Transit Management Services

Worcester Regional Transit Authority Request for Proposals (RFP) #2023-01 FOR Transit Management Services PROPOSALS DUE: October 21, 2022 2:00 p.m., EDT Dennis J. Lipka, Administrator Worcester Regional Transit Authority 60 Foster Street Worcester, MA 01608 CONTACT: Nicholas Burnham, Grants and Compliance Manager (508) 453-3401 nburnham@therta.com Issued: September 2, 2022 mailto:nburnham@therta.com 2 TABLE OF CONTENTS Section Section Title Page(s) 1. General Information 4 1.1 Solicitation 4 1.2 WRTA’s Transit Philosophy 4 2. Instructions to Respondents 4 2.1 Procurement Schedule 4 2.2 Submission of Proposal 5 2.3 Cost Associated with Preparing Response to RFP 5 2.4 Pre-Proposal Meeting 5 2.5 Questions / Clarifications 6 2.6 Bid Bond 6 2.7 Performance Bond 6 2.8 RFP Documents 6 2.9 Required Submissions 6 2.10 Public Opening of RFP 7 2.11 Multiple Proposals 7 2.12 Updates

and Addenda 7 2.13 Late Proposals 7 2.14 Point of Contact 8 2.15 Non-Collusion Declaration 8 2.16 Certification as to Payment of State Taxes 8 2.17 RFP Evaluation Criteria 8 2.18 Reservations 9 2.19 Notification of Withdrawals of Proposals to RFP 9 2.20 Interpretation 10 2.21 Notice of Intent to Award 10 2.22 Execution of Agreement 10 2.23 Proprietary Information 10 2.24 Exceptions and / or Deviations 10 3. Specifications and Requirements 11 3.1 Introduction 11 3.2 Scope of Services 13 3.3 Proposal Content 16 3.4 Contract 18 4. Standard Terms and Conditions 18 4.1 Invoicing 18 3 TABLE OF CONTENTS Section Section Title Page(s) 4.2 Controlling Law 18 4.3 Taxes, Charges, and Extras 18 4.4 Award 18 4.5 Alteration or Variation of Terms 19 4.6 Assignability 19 4.7 Compliance with Statute 19 4.8 Insurance Requirements 19 4.9 Warranty 19 4.10 Federal Contract Clauses 19 4.11 Davis Bacon 20 4.12 Rights and Remedies of WRTA for Default 20 4.13 Severability 20 4.14 Limitation on Funding 20 4.15 Evaluation Results 20 4.16 DBE Objective / Policy Statement 21 5. Exhibits EXHIBIT A Prospective Proposer Fact Sheet 22 EXHIBIT B Cost Proposal Form 23 EXHIBIT C Customer References 25 EXHIBIT D Non-Collusion Declaration 26 EXHIBIT E Certification as to Payment of State Taxes 27 EXHIBIT F Federal Contract Clauses 28 Debarment and Suspension Certification 44 Lobbying Restrictions Certification 45 EXHIBIT G Protest Procedures 46 EXHIBIT H Fleet Roster 49 EXHIBIT I Sample Agreement 54 4 SECTION 1. GENERAL INFORMATION 1.1 Solicitation The Worcester Regional Transit Authority, herein referred to as “WRTA” is a political subdivision of the Massachusetts Department of Transportation. It is responsible for public transit services in thirty-seven (37) communities within the Central Massachusetts region, and is funded with Federal, State and local subsidies, as well as farebox revenue. The WRTA was created pursuant to Massachusetts General Laws, Chapter 161B. The WRTA is prohibited, by the provisions of Section 25 of Chapter 161B, from directly operating transit services; thus, the WRTA is soliciting proposals from qualified contractors for management and operational services of its public transit systems and ancillary public transit services as allowed by MGL 161B and the Urban Mass Transportation Act of 1964, as amended. The WRTA is an Equal Opportunity Employer. Disadvantaged Business Enterprises are encouraged to submit proposals and no proposer will be subject to discrimination based on race, color, religion, ancestry, national origin, age, gender, disability, sexual orientation, veteran status, or other protected class, as identified by law, in consideration of an award of contract. The WRTA is required to comply with the mandates of the Americans with Disabilities Act (ADA), as are the entities with which it contracts for transit. For the purposes of this contract and project, the WRTA must also comply with funding rules and regulations of the Federal Transit Administration (FTA) and the Massachusetts Department of Transportation (MassDOT), as well as other federal and state funding sources. 1.2 WRTA’s Transit Philosophy It is the goal of the Worcester Regional Transit Authority, through its Operator, to provide the best, efficient, and maximum amount of transportation possible to its service area with its limited revenues from the Federal Transit Administration (FTA), the Commonwealth of Massachusetts (MassDOT), and its Member Communities. SECTION 2. INSTRUCTIONS TO RESPONDENTS 2.1 Procurement Schedule The following is an anticipated RFP engagement schedule. The WRTA may change the estimated dates and process as deemed necessary. The proposed schedule for submittal, reviews, and notification is as follows: Activity Date Release & Advertise RFP September 2, 2022 Pre-Proposal Meeting September 19, 2022 Deadline for Questions/Clarifications September 26, 2022 Response to Questions/Clarifications October 3, 2022 Deadline for Issuance of Addendum (if necessary) October 3, 2022 5 Proposals Due October 21, 2022 Interviews (if needed) November 7-9, 2022 Recommendation & Notice of Award November 14, 2022 Complete Contract December 15, 2022 It is anticipated that services will begin on January 1, 2023. This project is being developed with, and is or will be subject to, the regulations and procedures of the funding agencies; the Federal Transit Administration (FTA), and the Massachusetts Department of Transportation (MassDOT). 2.2 Submission of Proposal One (1) original, and four (4) physical copies of the proposal must be submitted in hard copy, and one (1) version of the proposal must be submitted in electronic format (Google Drive, or Dropbox) in Adobe PDF to: Worcester Regional Transit Authority 60 Foster Street Worcester, MA 01608 Attention: Nicholas Burnham, Grants and Compliance Manager Electronic Submission: nburnham@therta.com Proposals must be sealed and clearly marked on the outside as follows: “Proposal for WRTA Transit Management Services – RFP #2023-01”. Proposals shall be submitted no later than 2:00 PM Eastern Daylight Time (EDT) on October 21, 2022. Proposals received after the date and time specified above will not be considered. Proposals shall be written in an easy-to-read format using accessible fonts of 11 points or higher. Proposals shall be limited to a maximum page count of thirty (30) pages (not including Exhibit submissions). Electronic proposal submissions must be sent to the email address listed above via a link to Google Drive, Dropbox, or similar file hosting service. USB thumb drives or CDs will not be accepted. 2.3 Cost Associated with Preparing Response to RFP The respondent shall be solely responsible for any and all costs incurred in the preparation or submittal of the proposal. No portion of these costs shall in anyway be incurred by the WRTA. 2.4 Pre-Proposal Meeting A Pre-Proposal meeting will be held at the WRTA Maintenance and Operations Facility (42 Quinsigamond Avenue, Worcester, MA 01610) on Monday, September 19, 2022 at 2:00 PM. All potential respondents to this RFP are highly encouraged to attend, though not mandatory, nor a condition of a final award. Parking is available directly at the facility. mailto:nburnham@therta.com 6 2.5 Questions / Clarifications The deadline for questions or clarifications must be received by the WRTA in writing no later than Monday, September 26, 2022 at 5:00 PM EDT. 2.6 Bid Bond A bid bond is not required for this RFP. 2.7 Performance Bond A performance bond is not required for this RFP. 2.8 RFP Documents The following, in addition to this RFP, constitute the RFP documents: • EXHIBIT A – Prospective Proposer Fact Sheet • EXHIBIT B – Cost Proposal Form • EXHIBIT C – Customer References • EXHIBIT D – Non-Collusion Declaration • EXHIBIT E – Certification as to Payment of State Taxes • EXHIBIT F – Federal Contract Clauses • EXHIBIT G – Protest Procedures • EXHIBIT H – Fleet Roster • EXHIBIT I – Sample Agreement 2.9 Required Submissions To facilitate the WRTA’s objective review of the RFP’s from different Firms, the Firms are requested to organize the main document using a standardized format. Each RFP must contain the following: • A completed Prospective Proposer Fact Sheet (located in EXHIBIT A). • Letter of Transmittal – The letter is not intended to be a summary of the proposal itself. The letter of transmittal must contain the following statements and information: • Name, title, address, e-mail address and telephone number of the person or persons to contact who are authorized to represent the firm and to whom correspondence should be directed. • Company name, address and telephone number(s) of the firm submitting the proposal. Please identify the state of incorporation, if the address is different and legal name and form of the respondent. • Names of Principals and/or Officers of the company. • Federal and State taxpayer identification numbers of the firm. • Briefly state your understanding of the services to be performed and make a positive commitment to provide the services as specified. 7 • The letter must be signed by a corporate officer or other individual who is legally authorized to bind the applicant to both its proposal and cost schedule. • Statement which indicates “proposal and cost schedule shall be valid and binding for 180 days following proposal due date and will become part of the contract that is negotiated with the WRTA.” • If a joint venture, provide the above information for all participating firms. • A completed Cost Proposal Form (located in EXHIBIT B). • Provide the name, title, address, e-mail address, and telephone number of three references for clients whom you have provided similar services recently. Please provide information referencing the actual services provided, customer size, and length of tenure providing services to this client (located in EXHIBIT C). Terms and Conditions of the Contract The WRTA proposes to use a standard contract for professional services, a copy of which is included in EXHIBIT I. Should the firm have any special or unusual contract conditions or limitations, the WRTA should be advised of these in this section of the RFP. The required certifications and Federal Contract Clauses are located in EXHIBITS D, E, and F. 2.10 Public Opening of RFP There will not be a formal public opening for this RFP. 2.11 Multiple Proposals Only one proposal will be accepted from any one person, partnership, corporation or other entity. 