NOTICE TO PROSPECTIVE PROPOSERS

This Request for Proposals (RFP) is provided to you in anticipation that your company will submit a proposal to COTA. We encourage you to review and respond to the requirements of this RFP.

The proposal MUST include the following:

One (1) Copy of the Proposal Information Contained in Part IV - Proposal Submission Non-Collusion Affidavit Certification Regarding Delinquent Taxes Certification of Restrictions on Lobbying Certification Regarding Debarment, Suspension and Other Responsibility Matters Acknowledgement of Addendum Receipt Conflict of Interest Affidavit Declaration Regarding Material Assistance/Non-assistance to a Terrorist Organization Certification of Compliance with Section 3517.13 of the Ohio Revised Code DBE Schedule of Subcontractors (Enclosure 1) DBE Declaration of Proposed DBE Utilization (Enclosure 2) DBE Affidavit of DBE Intent to Perform as a Subcontractor/Supplier/Consultant (Enclosure 3) DBE Subcontractor/Consultant Good Faith Effort Log (Enclosure 4)

A vendor registration form must be on file in COTA’s Supply Management Department prior to contract award. A copy of this form is available at www.cota.com.

Any questions regarding this solicitation should be presented via email to the attention of Matthew Miller, Contracts Administrator, at purchasing@cota.com by no later than November 19, 2020 - 5:00 p.m. EST.

TO: ALL PROPOSERS

FROM: JOSHUA A. TRAENKLE DIRECTOR OF SUPPLY MANAGEMENT

DATE: NOVEMBER 6, 2020

SUBJECT: REQUEST FOR PROPOSALS FOR OWNERS REPRESENTATIVE AND ESTIMATING SUPPORT SERVICES FOR THE RENOVATION OF THE MCKINLEY AVENUE FACILITY (PHASE 3C) - RFP #2020-27

PROPOSALS DUE: DECEMBER 7, 2020 - 2:00 P.M. EST.

THE ATTENTION OF ALL PROPOSERS IS DIRECTED TO THE FOLLOWING:

Part I - INTRODUCTION AND INSTRUCTIONSPart II - CONTRACT CLAUSES Part III - SCOPE OF WORK Part IV - PROPOSAL SUBMISSION Part V - PROPOSAL FORMS Part VI - DBE FORMS

Please forward one (1) copy of your proposal to the attention of Matthew Miller, Contracts Administrator, at Purchasing@cota.com by 2:00 p.m. on December 7, 2020.

COTA reserves the right to reject any and all proposals. Proposals that do not include the required Bid Forms in Part V of this Request for Proposals may be deemed non-responsive.

REQUEST FOR PROPOSALS FOR OWNERS REPRESENTATIVE AND ESTIMATING SUPPORT SERVICES FOR THE RENOVATION OF THE

MCKINLEY AVENUE FACILITY (PHASE 3C) RFP #2020-27

ISSUED BY

THE CENTRAL OHIO TRANSIT AUTHORITY 33 NORTH HIGH STREET COLUMBUS, OHIO 43215

NOVEMBER 6, 2020

PART I: INTRODUCTION AND INSTRUCTIONS

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PART I: INTRODUCTION AND INSTRUCTIONS

SECTION 1: DEFINITIONS 1. DEFINITIONS

Unless otherwise specifically stated, the following terms shall have the following definitions:

1.1. COTA

Central Ohio Transit Authority

1.2. Proposal

Documents offered by Proposer to COTA pursuant to this Request for Proposal.

1.3. Proposer

Company or companies which offer a Proposal pursuant to this RFP.

1.4. The Contractor

The successful Proposer who will enter into contract negotiations with COTA at the conclusion of the Proposal selection process.

SECTION 2: COTA BACKGROUND 2.1. Location

The following are the locations of COTA facilities: • 1600 McKinley Avenue, Columbus, Ohio (Bus Maintenance and Storage Facility and Customer

Service)• 1333 Fields Avenue, Columbus, Ohio 43201 (Bus Maintenance and Storage Facility)• 1330 Fields Avenue, Columbus, Ohio 43201 (Mobility Services)• Linden Transit Center, 1390 Cleveland Avenue, Columbus, Ohio 43211• Easton Transit Center, 4260 Stelzer Road, Columbus, Ohio 43230• Near East Transit Center, 1125 E. Main St., Columbus Ohio 43205• 33 North High Street, Columbus, OH 43215 (Administrative Offices and Sales)

2.2. History

COTA, a political subdivision of the state of Ohio, is a regional transit authority createdpursuant to Ohio Revised Code, Sections 306.30 through 306.53. COTA undertookoperation of a bus mass transportation system within Franklin County and portions ofDelaware and Licking Counties on January 1, 1974.

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2.3. Governing Body

All power and authority of COTA is vested in and exercised by its thirteen member Board of Trustees, appointed by political subdivisions and public officials within COTA's territorial boundaries. No contract shall be awarded without the approval of the COTA Board of Trustees.

2.4. Powers and Responsibilities

COTA has the power to acquire, construct, improve, extend, repair, lease, operate, maintain, and manage transit facilities within or without its territorial boundaries as deemed necessary for the accomplishment of the purpose of its organization. COTA has the power of eminent domain and has the further power to construct and own facilities which will improve the transit operation under its jurisdiction.

SECTION 3: INSTRUCTIONS

3.1. Basis for Contract Negotiation

This RFP and the resulting Proposals shall be used as the basis for contract negotiation.

3.2. Receipt of Proposals

Proposers must submit One (1) copy of their proposal by email to Purchasing@cota.com to the attention of Matthew Miller, Contracts Administrator. The email must contain the content denoted below:

Attention: Matthew Miller, Contracts Administrator Department: Finance RFP Number: RFP #2020-27 Proposal Opening Date and Time: December 7, 2020 - 2:00 p.m. EST Project Name: Request for Proposals for Owners Representative and Estimating Support Services for the Renovation of the McKinley Avenue Facility (Phase 3C)

Fax proposals and oral proposals are not acceptable.

A Proposer's failure to submit their proposal prior to the deadline will cause their proposal to be disqualified. Late proposals or amendments will not be opened or accepted for evaluation. The Proposer is responsible for all costs associated with the preparation and submittal of his/her proposal.

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3.3. Proposal Modification

Written changes to submit Proposals will be accepted if received by COTA prior to the Proposal deadline and emailed to Purchasing@cota.com. "CHANGE TO PROPOSAL – OWNER REPRESENTATIVE AND ESTIMATING SUPPORT SERVICES FOR THE RENOVATION OF THE MCKINLEY AVENUE FACILITY (PHASE 3C) - RFP #2020-27".

All changes received after the Proposal deadline will not be opened or considered.

3.4. Right of Rejection

Proposers must comply with all of the terms of the RFP, and all applicable local, state, and Federal laws and regulations. COTA may reject any proposal that does not comply with all of the material and substantial terms, conditions, and performance requirements of the RFP.

Minor informalities, that do not affect responsiveness, that are merely a matter of form or format; that do not change the relative standing or otherwise prejudice other offers; that do not change the meaning or scope of the RFP; that are trivial, negligible, or immaterial in nature; that do not reflect a material change in the work; or, that do not constitute a substantial reservation against a requirement or provision may be waived by the Director of Supply Management.

COTA reserves the right to refrain from making an award if it determines that to be in its best interest.

3.5. Amendments to RFP

Any clarifications or further instructions to Proposers will be sent to all Proposers in addendum form. All questions and comments regarding the information contained within this proposal must be submitted to Matthew Miller, Contracts Administrator, at Purchasing@cota.com by no later than November 19 2020 – 5:00 PM EST.

(a) If this solicitation is amended, then all terms and conditions which are not modifiedremain unchanged.

(b) Proposers shall acknowledge receipt of any amendment to this solicitation:

(1) by signing and returning ACKNOWLEDGEMENT OF ADDENDA. COTA mustreceive the acknowledgement by the time and at the place specified for receipt ofproposals.

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3.6. Non-collusion Affidavit

Proposer shall submit, with its Proposal, an affidavit stating that neither Proposer nor its agents, nor any other party on its behalf, has paid or agreed to pay, directly or indirectly, any person, firm, or corporation, any money or valuable consideration for assistance in procuring or attempting to procure the contract that will result from this RFP, and further agrees that no such money or consideration will be hereafter paid. This affidavit must be on the form provided by COTA, which is enclosed with the RFP.

3.7. Right of Award

COTA reserves the right to select Contractor on the basis of Proposals received, without seeking further information or clarification from Proposers. A contract will be awarded to the Contractor who provides the most advantageous offer to COTA, with price and other factors considered.

3.8. Funding

The proposed contract shall be funded with local funds.

3.9. Proposal Acceptance

The submitted proposal shall be open for acceptance for ninety (90) days from the proposal opening date. Any proposal submitted pursuant to this solicitation shall constitute an offer based on the terms included herein and shall constitute the contract under which COTA and the Contractor shall perform, unless otherwise modified by mutual agreement of the parties. In no event will changes, amendments, modifications or addendums, written or oral be considered after the Contractor's submission of his/her proposal without the express written consent of COTA's Director of Supply Management.

3.10. Required Review

Proposers should carefully review this solicitation for defects and questionable or objectionable matter. Comments concerning defects and objectionable material must be made in writing to Matthew Miller, Contracts Administrator, at Purchasing@cota.com by November 19, 2020 – 5:00 PM EST. This will allow issuance of any necessary amendments. It will also help prevent the opening of a defective solicitation and exposure of offeror's proposals upon which award could not be made. Protests based on any omission or error, or on the content of the solicitation, will be disallowed if these faults have not been brought to the attention of the Director of Supply Management, in writing at least ten days before the time set for opening.

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3.11. Questions Received Prior to Opening of Proposals

All questions must be in writing and directed to the Procurement office, addressed to the Director of Supply Management. Two types of questions generally arise. One may be answered by directing the question to a specific section of the RFP. These questions may be answered over the telephone. Other questions may be more complex and may require a written amendment to the RFP. The Director of Supply Management will make that decision.

3.12. Alternative Proposals

Alternative proposals (proposals that offer something different than what is asked for) may be rejected.

3.13. Disclosure of Proposal Contents

All proposal information, including detailed price and cost information, will be held in confidence during the evaluation process and prior to the time a notice of intent to award is issued. Thereafter, proposals will become public information.

3.14. Confidentiality of Proposals

Access to government records is governed by the State of Ohio. Except as otherwise required by Ohio law, COTA will be 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 and financial information which an offeror believes should be exempted from disclosure shall be specifically identified and marked as such. Blanket-type identification by designating whole plates 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.

3.15. Subcontractors

No part of the work shall be sublet by the Contractor to another contractor except with the previous written permission and approval of COTA. In case such subletting is approved, the Contractor shall assume full responsibility to COTA for acts or omissions of subcontractor or persons employed by the subcontractor and shall cure any damages sustained by COTA for any performance by said subcontractor.

