SLED Opportunity · OHIO · CENTRAL OHIO TRANSIT AUTHORITY (COTA)

    Request for Quote for Misc. Parts - 4-2-2026

    Issued by Central Ohio Transit Authority (COTA)
    localRFQCentral Ohio Transit Authority (COTA)Sol. 252706
    Closed
    STATUS
    Closed
    due Apr 8, 2026
    PUBLISHED
    Apr 2, 2026
    Posting date
    JURISDICTION
    Central Ohio
    local
    NAICS CODE
    423120
    AI-classified industry

    AI Summary

    COTA seeks bids for miscellaneous bus parts to support maintenance and repair of its transit fleet. The contract ensures supply of new, OEM-approved parts for preventive maintenance and repairs. Bids due April 8, 2026.

    Opportunity details

    Solicitation No.
    252706
    Type / RFx
    RFQ
    Status
    open
    Level
    local
    Published Date
    April 2, 2026
    Due Date
    April 8, 2026
    NAICS Code
    423120AI guide
    State
    Ohio
    Agency
    Central Ohio Transit Authority (COTA)

    Description

    The Central Ohio Transit Authority (COTA) is seeking competitive sealed bids from qualified vendors for the supply and delivery of miscellaneous bus parts to support the ongoing maintenance, repair, and operational readiness of its fixed-route and support vehicle fleet. The resulting contract will provide COTA with a reliable and cost-effective source for a wide range of replacement components and consumable parts required for routine preventive maintenance, corrective repairs, and fleet sustainment activities.

    The selected contractor(s) will be responsible for furnishing new, unused, and manufacturer-approved parts in accordance with COTA specifications, delivery requirements, and quality standards to ensure continued safe and efficient transit operations.

    Background

    COTA operates and maintains a diverse fleet of transit vehicles that require continuous upkeep to meet safety, reliability, and service performance standards. As part of its fleet lifecycle management strategy, COTA must procure various miscellaneous bus parts on an as-needed basis to support preventive maintenance programs, unscheduled repairs, and component replacements resulting from normal wear and operational demands.

    This solicitation is intended to establish one or more term contracts with responsive and responsible bidders capable of meeting COTA’s technical specifications, delivery timelines, and inventory support needs. The resulting contract(s) will help minimize vehicle downtime, support safe and reliable transit service for the community, and align with COTA’s commitment to sound fiscal stewardship and effective fleet asset management.

     

    Project Details

    • Reference ID: 2026-IFB-016
    • Department: 2100- Finance- Procurement
    • Department Head: Earl C. Jackson (Chief Financial Officer)

    Important Dates

    • Questions Due: 2026-04-06T16:00:00.000Z
    • Answers Posted By: 2026-04-07T16:00:00.000Z

    Evaluation Criteria

    • Invoicing

      All invoices from the vendor must be sent directly to AccountsPayable@cota.com.

      Each invoice shall include, at a minimum, the following information:

      1. Invoice number

      2. Unique five (5) digit Purchase Order Number

      3. Contract number

      4. Description of services performed or items provided

      5. Date(s) of service, if applicable

      6. Quantity

      7. Unit price

      8. Extended price

      9. Name of authorized COTA representative

      10. Vendor contact person and telephone number

      11. Remittance address

      12. Any required supporting documentation

      Invoices submitted without the required five (5) digit Purchase Order Number will be rejected and returned to the Vendor for correction. Payment processing will not begin until a properly completed invoice is accepted.

    • General Instructions
      1. Each bidder is solely responsible for submitting any necessary forms and certifications that may be required by the Request For Quote (RFQ). 
      2. A list of all holders (“followers”) of the RFQ is available for view and/or print on the online procurement portal. The list is obtainable from the RFQ advertisement date through the RFQ close date.
    • General

      To be considered for award, Bidders shall submit complete, responsive, and accurate bid packages in accordance with the requirements set forth in this RFQ. Failure to provide all required information, certifications, and documentation may result in the bid being deemed non-responsive.

      All bids shall be submitted electronically through COTA’s designated procurement platform prior to the stated Bid Due Date and Time. Late submissions shall not be accepted.

    • COTA Background

      The Central Ohio Transit Authority (COTA) is the region’s public transportation system for the Columbus region, providing more than 12 million passenger trips to communities in six Central Ohio counties. COTA provides fixed-route, paratransit, and microtransit service and employs more than 1,200 people, including 900+ frontline workers.

      The organization recently won approval from voters to implement LinkUS, an $8 billion transit modernization plan. Through LinkUS, COTA will expand service by 45% over the next 25 years, including new and improved fixed-route lines, eight new COTA//Plus microtransit zones, five new rapid transit lines, and 500 miles of new sidewalks, bikeways, and trails to better connect more than 40 communities to public transit.

