Butler County Regional Transit Authority will be referred to as “Buyer” and the person or company selling to the Buyer will be referred to as “Seller”.
1. Acceptance of Purchase Order. This order becomes a contract (1) when signed acknowledgement is received by Buyer, or (2) when shipment according to schedule or all or any portion of the goods covered by this order shall be made, or (3) when written approval is given Seller by Buyer of the price and delivery schedule of the goods as stated by Seller if Seller’s written acknowledgment of the order contains either: (a) a different price or delivery schedule or a different type of item, or (b) no price or no delivery schedule for the item or items to which Buyer’s approval applies. Except as provided in the preceding sentence, it is a condition of this order that any provisions printed or otherwise contained in any acknowledgement of this order, inconsistent with or in addition to the terms and conditions stated in this order, and any alteration in this purchase order, shall have no force or effect, and that the Seller by acknowledgment thereby agrees that any such provisions in the acknowledgment or any such alterations in this order shall not constitute any part of the contract formed hereby. The contract shall contain the entire agreement of the parties and failure of any party to enforce any of the rights hereunder shall not constitute a waiver of such rights or of any other rights under the contract.
2. Packing and Transportation. Seller shall suitably pack, mark and ship all materials in accordance with the requirements of common carriers so as to secure lowest transportation cost, and no additional charges shall be made to Buyer therefore unless otherwise stated herein. No charges shall be made for packing, boxing, drayage or storage, unless authorized by Buyer in writing. Seller shall properly mark each package with Buyer’s order number, address and, where multiple packages comprise a single shipment, shall consecutively number each package. Purchase order number and package numbers shall be shown on packing slips, bill of lading and invoices.
3. Delivery. Deliveries shall be made in quantities and at times specified in this order or in supplementary schedules furnished by the Buyer, and Buyer reserves the right to change delivery schedules and temporarily to suspend scheduled shipments. If materials are shipped or received after the previously agreed upon date, Buyer may return such materials to Seller at Seller’s risk and expense. Seller shall not be liable for delays or defaults in deliveries due to causes beyond its control and without its fault or negligence. If at any time Seller has reason to believe that deliveries will not be made as scheduled, it shall immediately give written notice setting forth the cause of the anticipated delay.
4. Invoices and Payment. Unless otherwise provided in this order, no invoices shall be issued or payments made prior to delivery. Unless freight and other charges are itemized, any discount will be taken on full amount of invoice. If the amount of delivered materials is less then the quantity ordered by the Buyer, or if Buyer rejects any portion of the delivered materials, Buyer must adjust the payments to Seller accordingly.
5. Inspection. All materials shall be received, and work shall be performed, subject to Buyer’s inspection and rejection. Rejected materials will be returned to Seller at Seller’s expense for all transportation and costs of labor of reloading, packaging, trucking, etc. and such materials shall not be replaced except upon receipt of a new order. Payment for materials or work shall not constitute an acceptance thereof.
6. Warranties. In addition to standard warranty and/or service guarantee, Seller warrants that all goods supplied hereunder shall:
a. Be free and clear of all liens and encumbrances, good and merchantable title thereto being in the seller;
b. Be free from any defects in design, material or workmanship and of good and merchantable quality;
c. Conform to Buyer’s specifications or the sample approved by Buyer, as the case may be, or be fit for the known purposes for which purchased hereunder; and
d. Comply and have been produced, processed, delivered and sold in conformity with all applicable federal, state or other laws, administrative regulations and orders.
The forgoing warranties shall survive inspection, delivery and payment.
If any such goods shall be found to be unsatisfactory for any reason, Buyer may, at its option, retain such goods at an adjusted price or return them to Seller for repair, replacement or refund as Buyer shall direct. Buyer shall be reimbursed by Seller for all its expenses in connection with the handling and transporting of any such unsatisfactory goods, and Seller shall assume all risk of loss or damage in transit to goods returned by Buyer pursuant hereto.
7. Warranty as to Patents. Seller warrants that the goods covered by this order and sale or use of them will not infringe any United States or foreign letters patent, and the Seller agrees to defend, protect, or save harmless the Purchaser, its successors, assigns, customers and other users of its products, against all suits at law or in equity, and from all damages and expenses resulting from claims and demands for actual or alleged infringements of any patent by reason of the sale or use of the articles covered hereby.