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3.16. Bid Protest Procedures

General

Protests will only be accepted from interested parties whose direct economic interest would be affected by the award of the contract or refusal to award a contract. The Director of Supply Management will consider all such protests, whether submitted before or after the award of a contract. If oral objections are raised and the matter cannot be resolved to the satisfaction of the objector, a written protest shall be required before any further consideration is given. Notice of any protest and the basis therefore shall be given to all bidders or offerors. Protest submissions should be concise, logically arrange and clearly state the grounds for the protest. Protests must be addressed to the Director of Supply Management and include the following information.

* Name, address and telephone number of protestor.

* Identification of the solicitation or contract number.

* A detailed statement of the legal and factual grounds of protest, including copies ofrelevant documents.

* A statement as to what relief is requested.

All protest documents submitted to the Procurement Department shall be stamped with date and time received and logged into a protest file folder.

Protests Before Award

Protests before award must be submitted as specified below. If the written protest is not received by the time specified, evaluation process shall continue in the normal manner unless the Director of Supply Management, upon investigation finds that remedial action is desirable, in which event such action shall be taken.

The protests addressing the adequacy of Requests for Bids, Requests for Proposals, including without limitation, the pre-award procedure, the Instructions to Bidders, General Terms and Conditions, specifications and statement of work, must be filed at the Procurement Department no later than three (3) days before bid opening date. Thereafter, such issues are deemed waived by all interested parties. Bids received shall not be opened prior to the resolution of the protest unless the Director of Supply Management determines that:

* The items to be procured are urgently required; or

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* Delivery or performance will be unduly delayed by failure to make the awardpromptly; or

* Failure to make prompt award will otherwise cause undue harm to COTA or the stateor federal government.

In addition, when a protest against the making of an award is received, and the Director of Supply Management determines to withhold the award pending disposition of the protest, the bidders whose bids might become eligible for award shall be requested, before expiration of the time for acceptance of their bids, to extend the time for acceptance (with consent of sureties, if any) to avoid the need for re-advertising.

Where a written protest has been filed prior to award, the contract shall not be awarded until five (5) days after the matter is resolved.

If award is made, the Director of Supply Management shall document the file to explain the need for an award and shall give written notice of the decision to proceed with the award to the protestor, and as appropriate, to others concerned.

Protests After Award

Protest against award must be filed with the Procurement Department and within five (5) days immediately following the award. The protest shall be received by the Director of Supply Management. The contractor/awardee shall in any event be furnished with the notice of protest and the basis therefore. Also, when it appears likely that an award may be invalidated and a delay in receiving the supplies or service is not prejudicial to COTA's interest, the Director of Supply Management shall consider a mutual agreement with the contractor to suspend performance on a no-cost basis.

Decision on Protest

The Director of Supply Management shall render his/her decision in writing within fourteen (14) days from the receipt of the written protest and shall provide notice of such decision toall interested parties.

Definitions

a. "Days" refers to working days of the federal government.b. "File or submit" date of receipt by COTA.c. "Interested Party" includes all bidders/offerors that have a substantial economic

interest in a portion of the RFB or RFP.

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3.17. Single Offer, If Received

If only a single offer is received, COTA may require that the bidder the necessary cost or pricing data to enable COTA to perform a cost or price analysis to ensure that the bid price is fair and reasonable. If requested, the Proposer shall provide the cost or price data within five (5) working days of the date requested. COTA reserves the right to reject or accept the bid on the basis of the cost or pricing data.

3.18. Personnel

In submitting their proposals, Proposers are representing that the personnel described in their proposals shall be available to perform the services described, barring illness, accident or other unforeseeable events of a similar nature. Furthermore, all personnel shall be considered to be, at all times, the sole employees of the service provider, under his or her sole discretion, and not employees or agents of COTA.

3.19. Unacceptable Proposals

COTA reserves the right to reject any proposal received from a Proposer that is currently in default on any obligation to COTA, either contractually or financially as a principal or surety, or who has failed to perform faithfully any previous contract with COTA.

3.20. Taxes

COTA is exempt at time of purchase from all sales, excise, and transportation taxes, except State of Ohio gasoline tax. Exemption certificates are available and will be furnished by COTA upon request after Contract award. The price bid shall be exclusive of all such taxes, and will be so construed.

3.21. Authorized Signature

All proposals must be signed by an individual authorized to bind the proposer to the provisions of the RFP. Proposals must remain open and valid for at least ninety (90) days from the opening date.

3.22. Discussions with Proposers

COTA may conduct discussions with proposers for the purpose of clarification. The purpose of these discussions will be to ensure full understanding of the requirements of the RFP and proposal. Discussions will be limited to specific sections and identified by the Director of Supply Management. Discussions will only be held with proposers who have submitted a

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proposal deemed reasonably susceptible for award by the Director of Supply Management. Discussions, if held, will be after initial evaluation of proposals by COTA.

If modifications are made as a result of these discussions, they will be put in writing. Following discussions, the Director of Supply Management may set a time for best and final proposal submissions from those proposers with whom discussions were held. Proposals may be re-evaluated after receipt of best and final proposal submissions.

3.23. Evaluation of Proposals

An evaluation committee made up of COTA staff will evaluate proposals. The evaluation will be based solely on the evaluation criteria set out in Section IV of this RFP.

3.24. Proposal as Part of Contract

Part or all of this RFP and the successful proposer may be incorporated into the contract.

3.25. Additional Terms and Conditions

COTA reserves the right to add terms and conditions during contract negotiations. These terms and conditions will be within the scope of the RFP and will not affect the proposal evaluations.

3.26. Time for Executing Contract and Damages for Failure to Execute

In the event any offeror whose proposal has been accepted shall fail or refuse to execute the Contract as hereinbefore provided, COTA may, at its option determine that such offeror is in breach of the contract and that COTA shall be entitled to damages as provided below.

The damages to COTA for such breach shall be the amount of difference in the total cost between the failed offer and that of the next offer that is most advantageous to COTA plus any expenses involved, including legal fees, in connection with delay in execution of a new contract, as well as any other damages permitted by law.

3.27. Delinquent Personal Property Tax

Each bidder is required to submit with his proposal a statement affirmed under oath that he is not charged at the time the bid was submitted with any delinquent personal property taxes on the general tax list of personal property in Franklin County, Ohio. Bidders shall indicate if applicable, the amount of such due and unpaid delinquent taxes and any due and unpaid penalties and interest thereon. If the statement indicates that the taxpayer was charged with any such taxes, a copy of the statement shall be transmitted to the county treasurer within

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thirty (30) days of the date it is submitted. This statement must be on the form provided by COTA which is attached to this proposal.

3.28. Contract Duration

The contract duration shall be for a period of eighteen (18) months from the date of contract award.

3.29. Exception to Proposal

If there are exceptions to any item or condition set forth in this proposal, said exceptions must be clearly defined in the response to this RFP. Exceptions or deviations to any of the terms and conditions must be submitted in a separate document accompanying offeror’s proposal identified as “Exceptions”. Such exceptions shall be considered in the award process. COTA shall be the sole determiner of the acceptability of any exception.

3.30. No Contact Policy

After the date and time established for receipt of proposals by COTA, any contact initiated by any offeror with any COTA representative, other than Supply Management Department personnel concerning this proposal is prohibited. Any such unauthorized contact will cause the disqualification of the offeror from this procurement transaction.

3.31. Pre-proposal Conference

Not Used.

3.32. Proposal Timeline

The following is COTA’s estimated timeline for the Request for Proposal process. Issue RFP: November 6, 2020 Proposals Due: December 7, 2020 – 2:00 p.m. EST COTA’s Review of Proposals (anticipated): December 8, 2020 through December 17, 2020 Notify Shortlist Firm(s) (anticipated): December 18, 2020 Interview Shortlist Firm(s) (anticipated): Week of January 4, 2022 Issue Notice of Contract Award (anticipated): February 1, 2021

PART II: CONTRACT CLAUSES

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PART II: CONTRACT CLAUSES SECTION II: TERMS AND CONDITIONS

1. Disputes

Except as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract which is not disposed of by agreement shall be decided by COTA, which shall reduce its decision to writing and mail or otherwise furnish a copy of same to the Contractor. COTA's decision shall be final and conclusive unless, within fifteen days from the date of such copy, the Contractor mails or otherwise furnishes to COTA a written notice of appeal.

In the event COTA's decision is the subject of an appeal, such dispute shall be settled by binding arbitration. Pending any binding arbitrative or administrative decision, appeal, or judgment referred to in this article for the settlement of any dispute arising under this Contract, the Contractor shall proceed diligently with the performance of this Contract.

2. Equal Employment Opportunity

COTA is an Equal Opportunity Employer. As such, COTA agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, COTA agrees to comply with the requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications.

The Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof.

A) Nondiscrimination. In accordance with Federal transit law at 49 U.S.C. § 5332, the

Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, sex, disability, or age. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

B) Race, Color, Religion, National Origin, Sex. In accordance with Title VII of the Civil

Rights Act, as amended, 42 U.S.C. § 2000e et seq., and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. §

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2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual orientation and gender identity). Such action shall include, but not be limited to, the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

C) Age. In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§

621-634, U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

D) Disabilities. In accordance with section 504 of the Rehabilitation Act of 1973, as

amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

3. Disadvantaged Business Enterprise (DBE)

In accordance with 23 USC 101(b) and the U.S. Department of Transportation, DBE regulations, 49 CFR Part 26, it is the policy of COTA to utilize ready, willing, and able disadvantaged and small businesses and to use the best efforts possible to level the playing field in the market place ensuring these firms have the opportunity to participate in the procurement process. COTA is required by 49 CFR Part 26 to establish DBE goals annually. COTA has established race conscious and race neutral initiatives in the DBE annual and contract specific goals to provide opportunities in all procurement activities.

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In cases where COTA does not establish a race conscious goal on a contract, COTA fully expects its prime contractors to make good faith efforts to enter into subcontracts with DBEs and small businesses to the maximum extent possible to ensure that COTA meets its annual DBE goal requirement.

4. Contract Termination

COTA may, by written notice to the Contractor, terminate the whole, or any part of, this Contract.

a) Termination for Default. If the Contractor fails to make delivery of the goods or

to perform the services within the time specified herein or any extension thereof, or if the Contractor fails to perform any of the other provisions of this contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms and, in either of these two circumstances, does not cure such failure within a period of ten (10) days after receiving such notice from COTA. Thereafter, COTA may have the work completed and the Contractor shall be liable for any resulting cost to COTA in excess of contract sum.

b) Termination for Convenience. The performance of work under this contract may be terminated in whole or, from time to time, in part by COTA whenever for any reason. COTA shall determine that such termination is in the best interest of COTA. Termination of work hereunder shall be effected by delivery to the Contractor of a Notice of Termination specifying the extent to which performance of work under the contract is terminated and the date upon which such termination becomes effective. COTA will reimburse the contractor, its subcontractors and suppliers as a result of termination of this contract.

c) Termination for Funding

Should funding for this contract be discontinued, COTA shall have the right to terminate the contract immediately upon written notice to Contractor.

5. Covenant Against Contingent Fees

The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business.

