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 Regional Transit Authority 2817 Canal Street, New Orleans, Louisiana 70119-6301 Administration 504.827.8300 |
PROFESSIONAL SERVISE AGREEMENT TO DEPLOY TWENTY (20) BATTERY ELECTRIC BUSES PROFESSIONAL SERVICES AGREEMENT BETWEEN NEW ORLEANS REGIONAL TRANSIT AUTHORITY AND CENTER FOR TRANSPORTATION AND THE ENVIRONMENT, INC. BY AND BETWEEN REGIONAL TRANSIT AUTHORITY A Political Subdivision of the State of Louisiana 2817 Canal St. New Orleans, Louisiana 70119 AND CENTER FOR TRANSPORTATION AND THE ENVIRONMENT, INC. 730 Peachtree Street, Suite 450 Atlanta, GA 30308 A. SCOPE OF WORK As specified herein. B. CONTRACT PRICE: As specified herein. C. PERIOD OF PERFORMANCE: As specified herein. |
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
NEW ORLEANS REGIONAL TRANSIT AUTHORITY
AND
CENTER FOR TRANSPORTATION AND THE ENVIRONMENT, INC.
This Agreement made and entered into on this ______ of ______________, 2024 by and between the Center for Transportation and the Environment (herein referred to as “CTE”), located at 730 Peachtree Street, Suite 450, Atlanta, GA 30308 and New Orleans Regional Transit Authority, (herein referred to as “RTA”), located at 2817 Canal Street, New Orleans, LA 70119 both hereinafter referred to collectively as the “Parties” and individually as “Party,” serves as the contract for the scope of work that CTE agrees to provide under the Federal Transit Authority (“FTA”) Low or No Emissions Vehicle grant program.
WHEREAS, RTA was awarded a 2023 Federal Transit Authority (“FTA”) Low or No Emissions Vehicle grant to deploy zero-emission vehicles and related technology; and
WHEREAS, RTA has a need to engage experienced professionals for technical consulting services related to the deployment; and
WHEREAS, RTA’s inclusion of CTE as a named partner in the FTA grant application satisfied the requirement for a competitive procurement under 49 USC 5325(a); and
WHEREAS, CTE is willing to perform and has the necessary skills to perform such services to RTA under the terms and conditions set forth herein; and
WHEREAS, the RTA Board of Commissioners approved entering into a contract with CTE as its meeting held on July 23, 2024.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:
1) ATTACHMENTS
The following attachments are incorporated by reference and made part of this Agreement herein:
Attachment I: CTE Statement of Work & Budget
Attachment II: Federal Terms & Conditions
Attachment III: RTA’s General Provisions
2) STATEMENT OF SERVICES TO BE PERFORMED
By executing this Agreement, CTE agrees to perform and comply with the scope of work set forth in the Statement of Work (herein “Services”), attached and fully incorporated herein as Attachment I. CTE shall diligently work to perform the Services specified in the time and manner described and in accordance with the terms and provisions of this Agreement. CTE agrees to perform the Services with that standard of professional care, skill, and diligence normally provided in the performance of similar services.
3) FEDERAL FUNDING
CTE acknowledges that this Agreement is funded in part by the Federal Transit Administration (FTA) and is subject to Federal Terms & Conditions, included herein as Attachment II. With regard to their scope of work, CTE shall comply with all Federal Terms & Conditions applicable to the Services provided by CTE under this Agreement. Furthermore, CTE shall not take any action or fail to take any action that would jeopardize RTA’s compliance with applicable Federal Terms and Conditions.
4) TERM OF AGREEMENT
The period of performance for this Agreement shall commence upon the execution of this Agreement by both Parties. Services, work products and/or deliverables defined in CTE’s Statement of Work shall be completed no later than December 31, 2029.
5) AGREEMENT AMOUNT / INVOICING
A. This is a firm-fixed price agreement with milestone payments. The total firm fixed price to be paid for the Services performed under this Agreement is seven hundred thirty-one thousand dollars ($731,000.00).
B. CTE will invoice RTA upon completion of each milestone deliverable, as outlined in Attachment I, CTE Statement of Work & Budget. RTA shall review and accept or reject invoices within 15 business days, otherwise such invoices shall be deemed accepted. For any milestone deliverable requiring more than two months to complete, CTE shall have the option to submit an invoice for a progress payment on a pro rata basis.
C. RTA shall pay CTE within 30 days of each accepted invoice.
D. A final invoice will be submitted by CTE within 30 days of the end date of the project or Termination of this Agreement.
E. Invoices will be submitted by e-mail to rtainfrastructureinvoices@rtaforward.org. Payments to CTE shall be made via check or wire transfer.
F. Invoices will include the RTA project number and purchase order number, once assigned by RTA
6) CHANGE ORDERS/PROJECT DELAYS
RTA may, at any time, by written order, make changes within the scope of work and services contained in Attachment I. If such changes cause an increase in the budgeted cost or the time required for performance, CTE shall notify RTA and provide a proposed adjustment within ten (10) days receipt of the written change order. In addition, if delays due to no fault of CTE extend the Project by more than ninety (90) days, CTE shall have the option to reasonably adjust any remaining milestone pricing. Any and all agreed adjustments shall be detailed in a written supplement to this Agreement and signed by both Parties.
7) Termination
This Agreement may be terminated in whole or in part as follows:
A. By either Party, if the other Party materially fails to comply with the terms and conditions of this Agreement and such failure is not corrected within fifteen (15) days following receipt of written notice from the non-breaching party.
B. By RTA, upon thirty (30) days written notification to CTE setting forth the effective date and in the case of partial termination, the portion to be terminated.
C. By CTE, upon thirty (30) days written notification to RTA setting forth the effective date and in the case of partial termination, the portion to be terminated.
D. By RTA, if RTA’s prime award supporting this Agreement is terminated by FTA.
Upon Termination, RTA will reimburse CTE for the contract price for all services performed in accordance with the manner of performance up to the effective date of termination, to include works in-progress.
8) INSURANCE
For the duration of this Agreement, CTE shall maintain, and shall require subcontractors, if any, to maintain the following insurance policies and minimum limits:
A. Workers’ Compensation insurance at statutory limits of not less than:
i. $1,000,000 - Bodily Injury: Each Accident
ii. $1,000,000 - Disease: Each Employee
iii. $1,000,000 - Disease: Policy Limit; and
B. Commercial General Insurance at $1,000,000 per occurrence, $2,000,000 general aggregate; and
C. Automobile Liability Insurance at $1,000,000 combined single limit for all hired, scheduled, and non-owned autos; and
D. $1,000,000 in Professional Liability Insurance.
Upon request, CTE shall furnish the RTA with a certificate(s) of insurance showing CTE and subcontractors, if any, have complied with this Article. CTE shall provide the RTA thirty (30) days written notification of cancellation of such policies.
9) INDEMNIFICATION
CTE will, indemnify and hold harmless the RTA and its board members, directors, officers, and employees (collectively, the “Indemnitee”) against any liabilities, losses, claims, expenses (including attorney’s fees) or damage they may suffer as a result of third-party claims, demands, actions, costs or judgments arising from and to the extent caused by CTE’s negligence or willful misconduct related to performance under this Agreement. Notwithstanding the foregoing, CTE’s indemnity does not extend to any loss arising from the negligence, gross negligence or willful misconduct of the RTA, provided that neither CTE nor any of its agents, subcontractors, or employees contributed to such negligence, gross negligence or willful misconduct.