8. Changes. Buyer may at any time by written notice make changes within the general scope of this order to drawings, and specifications, shipping instructions, quantities and delivery schedules. Should any such change increase the cost of, or the time required for, performance of this order; an equitable adjustment in the price and/or the delivery schedule will be negotiated. Any claims for adjustment by Seller must be made within thirty days from the date the change is ordered or with such additional period of time as may be agreed upon.
9. Compliance with Federal, State and Local Laws. In performing its duties under this order, Seller will comply with all applicable federal, state, and local laws and ordinances and all lawful orders, rules and regulations thereunder, including but not limited to laws and regulations designed to protect human health or the environment.
10. Federal Transit Administration Clauses. Certain FTA Third-Party Contract Clauses apply to all purchases exceeding $3,000. The clauses may be accessed at www.butlercountyrta.com\clauses.
11. Use of Designs, Date, etc. Seller agrees that it will keep confidential the features of any equipment, tools, gauges, patterns, designs, engineering data or other technical proprietary information furnished by Buyer and use such items only in the production of items under this order or other orders from Buyer and not otherwise, unless Buyer’s written consent is first obtained. Upon completion or termination of this order, Seller shall return all such items to Buyer or make other disposition thereof as may be directed or approved by Buyer.
12. Notice of Labor Dispute or any Cause of Delay. Whenever Seller has knowledge that any actual or potential labor dispute or any other condition which is delaying or threatens to delay the timely performance of this order, Seller shall immediately give notice thereof, including all relevant information with respect thereto, to the Buyer.
13. Assignment. Seller shall not assign any rights or claims under this order nor any monies due or to become due without the prior written consent of the Buyer and any assignment made without such consent shall be void as to Buyer.
14. Applicable Law. The rights and duties of the parties hereto shall be determined by the laws of the State of Ohio, and to that end this agreement shall be construed and considered as a contract made and to be performed in the State of Ohio.
15. Bankruptcy. In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency, by or against the Seller, the inability of the Seller, to meet its debts as they become due, or in the event of the appointment, with or without the Seller’s consent, of an assignee for the benefit of the creditors or the receiver, then the Buyer shall be entitled, at its sole option, to cancel any unfilled part of this purchase order without any liability whatsoever. Seller shall have the obligation to inform Buyer in writing of such bankruptcy or insolvency.
16. Indemnification. Seller will indemnify, save harmless, and defend the Buyer from all liability for loss, damage, or injury to person or property in any manner arising out of or incident to the performance of this purchase order.
17. Supplementary Information. Any specifications, drawings, notes, instructions, engineering notices, or technical data referred to in this order shall be deemed to be incorporated herein by reference as is fully set forth. If there are any discrepancies or questions, the Seller shall refer to the Buyer for decision, instructions or for interpretation. Supplier is required to provide Material Safety Data Sheet (MSDS) for the purchased product, if applicable.
18. Buy America. If foreign iron, steel or manufactured products (as defined in 661.3 and 661.5 of Part IV, DOT, 49 CFR) are being procured, the appropriate certificate (available upon request of Buyer) shall be completed and submitted by Seller in accordance with the requirement contained in 661.13 (b).
19. Conflicting Terms. If terms of this order do not appear on or do not agree with the Seller’s invoice as rendered, Seller agrees that Buyer may change invoice to confirm this order and make payment accordingly.