For breach or violation of this warranty, COTA shall have the right to annul this Contract without liability or, at its discretion, to deduct from the contract price or consideration or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee.

6. Indemnifications

The Contractor agrees that during the term of this contract, it shall defend, indemnify, and save harmless COTA, its officers, employees, agents, and Board of Trustees from any and all liability claims, suits, actions, damages, costs or other consequences resulting from any act, omission or negligence of, or chargeable to the Contractor, or any employee thereof arising under and pursuant to this contract.

7. Laws of Ohio

The rights and duties of the parties hereto shall be determined by the laws of the State of Ohio, and to that end the contract shall be considered as a contract made and to be performed in the City of Columbus and the State of Ohio.

8. State Industrial Compensation

The Contractor shall comply with the state law known as the Workers Compensation Act, Chapter 4123, Ohio Revised Code, or such similar statute in force in the jurisdiction in which the work is performed, and shall, if required, pay into the State Insurance Fund the necessary premiums required by that Act to cover all employees furnishing the services purchased under the terms of this contract and under the control of the Contractor, and shall relieve COTA from any costs due to accidents or other liabilities, mentioned in said Act. If the Contractor is a self-insurer under the Ohio Workers Compensation Act, and duly authorized as such by the Industrial Commission of Ohio, it shall tender to COTA proof of such status. The Contractor shall tender to COTA a certificate evidencing its compliance with the Workers Compensation Act prior to contract execution.

9. Status of the Contractor

The Contractor shall be and remain an Independent Contractor with respect to all services performed hereunder and agrees to and does hereby accept full and exclusive liability for the payment of any and all contributions or taxes for Social Security, unemployment insurance, or old age retirement benefits, pensions, or annuities now or hereafter imposed under any state or federal law which are measured by the wages, salaries, or other remuneration paid to persons employed by the Contractor on work performed under the

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terms of this contract and further agrees to obey all lawful rules and regulations and to meet all lawful requirements which are now or hereafter may be issued or promulgated under said respective laws by any duly authorized state or federal officials, and said Contractor also agrees to indemnify and save harmless COTA from any such contributions or taxes or liability therefore.

The contractor shall be and remain an Independent Contractor for all personal services supplied under this contract, if any. As an Independent Contractor, COTA does not consider Contractor a public employee and will not make contributions to the Ohio Public Employee Retirement System (OPERS) on Contractor’s behalf. If Contractor provides personal services under this contract, Ohio law requires that Contractor acknowledge, in writing, that it has been informed of its status as an Independent Contractor or other classification other than public employee for the services described in this contract and contributions to OPERS will not be made on Contractors behalf for these services.

10. Liability Insurance

The Contractor shall purchase and maintain, from insurance companies and in a form acceptable to COTA, insurance of types and amounts not less than the following:

A. Workers Compensation - Statutory Limit B. Comprehensive General Liability - $1,000,000 Combined

Personal Injury/Property Damage - Single Limit C. Comprehensive Automobile Liability - $1,000,000 Combined

Personal Injury/Property Damage - Single Limit D. Errors and Omissions - $1,000,000

Contractor shall name COTA as an additional insured and furnish certificates of insurance to COTA with proposal.

11. Compliance with Laws

The Contractor agrees that it will comply with all federal, state, municipal and local laws, rules and regulations that may be applicable to this Contract.

12. Assignment

The Contractor shall not assign, transfer, convey, subcontract, or otherwise dispose of this Contract or his right, title to, interest in the contract or any part thereof without previous consent in writing of COTA endorsed hereon or attached hereto. If the Contractor does not obtain consent in writing from COTA prior to assignment of this contract, any such assignment shall be considered void.

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13. Notification of Material Changes in Business

Contractor agrees that if it experiences any material changes in its business including, without limitation, a reorganization, refinancing, restructuring, leveraged buyout, bankruptcy, loss of key personnel, etc., it agrees to immediately notify COTA's Director of Supply Management of the changes. Contractor also agrees to immediately notify the Director of Supply Management of any condition which may jeopardize the scheduled delivery or fulfillment of Contractor's contractual obligations to COTA.

14. Manner of Performance

The Contractor represents that it has the requisite expertise, ability and legal right to render the services and will perform the services in an efficient manner. Each of Contractor's employees performing services will have the expertise to perform assigned services in an efficient manner.

15. Confidentiality

In the course of this Agreement, it is anticipated that the Contractor will learn information that COTA regards as confidential or proprietary. The Contractor will keep confidential this information and any other information which Contractor may acquire with respect to COTA's business, unless and until COTA consents to disclosure, or unless such knowledge and information otherwise becomes generally available to the public through no fault of Contractor.

16. Conflicts in Contract Documents

If the provisions of any Contract document conflict with the provisions of any other Contract document, either specifically or as to intent, the provisions of the Terms and Conditions shall control.

17. Duty to Inform

If at any time during the performance of this Contract, the Contractor becomes aware of actual or potential problems, fault or defect in the project or any nonconformance with any contract document, State, or local law, rule, or regulation, the Contractor shall give immediate written notice thereof to COTA's Director of Supply Management.

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18. Changes in the Work

If it becomes necessary or desirable to modify this contract and the scope of work herein contained in a manner not materially affecting the substance thereof, or to make changes by altering, adding to or deducting from the work, or to add correlated work not previously covered by the contract to the work to be done under the contract, COTA may, by an order in writing, order such changes to be made, and the changes shall be made accordingly. Should any change increase or decrease or affect the amount, character or time for performance of the work, Contractor’s compensation and/or time for performance shall be adjusted accordingly.

19. Prohibited Interest

No member, officer, trustee, or employee of COTA or of a local public body during his/her tenure or one year thereafter shall have any interest direct or indirect, in this Contract or the proceeds thereof.

20. Payment

COTA shall be invoiced within thirty (30) days upon receipt and written acceptance by

COTA of the services and products provided within this contract at the prices set forth in Contractor’s offer. Invoice shall include a statement identifying quantity, description and cost of each service purchased, as well as any other detail necessary to determine the reasonableness of the subject invoice.

21. Ownership of Documents

COTA retains ownership of all plans, specifications, and related documents.

22. Warranty

Contractor warrants that all service performed hereunder will be performed in a good, professional, workmanlike, and competent manner, in conformity with all applicable professional standards and the requirements of this contract.

23. Prompt Payment

Notwithstanding any other payment clause in this contract, COTA will make invoice payments under the terms and conditions specified in this clause. Payment shall be considered as being made on the day a check is dated or on the date of an electronic funds transfer. All days referred to in this clause are calendar days, unless otherwise specified. Prime contractors are required to pay subcontractors within fifteen (15) days from receipt of payment from COTA.

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Prime contractors are required to include prompt payment provisions in their contracts with subcontractors. Any delay or postponement of payment may only take place for good cause, with prior approval from COTA’s Director of Supply Management. When payment disputes occur, prime contractors and subcontractors will be required to use appropriate Alternative Dispute Resolution (ADR) mechanisms to settle disputes. COTA will participate in the resolution if necessary.

Failure to comply with prompt payment requirements will be considered as breach of contract and will cause the following to occur:

a) COTA will not reimburse prime contractors for work performed by

subcontractors unless and until the prime contractor ensures that the subcontractors are promptly paid for the work they have performed.

b) COTA will not award future contracts to prime contractors who refuse to pay promptly.

24. Force Majeure

Performance of this Contract shall be pursued with the diligence in all requirements hereof; however, neither party shall be liable for any loss or damage for delay or nonperformance due to causes not reasonably within its control. In the event of any delay resulting from such causes the time for performance and payment hereunder shall be executed for a period of time reasonably necessary to overcome the effect of such delays. In the event of any delay or nonperformance caused by such uncontrollable forces, the party affected shall promptly notify the other in writing of the nature, cause, date of commencement thereof and the anticipated extent of such delay, and shall indicate whether it is anticipated that the completion dates would be affected thereby. 25. Severability

The parties agree that if any part, term, or provision of this agreement is held by any court to be illegal, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the agreement did not contain the particular provisions held to be invalid. If any provision of this agreement are in conflict with any federal law, rule or regulation or with any law, rule, regulation or statutory provision of the State of Ohio, the conflicting provision shall be deemed inoperative and null and void insofar as they maybe in conflict, and shall be deemed modified to conform to lawful provisions, so as to give them as much effect as legally possible.

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26. Extent of Agreement

This contract contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this contract shall be deemed to exist or to bind any of the parties hereto.

27. Excusable Delays

(a) Except for defaults of subcontractors at any tier, the contractor shall not be in default because of any failure to perform this contract under its terms if the failure arises from causes beyond the control and without the fault or negligence of the Contractor. Examples of these causes are (1) acts of God or of the public enemy, (2) acts of COTA in either its sovereign or contractual capacity, (3) fires, (4) floods, (5) epidemics, (6) quarantine restrictions, (7) strikes, (8) freight embargoes, an (9) unusually severe weather.

In each instance, the failure to perform must be beyond the control and without the fault or negligence of the Contractor. "Default" includes failure to make progress in the work so as to endanger performance.

(b) If the failure to perform is caused by the failure of a subcontractor at any tier to perform or make progress, and if the cause of the failure was beyond the control of both the Contractor and Subcontractor, and without the fault or negligence of either, the Contractor shall not be deemed to be in default, unless-

(1) The subcontracted supplies or services were obtainable from other sources (2) The Director of Supply Management ordered the Contractor in writing to

purchase these supplies or services from the other source; and (3) The Contractor failed to comply reasonably with this order.

(c) Upon request of the Contractor, the Director of Supply Management shall ascertain the facts and extend of the failure. If the Director of Supply Management determines that any failure to perform results from one or more of the causes above, the delivery schedule shall be revised, subject to the rights of COTA under the termination clause of this contract.

28. Non-Discrimination Assurance

The Contractor and subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of the contract. Failure to carry out these requirements is a material breach of this contract which may result in the termination of this contract or such other remedy as COTA deem appropriate. This clause must also be included in the contractors subcontract agreements.

29. Incorporation of Federal Transit Administration (FTA) Terms

These provisions include, in part, certain Standard Terms and Conditions required by the Department of Transportation (DOT), whether or not expressly set forth in the contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a

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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 COTA requests which would cause COTA to be in violation of the FTA terms and conditions.

30. Energy Conservation The Contractor and all of its subcontractors 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 (42 USC Section 6321, et seq.).

31. No Government Obligation To Third Parties COTA and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to COTA , 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.

32. Program Fraud And False or Fraudulent Statements and Related Acts 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. § 53, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5323(l) on the Contractor, to the extent the Federal Government deems appropriate.

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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.

33. Access To Records And Reports

a) Record Retention. The Contractor will retain, and will require its subcontractors of

all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, sub-agreements, leases, subcontracts, arrangements, other third party agreements of any type, and supporting materials related to those records.

b) Retention Period. The Contractor agrees to comply with the record retention

requirements in accordance with 2 C.F.R. § 200.333. The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto.

c) Access to Records. The Contractor agrees to provide sufficient access to FTA and

its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required.

d) Access to the Sites of Performance. The Contractor agrees to permit FTA and its

contractors access to the sites of performance under this contract as reasonably may be required.