2.12 Updates and Addenda No one is authorized to amend any of these documents in any respect by an oral statement or to make any representation or interpretation in conflict with their provisions. Any changes to these documents will be issued in writing via Addendum by Nicholas Burnham or designee. Respondents shall be responsible for continually checking the WRTA’s website at www.therta.com for the most current information regarding this RFP. Current information may be in the form of an update or formal addendum. Updates and / or addenda will be posted on the above mentioned website by Monday, October 3, 2022 at 5:00 PM EDT. 2.13 Late Proposals All proposals to the RFP must be delivered in person or received by mail no later than Friday, October 21, 2022 at 2:00 PM EDT. Respondents shall be responsible for the timely delivery of http://www.therta.com/ 8 their proposals. Proposals received after the deadline will not be considered. 2.14 Point of Contact All correspondence regarding this RFP shall be directed in writing to Nicholas Burnham who may be reached by email at nburnham@therta.com. No other individual has the authority to respond to any questions submitted unless specifically authorized by Nicholas Burnham. Failure to adhere to this process may disqualify the Proposer. 2.15 Non-Collusion Declaration Respondents shall execute a Non-Collusion Declaration on the form furnished by the WRTA. EXHIBIT D includes the Non-Collusion Declaration form and is attached to the RFP. 2.16 Certification as to Payment of State Taxes Respondents shall execute a Certification as to Payment of State Taxes on the form furnished by the WRTA. EXHIBIT E includes the certification form and is attached to the RFP. 2.17 RFP Evaluation Criteria Proposals will be evaluated and ranked based upon objective Qualification-Based criteria. The WRTA will select the most qualified firm based on a point system outlined below. The maximum score that any one proposal shall receive is 100, with an opportunity to earn an 5 additional points (optional). A selection committee has been established to review and evaluate all documentation submitted in response to the Request for Proposals. The committee will conduct a preliminary evaluation of all documentation to determine that firms are qualified to perform the required services. The selection committee will make a recommendation of an award to the WRTA Administrator, who will make the final selection for contract award. The WRTA reserves the right to request an interview with any firm during the selection process. Should the WRTA see the need to interview a firm, the firm will be notified as early as possible in the proposal review process. The selection criteria are as follows: 1. Qualifications and Experience of identified management personnel with emphasis on the following (30 Points): a. Actual experience of the Proposed Management Team of a similar size fixed- route and demand response transit system. b. Experience in labor relations and negotiations with a labor organization of similar size as WRTA. c. Experience in fixed-route transit and paratransit vehicle maintenance. d. Experience in the administration of insurance programs, and safety and loss prevention programs. e. Experience in the use of performance measures to achieve improvements. f. Experience with onboard technologies (e.g. APC, AVL, AVM). g. Experience with Hastus scheduling software. mailto:nburnham@therta.com 9 2. The technical qualifications of the Proposer (30 Points): a. General qualifications. b. Experience in top management of similar sized transit systems. c. Reputation of the Proposer based on industry and other references. d. Experience with applicable Massachusetts safety and environmental laws and procedures. 3. Cost Proposal (30 Points) 4. References (5 Points) 5. Demonstrated Management Innovations (5 Points) 6. Additional Points – Optional (5 Points): a. Proposers can receive additional points, up to a maximum of 5 points, for identifiable costs savings anticipated and resulting from specific innovative programs, policies, and procedures to be implemented by the Proposer. i. Examples include, but are not limited to: the use of technology in planning, service delivery, customer service, vehicle maintenance, inventive service standards, etc. 2.18 Reservations The WRTA reserves the right to do the following at any time and for its own convenience, at its sole discretion: • Waive or correct any minor or inadvertent defect, irregularity or technical error in any RFP or procedure, as part of the RFP or any subsequent negotiation process • Terminate this RFP and issue a new Request for Proposals anytime thereafter • Procure any materials or services specified in the RFP by other means • Extend any or all deadlines specified in the RFP, including deadlines for accepting RFP’s by issuance of an Addendum at any time prior to the deadline for receipt of proposals to the RFP • Disqualify any Proposer on the basis of any real or perceived conflict of interest or evidence of collusion that is disclosed by the proposal or other data available to the WRTA. Such disqualification is at the sole discretion of the WRTA • Reject any Proposer that is in breach of or in default under any other agreement with the WRTA • Reject any Proposer deemed by the WRTA to be non-responsive, unreliable, unqualified, or non-responsible. 2.19 Notification of Withdrawals of Proposals to RFP’s Proposals may be modified or withdrawn prior to the date and time specified for RFP submission by an authorized representative of the Proposer or by formal written notice. All proposals not withdrawn prior to the proposal due date will become property of the WRTA. 10 2.20 Interpretation Should any discrepancies or omissions be found in the RFP specifications / requirements, or doubt as to their meaning, the Proposer shall notify the WRTA in writing at once (email is recommended). The WRTA will post updates or addenda on its website (www.therta.com). The WRTA shall not be responsible for oral interpretations. All addenda issued shall be incorporated in the Contract. 2.21 Notice of Intent to Award Notice of Intent to Award may be issued upon receipt of all required documents. 2.22 Execution of Agreement Upon successful reference checks, evaluation, and receipt of all required documents, an agreement (EXHIBIT I) must be executed by both parties. The WRTA intends to enter into contract negotiations with the Proposer of the highest evaluation score, with the ultimate goal of developing a fixed price contract for three (3 years) with up to seven one-year (1) options. The contractor’s proposal and the sample agreement included in the RFP shall form the basis of negotiations. If WRTA is unable to reach an agreement with the selected contractor, it reserves the right to terminate negotiations and conduct negotiations with the next highest ranked Proposer or reject all proposals and conduct a new solicitation. The successful Proposer shall be subject to all provisions of this RFP. The resulting agreement for Transit Management Services shall also be subject to and incorporate by reference the FTA required Contract Clauses. Firms that are not registered and active in the U.S. government’s System for Award Management (SAM) by the award date will not be considered for this award. 2.23 Proprietary Information All information appearing within the proposal is subject to public inspection. Any proprietary information must be clearly marked as such and submitted in a separate sealed envelope, provided, however, that this process shall not impede the obligation of the WRTA to respond to any public records request as required by Applicable Law. Reference sealed envelope within the body of the proposal. 