20. Protest Procedures. Protests may be made by prospective contractors, vendors or proposers whose direct economic interest would be affected by award of a contract or by failure to award a contract. BCRTA will consider all protests requested in a timely manner regarding the award of a contract, whether submitted before or after an award. All protests are to be submitted in writing to:
Butler County RTA
3045 Moser Court
Hamilton, Ohio 45011
Protest submissions should be concise, logically arranged, and clearly state the grounds for protest. A protest must include at least the following information:
Protests Before Bid Opening. Protests alleging restrictive specifications or improprieties which are apparent prior to bid opening or receipt of proposals must be submitted in writing at the address above and must be received at least seven (7) days prior to bid opening or closing date for receipt of bids or proposals. If the written protest is not received by the time specified, bids or proposals may be received and award made in the normal manner unless BCRTA determines that remedial action is required. Oral protests not followed up by a written protest will be disregarded. BCRTA may request additional information from the appealing party and information or response from other bidders, which shall be submitted to BCRTA not less than ten (10) days after the date of BCRTA's request. So far as practicable, appeals will be decided based on the written appeal, information and written response submitted by the appealing party and other bidders. In failure of any party to timely respond to a request for information, it may be deemed by BCRTA that such party does not desire to participate in the proceeding, does not contest the matter, or does not desire to submit a response, and in such a case, the protest will proceed and will not be delayed due to the lack of a response. Upon receipt and review of written submissions and any independent evaluation that BCRTA deems appropriate, BCRTA shall either:
Protests After Bid/Proposal Opening/Prior to Award. Protests against the making of an award by the BCRTA must be submitted in writing to BCRTA and received within seven (7) days of the award by the BCRTA. Notice of the protest and the basis therefore will be given to all bidders or proposers. In addition, when a protest against the making of an award by the BCRTA is received and it is determined to withhold the award pending disposition of the protest, the bidders or proposers whose bids or proposals might become eligible for award shall be requested, before expiration of the time for acceptance, to extend or to withdraw the bid. Where a written protest against the making of an award is received in the time period specified, award will not be made prior to seven (7) days after resolution of the protest unless BCRTA determines that:
Protests After Award. In instances where the award has been made, the Contractor shall be furnished with the notice of protest and the basis therefore. If the contractor has not executed the contract as of the date the protest is received by BCRTA, the execution of the contract will not be made prior to seven (7) days after resolution of the protest unless BCRTA determines that:
Decision. Any decision pertaining to a protest following the guidelines contained in this section is final.
Protests to Federal Transit Administration (FTA). Under certain limited circumstances, an interested party may protest to the FTA the award of a contract pursuant to an FTA grant. FTA's review of any such protest will be limited to:
Submission of Protest to FTA. Protests submitted to FTA should be submitted to the FTA Region 5 Office in Chicago, Illinois with a concurrent copy to BCRTA. The protest filed with FTA shall:
1. No Obligation by Federal Government
2. Program Fraud and False or Fraudulent Statements or Related Acts
3. Audit and Inspection of Records
4. Federal Changes
5. Nondiscrimination (EEO)
6. Title VI, Civil Rights Act of 1964, Compliance
7. Americans with Disabilities Act (ADA)
8. Termination of Contract for Default
9. Termination for Convenience of the RTA
10. Disadvantaged Business Enterprise Participation
11. Incorporation of Federal Transit Administration (FTA) Terms
12. Cargo Preference - Use of United States Flag Vessels
13. Fly America
14. Davis-Bacon Act
15. Copeland Anti-Kickback
16. Transit Employee Protective Provisions
17. Drug and Alcohol Rules
18. Patents - Copyrights – Trademarks
19. Energy Conservation
20. Recycled Products
21. Prompt Payment
The Purchaser and contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party of this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.
The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.
The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies
Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies, “49 C.F. R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal
Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate.
The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S. C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate.
The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.
Contractor shall permit the authorized representatives of RTA, its member entities, the Ohio Auditor of State, the U.S. Department of Transportation, and the Comptroller General of the United States access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract, for the purpose of making audit, examination, excerpts and transcriptions until the expiration of three (3) years after final payment under this contract. Contractor further agrees to include all its subcontracts hereunder, a provision to the effect that the subcontractor agrees that RTA, its member entities, the City of Kettering, Ohio, the Ohio Auditor of State, the U.S. Department of Transportation and the Comptroller General of the United States or any of their duly authorized representatives shall, until the expiration of three (3) years after final payment under the subcontract, have access to books, documents, papers and records of such subcontractor involving transactions, related to the subcontractor for the purpose of making audit, examination, excerpts and transcriptions. The term "subcontract" as used in this clause excludes (1) purchase orders not exceeding $10,000 and (2) subcontractor or purchase orders for public utility services at rates established for uniform applicability to the general public.