10) INDEPENDENT CONTRACTOR
The Parties agree that CTE, as well as any individual working for CTE, is an independent contractor and not an employee of RTA for any purpose. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership, or joint venture. Both Parties acknowledge that neither CTE nor any of its employees or subcontractors are employees of RTA for state or federal tax purposes and is not entitled to any employee benefits of RTA.
11) OWNERSHIP OF WORK
Upon payment of services rendered, CTE assigns to RTA all of its rights in the final version of the original works produced pursuant to this Agreement. If any CTE intellectual property (methods, processes, trade secrets, preexisting software) is included in its work, CTE grants RTA a nonexclusive, royalty-free, license to display and otherwise make lawful use of those materials as contemplated by this Agreement, so long as credit to CTE is provided. CTE may retain a copy of all material produced under this Agreement for use in its general business activities.
12) CONFIDENTIALITY
CTE agrees to keep confidential any RTA technical data, electronic files, and other written or oral information not in the public domain or not previously known (herein “Confidential Information”) and will not disclose any such Confidential Information to any other party without RTA’s prior written consent unless required by law. Notwithstanding the foregoing, CTE’s sharing of such Confidential Information with CTE’s third-party database and/or software providers utilized in CTE’s normal course of business shall not be a breach of the confidentiality obligations herein so long as such service providers are bound by confidentiality obligations at least as strict as those contained herein.
13) EQUAL EMPLOYMENT OPPORTUNITY
During the performance of this Agreement, CTE shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, disability, marital status, military status veteran status, sexual orientation, gender identity or expression, genetic information, HIV/AIDS status or any other protected characteristic under applicable law. CTE shall take affirmative actions to ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, disability, national origin, or any other characteristic protected under state, federal, or local laws. CTE further agrees to include a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials.
14) RECORDS AND AUDITS
CTE shall maintain records containing pertinent information (including billings, invoices, dates, length of time, services rendered, etc.) for a period of four (4) years after expiration or termination of this Agreement. RTA has the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement and CTE agrees to allow the authorized auditor(s) reasonable access to such records during normal business hours. CTE agrees to include a similar right of RTA in any subcontracts related to performance of this Agreement.
15) FORCE MAJEURE
Neither CTE nor RTA shall be liable for or deemed to be in default for any delay or failure in performance under this Agreement or interruption of services resulting, directly or indirectly, from acts of God, civil or military authority, acts of public enemy or hostile governmental action, strikes, labor disputes, pandemics, fire or other casualty, inability to obtain labor or materials or reasonable substitutes for labor or materials necessary for performance of the services, or other causes, except financial, that are beyond the reasonable control of CTE or RTA. Notwithstanding the above, if the cause of the force majeure event is due to party’s own action or inaction, then such cause shall not excuse that party from performance under this Agreement.
16) MISCELLANEOUS
A. RTA’s General Provisions. Contractor agrees to abide the RTA’s General Provisions, attached hereto as Attachment III.
B. Assignment. Neither Party may assign its respective rights or duties under this Agreement to a third Party (except to a successor in interest to substantially all of the business of the assignor) without the prior written consent of the other Party.
C. Amendment or Waiver. This Agreement may not be modified, amended or waived except by a written instrument executed by duly authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver thereof.
D. Compliance with Laws. CTE shall comply with all applicable federal, state, and local laws, rules, and regulations in performance of the Services under this Agreement.
E. Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same contract.
F. Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter of the Agreement and supersedes all previous oral and written agreements, understandings, and communications of the Parties relating to such matters.
G. Governing Law. This Agreement will be governed by and constructed in accordance with the laws of the State of Louisiana, USA, without regard to the conflict of laws principles thereof. Any dispute with regard to this agreement if not resolved amongst the parties shall be resolved in Civil District Court for the Parish of Orleans.
H. Headings. Headings on the sections and paragraphs of this Agreement are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Agreement.
I. Severability. Should any part of this Agreement be rendered or declared invalid or unenforceable by a court of competent jurisdiction, it shall not affect the validity of any other provision, which shall remain in full force and effect.
J. Subcontracting. CTE may subcontract with third party providers in performance of specific tasks included in CTE’s Statement of Work only with prior written authorization from RTA. In the event that subcontractors are used, CTE will notify RTA of the intent to use subcontractors and the portion of CTE’s Statement of Work the subcontractor is intended to perform. If RTA approves said subcontracting, CTE will ensure subcontractor adherence to the same quality standards and assurances required of CTE, including adherence to applicable Federal Terms and Conditions.
K. Survival of Terms. The provision of section 98 (Indemnification), 110 (Ownership of Work), 121 (Confidentiality), and 143 (Records and Audits) shall survive the expiration or termination of this Agreement as well as the provisions which by their nature would be intended to be applicable following any such termination or expiration.
L. Electronic Signature. The Parties agree that this Agreement and any other document(s) to be delivered in connection herewith and therewith may be electronically signed, that any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures provided by DocuSign or any other digital signature provider) appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability and admissibility, and that delivery of any such electronic signature to, or a signed copy of, this Agreement and such other documents may be made by facsimile, email or other electronic transmission
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[SIGNATURES CONTAINED ON NEXT PAGE]
IN WITNESS WHEREOF, the RTA and Contractor, through their duly authorized representatives, executed this Agreement.
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Center for Transportation & the Environment, Inc. (CTE): By: Title: Date: Read, agreed to, and accepted by New Orleans Regional Transit Authority (RTA): By: Title: Date: |
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Enclosures:
Attachment I: CTE Statement of Work & Budget
Attachment II: Applicable Federal Terms & Conditions
Attachment III: RTA’s General Provisions
Attachment I
CTE Statement of Work & Budget
Statement of Work
CTE will use its Zero-Emission Smart Deployment Methodology to guide this project. Through eight primary phases, our methodology was designed to help agencies understand ZEB technologies and how to successfully deploy them. This Statement of Work (SOW) details these eight phases of the project and the specific tasks CTE will complete to support the New Orleans Regional Transit Authority (RTA) in the deployment of twenty battery electric buses purchased through state contract for their 2023 Low-No project. This SOW also includes CTE’s project controls and risk managing procedures to guide the effective and efficient management of this project. Each phase includes a brief summary of the activities included in this phase of the project and an estimated time to complete. Each phase also includes a description of the services provided by CTE during that phase and the associated CTE deliverables including payment type and value. A summation table of the phases and CTE milestones can be found at the end of this SOW.
Phase 1: Project Planning
Estimated Time to Complete: 2 months
Phase 1 CTE Fee Total: $36,000
CTE developed a high-level schedule as part of the 2023 Low-No grant proposal that includes estimated durations for all project phases. CTE will work with each team member to refine the general schedule from the proposal to incorporate specific project goals and constraints.
Under Phase 1, CTE will also work with RTA, their chosen BEB OEM and other partners to finalize the project scope, approach, and timeline to define tasks, roles and responsibilities, and preliminary risks.
Phase 1 will result in a formal kickoff of the project with all stakeholders and project team members. The goal of the kickoff is to align the project team on tasks, assignments, timelines, and expectations to successfully meet project goals and objectives.
CTE will develop a project workbook that will outline these project goals and objectives, scope, and approach that will guide the execution of deliverables of the project. The workbook will define the key milestones, as well as activities and tasks, and timeline for the project.