2.24 Exceptions and / or Deviations No exceptions to or deviations from this specification will be considered, unless each exception or deviation is specifically stated by the Proposer as an exception on the request form and accompanied by a detailed statement completely defining the exception and / or deviation. The manufacturer’s name, product name or trade name, and catalog or part number must be shown on the RFP in the designated places; however, that information is not sufficient evidence that the Proposer is making an exception. If no exception or deviation is shown, the Proposer will be required to furnish the equipment or services exactly as specified herein. The burden of proof of compliance with this specification will be the responsibility of the Proposer. The WRTA reserves the right to reject, as unresponsive, any proposal not containing all information requested by the WRTA. http://www.therta.com/ 11 SECTION 3. SPECIFICATIONS AND REQUIREMENTS 3.1 Introduction The WRTA currently provides public transportation services within the City of Worcester and thirty-six (36) communities within its service delivery area. The total service area has approximately 580,000 residents (2020 U.S. Census) and can be characterized as having an urban core of nearly 206,000 residents in Worcester proper (2020 U.S. Census), and over 300,000 residents including Worcester and its immediate suburbs. For further information about the WRTA (schedules, maps, services, etc.) please visit our website: www.therta.com. For reference, historical performance statistics of the WRTA system are included below. FY 2022* indicates that the statistics have not yet been finalized, nor submitted to the NTD. Fixed Route FY 2019 FY 2020 FY 2021 FY 2022* Annual Unlinked Passenger Trips (UPT) 3,013,268 2,421,591 2,196,138 3,068,282 Annual Revenue Miles (VRM) 1,896,120 1,679,708 1,842,754 2,059,699 Annual Revenue Hours (VRH) 161,086 141,017 157,474 173,195 Vehicles Operated (VOMS) 41 42 42 47 Number of Fixed Routes & Shuttles 27 28 27 28 Demand Response FY 2019 FY 2020 FY 2021 FY 2022* Annual Unlinked Passenger Trips (UPT) 180,596 141,951 98,304 141,273 Annual Revenue Miles (VRM) 1,149,799 951,388 799,840 992,332 Annual Revenue Hours (VRH) 77,790 66,267 55,047 66,114 Vehicles Operated (VOMS) 58 58 52 51 WRTA’s objective is to maintain its present transportation services in accordance with its philosophy and includes operation of the following: A. Twenty-four (24) fixed routes serving the City of Worcester and 13 surrounding communities. Fixed route service is provided by a fleet of fifty-five (55) transit buses, operating approximately 2,000,000 vehicle miles annually. a. Three (3) community shuttle routes serving 5 communities. These routes operate similarly to fixed route service, and are provided using cutaway vans, operating approximately 200,000 vehicle miles annually. B. Paratransit (Demand Response) – Demand Response service operates throughout the entire WRTA service area. Demand Response service is provided by a fleet of fifty- seven (57) cutaway vans, operating approximately 700,000 vehicle miles annually. C. Operation of Facilities; a. The WRTA Hub (opened in 2013) features an 8-slip covered bus transfer platform, with an adjacent three-story building (approximately 12,000 square feet) that houses the WRTA administrative offices, customer service, travel training, brokerage services, and a public waiting area. The WRTA Hub is located at 60 Foster Street, in downtown Worcester, adjacent to Worcester’s Union Station. http://www.therta.com/ 12 b. The WRTA’s Maintenance and Operations (M&O) Facility (opened in 2016) is a 150,000 square foot center that includes bus/van storage, vehicle maintenance, management offices, operations dispatching, and storage facility. The M&O is located at 42 Quinsigamond Avenue in Worcester, approximately one-mile from the WRTA Hub. The prospective management company would be housed at the M&O Facility. D. Other – Provide those public transit or related services that may arise from time to time at the discretion of the WRTA Administrator. WRTA currently has a contract for transit management and operational services with First Transit, Inc. The current contract ends December 31, 2022. WRTA is seeking proposals from experienced, qualified, and professional firms to provide transit management services and operations for the period commencing January 1, 2023 and expiring on December 31, 2026. The WRTA will consider extending the contract with up to an additional seven (7) one-year (1) options. The management entity selected will be responsible for: A. Providing service on twenty-four (24) distinct fixed routes, serving the City of Worcester and 13 surrounding communities within the WRTA service area; B. Providing service on three (3) distinct community shuttle routes, serving five (5) communities within the WRTA service area; C. Operating the Worcester paratransit service, which provides ADA van service primarily to residents of the City of Worcester, and overflow ADA trips for WRTA communities beyond the City; and D. Providing brokerage services that include, but may not be limited to, paratransit call taking and scheduling (approximately 18 vehicles), mobility management, vendor contract negotiations and contract compliance, vendor billing, and the processing of ADA and non-ADA eligibility applications. E. Maintaining, repairing, and operating all transit equipment of the WRTA and its facilities in accordance with the policies, standards, and procedures as established by the WRTA, and consistent with FTA and best practices throughout the transit industry. Proposers should be aware the WRTA is party to a 13(c) Labor Protection Agreement and, by reference, to a Labor Agreement between the current operator, First Transit / Central Mass Transit Management Inc. (CMTM), and the Amalgamated Transit Union, Worcester Local 22 covering an estimated one hundred and sixty (160) hourly operations, maintenance, and administrative personnel. In addition, there are approximately eighteen (18) management/administrative positions. The current Collective Bargaining Agreement is in effect from September 1, 2022 to August 31, 2025. 13 The WRTA owns all revenue vehicles referred to above. The WRTA owns ten (10) non- revenue support vehicles and all the materials and supply inventory required for the operation and maintenance of said vehicles. A vehicle fleet roster is attached as EXHIBIT H; the Proposer shall be responsible for maintenance of all vehicles in this Exhibit, excluding only vehicles operated by SCM Elderbus. 3.2 Scope of Services The contractor will provide management services required for the efficient operation of WRTA’s transit system and system expansion that may reasonably occur during the contract period, including, but not limited to, later evening service, expanded weekend service, maintenance and protection of its equipment and facility under policies, standards, and procedures approved by WRTA. The contractor will be required to operate the WRTA Hub and the WRTA Maintenance and Operations Facility, and will be responsible for the maintenance and upkeep of those facilities. The contractor will provide input into WRTA’s capital planning; to include responsibility for the preparation of technical specifications, capital project supervision, and procurement, when mutually agreed to. The contractor will be required to provide all data and information necessary to meet all WRTA reporting requirements to MassDOT, FTA, and the annual report to the National Transit Database (NTD). For all reporting requirements, the contractor will work closely with the staff of the Central Massachusetts Regional Planning Commission (CMRPC). The management services provided shall include, but not be limited to: A. The contractors employment of a full-time on-site General Manager who shall be required to reside within a one-hour drive of Worcester. The General Manager will be responsible for the discharge of the contractor’s obligations to the WRTA under the contract. This individual should have a minimum of ten (10) years of management experience of which five (5) years must have been in the top management capacity with overall responsibility of system management in the field of public transportation. It is understood that the General Manager will be required to visit the property periodically on nights and weekends, as necessary. a. Currently, First Transit employs a General Manager and an Assistant General Manager to WRTA. The WRTA is not mandating specific management positions beyond the General Manager, and the contractor may propose a resident management staff necessary for the operation of WRTA’s system. B. The contractor, utilizing necessary transit system personnel and the WRTA’s transportation tangible assets, will have full responsibility for the management of: a. Accounting services consisting of a computer based accounting system (Microsoft Dynamics GP, Version: 18.3.1290) which is currently in use that performs the disbursing functions and a financial management information system providing monthly general ledger reports including budget to actual statements as the basis for requisition for payment, other financial and operating statements and reports that may be necessary and required by WRTA to support 14 its efforts in securing maximum federal, state, and local funding. b. Transportation services consisting of routing, scheduling (using Hastus software), service suspension and other related duties such as the preparation of public timetables and furnishing of public information. i. Hastus is the basis of WRTA’s computer aided dispatch/automatic vehicle locator (CAD/AVL) system (Clever Devices). Knowledge and use of this software is essential. c. The maintenance of WRTA’s equipment and facilities in accordance with the adopted maintenance program with FTA and industry best practices. d. The monitoring of operational and maintenance performance as input for the service planning process, and the preparation of technical specifications for capital procurement. e. Establishment of safety and security programs based on accepted industry safety and security standards including its relation to individuals and all employees, the conduct of safety meetings (including the WRTA Employee Safety Committee), the conduct of safety campaigns, the study of present safety and security equipment, MSDS, implementation of OSHA rules and regulations, compliance with Massachusetts “Right to Know” laws, as well as ongoing investigations in each incident to maximize available information as reported to insurance carriers. In addition, assist WRTA in the development of its insurance program including the solicitation of general liability, fleet, and property damage insurance, as may be required by WRTA. f. Personnel and labor related services including the direction and supervision of employee relations and employee health programs, training, safety and compensation, the development of labor relations pertaining to working agreements with union employees, the maintaining of working relations in a manner consistent