    • Award Notifications
      1. Notification to Successful Proposer. Award decisions of Central Ohio Transit Authority (COTA) shall be reduced to writing by the Director of Supply Management, or delegate, and shall be final. Central Ohio Transit Authority (COTA) will notify the successful proposer, if any, by sending a notice of intent to award, which is subject to any required Central Ohio Transit Authority (COTA)Board of Trustees approval. Following Central Ohio Transit Authority (COTA)approval, the Procurement Administrator) will initiate the Contract signature process and then issue a Purchase Order and a notice to proceed with the executed Contract.
      2. Notifications to Unsuccessful Proposers.
        1. Pre- and Post-Award Notices of Exclusion. The PProcurement Administrator) shall notify unsuccessful proposers through Central Ohio Transit Authority (COTA)'s online procurement portal of exclusion from award. Requests for a debriefing must be submitted to the PProcurement Administrator at neelbg@cota.com) within three (3) business days of receipt of such notice. Requested debriefings shall address only the requesting proposer’s proposal. Only one debriefing shall be provided per proposer. 
        2. Protests. Protest procedures can be found at Solicitation Protest Procedures | COTA, Central Ohio Transit Authority. Let's Go!.
    • Evaluation Methodology

      Bids received in response to this Request for Quote (RFQ) shall be evaluated to determine the lowest responsive and responsible bidder(s) in accordance with the requirements of this solicitation, Federal Transit Administration (FTA) Circular 4220.1G, and applicable State of Ohio procurement regulations.

      Evaluation shall be conducted based on objective, quantifiable criteria, with primary emphasis placed on price, provided the bid is determined to be responsive and the bidder is determined to be responsible.  COTA reserves the right to make awards based on availability.

    • Addenda to RFQ

      In the event that it becomes necessary to revise any part of this RFQ, or if additional information is necessary to enable potential bidders to make an adequate interpretation of the provisions of this RFQ, an addendum to the RFQ will be provided through Central Ohio Transit Authority (COTA) online procurement portal. Notice shall be deemed received once given. Failure to receive such notice shall not affect any solicitation response or contract award.

    • Required Bid Documents

      At a minimum, each Bidder shall submit the following:

      1. Completed Bid Form
        Fully executed by an authorized representative of the Bidder.

      2. Pricing Schedule
        Including all required unit prices, discount percentages, and extended pricing as specified in the Bid Schedule.

      3. Vendor Certifications and Representations
        Including all required federal, state, and local certifications and affidavits.

      4. Manufacturer Authorization Letters (if applicable)
        For any OEM parts or authorized distributor relationships claimed in the bid.

      5. Proof of Insurance (Upon Notice of Award)
        Certificates evidencing coverage meeting COTA’s minimum insurance requirements.

    • 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 Contractor. COTA's decision shall be final and conclusive unless, within fifteen business days from the date of such copy, 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, Contractor shall proceed diligently with the performance of this Contract.

    • Project Summary

      The Central Ohio Transit Authority (COTA) is seeking competitive sealed bids from qualified vendors for the supply and delivery of miscellaneous bus parts to support the ongoing maintenance, repair, and operational readiness of its fixed-route and support vehicle fleet. The resulting contract will provide COTA with a reliable and cost-effective source for a wide range of replacement components and consumable parts required for routine preventive maintenance, corrective repairs, and fleet sustainment activities.

      The selected contractor(s) will be responsible for furnishing new, unused, and manufacturer-approved parts in accordance with COTA specifications, delivery requirements, and quality standards to ensure continued safe and efficient transit operations.

    • 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.

      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, 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, 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, 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. 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, 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, Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, 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, Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, Contractor agrees to comply with any implementing requirements FTA may issue.

      E) Executive Order 11246 § 202 Concerning Government Contracts and Federally Assisted Construction Contracts

      Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. During performance of this contract, Contractor agrees as follows:

            1) Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action 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 agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause.

            2) Contractor will, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

            3) Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with Contractor's legal duty to furnish information.

            4) Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of Contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

            5) The Contractor will comply with all provisions of Executive Order 11246 of September 24,1965, and of the rules regulations, and relevant orders of the Secretary of Labor.

            6) Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

            7) In the event of Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

            8) Contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. Contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, Contractor may request the United States to enter into such litigation to protect the interests of the United States. 

    • Bid Pricing Requirements

      Bidders shall submit pricing strictly in accordance with the Pricing Structure and Bid Schedule included in this RFQ. Pricing shall:

      • Be firm, fixed, and valid for the required pricing validity period.

      • Include all labor, materials, transportation, overhead, and incidentals necessary to fully perform the contract.

      • Be FOB Destination, freight prepaid.

      Conditional pricing, escalators, surcharges, or additional fees not expressly requested in this RFQ may render the bid non-responsive.