CTE’s deliverables and associated fees and billing frequency for this phase of the project are included in the table below.
|
ID |
Deliverable |
Billing Frequency |
Fee |
|
|
Project Kick Off Meeting Agendas, Presentations and Minutes |
One-time at deliverable completion |
$30,000 |
|
|
Project Workbook |
One-time at deliverable completion |
$6,000 |
|
|
|
Total |
$36,000 |
Phase 2: Requirements Analysis
Estimated Time to Complete: 4 months
Phase 2 CTE Fee Total: $110,000
This task includes bus modeling, route simulation, charge modeling, rate modeling, and confirmation of the technical specifications for the bus and charging equipment at EAST Garage and A. Phillip Randolph Garage.
CTE will determine the detailed requirements for the buses to reliably complete service, and develop deployment options that may influence operating costs, quality of service, or reliability. CTE’s task for this phase are discussed below.
Bus and Route Analysis
CTE will collect route data on existing RTA buses using GPS data loggers to capture time, distance, speed, acceleration, location, and grade. CTE will also collect local environmental conditions, passenger loading profiles, route planning details, and blocking schedules from RTA. CTE will model the selected RTA routes and a generic battery electric bus under a full range of operating conditions to predict the performance and energy consumption of the bus on the selected routes. The model uses powertrain simulation software developed by Argonne National Laboratory and modified by CTE to include OEM-supplied powertrain specifications. If those specifications are not provided by the vehicle OEM, CTE shall approximate the specifications and calibrate to Altoona test results.
Bus modeling is critical to battery electric bus deployments because range and charging needs can be highly dependent on route, traffic and weather conditions. CTE will use the results of the bus modeling to evaluate charging time requirements, inform the technical specifications of the buses and chargers, validate that the buses will perform as expected in RTA’s specific operating conditions, and identify risks in the current deployment plans along with corresponding corrective actions.
Charge and Utility Rate Modeling
CTE will use the energy consumption requirements determined during the Bus and Route Analysis to develop charging schedules based on various possible charging strategies (e.g. on-route only, on-route with depot backup, primary depot charging with on-route range extension charging). CTE will then develop an electrical utility rate model to evaluate the potential electrical loads, consumption, and cost implications of the various charging strategies using the applicable electrical utility rate schedules.
Based on the results of this analysis, CTE will evaluate the tradeoffs between cost, on-time performance, headway and reliability for the various strategies developed to support RTA in selecting the optimal deployment approaches based on their specific goals.
CTE’s deliverables and associated fees and billing frequency for this phase of the project are included in the table below.
|
IDDeliverablesBilling FrequencyFee |
|
|
|
|
|
East Garage Bus and Route Analysis Modeling Presentation |
One-time at deliverable completion |
$29,000 |
|
|
Charge Modeling Presentation |
One-time at deliverable completion |
$13,000 |
|
|
Rate Modeling Presentation |
One-time at deliverable completion |
$13,000 |
|
|
|
Total |
$55,000 |
|
IDDeliverablesBilling FrequencyFee |
|
|
|
|
|
A Phillip Randolph Garage Bus and Route Analysis Modeling Presentation |
One-time at deliverable completion |
$29,000 |
|
|
Charge Modeling Presentation |
One-time at deliverable completion |
$13,000 |
|
|
Rate Modeling Presentation |
One-time at deliverable completion |
$13,000 |
|
|
|
Total |
$55,000 |
Phase 3: Bus Procurement and Build
Estimated Time to Complete: 12 months
Phase 3 CTE Fee Total: $106,000
In phase 3, CTE will assist RTA with an evaluation of the available state contracts and conduct a technical evaluation of the bus models available through state contracts. In this phase of the project, RTA, with assistance from CTE will finalize the bus specification and other documents required for bus procurement from the chosen Bus OEM. CTE will review RTA’s specifications for potential risks based on their experience with zero emission buses. Prior to the contract awards to the chosen Bus OEM , CTE’s subcontractor will conduct a Pre-Award Buy America Audit and deliver the results to RTA.
RTA will execute procurement contracts with the chosen Bus OEM. The chosen Bus OEM will submit their final design for RTA approval before proceeding with production. RTA and CTE will participate in a pre-production with the chosen Bus OEM’s to confirm the design, and review quality control, quality assurance, and production procedures that will be in place for this order. Once the buses enter the production line, RTA and CTE will meet with the chosen Bus OEM regularly during the bus build to track progress. The phase will end with the delivery of the buses.
CTE’s subcontractor will provide periodic inspection services. The goal of the inspection is to ensure that the buses meet RTA’s specifications and that the chosen Bus OEM is adhering to their quality control and quality assurance standards. RTA will conduct pre-delivery inspection and approve buses for delivery and post-delivery acceptance inspections. These efforts are consistent with both the Inspection and Test and Inspection and Test Status elements of FTA’s Quality Management System.
After delivery, CTE’s subcontractor will conduct a Post-Delivery Buy America Audit to ensure the buses meet Buy America requirements.
Throughout this phase of the project, CTE will provide guidance and oversight to RTA on bus procurement, design and manufacturing. CTE fees for providing these advisory services are included in the monthly project management fee and described in more detail in Phase 8.
CTE’s deliverables and associated fees and billing frequency for this phase of the project are included in the table below.
|
IDDeliverablesBilling FrequencyFee |
|
|
|
|
|
CTE Review of RTA Technical Specifications for Buses |
One-time at deliverable completion |
$30,000 |
|
|
CTE Review of RTA Bus Contract |
One-time at deliverable completion |
$10,000 |
|
|
Pre-Award Buy America Audits |
One-time at deliverable completion |
$8,000 |
|
|
Post-Delivery Buy America Audits |
One-time at deliverable completion |
$8,000 |
|
|
Inspection Reports |
TBD based on final inspection scope |
$50,000 |
|
|
|
Total |
$106,000 |
Phase 4: Infrastructure Procurement, Design, and Build
Estimated Time to Complete: 12 monthsmonths.
Phase 4 CTE Fee Total: $16,000
This phase of the project includes all necessary steps to procure, design, build and install the charging infrastructure. RTA and CTE will begin with developing a charging specification and other documents required for procurement of chargers. CTE will begin this phase by taking the results of the previous phases and formalizing results into requirements. CTE will finalize the quantity and configuration of chargers as well as provide analysis for recommended charger to dispenser ratio.
CTE, Jacobs, and the chosen OEM will work with RTA during this task to finalize site concepts for the depot charging stations and on route charging at the Downtown Transfer Center (DTC). RTA will also be supported by CTE, Jacobs and OEMs in the installation of an electric microgrid in order to improve resilience after natural disasters. CTE will support RTA project lead(s) in technical oversight, owner’s representation advisory, and project management of the design and installation of the equipment. The project team shall also meet with the local electrical utility to review charging requirements and site plans to ensure there are no issues with utility service to the facility. RTA shall procure services for design services and site engineering (including civil, electrical, and mechanical), permitting, construction, and equipment installation, as needed, from Jacobs. Once site preparation is completed and the charging equipment has been installed, Jacobs shall coordinate site inspection by the utility and the local authority having jurisdiction. Jacobs will conduct grid-side commissioning after inspection and approval to energize is provided. Once the battery electric buses are delivered, the chosen OEM will commission the equipment for charging operations with their buses.
Once the battery electric buses are delivered, the chosen Bus OEM and Heliox will commission the equipment for charging operations with their buses.
As referenced in the narrative above, CTE will provide guidance, oversight and coordination to RTA throughout this phase of the project. CTE fees for providing these advisory services are included in the monthly project management fee and described in more detail in Phase 8.
