RIPTA RIDER SURVEY

RHODE ISLAND PUBLIC TRANSIT AUTHORITY 705 Elmwood Avenue Providence, RI 02907 GENERAL GUIDELINES FOR COMPLETING REQUEST FOR PROPOSALS PACKAGE This document is intended as a guideline to assist prospective proposers in successfully completing the necessary Proposal paperwork. You are strongly encouraged to read the Instructions for Proposers Sections very carefully. This document is NOT intended to replace the more-detailed instructions that are included in the attached Proposal Package.  It is EXTREMELY IMPORTANT that all required forms be filled out completely. Federal and State Regulations mandate that these forms be filled out properly. Failure to fill out these forms may result in your Proposal being ruled non-responsive. Non-Responsive Proposals will not be awarded the contract.  REMEMBER to completely fill out all REQUIRED FORMS (see REQUIRED FORMS Checklist). The forms that are checked off are the only ones that apply to this Proposal. Please submit them in the correct order

by Page Number.  In the event the Proposal requests specific information; Please use the forms provided, attach additional sheets to the forms if necessary. DO NOT substitute your own forms.  If a form does not apply to your business or Proposal, please mark the form Not Applicable or some other similar wording at your discretion.  DBE (Disadvantaged Business Enterprise) Obligation. RIPTA agrees to ensure that DBES, as outlined in 49 CFR Part 26, as amended, have the maximum opportunity to participate in the performance of contracts. Therefore, it is imperative that you read the DBE Section and complete the necessary Paperwork DBEs submitted must be certified by the State of Rhode Island at the time of Proposal submittal.  Make Sure the Proposal Response is received by the RIPTA Purchasing Department by the designated date and time. Late Proposals will not be accepted.  It shall be the responsibility of prospective proposers to check the State of Rhode Island, Department of Administration Division of Purchases Website for any addenda.  Make Sure that the Proposal is returned in a Sealed Envelope or Box CLEARLY LABELED with the following Information: Proposal Number and what the Proposal is for. This information should be in the lower left-hand corner. The envelope or box should also be labeled Proposal DOCUMENTS ENCLOSED  When in doubt, contact RIPTA Contracts Manager at sgomes@ripta.com  Proposal must be submitted pre-punched for standard three ring binders. A binder is not required. Please note that United Parcel Service will not deliver to our address. Please do not wait until the last minute with questions. RIPTA has limited Staff, which may not be available at all times. Please refer to Page 89 for Scope of Work The following label shall be affixed to the envelope or package containing the Proposal response documents. It is imperative that his label be affixed to ensure the Proposal documents are received and routed in the proper manner: Return Address PROPOSAL DOCUMENTS ENCLOSED CONTRACTS MANAGER Rhode Island Public Transit Authority Purchasing Department Room 217 705 Elmwood Avenue Providence, RI 02907 PROPOSAL NUMBER: 24-24 PROPOSAL FOR: RIPTA Rider Survey DUE: March 27, 2024 RHODE ISLAND PUBLIC TRANSIT AUTHORITY 705 Elmwood Avenue Providence, RI 02907 REQUIRED COMPANY INFORMATION FORM The following information is mandatory; Failure to complete this section may jeopardize your eligibility to be awarded the contract. ALL SECTIONS OF THIS FORM MUST BE FILLED OUT COMPLETELY THIS INFORMATION IS REQUIRED IN ACCORDANCE WITH 49CFR 26.11. THIS FORM IS REQUIRED FOR ALL PROPOSERS, PRIME CONTRACTORS, POTENTIAL SUBCONTRACTORS AND SUBCONTRACTORS PLEASE PRINT OR TYPE YOUR INFORMATION COMPANY NAME COMPANY STREET ADDRESS: COMPANY MAILING ADDRESS: COMPANY REMIT TO ADDRESS: COMPANY CONTACT PERSON: COMPANY TELEPHONE NUMBER: EMERGENCY 24 HOUR TELEPHONE NUMBER(S) (IF APPLICABLE): COMPANY TELEFAX NUMBER: COMPANY CONTACT EMAIL: AGE OF THE FIRM (YEARS): ANNUAL GROSS RECEIPTS (DOLLARS): AVG 3 YEAR GROSS RECEIPTS LESS THAN 23.98 MILLION YES___ NO ____ DOES THE STATE OF RHODE ISLAND AS CERTIFY YOUR FIRM A DISADVANTAGED BUSINESS ENTERPRISE? DUNS AND BRADSTREET NUMBER: NAICS CODE: INDUSTRY NAICS Code can be found at the following website: www.naics.com COMPANY STATUS: PRIME CONTRACTOR SUBCONTRACTOR http://www.naics.com/ RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 REQUEST FOR PROPOSALS PROPOSAL NO: 24-24 DATE OF INVITATION: February 19, 2024 PRE-PROPOSAL MEETING: Not Applicable PROPOSAL RECEIPT DATE: FURNISHING OF: RIPTA Rider Survey FEDERAL TRANSIT ADMINISTRATION PROJECT NO. Various FTA funding The participant shall specify the official name of his/her company in the upper left-hand corner of the Proposal Response Envelope and show PROPOSAL NO: and Proposal Description in the lower left-hand corner and send or deliver to: Purchasing Department Room 217 705 Elmwood Avenue Providence, RI 02907 The participant shall execute the offer form enclosed herewith. Proposals will be reviewed and evaluated; all participants will be notified as soon as approval of award is made. The Proposers shall execute the offer form enclosed herewith. The Proposers shall return 3 copy (ies) with the original Proposal. RIPTA RESERVES THE RIGHT TO REJECT PROPOSALS FROM PARTICIPANTS WHO HAVE NOT USED THE FORM AND PROPER PROPOSAL RESPONSE ENVELOPE FORMAT. RIPTA RESERVES THE RIGHT TO CANCEL ANY PARTICULAR SOLICITATION, AND/OR REJECT ANY OR ALL PROPOSALS. RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 TABLE OF CONTENTS i I. CALENDAR 1 A. Date of Invitation: February 19, 2024 1 B. Pre-Proposal Conference: 1 C. Request for Approved equals and Questions 1 D. Proposal Receipt: 1 II. NOTICE TO OFFERORS 2 A. DATE: February 19, 2024 2 III. CONTACT LIST 3 A. Contracts Manager 3 IV. PUBLIC COPY OF PROPOSAL SUBMITTAL 3 V. ELECTRONIC COPY OF THE PROPOSAL RESPONSE 3 VI. INSTRUCTIONS FOR PROPOSERS 4 A. Definition of Terms. 4 1. Procuring agency 4 2. RIPTA 4 3. Contractor 4 4. Request for Proposals (RFP) 4 5. Authorized Signature. 4 6. Request for Proposals. 4 7. Proposal Evaluation Factors/Criteria 4 8. Basis of Award 4 9. Notice of Award. 4 10. Specifications. 4 11. Tender 4 B. Form of Proposal and Signature. 5 1. Sole Owner. 5 2. General Partnership. 5 3. Limited Partnership 5 4. Corporation. 5 C. Proposal. 5 D. Unauthorized Conditions. 5 E. Submission of Proposal. 5 F. Modification or Withdrawal of Proposal. 6 G. Proposers Interviews or Presentations 6 H. Samples 6 I. Canvass of Proposals. 6 J. Rejection of Proposals. 6 K. Sales Tax Exemption. 6 L. Delivery Charges. 6 M. Alternative Proposal 7 RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 TABLE OF CONTENTS ii N. Non-Collusive Affidavit. 7 O. Interest of RIPTA Personnel. 7 P. Penalty for Collusion. 7 Q. Proposal Acceptance Period 7 R. Postponement. 7 S. Amendment and/or Postponement. 7 T. Single Proposal. 8 U. Qualifications for Award. 8 V. Ineligible Proposers. 9 W. Disadvantaged Business Enterprise (DBE) 9 X. Addenda. 9 Y. Proposer's Requests and Appeals. 9 1. Appointments. 9 2. Amending Materials. 9 3. Appeal. 9 4. Withdrawal. 10 5. Notification. 10 Z. Equal Employment Opportunity. 10 AA. Prohibited Interest. 10 BB. Interest of Members of Congress. 10 CC. Contract Commencement Date. 10 DD. Notice, Waiver and Applicable Law. 10 EE. Protest. 11 1. General. 11 FF. Protests before Award 11 1. Solicitation Phase. 11 2. Pre-Award Phase. 12 GG. Protests after Award. 12 HH. Source Selection and Contract Award 12 II. Title VI Assurances 12 JJ. Energy Conservation Requirements: 13 KK. Program Fraud 13 LL. No Government Obligation to Third Parties: 13 MM. Veteran’s Employment 14 NN. Solid Waste (Recycled Products) 14 OO. Prohibition on certain telecommunications and video surveillance services or equipment. 14 PP. Disputes, Breaches, Defaults, and Litigation. 15 VII. GENERAL PROVISIONS 16 A. Definitions: 16 1. Authority 16 2. Contracting Manager 16 3. Directed, Ordered, designated, or prescribed. 16 RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 TABLE OF CONTENTS iii B. Changes: 16 C. Extras: 17 D. Inspection: 17 E. Responsible: 17 F. Title and Risk of Loss 18 G. Storage of Contractor Material on RIPTA Property 18 H. Payments 18 I. Stop Work Order 18 J. Disputes 18 K. Default 19 L. Termination for Convenience of the Authority 20 M. Federal, State and Local Taxes 21 N. Walsh-Healey Public Contracts Act 21 O. Officials Not to Benefit 21 P. Covenant against Contingent Fees 21 Q. Notice to the Authority of Labor Disputes 21 R. Patent Indemnity 22 S. Use of Trade Names 22 T. Rights in Technical Data 22 U. Audit and Inspection of Records 23 V. Gratuities 24 W. Limitation on Withholding Payments 24 X. New Material 24 Y. Order of Precedence 25 Z. Correction of Deficiencies 25 1. Definitions: 25 2. General: 25 3. Deficiencies in accepted supplies or services: 25 4. Correction of Deficiencies by Contractor: 26 5. Deficiencies in supplies or services not yet accepted: 26 6. Extensions or Delays 26 7. Contract Price 26 8. Failure to correct: 26 AA. Assignment 27 BB. Certificates of Current Cost or Pricing Data 27 CC. Cargo Preference 28 DD. Buy America Act 28 EE. Equal Opportunity 28 1. Race, Color, Creed, National Origin, Sex. 29 2. Age 29 3. Disabilities 29 FF. Nondiscrimination under Federal Grants 29 GG. Rights in Data and Copyrights-FTA (June 1996) 30 RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 TABLE OF CONTENTS iv HH. Davis-Bacon Act 30 1. Minimum wages 30 2. Withholding 34 3. Payrolls and basic records 34 4. Apprentices and trainees 36 5. Compliance with Copeland Act requirements 38 6. Subcontracts 38 7. Contract termination: debarment 38 8. Compliance with Davis-Bacon 39 9. Disputes concerning labor standards. 39 10. Certification of eligibility. 