    • Inquiries

      Questions about Central Ohio Transit Authority (COTA) and this RFQ shall be directed to Bruce Neel, Procurement Administrator, through Central Ohio Transit Authority (COTA)’s online procurement portal.

      1. From the issuance date of this RFQ until Central Ohio Transit Authority (COTA) selects an offer for award, Bruce Neel is the sole point of contact for Central Ohio Transit Authority (COTA) and Central Ohio Transit Authority (COTA)’s project team members concerning this RFQ. (In this RFQ and the Contract Documents, this point of contact may be referred to as the Contract Administrator, Contracting Officer, Purchasing Agent, Buyer, or the like.) Any violation of this condition may be cause for Central Ohio Transit Authority (COTA) to reject the offending bidder’s offer. If Central Ohio Transit Authority (COTA) later discovers that the bidder has engaged in any violations of this condition, Central Ohio Transit Authority (COTA) may reject the offending bidder’s offer or rescind its Contract award. Bidders must agree not to distribute any part of their offer beyond Central Ohio Transit Authority (COTA). A bidder that shares information contained in its offer with other Central Ohio Transit Authority (COTA) personnel, Central Ohio Transit Authority (COTA) project team members, Central Ohio Transit Authority (COTA) board members, and/or competing bidder personnel may be disqualified.
      2. Bidders’ questions and/ or requests for approved equals must be submitted through Central Ohio Transit Authority (COTA)’s online procurement portal. All questions, requests for approved equals or requests for clarifications regarding this solicitation, including the form of the Contract, must be made during the Inquiry Period. Central Ohio Transit Authority (COTA) has no obligation to respond to questions, requests for approved equals or requests for clarifications that are not submitted through Central Ohio Transit Authority (COTA)’s online procurement portal, nor to those submitted outside of the Inquiry Period.  To the extent that bidders request changes to the form of the Contract, including additional terms, conditions, and agreements (such as license agreements, master services agreements, and user agreements), such requested changes MUST be submitted with bid. 

      If a Respondent needs assistance using the online procurement portal, Respondents may access the Help Center for vendor training guides provided by OpenGov ("Software Administrator"). Respondents may also contact the Software Administrator using the real-time chat function on the online procurement portal (located in lower right-hand corner of the screen), or via email at procurement-support@opengov.com for support.

    • Timeline
      Posting Date:April 2, 2026
      Question/ Approved Equals Submission Deadline:April 6, 2026, 12:00pm
      Question/ Approved Equals Response Deadline:April 7, 2026, 12:00pm
      Bid Response Submission Deadline:April 8, 2026, 12:00pm
    • Cost Type

      This procurement shall result in the award of Quantity listed which COTA will order parts and components.

       

    • Project Contact

      Bruce Neel

      Procurement Administrator

      33 N High St

      Columbus, OH 43222

      Email: neelbg@cota.com

      Phone: (614) 275-5809

    • Responsiveness Review

      Prior to pricing evaluation, all bids shall be reviewed for responsiveness, including but not limited to:

      • Timely submission

      • Completion of all required forms

      • Proper execution of the Bid Form

      • Acknowledgment of all addenda

      • Compliance with all RFQ instructions

      Bids failing to meet responsiveness requirements may be rejected and excluded from further evaluation.

    • Disadvantaged Business Enterprise

      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 marketplace 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.

      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. Prime Contractors may not terminate a DBE subcontractor (or an approved substitute DBE firm) without COTA’s prior written consent. Prime Contractors must utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless Contractor obtains COTA’s written consent. Prime Contractors must give notice in writing to the DBE subcontractor, and COTA, of its intent to request termination and/or substitution, and the reason for the request. Prime Contractors must give the DBE five business days to respond to the notice. COTA will only provide such written consent if the prime Contractor has good cause to terminate the DBE firm. For purposes of this paragraph, good cause includes the following circumstances:

      A) The listed DBE subcontractor fails or refuses to execute a written contract;

      B) The listed DBE subcontractor fails or refuses to perform the work of its subcontract in a way consistent with normal industry standards. Provided, however, that good cause does not exist if the failure or refusal of the DBE subcontractor to perform its work on the subcontract results from the bad faith or discriminatory action of the prime Contractor;

      C) The listed DBE subcontractor fails or refuses to meet the prime Contractor's reasonable, nondiscriminatory bond requirements.

      D) The listed DBE subcontractor becomes bankrupt, insolvent, or exhibits credit unworthiness;

      E) The listed DBE subcontractor is ineligible to work on public works projects because of suspension and debarment proceedings pursuant 2 CFR Parts 180, 215 and 1,200 or applicable state law;

      F) You have determined that the listed DBE subcontractor is not a responsible Contractor;

      G) The listed DBE subcontractor voluntarily withdraws from the project and provides to you written notice of its withdrawal;

      H) The listed DBE is ineligible to receive DBE credit for the type of work required;

      I) A DBE owner dies or becomes disabled with the result that the listed DBE Contractor is unable to complete its work on the contract;

      J) Other documented good cause that you determine compels the termination of the DBE subcontractor. Provided, that good cause does not exist if the prime Contractor seeks to terminate a DBE it relied upon to obtain the contract so that the prime Contractor can self-perform the work for which the DBE Contractor was engaged or so that the prime Contractor can substitute another DBE or non-DBE Contractor after contract award.