34. Federal Changes

Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract.

35. Fly America

A) Definitions. As used in this clause—

i. “International air transportation” means transportation by air between a

place in the United States and a place outside the United States or between two places both of which are outside the United States.

ii. “United States” means the 50 States, the District of Columbia, and outlying areas.

iii. “U.S.-flag air carrier” means an air carrier holding a certificate under 49 U.S.C. Chapter 411.

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B) When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 40118) (Fly America Act) requires contractors, recipients, and others use U.S.-flag air carriers for U.S. Government-financed international air transportation of personnel (and their personal effects) or property, to the extent that service by those carriers is available.

C) It requires the Comptroller General of the United States, in the absence of satisfactory proof of the necessity for foreign-flag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for international air transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services.

D) If available, the Contractor, in performing work under this contract, shall use U.S.-

flag carriers for international air transportation of personnel (and their personal effects) or property.

E) In the event that the Contractor selects a carrier other than a U.S.-flag air carrier for

international air transportation, the Contractor shall include a statement on vouchers involving such transportation essentially as follows:

Statement of Unavailability of U.S.-Flag Air Carriers

International air transportation of persons (and their personal effects) or property by U.S.-flag air carrier was not available or it was necessary to use foreign-flag air carrier service for the following reasons. See FAR § 47.403. [State reasons]:

_____________________________________________

(End of statement)

F) The Contractor shall include the substance of this clause, including this paragraph

(e), in each subcontract or purchase under this contract that may involve international air transportation.

36. Debarment, Suspension, Ineligibility And Voluntary Exclusion

The Contractor shall comply and facilitate compliance with U.S. DOT regulations, “Non-procurement Suspension and Debarment,” 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) “Guidelines to Agencies on Government-wide Debarment and Suspension (Non-procurement),” 2 C.F.R. part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be:

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a) Debarred from participation in any federally assisted Award; b) Suspended from participation in any federally assisted Award; c) Proposed for debarment from participation in any federally assisted Award; d) Declared ineligible to participate in any federally assisted Award; e) Voluntarily excluded from participation in any federally assisted Award; f) Disqualified from participation in ay federally assisted Award.

37. Safe Operations of Motor Vehicles

A. Seat Belt Use. The Contractor is encouraged to adopt and promote on-the-job

seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company-rented vehicles, or personally operated vehicles. The terms “company-owned” and “company-leased” refer to vehicles owned or leased either by the Contractor or COTA.

B. Distracted Driving. The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contractor owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the work performed under this agreement

38. Clean Air Act And Federal Water Pollution Control Act

The Contractor agrees:

A) It will not use any violating facilities:

B) It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;”

C) It will report violations of use of prohibited facilities to FTA; and

D) 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).

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PART III: SCOPE OF WORK

SCOPE OF WORK

OWNERS REPRESENTATIVE AND ESTIMATING SUPPORT SERVICES FOR THE RENOVATION OF THE MCKINLEY AVENUE FACILITY (PHASE 3C)

Introduction Through this Request for Proposals (RFP), the Central Ohio Transit Authority (COTA or Owner) is soliciting competitive, sealed Proposals for Owners Representative (Representative) and Estimating Support Services for the Renovation of the McKinley Avenue Facility (Phase 3C). The Project is anticipated to include, in summary, general site improvements, exterior building improvements, major interior renovations, as well as a reconfiguration of the parking areas at the SW corner of the site. Please refer to the attached Programming Report, Attachment “A” for more details on scope and preliminary concept site and floor plans. This report is preliminary and information contained in it is going to change as design progresses. COTA intends to issue one (1) contract for both Owners Representative and Estimating Support Services pursuant to this RFP. COTA may issue two (2) separate contracts (one (1) contract for Owners Representative Services and one (1) contract for Estimating Support Services) if it is deemed to be in the best interest of COTA. COTA will not consider a proposal responsive to this RFP from any person or entity that currently holds a contract with COTA pursuant to RFQ #2011-05 and RFP #2020-03.

1) Owner’s Representative The representative shall serve as an extension to COTA and a liaison between COTA and the Construction Manager (CM-at-Risk Contractor). The CM-At-Risk Contractor will manage each stage of the project on a daily basis. The Representative must ensure that COTA's best interests are carried out safely and as specified, on time, and according to the approved budget. The Representative will stay in constant contact with COTA and report on project issues and progress. The representative will be reporting directly to COTA’s Senior Project Manager, and the Senior Director of Capital Projects, COTA Development Division. The Representative will be monitoring (not managing - which is the CM-At-Risk Contractor’s duty) various tasks associated with the project. Some of these tasks include, but are not limited to ensuring that the project scope is carried out according to the approved budget, monitoring project safety, and confirming specified quality. The representative shall offer their expertise and prudent judgment to ensure the project’s overall success.

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The representative must have hands-on experience and skills that can be applied to each phase of the project. They must provide the Owner with technical knowledge to keep COTA ahead of events which will enable COTA to make informed and timely decisions. A. General Outline of Owners Representative Services

• Single point of contact between COTA, CM-At-Risk Contractor, and A/E Contractor

• Represent the owner at key meetings

• Monitor the project schedule and budget

• Ensure quality assurance/quality control/Safety

• Monitor and coordinate construction to ensure Zero disruptions of COTA Transit Operations

• Provide monthly reporting

• Facilitate issue resolution

• Analyze constructability

• Provide comprehensive monitoring and coordination of all project activities

• Monitor and track overall project master schedule

• Monitor schedule performance and identify long lead items to Assist on project coordination meetings

• Assist in the Development of a management plan for communications and approvals

• Identify opportunities for cost savings

• Assist with obtaining regulatory approvals

• Assist in the review and prepare payment recommendations for all invoices

• Assist COTA to establish a comprehensive project budget. Track expended and anticipated project costs against the budget on an ongoing basis

• Coordination with A/E Contractor and CM-At-Risk Contractor

Construction / Project Oversight • Monitor on-site construction activities on a daily basis

• Assist with change order Negotiation and payment amounts

• Expedite development of schedule recovery strategies

• Conduct and document project coordination meetings

• Resolve disputes quickly and informally

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• Coordinate formal dispute resolution actions

• Distribute monthly Project progress reports

• Maintain project documentation

• Contract Negotiation & Administration

• Monitor Project Budget and Schedule

• Quality Assurance/Quality Control

• Review and implement project safety plan

• On-site Project Oversight

Project Close-Out • Expedite substantial completion and final inspections

• Monitor correction of punch list items

• Review contractor and vendor submission of all required documents

• Coordinate transfer of property operation to Owner

• Schedule and assist with move-in activities

• Oversee Project Close-Out

• Secure Project Sign-Off

Solutions Management • Address Project Issues

• Provide Recommendations and Solutions to COTA

Project Documentation • Provide input for and review Executive Summary Reports

B. Duration

The duration will be for approximately eighteen (18) months, which will include a sixteen (16) month construction period and a two (2) month period for project close-out. It is anticipates that construction activities will begin on or around May 1, 2021. The Owners Representative must be on-site at the project location for the duration of construction and project close-out.

C. Estimated Budget

• The estimated level of effort associated with this service is $470,000 - $698,000

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2) Estimating and Guaranteed Maximum Price (GMP) Negotiation Support Services

COTA is seeking the services of a highly qualified consulting/engineering firm to perform professional Estimating Services. This firm will provide independent cost estimates for the Renovation of the McKinley Avenue Facility (Phase 3C). The selected estimating firm will provide two (2) detailed and accurate cost estimates for the project at the 95% and 100% Construction Documentation stage. The selected consultant will assist COTA’s staff with the negotiations and final acceptance of the Guaranteed Maximum Price (GMP) for the project with its selected CM-at-Risk Contractor. The overall Project estimate is approximately $55,000,000. All firms wishing to be considered for selection must have previous, demonstrable experience in providing accurate estimates of commercial projects of similar size and complexity with a particular focus on transit facilities with vehicular storage and maintenance operations. Duration

• It is estimated that it will take four (4) weeks for preparation of the 95% Construction Documentation stage

• It is estimated that it will take four (4) weeks for preparation of the 100% Construction Documentation stage

Estimated Budget

• The estimated level of effort associated with this service is $55,000 - $78,600

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PART IV: PROPOSAL SUBMISSION

PART IV: PROPOSAL SUBMISSION Section 1. Title Page 1.1.1 The title page should reflect the Request for Proposal subject, name of the firm,

telephone number, and contact person. Section 2. Letter of Transmittal

2.1.1 A letter of transmittal must be submitted with an offeror's proposal. The letter must

include the following: a) A statement of the offeror's understanding of the services required by the

Request for Proposal and scope of services. b) The names of the persons who are authorized to make representations on behalf

of the offeror (include their title, address, telephone number, and e-mail address. c) A statement that the individual who signs the transmittal letter is authorized to

bind the offeror to a contract with COTA. Section 3. Evaluation Criteria Defined

3.1.1. These criteria to be used in the evaluation of qualifications for development of the

short list of those offerors to be considered for interviews and/or potential negotiations. Offerors are required to address each evaluation criteria in the order listed and to be specific in presenting their qualifications. Offerors shall structure their proposal response so that it contains tabs, sections pertaining to the following areas.

Section 4. Qualifications, Experience and References

4.1.1. Provide a discussion on your firm’s history, background, and experience as it pertains to providing Owner Representative and Estimating Support Services.

4.1.2. Provide a discussion of your firm’s capabilities, including information on

facilities, staff, and your ongoing projects and contracts. 4.1.3 Provide the address, Telephone number, and email address of the office/offices

from which the services will be provided. 4.1.4. Provide references from a minimum of five (5) organizations who have received

services similar to those described in Part III of this RFP and who can speak to your ability to complete projects meeting job criteria within time and budget constraints. References must include a project name, project budget, organization name, address, contact person, telephone number and email address.

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4.2. Understanding of Project 4.2.1. Provide a detailed narrative on your firms understanding of COTA's requirements for

Owner Representative Services and the proposed approach to fulfilling these requirements.

4.2.2. Provide a detailed narrative on your firms understanding of COTA's requirements for

Estimating Support Services and the proposed approach to fulfilling these requirements.

4.3. Project Personnel

4.3.1. Provide a detailed resume for the Owners Representative that will be assigned to

this project. 4.3.2. Provide a detailed resume for the lead Estimator that will be assigned to this project. 4.3.3. Provide a brief resume of key people who will be providing services to COTA for the

resulting contract. Include the length of time key personnel have been with the firm. This information should also be provided for any proposed sub-consultants (if applicable).

4.4. Pricing

4.4.1. Provide the fixed-fee monthly rate for providing Owners Representative Services.

Please note that this fee should include all costs associated with providing this service.

4.4.2. Provide the hourly rate that will be charged to COTA for Estimating Support

Services. Please note that this rate should include all costs associated with providing this service.

4.4.3. Provide the fixed-fee monthly rate for providing both Owners Representative and

Estimating Support Services. Please note that this fee should include all costs associated with providing these services.