The periods of access and examination described above, for records which relate to (1) appeals under the "Disputes" clause of this contract, (2) litigation of the settlement of claims arising out of the performance of this contract, or (3) costs and expense of this contract as to which exception has been taken by the Comptroller General or any of his duly authorized representatives, shall continue until such appeals, litigation, claims or exceptions have been disposed.
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 (Form FTA MA (7) dated October 2000) between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor’s failure to so comply shall constitute a material breach of this contract.
During the performance of this contract, Contractor agrees as follows:
Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, creed, sex, disability, age or national origin. Contractor will take affirmative action to ensure that applicants are employed, and the employees are treated during the employment without regard to their race, religion, color, sex or national origin. 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. Contractor agrees to post in accessible places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.
Contractor will, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, creed, sex, disability, age or national origin.
Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising the said labor union or workers' representative of Contractor's commitments under this section, and shall post copies of the notice in accessible places available to employees and applicants for employment. Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations and relevant orders of the Secretary of Labor.
Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records and accounts by FTA and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders.
In the event of Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations or orders, this contract may be canceled, terminated or suspended in whole or in part and Contractor may be declared ineligible for further RTA contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, or by rule, regulation or order of the Secretary of Labor, or as otherwise provided by law.
Contractor will include the foregoing provisions of this paragraph in every subcontract or purchase order unless exempted by rules, regulations or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. Contractor will take such action with respect to any subcontract or purchase order as RTA may direct as a means of enforcing such provisions, including sanctions for noncompliance, providing, however, that in the event Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by RTA, Contractor may request the United States to enter into such litigation to protect the interest of the United States.
The Butler County Regional Transit Authority (BCRTA), in accordance with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 U.S.C. 2000d to 2000d-4 and Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation issued pursuant to such Act, hereby notifies all bidders that it will affirmatively insure that in any contract entered into pursuant to this advertisement, minority business enterprises will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.
During the performance of this contract, the Contractor, for itself, its assignees and successors in interest (hereinafter referred to as the "Contractor") agrees as follows:
A. Compliance with Regulations: The Contractor shall comply with the Regulations relative to nondiscrimination in federally-assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract.
B. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations.
C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin.
D. Information and Reports: The Contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the RTA or the Federal Transit Administration (hereinafter, "FTA") to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a Contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Contractor shall so certify to the RTA, or the FTA as appropriate, and shall set forth what efforts it has made to obtain the information.
E. Sanctions for Noncompliance: In the event of the Contractor's noncompliance with nondiscrimination provisions of this contract, the RTA shall impose contract sanctions as it or the FTA may determine to be appropriate, including, but not limited to:
(1) withholding of payments to the Contractor under the contract until the Contractor complies; and/or
(2) cancellation, termination, or suspension of the contract, in whole or in part.
F. Incorporation of Provisions: The Contractor shall include the provisions of paragraphs (E) through (F) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The Contractor shall take such action with respect to any subcontract or procurement as the RTA or the FTA may direct as a means of enforcing such provisions, including sanctions for noncompliance: provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the Contractor may request the RTA to enter into such litigation to protect the interests of the RTA, and, in addition, the Contractor may request the United States to enter into such litigation to protect the interests of the United States.