CTE’s deliverables and associated fees and billing frequency for this phase of the project are included in the table below.
|
IDDeliverablesBilling FrequencyFee |
|
|
|
|
|
CTE Review of Technical Specifications for Chargers |
One-time at deliverable completion |
$16,000 |
|
|
|
Total |
$16,000 |
Phase 5: Bus and Infrastructure Deployment
Estimated Time to Complete: 2 monthsmonths.
Phase 5 CTE Fee Total: $38,000
RTA and CTE will work to develop a plan for post-delivery acceptance and performance validation testing, as well as for beginning revenue service. This plan will include post-delivery inspection process, bus testing and acceptance, operator, maintenance, and first responder training schedules, and performance validation procedures.
RTA will conduct post-delivery inspections and acceptance testing. RTA staff will receive the necessary training to operate and maintain the vehicles from the chosen Bus OEM and charging equipment from Heliox.
CTE will work with RTA to validate the performance and operation of the buses and charging stations through CTE’s performance validation test cycles. CTE will develop a validation test plan to compare against modeled performance and determine if any operational changes are needed. The plan will provide for operating buses along the plan route(s) under controlled conditions (ambient temperature, HVAC load, passenger load, traffic patterns, etc.).
CTE will conduct on-site validation testing based on the aforementioned plan and provide a validation test report to RTA. The report will include operational metrics as well as qualitative assessments of any issues that occur during validation. CTE will use the test results to support RTA in finalizing the deployment strategy and schedules based on real world performance. This phase will close with the buses entering revenue service.
CTE’s deliverables and associated fees and billing frequency for this phase of the project are included in the table below.
|
IDDeliverablesBilling FrequencyFee |
|
|
|
|
|
Validation Test Plan |
One-time at deliverable completion |
$6,000 |
|
|
Validation Test Report |
One-time at deliverable completion |
$32,000 |
|
|
|
Total |
$38,000 |
Phase 6: Deployment Validation and Key Performance Indicators
Estimated Time to Complete: 16 months
Phase 6 CTE Fee Total: $96,000
After revenue service of the buses begins, CTE will collect, analyze, and report on Key Performance Indicators (KPIs) as a method of deployment validation to help track and understand the performance of BEBs for a period of 12 months each. These metrics will allow RTA to fully understand operational metrics to determine if the projected benefits have been realized from the deployment of the electric buses, including impact on emissions, reductions in fuel consumption and cost, reductions in maintenance and costs, and any potential increase in ridership.
CTE will conduct a reporting workshop with RTA to determine the KPIs they wish to capture and the procedures for collecting data.
CTE’s deliverables and associated fees and billing frequency for this phase of the project are included in the table below.
|
IDDeliverablesBilling FrequencyFee |
|
|
|
|
|
KPI Workshop Agenda, Presentation and Meeting Minutes |
One-time at deliverable completion |
$6,000 |
|
|
|
|
$6,000 |
|
|
Monthly or Quarterly KPI Reports |
Monthly or quarterly installments over a 12 month period |
$84,000 |
|
|
|
Total |
$96,000 |
Phase 7: Project Close Out
Estimated Time to Complete: 2 months
Phase 7 CTE Fee Total: $14,000
After the data collection period is over, CTE will issue a final report summarizing project results, findings, and lessons learned. RTA will close out the project with FTA.
CTE’s deliverables and associated fees and billing frequency for this phase of the project are included in the table below.
|
IDDeliverablesBilling FrequencyBilling Frequency Fee |
|
|
|
|
|
Final Report |
One-time at deliverable completion |
$14,000 |
|
|
|
Total |
$14,000 |
Phase 8: Project Management, Administration, Reporting, and Control
Estimated Time to Complete: 3.5 years
Phase 8 Fee Total: $315,000
CTE will manage the entire deployment project including deployment planning; bus specification development; charger selection; infrastructure planning and procurement support; and final deployment. Project management will include but is not limited to the following activities:
• Coordinating regular meetings and information sharing between project partners and stakeholders - CTE will coordinate regular, timely and appropriate meetings with the needed staff. This will include recurring status meetings, as well as focused workshops and other events. Meeting coordination includes detailed agendas, meeting minutes and follow-up. These meetings and communications reduce effort required from RTA’s staff, increase transparency, and ensure that the RTA’s interests and goals are prioritized and fulfilled throughout the project term.
• Advocating for the transit RTA’s interests - Within the project, CTE will act as an advocate and advisor solely focused on RTA’s interests and concerns. CTE’s 25 years of expert experience in electric vehicle technology is crucial when considering the unique requirements of battery electric bus system planning, design, and construction. CTE’s unbiased experience and broad network of industry contacts results in rapid and impartial guidance, helping transit agencies select the technology that will best suit their needs and avoid pitfalls of electric bus implementation without being beholden to the bus manufacturer. CTE has proven experience in ensuring transparency on the capabilities, operation, and maintenance of battery electric buses, and ensuring that the final buses meet all specifications and service requirements.
• Technical Advisory- CTE provides technical advisory services throughout the project to ensure that RTA staff understand the differences in technology and the best practices for deploying and operating ZEBs. CTE will advise RTA on ZEB technology best practices, key deployment strategies; ZEB supplier terms and conditions; charging strategies; oversight of bus manufacturing and design; construction and installation of charging stations; and ZEB training, operations, and maintenance.
• Tracking project tasks, budget timeline and related project risks - CTE will develop and maintain the project schedule, andschedule and ensure that all milestones and deliverables are completed effectively and on time. CTE will also rigorously track and drive the resolution of project risks and action items to ensure project success.
CTE’s project management fees will be split into years and invoiced in monthly installments.
|
Project ManagementBilling FrequencyFee |
|
|
|
Months 1-12 |
Monthly installments of $9,500 per month over a 12 month12-month period |
$114,000 |
|
Months 13-30 |
Monthly installments of $8,000 per month over an 18 month18-month period |
$144,000 |
|
Months 31-42 |
Monthly installments $4,750 per month over a 12 month12-month period |
$57,000 |
|
|
Total |
$315,000 |
Deliverables associated with this phase of the project may include but are not limited to the following:
Project Status Meeting Agendas and Minutes
Quarterly Management Reports (QMRs)
Ad hoc Reports, Communications, and Presentations as requestedrequested.
Technical Review of RFP Responses for Charging Equipment
Technical Review of Site Plans for Charging Equipment
Tracking Project Tasks, Risks, Budgets, and Timeline
Project Administration, Reporting & Control
CTE will guide the entire project by the control and risk management procedures detailed below. CTE’s centralized management of the work program will enable team members to concentrate on exceeding project goals and ensure production of deliverables in a clear and well-coordinated manner. Details of CTE’s processes for ensuring the efficient accomplishment of these tasks are as follows.
Collaboration Tools
CTE will use e-mail, Dropbox and Smartsheet to share project files and communications, coordinate tasks, track issues, and maintain project calendars.
Communications Plan
Team members will participate in weekly or bi-weekly conference calls to discuss project status and current issues. Meeting minutes will be taken and shared to ensure open access to proceedings. Online video conferencing will be employed when team members desire a presentation format to share status updates. CTE will schedule additional conference calls with team members as needed.