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4.5 Standard Proposal Award Process

a. Interviews with short list firms COTA may elect to conduct WebEx interviews with responsible proposers who submit proposals determined to be on the short list. The purpose of these discussions will be to clarify and assure Proposer’s full understanding of, and responsiveness to, the solicitation requirements. Proposers reasonably eligible for being selected for award shall be afforded fair and equal treatment with respect to any opportunity for discussion and revision of proposals. In conducting these discussions, COTA may not disclose information derived from proposals submitted by competing proposers

b. Right to Negotiate

After COTA’s completion of the evaluation process, including any interviews held with Proposers during the evaluation process, COTA will conduct cost negotiations with the most qualified offeror. Failing agreement on price, negotiations will begin with the next most qualified offeror until a negotiated agreement is reached which COTA considers to be fair and reasonable.

c. Failure to Negotiate

If a selected Proposer fails to provide the information required to begin negotiations in a timely manner; or fails to negotiate in good faith; or indicates they cannot perform the contract within the budgeted funds available for the project; or, if a selected Proposer and COTA after a good faith effort simply cannot come to terms, COTA may terminate negotiations with that particular Proposer and commence negotiations with any other proposer.

4.6 Summary of Proposal Requirements

Proposers MUST submit One (1) copy of its Proposal. The proposal shall be organized in conformity with Part IV.

Proposers are also required to include Attachment A, Non-Collusion Affidavit; Attachment B, Certification Regarding Delinquent Taxes; Attachment C, Nondiscriminatory Certification; Attachment D, Certification Regarding Debarment, Suspension and Other Responsibility Matters; Attachment E, Certification of Restrictions on Lobbying; Attachment F, Conflict of Interest Affidavit; Attachment G, Acknowledgement of Addendum Receipt; DBE Forms from Section VI.

Although all material will be considered by COTA in the selection process, the primary basis for evaluation shall be the documents specified in the Proposal Submission of this RFP.

Proposals received by the due date will be reviewed by a selection committee composed of representatives from COTA. COTA may conduct WebEx interviews to determine the prospective contractor’s performance capability under the terms of the proposed Contract.

COTA reserves the right to award a contract based on submittals alone.

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The Proposer is responsible for all costs associated with the preparation and submittal of its proposal. If pre-printed materials are submitted such as brochures, the pertinent information (i.e. information that specifically addresses the requirements described previously should be highlighted, underlined or circled).

4.7 Proposal Evaluation Criteria

Although all material submitted will be considered by COTA in the selection process, the primary basis for evaluation shall be the documents and information specified in part IV of this RFP.

Significant criteria for evaluation includes the following, in descending order of importance:

Project Personnel Understanding of Project Qualifications, Experience and References Pricing WebEx Interview, if Applicable

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PART V: PROPOSAL FORMS

ATTACHMENT A

NON-COLLUSION AFFIDAVIT

NOTE: EACH BIDDER SHALL FURNISH THIS AFFIDAVIT, PROPERLY EXECUTED AND CONTAINING ALL REQUIRED INFORMATION, WITH HIS/HER BID.

IF YOU FAIL TO COMPLY, YOUR BID WILL NOT BE CONSIDERED.

NAME____________________________________________________________

being first duly sworn deposes and says:

Individual Only: That he/she is an individual doing business under the name of _________________________________________________________at ____________________________________, in the City of ________________________________________________________, State of _________________________________________________.

Partnership Only: That he/she is the duly authorized representative of a partnership doing business under the name of_________________________________________________________ at _________________________________ in the City of _________________________________________________________, State of _________________________________________________.

Corporation Only: That he/she is the duly authorized, qualified and acting ____________________________________________ of_________________________________, a corporation organized and existing under the laws of the State of ___________________________, and that he/she, said partnership or said corporation, is filing herewith a proposal or bid to the Central Ohio Transit Authority in conformity with the foregoing specifications.

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Individual Only: Affiant further says that the following is a complete and accurate list of the names and addresses of all persons interested in said proposed contract: ________________________________________________________.Affiant further says that he/she is represented by the following attorneys: __________________________________________________________________________________________________________________ and is also represented by the following resident agents in the City of Columbus: __________________________________________________________________________________________________________________.

Partnership Only: Affiant further says the following is a complete and accurate list of the names and addresses of the members of said partnership: _________________________________________________________ _________________________________________________________ _________________________________________________________

. Affiant further says that said partnership is represented by the following attorneys:__________________________________________________________________________________________________________________ And is also represented by the following resident agents in the City of Columbus: __________________________________________________________________________________________________________________.

Corporation Only: Affiant further says that the following is a complete and accurate list of the officers, directors and attorneys of said corporation: President: ________________________________________________ Directors: ________________________________________________ Vice President: ____________________________________________ Secretary: _______________________________________________ Treasurer: _______________________________________________ Local Manager or Agent: ___________________________________ _________________________________________________________ Attorneys: _______________________________________________ _________________________________________________________ and that the following officers are duly authorized to execute contracts on behalf of said corporation: __________________________________________________________________________________________________________________ ________________________________________________________.

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Affiant further says that the proposal or bid filed herewith is not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization or corporation; that such bid is genuine and not collusive or sham; that said bidder has not, directly or indirectly, induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly, colluded, conspired, connived or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that said bidder has not in any manner, directly or indirectly, sought by agreement, communication or conference with anyone to fix the bid price of said bidder or of any other bidder, or to fix any overhead, profit, or cost element of such bid price or that of any other bidder, or to secure any advantage against the Central Ohio Transit Authority, or anyone interested in the proposed contract; that all statements contained in such bid are true; that said bidder has not directly or indirectly, submitted his price or any breakdown thereof or the contents thereof, or divulged information or data relative thereto, or paid or agree to pay, directly on indirectly, any money or other valuable consideration for assistance or aid rendered or to be rendered in procuring or attempting to procure the contract above referred to, or any corporation, partnership, company, association, organization, or to any member or agent thereof, or to any other individuals, except to such persons as herein above disclosed to have a partnership or other financial interest with said bidder in his general business; and further that said bidder will not pay or agree to pay, directly or indirectly, any money or other valuable consideration to any corporation, partnership, company, association, organization or to any member or agent thereof, or to any other individual, for aid or assistance in securing contract above referred to in the event the same is awarded to:

(Name of Individual, Partner or Corporation)

Further, affiant sayeth naught.

__________________________________________ Signature

STATE OF ______________________________ SS:

COUNTY OF ____________________________

Sworn to before me and subscribed in may presence this _______ day of ______________________, 20_____.

(SEAL)

__________________________________________ Notary Public __________________________________________ Commission Expiration Date

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ATTACHMENT B

CERTIFICATION REGARDING DELINQUENT TAXES Bidder hereby certifies that it is/is not (cross one out), as of the date of the submission of this bid, charged with any delinquent personal property taxes on the general tax list of Franklin County, Ohio. The bidder certifying in the above paragraph that it is charged with delinquent taxes on the general tax list also certifies that the following amounts are due and payable: __________________________ Taxes * __________________________ Penalty * __________________________ Interest * __________________________ Total * ____________________________________ Authorized Signature ____________________________________ Title ____________________________________ Company STATE OF ________________________ SS: COUNTY OF ______________________ Sworn to before me and subscribed in my presence this _____ day of ____________________, 20_____. (SEAL) ____________________________________ Notary Public ____________________________________ Commission Expiration Date * Mark “N/A” if not applicable.

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ATTACHMENT C

NONDISCRIMINATORY CERTIFICATION In connection with the carrying out of any contract the Contractor hereby certifies they shall not discriminate against any employee or applicant for employment because of sex, religion, race, color or national origin. The Contractor will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their sex, race, religion, color or national origin. Such action shall include but not be limited to the following employment, upgrading, demotion, transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation, and selection for training, including apprenticeship. ______________________________________________ Authorized Signature ______________________________________________ Title ____________________________________________ Company Name ___________________________________________ Address STATE OF ______________________________ SS: COUNTY OF ____________________________ Sworn to before me and subscribed in my presence this __________ day of ___________________, 20_____. (SEAL) ____________________________________________ Notary Public

___________________________________________

Commission Expiration Date

V-3

ATTACHMENT D

CERTIFICATION REGARDING, DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS

1. By signing and submitting this bid or proposal, the prospective Lower Tier Participant is

providing the signed certification set out below. 2. The certification in this clause is a material representation of fact upon which reliance was

placed when this transaction was entered into. If it is later determined that the prospective Lower Tier Participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government and COTA may pursue available remedies, including suspension and/or debarment.

3. The prospective Lower Tier Participant shall provide immediate written notice to COTA 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”, “lower tier 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 CFR Part 29).

5. The prospective lower tier participant agrees by submitting this proposal that, should the

proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized in writing by COTA.

6. The prospective Lower Tier Participant further agrees by submitting this proposal that it will

include the clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction”, without modification, in all Lower Tier covered transactions and in all solicitations for lower tier covered transaction.

7. A participant in a covered transaction may rely upon a certification of a prospective participant

in a Lower Tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the non-procurement list issued by U.S. General Service Administration.

V-4

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 5 of these instructions, if a participant in a

covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to all remedies available to the Federal Government, COTA may pursue available remedies including suspension and/or debarment.

____________________________________ Authorized Signature

____________________________________ Title

____________________________________ Company Name

____________________________________ Date

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ATTACHMENT E CERTIFICATION

OF RESTRICTIONS ON LOBBYING

The undersigned hereby certifies on behalf of _________________________________________________________________ that: (Name of Bidder) (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the

undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any

person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

(3) The undersigned shall require that the language of this certification be included in the

award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance is placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a penalty of not less than $10,000 and not more than $100,000 for each such failure. Executed this _________ day of _____________________, 20_____. Name of Bidder _________________________________________________ Address _______________________________________________________ City, State, Zip __________________________________________________ Signature of Authorized Official ____________________________________ Title of Official __________________________________________________ Telephone ________________________Fax____________________________

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ATTACHMENT F

ACKNOWLEDGEMENT OF ADDENDUM RECEIPT

The undersigned acknowledges receipt of the following amendments to the documents: Amendment No. __________________________ Dated _________________________ Amendment No. __________________________ Dated _________________________ Amendment No. __________________________ Dated _________________________ Failure to acknowledge receipt of all amendments may cause the proposal to be considered nonresponsive to the solicitation. Acknowledge receipt of each amendment must be clearly established and included with the offer.