with WRTA’s present policy, the conduct of labor negotiation sessions as they pertain to the extension of existing labor agreements or making of new agreements and the handling of all grievances and misunderstandings as they relate to the terms of the Labor Agreement. g. Financial management services consisting of purchasing, inventory control, budgeting, forecasting, performance monitoring and planning, as well as other mandated requirements to include: FTA Drug and Alcohol Regulations, Federal Equal Employment Opportunity Policies, requirements of the Americans with Disabilities Act of 1990, all aspects of the Master Agreement between the FTA and WRTA and all aspects of the agreement between the WRTA and MassDOT, in regards to contract assistance as provided for under MGL 161B. h. Insurance related duties as follows: 15 i. Administration of all property and casualty insurance policies including commercial, auto, general liability and property damage with the Operator named as additional party. ii. Administration of all employee benefits program including health insurance, dental, disability policies, and workers compensation. iii. Review of financial reports, leases, contracts, and other documents to identify potential exposures. iv. Preparation of technical specifications for vehicles and support equipment. v. Negotiation of premiums, terms and conditions of all property/casualty insurance coverage, bonds, and employee benefit contracts or programs. vi. Responsibility for claim reporting and maintenance as well as monitoring of claim reserves as set by insurers. Also, negotiate claim settlements with insurer. vii. Review and compliance with loss prevention reports with insurance company engineers and assistance with loss control recommendations and compliance. i. The contractor shall participate in any and all community outreach programs conducted by WRTA, as the Administrator deems necessary. j. The contractor shall report all insurance or other liability claims made against WRTA to the Advisory Board. k. The contractor should be familiar with computer aided dispatch and automatic vehicle locator software and how this technology can make the operations of the WRTA fixed route and paratransit fleets more efficient. l. The contractor should be familiar with smart card and tap pass technology. Please refer to the new Mobile Fare Payment System and related technology manufactured by Masabi (https://www.masabi.com/justride-validator-jrv/ and https://www.masabi.com/fare-payments-as-a-service/). The WRTA anticipates this new Mobile Fare Payment System to be implemented and operational by January 2023. The WRTA is currently fare-free through December 2022. m. The contractor should be knowledgeable of the operation and maintenance of diesel, diesel/hybrid, battery-electric, and other alternative fueled buses. The WRTA will provide the contractor with all equipment, facilities, and operating funds provided that the expenses are allowable and allocable, and are necessary and reasonable for the efficient operations of the system. The contractor will be responsible for all costs associated with the employment of the General Manager or any other personnel that the contractor may deem necessary in providing the services as required. https://www.masabi.com/justride-validator-jrv/ https://www.masabi.com/fare-payments-as-a-service/ 16 3.3 Proposal Content All proposals shall be submitted in both hard copy and electronic form (see 2.9 Required Submissions) and shall include at a minimum, the following: A. Name of firm, address, name of contact person, telephone number, and email address. B. Resident Management team: a. Resume(s) must be submitted of the proposed General Manager and any additional management personnel, resident or otherwise, to be provided by the contractor to effectively discharge the responsibilities under this contract. i. Resume(s) should be in detail listing relevant qualifications and accomplishments. b. Salaries and salary ranges of proposed General Manager, and any additional management personnel. c. Organization chart. d. Any additional information on staff and experience in order to properly evaluate the proposal. C. Identify any subcontractors, consultants, and/or other support person(s) to be used in the discharge of the company’s obligations under the contract. For each said support service, provide a description of the scope and type of service to be provided, together with a summary of their experience, qualifications, capabilities, and whether or not their cost is included in the management fee. D. Using the enclosed Cost Proposal Form (see EXHIBIT B), state the proposed monthly management fee and detail any and all additional fees or charges for services which may be required, but are not included in the management fee. E. Provide a complete summary of the contractor’s transit management knowledge, experience, and capabilities. a. Identify all transit systems presently managed, as well as the name and locations of transit systems previously managed. b. Support systems and resources available to Resident Management Team for training and mentoring, human resources management and workforce development, technical assistance, and other services offered. c. Provide knowledge of new technologies used to provide more efficient service, knowledge of best practices to improve vehicle/fleet maintenance, workforce development tools and strategies, and efforts in transportation planning and operations to increase ridership. F. Provide a written authorization for release of information on all matters together with a complete list of clients with names of contact persons, addresses, telephone numbers, and email addresses. G. Describe all operational, maintenance, and customer service performance measures that the Proposer intends to use in the management of the transit system. 17 a. Provide examples of where the Proposer has used these performance measures and identify specific benefits, or cost savings that may result. The WRTA will look favorably on proposals offering specific cost savings and efficiencies, improvements, and effective implementation of best practices in vehicle maintenance. H. Describe the management approach to be taken as it relates to WRTA’s system with particular attention given to the existing structure of personnel and labor relations. a. Provide examples of where the Proposer negotiated any collective bargaining agreements, including results achieved. I. Describe the Proposer’s experience with the development and implementation of federal affirmative action, equal employment opportunity, disadvantaged business enterprises, and Title VI programs. J. Provide at least three (3) financial references including at least one (1) financial institution and one (1) transit client. K. Provide proof of availability of insurance for Employment Practices Liability of not less than $3,000,000, which reasonable cost shall be reimbursed by WRTA. The successful Proposer shall be required to obtain said insurance. L. Identify management initiatives to enhance customer service. M. Describe the development and implementation of service standards for fixed route service (urban, and suburban service areas), and demand response. When describing knowledge and experience as required in Sections 3.3 B, C, and E above, the Proposer should pay particular attention to the following factors: i. Management of transit systems similar to WRTA in size. ii. The development of equipment specifications and acquisition of equipment and development of specifications and Requests for Proposals for the procurement of insurance coverage. iii. Familiarity with the Commonwealth of Massachusetts Chapter 161B, and FTA regulations, procedures, and funding requirements. iv. The implementation of transit productivity improvements. v. Driver training, including safety and security training, accident investigation, and sensitivity training. vi. Bus maintenance policies, procedures staffing and experience in fleet maintenance comparable to WRTA’s present fleet. vii. Scheduling and dispatching particularly using the aforementioned CAD/AVL technology. viii. Labor relations and personnel management (a list should be submitted of unions representing the employees of properties previously managed by the contractor). ix. Use of automated management tools and business management systems. x. National Transit Database (NTD) accounting and reporting procedures. 18 xi. Describe how the Proposer will assist WRTA to lower operating costs and/or improve system efficiencies. xii. Describe the plan for mobilization and installation of the proposed management team for the start date of this contract. 3.4 Contract A copy of the form of management contract is attached hereto as EXHIBIT I. Proposals must reflect the terms and conditions of the form of contract and Proposers must note any exceptions to its terms in the proposal. SECTION 4. STANDARD TERMS AND CONDITIONS 4.1 Invoicing The WRTA will only pay by original invoice. The WRTA will not authorize and does not participate in funding payments to a contractor prior to the incurrence of costs. Progress payments may be authorized provided the following requirements are followed: • Progress payments are only made to the contractor for costs incurred in the performance of the contract • When progress payments are used, the WRTA must obtain title to property (materials, equipment, etc.) for which progress payments are made 4.2 Controlling Law The Contract shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts and proper venue for legal action regarding the Contract shall be WRTA. 4.3 Taxes, Charges and Extras The WRTA is exempt from all federal excise taxes, including tax on transportation and Massachusetts’s sales tax. Price(s) quoted to the WRTA shall not include said taxes. Upon request the WRTA will furnish the Contractor with a tax exemption certificate. No charge for delivery, drayage, express, parcel post, packing, cartage, insurance, license fees, permits, cost of bonds, or for any other purpose will be paid by the WRTA unless expressly included and itemized in the proposal. 