39 II. Contract Work Hours and Safety Standards Act 39 1. Overtime requirements 39 2. Violation; liability unpaid wages; liquidated damages 39 3. Withholding for unpaid wages; liquidated damages 40 4. Subcontracts 40 5. Payrolls and basic records 40 6. Contract Work Hours and Safety Standards Act 41 7. Subcontracts 41 JJ. Seismic Safety Requirements 41 KK. Energy Conservation Requirements 41 LL. Clean Air 42 MM. Clean Water 42 NN. Recovered Materials 42 OO. Fly America Requirements 42 PP. National Intelligent Transportation Systems Architecture 43 QQ. Federal Changes 43 RR. Incorporation of Federal Transit Administration (FTA) Terms 43 SS. Force Majeure 43 TT. Governing Law 44 UU. Indemnification 44 VV. Policy Concerning Federal and Stated False Claim Laws 44 1. Prohibitions against False Claims 44 2. Prohibitions of the Federal False Claims Act 44 3. Enforcement 45 WW. American with Disabilities Act 45 XX. Expense Reimbursement Professional Services Contracts 45 1. Automobile mileage 45 2. Per Diem Expenses 45 3. Lodging 45 4. Miscellaneous Expenses 46 5. Estimated Expenses 46 YY. Background Check 46 RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 TABLE OF CONTENTS v ZZ. Security Requirements for Work on RIPTA Property 46 AAA. Records Retention 46 BBB. Litigation 46 CCC. Public Records/Confidentiality 47 DDD. Utilization of Small Business Sub-Contractors 47 EEE. Federal, State and Local Safety, Health and 47 FFF. Licenses and Certifications 47 GGG. Covid 19 Safety Procedures 47 HHH. Retainage for Construction and Design Build Contracts 48 III. Substantial completion 48 JJJ. Mobilization/Demobilization 48 VIII. REQUEST FOR APPROVED EQUAL FORM 49 IX. REQUIRED PROPOSAL SUBMISSIONS 50 X. SOLICITATION FORM 51 XI. OFFER FORM 52 XII. STATEMENT OF ELIGIBILITY FORM 53 XIII. AFFIDAVIT OF NON-COLLUSION FORM 54 XIV. CERTIFICATION OF RESTRICTIONS ON LOBBYING FORM 55 XV. BUY AMERICA CERTIFICATION REQUIREMENTS I 56 XVI. BUY AMERICA CERTIFICATION REQUIREMENTS II 57 XVII. BUY AMERICA PRE-AWARD AND POST-DELIVERY AUDITS: 58 A. Prior to Contract award, 58 B. After delivery and acceptance of the vehicles, 58 C. Authority Review 58 XVIII. DISADVANTAGED BUSINESS ENTERPRISES PROGRAM 59 A. Policy 59 B. Definitions. 60 1. Joint Venture 60 2. Disadvantaged Business 60 3. Small Business Concern 61 4. Socially and Economically Disadvantaged Individuals 61 C. Recognition of DBE Commitment 61 D. Proposal Submissions for Contracts with DBE Utilization Goals and/or DBE Participation 61 E. Good Faith Efforts for DBE Participation: 62 F. Procedure Prior to Contact Award 63 1. Guidance Concerning Good Faith Efforts 63 G. Termination of DBE Subcontractors 64 H. Substitution of Subcontractors 64 I. Program Compliance 65 J. Maintenance of Records 65 K. Prompt Payment 65 L. Monitoring Payments to DBEs 65 RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 TABLE OF CONTENTS vi XIX. DISADVANTAGED BUSINESS ENTERPRISE REQUIRED FORMS 66 A. Attachment A 67 A. Attachment B 68 A. Attachment C 69 A. Attachment D. 70 A. Attachment E 71 A. Attachment F 72 XX. PERFORMANCE AND PAYMENT BOND INFORMATION 73 XXI. PROPOSAL GUARANTEE (SURETY) 73 XXII. REQUIRED INSURANCE 73 A. Minimum limits 73 B. Certificate Requirements 73 XXIII. GENERAL CONTRACT COMPLIANCE CERTIFICATE 75 A. Equal Opportunity Clause 75 B. Age Discrimination 76 C. Employment of the Handicapped 77 XXIV. CERTIFICATE OF NON-SEGREGATED FACILITIES 79 XXV. NOTICE OF PROSPECTIVE SUBCONTRACTORS 80 A. Affirmative Action Compliance Program 80 B. Employer’s Information Report (EE)-1) Form 100 80 C. Notice to All Vendors 80 D. Post Award Conference 80 E. Signature Required 80 XXVI. GENERAL CONTRACT COMPLIANCE CERTIFICATE 81 XXVII. DAVIS BACON ACT COMPLIANCE 81 XXVIII. CONTRACTOR APPRENTICESHIP CERTIFICATION FORM 82 XXIX. CERTIFICATION OF PRIMARY PARTICIPANT FORM 83 XXX. DEBARMENT CERTIFICATION 84 XXXI. CERTIFICATION OF A SUBCONTRACTOR FORM 84 XXXII. NON-RESIDENT CONTRACTOR INFORMATION 85 XXXIII. DRUG & ALCOHOL TESTING PROGRAM 86 XXXIV. DRUG AND ALCOHOL POLICY ACKNOWLEDGEMENT 86 XXXV. TELECOMMUNICATIONS CLAUSE 87 XXXVI. FEDERAL TAX LIABILITY AND RECENT FELONY CONVICTION 88 RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 1 I. CALENDAR A. Date of Invitation: February 19, 2024 B. Pre-Proposal Conference: 1. Date: Not Applicable C. Request for Approved equals and Questions must be submitted ELECTRONICALLY IN MICROSOFT WORD FORMAT to RIPTA Contracts Manager by: 1. Date: March 4, 2024 2. Time: 1:00 p.m. Eastern Time 3. Response to approved equals: 5-10 days prior to Proposal opening. Please submit all of your questions in writing in one document by the deadline above; do not submit them piecemeal. Requests for Approved Equals must be accompanied by adequate Technical Information for the Authority to review. Requests submitted with insufficient information will not be considered. Requests for Approved Equals/Questions submitted after the deadline will NOT be considered It should be noted that Requests for Approved Equals/Questions can be used for both questions regarding the technical specifications and regarding contractual terms and conditions Approved Equals must be submitted by the Prime Contractors only. Potential Subcontractors must coordinate with Prime Contractors for submission of any products they wish to submit. D. Proposal Receipt: 1. Date: March 27, 2024 2. Time: 1:00 p.m. Eastern Time RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 2 II. NOTICE TO OFFERORS A. DATE: February 19, 2024 The Rhode Island Public Transit Authority (RIPTA) is requesting Proposals for the following: RIPTA Rider Survey All Proposals shall be submitted in the required format and quantity as set forth in the RFP. This Proposal must be received by March 27, 2024 at 1:00 p.m. Eastern Time by the Purchasing Department, Room 217, 705 Elmwood Avenue Providence, Rhode Island 02907. Please be advised that United Parcel Service does not deliver to this address. Award of contract is subject to financial assistance of 80% from the U.S. Department of Transportation (FTA Project Various FTA funding) and 20% from RIPTA. The successful Proposer shall comply with the conditions and terms applicable thereunder. The successful Proposer shall be required to comply with all applicable Equal Opportunity and Disadvantaged Business Enterprise regulations. Proposers are encouraged to view the Rhode Island Minority Business Enterprise (RIMBE) website for a list of Disadvantaged Business Enterprise vendors that may be interested in working with your company on this Proposal. All DBEs submitted must be certified by the State of Rhode Island at the time of Proposal submittal. The RIMBE Website address is http://odeo.ri.gov/offices/mbeco/dbe-program.php The Disadvantaged Business Enterprise goal for this project is 10% % The successful Proposer shall be required to certify that he is not on the Comptroller General's List of Ineligible Contractors. An electronic copy of the IFB is available on the State of Rhode Island, Department of Administration, Division of Purchases Website. http://www.purchasing.ri.gov/bidding/ExternalBidSearch.aspx RIPTA Solicitations can be found in the Quasi-Public Sector, listed under the Rhode Island Public Transit Authority. Bidders must download the Bid documents and complete the required forms. If you are unable to access the Internet, a printed copy of the Proposal may be obtained from RIPTA's Purchasing Department by calling Sheryl Gomes at (401) 784-9500, ext. 1281. http://odeo.ri.gov/offices/mbeco/dbe-program.php http://www.purchasing.ri.gov/bidding/ExternalBidSearch.aspx RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 3 III. CONTACT LIST Please contact RIPTA's Contracts Manager with any questions you may have regarding this Procurement. A. Contracts Manager Ms. Sheryl Gomes sgomes@ripta.com All contacts with the Authority regarding this Procurement Action shall be directed to the RIPTA Contracts Manager. The Contracts Manager will contact the appropriate RIPTA Staff as needed. The Authority does not assume responsibility for the accuracy of information obtained from other RIPTA Staff. Failure to adhere to this procedure may result in rejection of your Proposal. IV. PUBLIC COPY OF PROPOSAL SUBMITTAL Each Proposers must submit a copy of their proposal submittal to be available for public inspection upon opening of the proposals. The burden to identify and withhold from the public copy that is released at the proposal opening any trade secrets, commercial or financial information or other information the Proposers deems not subject to public disclosure pursuant to Chapter 38-2 of the Rhode Island Access to Public Records Act shall ret with the Proposers submitting the proposal. Failure to submit a “Public Copy” will result in the submitted copy being deemed available to the public. V. ELECTRONIC COPY OF THE PROPOSAL RESPONSE Each Proposer must submit an electronic copy of their Proposal Response. This should be on a USB drive This is in addition to the number of printed copies requested elsewhere in this document. This must be submitted WITH the proposal, NOT sent separately. Please DO NOT Password Protect the electronic version. mailto:sgomes@ripta.com RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 4 VI. INSTRUCTIONS FOR PROPOSERS A. Definition of Terms. Whenever herein or in the Proposal contract documents the following terms, pronouns or abbreviations are used, the intent and meaning shall be interpreted as follows: 1. Procuring agency Procuring Agency is defined as the Rhode Island Public Transit Authority. 2. RIPTA RIPTA shall refer to the Rhode Island Public Transit Authority. 3. Contractor Contractor shall mean the successful Proposers to whom a contract is awarded. 4. Request for Proposals (RFP) Request for Proposals shall mean the complete assembly of related documents, whether attached or incorporated by reference, furnished by RIPTA for the purpose of proposing, including the Request for Proposals, the Instructions for Proposers, Supplemental Conditions, Specifications, Proposal Form, Proposal Attachments, and Addenda, if any. Proposals shall be in strict accordance with the Terms of the RFP. 5. Authorized Signature. The person who is executing this contract on behalf of the Proposers and who is authorized to bind the Proposers. 6. Request for Proposals. The advertisement of the issuance by RIPTA of a Request for Proposals, which is published, posted, and sent to prospective proposers informing interested persons of the proposed procurement. 7. Proposal Evaluation Factors/Criteria Evaluation Factors/Criteria given in the Technical Specifications are not listed in order of priority. The order of the listing has no relationship to the relative importance of the factors. 8. Basis of Award The Contract will be awarded to the vendor that submits the Proposal that is rated the overall best value to the Authority. 9. Notice of Award. The receipt of a Purchase Order or Letter of Contract issued by RIPTA shall serve as notice of the award of contract. 10. Specifications. The written description and statement of necessary requirements of the equipment/construction, supplies and/or service to be provided. 11. Tender The Proposer's documents and all attachments tendered in response to the Proposal requests. RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 5 B. Form of Proposal and Signature. The Proposal shall be presented with an original and 3 copies on the forms provided herewith by RIPTA and shall be enclosed in a sealed envelope marked and addressed as required on the Proposal form. Depending upon whom the Proposal is made by the following signature and instructions must be followed: 1. Sole Owner. Proposal shall be signed with his full name, and his address shall be given. 