The Contractor agrees to comply with, and assure that any subcontractor under this Project complies with all applicable requirements for the American with Disabilities Act of 1990 (ADA), 42 U.S.C. Section 12101 et seq. and 49 U.S.C. Section 322; Section 504 of the Rehabilitation Act of 1973, as amended., 29 U.S.C. Section 794; Section 16 of the Federal Transit Act, as amended, 49 U.S.C. app. Section 1612, and the following regulations and any amendments thereto:
G. U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R. Part 37;
H. U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance," 49 C.F.R. Part 27;
I. U.S. DOT regulations, "Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 49 C.F.R. Part 38;
J. Department of Justice (DOJ) regulations, Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 C.F.R. Part 35;
K. Department of Justice (DOJ) regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 C.F.R. Part 36;
L. General Services Administration, "Construction and Alteration of Public Building." Accommodations of the Physically Handicapped," 41 C.F.R. Part 10119;
M. Equal Employment Opportunity Commission (EEOC) "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630;
N. Federal Communications regulations, "Telecommunications Relay Services and Related Customer Premises Equipment for the Hearing and Speech Disabled," 47 C.F.R. Part 64, Subpart F; and
O. FTA regulations, "Transportation for Elderly and Handicapped Persons," 49
P. C.F.R. Part 609
If, through any cause, the Contractor shall fail to perform fully, timely and in proper manner its obligations under this contract, or if the Contractor shall breach any of the covenants, conditions or agreements contained in the contract, the RTA shall thereafter have the right to terminate this contract by giving notice in writing which shall specify the effective date thereof, to the Contractor of such termination. In such event, any goods delivered and/or installed by the Contractor under this contract shall, at the option of the RTA, become the RTA's property and the Contractor shall be entitled to receive just and equitable compensation therefor, not to exceed the maximum aggregate compensation payable by RTA to contractor as stated in Blanket Purchase Order. In the event of a termination pursuant to this Article, the RTA may elect instead to remove any goods delivered and/or installed and redeliver the same to the Contractor, all at the Contractor's sole expense, including reasonable charges for any time and/or labor expended by the RTA's employees.
Notwithstanding the above, the Contractor shall not be relieved of any liability to the RTA for damages sustained by the RTA by virtue of any breach of contract or warrants, or of both, by the Contractor for the purpose of setoff and/or recoupment until such time as the exact amount of damages due the RTA from the Contractor is determined.
The RTA may terminate this contract any time by a notice in writing that shall specify the effective date thereof, from the RTA to the Contractor, at least thirty (30) days before the effective date of such termination. In that event, any goods accepted by the RTA prior to the effective date of the termination shall become the RTA's property and the Contractor shall be entitled to receive just and equitable compensation therefor and for any services accepted by the RTA prior to the effective date; provided, nevertheless, that the amount of such compensation shall not, in any event, exceed the maximum aggregate compensation payable by RTA to contractor as stated in Blanket Purchase Order, properly attributable to the goods and/or services so accepted.
Neither the acceptance, by the RTA, of any goods and/or services; the payment, by the RTA, for any goods and/or services; nor both acceptance and payment, shall be deemed to waive, to compromise, or to affect in any manner the liability of the Contractor for any breach of contract, of warranty, or both of contract and of warranty.
It is the policy of the Department of Transportation (DOT) that DBE's, as defined in 49 CFR, Parts 23 and 26, shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with federal funds under this Agreement.
The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, dated November 1, 2008, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any Butler County RTA requests which would cause RTA to be in violation of the FTA terms and conditions.
The Contractor agrees:
To utilize privately owned United States-flag commercial vessels to ship at least 50% of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, materials, or commodities pursuant to this contract, to the extent such vessels are available at fair and reasonable rates for United States-flag commercial vessels.
To furnish within 20 days following the date of loading for shipments originating within the United States, or within 30 working days following the date of loading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial bill-of-lading in English for each shipment of cargo described in the paragraph above, to the RTA (through the prime Contractor) and the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20230, marked with appropriate identification for the project.
To insert the substance of the provisions of this clause in all subcontracts issued pursuant to this contract.
The Recipient understands and agrees that the federal government will not participate in the costs of international air transportation of any persons involved in or property acquired for the project unless that air transportation is provided by U.S.-flag air carriers to the extent service by these carriers is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 1974, as amended, 49 U.S.C. 40118, and with U.S. General Services Administration (U.S. GSA) regulations pertaining to the use of United States flag air carriers, 41 C.F.R. 301-3.61(b), and any later regulations at 41 C.F.R. 301-10.131 et seq.
(Applicable to Construction projects > $2,000)
The Contractor will pay all laborers and mechanics employed on the project at least once a week and at a rate not less than the minimum wage specified in a wage determination formally issued by the Secretary of Labor. A copy of this determination is included in this solicitation, and the award of the contract is to be conditioned upon the Contractor accepting the terms of this wage determination schedule.