4.4 Award Unless the prospective proposer specifies otherwise in his / her proposal or the Request for Proposals states otherwise, the WRTA may accept any item or group of items of any proposal. The WRTA reserves the right to reject any or all proposals and to waive informalities and minor irregularities in proposals received. A written Contract mailed, or otherwise furnished, to the awarded proposer within the time for acceptance specified, results in a binding contract without further action by either party. The 19 contract shall be interpreted, construed, and given in all respects according to the laws of the Commonwealth of Massachusetts. All proposers must be registered on the System for Award Management (SAM), an official website of the U.S. government, online at www.sam.gov. There is no cost to use SAM, and registration to do business with the U.S. government is available directly through the SAM website. Proposers must also provide a DUNS number. Firms not registered and active in the U.S. government’s System for Award Management (SAM) by the award date will not be considered for this award. 4.5 Alteration or Variation of Terms It is mutually understood and agreed that no alteration or variation of the terms of this RFP or subsequent purchase order shall be valid unless made or confirmed in writing and signed by the parties hereto, and that no oral understanding or agreements not incorporated herein, and no alterations or variations of the terms hereof unless made or confirmed in writing between the parties hereto shall be binding on any of the parties hereto. 4.6 Assignability A contract is not assignable by Respondent either in whole or in part. 4.7 Compliance with Statute The Proposer hereby warrants that all applicable Federal and State statutes and regulations or local ordinances will be complied with in connection with the sale and delivery of the property furnished. 4.8 Insurance Requirements The selected firm must provide proof of availability of insurance for Employment Practices Liability of not less than $3,000,000, of which reasonable cost shall be reimbursed by WRTA. The successful Proposer shall be required to obtain said insurance. 4.9 Warranty The Proposer warrants to WRTA that the goods and / or services covered by this order will conform to the drawings, specifications, samples, descriptions and time provisions furnished by WRTA and will be of first class material and workmanship and free from defects; and WRTA reserves the right to cancel the unfilled portion of this order without liability to Proposer for breach of this warranty. Goods will be received subject to inspection and acceptance at destination by WRTA; risk of loss before acceptance shall be on Proposer. Defective goods rejected by WRTA may without prejudice to any other legal remedy be held at Proposer’s risk and returned to Proposer at Proposer’s expense. Defects are not waived by acceptance of goods or by failure to notify Proposer thereof. 4.10 Federal Contract Clauses The goods and / or services covered by this RFP are being funded in part with funds from the U.S. Department of Transportation, Federal Transit Administration, and the Massachusetts Department of Transportation. The enclosed Federal Contract Clauses apply to this procurement (EXHIBIT F) and will become a part of all resulting contracts. The enclosed http://www.sam.gov/ 20 Required Certifications must be submitted with the proposal and will become part of all resulting contracts. 4.11 Davis-Bacon The goods and / or services covered by this RFP are not subject to Davis-Bacon and related acts compliance. 4.12 Rights and Remedies of WRTA for Default In the event any item furnished by the Proposer in the performance of the contract or purchase order should fail to conform to specifications therefore, or to the sample submitted by the Proposer with his / her bid, the WRTA may reject the same, and it shall thereupon become the duty of the Proposer to reclaim and remove the same, without expense to the WRTA, and immediately to replace all such rejected items with others conforming to such specifications or samples; providing that should the Proposer fail, neglect or refuse so to do the WRTA shall have the right to purchase on the open market, in lieu thereof, a corresponding quantity of any such items and to deduct from any moneys due or that may thereafter become due to the Proposer the difference between the prices named in the contract or purchase order and make the actual cost thereof to the WRTA. In the event the Proposer shall fail to make prompt delivery as specified of any item, the same conditions as to the rights of the WRTA to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. Cost of delivery of an item which does not meet specifications, will be the responsibility of the Proposer. The rights and remedies of the WRTA provided above shall not be exclusive and are in addition to any other rights and remedies provided by the law or under the contract. 4.13 Severability Should any part of the Contract or Purchase Order be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity of the remainder of the Contract or Purchase Order which shall continue in full force and effect; provided that the remainder of the Contract or Purchase Order can, absent the excised portion, be reasonably interpreted to give the effect to the intentions of the parties. 4.14 Limitation on Funding The Contract for services resulting from this RFP will be subject to the contract between the WRTA and the availability of ongoing funds from the WRTA’s funding sources. The Contract for this service is contingent upon receipt of these funds by the WRTA. In the event that funding from these sources is eliminated, or decreased, the WRTA reserves the right to terminate the Contract, or modify it accordingly. 4.15 Evaluation Results Evaluation results will be made available for inspection electronically by contacting Nicholas Burnham at nburnham@therta.com. mailto:nburnham@therta.com 21 4.16 DBE Objective / Policy Statement The Worcester Regional Transit Authority (WRTA) has established a Disadvantaged Business Enterprise (DBE) Program in accordance with regulations of the U.S. Department of Transportation (DOT), 49 CFR § 26. The WRTA has received Federal financial assistance from the DOT and as a condition of receiving this assistance, the WRTA has signed an assurance that it will comply with 49 CFR § 26. It is the policy of the WRTA to ensure that all contracts and procurements will be administered without discrimination on the basis of race, color, national origin, or sex. The WRTA ensures that Disadvantaged Business Enterprises (DBEs) shall have an equal opportunity to compete for and participate in DOT-assisted contracts. It is also our policy to: 1. To create a level playing field on which DBEs can compete fairly for DOT-assisted contracts; 2. To ensure that the DBE program is narrowly tailored in accordance with applicable law; 3. To ensure that only firms that fully meet 49 CFR § 26 eligibility standards are permitted to participate as DBEs; 4. To help remove barriers to the participation of DBEs in DOT-assisted contracts; 5. To assist the development of firms that can compete successfully in the marketplace outside the DBE program. The Grants and Compliance Manager has been designated as the DBE Liaison Officer (DBELO). The DBELO has direct, independent access to the Chief Executive Officer (Administrator) concerning DBE program matters. The DBELO is responsible for implementing all aspects of the WRTA DBE Program. The WRTA has adequate staff, (including procurement, finance, etc.), to administer the program in compliance with 49 CFR § 26. WRTA has circulated this Policy Statement to its Advisory Board, throughout our organization, and to the DBE and non-DBE business communities that perform work on our DOT-assisted contracts. Distribution has been accomplished via our website www.therta.com, inclusion with procurement documents, and through outreach to community organizations. 22 EXHIBIT A PROSPECTIVE PROPOSER FACT SHEET Name of Contractor: ____________________________________________ Contractor Tax ID#: __ __ - __ __ __ __ __ __ __ Contractor’s License #: _______________ Type: _______________ (as applicable) Contractor Does Business As: Individual Partnership Corporation Government Fiduciary Other_______ Contractor is a: Resident Non-Resident of Massachusetts 1) Are you or your firm authorized to business in Massachusetts? Yes No 2) Are you or your firm a certified DBE? Yes No 3) Is this a local business? Yes No 4) This firm has been in continuous business under the present name for _____ years. 