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SECTION 1 - INTRODUCTION 1.1 OVERVIEW Fort Wayne Public Transportation Corporation (CITILINK or FWPTC) is seeking proposals from qualified firm(s) to provide vanpool services in accordance with the terms and conditions set forth in this solicitation. A five (5) year contract with two (2) one-year options is anticipated to be awarded. CITILINK reserves the right to award multiple contracts for the various elements identified in the Scope of Work. 1.2 PROCURING AGENCY AND CONTRACTING OFFICER Procuring Agency: Fort Wayne Public Transportation Corporation 801 Leesburg Rd, Fort Wayne, IN 46808 Contracting Officer: John Metzinger General Manager/CEO E-mail: [email protected] Fax: (260) 436-7729 1.3 SOLICITATION SCHEDULE The following is the solicitation schedule for this procurement. Request for Proposal Issued Friday, August 5, 2022 Questions and Requests for Clarifications Due via email: [email protected] Friday, August 12, 2022 CITILINK responds to Questions and Requests for Clarifications Friday, August 19, 2022 Proposal Due Date Friday, September 2, 2022 at 10:00 a.m. EST Evaluation Period/Vendor Interviews/Award September 2 to September 15 Anticipated Contract Award Thursday, September 15, 2022 Vanpool Operations Begin No later than Tuesday, January 3, 2023 1.4 PROPOSALS To be considered, submittals must be received by the due date and time. The receiving time in CITILINK’s lobby located at 801 Leesburg Rd, Fort Wayne, IN 46808 will be the governing time for acceptability of proposals. This solicitation does not commit CITILINK to award a contract. CITILINK reserves the right to accept or reject any or all proposals received as a result of this request. 1.5 COMMUNICATION All communication, including questions, MUST BE IN WRITING and directed to the Contracting Officer identified in Section 1.2 of this RFP. Communication may be made via email or facsimile (FAX). Proposers and their representatives must not make contact, or communicate with, any CITILINK employee, representatives, Board members or consultants other than the Contracting Officer with regard to any aspect of this RFP or offers. Communication with any CITILINK employee, representative, Board member or consultant other than the Contracting Officer may result in the offender’s proposal being rejected. 1.6 LOCATION OF DOCUMENTS AND ADDENDA Relevant documents and any updates to this RFP including addenda will be made available to all potential proposers who have contacted CITILINK for a copy of the RFP, and also posted on the Citilink web site procurement page as linked below: • https://www.fwcitilink.com/procurements.php The RFP, addenda, and any updates may also be picked up at CITILINK headquarters, 801 Leesburg Rd, Fort Wayne, IN 46808, Monday-Friday, 8:00 AM – 5:00 PM. 1.7 DISCLOSURE All information in a proposer’s offer is subject to disclosure under the provisions of the Indiana Access to Public Records Act (IC 5-14-3-1 et seq.) This act also provides for the complete disclosure of contracts and attachments thereto except as exempted by law. SECTION 2 - SCOPE OF WORK Vanpool Services 2.1 GENERAL INFORMATION Fort Wayne Public Transportation Corporation (CITILINK) was established in 1968 to provide public transportation services within the city of Fort Wayne, Indiana. CITILINK is a division of local government established separately from city and county government, although the seven-member Board of Directors is appointed by the Fort Wayne Mayor and City Council. Fort Wayne is the second largest city in the State of Indiana with population near 266,000 residents. CITILINK operates Fixed Route, Deviated Fixed Route, and ADA Complementary Paratransit service using a fleet of 65 buses. CITILINK employs 125 people including management and administrative personnel and unionized bus operators and maintenance personnel, who are members of ATU Local 682. Annual ridership was 1.6 million annual passenger trips in 2019. Ridership declined in 2020 due to the pandemic and is gradually being restored, with 1.3 million passenger trips provided in 2021. The annual operating budget for 2022 is $17.1 million. CITILINK hired a new General Manager/CEO, Mr. Metzinger, in 2021 and has revised its corporate strategy, with plans to deliver improved public transportation and better value to the community. The Board of Directors has given the agency five outcomes to achieve in the following priority order: 1) Organization Capacity, 2) Employees are Valued, 3) Customer Experience, 4) Financial Sustainability, and 5) Community Value. 2.2 SCOPE OF WORK Vanpool services are not currently provided by CITILINK, but are planned as a key element in a new workforce commute program to be branded as JobLink. This program will emphasize connecting employees to their workplaces, particularly in locations which do not have sufficient fixed-route public transportation, have relatively low rates of car ownership, and/or have interest in alternative commute options beyond single occupancy vehicles. The program also focuses on the needs of employers in the region who desire to attract and retain workforce who live in the populous Fort Wayne area. CITILINK is requesting proposals from qualified vendors to provide a “turn-key” operation and professional services for a regional vanpool program. Services to support the vanpool program include vehicle acquisition and leasing, fleet management, maintenance, driver requirements and support, invoicing and accounting, and data collection and reporting. The program is to be funded by a combination of participant fees, employer-funded support, and subsidy from CITILINK to offset vanpool costs consistent with FTA Circular 9030.1D. The following services are requested for the regional vanpool program: 1. General: a. Provide turn-key services to eligible vanpools, including all program use agreements, vehicles, vehicle maintenance and storage, facilities, materials and supplies, insurance, customer service, customer billing and collection, and related administrative functions. 2. Vehicle and Driver Requirements: a. Vendor shall provide current model year vehicles, not to exceed three (3) model years in age or 75,000 miles in usage. Vendor shall replace any vehicle when or before it reaches these limits. i. Vehicles shall be in compliance with all applicable Federal Motor Vehicle Safety Standards (FMVSS) and at a minimum include: 1. Automatic transmission 2. Power steering, power windows, and power locks 3. Front and rear air conditioning/heating 4. Driver and passenger air bags 5. All seats with functioning seat belts 6. Vehicles can be gasoline or electric. Electric vehicles are encouraged if charging at the employer’s location is available. 7. Seat a minimum of seven (7) passengers (including the driver) to a maximum of fourteen (14) passengers. b. Vendor is responsible for vehicle inspections, licensing, registration, insurance, taxes, and equipment in accordance with applicable federal, state, and local laws. c. Vendor shall employ scheduled maintenance and unscheduled repair program to ensure continued reliability and performance of vehicles used in the program. d. Vendor shall agree to deliver each van within a maximum of fourteen (14) calendar days after the Vendor registers a qualified vanpool group. The Vendor shall provide CITILINK’s Project Manager with a group manifest that includes an initial list of names and work phone numbers for passengers in the group, driver(s), and employer; the destination of the vehicle, size (capacity), year, model, and style of the vehicle and monthly cost. e. Limited personal use of the vehicle may be negotiable between the vanpool participants and the Vendor. f. CITILINK or a participating employer may notify the Vendor that, in order to carry out the services required under the agreement, it is necessary that the Vendor provide a vehicle that is compliant with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, either act as amended, and all guidelines and interpretations issued pursuant thereto, collectively the “ADA”). Upon receipt of notice that an ADA vehicle is needed for the Vanpool Services, the vendor will provide an accessible vehicle within 30 days. g. CITILINK decals are required on each van. Vendor shall be responsible for producing, installing, and removal of decals. CITILINK will provide the decal artwork in electronic format and color specifications, but the cost associated with producing and installing the decals is the responsibility of the Vendor. Decals will be affixed on both sides and the rear of the van. h. The Vendor will establish and use evaluation criteria to ensure drivers are properly licensed, have satisfactory driving and legal records, and are qualified to operate the requested and assigned vehicle. The Vendor will conduct an annual Motor Vehicle Records (MVR) check for all drivers in the vanpool program to ensure drivers continue to meet criteria. 