NAME

TITLE

COMPANY

DATE

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ATTACHMENT G

DECLARATION REGARDING MATERIAL ASSISTANCE/ NONASSISTANCE TO A

TERRORIST ORGANIZATION

This form serves as a declaration of the provision of material assistance to a terrorist organization or organization that supports terrorism as identified by the U.S. Department of State Terrorist Exclusion List (see the Ohio Homeland Security Division website for a reference copy of the Terrorist Exclusion List). Any answer of “yes” to any question, or the failure to answer “no” to any question on this declaration shall serve as a disclosure that material assistance to an organization identified on the U.S. Department of State Terrorist Exclusion List has been provided. Failure to disclose the provision of material assistance to such an organization or knowingly making false statements regarding material assistance to such an organization is a felony of the fifth degree. For the purposes of this declaration, “material support or resources” means currency, payment instruments, other financial securities, funds, transfer of funds, and financial services that are in excess of one hundred dollars, as well as communications, lodging, training, safe houses, false documentation or identification, communications equipment, facilities, weapons, lethal substances, explosives, personnel, transportation, and other physical assets, except medicine or religious materials. LAST NAME FIRST NAME MIDDLE

INITIAL

HOME ADDRESS

COMPLETE THIS SECTION ONLY IF YOU ARE A COMPANY, BUSINESS OR ORGANIZATION

V-7

CITY STATE ZIP COUNTY

HOME PHONE WORK PHONE

BUSINESS/ORGANIZATION NAME BUSINESS ADDRESS CITY STATE ZIP COUNTY

PHONE NUMBER

DECLARATION In accordance with division (A)(2)(b) of section 2909.32 of the Ohio Revised Code

For each question, indicate either “yes” or “no” in the space provided. Responses must be truthful to the best of your knowledge.

1. Are you a member of an organization on the U.S. Department of State Terrorist Exclusion list?

Yes No

2. Have you used any position of prominence you have with any country to persuade others to support an organization on the U.S. Department of State Terrorist Exclusion list?

Yes No

3. Have you knowingly solicited funds or other things of value for an organization on the U.S. Department of State Terrorist Exclusion List?

Yes No

4. Have you solicited any individual for membership in an organization on the U.S. Department of State Terrorist Exclusion List?

Yes No

5. Have you committed an act that you know, or reasonably should have known, affords “material support or resources” to an organization on the U. S. Department of State Terrorist Exclusion List?

Yes No 6. Have you hired or compensated a person you knew to be a member of an organization on

the U.S. Department of State Terrorist Exclusion List, or a person you knew to be engaged in planning, assisting, or carrying out an act of terrorism?

Yes No

V-7a

In the event of a denial of a government contract or government funding due to a positive indication that material assistance has been provided to a terrorist organization, or an organization that supports terrorism as identified by the U.S. Department of State Terrorist Exclusion List, a review of the denial may be requested. The request must be sent to the Ohio Department of Public Safety’s Division of Homeland Security. The request forms and instructions for filing can be found on the Ohio Homeland Security Division website.

CERTIFICATION

I hereby certify that the answers I have made to all of the questions on this declaration are true to the best of my knowledge. I understand that if this declaration is not completed in its entirety, it will not be processed and I will be automatically disqualified. I understand that I am responsible for the correctness of this declaration. I understand that failure to disclose the provision of material assistance to an organization identified on the U.S. Department of State Terrorist Exclusion List, or knowingly making false statements regarding material assistance to such an organization is a felony of the fifth degree. I understand that any answer of “yes” to any question, or the failure to answer “no” to any question on this declaration shall serve as a disclosure that material assistance to an organization identified on the U.S. Department of State Terrorist Exclusion List has been provided by myself or my organization. If I am signing this on behalf of a company, business or organization, I hereby acknowledge that I have the authority to make this certification on behalf of the company, business or organization referenced on page 1 of this declaration. X _______________________ Signature Date

V-7b

ATTACHMENT H

CERTIFICATION OF COMPLIANCE WITH SECTION 3517.13 OF THE OHIO REVISED CODE

The individual listed as the signatory of this certification is a duly appointed representative of the named entity and as such is authorized to sign this certification as an individual or as a representative of __________________________________________________ for a contract for (name of entity) ________________________________________________________________ (type of product or service) to be let by the Central Ohio Transit Authority (COTA) who, makes the following statement with respect to prohibited activities constituting a conflict of interest or other violations under Ohio Revised Code Section 3517.13, and further states that the undersigned has the authority to make the following representation on behalf of himself or herself or of the business entity: 1. That none of the following individually, if awarded a contract for the purchase of goods or

services in excess of $500, will make, beginning on the date the contract is awarded and extending until one year following the conclusion of the contract, as an individual, one or more campaign contributions totaling in excess of $1,000, to any member of COTA or their individual campaign committees:

a. Sole proprietor b. Any partner or owner or shareholder of the partnership (if applicable); c. Any owner of more than %20 of the corporation or business trust (if applicable); d. Each spouse of any person identified in (a) through (c) of this section; e. Each child seven years of age to seventeen years of age of any person identified in

divisions (a) through (c) of this section (only applicable to contributions made on or after January 1, 2007).

2. That none of the following have collectively made since April 4, 2007, and that, if awarded a contract for the purchase of goods or services in excess of $500, none of the following will collectively make, beginning on the date the contract is awarded and extending until one year following the conclusion of the contract, one or more campaign contributors totaling in excess of $2,000, to any member of COTA or their individual campaign committees:

a. Sole proprietor b. Any partner or owner or shareholder of the partnership (if applicable); c. Any owner of more than %20 of the corporation or business trust (if applicable); d. Each spouse of any person identified in (a) through (c) of this section; e. Each child seven years of age to seventeen years of age of any person identified in

divisions (a) through (c) of this section.

Signature _________________________________________ Printed Name______________________________________ Title: ____________________________________________ Company Name: ___________________________________ Company Address: _________________________________ Date Signed: ______________________________________

V-8

SECTION VI DISADVANTAGED BUSINESS ENTERPRISE (DBE)

FORMS AND GUIDELINES

DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM INFORMATION FOR BIDDERS

COTA Contact Person:

lf you are in need of assistance, or have questions regarding COTA's DBE Program, please contact:

COTA DBE Program Administrator 33 N. High St.

Columbus, OH 43215 Busi nessDiversity@cota.com

For certification questions or to search the M/W/DBE directories visit the following websites:

ODOT UCP http://www.dot.state.oh.us/Divisions/ODI/SDBE/Pages/UCP.aspx

ODAS M /WBE/ EDGE https: //das. ohio.gov /Divisions/Egual-Opportu nity/Busi ness-Certification

CITY OF COLUMBUS M/W/VBE https://www.columbus.gov/odi/supplier-diversity/Business­Certifications/

DBE* Program Purpose: The DBE program is a federal program operating under the guidance of the United States Department of Transportation (U.S. DOT). Authorization for the program comes from 49 Code of Federal Regulations Part 26 (49 CFR 26).

The overall goal of the DBE program is to ensure that firms owned and controlled by minorities, women, and other socially and economically disadvantaged persons have the opportunity to grow and become self-sufficient in order to create a level playing field on which they can compete fairly for contracts and subcontracts in the transportation industry.

COTA recognizes certifications from the following certifying agencies; the Ohio Department of Transportation Unified Certification Program (UCP), the City of Columbus Equal Business Opportunity Commission Office, or the Ohio Department of Administrative Services. To be counted DBE firms must be certified at the time of bid submission. COTA reserves the right to accept or reject a firm's certification from other agencies on a case-by­case basis.

*COTA uses the acronym DBE to emcompass all companies that are EDGE, MBE, WBE, and DBE certified by therecognized agencies listed above.

COTA HAS SET A ____ 0/o DBE PARTICIPATION GOAL FOR THIS CONTRACT.

If a goal has been established for this contract, all proposers/bidders must submit the following with their proposals/bids:

LEGAL NOTICE:

Enclosure 1 - Schedule of Subcontractors

Enclosure 2 - Declaration of Proposed DBE Utilization

Enclosure 3 - Affidavit of DBE Intent to Perform as a Subcontractor/Supplier/Consultant

Enclosure 4 - DBE Subcontractor/Consultant Good Faith Effort Log

Use of false, fraudulent or deceitful statements, representations or information by o prime contrnctor or 5ubcontractor In furtherance of satisfying COTA's D6E Program

requirements or objectives may subject the prime contractor, the subcontractor, or both to legal action pursuant to 49 CFR Part 26, including but not limited to 49 CFR 26.107, In addition to any other legal remedies available to COTA under the contract or pursuant to applicable law.

Any questions related to this document may be sent to https://www.cota.com/dbe-program/

'

COMMONLY USED TERMS:

Disadvantaged Business Enterprise (DBE):

A Disadvantaged Business Enterprise or DBE is defined as a for-profit small business concern that:

1. Is at least fifty-one percent (51 %) owned by one or more individuals who are both socially andeconomically disadvantaged or, in the case of a corporation, in which fifty-one percent (51 %) of the stock is owned by one or more such individuals; and

2. Whose management and daily business operations are controlled by one or more of the sociallyand economically disadvantaged individuals who own it.

By definition, socially and economically disadvantaged individuals are those citizens of the United States, or lawfully admitted permanent residents, who:

a) Have an individual personal net worth, excluding the value of their primary residence and assetsof the firm applying for DBE certification, not exceeding the personal net worth standards asestablished by 49 CFR § 26.67;

b) Are women or members of minority groups designated in 49 CFR § 26.5 and 26.67, includingindividuals who are Black Americans, Hispanic, Asian Pacific, Asian Indian, or Native American; or,

c) Are individuals who, although not a woman or a member of one of the designated minority groups,establish social and economic disadvantage based on guidelines established in Appendix E to 49CFR Part 26.

Commercially Useful Function: In order for the work of a DBE firm to be counted toward the contract goals of a specific project, for which a DBE participation goal has been established, the DBE firm(s) must perform a Commercially Useful Function §26.55(c). A DBE performs a commercially useful function when it is responsible for execution of the work of the contract and is carrying out its responsibilities by actually performing, managing, and supervising the work involved with the DBE's employees. With respect to materials and supplies used on the contract, the DBEmust also be responsible for negotiating price, determining quality and quantity, ordering the materials, andinstalling (where applicable) and paying for the materials itself. It is the responsibility of BOTH the primecontractor and the DBE firm to ensure that the DBE firm(s) committed to the project performs a commerciallyuseful function.

1. A DBE does not perform a commercially useful function if its role is limited to that of an extraparticipant in a transaction, contract, or project through which funds are passed in order to obtain theappearance of DBE participation.

2. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total costof its contract with its own workforce, or the DBE subcontracts a greater portion of the work of acontract than would be expected on the basis of normal industry practice for the type of workinvolved, it is presumed that the DBE is not performing a commercially useful function.

Failure of a DBE(s) to perform a commercially useful function will result in that work NOT being counted toward the prime contractor's DBE goal. Use of false, fraudulent or deceitful statements, representations or information by a prime contractor or subcontractor in furtherance of satisfying COTA's DBE Program requirements or objectives may subject the prime contractor, the subcontractor, or both to legal action pursuant to 49 CFR Part 26, including but not limited to 49 CFR § 26.107, in addition to any other legal remedies available to COTA under the contract or pursuant to applicable law.

