offeror withdraw or modify the unacceptable exceptions, conditions, reservations or understandings. Any
exceptions, conditions, reservations or understandings which do not cause the RGRTA to consider a proposal to
be outside the competitive range, will be evaluated according to the respective evaluation criteria and/or sub-
criteria which they affect.
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II. Other Pass/Fail Criteria - (NOTE: If the RGRTA wishes to impose any other unalterable conditions on the
proposals, these may be included as pass/fail criteria. Proposer criteria in addition to those specified in Section
1.1.4.3.1 "Qualification Requirements"(such as financial capability, proof of ability to provide performance
bonds, or proven experience record) or essential technical criteria (such as propulsion system or approved equal,
or structural requirements) may be either included in this category as pass/fail criteria, or evaluated under the
following criteria with extremely low ranking for attributes that are unsatisfactory. The necessary input data
should correspond to proposal requirements listed in Sections 1.1.3.2.2 "Technical Proposal" or 1.1.3.2.3
"Management Plan.")
III. Technical Proposal - The transit bus and support offered in the technical proposal will be evaluated for the
following factors which are listed in their relative order of importance:
A. Powertrain - Operating experience of previous users and test results of proposed engine, transmission,
and subsystems in transit service. The degree to which performance requirements of Part 3: Technical
Specifications and the needs of the RGRTA, for the engine and transmission are proposed to be met. The
risk of development tasks (if any) will be assessed.
B. Structure, Suspension, and Body - Operating experience of previous users and test results of proposed
structure, suspension (including braking systems and steering) and body in transit service. The degree to
which performance requirements of Part 3: Technical Specifications and the needs of the RGRTA, for these
systems are proposed to be met. The risk of development tasks (if any) will be assessed.
C. Other Major Subsystems - Operating experience of previous users and test results of proposed major
subsystems in transit service. The degree to which performance requirements of Part 3: Technical
Specifications and the needs of the RGRTA, for each major subsystem are proposed to be met. The risk of
development tasks (if any) will be assessed.
D. Quality Assurance - Sufficiency of in-place Quality Assurance Program and procedures to meet
requirements.
E. Spare Parts Availability - Degree to which the required availability of spare parts (Section 2.5.4) are
proposed to be met or exceeded.
F. Standard Warranty - Degree to which the standard warranty of Part 5 is proposed to be met or exceeded.
G. System Support - Demonstrated ability to meet or exceed reliability and maintainability requirements;
suitability of test equipment; quality of manuals; and effectiveness of training programs.
H. Other Financial Impacts - This factor will consider the following financial impacts: maintenance costs
resulting from parts reliability, parts standardization, warranties, timeframe for Contract performance and
final delivery, and the extent to which the RGRTA can analyze cost and pricing data.
I. Qualifications - Degree to which Offeror exceeds the required qualifications of Section 1.1.4.3.1 above.
a) Human and Physical Resources.
b) Financial Strength and Resources.
c) Record of Performance on Bus Contracts.
(NOTE: The necessary input data should correspond to proposal requirements listed in Sections 1.1.3.2.2
"Technical Proposal" or 1.1.3.2.3 "Management Plan.")
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IV. Proposed Price. The price proposals will be evaluated and appropriate, uniform treatment of unit costs,
ancillary products and services, escalators, exchange rates, deviations and options will reduce each proposal
to a single price evaluation figure. (NOTE: FTA competitive procurement requirements specify that to
preserve the right to exercise options, they should be included in the evaluation).
1.1.4.3.3 Application of Evaluation Criteria. (Narrative / Trade-Off Illustrative Method)
(NOTE: This section may or may not be included, dependent upon the specific criteria that are included in
Section 1.1.4.3.2.)
1. Proposals will be evaluated against the pass/fail Criteria Nos. 1 and 2. Any proposal which meets all pass/fail
criteria, or fails one or more of these criteria but is deemed susceptible of being made to meet such failed criteria,
will be considered within the competitive range. Otherwise, a proposal may not be considered to be within the
competitive range.
Sub-criteria of Criterion No. 3 will be evaluated based on the reviewer's determination of the degree of
compliance with Contract requirements, potential risks and benefits, and strengths and weaknesses. One of the
following adjectival ratings should be used for each subcriterion:
Excellent Significantly exceeds in all respects the minimum requirements; high probability of success; no
significant weaknesses.
Very Good Substantial response; meets in all aspects and in some cases exceeds, the critical requirements; no
significant weaknesses.
Good Generally meets minimum requirements; good probability of success; weaknesses can be readily
corrected.
Marginal Lack of essential information; low probability for success; significant weaknesses, but
correctable.
Unsatisfactory Fails to meet minimum requirements; needs major revision to make it acceptable.
Evaluators are to substantiate each rating with a brief narrative explaining their evaluation. The narrative will be
specific in nature, addressing the strengths/weaknesses of the proposal in each area and provide a sound rationale
for the conclusion reached. This becomes the basis for the evaluator's overall rating and comparison to other
proposals. To arrive at the overall technical rating, the evaluator will develop a summary statement.
Evaluators may utilize an informal weighting scheme as a tool (not to be considered the formal evaluation) to
assist them in formulating their evaluation. This may be helpful to individual evaluators in terms of remaining
focused on the relationship between criteria and facilitate the evaluation process.
2. The individual evaluators will rank each of the proposals reviewed in descending order and provide a
supporting narrative, addressing the specific elements of the proposal that are the determining factors (consistent
with step 1 findings) for their position within the ranking.
3. Committee members will review and discuss the individual findings and develop a consensus ranking
consistent with the evaluation criteria. The committee ranking must also be supported by a narrative that
provides the rationale (specific strengths and weaknesses) for their determination.
4. The rank ordered list of proposals will be arrayed in descending order together with the price evaluation figure
for each proposal. As the list is reviewed in descending order, any increase in price as technical merit decreases
will cause the elimination of the proposal from the list. If more than one proposal remains, the committee will
review the trade-offs between descending technical merit and descending price. The committee will then make a
decision regarding which of the proposals is the most advantageous to the RGRTA, price and other factors
considered.
~END~