(Applicable to Construction projects > $2,000)
Contractor must comply with the COPELAND Anti-Kickback Act, which prohibits the Contractor from inducing any persons employed on the project to give up any portion of their pay.
(Applicable to Transit Operations)
(1) The Contractor agrees to comply with applicable transit employee protective requirements as follows:
(a) General Transit Employee Protective Requirements - To the extent that FTA determines that transit operations are involved, the Contractor agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this contract and to meet the employee protective requirements of 49 U.S.C. A 5333(b), and U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to the FTA Recipient's project from which Federal assistance is provided to support work on the underlying contract. The Contractor agrees to carry out that work in compliance with the conditions stated in that U.S. DOL letter. The requirements of this subsection (1), however, do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.C. § 5310(a)(2), or for projects for nonurbanized areas authorized by 49 U.S.C. § 5311. Alternate provisions for those projects are set forth in subsections (b) and (c) of this clause.
(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 49 U.S.C. § 5333(b) are necessary or appropriate for the state and the public body subrecipient for which work is performed on the underlying contract, the Contractor agrees to carry out the Project in compliance with the terms and conditions determined by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. § 5333(b), U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the U.S. DOL's letter of certification to FTA, the date of which is set forth Grant Agreement or Cooperative Agreement with the state. The Contractor agrees to perform transit operations in connection with the underlying contract in compliance with the conditions stated in that U.S. DOL letter.
(c) Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5311 in Nonurbanized Areas - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5311, the Contractor agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revision thereto.
(2) 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.
The Butler County Regional Transit Authority (BCRTA) is required to comply with the Federal Transit Administration’s drug and alcohol rule, 49 CFR Part 655. This rule requires RTA to ensure that any entity performing a safety-sensitive function on our behalf implement a drug and alcohol program which complies with the following clause:
“The contractor agrees to establish and implement a drug and alcohol testing program that complies with 40 CFR Part 655, 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 of Ohio, or Butler County Regional Transit Authority to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Part 655 and review the testing process. The contractor agrees further to certify annually its compliance, with Parts 655.”
Contractor shall assume the defense of all claims and suits against RTA, its officers, agents and employees for infringement of the patents, copyrights or trademarks of any person arising out of the use by RTA, its officers, agents and employees of any article supplied under this contract, and the Contractor shall indemnify and hold harmless RTA, its officers, agents and employees from any and all liability, loss or damage arising from such claims or suits, including attorney fees.
Contractor shall recognize 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 (P.L. 94-163).
(Applicable to contracts for items designated by EPA, when procuring $10,000 or more per year)
The Contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designed in Subpart B of 40 CFR Part 247.
(Applicable if total procurement ≥ $25,000)
We will include the following clause in each DOT-assisted prime contract:
The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 15 days from the receipt of each payment the prime contractor receives from RTA. The prime contractor agrees further to return retainage payments to each subcontractor within 15 days after the subcontractor's work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the RTA. This clause applies to both DBE and non-DBE subcontractors.
When applicable, the RTA may use the following mechanisms to ensure prompt payment.
A. Language providing that prime contractors and subcontractors will use appropriate alternative dispute resolution mechanisms to resolve payment disputes.
B. Language providing that prime contractors will not be reimbursed for work performed by subcontractors until the prime contractor ensures that the subcontractors are paid promptly for work they have performed.
C. Enforcement of public funds liens law and use of a similar mechanism for nonpublic improvement projects.
D. Other applicable mechanisms as necessary.
Protests may be made by prospective contractors, vendors or proposers whose direct economic interest would be affected by award of a contract or by failure to award a contract. BCRTA will consider all protests requested in a timely manner regarding the award of a contract, whether submitted before or after an award.
All protests are to be submitted in writing to:
Butler County RTA
3045 Moser Court
Hamilton, Ohio 45011
Protest submissions should be concise, logically arranged, and clearly state the grounds for protest. A protest must include at least the following information:
(a) name, address, and telephone number of protestor,
(b) identification of contract solicitation number,
(c) a detailed statement of the legal and factual grounds of the protest, including copies of relevant documents, and
(d) a statement as to what relief is requested.