Reporting Plan
CTE will provide RTA with quarterly summaries of project status and activities through Quarterly Management Reports (QMRs). The QMRs provide a summary of project status, progress, and accomplishments of the previous quarter and projections for the remainder of the project. The QMR will be structured to allow RTA to easily incorporate the information into the required FTA Quarterly Report submitted by RTA. The QMR will document project progress and activities as well as describe any known risks and plans for mitigation.
CTE will compile the QMRs with input from team members. CTE will provide team members with a QMR template that will include:
• Summary narrative of accomplishments by task/milestone during the period
• Estimated % completion and expected completion dates of task/milestonemilestone.
• Significant events affecting progress and discussion of project variancesvariances.
• Remaining activities and expected completion datesdates.
CTE will also compile a Final Report at the end of the project to summarize the project accomplishments, realized benefits, and lessons learned.
Risk and Action Item Management and Mitigation Plan
CTE provides strong and engaged oversight of project progress through the suite of management controls and procedure outlined above. CTE’s management method allows us to anticipate and manage potential risks and ensures quick recognition of any unexpected project risks that arise. All identified risks are documented; assigned to project team members for research, analysis, and resolution; and tracked through the project. Risks and related tasks are prioritized to ensure that project team members remain focused on the right activities at the right time. Critical issues that remain unresolved or proposed solutions that impact project timeline, scope, budget or resources are escalated to RTA management for immediate attention.
Schedule Control Plan
CTE will be responsible for maintaining the overall schedule with input from team members.
Team members will report schedule status for their assigned tasks during the regular team calls. If the actual progress for a task is determined to be behind the planned schedule, CTE will work with RTA to develop appropriate corrective action based on the schedule variance, the amount of work remaining, the impact on other tasks, and impact on the overall schedule.
CTE Deliverables
|
Phase |
Task |
Billing Frequency |
Deliverable |
Total |
Cost per Installment ($) |
|
1 |
Project Planning |
$36,000 |
|
|
|
|
One-time at deliverable completion |
Project Kick Off Meeting Agendas, Presentations and Minutes |
|
$30,000 |
|
|
|
One-time at deliverable completion |
Project Workbook |
|
$6,000 |
|
2 |
Requirements Analysis |
$110,000 |
|
|
|
|
One-time at deliverable completion |
East Garage Bus and Route Analysis Modeling Presentation |
|
$29,000 |
|
|
|
One-time at deliverable completion |
East Garage Charge Modeling Presentation |
|
$13,000 |
|
|
|
One-time at deliverable completion |
East Garage Rate Modeling Presentation |
|
$13,000 |
|
|
|
One-time at deliverable completion |
A Phillip Randolph Bus and Route Analysis Modeling Presentation |
|
$29,000 |
|
|
|
One-time at deliverable completion |
A Phillip Randolph Charge Modeling Presentation |
|
$13,000 |
|
|
|
One-time at deliverable completion |
A Phillip Randolph Rate Modeling Presentation |
|
$13,000 |
|
3 |
Bus Procurement and Build |
$106,000 |
|
|
|
|
One-time at deliverable completion |
CTE Review of Technical Specifications for Buses |
|
$30,000 |
|
|
|
One-time at deliverable completion |
CTE Review of Bus Contract |
|
$10,000 |
|
|
|
One-time at deliverable completion |
Pre-Award Buy America Audits |
|
$8,000 |
|
|
|
One-time at deliverable completion |
Post-Delivery Buy America Audits |
|
$8,000 |
|
|
|
TBD based on final inspection scope |
Inspection Reports |
|
$50,000 |
|
4 |
Infrastructure Procurement, Design, and Build |
$16,000 |
|
|
|
|
One-time at deliverable completion |
CTE Review of Technical Specifications for Chargers |
|
$16,000 |
|
5 |
Bus and Infrastructure Deployment |
$38,000 |
|
|
|
|
One-time at deliverable completion |
Validation Test Plan |
|
$6,000 |
|
|
|
One-time at deliverable completion |
Validation Test Report |
|
$32,000 |
|
|
|
-- |
Updates to Operating and Charging Recommendations Document as Needed |
|
-- |
|
6 |
Deployment Validation and Key Performance Indicators |
$96,000 |
|
|
|
|
One-time at deliverable completion |
KPI Workshop Agenda, Presentation and Meeting Minutes |
|
$6,000 |
|
|
|
One-time at deliverable completion |
Data Collection and Reporting Plan and KPI Dashboard Development (where applicable) |
|
$6,000 |
|
|
|
Monthly or quarterly installments over a 12 month period |
Monthly or Quarterly KPI Reports |
|
$84,000 |
|
7 |
Project Close Out |
$14,000 |
|
|
|
|
One-time at deliverable completion |
Final Report |
|
$14,000 |
|
8 |
Project Management, Administration, Reporting, and Control |
$315,000 |
|
|
|
|
Monthly installments over 12-month period |
Months 1-12 |
|
$114,000 |
|
|
|
Monthly installments over 18-month period |
Months 13-30 |
|
$144,000 |
|
|
|
Monthly installments over 12-month period |
Months 31-42 |
|
$57,000 |
|
Total CTE Budget |
$731,000 |
|
Attachment II
Federal Terms & Conditions
1. Incorporation of FTA Terms.
The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any RTA requests which would cause the RTA to be in violation of the FTA terms and conditions.
2. No Government Obligation to Third Parties
(a) RTA 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 RTA, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.
(b) 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.
3. Program Fraud and False or Fraudulent Statements and Related Acts
(a) 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 Agreement, 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.
(b) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate.
(c) 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.
4. 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 the applicable U.S. DOT Common Rule. 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 RTA, the U.S. Secretary of Transportation, the Comptroller General of the United States or any of their duly authorized representatives to inspect and audit records and information related to performance of this contract as reasonably may be required and otherwise agrees to comply with 49 U.S.C. §5325(g), and federal access to records requirements as set forth in the applicable U.S. DOT Common Rules.
(d) Access to the Sites of Performance. The Contractor agrees to permit RTA, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives and its contractors access to the sites of performance under this contract as reasonably may be required.
5. 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 <http://www.fta.dot.gov/funding/apply/grants_financing_3162.html>between RTA 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.
6. Civil Rights Requirements
The following requirements apply to the underlying contract:
(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 A-26 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, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, et seq., and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual orientation and gender identity). Such action shall include, but not be limited to, the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue
(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. § A-27 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.
The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties.
7. Disadvantaged Business Enterprise (DBE)
(a) Contractor, each third party contractor, and each third party subcontractor must not discriminate based on race, color national origin, or sex in the award and performance of any FTA or U.S. DOT-assisted subagreement, third party contract, and third party subcontract, as applicable, and the administration of its DBE program or the requirements of 49 CFR Part 26 and must take all necessary and reasonable steps under 49 CFR Part 26;
(b) Contractor, each third party contractor, and each Third Party Subcontractor must take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of U.S. DOT-assisted subagreements, third party contracts, and third party subcontracts, as applicable;
(c) Failure by Contractor and any of its Third Party Contractors or Third Party Subcontractors to carry out the requirements of this subparagraph 12.e(4)(ii) is a material breach of this subagreement, third party contract, or third party subcontract, as applicable; and
(d) The following remedies, or such other remedy as the Recipient deems appropriate, include, but are not limited to, withholding monthly progress payments, assessing sanctions, liquidated damages, and/or disqualifying the Contractor, Third Party Contractor, or Third Party Subcontractor from future bidding as non-responsible.