3. Vanpool Services: a. Vendor will coordinate with CITILINK to register each potential vanpool for determination of eligibility for program subsidy. b. Vendor will receive and evaluate vanpool program application forms and participation agreements, accept or reject applications, authorize enrollment for approved applications, manage participation agreements with participating vanpools, and compile and manage a vanpool database. c. Vendor will coordinate with CITILINK to conduct outreach and marketing efforts and encourage the formation of new vanpools and increase the participation in existing vanpools. d. Vendor will provide regional ride-matching services to identify commuters who may form vanpools and identify participants to fill empty vanpool seats. e. Vendor will provide customer service by telephone and website for use by vanpool participants and prospective participants. f. Vendor will comply with all applicable state of Indiana and federal laws and regulations, including driver and vehicle licensing and registration. g. Vendor will assume all liabilities associated with the program, including providing appropriate vehicle insurance coverage. h. Vendor will submit timely and accurate data, reports, and submittals as requested by CITILINK for compilation in the NTD report. Report data is to be submitted monthly by the 15th calendar day of each month. i. Vendor will reduce the vanpool fees paid by participants and employers by an amount at least equal to the subsidy provided by CITILINK. j. Vendor may invoice CITILINK for the monthly subsidy immediately upon crediting a vanpool group’s account for the subsidy amount. k. Vendor will prepare and enter into a user agreement with the primary driver of each vanpool setting forth all costs and conditions relating to the use of the vehicle by vanpool participants. l. Vendor will maintain a current database on all vans, drivers, and passengers to include: i. Current passenger vans in operation ii. Current drivers and passengers iii. Contact information for all passengers and drivers iv. Origination and destination locations for each vanpool v. Number of riders for each vanpool vi. Number of empty/available seats for each vanpool vii. Number of commute days per month viii. Daily ridership ix. Daily hours x. Daily round trip miles xi. Mechanical system failure declarations xii. Any other data required by NTD 4. Reporting a. Vendor must report certain data to the Federal Transit Administration’s National Transit Database (NTD) to qualify for FTA funding. The selected vendor must ensure that all data collected and all data reports provided to CITILINK are accurate and sufficient to satisfy the reporting monthly and annual requirements of the NTD. b. The vendor will collect, report to CITILINK, and maintain the following information about participating vanpools: financial, operating, safety and security, and any other information required by FTA. c. Vendor will assist CITILINK staff as needed in addressing questions and issues by the NTD analysts on vanpool-related NTD reports. The vendor will also cooperate with any parties conducting audits of the vanpool program, NTD reports, data collection procedures. d. An example of the data collection and quality assurance capabilities of the vendor should be included in the proposal package. 5. Access to Records a. Vendor will provide to CITILINK, NTD, and auditors access to accounting records, payroll documents, and all operating and capital costs related to the provision of CITILINK’s vanpool program for the purposes of examining, auditing, and inspecting all accounting books, records, work data, documents, and activities related thereto. b. Vendor shall maintain such books, records, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during performance of the agreement and for a period of five (5) years from the date of final payment by CITILINK. c. Vendor will abide by and certify compliance with the annual Certifications and Assurances of the Federal Transit Administration applicable to the vendor’s performance of its obligations. 6. Emergency Assistance and Guaranteed Ride Home Program a. Vendor will provide roadside assistance at all times the vanpool service would be in operation. This should include repair of flat tires, gas delivery, battery jumps, and lockout service. b. Vendor will provide a Guaranteed Ride Home Program. The proposal will indicate how the program will operate and identify the taxi service(s) who will operate it. The number of rides home per year may be negotiated individually with each employer participating in the program, along with conditions for use, tracking of use, and the cost to the employer and the participant. Indicate in the proposal the amount of CITILINK subsidy, if any, that will be required for each ride, along with an estimate of the total monthly cost to CITILINK for this program. 7. CITILINK Vanpool Program Subsidy a. CITILINK will provide a base subsidy for each eligible vanpool, which may use federal, state, and local sources of funding. b. All subsidized vanpools must have an origin OR destination within CITILINK’s Operational Boundary. As an additional option, subsidized vanpools may travel outside of the boundary into the eleven-county region that makes up Northeast Indiana, including Adams, Allen, DeKalb, Huntington, LaGrange, Kosciusko, Noble, Steuben, Wells, Wabash, and Whitley counties, however all vanpools must either originate in or have destinations within CITILINK’s boundary (per Indiana law, the regional option will require approval by Fort Wayne City Council for Citilink to provide service outside its operational boundary). c. CITILINK reserves the right to withhold or deny payment of subsidies in the event that the vendor fails to meet one or more of its obligations as required herein. 8. Costs a. CITILINK will evaluate proposal costs based upon the monthly subsidy rate per vehicle. Proposed program costs are encouraged to be realistic, competitive, and conscious that the program is dedicated to closing the accessibility and mobility gap that exists between regional employers and employees, particularly those of low-to-moderate income levels. Costs should be determined per vanpool group, taking into consideration the number of individuals in the group, vehicle type, fuel cost, average monthly mileage, and other relevant factors. CITILINK reserves the right to negotiate submitted costs with the selected vendor. 9. Qualifications a. Proposers must provide information that demonstrates they are qualified to manage the vanpool program. This includes specific background information on key individuals who are anticipated to be assigned the project, including identifying a Project Manager, the location of the office where the majority of the work is to be performed, related experiences managing similar programs, and at least three references. CITILINK is especially interested in diversity and inclusion efforts the proposer is making or willing to make. b. Proposers must describe experiences with federal program reporting using the NTD system. SECTION 3 – GENERAL TERMS AND CONDITIONS 3.1 PAYMENT TERMS The Contractor will only be compensated for services delivered and accepted by CITILINK. One hundred percent (100%) of each invoice will be paid to the Contractor within forty-five (45) days of acceptance, after appropriate invoices have been submitted and approved. CITILINK will strive to meet the payment deadlines of a prompt payment discount whenever such a discount is offered. 3.2 INSURANCE REQUIREMENTS The successful Proposer will have thirty (30) calendar days from the date of the contract award to submit proof of insurance. A. The Contractor shall purchase and maintain, throughout the term of the Contract, insurance from an insurance company authorized to do business in the State of Indiana that will protect contractors, subcontractors, and the owner from all liability claims under the contract. The insurance must state Fort Wayne Public Transportation Corporation as additionally insured. The amount of insurance shall not be less than the following: 1. Workers’ Compensation, disability benefit and other similar employee benefit acts in the amount required under State of Indiana law. A nonresident Contractor shall have insurance for benefits payable under Indiana’s Workers’ Compensation law for any employee resident of and hired in Indiana. The Contractor shall maintain coverage for employees of other states as mandated. 2. Comprehensive General Liability: $1,000,000 Bodily injury and property damage combined single limit including personal injury and completed operations. 3. Automobile Insurance for Vehicles: $100,000 per occurrence Bodily injury liability, property damage, uninsured motorist bodily injury B. The Contractor may not start work until evidence of all required insurance has been submitted and approved by CITILINK. The Contractor must cease work if any of the required insurance is canceled or expires. One copy of the certificate of insurance shall be submitted to and approved by CITILINK prior to the execution of Contract. C. All policies providing contractor’s insurance shall be endorsed to provide thirty (30) days written notice of cancellation or non-renewal to CITILINK. D. The limits of liability may be provided by a single policy of insurance or by a combination of primary, excess or umbrella policies. But in no event shall the total limits of liability available for any one occurrence or accident be less than the amount required. E. All policies of insurance presented, as proof of compliance shall be on forms and with insurance companies approved by CITILINK. All such insurance policies shall be provided by insurance companies having Best’s ratings of B+ or greater and VI or greater (B+/VI) as shown in the most current issue of Best’s Key Rating Guide. Policies of insurance insured by insurance companies not rated by Best’s or having Best’s ratings lower than B+/VI will not be accepted as complying with the insurance requirements of the contract unless such insurance companies were approved in writing prior to award of the contract. 3.5 PROHIBITION OF DISCRIMINATION IN STATE CONTRACTS In accordance with I.C. 22-9-1-1, et seq., The contractor hereby agrees not to discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or as a matter directly or indirectly related to employment, because of race, color, religion, national origin, age, sex, height, weight, or marital status. Further, the contractor hereby agrees not to discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related to employment, because of a disability that is unrelated to the individual’s ability to perform the duties of a particular job or position. A breach of the above covenants shall be regarded as a material breach of this contract. The contractor will take affirmative action to ensure that applicants for employment and employees are treated without regard to their race, color, religion, national origin, age, sex, height, weight, marital status or a disability that is unrelated to the individual’s ability to perform the duties of a particular job or position. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, national origin, age, sex, height, weight, marital status, or disability that is unrelated to the individual’s ability to perform the duties of a particular job or position. The contractor or their collective bargaining representative will send to each labor union or representative of workers with which they have a collective bargaining agreement or other contract or understanding, a notice advising the said labor union or workers’ representative of the contractor’s commitments. The contractor will comply with all relevant published rules, regulations, directives, and orders of the Indiana Civil Rights Commission, which may be in effect prior to the taking of proposals for any individual state project. The contractor will furnish and file compliance reports within such time an upon such forms as provided by the Indiana Civil Rights Commission, said forms may also elicit information as the practices, program, and employment statistics of each subcontractor as well as the contractor themselves, and said contractor will permit access to their books, records, and accounts by the Indiana Civil Rights Commission and/or its agent, for purposes of investigation to ascertain compliance with this contract and relevant with rules, regulations, and orders of the Indiana Civil Rights Commission. In the event that the Civil Rights Commission finds, after a hearing held pursuant to its rules, that a contractor has not complied with the contractual obligations under this agreement, the Civil Rights Commission may, as part of its order based upon such findings, certify said findings to the Administrative Board of the State of Indiana, which Administrative Board may order the cancellation of the contract found to have been violated and/or declare the contractor ineligible for future contracts with the state and its political and civil subdivisions, departments, and officers, and including the governing boards of institutions of higher education, until the contractor complies with said order of the Civil Rights Commission. Notice of said declaration of future ineligibility may be given to any or all of the persons with whom the contractor is declared ineligible to contract as a contracting party in future contracts. In any case before the Civil Rights Commission in which cancellation of an existing contract is a possibility, the contracting agency shall be notified of such possible remedy and shall be given the option by the Civil Rights Commission to participate in such proceedings. The contractor will include, or incorporate by reference, the provisions of the foregoing paragraphs in every subcontract or purchase order unless exempted by the rules, regulations or orders of the Indiana Civil Rights Commission, and will provide in every subcontract or purchase order that said provisions will be binding upon each subcontractor or seller. 3.6 PUBLIC DISCLOSURE OF PROPOSALS AND MATERIALS A. Access to government records, including those held by CITILINK, is governed by the State of Indiana. B. Proposals, documents and material pertaining to this RFP become the property of CITILINK and shall be open to public inspection. C. Proposers are advised that any Proposals, documents and material they submit to CITILINK in response to this RFP or in pursuit of a government-funded contract are open to public inspection. This includes, but is not limited to, Proposals, documents and material that the Proposer may deem to be confidential or proprietary in nature. D. Under the State of Indiana Freedom of Information Act (FOIA), CITILINK is obligated to provide access to, or copies of, material it has in its possession when another party makes a FOIA request. CITILINK is not allowed to withhold or redact material that the Proposer may find sensitive even if the Proposer identifies the material as confidential, propriety, trade secret, etc. E. Proposers should assume that any material they submit to CITILINK will be shared with the public. F. CITILINK will not notify Proposers or Contractors when a FOIA request is made for information it provided to CITILINK. G. In the event that CITILINK needs to view confidential or proprietary information such as, but not limited to, financial statements, schematics, designs, etc., CITILINK will view the material in person. In such cases, the Proposer may be required to bring the material to CITILINK’s offices for viewing. At other times, CITILINK staff may view the material in the Proposer’s place of business or at another site. H. It is the Proposer’s responsibility to provide as complete a Proposal as possible so that CITILINK may properly evaluate the Proposer for selection of award. Proposers are invited to indicate in their Proposal or other documents that material pertinent to the Proposer’s ability or capacity is available for viewing. However, Proposals that, in CITILINK’s sole opinion, are too heavily dependent on viewing material and provide little written material on which CITILINK may evaluate the Proposer, may receive lower evaluation scores and the Proposer will not be considered further. I. CITILINK is under no obligation to meet with or view material from Proposers whose Proposals do not fall within a competitive range after evaluation. H. Required Certifications must be completed and submitted with Technical Proposal. 3.7 INDEMNIFICATION 1 The Contractor shall, to the extent permitted by law (1) protect, indemnify and save CITILINK and its officers, employees and agents, including consultants, harmless from and against any and all liabilities, damages, claims, demands, liens, encumbrances, judgments, awards, losses, costs, expenses, and suits or actions or proceedings, including reasonable expenses, costs and attorneys’ fees incurred by CITILINK and its officers, employees and agents, including consultants, in the defense, settlement or satisfaction thereof, for any injury, death, loss or damage to persons or property of any kind whatsoever, arising out of, or resulting from, the negligent acts, errors or omissions of the Contractor, including negligent acts, errors or omissions of its officers, employees, servants, agents, subcontractors and suppliers; (2) upon receipt of notice and if given authority, shall settle at its own expense or undertake at its own expense the defense of any such suit, action or proceeding, including appeals, against CITILINK and its officers, employees and agents, including consultants, relating to such injury, death, loss or damage. Each party shall promptly notify the other in writing of the notice or assertion of any claim, demand, lien, encumbrance, judgment, award, suit, action or other proceeding hereunder. The Contractor shall have sole charge and direction of the defense of such suit, action or proceeding. CITILINK shall at the request of the Contractor furnish to the Contractor all reasonable assistance that may be necessary for the purpose of defending such suit, action or proceeding, and shall be repaid all reasonable costs incurred in doing so. CITILINK shall have the right to be represented therein by advisory counsel of its own selection at its own expense. 2 The obligations of the Contractor shall not extend to circumstances where the injury, or death, or damages is caused solely by the negligent acts, errors or omissions of CITILINK, its officers, employees, agents or consultants, including negligence in (1) the preparation of the Contract documents, or (2) the giving of directions with respect to the requirements of the Contract by written order. The obligations of the Contractor shall not extend to circumstances where the injury, or death, or damages is caused, in whole or in part, by the negligence of any third part operator, not including an assignee or subcontractor of the Contractor, subject to the right of contribution as provided in the next sentence below In case of joint or concurrent negligence of the parties hereto giving rise to a claim or loss against either one or both, each shall have full rights of contribution from the other. 3 Nothing in this Contract shall be construed to waive CITILINK’s immunities or liability limits provided under applicable state or federal law. 3.8 TERMINATION FOR CONVENIENCE CITILINK, by written notice, may terminate this contract, in whole or in part, when it is in the Government’s interest. If this contract is terminated, CITILINK shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. 3.9 TERMINATION FOR DEFAULT 1 If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, CITILINK may terminate this contract for default. CITILINK shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. 2 If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for convenience of CITILINK. 3.10 PUBLICITY All publicity releases or releases of reports, papers, articles, maps or other documents in any way concerning this Contract, which the Contractor or any of its subcontractors desire to make for purposes of public announcement, in whole or in part, shall be subject to approval by the Authority’s Marketing and Development Manager, prior to release. 3.11 CONFLICT OF INTEREST 1. The Contractor, by entering into the Contract with CITILINK, has thereby covenanted that it has no direct or indirect pecuniary or proprietary interest, and that it shall not acquire any interest, which conflicts in any manner or degree with the work, services, or materials required to be performed or provided under the Contract and that it shall not employ any person or agent having such interests. In the event that the Contractor or its agents, employees, or representatives hereafter acquires such a conflict of interest, it shall immediately disclose such interest to CITILINK and take action immediately to eliminate the conflict or to withdraw from this Contract, as CITILINK may require. 