5) Annual Gross Receipts of Firm less than $500,000 $500,000 - $1,000,000 $1,000,000 - $2,000,000 $2,000,000 - $5,000,000+ - End Exhibit A - 23 EXHIBIT B COST PROPOSAL FORM The undersigned respondent agrees to furnish all services which are subject to this RFP at the prices stated, and in conformance with all plans, specifications, requirements, conditions, and instructions of WRTA Request for Proposal # 2023-01. In response to the WRTA Request for Proposal # 2023-01 for Transit Management Services, I offer the following price proposal: MANAGEMENT FEE Services Provided (On a per year basis) Fixed Route and Demand YEAR I $ ____________________ Response Managerial services (including ancillary services as YEAR II $ ____________________ provided for in RFP # 2023-01) as described in attached proposal YEAR III $ ____________________ TOTAL COST OF 3-YEAR PROPOSAL $ ____________________ Note: The component elements of the Cost Proposal Form, including the proposed General Manager and any additional Management staff compensation, management support services, overhead rates, professional fees, and profit shall be itemized in the table below (Additional pages may be attached if needed.) Price for option years, if exercised, will be negotiated between the parties. Year 1 Year II Year III General Manager Compensation $ $ $ Additional Proposed Staff Compensation (include add’l line for each proposed staff) $ $ $ Paratransit Brokerage and Customer Services $ $ $ Overhead $ $ $ Fringe Benefits $ $ $ Administrative Fees $ $ $ Other Fees (Please outline in detail) $ $ $ Profit $ $ $ Total (Annual) Fees $ $ $ 24 The undersigned understands and agrees that if the within proposal is made conditional in any way, is other than an unequivocal offer to furnish, WRTA may regard the same as unresponsive if it, in its sole discretion, deems it in best interest to do so. The undersigned further agrees to supply any evidence or certification of its existence, good standing or authorization to make this bid or enter into any contract resulting there from reasonable requests from WRTA and that its failure to supply the same shall render this bid unresponsive. Respectfully Submitted: __________________________________________________________________________________ Company __________________________________________________________________________________ By Title __________________________________________________________________________________ Business Address - End Exhibit B – 25 EXHIBIT C CUSTOMER REFERENCES List and submit with this RFP three (3) customer references, preferably within the Commonwealth of Massachusetts, for whom the Proposer has furnished a similar service. 1. COMPANY NAME: ________________________________________ CONTACT PERSON: ________________________________________ TELEPHONE NUMBER: ________________________________________ EMAIL ADDRESS: ________________________________________ COMPANY ADDRESS: ________________________________________ ________________________________________ 2. COMPANY NAME: ________________________________________ CONTACT PERSON: ________________________________________ TELEPHONE NUMBER: ________________________________________ EMAIL ADDRESS: ________________________________________ COMPANY ADDRESS: ________________________________________ ________________________________________ 3. COMPANY NAME: ________________________________________ CONTACT PERSON: ________________________________________ TELEPHONE NUMBER: ________________________________________ EMAIL ADDRESS: ________________________________________ COMPANY ADDRESS: ________________________________________ ________________________________________ - End Exhibit C - 26 EXHIBIT D NON-COLLUSION DECLARATION TO BE EXECUTED BY PROPOSER AND SUBMITTED WITH RFP I, _____________________________________________________________, am the ______________________________ of ____________________________________, (Position / Title) (Company) the party making the foregoing RFP that the RFP is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the RFP is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham RFP; and has not directly or indirectly colluded, conspired, connived, or agreed with any proposer or anyone else to put in a sham RFP, or that anyone shall refrain from bidding; that the proposer has not in any manner directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the proposer or any other proposer, or to fix any overhead, profit, or cost element of the bid price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the RFP are true; and, further, that the proposer has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham proposal. I declare under penalty of perjury under the laws of the Commonwealth of Massachusetts that the foregoing is true and correct: ______________________________ ___________________________________________ (Date) (Signature) - End Exhibit D - 27 EXHIBIT E CERTIFICATION AS TO PAYMENT OF STATE TAXES TO BE EXECUTED BY PROPOSER AND SUBMITTED WITH RFP Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A(b), I, ________________________________________, authorized signatory for the CONTRACTOR do hereby certify under the pains and penalties or perjury that said CONTRACTOR has complies with all laws of the Commonwealth of Massachusetts relating to taxes, reporting of employees and contractors, and withholding and remitting child support. _____________________________________ _____________________________________ Social Security Number or Signature of Individual or Federal Identification Number Corporate Name By: Corporate Officer (if applicable) - End Exhibit E - 28 EXHIBIT F FEDERAL CONTRACT CLAUSES Federally Required and Other Model Contract Clauses Applicability of Third Party Contract Clauses – Operations/Management/Subrecipients > $100,000 (Excluding micro-purchases, and exceptions as noted within each clause) 1. NO GOVERNMENT OBLIGATIONS TO THIRD PARTIES 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS 3. ACCESS TO RECORDS AND REPORTS 4. CHANGES TO FEDERAL REQUIREMENTS 5. CIVIL RIGHTS LAWS AND REGULATIONS 6. INCORPORATION OF FTA TERMS 7. ENERGY CONSERVATION 8. TERMINATION 9. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION 10. VIOLATION AND BREACH OF CONTRACT 11. LOBBYING RESTRICTIONS 12. CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT 13. FLY AMERICA 14. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT 15. PUBLIC TRANSPORTATION EMPLOYEE PROTECTIVE AGREEMENTS 16. CHARTER SERVICE OPERATIONS 17. SCHOOL BUS OPERATIONS 18. SUBSTANCE ABUSE REGULATIONS 19. DISADVANTAGED BUSINESS ENTERPRISE (DBE) 19d. PROMPT PAYMENT 20. RECYCLED PRODUCTS 21. AMERICANS WITH DISABILITIES ACT (ADA) 22. SAFE OPERATION OF MOTOR VEHICLES 29 23. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT 24. NOTICE TO FTA AND U.S. DOT INSPECTOR GENERAL OF INFORMATION RELATED TO FRAUD, WASTE, ABUSE, OR OTHER LEGAL MATTERS 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES - Applies to All Contracts The WRTA and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to the WRTA, Contractor or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS Applies to All Procurements 49 U.S.C. § 5323(l) (1) 31 U.S.C. §§ 3801-3812 18 U.S.C. § 1001 49 C.F.R. part 31 The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. part 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 the 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, submission, 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. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. chapter 53, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5323(l) on the Contractor, to the extent the Federal Government deems appropriate. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 3. ACCESS TO RECORDS AND REPORTS - Applies to All Procurement Types 49 U.S.C. § 5325(g) 2 C.F.R. § 200.333 49 C.F.R. part 633 a. Record Retention. The Contractor will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, 30 reports, statistics, sub-agreements, leases, subcontracts, arrangements, other third party agreements of any type, and supporting materials related to those records. b. Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.333. The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto. c. Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required. d. Access to the Sites of Performance. The Contractor agrees to permit FTA and its contractors’ access to the sites of performance under this contract as reasonably may be required. 4. FEDERAL CHANGES – Applies to all Contracts 49 CFR Part 18 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 Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 5. CIVIL RIGHTS LAWS AND REGULATIONS – Applies to All Procurement Types Civil Rights and Equal Opportunity – The WRTA is an Equal Opportunity Employer. As such, the WRTA agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the WRTA agrees to comply with the requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications. Under this Agreement, the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof. 1. Nondiscrimination. In accordance with Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, sex, disability, or age. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. 2. Race, Color, Religion, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e et seq., and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual orientation and gender identity). Such action shall include, but not be limited to, the following: employment, promotion, 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. http://www.fta.dot.gov/16874_16882_ENG_HTML.htm 31 3. Age. In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§ 621- 634, U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 4. Disabilities. In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 6. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS – Applies to all Contracts The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any the WRTA requests which would cause the WRTA to be in violation of the FTA terms and conditions. 7. ENERGY CONSERVATION – Applies to All Procurements 42 U.S.C. 6321 et seq. 49 C.F.R. part 622, subpart C The contractor agrees to comply with mandatory standards and policies relating to energy efficiency, which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 8. TERMINATION – Applies to all contracts >$10,000 if 49 CFR part 18 applies 2 C.F.R. § 200.339 2 C.F.R. part 200, Appendix II (B) Termination for Convenience (General Provision) The WRTA may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the WRTA’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 WRTA to be paid the Contractor. If the Contractor has any property in its possession belonging to WRTA, the Contractor will account for the same, and dispose of it in the manner WRTA directs. 