      If a DBE subcontractor is terminated, or fails to complete its work on the contract, the prime Contractor must make good faith efforts to find another DBE subcontractor.

      Failure to comply with the requirements of this section regarding DBE is a material breach of the contract and may result in termination of the contract. 

    • Net Price Used to Determine Lowest and Responsive Bid

      Discounts offered by bidders should be reflected as a net price.

    • Procurement Contact

      Bruce Neel

      Procurement Administrator

      33 N High St

      Columbus, OH 43222

      Email: neelbg@cota.com

      Phone: (614) 275-5809

    • Product Requirements

      All parts supplied under this contract shall:

      • Be new, unused, and free from defects.

      • Be authentic OEM or OEM-approved replacement parts.

      • Be fully compatible with COTA’s fleet.

      • Meet or exceed all applicable manufacturer specifications and industry standards.

      Remanufactured, rebuilt, or aftermarket parts shall only be permitted if expressly authorized in writing by COTA.

    • Contract Termination

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

      A) 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.

      B) Termination for Convenience (General Provision). COTA may terminate this contract, in whole or in part, at any time by written notice to Contractor when it is in COTA’s best interest. Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. Contractor shall promptly submit its termination claim to COTA to be paid. If Contractor has any property in its possession belonging to COTA, Contractor will account for the same, and dispose of it in the manner COTA directs.

      C) Termination for Default [Breach or Cause] (General Provision). If Contractor does not deliver supplies in accordance with the contract delivery schedule, or if the contract is for services, Contractor fails to perform in the manner called for in the contract, or if Contractor fails to comply with any other provisions of the contract, COTA may terminate this contract for default. Termination shall be effected by serving a Notice of Termination setting forth the manner in which Contractor is in default. Contractor will be paid only the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract.

      If it is later determined by COTA that Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of Contractor, COTA, after setting up a new delivery of performance schedule, may allow Contractor to continue work, or treat the termination as a Termination for Convenience.

      D) Opportunity to Cure (General Provision). COTA, in its sole discretion may, in the case of a termination for breach or default, allow Contractor ten business days in which to cure the defect. In such case, the Notice of Termination will state the time period in which cure is permitted and other appropriate conditions

      If Contractor fails to remedy to COTA's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within ten business days after receipt by Contractor of written notice from COTA setting forth the nature of said breach or default, COTA shall have the right to terminate the contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude COTA from also pursuing all available remedies against Contractor and its sureties for said breach or default.

      E) Waiver of Remedies for any Breach. In the event that COTA elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this contract, such waiver by COTA shall not limit COTA’s remedies for any succeeding breach of that or of any other covenant, term, or condition of this contract.

      F) Termination for Default (Transportation Services). If Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension, or if Contractor fails to comply with any other provisions of this contract, COTA may terminate this contract for default. COTA shall terminate by delivering to Contractor a Notice of Termination specifying the nature of default. Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract.

      If this contract is terminated while Contractor has possession of COTA goods, Contractor shall, upon direction of COTA, protect and preserve the goods until surrendered to COTA. Contractor and COTA shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause.

      If, after termination of Contractor's right to proceed, it is determined that Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of COTA.

      G) Termination for Default (Construction). If Contractor refuses or fails to execute the work or any separable part, with the diligence that will ensure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if Contractor fails to comply with any other provision of this contract, COTA may terminate this contract for default. COTA shall terminate by delivering to Contractor a Notice of Termination specifying the nature of the default. In this event, COTA may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. Contractor and its sureties shall be liable for any damage to COTA resulting from Contractor's refusal or failure to complete the work within specified time, whether or not Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by COTA in completing the work.
      Contractor's right to proceed shall not be terminated nor shall Contractor be charged with damages under this clause if:

            1) The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of Contractor. Examples of such causes can be found in the force majeure clause; and

            2) Contractor, within ten business days from the beginning of any delay, notifies COTA in writing of the causes of delay. If, in the judgment of COTA, the delay is excusable, the time for completing the work shall be extended. The judgment of COTA shall be final and conclusive for the parties, but subject to appeal under the Disputes clause(s) of this contract.

      If, after termination of Contractor's right to proceed, it is determined that Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of COTA.

      H) Termination for Convenience or Default (Architect and Engineering). COTA may terminate this contract in whole or in part, for COTA’s convenience or because of the failure of Contractor to fulfill the contract obligations. COTA shall terminate by delivering to Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to COTA’s Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. COTA has a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, all such data, drawings, specifications, reports, estimates, summaries, and other information and materials.