2. The Contractor also certifies that to the best of its knowledge, no CITILINK Board Member or employee, or employee or officer of any agency interested in the Contract has a pecuniary interest in the business of the Contractor or with the Contract and that no person associated with the Contractor has nay interest that would conflict in any manner or degree with the performance of the Contract. 3. The Contractor, by entering into a Contract with CITILINK further covenants: 1) that no person or selling agency except bona fide employees or designated agents or representatives of the Contractor has been employed or retained to solicit or secure this Contract with an agreement or understanding that a commission, percentage, brokerage, or contingent fee would be paid; and 2) that no gratuities were offered or given by the Contractor or any of its agents, employees or representatives, to any official, member, or employee of CITILINK or other governmental agency with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending, or the making of any determination with respect to the performance of this service. 3.12 COMPLETE AGREEMENT The Contract resulting from this Solicitation, including exhibits and other documents incorporated in the Contract or made applicable by reference, constitutes the complete and exclusive statement of the terms and conditions of the Contract between the Contractor and CITILINK. The Contract supersedes all prior representations, understandings, and communications. The validity in whole or in part of any term or condition or the Contract shall not affect the validity of other terms or conditions. CITILINK’s failure to insist in any one or more instances upon the Contractor’s performance of any term or condition of the Contract shall not be construed as a waiver or relinquishment of CITILINK’s right to such performance, or to future performance, of such term or condition by the Contractor, and Contractor’s obligation for performance of that term or condition shall continue in full force and effect. 3.13 DISPUTES 1. Disputes arising in the performance of this Contract, which are not resolved by agreement of the parties, shall be decided in writing by the authorized representative of CITILINK’s General Manager. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the General Manager. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the General Manager shall be binding upon the Contractor and the Contractor shall abide by the decision. 2. Unless otherwise directed by CITILINK, Contractor shall continue performance under this Contract while matters in dispute are being resolved. 3. Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of its employees, agents or others for whose acts they are legally liable, a claim for damages therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. 4. Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the CITILINK and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State of Indiana. 5. The duties and obligations imposed by the Contract Documents and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the CITILINK, or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or consent in any breach hereunder, except as may be specifically agreed in writing. SECTION 4 – PROPOSAL REQUIREMENTS 4.1 TECHNICAL PROPOSAL FORMAT AT CONTENT (REQUIREMENTS FOR RFP RESPONSE) A. Offers should not include any unnecessarily elaborate or promotional material. Proposals shall be submitted in a sealed envelope addressed to: RFP 2022-5, John Metzinger, Fort Wayne Public Transportation Corporation, 801 Leesburg Rd, Fort Wayne, IN 46808. Pricing, (only one (1) original is required) must be submitted in a separately sealed envelope. Sealed proposals, 1 original and three (3) copies (technical proposal) and 1 copy of price proposal must be received by CITILINK no later than Friday, September 2, 2022 at 10:00 a.m. ET. No proposals will be received after this date and time. If a proposal is delivered after the due date and time, CITILINK will return the proposal unopened. All submittals are mandatory and considered part of the evaluation process. Failure to comply with this requirement may result in disqualification. B. Submit a brief narrative description of the firm. The narrative should contain, but not be limited to the following: a. A list of all services performed by the firm. b. A discussion of the firm’s experience in providing vanpools. c. Highlight relevant experience of key team members and provide the resume of the project manager who will be assigned to this contract and the project management organizational structure. Also provide resumes of the team members who will work directly with CITILINK staff on any aspect of the project. d. A list of major client accounts. e. Supply three references within the last five years, from previous or current clients, with a similar scope of service as CITILINK. Include the clients name, address, contact person, and telephone number, and the type of services performed. f. Provide a narrative on the firm’s understanding of CITILINK’s scope of services, and the agency’s proposed approach to fulfilling the requirements. This section shall include specific tasks on how the scope of work will be accomplished. g. State any exceptions, to or deviations from, the requirements of the RFP, segregating "technical" exceptions from "contractual" exceptions. Where Offeror wishes to propose alternative approaches to meeting CITILINK's technical or contractual requirements, these should be thoroughly explained. C. Cost Proposal 1. Pricing must be submitted in a separately sealed envelope. Provide costs for two options for years 1-5: a. For service only within Citilink’s operational boundary. b. For service inside and outside the boundary within the counties listed in the scope of work. 2. All prices expressed by the vendor in its offer must be firm, expressed in U.S. dollars, defined as to be clearly understandable and without ambiguity as to the meaning. 4.2 PROPOSER COMMUNICATIONS AND REQUEST A. All correspondence and/or contact concerning any aspect of this solicitation or offers shall be with the Contracting Officer. Proposers and their representatives shall not make any contact with or communicate with any members of CITILINK, or its employees and consultants, other than the Contracting Officer concerning any aspect of this solicitation or offers. Proposers may be disqualified if any unsolicited contact related to this solicitation is made with an employee or representative of CITILINK other than the Contracting Officer. B. At any time during this procurement up to the time specified, Proposers may request in writing, a clarification or interpretation of any aspect, or a change to any requirement of the RFP or any addenda to the RFP. Requests may include suggested substitutes for specified items and for any brand names. Such written requests shall be made to the Contracting Officer. The Proposer making the request shall be responsible for its proper delivery to CITILINK. CITILINK will not respond to oral requests. Any request for a change to any requirement of the contract documents must be fully supported with technical data, test results, or other pertinent information evidencing that the exception will result in a condition equal to or better than that required by the RFP, without substantial increase in cost or time requirements. Any responses to such written requests shall be provided by CITILINK in the form of addenda only. Only written responses provided as addenda shall be official and no other forms of communication with any officer, employee or agent of CITILINK shall be binding on CITILINK. C. The Proposer's Request for Clarifications must be received by Friday, August 12, 2022, end of business day. D. If it should appear to a prospective Proposer that the Scope of Services is not sufficiently described or explained in the RFP or Contract documents, or that any conflict or discrepancy exists between different parts thereof or with any federal, state, local law, ordinance, rule, regulation, or other standard or requirement, the Proposer shall submit a written request for clarification to CITILINK within the time period specified. 4.3 ADDENDA TO THE RFP A. CITILINK reserves the right to amend the RFP at any time. Any amendments to or interpretations of the RFP shall be described in written addenda. CITILINK shall provide copies of addenda to all prospective Proposers officially known to have received the RFP. Prospective Proposers, or their agents, shall be responsible to collect the addendum at the address provided or receive the same otherwise. Failure of any prospective Proposer to receive the notification or addendum shall not relieve the Proposer from any obligation under its proposal as submitted or under the RFP, as clarified, interpreted or modified. All addenda issued shall become part of the RFP. Proposers shall acknowledge the receipt of each individual addendum and all prior addenda in their proposals. Failure to acknowledge in their proposals receipt of addenda may, at CITILINK's sole option disqualify the proposal. Proposers must notify CITILINK promptly in writing of any address changes. B. If CITILINK determines that the addenda may require significant changes in the preparation of proposals, the deadline for submitting the proposals may be postponed by the number of days that CITILINK determines will allow Proposers sufficient time to revise their proposals. Any new due date shall be included in the addenda. 