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, the WRTA 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 will be paid only the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. 32 If it is later determined by the WRTA that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the WRTA, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a Termination for Convenience. Opportunity to Cure (General Provision) The WRTA, 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 will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to WRTA's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [10 days] after receipt by Contractor of written notice from WRTA setting forth the nature of said breach or default, WRTA shall have the right to terminate the contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude WRTA from also pursuing all available remedies against Contractor and its sureties for said breach or default. Waiver of Remedies for any Breach In the event that WRTA elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this contract, such waiver by WRTA shall not limit WRTA’s remedies for any succeeding breach of that or of any other covenant, term, or condition of this contract. Termination for Convenience (Professional or Transit Service Contracts) The WRTA, by written notice, may terminate this contract, in whole or in part, when it is in the WRTA’s interest. If this contract is terminated, the WRTA shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. 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, the WRTA may terminate this contract for default. The WRTA 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 WRTA. 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, the WRTA may terminate this contract for default. The WRTA 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 WRTA goods, the Contractor shall, upon direction of the WRTA, protect and preserve the goods until surrendered to the WRTA or its agent. The Contractor and WRTA 33 shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. 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 WRTA. Termination for Default (Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will ensure 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 provision of this contract, WRTA may terminate this contract for default. The WRTA shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the WRTA 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 WRTA 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 WRTA in completing the work. The Contractor's right to proceed shall not be terminated nor shall the Contractor be 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 WRTA, acts of another contractor in the performance of a contract with WRTA, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. The Contractor, within [10] days from the beginning of any delay, notifies WRTA in writing of the causes of delay. If, in the judgment of WRTA, the delay is excusable, the time for completing the work shall be extended. The judgment of WRTA shall be final and conclusive for the parties, but subject to appeal under the Disputes clause(s) of this contract. 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 WRTA. Termination for Convenience or Default (Architect and Engineering) The WRTA may terminate this contract in whole or in part, for the WRTA’s convenience or because of the failure of the Contractor to fulfill the contract obligations. The WRTA 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 WRTA ‘s Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. WRTA has a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, all such data, drawings, specifications, reports, estimates, summaries, and other information and materials. If the termination is for the convenience of the WRTA, the WRTA’s 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 WRTA may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the WRTA. 34 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 WRTA. Termination for Convenience or Default (Cost-Type Contracts) The WRTA may terminate this contract, or any portion of it, by serving a Notice of Termination on the Contractor. The notice shall state whether the termination is for convenience of WRTA 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 the WRTA, or property supplied to the Contractor by the WRTA. If the termination is for default, the WRTA 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 the WRTA and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of WRTA, 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, the WRTA determines that the Contractor has an excusable reason for not performing, the WRTA, after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a Termination for Convenience. 9. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION – Applies to All Contracts >$25,000 2 C.F.R. part 180 2 C.F.R part 1200 2 C.F.R. § 200.213 2 C.F.R. part 200 Appendix II (I) Executive Order 12549 Executive Order 12689 Debarment, Suspension, Ineligibility and Voluntary Exclusion The Contractor shall comply and facilitate compliance with U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” 2 C.F.R. part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or WRTA to be: a) Debarred from participation in any federally assisted Award; b) Suspended from participation in any federally assisted Award; c) Proposed for debarment from participation in any federally assisted Award; d) Declared ineligible to participate in any federally assisted Award; e) Voluntarily excluded from participation in any federally assisted Award; or f) Disqualified from participation in any federally assisted Award. 35 By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by the WRTA. If it is later determined by the WRTA that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the WRTA, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. SEE PAGE 44 FOR DEBARMENT AND SUSPENSION CERTIFICATION 10. VIOLATION AND BREACH OF CONTRACT – Applies to all Contracts >$100,000 2 C.F.R. § 200.326 2 C.F.R. part 200, Appendix II (A) Rights and Remedies of the WRTA - The WRTA shall have the following rights in the event that the WRTA deems the Contractor guilty of a breach of any term under the Contract. 1. The right to take over and complete the work or any part thereof as WRTA for and at the expense of the Contractor, either directly or through other contractors; 2. The right to cancel this Contract as to any or all of the work yet to be performed; 3. The right to specific performance, an injunction or any other appropriate equitable remedy; and 4. The right to money damages. Rights and Remedies of Contractor - Inasmuch as the Contractor can be adequately compensated by money damages for any breach of this Contract, which may be committed by the WRTA, the Contractor expressly agrees that no default, act or omission of the WRTA shall constitute a material breach of this Contract, entitling Contractor to cancel or rescind the Contract (unless the WRTA directs Contractor to do so) or to suspend or abandon performance. Remedies - Substantial failure of the Contractor to complete the Project in accordance with the terms of this Agreement will be a default of this Agreement. In the event of a default, the WRTA will have all remedies in law and equity, including the right to specific performance, without further assistance, and the rights to termination or suspension as provided herein. The Contractor recognizes that in the event of a breach of this Agreement by the Contractor before the WRTA takes action contemplated herein, the WRTA will provide the Contractor with sixty (60) days written notice that the WRTA considers that such a breach has occurred and will provide the Contractor a reasonable period of time to respond and to take necessary corrective action. Disputes - Disputes arising in the performance of this Contract that are not resolved by agreement of the parties shall be decided in writing by the authorized representative of WRTA’s Administrator. This decision shall be final and conclusive unless within [10] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the Administrator. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Administrator shall be binding upon the Contractor and the Contractor shall abide be the decision. In the event that a resolution of the dispute is not mutually agreed upon, the parties can agree to mediate the dispute or proceed with litigation. Notwithstanding any provision of this section, or any other provision of this Contract, it is 36 expressly agreed and understood that any court proceeding arising out of a dispute under the Contract shall be heard by a Court de novo and the court shall not be limited in such proceeding to the issue of whether the Authority acted in an arbitrary, capricious or grossly erroneous manner. Pending final settlement of any dispute, the parties shall proceed diligently with the performance of the Contract, and in accordance with the WRTA’s direction or decisions made thereof. Performance during Dispute - Unless otherwise directed by WRTA, 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 its employees, agents or others for whose acts it is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury or damage. Remedies - Unless this Contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the WRTA and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the WRTA is located. Rights and Remedies - The duties and obligations imposed by the Contract documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the WRTA or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 11. LOBBYING RESTRICTIONS – Applies to All Contracts >$100,000 31 U.S.C. § 1352 2 C.F.R. § 200.450 2 C.F.R. part 200 appendix II (J) 49 C.F.R. part 20 The undersigned 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 WRTA, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any WRTA, 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. 