2. General Partnership. Proposal shall be signed with the partnership name by a partner who shall also sign his/her own name, and the name and address of each partner shall be given. 3. Limited Partnership Proposal shall be signed with the partnership name by a general partner who has authorization to do so who shall also sign his/her own name. 4. Corporation. Proposal shall be signed by an officer or other individual who has the full and proper authorization to do so, and the corporate seal shall be affixed to the contract, or if the corporate seal is not affixed to the contract and it is signed by a person other than an officer, there must be attached to the contract a certified copy of a resolution of the corporation authorizing such officer or person to sign written contracts for and on behalf of the corporation. C. Proposal. The terms of the Proposal must not be changed. All blank spaces in said form shall be properly filled. Alterations by erasure or interlineation must be explained or noted in the Proposal over the signature of the Proposers. If the unit price and the total amount named by a Proposers for any item, do not agree, the unit price alone will be considered as representing the Proposer's intention. D. Unauthorized Conditions. Unauthorized conditions, limitations or provisions attached to a Proposal will render it informal and may cause its rejection. E. Submission of Proposal. Prior to the hour specified in the Request for Proposals inviting sealed Proposals, all Proposals shall be delivered to the Contracts Manager at the address shown in the Request for Proposals. All costs associated with preparation and submission of a Proposal shall be borne by the Proposers. The Authority assumes no responsibility for these costs. Each Proposal shall be in a sealed envelope properly labeled on the outside with the Proposal number and description. No Proposals received after said RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 6 time or at any place other than the time and place as stated in the Request for Proposals will be considered. No Proposal electronically transmitted, e.g., email and fax will be considered. F. Modification or Withdrawal of Proposal. A Proposal may be modified or withdrawn by written notice received in the office designated in the Request for Proposals not later than the exact time set for receiving of Proposals A Proposal may be withdrawn in person by a Proposers, or his/her authorized representative provided his/her identity is made known and he signs a receipt for the Proposal if the withdrawal is prior to the exact time set for receiving the Proposals. Modifications of Proposals and requests for withdrawal of Proposals which are received in the office designated in the Request for Proposals after the exact time set for opening are "late modifications" and "late withdrawals" respectively. A late modification or late withdrawal will be subject to the rules and procedures applicable to late Proposals. A late modification of an otherwise successful Proposal will be opened at any time it is received. If, in the judgment of the Director of Procurement, it makes the terms of the Proposal more favorable to RIPTA, it will be presented to the Contract Manager and Director of Procurement for consideration. G. Proposers Interviews or Presentations The Authority reserves the right, at its sole discretion, to request Proposal respondents to make presentations or interviews. This may be done in person, or through electronic means (i.e., telephone or via the internet). The purpose of this presentation is to enhance the presentation, not to amend it. Proposers should prepare their Proposal responses based upon the assumption that there will not be interviews, unless specifically stated in the Technical Specifications. The Written Proposal should reflect their best effort. H. Samples Samples, when required, must be submitted within the time specified, at no expense to RIPTA. If not, destroyed or used up during testing, samples will be returned upon request at the Proposer's expense. I. Canvass of Proposals. At the hour specified in the Request for Proposals, a designee will receive the Proposals. An award will be made, or Proposals rejected by RIPTA within the time specified in the specifications or Proposal forms, or if not specified, within a reasonable time after Proposals have been opened. J. Rejection of Proposals. RIPTA reserves the right to reject any and all Proposals. The right is reserved to reject any or all Proposals, and to waive technical defects as the interest of RIPTA may require. Each Proposer shall be notified if all Proposals are rejected. K. Sales Tax Exemption. RIPTA confirms there are no state, local, or federal taxes applicable to this purchase. L. Delivery Charges. RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 7 Unless otherwise stated in the RFP, proposers shall include freight and/or delivery charges in the total price of their Proposals. M. Alternative Proposal Submissions of an alternative Proposal or Proposals, except as specifically called for in the Specifications or RFP, will render the Proposal informal and may cause its rejection. N. Non-Collusive Affidavit. The Proposers represents and warrants that its Proposal is genuine and not sham or collusive or made in the interest or in behalf of any person not therein named, and that the Proposers has not, directly or indirectly, induced or solicited any other Proposers to submit a sham Proposal or any other person, firm or corporation to refrain from proposing, and that the Proposers has not in any manner sought by collusion to secure itself an advantage over any other Proposers. O. Interest of RIPTA Personnel. The Proposers represents and warrants that neither the Chief Executive Officer, nor any Board Member, nor any employee of RIPTA, is in any manner interested directly or indirectly in the Proposal or in the contract, which may be made under it, or in any expected profits to arise therefrom. P. Penalty for Collusion. If at any time it shall be found that the person, firm or corporation to whom a contract has been awarded has, in presenting any Proposal or Proposals, colluded with any other party or parties, then the contract so awarded shall be voidable by RIPTA and the Contractor and his bondsmen shall be liable to RIPTA for all loss or damage which RIPTA may suffer thereby and the RIPTA Board may advertise for a new contract for said labor, supplies, materials, equipment or service. Q. Proposal Acceptance Period All Proposals shall remain in effect one hundred twenty (120) calendar days from the date of Proposal opening. Proposals offering less than one hundred twenty (120) calendar days for acceptance by RIPTA from the date set for opening will be considered non-responsive and will be rejected. R. Postponement. RIPTA reserves the right to postpone, for its own convenience, the date the Proposal is to be received, but any Proposers whose Proposal has already been submitted to RIPTA when the decision to postpone is made shall be afforded the opportunity to revise or withdraw its Proposal. S. Amendment and/or Postponement. RIPTA reserves the right to revise or amend the specifications up to the time set for the receiving of Proposals. Such revisions and addenda, if any, shall be announced by addenda to this solicitation. It shall be the responsibility of prospective proposers to check the State of Rhode Island, Department of Administration Division of Purchases Website for any addenda. If the revisions and addenda require changes in quantities or price Proposal, or both, the date set for receiving Proposals may be postponed by such number RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 8 of days as in the opinion of RIPTA shall enable proposers to revise their Proposals. In any case, Proposal openings shall be at least seven (7) working days after the last addendum, and the addenda shall include an announcement of the new date, if applicable. T. Single Proposal. 1. In the event a single Proposal is received, RIPTA will, at its option, either conduct a price and/or cost analysis of the Proposal and make the award by negotiation or reject the Proposal and re-advertise. A price analysis is the process of examining the Proposal and evaluating a prospective price without evaluating the separate cost elements. Price analysis shall be performed by comparison of the price quotations submitted on other current quotations, with published price lists, or other established or competitive prices. The comparison shall be made to a purchase of similar quantity and involving similar specifications. Where a difference exists, a detailed analysis must be made of this difference and costs attached thereto. 2. Where it is impossible to obtain a valid price analysis, it may be necessary for RIPTA to conduct a cost analysis of the Proposal price. Cost analysis is the review and evaluation of a contractor's cost or pricing data and of the factors applied in projecting from such data the estimated costs of performing the contract, assuming reasonable economy and efficiency. 3. The price and/or cost analysis shall be made by RIPTA's Procurement Department. U. Qualifications for Award. The Proposers must be a person, firm, or corporation that: 1. Has in operation, or has the capability to have in operation, a manufacturing plant adequate to assure delivery of all equipment within the time specified under this contract. 2. Has adequate service personnel, or has the capability to have such personnel, to satisfy any service problems that may arise during the warranty period. 