      If the termination is for the convenience of COTA, COTA shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services.

      If the termination is for failure of Contractor to fulfill the contract obligations, COTA may complete the work by contact or otherwise and Contractor shall be liable for any additional cost incurred by COTA.

      If, after termination for failure to fulfill contract obligations, it is determined that Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of COTA. 

    • Responsibility Determination

      Following responsiveness review, COTA shall evaluate bidder responsibility, which may include assessment of:

      • Experience and past performance supplying transit or heavy-duty vehicle parts

      • Ability to meet delivery requirements

      • Product quality and warranty support

      • Financial stability

      • Compliance history with public-sector contracts

      COTA reserves the right to request additional information or clarification as necessary to determine responsibility.

    • Award of Contract

      Award shall be made to the lowest responsive and responsible bidder(s) based on the lowest evaluated price.

      COTA reserves the right to make awards based on availability.

      COTA reserves the right to make an award based upon the lowest, responsive, responsible bid or to reject any or all bids.  COTA shall consider each line item as a separate bid and shall award contracts accordingly. The lowest bid per line item will be determined as follows: unit price plus core charge.

    • Basis of Award

      Award shall be made to the lowest responsive and responsible bidder(s) based on the lowest evaluated price.

      COTA reserves the right to make awards based on availability.

      Each line item identified in this solicitation shall be considered, evaluated, and awarded as a separate and independent line bid. COTA reserves the right to award any line item(s) to the lowest responsive and responsible bidder for that specific item, regardless of the bidder’s pricing or award status on any other line item. No bidder shall be guaranteed award of multiple line items, and award of any single line item shall not obligate COTA to award additional items to the same bidder.

    • Covenant Against Contingent Fees

      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 Contractor for the purpose of securing business. Flows down to subcontractors

      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.

    • Indemnifications

      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 Contractor, or any employee thereof arising under and pursuant to this contract. COTA will not indemnify Contractor under this agreement; as a political subdivision of the State of Ohio, COTA is prohibited from indemnifying Contractors.

    • Multiple Award Consideration

      COTA reserves the right to make multiple awards in order to:

      • Ensure continuity of operations

      • Reduce supply chain risk

      • Maintain competitive pricing

      • Support emergency procurement needs

      COTA shall consider each line item as a separate bid and shall award contracts accordingly. The lowest bid per line item will be determined as follows: unit price plus core charge.

    • Tie Bids

      In the event of a tie in pricing, COTA may apply one or more of the following tie-breakers, in no particular order:

      1. Delivery performance capabilities

      2. Local stocking presence

      3. Past performance history

      4. Coin flip

    • 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. Any dispute must be resolved in a court a court of competent jurisdiction in Franklin County, Ohio, according to Ohio law.

    • Vendor Qualifications

      Bidders shall demonstrate:

      • A minimum of three (3) years of experience supplying transit or heavy-duty vehicle parts.

      • Proven capability to support high-volume fleet operations.

      • Adequate staffing, facilities, and logistics capabilities.

      • Financial stability sufficient to perform the contract.

      COTA reserves the right to request additional documentation to verify vendor qualifications.

    • Clarifications and Corrections

      COTA reserves the right to:

      • Request written clarifications

      • Correct minor mathematical errors

      • Waive informalities and minor irregularities

      Any such corrections shall not materially alter the bid or provide unfair competitive advantage.

    • State Industrial Compensation

      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 Contractor, and shall relieve COTA from any costs due to accidents or other liabilities, mentioned in said Act. If 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. Contractor shall tender to COTA a certificate evidencing its compliance with the Workers Compensation Act prior to contract execution.

    • Evidence of Ability to do Work

      COTA reserves the right to award a Contract to the lowest, responsive, and responsible offeror, as determined by COTA. Offeror(s) may be required, upon request, to demonstrate to COTA’s satisfaction that they possess the necessary skill, experience, facilities, and financial resources to perform the Contract in a responsible and satisfactory manner.

    • Status Of Contractor

      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 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 Contractor on work performed under the 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.

      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.

    • Rejection of Bids

      COTA reserves the right to:

      • Reject any or all bids

      • Cancel the solicitation

      • Reissue the RFQ

      if determined to be in the best interest of COTA.

    • Wage and Hour

      All Contractors and subcontractors must compute wages based on a standard workweek of 40 hours.  Work in excess of 40 hours must be paid at a rate not less than one and one-half times the basic rate of pay. Compliance with 40 USC Sec. 3702, 29 CFR Part 5, and 40 USC Sec 3701(B)(3)(A)(iii) is required of all Contractors and subcontractors.