4.4 CONDITIONS, EXCEPTIONS, RESERVATIONS OR UNDERSTANDING A. Proposals stating conditions, exceptions, reservations or understandings (hereinafter deviations) relating to the RFP may be rejected. B. Any and all deviations must be explicitly, fully and separately stated in the proposal by setting forth at a minimum the specific reasons for each deviation so that it can be fully considered and evaluated by CITILINK. All deviations not found to be unacceptable shall be evaluated in accordance with the appropriate evaluation criteria and procedures, but may result in the Proposer receiving a less favorable evaluation than without the deviation. 4.5 AUTHORIZED SIGNATURES Every proposal must be signed by the person or persons legally authorized to bind the Proposer to a contract for the execution of the work and services. Upon request of CITILINK, any agent submitting a Proposal on behalf of a Proposer shall provide a current power of attorney certifying the agent's authority to bind the Proposer. If an individual makes the Proposal, their name, signature, and address must be shown. If a firm or partnership makes the proposal, the name and address of the firm or partnership and the signature of at least one of the general partners must be shown. If a corporation makes the proposal, the proposal shall show the name of the state under the laws of which the corporation is chartered, the name and address of the corporation and the title of the person signing on behalf of the corporation. Upon request of CITILINK, the corporation shall provide a certified copy of the bylaws or resolution of the board of directors showing the authority of the officer signing the proposal to execute contracts on behalf of the corporation. 4.6 MODIFICATION OR WITHDRAWAL OF PROPOSALS A. A modification of any part of a proposal already received will be accepted by CITILINK only if the modification is received prior to the Proposal Due Date. B. A Proposer may withdraw the entire proposal already received prior to the Proposal Due Date by submitting a written request for withdrawal executed by the Proposer's authorized representative. After the proposed Due Date, a proposal may be withdrawn only if CITILINK fails to award the Contract within the proposal validity period or any agreed upon extension thereof. The withdrawal of a proposal does not prejudice the right of a Proposer to submit another proposal within the time set for receipt of proposals. C. This provision for modification and withdrawal of proposals may not be utilized by a Proposer as a means to submit a late proposal and, as such, will not alter CITILINK's right to reject a late proposal. 4.7 PROPOSAL EVALUATION, NEGOTIATION AND SELECTION A. General Information 1. Proposals will be evaluated, negotiated, selected and any award made in accordance with the criteria and procedures described in this section. Subject to CITILINK's right to reject any or all proposals, the Proposer will be selected whose proposal is found to be most advantageous to CITILINK, based upon consideration of the criteria. During the initial review of proposals, CITILINK reserves the right to request clarification of minor issues from any Proposer to assure a complete understanding of their offer and to adjust any evaluations made with incorrect or unclear information. 2. CITILINK will consider all the material submitted by the Proposer and related evidence CITILINK may obtain to determine whether the Proposer is capable of and has a history of successfully completing contracts of the type solicited. A clear and complete response to the solicitation is critical so that the evaluation team may adequately understand all aspects of the proposal. 3. Proposers shall furnish acceptable evidence of their ability to perform, such as financial stability and the ability to obtain the necessary personnel when requested by CITILINK. Refusal to provide requested information may cause the proposal to be rejected. 4. The evaluation team will make such investigations as are considered necessary for complete evaluation. The evaluation panel will employ those evaluation criteria set forth in this solicitation or in addenda that may be issued. The evaluation criteria shall be deemed to include any unstated sub criterion that logically might be included within the scope of the stated criterion. 5. CITILINK reserves the right to select proposals that are in a competitive range, conduct discussions, and request Best and Final Offers. CITILINK also reserves the right to make an award without discussions or requesting Best and Final Offers. B. Opening of Proposals Proposals will not be publicly opened. All proposals and evaluations will be kept strictly confidential, as allowed by law, throughout the evaluation, negotiation and selection process. Only the members of the evaluation team and other CITILINK officials, employees and agents that have a legitimate interest will be provided access to the proposals and evaluation results during this period. C. Evaluation Criteria The following factors will be used as a guideline to evaluate the proposal: 1. Project Approach 2. Qualifications, Related Experience, Personnel and References 3. Cost Proposal 4. Conformance to Requirements and Specifications D. Evaluation Procedures 1. Proposers may be invited to interview with the Evaluation Team. The Evaluation Team reserves the right to interview the Proposer(s) it selects. The Evaluation Team has no obligation to interview any or all Proposer(s). 2. Evaluations will be made in strict accordance with all of the evaluation criteria and procedures. CITILINK will select for any award the highest ranked proposal from a responsible, qualified Proposer, which does not render this procurement financially infeasible, and is judged to be most advantageous to CITILINK based on consideration of the Evaluation Criteria. E. Confidentiality of Proposals 1. Access to government records is governed by the State of Indiana. Except as otherwise required by the State of Indiana, CITILINK will exempt from disclosure proprietary information, trade secrets and confidential commercial and financial information submitted in the proposal. Any such proprietary information, trade secrets or confidential commercial information, which a Proposer believes should be exempted from disclosure, shall be specifically identified and marked as such. Blanket-type identification by designating whole pages or sections as containing proprietary information, trade secrets or confidential commercial and financial information will not assure confidentiality. The specific proprietary information, trade secrets or confidential commercial and financial information must be clearly identified as such. 2. The Proposer shall submit proprietary information, trade secrets or confidential commercial and financial information, which a Proposer believes should be exempted from disclosure, in a separate volume specifically identified and marked as such as an appendix to the proposal. 3. Upon a request for records from a third party regarding this proposal CITILINK will notify in writing the party involved. The party involved shall indemnify CITILINK's defense costs associated with its refusal to produce such identified information; otherwise, the requested information may be released. 4. CITILINK shall employ sound business practices no less diligent than those used for CITILINK's own confidential information to protect the confidence of all licensed technology, software, documentation, drawings, schematics, manuals, data and other information and material provided by Proposer and the Contractor pursuant to the Contract which contain confidential commercial or financial information, trade secrets or proprietary information as defined in or pursuant to the State of Indiana against disclosure of such information and material to third parties except as permitted by the Contract. The Contractor shall be responsible for ensuring that confidential commercial or financial information, trade secrets or proprietary information, with such determinations to be made by CITILINK in its sole discretion, bears appropriate notice relating to its confidential character. 4.8 RESPONSE TO PROPOSALS A. Notice of Award The contract shall be deemed to include all provisions of this RFP, and all provisions required in public contracts by local, state and federal law. B. Notice to Unsuccessful Proposers 1. CITILINK will inform unsuccessful Proposers who were within the competitive range at the time negotiations closed of the following information: a. The number of proposals CITILINK received. b. The name of the successful Proposer. 2. CITILINK will try to give the notice under this paragraph promptly after contract award. CITILINK's failure to give that notice shall not be deemed to affect the validity of the contract. C. Acceptance/Rejection of Proposals 1. CITILINK reserves the right to reject any or all proposals for sound business reasons, to undertake discussions with one or more Proposers, and to accept that proposal or modified proposal which, in its judgment, will be most advantageous to CITILINK, price and other evaluation criteria considered. CITILINK reserves the right to consider any specific proposal that is conditional or not prepared in accordance with the instructions and requirements of this RFP to be noncompetitive. CITILINK reserves the right to waive any defects, or minor informalities or irregularities in any proposal that do not materially affect the proposal or prejudice other Proposers. 2. If there is any evidence indicating that two or more Proposers are in collusion to restrict competition or otherwise engaged in anti-competitive practices, the proposals of all such Proposers shall be rejected and such evidence may be a cause for disqualification of the participants in any future solicitations undertaken by CITILINK. 