3. Has the necessary facilities and financial resources or has the capability to obtain such facilities and resources to complete the contract in a satisfactory manner within the required time. 4. The Procuring agency shall have the right to conduct a pre-award survey on each Proposers. Doubt as to the capability or technical ability, productive capacity, or financial strength, which cannot be resolved affirmatively, shall require a determination of non- responsibility by RIPTA. RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 9 V. Ineligible Proposers. The Proposers shall be required to certify, upon request, that it is not on the U.S. Comptroller General's Consolidated List of Persons or Firms currently debarred for Violations of Various Public Contracts Incorporating Labor Standards Provisions. W. Disadvantaged Business Enterprise (DBE) The Rhode Island Public Transit Authority shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT- assisted contract or in the administration of its DBE Program or the requirements of 49 CFR part 26. RIPTA will take all-necessary and reasonable steps under 49 CFR part 26 to ensure nondiscrimination in the award and administration of DOT-assisted contracts. RIPTA’s DBE Program, as required by 49 CFR part 26 and as approved by DOT, is incorporated herein by reference. Implementation of this DBE Program is a legal obligation and failure to carry out its terms shall be a violation of Federal law and a breach of any applicable DOT-assisted contract. Upon notification to RIPTA of its failure to carry out its approved DBE Program, the DOT may impose sanctions as provided for under 49 CFR part 26 and may, in appropriate cases where a firm/contractor makes a false or fraudulent statement in connection with participation of a DBE in any DOT assisted program or otherwise violates Federal law, refer the matter for prosecution under 18 U.S.C. 1001 and/or under 49 CFR Part 31, Program Fraud Civil Remedies Act. .. X. Addenda. RIPTA may issue addenda containing amendments to its proposal solicitation documents. Any addendum issued less than seven (7) days prior to the receipt of Proposal shall, if necessary, contain a provision postponing the date of the receipt of Proposal to a date that will provide proposers adequate time to respond to the addenda. Addenda shall be numbered sequentially. Y. Proposer's Requests and Appeals. 1. Appointments. Proposers and suppliers may make appointments with the contact person listed in the specifications to discuss the specifications. 2. Amending Materials. Any amending material issued by RIPTA pertaining to the Proposal solicitation documents (including, without limitation: clarifications, approved equals, and corrections) shall be set forth in an addendum and sent to all parties who are on record as having obtained a copy of the Proposal solicitation documents. 3. Appeal. Should any Proposers or supplier choose to appeal RIPTA's decision, such appeal must be in writing and received by RIPTA not less than seven (7) calendar days before the date of receipt of Proposal. RIPTA has no obligation to consider appeals received less than seven (7) calendar days before the date of the receipt of Proposal. RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 10 4. Withdrawal. The Proposers or supplier may withdraw its appeal at any time before RIPTA issues a final decision. There shall be no further review of the appeal after the final decision is issued. 5. Notification. Should RIPTA postpone the date of the receipt of Proposal owing to the appeal, RIPTA shall notify all parties who are on record as having obtained a copy of the Proposal solicitation documents that an appeal has been filed and that the date of the receipt of Proposal shall be postponed until RIPTA has issued its final decision. RIPTA shall issue appropriate amendments postponing the re-scheduling date of the receipt of Proposal. Z. Equal Employment Opportunity. In connection with the execution of this contract, the Contractor shall not discriminate against any employee or applicant for employment because of race, color, sex, age, national origin, religion, sexual orientation, gender identity or expression, disability status or veteran status. The Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during their employment, without regard to their race, color, sex, age, national origin, religion, sexual orientation, gender identity or expression, disability status or veteran status. Such actions shall include, but not limited to, the following: employment, promotion, demotion, transfer, recruitment or recruitment advertising, layoff, or termination, rates of pay, or other forms of compensation, and selection for training, including apprenticeship. AA. Prohibited Interest. No member, officer, or employee of RIPTA or of a local public body during his tenure or for one year thereafter shall have any interest, directly or indirectly, in this contract or the proceeds thereof. BB. Interest of Members of Congress. No member or delegate to the Congress of the United States shall be admitted to any share or part of this contract or to any benefit arising therefrom. CC. Contract Commencement Date. The contract commencement date shall be the date of the signing of the Purchase Order or by Letter of Contract signed by an authorized RIPTA employee. DD. Notice, Waiver and Applicable Law. Notice given to Contractor and RIPTA shall be given to the parties in writing by certified mail at the respective addresses set forth herein. Waiver by RIPTA of a breach by Contractor of any provision of this contract shall not be deemed a waiver of future compliance therewith, and such provision as well of future provisions hereunder, shall remain in full force and effect. The rights and duties of the parties hereto shall be determined by the laws of the State of Rhode Island, and to that end this agreement shall be considered and RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 11 construed as a contract made an to be performed in the State of Rhode Island. EE. Protest. 1. General. Protests will be accepted from prospective Proposers or Offerors whose direct economic interest would be affected by the award of a Contract or by failure to award a contract. The RIPTA Director of Purchasing will consider all protests or objections filed in a timely manner regarding the award of a contract, whether submitted before or after award. If the protest is oral and the matter cannot be otherwise resolved, written confirmation of the protest will be requested. Protest submissions should be concise, logically arranged, and clearly state the grounds for the protest. Protests must include at least the following information: a. Name, address, and telephone number of protester. b. Identification of the solicitation or Contract number. c. A detailed statement of the legal and factual grounds of protest, including copies of relevant documents. d. A statement as to what relief is requested. e. Protest should be sent to: Director of Procurement RI Public Transit Authority Room 217 705 Elmwood Avenue Providence, RI 02907 f. Protests must be filed with the RIPTA in accordance with our procedures and time requirements. The protest to RIPTA must be complete and contain all the issues that the protester believes relevant. RIPTA will respond to each substantive issue raised in the protest. Failure to include an issue in the protest eliminates that issue from further consideration. All protest decisions entered by RIPTA are final in accordance with FTA "Third Party Contract" Regulation. g. On occasion, when considered appropriate, an informal conference on the merits of the protest with all interested parties may be held. FF. Protests before Award 1. Solicitation Phase. Protests concerning the solicitation must be submitted in writing five (5) working days prior to Proposal opening or closing date for receipt of Proposals. If the written protest is not received by the time specified, award may be made in the normal manner unless the Director of Purchasing, upon investigation, finds that remedial action is required. Oral protests not followed up by a written protest will be disregarded. RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 12 Notice of a protest and the basis therefore will be given to all potential Proposers or Offerors. 2. Pre-Award Phase. When a protest against the making of an award is received after receipt of Proposals but prior to award, the Director of Purchasing may determine to withhold the award pending disposition of the protest. The proposer or proposers whose Proposals might become eligible for award should be requested, before expiration of the time for acceptance of their Proposals, to extend the time for acceptance (with consent of sureties, if any) to avoid the need for re-advertising. RIPTA will provide a written response to each material issue raised in the written protest. Where a written protest against the making of an award is received in the time specified, award will not be made prior to five (5) working days after resolution of the protest. If a protest has been filed with FTA, award will not be made during the pendency of that protest. It should be noted that the FTA will not substitute its judgment for that of RIPTA unless the matter is primarily a Federal concern. Circumstances where RIPTA would allow an exception to the stated protest award policy are: a. The items to be procured are urgently required. b. Delivery or performance will be unduly delayed by failure to make award promptly; or, c. Failure to make award will otherwise cause undue harm to RIPTA or the Federal Government. If award is made, the Director of Procurement will document the file to explain the need for an award and will give written notice of the decision to proceed with the award to the protester and, as appropriate, to others concerned. GG. Protests after Award. A protest received not later than 10 (ten) working days after award shall be reviewed by the Director of Purchasing. The Contractor will, in any event, be furnished with the notice of protest and the basis, therefore. When it appears likely that an award may be invalidated and a delay in receiving the supplies or services is not prejudicial to the Authority's interest, the Director of Purchasing should consider a mutual agreement with the Contractor to suspend performance on a no-cost basis. HH. Source Selection and Contract Award The contract shall be awarded with reasonable promptness by written notice to the responsive and responsible Proposers whose Proposal will be evaluated using a best value approach. The ultimate selection of an offeror will be on the basis of overall best value to the Authority. II. Title VI Assurances RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 13 Contractors and subcontractors will be required to comply with all requirements imposed by Title VI of the Civil Rights Act of 1964 (49 U.S.C. §2000d, et seq.), and the Assurances by RIPTA pursuant thereto. JJ. Energy Conservation Requirements: The Contractor agrees to comply with mandatory standards and policies relating to energy efficiency, which are contained in the State of Rhode Island Energy Conservation Plan issued in compliance with the Energy Policy and Conservation Act. KK. Program Fraud 1. 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. Department of Transportation 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 Federal Transit Administration 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. 2. 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 the FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 5307 (n) (1) on the Contractor, to the extend the Federal Government deems appropriate. 3. 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. LL. No Government Obligation to Third Parties: 1. The Purchaser and the Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 14 party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. 2. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. MM. Veteran’s Employment The Contractor shall ensure that contractors working this project shall give a hiring preference, to the extent practicable, to veterans (as defined in Section 2108 of title 5) who have the requisite skills and abilities to perform the work required under the contract. This shall not be understood, construed, or enforced in any manner that would require an employer to give a preference to any veteran over any equally qualified applicant who is a member of any racial or ethnic minority, female, an individual with a disability, or a former employee. NN. Solid Waste (Recycled Products) This Contract must comply with Section 6002 of the Solid Waste Disposal Act as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. OO. Prohibition on certain telecommunications and video surveillance services or equipment. Vendors responding to this contract are prohibiting from providing the equipment that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115– 232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (ii) Telecommunications or video surveillance services provided by such entities or using such equipment. (iii) http://www.law.cornell.edu/uscode/text/5/2108 http://www.law.cornell.edu/uscode/text/5 RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 15 Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. PP. Disputes, Breaches, Defaults, and Litigation. The FTA Interest. FTA has a vested interest in the settlement of any violation of federal law, regulation, or requirement, or any disagreement involving the Award, the accompanying Underlying Agreement, and any Amendments thereto including, but not limited to, a default, breach, major dispute, or litigation, and FTA reserves the right to concur in any settlement or compromise. (b) Notification to FTA; Flow Down Requirement. If a current or prospective legal matter that may affect the Federal Government emerges, the RIPTA must promptly notify the FTA Chief Counsel and FTA Regional Counsel for the Region in which the RIPTA is located. The Contractor must include a similar notification requirement in its subcontracts at every tier, for any agreement that is a “covered transaction” according to 2 C.F.R. §§ 180.220 and 1200.220. (1) The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal 95 Government as a party to litigation or a legal disagreement in any forum for any reason. (2) Matters that may affect the Federal Government include, but are not limited to, the Federal Government’s interests in the Award, the accompanying Underlying Agreement, and any Amendments thereto, or the Federal Government’s administration or enforcement of federal laws, regulations, and requirements. (3) Additional Notice to U.S. DOT Inspector General. RIPTA shall promptly notify the U.S. DOT Inspector General in addition to the FTA Chief Counsel or Regional Counsel for the Region in which the RIPTA is located, if the RIPTA has knowledge of potential fraud, waste, or abuse occurring on a Project receiving assistance from FTA. The notification provision applies if a person has or may have submitted a false claim under the False Claims Act, 31 U.S.C. § 3729, et seq., or has or may have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bid rigging, misappropriation or embezzlement, bribery, gratuity, or similar misconduct involving federal assistance. This responsibility occurs whether the Project is subject to this Agreement or another agreement between the RIPTA and FTA, or an agreement involving a principal, officer, employee, agent, or Third-Party Participant of the RIPTA. It also applies to subcontractors at any tier. Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a criminal or civil investigation by a Federal, state, or local law enforcement or other investigative agency, a criminal indictment or civil RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 16 complaint, or probable cause that could support a criminal indictment, or any other credible information in the possession of RIPTA In this paragraph, “promptly” means to refer information without delay and without change. This notification provision applies to all divisions of the RIPTA, including divisions tasked with law enforcement or investigatory functions. (c) Federal Interest in Recovery. The Federal Government retains the right to a proportionate share of any proceeds recovered from any third party, based on the percentage of the federal share for the Underlying Agreement. Notwithstanding the preceding sentence, RIPTA may return all liquidated damages it receives to its Award Budget for its Underlying Agreement rather than return the federal share of those liquidated damages to the Federal Government, provided that RIPTA receives FTA’s prior written concurrence. (d) Enforcement. RIPTA must pursue its legal rights and remedies available under any third-party agreement or any federal, state, or local law or regulation. VII. GENERAL PROVISIONS A. Definitions: As used throughout this Contract, the following terms shall have the meanings set forth below: 1. Authority Authority means Rhode Island Public Transit Authority (RIPTA). 2. Contracting Manager the person executing this Contract on behalf of the Authority, and his or her successor, and the term includes, except as otherwise provided in this Contract, the authorized representative of a Contracting Officer acting within the limits of his authority. 3. Directed, Ordered, designated, or prescribed. Wherever in the scope of the work the words directed, ordered, designated, prescribed, or words of like importance are used, it shall be understood that the direction, requirement, order, designation, or prescription of the Contracting Manager is intended and similarly the words approved, acceptable, satisfactory, or words of like importance shall mean approved by, or acceptable to, satisfactory to the Contracting Officer, unless expressly stated. B. Changes: The Contracting Officer may at any time, by a written order, and without notice to the sureties, make changes within the general scope of this Contract. If any such changes cause an increase or decrease in the cost of, or the time required for, the performance of any part of the work under this Contract, whether changed or not changed by the order, the Contracting officer shall make an equitable adjustment in the Contract price, the delivery schedule, or both, and shall modify the Contract. RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 17 The Contractor must assert its right to an adjustment under this article within 30 days from the date of receipt of the written order. Failure to agree to any adjustment shall be a dispute under the Disputes article. However, nothing in this article shall excuse the Contractor from proceeding with the contract as changed. C. Extras: Except as otherwise provided in this Contract, no payment for extras shall be made unless such extras and the price therefore have been authorized in writing in advance by the Contracting Officer. D. Inspection: All supplies, which term throughout this article includes without limitation raw materials, components, intermediate assemblies, and end products, shall be subject to inspection and test by the Authority, to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance. In case any supplies or lots of supplies are defective in material or workmanship or otherwise not in conformity within the requirements of this Contract, the Authority shall have the right either to reject them or require their correction. If any inspection or test is made by the Authority on the premises of the Contractor or a subcontractor, the Contractor without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of the Authority inspectors in the performance of their duties. All inspections and tests by the Authority shall be performed in such a manner as not to unduly delay this work. The Authority reserves the right to charge to the Contractor any additional cost of Authority inspection and test when supplies are not ready at the time such inspection and test is requested by the Contractor or when re-inspection or retest is necessitated by prior rejection. Acceptance or rejection of the supplies shall be made as promptly as practicable after delivery, except as otherwise provided in this Contract; but failure to inspect and accept or reject supplies shall neither relieve the Contractor from responsibility for such supplies as are not in accordance with the contract requirements nor impose liability on the Authority, therefore. The inspection and test by the Authority of any supplies or lots thereof does not relieve the Contractor from any responsibility regarding defects or other failures to meet the Contract requirements, which may be discovered prior to acceptance. Except as otherwise provided in this Contract, acceptance shall be conclusive except as regard latent defects, fraud, or such gross mistakes as amount to fraud. The Contractor shall provide and maintain an inspection system acceptable to the Authority covering the supplies hereunder. Records of all inspection work by the Contractor shall be kept complete and available to the Authority during the performance of this Contract and for such longer period as may be specified elsewhere in this Contract. E. Responsible: RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 18 Notwithstanding the requirements for any Authority inspection and test contained in Specifications applicable to this Contract, except where specialized inspections or tests are specified for performance solely by the Authority, the Contractor shall perform or have performed the inspections and tests required to substantiate that the supplies and services provided under the contract conform to the Drawing, Specifications and Contract requirements. F. Title and Risk of Loss Unless this Contract specifically provides for earlier passage of title, title to supplies covered by this Contract shall pass to the Authority upon formal acceptance. Unless this Contract specifically provides otherwise, risk of loss of or damage to supplies covered by this Contract shall remain with the Contractor, until acceptance by the Authority. Notwithstanding the above, the risk of loss of or damage to supplies which so fail to conform to the Contract as to give a right of rejection shall remain with the Contractor until cure or acceptance, at which time the above shall apply. G. Storage of Contractor Material on RIPTA Property The Authority will not accept responsibility for any Contractor Material stored on RIPTA Property. It shall be the responsibility to provide a secure, method