    • Compliance Requirements

      Bidders shall comply with all applicable:

      • Federal Transit Administration (FTA) regulations

      • State of Ohio procurement laws

      • COTA policies and procedures

      Including but not limited to:

      • Buy America (49 CFR Part 661)

      • DBE Program Requirements (49 CFR Part 26), if applicable

      • Debarment and Suspension Certification (49 CFR Part 29)

    • Submission & Withdrawal

      Respondents shall register on Central Ohio Transit Authority (COTA)’s online procurement portal. Once registered, Respondents may view and click "Follow" to be a Prospective Respondent for this RFQ and will appear on the Follower’s list. Respondents that fail to Follow this project will not receive automated Addenda notifications, nor will they be able to submit a Response in the online procurement portal, and therefore will be unable to participate, nor be considered for this RFQ. Respondents must click “Draft Response” to properly begin and submit a Response via the online procurement portal.

      Responses received after the scheduled due date and time for submission will not be accepted. Responses submitted in any other format other than via the online procurement portal, including but not limited to, hard copy (mailed or hand delivered), facsimile, or emailed submittals, will not be accepted.

      Central Ohio Transit Authority (COTA) and the Software Administrator are not responsible for untimely submissions due to personal or company internet or hardware limitations, settings or restrictions, internet speed, power outage, network connection, or use of a malfunctioning electronic device, or the like. Respondents are solely responsible for the capability of their computer system while responding to this RFQ and for the stability of their internet service.  Failure of the Respondent to successfully submit an electronic Response before the deadline indicated herein shall be at the Respondent’s sole risk, and Central Ohio Transit Authority (COTA) will not accept late and/or improperly submitted Responses. Once file(s) have been uploaded and the Submission Status shows as “Submitted,” a submission is complete. At that point, the Respondent will also receive an email confirmation from the online procurement portal. Respondents may withdraw their submittal electronically via the online procurement portal at any time prior to the scheduled due date and time for submission.

      Bids that are late will not be accepted.

    • Validity of Pricing

      All pricing submitted in response to this RFQ shall remain firm, fixed, and valid for a minimum period of one hundred twenty (120) calendar days from the Bid Due Date. Pricing shall not be subject to escalation, adjustment, or withdrawal during this period.

    • Exceptions and Deviations

      Any exceptions or deviations from the specifications, terms, or conditions of this RFQ shall be clearly and fully disclosed in writing with the bid submission.

      Failure to disclose exceptions may result in the bid being deemed non-responsive.

    • Insurance

      Contractor shall obtain and maintain for the life of this contract the following minimum insurance coverage.  Such insurance shall protect COTA from claims which may arise out of or result from Contractor’s operations under the contract and for which Contractor may be legally liable, whether such operations be by COTA or by anyone employed directly or indirectly by them, or by anyone for whose acts any of them may be liable.  

      Approval of the insurance by COTA shall not relieve or decrease the liability of Contractor hereunder.  It is to be understood that COTA does not in any way represent that the insurance or the limits of insurance specified herein are sufficient or adequate to protect Contractor’s interests or liabilities. 

      COTA reserves the right to request a copy of all policies and endorsements prescribed herein, Contractor shall provide copies of insurance policies and endorsements to COTA upon request.

      A) Commercial General Liability (CGL) Insurance: in the amount of one million U.S dollars ($1,000,000.00) combined single limit each occurrence for bodily injury and/or property damage and with a one million U.S dollars ($1,000,000.00) annual aggregate.  Policy to include:
           
           • Contractual liability coverage insuring the “hold harmless” provision.

           • COTA will accept any combination of primary CGL and Excess or Umbrella policies to meet the minimum coverage requirements above.

           • Products / Completed Operations liability insurance:  This insurance must be maintained for a period of not less than 5 years from the date of final payment.

      B) Business Automobile Liability (BAL) Insurance: in the amount of one million U.S dollars ($1,000,000.00) combined single limit each accident for bodily injury and/or property damage.  Said policy shall apply to all owned, leased, hired and non-owned vehicles used in connection with the work. 

      C) Statutory Workers’ Compensation Coverage: in compliance with all applicable state workers’ compensation laws to cover all employees furnishing labor under the terms of this contract and under the control of Contractor.  Employers’ Liability coverage in the amount of one million U.S dollars ($1,000,000.00) per accident / one million U.S dollars ($1,000,000.00) per employee for disease will also be included, either under the Workers’ Compensation policy or under the Commercial General Liability policy (Stop Gap) referenced under a. above.  In Ohio, a copy of a certificate of premium payment from the Industrial commission and Bureau of Workers Compensation, or a copy of the Certificate of Employer's Right to Pay Compensation Directly.

      D) Professional Liability / Errors & Omissions Insurance (If the Contract involves the  receipt of confidential or personally identifiable information (PII)): in the amount of one million U.S dollars ($1,000,000.00) per claim. The definition of wrongful acts must be applicable to the work performed hereunder. 