8. Employee Protections
The Contractor shall comply with all federal laws, regulations, and requirements providing wage and hour protections for non-construction employees, in accordance with 40 U.S.C. § 3702, Contract Work Hours and Safety Standards Act, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq., and U.S. DOL regulations, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Non-construction Contracts Subject to the Contract Work Hours and Safety Standards Act),” 29 C.F.R. part 5.
The Contractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three (3) years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid.
Such records maintained under this paragraph shall be made available by the Contractor for inspection, copying, or transcription by authorized representatives of the FTA and the Department of Labor, and the Contractor will permit such representatives to interview employees during working hours on the job.
The contractor shall require the inclusion of the language of this clause within subcontracts of all tiers.
9. Disputes
RTA and the Contractor intend to resolve all disputes under this Agreement to the best of their abilities in an informal manner. To accomplish this end, the parties will use an Alternative Dispute Resolution process to resolve disputes in a manner designed to avoid litigation. In general, the parties contemplate that the Alternative Dispute Resolution process will include, at a minimum, an attempt to resolve disputes through communications between their staffs, and, if resolution is not reached at that level, a procedure for review and action on such disputes by appropriate management level officials within RTA and the Contractor’s organization. In the event that a resolution of the dispute is not mutually agreed upon, the parties can agree to mediate the dispute or proceed with litigation. Notwithstanding any provision of this section, or any other provision of this Contract, it is expressly agreed and understood that any court proceeding arising out of a dispute under the Contract shall be heard by a Court de novo and the court shall not be limited in such proceeding to the issue of whether RTA acted in an arbitrary, capricious or grossly erroneous manner.
Pending final settlement of any dispute, the parties shall proceed diligently with the performance of the Contract, and in accordance with <Agency’s> direction or decisions made thereof.
(1) Performance during Dispute. Unless otherwise directed by RTA, Contractor shall continue performance under this Contract while matters in dispute are being resolved.
(2) Claims for Damages. Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of its employees, agents or others for whose acts it is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury or damage.
(3) Remedies. Unless this Contract provides otherwise, all claims, counterclaims, disputes and other matters in question between RTA and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which RTA is located.
(4) Rights and Remedies. The duties and obligations imposed by the Contract documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by RTA or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.
10. Energy Conservation Requirements
The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.
The Contractor agrees to include the requirements of this section in all its subcontracts that these requirements flow down to all subcontractor tiers.
11. Fly America
(a) Definitions. As used in this clause-
“International air transportation” means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States.
“United States” means the 50 States, the District of Columbia, and outlying areas.
“U.S.-flag air carrier” means an air carrier holding a certificate under 49 U.S.C. Chapter 411.
(b) When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 40118) (Fly America Act) requires contractors, 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. It requires the Comptroller General of the United States, in the absence of satisfactory proof of the necessity for foreign-flag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for international air transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services.
(c) If available, the Contractor, in performing work under this contract, shall use U.S.-flag carriers for international air transportation of personnel (and their personal effects) or property.
(d) In the event that the Contractor selects a carrier other than a U.S.-flag air carrier for international air transportation, the Contractor shall include a statement on vouchers involving such transportation.
12. Government-Wide Debarment and Suspension (Nonprocurement)
Contractor shall comply and facilitate compliance with U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)”, 2 C.F.R. Part 180. As such, the contractor shall verify that none of the contractor, its principals, as defined at 2 CFR 1200, or affiliates, as defined at 2 CFR 1200, are not presently declared by any Federal department or agency to be:
i. Debarred from participation in any federally assisted Award;
ii. Suspended from participation in any federally assisted Award;
iii. Proposed for debarment from participation in any federally assisted Award;
iv. Declared ineligible to participate in any federally assisted Award;
v. Voluntarily excluded from participation in any federally assisted Award; or
vi. Disqualified from participation in ay federally assisted Award.
The contractor is required to comply with 2 CFR 1200, and must include the requirement to comply with 2 CFR 1200 in any lower tier contract for $25,000 or more.
By executing this Agreement, Contractor certifies as follows:
The certification in this clause is a material representation of fact relied upon by RTA. If it is later determined that Contractor knowingly rendered an erroneous certification, in addition to remedies available to RTA, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. Contractor agrees to comply with the requirements of 2 CFR 1200 while this offer is valid and throughout the period of any contract that may arise from this offer. Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions.
13. Lobbying
Upon execution of the underlying Agreement, Contractor certifies, to the best of his or her knowledge and belief, that:
(a) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an 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.
(b) 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.
(c) Contractor will require that the language of this certification be included in the award documents for all sub-awards for more than $100,000 at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.
This certification clause is a material representation of fact upon which reliance was placed when this Agreement was entered into. Submission of this certification clause is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
14. Clean Air and Federal Water Pollution Control Act
(a) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to 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). The Contractor agrees to not use any violating facilities, to report each violation of use of prohibited facilities to Transit Agency and understands and agrees that Transit Agency will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office.
(b) The Contractor also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA.
15. Recycled Products
The Contractor agrees to provide a preference for those products and services that conserve natural resources, protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962, and U.S. Environmental Protection Agency (U.S. EPA), “Comprehensive Procurement Guideline for Products Containing Recovered Materials,” 40 C.F.R. part 247.
16. Safe Operation 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 AGENCY.
(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 Contactor owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the work performed under this agreement.
17. Telecommunications Certification
Contractor certifies through the signing of this Agreement that, consistent with Section 889 of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Pub. L. 115-232 (Aug. 13, 2018), the Contractor does not and will not use any equipment, system, or service that uses “covered telecommunications equipment or services” (as that term is defined in Section 889 of the Act) as a substantial or essential component of any system or as critical technology as part of any system. The Contractor will include this certification as a flow down clause in any contract related to this Agreement.
18. Prompt Payment
If Contractor utilizes third party subcontractors in performance of this Agreement, Contractor shall pay all such subcontractors for all work that the subcontractor(s) has satisfactorily completed, no later than ten (10) business days after the Contractor has received payment from RTA. If requested by RTA, Contractor shall submit regular “Status Reports of DBE Subcontract Payments” in a form acceptable to RTA.
Attachment III
RTA’s General Provisions
The Regional Transit Authority’s General Provisions shall apply to this contract.
1. Written Change Orders/Amendments
This contract may be changed/ amended in any particular allowed by law upon the written mutual agreement of both parties.
2. Change Order/Amendment Procedure
Within ten (10) calendar days after receipt of the written change order to modify the contract, the Contractor shall submit to the RTA a detailed price and schedule proposal for the work to be performed. This proposal shall be accepted or modified by negotiations between the Contractor and the RTA. At that time, a detailed modification shall be executed in writing by both parties. In the event that federal funds are used in this procurement, the FTA may reserve the right to concur in any change order or any dispute arising under such change order. Disagreements that cannot be resolved by negotiation shall be resolved in accordance with the contract disputes clauses. Regardless of any disputes, the Contractor shall proceed with the work ordered, if the RTA has obtained the concurrence of FTA, should such concurrence be required. Regardless of any other requirement herein, RTA shall negotiate profit as a separate element of cost for any change order or amendment to any contract awarded pursuant to this solicitation.
3. Omissions
Notwithstanding the provision of drawings, technical specifications or other data by the RTA, the Contractor shall supply all resources and details required to make the supplies complete and ready for utilization even though such details may not be specifically mentioned in the drawings and specifications.
4. Priority
In the event of any conflicts between the description of the supplies and/or services in the Technical Specifications and drawings and other parts of this Invitation for Bids, the Technical Specifications and drawings shall govern.