3. CITILINK may reject a proposal that includes unacceptable deviations. D. Single Proposal Response If only one proposal is received and it is found by CITILINK to be acceptable, a detailed price/cost proposal may be requested of the single Proposer. A price or cost analysis, or both, possibly including an audit, may be performed by or for CITILINK of the detailed price/cost proposal in order to determine if the price is fair and reasonable. The Proposer has agreed to such analysis by submitting a proposal in response to this RFP. It should be recognized that a price analysis through comparison to other similar procurements must be based on an established or competitive price of the elements used in the comparison. The comparison must be made to a purchase of similar quantity, involving similar specifications and in a similar period. Where a difference exists, a detailed analysis must be made of this difference and costs attached thereto. Where it is impossible to obtain a valid price analysis, it may be necessary to conduct a cost analysis of the proposed price. A cost analysis is a more detailed evaluation of the cost elements in the Proposer's Offer. It is conducted to form an opinion as to the degree to which the proposed costs represent what the Proposer's performance should cost. A cost analysis is generally conducted to determine whether the Proposer is applying sound management in proposing the application of resources to the contracted effort and whether costs are allowable, allocable, and reasonable. Any such analyses and the results there from shall not obligate CITILINK to accept such a single proposal; and CITILINK may reject such proposal at its sole discretion. E. Cancellation of Procurement CITILINK reserves the right to cancel the procurement, for sound business reasons, at any time before the Contract is fully approved and executed on behalf of CITILINK. CITILINK will not pay Proposers any costs incurred in the preparation of a proposal responding to this RFP. 4.9 PROTEST PROCEDURES a. General Procedures A. Any Proposer or Contractor whose direct economic interest would be affected by the award of the Contract or the failure to award the Contract may file a protest, claim or dispute with CITILINK pursuant to these protest procedures prior to filing any protest, claim or dispute with the FTA. B. Protests, claims or disputes, where applicable, shall be in writing and filed with CITILINK directed to the General Manager, 801 Leesburg Rd, Fort Wayne, IN 46808. Failure to comply with any of the requirements may result in rejection of the protest. b. Protest Before Proposal Opening A. Protests shall be submitted in writing prior to the opening of proposals, unless the aggrieved person did not know and could not have known of the facts giving rise to such protest prior to the opening. In that case, the protest shall be submitted within five (5) calendar days after such aggrieved person knows or should have known of the facts giving rise to the protest. The protest shall clearly identify: 1. The name, address, and telephone number of the protester 2. The grounds for the protest, any and all documentation to support the protest and the relief sought 3. Steps that have been taken to date in an attempt to correct the alleged problem or concern. c. Protest After Award A. Any individual or entity may file a protest with CITILINK alleging a violation of applicable federal, state law and/or CITILINK policy or procedure relative to seeking, evaluating and/or intent to award a procurement Contract. In addition, any individual or entity may file a protest with CITILINK alleging that CITILINK has failed to follow its Procurement Protest Procedures. Such protest must be filed no later than five (5) calendar days from the notice of intent to award or non-award of the procurement Contract. B. Any protests, disputes, or claims with respect to the award of a Contract through solicitation of proposals shall be submitted in writing within five (5) days of notification of such award to the General Manager for a decision. All claims shall clearly identify: 1. The name, address, and telephone number of the protester 2. The grounds for the protest, any and all documentation to support the protest and the relief sought 3. Steps that have been taken to date in an attempt to correct the alleged problem or concern. A written decision by the CITILINK General Manager stating the grounds for allowing or denying the protest will be mailed to the protestor prior to execution of the Contract. Such decision shall be final unless the Board of Directors accepts an appeal of the General Manager’s decision. C. FTA Protest Procedures FTA will only review protests regarding the alleged failure of CITILINK to have written protest procedures, or the alleged failure to follow such procedures. An alleged violation on other grounds falls under the jurisdiction of the appropriate State or local administrative or judicial authorities. Alleged violations of a specific Federal requirement that provides an applicable complaint procedure shall be submitted and processed in accordance with the Federal regulation. FTA will only review protest submitted by an interested party as defined in FTA 4220.1F. FTA’s decision on any appeal will be final. 4.10 PROPOSAL AS A CONTRACT Each proposal will be submitted with the understanding that acceptance in writing by CITILINK of the offer to furnish the products or services described shall bind the Proposer to furnish and deliver at the proposed price and in accordance with the specifications, terms and conditions, and other requirements detailed in the RFP or subsequent addendum. 4.11 WAIVER The Proposer shall represent and warrant that they have sufficiently informed themselves in all matters affecting the performance of the work called for in the scope of this project; that they have checked the proposal for errors and omissions; that the prices stated in the proposal are correct and as intended by them and is a complete and correct statement of the prices for performing the work required. 4.12 CONTRACT AWARD AND EXECUTION The acceptance of an Offer for award, if made, shall be evidenced by a notice of award of Contract in writing delivered in person or by registered mail to the Offeror whose Offer is accepted. No other act by CITILINK shall evidence acceptance of an Offer. Such notice shall obligate said Offeror to commence performance under the Contract as specified in Production of Documents. 4.13 CONTRACT DOCUMENTS AND PRECEDENCE The documents embodying the legally binding obligations between CITILINK and the Contractor for the work to be performed under the Contract consist of the documents listed below. The Contract documents constituting the Contract between CITILINK and the Contractor are intended to be complementary so that what is required by any one of them shall be as binding as if called for by all of them. In the event of any conflicting provisions or requirements within the several parts of the Contract Documents, they shall take precedence in the following order: A. The Contract, together with any written change orders or amendments executed subsequent to the Contract, attached exhibits which are part of the Contract as well as documents incorporated in the Contract by reference. B. CITILINK’s Specifications and all Terms and Conditions incorporated in the Contract by reference. C. The Contractor’s Proposal, as accepted by CITILINK. D. CITILINK’s Solicitation Package E. In CITILINK’S discretion, an agreement covering terms appropriate for a Contract of this nature not covered in this Request for Proposal and the Contractor’s Proposal. 4.14 CONTRACTOR CHANGES Any proposed change in this Contract shall be submitted to CITILINK for its prior approval. 4.15 WRITTEN CHANGE ORDERS Oral change orders are not permitted. No change in this Contract shall be made unless the Contracting Officer gives prior written approval therefore. The Contractor shall be liable for all costs resulting from, and/or for satisfactorily correcting, any specification change not properly ordered by written modification to the Contract and signed by the Contracting Officer. 4.16 CHANGE ORDER PROCEDURE As soon as reasonably possible but no later than thirty (30) calendar days after receipt of the written change order to modify the contract, the Contractor shall submit to the Contracting Officer a detailed price and schedule proposal for the work to be performed. This proposal shall be accepted or modified by negotiations between the Contractor and the Contracting Officer. At the time a detailed modification shall be executed in writing by both parties. Disagreements that cannot be resolved within negotiations shall be resolved in accordance with the contract disputes clause. 4.17 PRICE ADJUSTMENT FOR REGULATORY CHANGES If price adjustment is indicated, either upward or downward, it shall be negotiated between CITILINK and the Contractor for changes that are mandatory as a result of legislation or regulations that are promulgated and become effective after the Due Date. Such price adjustment may be audited, where required. 4.18 PARTIES The parties to the contract are the Procuring Agency and the Offeror as set out in the accepted Offer. 4.19 SUCCESSION The Contract will be binding on the parties, their successors, and assigns. 4.20 SPECIFICATIONS AND OFFER OMISSIONS 1 The Contractor shall have the responsibility of providing all services required to meet the requirements of the Scope of Services. 2 Any request, condition, exception, reservation, understanding or other deviation by Contractor not separately stated as required by Instructions to Offerors by completing the specified form(s) shall be invalid and shall not be binding on CITILINK. 4.21 COMMUNICATIONS Communications in connection with this Contract shall be in writing and shall be delivered personally; electronic mail, or by facsimile; or by regular, registered, or certified mail addressed to the officer(s) or employee(s) of CITILINK and of the Contractor designated to receive such communications. Telephone calls may be used to expedite communications but shall not be official communication unless confirmed in writing. Communications shall be considered received at the time actually received by the addressee or designated agent. SECTION 5 – FEDERAL TERMS AND CONDITIONS This contract is federally-assisted, and as such, the following federal terms and conditions apply. 