of storing their material on RIPTA Property. H. Payments The Contractor shall be paid, upon the submission of proper invoices or vouchers, the prices stipulated herein for supplies delivered and accepted or services rendered and accepted, less deductions, if any, as specified. The failure to perform may result in partial or full suspension of payment and/or process payment. The Authority’s payment terms are 60 days after approval of an invoice unless otherwise negotiated. I. Stop Work Order The Contracting Manager may, at any time, by written order to the Contractor, require the Contractor to stop all, or part of the work called for by this Contract. Any such order shall be specifically identified as a STOP WORK ORDER issued pursuant to this article. Upon receipt of such an order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. J. Disputes 1. Except as otherwise provided in this Contract, any dispute concerning a question of fact arising under this Contract which is not disposed of by agreement shall be decided by the Contracting Officer, who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the Contractor. The decision of the Contracting Officer shall be final and conclusive unless, within 30 days from the date of receipt of such copy, the Contractor mails or otherwise furnishes to the Contracting Officer a written appeal addressed to the Chief Executive RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 19 Officer. The decision of the Chief Executive Officer or his/her duly authorized representative for the determination of such appeals shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent, or capricious, or arbitrary, or so grossly erroneous as necessarily to imply bad faith or is not supported by substantial evidence. In connection with any appeal proceeding under this article, the Contractor shall be awarded an opportunity to be heard and to offer evidence in support of his appeal. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the contract and in accordance with the Contracting Officer's decision. 2 This DISPUTES article does not preclude consideration of questions of law in connection with decisions provided for in paragraph a. above. Nothing in this Contract, however, shall be construed as making the final decisions of the General Manger of his/her representative on a question of law. K. Default 1. The Authority may, subject to the provisions of paragraph b. below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in any one of the following circumstances: a. If the Contractor fails to make delivery of the supplies or to satisfactorily perform the services within the time specified herein or any extension thereof; or b. If the Contractor fails to perform any of the other provisions of this Contractor, or so fails to make its terms, and in either of these two circumstances does not cure such failure within a period of 10 days (or such longer period of as the Contracting Officer may authorize in writing) after receipt of notice from the Contracting Officer specifying such failure 2. Default without the fault or negligence of the Contractor. Such causes may include, but are restricted to, acts of God or of the public enemy, acts of the Government in its sovereign capacity or the Authority in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor. 3. If the Contractor fails to deliver the supplies or satisfactorily perform the services within the time specified in this Contract, or any extension thereof, the actual damage to the Authority for the delay will be difficult or impossible to determine. Therefore in lieu of actual damages, the Contractor shall pay to the Authority as fixed, agreed, and liquidated damages for each calendar day of delay, the amount set forth elsewhere in this Contract. The Contractor shall not be charged with liquidated damages when the delay arises out of causes beyond the control and without the fault or negligence of the Contractor, and RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 20 in such event, subject to this DISPUTES article, the Contracting Officer shall ascertain the facts and extent of the delay and shall extend the time for performance of the contract when in his judgment the findings of fact justify an extension. 4. The rights and remedies of the Authority provided in this article shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. L. Termination for Convenience of the Authority The performance of work under this Contract may be terminated by the Authority in accordance with this article in whole, or from time to time in part, whenever the Contracting Officer shall determine that such termination is in the best interest of the Authority. Any such termination shall be affected by delivery to the Contractor of a Notice of Termination specifying the extent to which performance of work under the contract is terminated, and the date upon which such termination becomes effective. After receipt of a Notice of Termination, the Contractor shall submit to the Contracting Officer his termination claim, in the form and with certification prescribed by the Contracting Officer. Such claims shall be submitted promptly by in no event later than one year from the effective date of termination. Upon failure of the Contractor to submit his termination claim within the time allowed, the Contracting Officer may, subject to any review required by the contracting agency's procedures in effect as of the date of execution of this Contract, determine, on the basis of information available to him, the amount, if any, due the Contractor by reason of the termination and shall thereupon pay to the Contractor the amount so determined. In the event of the failure of the Contractor and the Contracting Officer to agree upon the whole amount to be paid the Contractor by reason of the termination of work pursuant to this article, the Contracting Officer shall, subject to any review by the contracting agency's procedures in effect as of the date of execution of this Contract, determine, on the basis of information available to him, the amount if any, due the Contractor by reason of the termination. Costs claimed, agreed to , or determined pursuant to this paragraph shall be in accordance with the applicable with the applicable contract cost principles and procedures of the Federal Acquisition Regulations (48 CFR 31.1) in effect on the date of this Contract. The Contractor shall have the right to appeal, under the DISPUTES article of this Contract from any determination made by the Contracting Officer, except that, if the Contractor has failed to submit his claim within the time provided above and has failed to request extension of such time, he shall have no such right of appeal. Unless otherwise provided for in this Contract, or by applicable statue, the Contractor, from the effective RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 21 date of termination and for a period of three years after final settlement under this Contract, shall preserve and make available to the Authority at all reasonable times at the office of the Contractor but without direct charge to the Authority, all his books, records, documents, and other evidence bearing on the costs and expenses of the Contractor under this Contract and relating to the work terminated hereunder, or, to the extent approved by the Contracting Officer, photographs, micro photographs, or other authentic reproductions thereof. M. Federal, State and Local Taxes Except as may be otherwise provided in this Contract, the Contract price includes all applicable Federal, State, and Local taxed and duties. The Authority upon the request of the Contractor shall, without further liability, furnish evidence appropriate to establish exemption from any Federal, State, or Local tax. N. Walsh-Healey Public Contracts Act If this contract is for the manufacture or furnishing of materials, supplies articles, or equipment in an amount which exceeds or may exceeds or exceed $14,000 and is otherwise subject to the Walsh-Healey Public Contract Act, as amended (41 U.S.C. 34-35), there are hereby incorporated by reference all representations and stipulations required by said Act and regulations issued thereunder by the Secretary of Labor, such representations of the Secretary of Labor which are now or may hereafter be in effect. O. Officials Not to Benefit No member, officer, or employee of the Authority during his tenure or one year thereafter shall have any interest, direct or indirect, in this Contract or the proceeds thereof. P. Covenant against Contingent Fees The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the Authority shall have the right to annul this Contract without liability or in its discretion, to full amount of such commission, percentage, brokerage, or contingent fee. Q. Notice to the Authority of Labor Disputes Whenever the Contractor has knowledge that any or potential labor disputes is delaying or threatens to delay the timely performance of this Contract, the Contractor shall immediately give notice thereof, including all relevant information with respect thereto, to the Contracting Officer. The Contractor agrees to insert the substance of this clause, in any subcontract hereunder as to which a labor dispute may delay the timely performance of this Contract; except that each such subcontract shall provide that in the event its timely performance is delayed or threatened by delay by any actual or potential labor dispute, the subcontractor shall immediately notify his next higher tier RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 22 subcontractor, or the Contractor, as the case may be, of all relevant information with respect to such dispute. R. Patent Indemnity 1. If the amount of this Contract is in excess of $10,000, the Contractor shall indemnify the Authority and its officers, agents, and employees against liability, including costs, for infringement of any United States letters patent arising out of the manufacture or delivery of supplies under this Contract. 