5. Communications
All official communications in connection with this contract shall be in writing. Solicitation or persons acting on their behalf may not contact, between the release of the solicitation and award, any employee or officer of Transdev or the Regional Transit Authority, including the Board of Commissioners, concerning any aspect of this solicitation, except in writing to the procurement officer or as provided in the solicitation documents. Violation of this provision may be grounds for rejecting a response.
6. Interest of Members of, or Delegates to Congress
In accordance with 18 U.S.C. Subsection 431, no member of, or delegates to, the Congress of the United States shall be admitted to a share or part of this contract or to any benefit arising there from.
7. Conflict of Interest
No Board Member, employee, officer or agent, or employee of such agent of the RTA shall participate in the selection or in the award or administration of a contract if a conflict of interest, real or apparent, would be involved. Such a conflict would arise when:
a. The Board Member, employee, officer or agent, or employee of such agent;
b. Any member of his immediate family;
c. His or her partner; or
d. An organization that employs, or is about to employ any of the above, has a direct or indirect, present or future financial or other interest in the firm selected for award.
The RTA's Board Members, officers, employees or agents shall neither solicit nor accept gratuities, favors or anything of monetary value from contractors, potential contractors or parties of sub agreements.
Each entity that enters into a contract with the RTA is required, prior to entering into such contract, to inform the RTA of any real or apparent organizational conflicts of interest. An organizational conflict of interest exists when the contractor is unable or potentially unable to provide objective assistance or advice to the RTA due to other activities, relationships, contracts, or circumstances; when the contractor has an unfair competitive advantage through obtaining access to nonpublic information during the performance of an earlier contract; and during the conduct of an earlier procurement, the contractor has established the ground rules for a future procurement by developing specifications, evaluation factors, or similar documents, in accordance with Chapter VI, 2.a.(4)(h) of FTA C 4220.1F.
8. Equal Employment Opportunity
The Contractor shall comply with Executive Order No. 11246 as amended, entitled "Equal Employment Opportunity" as supplemented in Department of Labor Regulations (41 C.F.R. Paragraph 60). In connection with the execution of this Agreement, the Contractor shall not discriminate against any employees or applicant for employment because of race, religion, color, sex, age, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during their employment without regard to their race, religion, color, sex, age, or national origin. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor further agrees to insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials.
9. Privacy Requirements
The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract:
(1) The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understand that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract.
(2) The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA.
10. Indemnification
The Contractor covenants and agrees to fully defend, protect, indemnify and hold harmless the RTA, their directors, officers, employees, agents, and assigns from and against all liability, including strict liability, claims, demands, and causes of action brought by others against RTA, and expenses, including but not limited to reasonable attorney's fees; and expense incurred in defense of RTA, arising out of, or in any way incidental to, or in connection with the work hereunder, and other activities by contractor; provided, however, that such indemnification shall apply only to the extent permitted by applicable law, and except and to the extent such liability, claim, demand or cause of action results from RTA's negligence.
11. Performance
Contractor shall perform all work diligently, carefully and in a good and workmanlike manner and shall furnish all labor, supervision, machinery, equipment, material and supplies necessary therefore. Contractor shall obtain and maintain all permits and licenses required by public authorities in connection with performance of the work, and, if permitted to subcontract, shall be fully responsible for all work performed by subcontractors. Contractor shall conduct all operations in Contractor's own name and as an independent contractor, and not in the name of, or agent for RTA.
12. Status of Contractor and Its Employees
For all purposes specified under the terms of this Agreement the Contractor shall be considered an independent contractor as defined in R.S. 23:1021 (5), and as such, the RTA shall not be liable to the Contractor for benefits or coverage provided by the Workers' Compensation Law of the State of Louisiana (R.S. 23:1021 et seq.), and further, under the provisions of R.S. 23:1034, no person employed by the Contractor shall be considered an employee of the RTA for the purpose of Workers' Compensation coverage.
13. Insurance and Licenses
The contractor shall, upon request by the RTA, submit a copy of their standard insurance certificates for this project.
14. Subcontractors
No portion of this contract may be, reassigned, transferred, or sublet without the written approval of the RTA. If allowed to subcontract, no subcontractor may be replaced without the written approval of the RTA.
15. Assumption of Risk of Loss
Contractor shall bear the risk of loss of the supplies, except that upon delivery, as defined in this Invitation for Bids, the RTA will bear the risk of loss due to the negligence of the RTA.
16. Shipping
The goods shall be delivered by the Contractor to the RTA’s selected project site located in New Orleans. The RTA’s Project Manager will coordinate the delivery address with the Contractor prior to the shipment. The goods shall be delivered in excellent condition ready for utilization and/or installation. Contractor shall be responsible for unlading the goods at the specified location and assume all responsibility and liability incident to said delivery.
17. Delivery
Delivery shall constitute the transfer of the supplies from the possession of the contractor to the possession of the RTA, as provided in this Invitation for Bids. Delivery shall be evidenced by a signed receipt issued by an authorized agent of the RTA. Items are to be delivered no later than 30 calendar days after the receipt of the executed contract and purchase order, unless otherwise authorized by RTA.
18. Certificate of Conformance
The Contractor shall submit with each shipment a Certificate of Conformance signed by an authorized Contractor’s Representative, stating that the materials furnished to Regional Transit Authority (RTA) are in conformance with applicable requirements of the Contract, drawings and specifications, and that supporting documentation is on file and will be made available to RTA or Federal Transit Representatives upon request. Certifications shall include name of Contractor for materials being supplied, quantity shipped, lot number, and Contract Number. An example of an acceptable statement of conformance is as follows:
“This is to certify that all items are noted in conformance with the Contract, drawings, specifications, and other applicable documentation.”
19. Acceptance
Within 7 days after delivery, the RTA, its agents or assigns will conduct acceptance inspection. Acceptance shall be conditioned upon satisfactory results of such inspection, promptly communicated in writing to the Contractor, subject however, to revocation upon discovery of defects.
19. Quality of Inspection
All goods and services installed and supplied shall be good quality and free from any defects and shall at all times be subject to RTA's inspection; but neither RTA's inspection nor failure to inspect shall relieve Contractor of any obligation hereunder. If, in RTA's opinion, any goods or service (or component thereof) fails to conform to specifications or is otherwise defective, Contractor shall promptly replace or correct same at Contractor's sole expense. No acceptance or payment by RTA shall constitute a waiver of the foregoing, and nothing herein shall exclude or limit any warranties implied by law.
21. Correction by Contractor
After non-acceptance of the work, the Contractor shall begin implementing correction procedures within five (5) calendar days after receiving notification from the RTA. The RTA will make the site timely with Contractor's correction schedule. The Contractor shall bear all expense incurred to complete correction of the work after non-acceptance, and Contractor shall diligently implement correction procedures.
22. Materials/Accessories Responsibility
The Contractor shall provide and warranty all parts materials, equipment and workmanship associated with the supplies and related materials and equipment used, whether the same are manufactured by the Contractor or purchased from suppliers.
23. Unavoidable Delay
If completion of the work furnished under this contract should be unavoidably delayed, the RTA may extend the time for satisfaction of the Contractor's obligations pursuant thereto for a number of days determined by RTA to be excusable due to unavoidability. A delay is unavoidable only if the delay was not reasonably expected to occur in connection with or during the Contractor's performance, and was not caused directly of substantially by acts, omissions, negligence or mistakes of the Contractor, the Contractor's suppliers or their agents and was substantial and in fact caused the Contractor to miss completion dates and could not adequately have been guarded against by contractual or legal means.