           • If the Contract involves receipt of personally identifiable information (PII) or other confidential information, Contractor’s professional liability insurance must include cyber risk coverage, including network and internet security liability coverage, privacy liability coverage, and media coverage.

      E) Contractor’s Pollution Liability Insurance (If the Contract could result in fumes, hazardous materials or other potential pollutant or if the Contract involves construction which could cause ground or air pollution): for bodily injury and property damage coverage with a combined single limit for bodily injury and property damage of one million U.S dollars ($1,000,000.00). This insurance shall include coverage for, but not be limited to, sudden and accidental discharges, gradual discharges, clean-up of pollutants and disposal thereof, as well as mold, asbestos and/or lead in an abatement contract. The policy must be maintained for a period of 2 years from contract completion or Contractor may satisfy this requirement with the purchase of a 2 year extended reporting period.

      F) Cybersecurity Insurance: Contractor shall, at its own expense, at all times during the life of this Agreement procure and maintain in full force cybersecurity insurance covering cyber and network risks. Such insurance shall include, but not be limited to, coverage for: (a) liability arising from theft, dissemination and/or use of confidential information stored or transmitted in electronic form; (b) liability arising from the introduction of a computer virus into, or otherwise causing damage to, a customer’s or third person’s computer, computer system, network or similar computer related property and the data, software and programs stored thereon; and (c) ransomware attacks. Such insurance will be maintained with limits of no less than two million U.S dollars ($2,000,000.00) per claim and in the annual aggregate, and may be maintained on a stand-alone basis, or as cybersecurity insurance coverage provided as part of any professional liability insurance policy. Contractor shall maintain such coverage until the later of until Contractor has returned or destroyed all confidential information in its possession, care, custody or control, including any copies maintained for archival or record-keeping processes.

      General Requirements:  Contractor shall not commence work herein until it has obtained the required insurance and has received written approval of such insurance by COTA.  Contractor shall furnish evidence of such insurance in the form of a certificate (accord or similar form). The certificate shall provide the following:

           1) The policy should be written on an occurrence basis. If any insurance specified above is written on a “Claims Made” (rather than an “occurrence” basis), then, in addition, to the coverage requirements stated herein, Contractor shall:

                • Ensure that the Retroactive Date is shown on the policy, and such date shall be before the date of the contract effective date or any work beginning under the contract.

                • Maintain and provide evidence of similar insurance for at least three (3) years following project completion, including the requirement of adding all additional insureds; and

                • If insurance is cancelled or non-renewed and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, Contractor shall purchase “extended reporting” coverage for a minimum of three (3) years after completion of the work.

           2) Name COTA as an additional insured for all liability coverage above for claims arising out of operations in conjunction with the contract.

           3) Contain a waiver of subrogation in favor of COTA.

           4) Specify that the insurance is primary and non-contributory as respects any insurance or self-insurance programs maintained by COTA.

           5) Contain a specific reference to the subject contract.

           6) Specify all deductibles & Self-Insured Retentions (SIR), as applicable. 

           7) In the event the insurance should be changed or cancelled, such change or cancellation shall not be effective until fifteen business days after COTA has received written notice of such change or cancellation from Contractor.  Such notice shall be mailed by certified mail, return receipt requested, to COTA’s Director of   Supply Management.

           8) An insurance company having less than an excellent rating by The A. M. Best Company will not be considered acceptable.  All certificates are subject to acceptance by COTA.  The COTA shall be entitled to receive a full copy of the insurance policy(ies) upon request and reserves the right to review financial statements and approve any deductibles or SIR.

    • Compliance With Laws

      Contractor agrees that it will comply with all federal, state, municipal and local laws, rules and regulations that may be applicable to this Contract. The rights and duties of the parties hereto shall be determined by the laws of the State of Ohio, and to that end this Contract shall be construed and considered as a contract made and to be performed in the State of Ohio.

    • Bid Responsiveness

      To be considered responsive, bids must:

      • Be submitted by the stated deadline

      • Contain all required forms and pricing schedules

      • Comply fully with RFQ instructions

      COTA reserves the right to waive minor informalities or irregularities that do not materially affect the bid.

    • Assignment

      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 Contractor does not obtain consent in writing from COTA prior to assignment of this contract, any such assignment shall be considered void.

    • Unacceptable Bids

      No bid will be accepted from or contract awarded to, any person, firm or corporation that is in arrears or is in default to COTA upon any debt or contract, or that is a defaulter as surety or otherwise, upon any obligation to COTA, or has failed to perform faithfully any previous contract with COTA.

       

    • 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.

    • FTA Notification of Legal Matters That May Affect Federal Government

      Contractor must give reasonable notice to COTA and to the FTA Chief Counsel or FTA Regional Counsel of any current or prospective legal matters that may affect the Federal government. The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming of the Federal government as a party to litigation or a legal disagreement in any forum for any reason.