Any questions related to this document may be sent to https://www.cota.com/dbe-program/

DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM INFORMATION FOR BIDDERS (cont'd ... )

DBE Certification / Ohio Unified Certification Program (UCP}:

In accordance with federal regulations, Disadvantaged Business Enterprises participating in COTA's DBE Program must have a current certification status with the State of Ohio Unified Certification Program (Ohio UCP), which is administered by the Ohio Department of Transportation (ODOT). For purposes of COT A's bidding procedures, a valid DBE certification MUST be in place at the time of bid/proposal submission.

The UCP's certification of any firm is effective for three years after the date of an approved application. If not certified by the Ohio UCP, COTA will honor those certifications conforming to 49 CFR 26 from other agencies receiving fed�ral funding from the U.S. Department of Transportation, to be reviewed on a case­by-case basis.

To obtain an updated listing of certified DBE firms or to download an application for DBE certification, please visit the Ohio UCP website at http://www.dot.state.oh.us/Divisions/ODI/SDBE/Paqes/UCP.aspx. For questions related to certification, website issues, and other general DBE program concerns, please contact the Ohio Department of Transportation DBE Program, 1980 West Broad Street, Columbus, OH 43223 or call the program office at (614) 466-2878 or email dot.sdbe@dot.ohio.gov.

Counting DBE Participation:

In order to receive credit for the participation of a DBE firm(s), the prime contractor must use DBE firms certified by the Ohio Unified Certification Program (OH UCP), which is administered by the Ohio Department of Transportation (ODOT) or similar public entity certifying DBE's in accordance with 49 CFR 26, unless otherwise noted in the contract specifications.

***** DBE Credit Will Be Counted Only For Work Performed By A Certified DBE Firm(s). *****

When a DBE participates in a contract, you count only the value of the work actually performed by the DBE toward DBE goals.

DBE Prime Contractor:

As a DBE prime contractor, the DBE firm must also comply with the good faith efforts requirements of 49 CFR Part 26. As a DBE prime contractor, count the entire value of the work to be performed by the DBE's own forces, as well as the work that they commit to being performed by DBE subcontractors.

DBE bidders on prime contracts will be expected to make the same outreach efforts as other bidders and to document good faith efforts in situations where they do not fully meet contract goals.

DBE Subcontractor:

Count 100% of the amount paid to a DBE contractor for labor and materials provided to perform a defined and clearly measurable portion of the contract. The work must be performed by the DBE's own employees and the DBE must order and pay for all supplies and materials.

1. Count the entire amount of that portion of a construction contract (or another type of contract,such as professional, technical, consultant, or managerial services contracts or other DOT-assistedcontract); that is performed by the DBE's own forces. Include the cost of supplies and materialsobtained by the DBE for the work of the contract, including supplies purchased or equipmentleased by the DBE (except supplies and equipment the DBE subcontractor purchases or leasesfrom the prime contractor or its affiliate).

2. Count the entire amount of fees or commissions charged by a DBE firm for providing a bona fideservice, such as professional, technical, consultant, or managerial services, or for providing bonds

Any questions related to this document may be sent to https://www.cota.com/dbe-program/

DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM INFORMATION FOR BIDDERS (cont'd ... )

or insurance specifically required for the performance of a DOT-assisted contract, toward DBE goals, provided you determine the fee to be reasonable and not excessive as compared with fees customarily allowed for similar services.

3. When a DBE subcontracts part of the work of its contract to another firm, the value of thesubcontracted work may be counted toward DBE goals only if the DBE's subcontractor is itself aDBE. Work that a DBE subcontracts to a non-DBE firm does not count toward DBE goals.

4. When a DBE performs as a participant in a joint venture, count a portion of the total dollar valueof the contract equal to the distinct, clearly defined portion of the work of the contract that theDBE performs with its own forces toward DBE goals.

5. DBE Broker - Count one hundred percent (100%) of the fee or commission received by the DBEfor assistance in the procurement of materials and supplies, or fees or transportation charges forthe delivery of materials or supplies to the job site. A DBE broker is a DBE firm that does notmanufacture products or supply goods on a regular basis.

DBE Manufacturer:

Count one hundred percent (100%) of the value paid for materials furnished which becomes a permanent part of the project. A manufacturer is a firm that owns and operates the facilities to produce a product required by the contract and purchased by the contractor.

DBE Supplier (Regular Dealer):

Count sixty percent (60%) of the value paid for materials and supplies furnished which becomes a permanent part of the project. A supplier sells goods to the general public and maintains an inventory at an owned or leased warehouse or store.

1. A regular dealer is a firm that owns, operates, or maintains a store, warehouse, or otherestablishment in which the materials, supplies, articles or equipment of the general characterdescribed by the specifications and required under the contract are bought, kept in stock, andregularly sold or leased to the public in the usual course of business.

2. To be a regular dealer, the firm must be an established, regular business that engages, as itsprincipal business and under its own name, in the purchase and sale or lease of the products in question.

DBE Trucking:

In order to count DBE participation for a DBE trucking company:

1. The DBE must be responsible for the management and supervision of the entire trucking operationfor which it is responsible on a particular contract, and there cannot be a contrived arrangementfor the purpose of meeting DBE goals.

2. The DBE must itself own and operate at least one fully licensed, insured, and operational truckused on the contract.

3. The DBE trucking company receives credit for the total value (one hundred percent (100%)) fortransportation services it provides on the Agreement, using trucks and equipment it owns or long­term leases, insures, and operates, using employees of the DBE firm.

4. The DBE may lease trucks from another DBE firm, including an owner-operator who is certified asa DBE. The DBE who leases trucks from another DBE receives credit for the total value of thetransportation services the lessee DBE provides on the contract.

Any questions related to this document may be sent to https://www.cota.com/dbe-program/

DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM INFORMATION FOR BIDDERS (cont'd ... )

5. The DBE may also lease trucks from a non-DBE firm, including from an owner-operator. The DBEwho leases trucks from a non-DBE is entitled to credit for the total value of transportation servicesprovided by non-DBE lessees not to exceed the value of transportation services provided by DBE­owned trucks on the contract. Additional participation by non-DBE lessees receives credit only forthe fee or commission it receives as a result of the lease arrangement.

Example: DBE Firm X uses two of its own trucks on a contract. It leases two trucks from DBE Firm Y and six (6) trucks from non-DBE Firm Z. DBE credit would be awarded for the total value of transportation services provided by Firm X and Firm Y, and may also be awarded for the total value of transportation services provided by four (4) of the six (6) trucks provided by Firm Z. In all, full credit would be allowed for the participation of eight (8) trucks. With respect to the other two trucks provided by Firm Z, DBE credit could be awarded only for the fees or commissions pertaining to those trucks Firm X receives as a result of the lease with Firm Z.

6. For purposes of DBE trucking leases, the lease must indicate that the DBE has exclusive use andcontrol over the truck. This does not preclude the leased truck from working for others during theterm of the lease with the consent of the DBE, as long as the lease gives the DBE absolute priorityfor use of the leased truck. Leased trucks must display the name and identification number of theDBE.

DBE Replacement:

COTA requires that prime contractors not terminate a DBE subcontractor listed on a bid/contract with a DBE contract goal without COTA's prior written consent. Prior written consent will only be provided where there is "good cause" for termination of the DBE firm, as established by Section 26.53(f)(3) of the DBE regulation.

Before transmitting to COTA its request to terminate, the prime contractor must give notice in writing to the DBE of its intent to do so, A copy of this notice must be provided to COTA for consideration of the request to terminate. The DBE will then have five (5) days to respond and advise COTA of why it objects to the proposed termination. The five day period may be reduced if the matter is one of public necessity (e.g., safety.)

In those instances where "good cause" exists to terminate a DBE's contract, COTA will require the prime contractor to make good faith efforts to replace a DBE that is terminated or has otherwise failed to complete its work on a contract with another certified DBE, to the extent needed to meet the contract goal. COTA will require the prime contractor to notify The DBE Program Administrator immediately of the DBE's inability or unwillingness to perform and provide reasonable documentation. In this situation, COTA will require the prime contractor to obtain COTA's prior approval of the substitute DBE and to provide copies of new or amended subcontracts, affidavits of DBE intent to perform as a subcontractor/sub-consultant/supplier, or documentation of good faith efforts.

If the contractor fails or refuses to comply in the time specified, the Office of Supply Management may issue an order stopping all or part of payment/work until satisfactory action has been taken. If the contractor still fails to comply, Supply Management may issue a termination for default proceeding.

If the Contractor desires to change a Subcontractor or add an additional Subcontractor, the Contractor shall submit in writing to the Owner:

1. The name of the new or additional subcontractor,2. A description of the Work to be performed by the new or additional subcontractor, and3. A statement concerning why it is necessary to change or add subcontractors.

In the event that the Contractor is replacing a DBE Subcontractor, the Contractor shall also submit in writing a documented explanation of the Contractor's good-faith efforts to find a replacement DBE Subcontractor.

Any questions related to this document may be sent to htn,s://www.cota.com/dbe-program/

DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM INFORMATION FOR BIDDERS (cont'd ... )

Good Faith Effort:

Good faith effort means efforts to achieve a DBE goal or other requirement of which, by their scope, intensity, and appropriateness to the objective, can reasonably be expected to fulfill the DBE program requirements.

Joint venture:

Joint venture means an association of a DBE firm and one or more other firms to carry out a single, for-profit business enterprise, for which the parties combine their property, capital, efforts, skills and knowledge, and in which the DBE is responsible for a distinct, clearly defined portion of the work of the contract and whose share in the capital contribution, control, management, risks, and profits of the joint venture are commensurate with its ownership interest.

GUIDANCE CONCERNING GOOD FAITH EFFORTS

When COTA establishes a contract goal on a contract, a bidder must, in order to be responsive, make good faith efforts to meet the established contract goal. The bidder can meet this requirement in either of two ways.

1. First, the bidder can meet the goal, documenting commitments for participation by DBE firmssufficient for this purpose.

2. Second, even if it doesn't meet the goal, the bidder can document adequate good faith efforts. Thismeans that the bidder must show that it took all necessary and reasonable steps to achieve the DBEgoal.

The bidder must demonstrate that the efforts undertaken, by their scope, intensity, andappropriateness to the objective, could reasonably be expected to obtain sufficient DBE participation,even if the efforts were not fully successful. Efforts that are merely pro forma are not consideredgood faith efforts to meet the goals.

To assist bidders in making the required judgment concerning good faith efforts, the following is a list of actions bidders may consider taking in obtaining DBE participation. It is not intended to be mandatory, exclusive or exhaustive. Other factors or types of efforts may be relevant.

In evaluating bidder's good faith efforts, COTA may consider:

D Whether the bidder attended any pre-solicitation or pre-bid meetings that were scheduled by COTA;

D Whether the bidder advertised in general circulation, trade association, and minority-focused media concerning subcontracting opportunities;

D Whether the bidder provided written notice to a reasonable number of specific DBEs to determine interest in the contract being solicited, in sufficient time to allow the DBEs to participate effectively;

D Whether the bidder followed up initial solicitations of interest by contacting DBEs to determine with certainty whether the DBEs were interested;

D Whether the bidder selected portions of the work to be performed by DBEs in order to increase the likelihood of meeting the DBE goals (including where appropriate, breaking down contracts into economically feasible units to facilitate DBE participation);

Any questions related to this document may be sent to https://www.cota.com/dbe-program/

□ Whether the bidder provided interested DBEs with adequate information about the plans,specifications, and requirements of the contract.