Protests must be submitted to BCRTA in accordance with these procedures and time requirements, must be complete and contain all issues that the protestor believes relevant.
Protests alleging restrictive specifications or improprieties which are apparent prior to bid opening or receipt of proposals must be submitted in writing at the address above and must be received at least seven (7) days prior to bid opening or closing date for receipt of bids or proposals. If the written protest is not received by the time specified, bids or proposals may be received and award made in the normal manner unless BCRTA determines that remedial action is required. Oral protests not followed up by a written protest will be disregarded. BCRTA may request additional information from the appealing party and information or response from other bidders, which shall be submitted to BCRTA not less than ten (10) days after the date of BCRTA's request. So far as practicable, appeals will be decided based on the written appeal, information and written response submitted by the appealing party and other bidders. In failure of any party to timely respond to a request for information, it may be deemed by BCRTA that such party does not desire to participate in the proceeding, does not contest the matter, or does not desire to submit a response, and in such a case, the protest will proceed and will not be delayed due to the lack of a response. Upon receipt and review of written submissions and any independent evaluation that BCRTA deems appropriate, BCRTA shall either:
a) Render a final decision, or
b) At the sole election of BCRTA, conduct an informal hearing at which the interested parties will be afforded opportunity to present their respective positions and facts, documents, justification, and technical information in support thereof. Parties may, but are not required to, be represented by counsel at the informal hearing, which will not be subject to formal rules of evidence or procedures. Following the informal hearing, if one is held, the BCRTA will render a decision, which shall be final, and notify all interested parties thereof in writing but no later than ten (10) days from the date of informal hearing.
Protests against the making of an award by the BCRTA must be submitted in writing to BCRTA and received within seven (7) days of the award by the BCRTA. Notice of the protest and the basis therefore will be given to all bidders or proposers. In addition, when a protest against the making of an award by the BCRTA is received and it is determined to withhold the award pending disposition of the protest, the bidders or proposers whose bids or proposals might become eligible for award shall be requested, before expiration of the time for acceptance, to extend or to withdraw the bid. Where a written protest against the making of an award is received in the time period specified, award will not be made prior to seven (7) days after resolution of the protest unless BCRTA determines that:
a) The items to be purchased are urgently required.
b) Delivery or performance will be unduly delayed by failure to make award promptly.
c) Failure to make award will otherwise cause undue harm to BCRTA or the federal government.
In instances where the award has been made, the Contractor shall be furnished with the notice of protest and the basis therefore. If the contractor has not executed the contract as of the date the protest is received by BCRTA, the execution of the contract will not be made prior to seven (7) days after resolution of the protest unless BCRTA determines that:
a) The items to be purchased are urgently required,
b) Delivery or performance will be unduly delayed by failure to make award promptly, or
c) Failure to make award will otherwise cause undue harm to BCRTA or the federal government.
Any decision pertaining to a protest following the guidelines contained in this section is final.
Under certain limited circumstances, an interested party may protest to the FTA the award of a contract pursuant to an FTA grant. FTA's review of any such protest will be limited to:
Alleged failure by BCRTA to have written protest procedures or alleged failure to follow such procedures, or
Alleged violations of specific federal requirement that provides an applicable complaint procedure shall be submitted and processed in accordance with that federal regulation.
Protestors shall file a protest with FTA not later than five (5) working days after BCRTA renders a final decision under the BCRTA protest procedure. In instances where the protestor alleges that BCRTA failed to make a final determination on the protest, the protestor shall file a complaint with FTA no later than five (5) Federal working days after the protestor knew or should have known of BCRTA's failure to render a final determination in the protest.
Protests submitted to FTA should be submitted to the FTA Region 5 Office in Chicago, Illinois with a concurrent copy to BCRTA. The protest filed with FTA shall:
a) Include the name and address of the protestor
b) Identify the BCRTA project number and the number of the contract solicitation
c) Contain a statement of the grounds for protest and any supporting documentation. This should detail the alleged failure to follow BCRTA’s protest procedures, or the alleged failure to have procedures, and be fully supported to the extent possible
d) Include a copy of the local protest filed with BCRTA and a copy of the BCRTA decision, if any.