24. Notification of Delay
The Contractor shall notify the RTA as soon as the Contractor has, or should have, knowledge that an event has occurred or will occur which will delay progress or completion. Within five (5) days there from, the Contractor shall confirm such notice in writing furnishing as much detailed information as is available.
25. Requests for Extension
The Contractor agrees to supply, as soon as such data are available, any/all reasonable proof required by the RTA to make a decision relative to any request for extension. The RTA shall examine the request and any documents supplied by the Contractor, and RTA shall determine if the Contractor is entitled to an extension and the duration of such extension. The RTA shall notify the Contractor of this decision in writing. It is expressly understood and agreed that the Contractor shall not be entitled to damages or compensation, and shall not be reimbursed for losses on account of delays resulting from any cause under this provision.
26. Access Requirements for Individuals with Disabilities
During the performance of this contract, the contractor, for itself, its assignees and successors in interest agree to comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. sections 12101 et seq.; section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. section 794; section 16 of the Federal Transit Act, as amended, 49 U.S.C. app. section 1612; and the following regulations and any amendments thereto:
(a) U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R. Part 37;
(b) U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance," 49 C.F.R. Part 27;
(c) U.S. DOT regulations, "American With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 49 C.F.R. Part 38;
(d) Department of Justice (DOJ) regulations, "Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 C.F.R. Part 35;
(e) DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 C.F.R. Part 36;
(f) General Services Administration regulations, "Accommodations for the Physically Handicapped," 41 C.F.R. Subpart 101-19;
(g) Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provision of the Americans with Disabilities Act," 29 C.F.R. Part 1630;
(h) Federal Communications Commission regulations, "Telecommunications Relay Services and Related Customer Premises Equipment for the Hearing and Speech Disabled," 47 C.F.R. Part 64, Subpart F; and
(i) FTA regulations, "Transportation of Elderly and Handicapped Persons," 49 C.F.R. Part 609.
27. Application of Federal, State and Local Laws and Regulations
(a) Federal Laws and Regulations
The Federal requirements (laws, regulations policies, and related administratively) contained in this contract may change (from time to time) after the date the contract has been executed. Any changes in federal requirements shall apply to this contract and be incorporated therein.
(b) State or Territorial Law and Local Law
This contract shall be entered into in the State of Louisiana and shall be governed and/or construed in accordance with the laws and jurisprudence of the State of Louisiana, except to the extent that a Federal Statute or regulation preempts State or territorial law.
28. Contract Period
THE OF THIS CONTRACT SHALL BE FROM THE DATE THE CONTRACT IS ISSUED UNTIL ALL GOODS AND ITEMS ARE RECEIVED AND APPROVED BY RTA, UNLESS THE CONTRACT PERFORMANCE PERIOD IS EXTENDED BY WRITTEN AMENDMENT/CHANGE ORDER AND EXECUTED BY THE PARTIES.
29. No Obligation by the Federal Government
(1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.
(2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.
30. 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 Agreement (Form FTA MA (2) dated October, 1995) between RTA 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.
31. Incorporation of Federal Transit Administration (FTA) Terms
The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any RTA requests which would cause RTA to be in violation of the FTA terms and conditions”:<https://www.transit.dot.gov/regulations-and-guidance/fta-circulars/third-party-contracting-guidance>
32. Exclusionary or Discriminatory Specifications
Apart from inconsistent requirements imposed by federal statute or regulations, the RTA will comply with the requirements of 49 U.S.C. § 5323(h) (2) by refraining from using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications.
33. Geographic Restrictions
Except as expressly mandated, encouraged or permitted by FTA or Federal statute, RTA will refrain from using state or local geographic preferences.
34. Prompt Payment
The prime contractor payment terms will be set forth in the contract agreement. The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than five (5) days from the receipt of each payment the prime contractor receives from the RTA. The prime contractor further agrees to return retainage payment to each subcontractor within five (5) days after the subcontractors work is satisfactorily completed and accepted by RTA, and all lien delay’s under applicable laws have expired. Any delay or postponement of payment from the above-referenced time frame may occur only for good cause following written approval of the RTA. This clause applies to both DBE and non-DBE subcontractors.
Identification of subcontractors: All prime contractors submitting offers in response to this Invitation for Bids must provide the following information for All subcontractors whether the firm is identified as a Disadvantaged Business Enterprise or not. The required information is:
(1) Firm Name
(2) Firm Address
(3) Firm’s status as a DBE or non DBE
(4) The age of the firm
(5) The annual gross receipts of the firm
Additionally, each contract RTA enters into with a contractor (and each subcontract) the prime contractor signs with a subcontractor shall include the following assurance:
The contractor, sub recipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as the RTA deems appropriate.
Further, each contract RTA enters into with a contractor (and each subcontract the prime contractor signs with a subcontractor shall include the following assurance:
The contractor, sub recipient or subcontractor shall make prompt payments for all satisfactory work performed under this agreement. The contractor shall within thirty (30) days of receipt of payment from RTA make all payments due subcontractors and suppliers. This requirement shall flow down to all levels including subcontractors making payments to sub subcontractors and suppliers, etc. Additionally, upon release of retainage(s) by RTA, Contractor shall in turn within thirty (30) days release retainage(s) it holds. The requirement for release of retainage(s) within thirty (30) days shall flow down to all subcontractors, etc. performing under this contract. Contractor or any of its subcontractors, etc. may not delay or postpone payments or release of retainage without prior RTA written approval. RTA may delay, or withhold up to twenty-five percent of Contractor’s payments, retainage, etc. if there is evidence that Contractor is not complying with any provision hereunder. RTA may withhold monies due Contractor until such time as Contractor by its actions or assurances has, to RTA satisfaction, proven that it will or has complied with all the requirements hereunder.
35. Confidentiality
Contractor agrees that any and all information, in oral or written form, whether obtained from RTA, its agents or assigns, or other sources, or generated by Contractor pursuant to this contract shall not be used for any purpose other than fulfilling the requirements of this contract. Contractor further agrees to keep in absolute confidence all data relative to the business of RTA and Transdev, their agents or assigns. No news release, including but not limited to photographs and film, public announcement, denial or confirmation of any part of the subject matter of any phase of any program hereunder shall be made by Contractor without written approval of RTA.
36. Disputes
Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the Director of Procurement. The decision of the Director of Procurement shall be final and conclusive unless within [seven (7)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the Vice President-Transdev. In connection with any such appeal, the Contractor may be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Vice President-Transdev shall be binding upon the Contractor and the Contractor shall abide by the decision.
Performance During Dispute. Unless otherwise directed by RTA, Contractor shall continue performance under this contract while matters in dispute are being resolved.
Claims for Damages. Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury or damage.
Remedies. Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the RTA and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State of Louisiana.
Rights and Remedies. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the RTA, (its agents or assigns) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.
37. Ownership of Documents
Any documents, drawings, specifications, reports or data generated by the Contractor in connection with this project shall become the sole property of the RTA, subject to any rights asserted by FTA of the U.S. Department of Transportation. The Contractor may retain copies of such items for its files. The Contractor shall not release any documents, reports or data from this project without prior written permission from the RTA.
38. State and Local Law Disclaimer
The use of many of the Clauses herein are not governed by federal law, many of the clauses contained herein contain FTA suggested language in certain instances these clauses may be affected by State Law.