2. In addition, if specifically requested by the Contracting Officer prior to execution of the Contract, a copy of the current license agreement and identification of applicable claims of specific patents shall be furnished. S. Use of Trade Names Any trade names used in this document are merely used for a point of reference. The Authority will consider submission of approved equals on any or all products specified. Use of trade names by the Authority bears no actual or implicit approval for the violation of any current or pending patents or copyrights. T. Rights in Technical Data 1. The Authority shall have the right to use, duplicate or disclose technical data, which includes computer software, in whole or in part, in any manner and for any purpose whatsoever, and to have or permit others to do so: a. Any manuals, instructional materials prepared for installation, operation, maintenance, or training purposes. b. Technical data pertaining to end items, components or processes which were prepared for the purpose of identifying sources, size, configuration, mating and attachment characteristics, functional characteristics and performance requirements ("for, fit and function: data; e/g/ specification control drawing, catalog sheets, outline drawing; except that for computer software it means data identifying source, functional characteristics, and performance requirements but specifically excludes the source code, algorithm, process, formulae, and flow charts of the software); c. Other technical data which has been or is normally furnished without restriction by the Contractor or subcontractor. d. Other specifically described technical data, which the parties have agreed will be furnished without restriction. 2. The Authority shall have the right to use, duplicate, or disclose technical data other than that defined in paragraph a. in whole or in part, with the express limitation that such technical data shall not, without the written permission of the party furnishing such technical data, be. RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 23 a. released or disclosed in part by the Authority for manufacture, or b. used in whole or in part by the Authority for manufacture, or c. used by a party other than the Authority except for emergency repair or overhaul work only, by or for the Authority where the item or process concerned is not otherwise reasonably available to enable timely performance of the work; provided, that the release or disclosure thereof outside the Authority shall be made subject to a prohibition against further use, release, or disclosure. 3. Technical data provided in accordance with the provisions of paragraph b. shall be identified by a legend, which suitably recites the aforesaid limitation. Nothing herein shall impair the right of the Authority to use similar or identical data acquired from other sources. 4. The term technical data as used in this article means technical writing, computer software, sound recording, pictorial reproductions, drawings, or other representations and works of a technical nature, whether or not copyrighted, which are specified to be delivered pursuant to this Contract. The term does not include financial reports, cost analysis, and other information incidental to Contract administration. Computer software as used in this article means computer programs, computer databases, and documentation. 5. Material covered by copyright: a. The Contractor agrees to and does hereby grant to the Authority, and to its officers, agents and employees acting within the scope of their official duties, a royalty-free, nonexclusive, and irrevocable license throughout the world for Authority purposes to publish, translate, reproduce, deliver, perform, dispose of, and to authorize others to do so, all technical data now or hereafter covered by copyright. b. No such copyright matter shall be included in technical data furnished hereunder without the written permission of the copyright owner for the Authority (or higher-tier contractor) promptly and in reasonable written detail each notice or claim of copyright infringement received by the Contractor with respect to any technical data delivered hereunder. 6. Relation to patents: Nothing contained in this article shall imply a license to the Authority under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Authority under any patent. 7. Any dispute under this article shall be subject to the Disputes article of this contract U. Audit and Inspection of Records The Contractor shall maintain records, and the Contracting Officer, the State of Rhode Island, the U.S. Department of Transportation, and the Comptroller RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 24 General of the United States or any of their duly authorized representatives shall, until the expiration of three years after final payment under this Contract, have access to and the right to examine any directly pertinent books, documents, papers and records of such contractor, involving transactions related to the Contract, for the purpose of making audit, examination, excerpts and transactions. The Contractor further agrees to include in all his subcontracts hereunder a provision to the effect that the subcontractor agrees that the Contracting Officer, the State of Rhode Island, the U.S. Department of Transportation and the Comptroller General of the United States or any of their Duly authorized representatives shall, until the expiration of three years after final payment under the Contract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor, involving transactions related to the subcontract, for the purpose of making audit, examination, excerpts and transcription. V. Gratuities In connection with performance of work required under this Contract, or any changes or modifications relative thereto, the giving of or offering to give gratuities (in the form of entertainment, gifts or otherwise) by the Contractor, or any agent, representative or other person deemed to be acting on behalf of the Contractor, or any supplier or subcontractor furnishing material to or performing work under this Contract, or agent, representative or other person deemed to be acting on behalf of such supplier or subcontractor, to any Director, Officer or employee of the Authority; or to any Director, employee or agent of any of the Authority's agents, consultants, representatives or other persons deemed to be acting for or on behalf of the Authority with a view toward securing a contract or securing favorable treatment with respect to the awarding to the awarding or amending, or the making of any determinations with respect to the performing of such contract is expressly forbidden. The terms of this GRATUITIES article shall be strictly construed and enforced in the event of violations hereto. W. Limitation on Withholding Payments If more than one article or schedule provision of this Contract authorized the temporary withholding of amounts otherwise payable to the Contractor for supplies delivered or services performed, the total of the amounts so withheld at any one time shall not exceed the greatest amount which may be withheld under any one such article or schedule provision at that time; provided, that this limitation shall not apply to: 1. Withholdings pursuant to any clause relating to wages or hours of employees. 2. Withholdings not specifically provided for by this Contract; and 3. The recovery of overpayment. X. New Material RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 25 The Contractor represents that the supplies and components to be provided under this Contract are new (not used or reconditioned, and not of such age or so deteriorated as to impair their usefulness or safety). Y. Order of Precedence In the event of an inconsistency in the Contract, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: 1. The Proposal Schedule. 2. Special Conditions. 3. General Provisions. 4. The other provisions of the Contract, whether incorporated by reference or otherwise. 5. The Specifications; and 6. Drawings. Z. Correction of Deficiencies 1. Definitions: As used in this article: a. Deficiency means any condition or characteristics in any supplies (which term shall include related technical data) or services furnished hereunder, which is not in compliance with the requirements of this Contract. b. Correction means any and all actions necessary to eliminate any and all deficiencies. c. Supplies mean the end item(s) furnished by the Contractor and related services required under this Contract. 2. General: a. The rights and remedies of the Authority shall not be affected in any way by any other provisions under this Contract concerning the conclusiveness of inspection and acceptance. b. The Contractor shall not be responsible under this article for the correction of deficiencies caused by the Authority. These shall be no extension in time for performance; no increase in contract price for the correction of deficiencies that are the responsibility of the Contractor, his suppliers, and/or subcontractors. 3. Deficiencies in accepted supplies or services: If the Contracting Officer determines that a deficiency exists in any of the supplies or services accepted by the Authority under this Contract, he shall promptly notify the Contractor of the deficiency, in writing, within 30 days. Upon timely notification of the existence of such a deficiency, or if the Contractor independently discovers a deficiency in accepted supplies or services, the Contractor shall promptly submit to the Contracting Officer his recommendation for corrective actions, together with supporting information in sufficient detail for the RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 26 Contracting Officer to determine what corrective action, if any, shall be undertaken. 4. Correction of Deficiencies by Contractor: The Contractor shall promptly comply with any timely written direction by the Contracting Officer to correct or partially correct a deficiency, at no increase in the Contract price. The Contractor shall also prepare and furnish to the Authority data and reports applicable to any correction required under this article (including revision and updating of all other affected data called for under this Contract) at no increase in the Contract price. 5. Deficiencies in supplies or services not yet accepted: If the Contractor becomes aware at any time before acceptance by the Authority (whether before or after tender to the Authority) that a deficiency exists in any supplies or services, he shall promptly correct the deficiency or, if he elects to invoke the procedures in paragraph c. above, he shall promptly communicate information concerning the deficiency to the Contracting Officer, in writing, together with his detailed recommendation for corrective action. 6. Extensions or Delays In no event shall the Authority be responsible for extension or delays in the scheduled deliveries or periods of performance under this Contract as a result of the Contractor's obligations to correct deficiencies, nor shall there be any adjustment of delivery schedule or period of performance as a result of corrections of deficiencies, except as may be agreed to by the Authority in a supplemental agreement with adequate consideration. 7. Contract Price It is hereby specifically recognized and agreed by the parties hereto that this article shall not be construed as obligating the Authority to increase the Contract price of this Contract. 