5.1 NO OBLIGATION BY THE FEDERAL GOVERNMENT CITILINK 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 CITILINK, Contractor, or any other party (whether or not a part to that Contract) pertaining to any matter resulting from the underlying Contract. 5.2 PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTIONS 1 The Contractor acknowledges that the provision of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies”, 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Accordingly, by signing the underlying Contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying Contract or the FTA assisted project for which this Contract work is being performed. In addition to other penalties that may be applicable, the Contractor also 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 awarded by FTA under the authority of 49 U.S.C. § 5301, et seq., the Government reserves the right to impose the penalties of 18 U.S.C. §5301, et seq. on the Contractor, to the extent of the Federal Government deems appropriate. 5.3 ACCESS TO RECORDS The Contractor agrees to provide the Comptroller General of the United States, the U.S. Secretary of Transportation, the FTA or their duly authorized representatives’ access to all records pertaining to this contract as requested to conduct audits and inspections. This requirement is applicable to all subcontractors at any tier as needed for compliance with Federal regulations. The Contractor agrees to maintain all books, records, accounts and reports required under this Contract for a period of not less than three (3) years after the date of termination or completion of this Contract. 5.4 CHANGES IN FEDERAL LAWS AND REGULATIONS Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the agreement between CITILINK and FTA that funds any part of this Contract, as they may be amended or promulgated from time to time during the term of this Contract. Contractor’s failure to so comply shall constitute a material breach of this Contract. 5.5 CIVIL RIGHTS Nondiscrimination: 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 U.S.C. §12132, and Federal transit law at 49 U.S.C. §5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. The following equal opportunity requirements apply to the underlying Contract: A. Race, Color, Creed, National Origin, Sex: In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. §5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41 C.F.R. Part 60 et seq., (which implement Executive Order No. 11246, “Equal Employment Opportunity,” as amended by Executive Order no. 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” 42 U.S.C. §2000e note), and with any applicable Federal construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates or pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. B. Age. In accordance with 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. C. Disabilities. In accordance with Section 102 of the American with Disabilities Act, as amended, 42 U.S.C. §12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 C.F.R., Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 5.6 DISADVANTAGED BUSINESS ENTERPRISE The Contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. The Contractor shall carry out applicable requirements of 49 C.F.R part 26 in the award and administration of DOTassisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this Contract or such other remedy as CITILINK deems appropriate. Each subcontract the Contractor signs with a subcontractor must include the assurance in the paragraph. 5.7 INCORPORATION OF FTA TERMS These terms and conditions include in part certain contractual provisions required by USDOT, as set forth in FTA Circular 4220.1F, as amended, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any CITILINK requests that would cause CITILINK to be in violation of the FTA terms and conditions. 5.8 TERMINATIONS (FEDERAL CLAUSES) Termination for Convenience: CITILINK may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the CITILINK’S best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to CITILINK to be paid the Contractor. If the Contractor has any property in its possession belonging to CITILINK, the Contractor will account for the same, and dispose of it in the manner CITILINK directs. Termination for Default: If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the CITILINK may terminate this contract for default. Termination shall be effected by serving a Notice of Termination on the Contractor setting forth the manner in which the Contractor is in default. The Contractor will be paid only the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the CITILINK that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, CITILINK, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a Termination for Convenience. 5.9 DEBARMENT AND SUSPENSION CERTIFICATION REQUIREMENTS 1. By signing and submitting this proposal, the prospective lower tier participant is providing the signed certification set out in Debarment and Suspension Certification. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, CITILINK may pursue available remedies, including suspension and/or debarment. 3. The prospective lower tier participant shall provide immediate written notice to CITILINK if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms “covered transaction,” “debarred”, “suspended,” “ineligible,” “lower tier covered transaction,” “participant,” “persons,” “primary covered transaction,” “principal,” “proposal,” and “voluntarily excluded,” as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549 [49 C.F.R. Part 29]. You may contact CITILINK for assistance in obtaining a copy of these regulations. 5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 C.F.R. part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized in writing by CITILINK. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled Debarment and Suspension Certification Requirements and the certificate form, without modification, in all lower tier covered transactions and in all solicitations for lower tiered covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 C.F.R. part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not require to, check the Non-procurement List issued by U.S. General Service Administration. 8. Nothing contained in the foregoing shall be construed to require establishment of system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 62.5, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 C.F.R. part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to all remedies available to the Federal Government, CITILINK may pursue available remedies including suspension and/or debarment. 5.10 BUY AMERICA PROVISIONS The Contractor agrees to comply with 49 U.S.C. §5323(j) as amended by MAP-21, 49 U.S.C. §5323(h), 49 C.F.R. Part 661, and FAST Act (Pub. L. 114-94) which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7 and was amended by Section 3011 of the FAST Act (Pub. L. 114-94). Separate requirements for rolling stock are set out at 5323(j)(2)(C) and 49 C.F.R. 661.11. Rolling stock not subject to a general waiver must be manufactured in the United States and have a seventy percent (70%) domestic content for FY20 & beyond. General waivers for small purchases do not apply to Contractors equipment purchases when Contractor’s contract value exceeds $150,000 in value. Contractor must submit to FWPTC the appropriate Buy America certification with all bids on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as non-responsive. This requirement does not apply to lower tier sub-contractors. 5.11 RESOLUTION OF DISPUTES, BREACHES, OR OTHER LITIGATION Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of FWPTC. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the FWPTC. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of FWPTC shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by FWPTC, Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the FWPTC and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the FWPTC is located. Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by FWPTC or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 5.12 LOBBYING CERTIFICATION AND DISCLOSURE STATEMENTS In accordance with 31 U.S.C. §1352, and U.S. DOT regulations, (“New Restrictions on Lobbying”, 49 C.F.R., Part 20), the Contractor must have provided a certification to CITILINK that the Contractor has not and will not use Federal appropriated funds to pay any person or organization to influence or attempt to influence an officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. §1352. 5.13 CONTRACTOR E-VERIFY PROGRAM Contractor must verify through Affidavit that it does not knowingly employ any unauthorized aliens. Pursuant to Indiana Code I.C. §22-5-1.7 the Contractor is required to utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the Contract term. Also, Contractor shall include in related subcontracts a requirement that subcontractors performing work or providing services pursuant to the Contract utilize the E-Verify system to verify employment eligibility of all new employees hired by the subcontractor during the Contract term. 5.14 CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT The Contractor agrees: 1. It will not use any violating facilities; 2. It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;” 3. It will report violations of use of prohibited facilities to FDA; and 4. It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C§§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387). 