□ Whether the bidder negotiated in good faith with interested DBEs, not rejecting DBEs as unqualifiedwithout sound reasons based on a thorough investigation of their capabilities;

□ Whether the bidder made efforts to assist interested DBEs in obtaining bonding, lines of credit, orinsurance required by COTA; and

□ Whether the bidder effectively used the services of available minority community organizations;minority contractors groups; local, state and Federal minority business assistance offices; and otherorganizations that provide assistance in the recruitment and placement of DBEs.

Any questions related to this document may be sent to https://www.cota.com/dbe-program/

DISADVANTAGED BUSINESS ENTERPRISE POLICY STATEMENT

The Central Ohio Transit Authority (COTA), a recipient of federal financial assistance from the Federal Transit Authority (FTA), has established a Disadvantaged Business Enterprise (DBE) in accordance with regulations of the U.S. Department of Transportation (US DOT), 49 CFR Part 26. As condition of receiving FTA funding, COTA signed an assurance agreement that it will comply with 49 CFR Part 26.

It is the policy of COTA to ensure that DBEs defined in Part 26.1 and 23 have an equal opportunity to receive and participate in US DOT-assisted contracts. It is also our policy:

1. To ensure non-discrimination in the award and administration of federally-assistedcontracts;

2. To create a level playing field on which DBEs can compete fairly for federally-assisted contracts;

3. To ensure the DBE Program is narrowly tailored in accordance with applicable law;4. To ensure that only firms that fully meet 49 CFR Part 26 eligibility standards are

permitted to participate as DBEs;Q. To help remove barriers to the participation of DBEs in US DOT assisted contracts;6. To assist in the development of firms that can compete successfully in the market

place outside the DBE Program.

COTA's Chief Financial Officer (CFO) has been delegated as the DBE Liaison Officer and in that capacity is responsible for implementing all aspects of the program. While the DBE Liaison Officer reports directly to the Deputy Chief Executive Officer, he/she has direct, independent atcess to the Chief Executive Officer on all matters concerning the DBE program. The requirements of the DBE program are accorded the same priority as compliance with all other legal obligations incurred by the Authority in its financial assistance agreements.

It is hereby directed that this DBE Policy Statement be posted for all COTA employees· to read and be disseminated to all DBE and non-DBE business communities that perform work for COTA on US DOT-assisted contracts. This policy statement will be distributed electronically (i.e. COTA webpag and included in all US DOT-assisted bid opportunities.

Date

Last Modified February 7, 2020

Prime Contractor / Consultant Company Name

r-

COTA Project Name

Firm Name / Address / City/State/Zip

Name

Address

City, State, Zip

Name

Address

City, State, Zip

Name

Address

City, State, Zip

Name

Address

City, State, Zip

Name

Address

City, State, Zip

SCHEDULE OF SUBCONTRACTORS

DBE? (Y)es

or (N)o

- -=

Federal Tax ID No.

COTA Project No.

Business Size Avg. Annual Gross Receipts

for Past 3 years

D< $1mill

O'> $1mill < $5mill

]0> $5mill

O,< $1mill

Q:> $1mill < $5mill

D> $5mill

O< $1mill

O> $1mill < $5mill

O> $5mill

D< $1mill

:O> $lmill < $5mill

D> $5mill

D< $1mill

O> $1mill < $5mill

O> $5mill

·;....;; -

I

Description of Work Amount of To Be Performed Subcontract

SCHEDULE OF SUBCONTRACTORS (cont'd ... )

Prime Contractor / Consultant Company Name

I COTA Project No. . -

COT A Project Name

Firm Name / Address / City/State/Zip DBE? Federal Tax Business Size Description of Work Amount of (Y)es ID No. Avg. Annual Gross Receipts To Be Performed Subcontract

or (N)o for Past 3 years

Name D< $1mm

Address D> $!mill< $5mill

City, State, Zip D'> $5mill

Name D< $!mill

Address □:> $!mill < $5mill

City, State, Zip O> $5mill

Name D< $!mill

Address D> $!mill < $5mill

City, State, Zip O> $5mill

Name O< $!mill

Address D> $!mill < $5mill

City, State, Zip O> $smm

The bidder shall list all subcontractors (both DBE and non-DBE) in accordance with Section 2-1.054 of COTA General Conditions and per Title 49, Section 26.11 of the Code of Federal Regulations. This listing is required in addition to listing DBE Subcontractors elsewhere in the bid or proposal.

Date Signature of Authorized Representative Title

DECLARATION OF PROPOSED DBE UTILIZATION

This Page Must Be Completed By Prime Bidder To Indicate The Amount (Percentage) Of DBE Participation. This Form is a Required Submission with the Bid/ Proposal to COTA.

The undersigned, as a representative of the entity, _________________ , submitting

a bid/proposal for the project,

hereby acknowledges that the DBE goal established for this project is ____ %.

Note: Bidder Shall Make One Of The Two Certifications Noted Below:

□ DBE Goal Met. The Bidder further represents that the proposed level of DBE participation as set forthin the enclosed Schedule of DBE participation for this project is ___ % and represents an attainment ofthe DBE participation goal. The bidder has met the overall Disadvantaged Business Enterprise participationgoal with a total DBE Commitment Amount of$ _________ (dollars). The bidder agrees that theDBE firm{s) listed in Schedule of DBE Participation will be used to accomplish the DBE participationcommitment for this contract, for at least the dollar amounts set forth herein. Affidavits of Intent confirmingthe proposed participation of the DBEs set forth on the Schedule of DBE Participation are attached.

□ DBE Goal Not Met. The prime contractor has concluded that it is unable to achieve the DBEparticipation goal set for this contract and hereby requests a waiver of the overall goal. The bidder verifiesthat it has employed good faith efforts to meet the established DBE goal and has submitted documentation ofthose efforts along with its bid documentation. The bidder further agrees that the DBE firms listed in theSchedule of DBE Participation will be used to accomplish the DBE participation goal for this contract, for atleast the dollar amounts set forth herein. Affidavits of Intent confirming the proposed participation of the DBEsset forth on the Schedule of DBE Participation are attached.

COTA Project Number Total bid/ Contract

$ Amount Percentage of

Name of DBE Company Contact Person Scope of Work Total Bid+ Amount of Subcontract Subcontract Amount

%

%

%

%

%

%

Total DBE Commitment

Total Percentage of DBE Commitments (Total $ DBE participation + Total $ Bid Amount}

*Attach Additional Copies, If Necessary.*

The undersigned further agrees to enter into a formal agreement with DBEs listed above or approved substitutions, for the work described in this schedule conditioned upon the award of a contract by COTA. The undersigned will provide COT A's DBE Program Administrator a copy of the executed contract(s) with all DBE firms to perform on this contract, upon request.

Signature Title Date

AFFIDAVIT OF DBE INTENT TO PERFORM AS A SUBCONTRACTOR/SUBCONSULTANT /SUPPLIER {PART 1 OF 2}

INSTRUCTIONS: Complete one (1) form for EACH certified Disadvantaged Business Enterprise (DBE) committed to e ormma on t ,s con rac . p m h- t t

COTA Project Name I j Project No. j

Prime Contractor/Consultant Company Name

Name of Person Completing This Form Is Prime Contractor/Consultant certified as a Disadvantaged Business

I □ Yes I □ NoEnterprise (DBE)? .

DBE FIRM INFORMATION

DBE Firm Name

DBE Firm Contact

DBE Firm Address City State/Zip

Phone: Email:

DBE Subcontract Amount

1. The undersigned DBE firm intends to perform work in connection with the above referenced project as:□ □ □ □ □

An individual A partnership A corporation A joint venture Other

2. The undersigned affirms that (s)he is a duly authorized official representing the proposed DBE or (Minority, Women-Owned, EDGE, or Small Business Enterprise, if specified as eligible to count towardthe DBE goal) and affirms its certification has not expired nor been revoked. The undersigned also affirms that the DBE firm is certified to perform the work described herein and that its currentcertification letter will reflect appropriate NAICS codes associated with the described scope of work.

Certifying Agency( □ □

DBE MBE

ODOT USP ODAS

□

EDGE

ODAS

): □

MBE/WBE

CITY COLUMBUS

3. If awarded the contract, the undersigned intends to enter into a subcontract to perform the workdescribed in Part 2 of this form for the prices/subcontract amount indicated.

If DBE Firm Is A Third-Tier Subcontractor, This Form Must Also Be Executed By The Second-Tier Subcontractor Th t H Th S b t t A t W"th Th DBE F. a as e u con rac 1qreemen I e ,rm.

X

Authorized Signature of Prime Contractor Title:

X

Authorized Signature of DBE Subcontractor/ Consultant/ Title: Suoolier (SECOND TIER):

X

Authorized Signature of DBE Subcontractor/ Consultant/ Title: Supplier (THIRD TIER):

(THIS FORM CONTINUES ON THE NEXT PAGE)

AFFIDAVIT OF DBE INTENT TO PERFORM AS A SUBCONTRACTOR/SUBCONSULTANT /SUPPLIER {PART 2 OF 2}

• Please Use A Separate Form for EACH DBE Firm To Be Utilized On The Project.* Fill In ONLY The Appropriate Section For The Specified DBE Firm Listed On Part 1 Of This Form.

Description of Work To Be Performed by DBE Certified

Bid Item Description Item#

Scope of Work NAICS Code

Total Value of Work To Be Performed By Certified DBE Firm

Subtract (Minus) Any Amount to Be Sublet to a Non-DBE Firm{s)

Total Value DBE Subcontractor

Description of Work To Be Performed by DBE Certified u

Unit Price

$

$

Work Item(s) to be erformed b DBE

Description of Work #Hours or Units

Total Value of Work To Be Performed By Certified DBE Firm

Subtract (Minus) Any Amount to Be Sublet to a Non-DBE Firmfs)

Total Value of DBE Subconsultant

Items of Work To Be Performed By DBE

Quantity Total

$

$

$

Total Value

$

$

$

$

(

$

Description of Material(s) Hauled

Estimate of Ton/C.Y

Estimate of # of Trucks Required

Number of Trucks Owned or Leased

Total Dollar Value

O= $

L=

0= L=

$

O= $

L= Total Value DBE Trucking Firm $

Items of Work To Be Performed by DBE [Non-Manufacturer]:

)

%

Description of Material(s) Total Contract Supplied Value

Multiply X .60 Total DBE Credit Allowed (Contract Value*.60)

60%

60%

Total Value of DBE Supplier $

*Note: Count only the portions of work to be performed by a certified DBE firm for all of theabove mentioned cate ories.

*Important Notice: Failure to submit BOTH PARTS of this completed and signed form for each DBE firm whosequote/bid is being counted toward the established DBE participation goal, may constitute a MATERIAL DEFECT in yourbid submission and may result in a determination of your bid as NON-RESPONSIVE.