8. Failure to correct: If the Contractor fails or refuses to promptly rectify the deficiency the Contracting Officer shall give the Contractor written notice specifying the failure or refusal and setting a period after receipt of the notice within which it must be cured. If the failure or refusal is not cured within the specified period, the Contracting Officer may, by contract or otherwise, as required: a. Obtain detailed recommendations for corrective action. b. Correct the supplies or services, or c. Replace the supplies or services; and if the Contractor fails to furnish timely disposition instructions, the Contracting Officer may dispose of nonconforming supplies for the Contractor’s account in a reasonable manner, in which case the Authority is entitled to reimbursement from the Contractor or from the RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 27 proceeds for the reasonable expenses of case and disposition, as well as for excess costs incurred or to be incurred; and d. Obtain applicable data and reports; and charge to the Contractor the cost occasioned the Authority thereby. e. Impose Liquidated Damages in accordance the terms of this document. f. Terminate the contract. Termination of contract by RIPTA does not relieve the contractor of any liquidated damages imposed by the Authority. AA. Assignment 1. The Contractor shall not transfer the rights and obligations of the Contract to third parties without the prior written approval of the Authority's Contracting Officer. After review of facts and circumstances without exception, the assignment shall not be approved unless the surety, in writing, agrees to that assignment and accepts the assignee as the Contractor and principal on the payment and/or performance bonds. 2. If this Contract provides for payments aggregating $1,000 or more, claims for monies due or to become due the Contractor from the Authority under this Contract may be assigned to a bank, trust company, or other financing institution, including any Federal lending agency, any may thereafter by further assigned and reassigned to any institution. (Notice of such assignment shall be made to the Authority.) Any such assignment or reassignment shall cover all amounts payable under this Contract and not already paid and shall not be made to more than one party, except that any such assignment or reassignment or reassignment may be made to one party as agent or trustee for two or more parties participating in such financing. It is the Authority's intent to recognize only bona fide lending institutions, therefore, assignment to any private corporation, business or individual, which does not qualify as such, is specifically prohibited. 3. Any attempt to transfer by assignment not authorized by this article shall constitute a breach of the Contract and the Authority may for such cause terminate the right of the Contractor to proceed as provided in the DEFAULT article of these General Provisions, and the Contractor and his sureties shall be liable to the Authority for any excess costs incurred by the Authority. 4. The Rhode Island Public Transit Authority may assign some or all of its rights to purchase the items specified in this contract to one or more third parties, provided, however, that nay such assignment shall not relieve RIPTA of its obligations under this contract unless otherwise agreed to by Contractor in writing. BB. Certificates of Current Cost or Pricing Data RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 28 The Contractor shall provide a Certificate of Current Cost or Pricing Data as required in Subpart 15.804 of the Federal Acquisition Regulations (48 CFR 15.804) in support of any negotiated contract expected to exceed $100,000 any modification to a formally advertised or negotiated contract on which the aggregate of the increase and decrease in cost are expected to exceed $100,000; the Contracting Officer at his discretion may request cost or pricing data for modifications on which cost are $100,000 or less and an attendant certificate of current cost or pricing data. CC. Cargo Preference Use of United States Flag Vessels Pursuant to Pub. L 664 (56 U.S.C. 1241 (b)): "Cargo Preference-Use of United States-Flag Vessels The Contractor agrees. 1. To utilize privately owned United States-flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk cargo liners, and tankers) involved, whenever shipping any equipment, materials, or commodities pursuant to this Contract, to the extent such vessels are available at fair and reasonable rates for United States-flag commercial vessels. 2. To furnish within 20 days following the date of loading for shipments originating within the United States, or within 30 working days following the date of loading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of-lading in English for each shipment of cargo described in paragraph (1) above to the Grantee (through the prime Contractor in the care of subcontractor bills-of lading) and to the Division of National Cargo, Officer of Market Development, Maritime Administration, Washington, D.C. 20230, marked with appropriate identification of the Project. 3. To insert the substance of the provisions of this clause in all subcontracts issued pursuant to this Contract. DD. Buy America Act The Contractor agrees to comply with 49 U.S.C. §533(j), and its implementing regulations at 49 C.F.R. Part 661, any amendments thereto, and any implementing guidelines issued by FTA. “Construction materials used in projects are subject to the domestic preference requirement of the Build America, Buy America Act, Pub. L. 117- 58, div. G, tit. IX, 70911 70927 (2021), as implemented by the U.S. Office of Management and Budget, the U.S. Department of Transportation, and FTA. The Recipient acknowledges that this agreement is neither a waiver of 70914(a) nor a finding under 70914(b).” EE. Equal Opportunity RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 29 1. Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, “ Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41 CFR Parts 60 et seq., (which implements Executive Order No. 11246, “Equal Employment Opportunity,” as amended by Executive Order No. 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color religion, sex, or national origin. 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. 2. Age In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29, U.S.C. § 623 and Federal Transit Law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 3. Disabilities In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 CFR Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. The contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. FF. Nondiscrimination under Federal Grants In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. §2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. §6102, section 202 of the Americans with Disabilities Act of 1990, 42 RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 30 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it shall not discriminate against any employee or applicant for employment because of race, color,, religion, age, national origin, sexual orientation, disability, gender identity or expression or veteran status. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. GG. Rights in Data and Copyrights-FTA (June 1996) The term "subject data" used in this section means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under this contract. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to Project administration. When the Federal Transit Administration (FTA) provides financial assistance for a planning, research, development, or a demonstration project, it is FTA's general intention to increase mass transportation knowledge, rather than limit the benefits of the Project to participants in the Project. Therefore, unless FTA determines otherwise, the Contractor agrees that FTA may make available to any FTA recipient, sub-recipient, third party contractor, or third- party subcontractor, either FTA's license in the copyright to the subject data derived under this contract or a copy of the subject data as defined in subsection a. of this clause and shall be delivered as the Government may direct. Unless prohibited by state law, the Contractor agrees to indemnify, save, and hold harmless RIPTA and the Government, their officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under this Contract. The Contractor shall not be required to indemnify RIPTA and the Government for any such liability arising out of the wrongful acts of employees or agents of RIPTA and the Government. HH. Davis-Bacon Act 40 USC &167; 276a -276a-5 (1998) 29 CFR § 5 (1999) 1. Minimum wages a. All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 31 under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided that the employer's payroll records accurately set forth, the time spent in each classification in which work is performed. The wage determination and the Davis-Bacon poster (WH- 1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. b. The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination, and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: i. Except with respect to helpers as defined as 29 CFR 5.2(n)(4), the work to be performed by the classification RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 32 requested is not performed by a classification in the wage determination; and ii. The classification is utilized in the area by the construction industry; and iii. The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination; and iv. With respect to helpers as defined in 29 CFR 5.2(n) (4), such a classification prevails in the area in which the work is performed. c. If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. d. In the event the contractor, the laborers, or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. e. The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. f. Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit, which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or RHODE ISLAND PUBLIC TRANSIT AUTHORITY Request for Proposals Number 24-24 33 shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. g. If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account asset for the meeting of obligations under the plan or program. h. The contracting officer shall require that any class of laborers or mechanics which is not listed in the wage determination, and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: i. The work to be performed by the classification requested is not performed by a classification in the wage determination; and ii. The classification is utilized in the area by the construction industry; and iii. The proposed wage rate, including any bona fide fringe ...