3. The undersigned shall require that the language of this certification be included in the award documents for all sub- awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all subWRTAs shall certify and disclose accordingly. 37 This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. SEE PAGE 45 FOR LOBBYING RESTRICTIONS CERTIFICATION 12. CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT – Applies to All Procurement Types >$100,000 42 U.S.C. §§ 7401 – 7671q 33 U.S.C. §§ 1251-1387 2 C.F.R. part 200, Appendix II (G) The Contractor agrees: 1) It will not use any violating facilities; 2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;” 3) It will report violations of use of prohibited facilities to FTA; and 4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387). 13. FLY AMERICA – Applies to All Procurements involving foreign transport or travel by air 49 U.S.C. § 40118 41 C.F.R. part 301-10 48 C.F.R. part 47.4 Fly America Requirements a) Definitions. As used in this clause— “International air transportation” means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States. “United States” means the 50 States, the District of Columbia, and outlying areas. “U.S.-flag air carrier” means an air carrier holding a certificate under 49 U.S.C. Chapter 411. b) When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 40118) (Fly America Act) requires contractors, WRTAs, and others use U.S.-flag air carriers for U.S. Government-financed international air transportation of personnel (and their personal effects) or property, to the extent that service by those carriers is available. It requires the Comptroller General of the United States, in the absence of satisfactory proof of the necessity for foreign-flag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for international air transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services. c) If available, the Contractor, in performing work under this contract, shall use U.S.-flag carriers for international air transportation of personnel (and their personal effects) or property. d) In the event that the Contractor selects a carrier other than a U.S.-flag air carrier for international air transportation, the Contractor shall include a statement on vouchers involving such transportation essentially as follows: Statement of Unavailability of U.S.-Flag Air Carriers 38 International air transportation of persons (and their personal effects) or property by U.S.-flag air carrier was not available or it was necessary to use foreign-flag air carrier service for the following reasons. See FAR § 47.403. [State reasons]: _________________________________________________________ (End of statement) e) The Contractor shall include the substance of this clause, including this paragraph (e), in each subcontract or purchase under this contract that may involve international air transportation. (End of Clause) 14. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT –Applies to Contracts >$100,000 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 forty 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 forty hours in such workweek. 2. Violation; liability for unpaid wages; liquidated damages - In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States 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 paragraph (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 forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. 3. Withholding for unpaid wages and liquidated damages - The Worcester Regional Transit Authority shall upon its own action or upon written request of an authorized representative of the Department of Labor 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 paragraph (2) of this section. 4. Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (1) through (4) of 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 paragraphs (1) through (4) of this section. 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 United States 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 section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(I)(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 section 1(b)(2)(B) of the Davis-Bacon Act, the contract shall maintain records which show that the commitment to provide 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. 39 15. PUBLIC TRANSPORTATION EMPLOYEE PROTECTIVE ARRANGEMENTS 49 U.S.C. § 5333(b) (“13(c)”) 29 C.F.R. part 215 The Contractor agrees to comply with the following employee protective arrangements of 49 U.S.C. § 5333(b): 1. U.S. DOL Certification: Under this Contract or any Amendments thereto that involve public transportation operations that are supported with federal assistance, a certification issued by U.S. DOL is a condition of the Contract. 2. Special Warranty: When the Contract involves public transportation operations and is supported with federal assistance appropriated or made available for 49 U.S.C. § 5311, U.S. DOL will provide a Special Warranty for its Award, including its Award of federal assistance under the Tribal Transit Program. The U.S. DOL Special Warranty is a condition of the Contract. 3. Special Arrangements: The conditions of 49 U.S.C. § 5333(b) do not apply to Contractors providing public transportation operations pursuant to 49 U.S.C. § 5310. FTA reserves the right to make case-by-case determinations of the applicability of 49 U.S.C. § 5333(b) for all transfers of funding authorized under title 23, United States Code (flex funds), and make other exceptions as it deems appropriate, and, in those instances, any special arrangements required by FTA will be incorporated herein as required. 16. CHARTER SERVICE OPERATIONS 49 U.S.C. 5323(d) and (r) 49 C.F.R. part 604 The contractor agrees to comply with 49 U.S.C. 5323(d), 5323(r), and 49 C.F.R. part 604, which provides that WRTA 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 as permitted under: (1) Federal transit laws, specifically 49 U.S.C. § 5323(d); (2) FTA regulations, “Charter Service,” 49 C.F.R. part 604; (3) Any other federal Charter Service regulations; or (4) Federal guidance, except as FTA determines otherwise in writing. The contractor agrees that if it engages in a pattern of violations of FTA’s Charter Service regulations, FTA may require corrective measures or impose remedies on it. These corrective measures and remedies may include: (1) Barring it or any subcontractor operating public transportation under its Award that has provided prohibited charter service from receiving federal assistance from FTA; (2) Withholding an amount of federal assistance as provided by Appendix D to part 604 of FTA’s Charter Service regulations; or (3) Any other appropriate remedy that may apply. The contractor should also include the substance of this clause in each subcontract that may involve operating public transit services. 17. SCHOOL BUS OPERATIONS 49 U.S.C. 5323(f) 49 C.F.R. part 605 The contractor agrees to comply with 49 U.S.C. 5323(f), and 49 C.F.R. part 604, and not engage in school bus operations using federally funded equipment or facilities in competition with private operators of school buses, except as permitted under: 40 (1) Federal transit laws, specifically 49 U.S.C. § 5323(f); (2) FTA regulations, “School Bus Operations,” 49 C.F.R. part 605; (3) Any other federal School Bus regulations; or (4) Federal guidance, except as FTA determines otherwise in writing. If Contractor violates this School Bus Agreement, FTA may: (1) Bar the Contractor from receiving Federal assistance for public transportation; or (2) Require the contractor to take such remedial measures as FTA considers appropriate. When operating exclusive school bus service under an allowable exemption, the contractor may not use federally funded equipment, vehicles, or facilities. The Contractor should include the substance of this clause in each subcontract or purchase under this contract that may operate public transportation services. 18. DRUG AND ALCOHOL TESTING 49 U.S.C. § 5331 49 C.F.R. Parts 653 and 654 DRUG AND ALCOHOL TESTING: The Contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 CFR Parts 653 and 654, produce any documentation necessary to establish its compliance with Parts 653 and 654, and permit any authorized representative of the United States Department of Transportation or its operating administrations of the WRTA, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Parts 653 and 654 and review the testing process. The contractor agrees further to certify annually its compliance with Parts 653 and 654 before June 1st and to submit the Management Information Systems (MIS) reports before February 28th to the WRTA designated official. To certify compliance, the contractor shall use “Substance Abuse Certifications” in the “Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements,” which is published annually in the Federal Register. 19. DISADVANTAGED BUSINESS ENTERPRISE (DBE) – Applies to All Procurement Types 49 C.F.R. part 26 The following contract clause is required in all DOT-assisted prime and subcontracts: a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The WRTA’s overall goal for DBE part