5.15 CLEAN WATER (a) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Water Act, as amended, 33 U.S.C. §§1251 – 1377 et seq. (b) The contractor agrees to report each violation to FWPTC and understands and agrees that FWPTC will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office in compliance with the notice of violating facility provisions in section 508 of the Clean Water Act, as amended, 33 U.S.C. §1368 (c) The contractor agrees to protect underground sources of drinking water in compliance with the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. §300f – 300j-6. (d) The contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 5.16 ENERGY CONSERVATION The Contractor agrees to comply with mandatory standards and policies relating to energy efficiency, which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 5.17 TRANSIT EMPLOYEE PROTECTIVE ARRANGEMENTS (a) General Transit Employee Protective Requirements - To the extent that FTA determines that transit operations are involved, the Contractor agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this contract and to meet the employee protective requirements of 49 U.S.C. §5333(b), and U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to FWPTC's project from which Federal assistance is provided to support work on the underlying contract. The Contractor agrees to carry out that work in compliance with the conditions stated in that U.S. DOL letter. The requirements of this subsection, however, do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.C. §5310(a)(2), or for projects for nonurbanized areas authorized by 49 U.S.C. §5311. Alternate provisions for those projects are set forth in subsections (b) and (c) of this clause. (b) Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. §5310(a)(2) for Elderly Individuals and Individuals with Disabilities - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. §5310(a)(2), and if the U.S. Secretary of Transportation has determined or determines in the future that the employee protective requirements of 49U.S.C.§5333(b) are necessary or appropriate for the state and the public body sub-recipient for which work is performed on the underlying contract, the Contractor agrees to carry out the Project in compliance with the terms and conditions determined by the U.S. Secretary of Labor to meet the requirements of 49U.S.C. § 5333(b), U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the U.S. DOL's letter of certification to FTA, the date of which is set forth Grant Agreement or Cooperative Agreement with the state. The Contractor agrees to perform transit operations in connection with the underlying contract in compliance with the conditions stated in that U.S. DOL letter. (c) Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. §5311 in Non- urbanized Areas - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. §5311, the Contractor agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revision thereto. The Contractor also agrees to include the any applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FTA. 5.18 ADA ACCESS The Contractor shall comply with 49 U.S.C. §5301(d), stating Federal policy that the elderly and persons with disabilities have the same rights as other persons to use mass transportation services and facilities and that special efforts shall be made in planning and designing those services and facilities to implement that policy. Contractor shall also comply with all applicable requirements of Sec. 504 of the Rehabilitation Act (1973), as amended, 29 U.S.C. §794, which prohibits discrimination on the basis of handicaps, and the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. §12101 et seq., which requires that accessible facilities and services be made available to persons with disabilities, including any subsequent amendments thereto. 5.19 PREVENTION OF HUMAN TRAFFICKING 22 U.S.C. §7104(g) 2C.F.R. part 175 Contractor agrees that it and its employees that participate in recipient’s grant or funding award, may not: Engage in severe forms of trafficking in persons during the period of time that the Recipient’s Award is in effect; Procure a commercial sex act during the period of time that the Recipient’s Award is in effect; or Use forced labor in the performance of the Recipient’s Award or subagreements thereunder. 5.20 FEDERAL TAX LIABILITY AND RECENT FELONY CONVICTIONS (1) Transactions Prohibited. (i) The Recipient agrees that, prior to entering into any Third Party Agreement with any private corporation, partnership, trust, joint-stock company, sole proprietorship, or other business association, the Recipient will obtain from the prospective Third Party Participant a certification that the Third Party Participant— (A) Does not have any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and (B) Was not convicted of the felony criminal violation under any Federal law within the preceding 24 months. 26 (ii) If the prospective Third Party Participant cannot so certify, the Recipient agrees to refer the matter to FTA and not to enter into any Third Party Agreement with the Third Party Participant without FTA’s written approval. (2) Flow-Down. The Recipient agrees to require all Third Party Participants to flow this requirement down to participants at all lower tiers, without regard to the value of any subagreement. 5.21 CONTRACT WORK HOURS AND SAFETY STANDARDS FOR AWARDS NOT INVOLVING CONSTRUCTION The Contractor shall comply with all federal laws, regulations, and requirements providing wage and hour protections for non-construction employees, in accordance with 40 U.S.C. § 3702, Contract Work Hours and Safety Standards Act, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq., and U.S. DOL regulations, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Non-construction Contracts Subject to the Contract Work Hours and Safety Standards Act),” 29 C.F.R. part 5. The Contractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three (3) years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Such records maintained under this paragraph shall be made available by the Contractor for inspection, copying, or transcription by authorized representatives of the FTA and the Department of Labor, and the Contractor will permit such representatives to interview employees during working hours on the job. The contractor shall require the inclusion of the language of this clause within subcontracts of all tiers. 5.22 SCHOOL BUS OPERATIONS 49 U.S.C. § 5323(f) 49 C.F.R. part 605 The contractor agrees to comply with 49 U.S.C. 5323(f), and 49 C.F.R. part 604, and not engage in school bus operations using federally funded equipment or facilities in competition with private operators of school buses, except as permitted under: 1. Federal transit laws, specifically 49 U.S.C. § 5323(f); 2. FTA regulations, “School Bus Operations,” 49 C.F.R. part 605; 3. Any other Federal School Bus regulations; or 4. Federal guidance, except as FTA determines otherwise in writing. If Contractor violates this School Bus Agreement, FTA may: 1. Bar the Contractor from receiving Federal assistance for public transportation; or 2. Require the contractor to take such remedial measures as FTA considers appropriate. When operating exclusive school bus service under an allowable exemption, the contractor may not use federally funded equipment, vehicles, or facilities. The Contractor should include the substance of this clause in each subcontract or purchase under this contract that may operate public transportation services 5.23 CHARTER SERVICE 49 U.S.C. § 5323(d) and (r) 49 C.F.R. part 604 The contractor agrees to comply with 49 U.S.C. 5323(d), 5323(r), and 49 C.F.R. part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except as permitted under: 1. Federal transit laws, specifically 49 U.S.C. § 5323(d); 2. FTA regulations, “Charter Service,” 49 C.F.R. part 604; 3. Any other federal Charter Service regulations; or 4. Federal guidance, except as FTA determines otherwise in writing. The contractor agrees that if it engages in a pattern of violations of FTA’s Charter Service regulations, FTA may require corrective measures or impose remedies on it. These corrective measures and remedies may include: 1. Barring it or any subcontractor operating public transportation under its Award that has provided prohibited charter service from receiving federal assistance from FTA; 2. Withholding an amount of federal assistance as provided by Appendix D to part 604 of FTA’s Charter Service regulations; or 3. Any other appropriate remedy that may apply. The contractor should also include the substance of this clause in each subcontract that may involve operating public transit services. 5.23 SUBSTANCE ABUSE REQUIREMENTS 49 U.S.C. § 5331 49 C.F.R. part 655 49 C.F.R. part 40 The Contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 C.F.R. parts 655 for all safety-sensitive employees, produce any documentation necessary to establish its compliance with part 655, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Citilink of Indiana, or CITILINK, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 C.F.R. part 655 and review the testing process. The Contractor agrees further to certify annually its compliance with parts 655 before December 31 and to submit the Management Information System (MIS) reports annually to the Human Resource Director at Citilink. To certify compliance, the Contractor shall use the "Substance Abuse Certifications" in the "Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements," which is published annually in the Federal Register. 5.24 RECYCLED PRODUCTS 49 U.S.C. § 6962 49 C.F.R. part 247 2 C.F.R. part 200.322 The Contractor agrees to provide a preference for those products and services that conserve natural resources, protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962, and U.S. Environmental Protection Citilink (U.S. EPA), “Comprehensive Procurement Guideline for Products Containing Recovered Materials,” 40 C.F.R. part 247. PLEASE VIEW OUR WEBSITE TO DOWNLOAD AS A PDF THAT INCLUDES THE REQUIRED FORMS TO SIGN:www.fwcitilink.com/procurements.php

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