      Contractor is responsible for ensuring that subcontractors comply with this requirement.

    • Manner Of Performance

      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, agents, and representatives performing services will have the expertise to perform assigned services in an efficient manner.

    • Confidentiality

      In the course of this Agreement, it is anticipated that Contractor will learn information that COTA regards as confidential or proprietary. 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.

    • Duty To Inform

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

    • Data Breach Notification Procedures

      In the event of a data breach that includes loss or potential loss of COTA’s customers and employee’s personal identification information, Contractor is required to notify COTA as expediently as possible or practicable, without unreasonable delay, but no later than five business days from the determination of a breach unless law enforcement agencies request a delay (O.R.C. 1347.12(B)(2), (D) and 1349.19(B)(2), (D). The notification must be in writing and must contain: the date of the notice; a description of the incident; the date or date range of the breach; a description of the actions Contractor is taking to contain or remedy the breach; the type of personal information affected; whether notification was delayed due to a law enforcement investigation; and, advice to the consumer to be vigilant and on how to protect themselves from fraud.

    • Changes in the Work

      COTA may at any time, by a written order, and without notice to sureties, if any, make changes within the general scope of this Agreement. Such change shall serve to modify this Agreement to the extent necessary to execute the change as directed. If any such change causes an increase or decrease in the cost of, or the time required for, the performance of any part of the Services under this Agreement, whether changed or not changed by the order, COTA shall make an equitable adjustment in the contract price, the delivery schedule, or both, and shall modify the Agreement accordingly. The Contractor must assert its right to an adjustment under this article within three business days from the date of receipt of the written order. Failure by Contractor to give timely notice of the change could constitute waiver of a claim for an equitable adjustment. However, if COTA decides that the facts justify it, COTA may receive and act upon a proposal submitted at any time before final payment of the Agreement. If the Contractor’s proposal includes the cost of equipment or materials made obsolete or excess by the change, COTA shall have the right to prescribe the manner of the disposition of such equipment or materials. Failure to agree to any adjustment shall be a dispute under the Disputes section. However, nothing in this provision shall excuse the Contractor from proceeding with the Agreement as changed.

    • 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.

    • Payment

      COTA shall be invoiced within thirty (30) calendar 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. As to not delay payment, all invoices MUST include the contract number; COTA will return invoices without the contract number clearly identified. 

      Payment from COTA to the vendor shall be made on the terms of net 30 days from the date of invoice received. 

      Late payments will accrue no interest.  Payment will only be made for goods and services accepted.  When acceptance is later revoked prior to payment, payment will be withheld until defects in the nonconforming goods or services are cured and accepted.  In the case of serial deliveries and serial invoicing, COTA reserves the right to deduct over-payments from current invoice amounts.  Payment does not constitute acceptance, nor does it serve to waive a later revocation of acceptance. 

      COTA is exempt from all sales, excise and transportation taxes, except State of Ohio gasoline tax.  The price or prices bid, whether a unit price, lump sum price, lot price or a trade discount from catalog list prices shall be exclusive of all such taxes and will be so construed.

    • Ownership of Documents

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

    • Patents

      Contractor shall pay all royalties and license fees attributable to the use of goods, materials, equipment or process use to perform its obligations under the agreement, and, if it cannot timely secure the right for COTA to use them, it shall provide COTA equivalent non-infringing replacements at no additional cost. Contractor agrees to defend and hold harmless COTA from and against all claims of infringement. 

      Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance.

    • Use Of COTA Intellectual Property

      As independent Contractors, Contractor does not have the right, without COTA’s written consent, to use the COTA’s logo or registered mark.

      COTA retains ownership of its own trademarks, licenses, patents, and trade secrets.

    • Use of Contractor Intellectual Property (For Experimental, Developmental, or Research Work Purposes)

      Contractor shall grant COTA intellectual property access and licenses deemed necessary for the work performed under this Agreement and in accordance with the requirements of 37 C.F.R. part 401, and any implementing regulations issued by FTA or U.S. DOT. Intellectual property and licenses established before the consummation of this Contract will remain in the full possession of Contractor. Contractor shall grant COTA intellectual property access and licenses deemed necessary for the work performed under this Agreement and in accordance with the requirements of 37 C.F.R. part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by FTA or U.S. DOT. The terms of an intellectual property agreement and software license rights shall, at a minimum, include the following restrictions: Except for its own internal use, Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may Contractor authorize others to do so, without the written consent of FTA, until such time as FTA may have either released or approved the release of such data to the public. This restriction on publication, however, does not apply to any contract with an academic institution. For purposes of this agreement, the term “subject data” means recorded information whether or not copyrighted, and that is delivered or specified to be delivered as required by the Contract. Examples of “subject data” include, but are not limited to computer software, standards, specifications, engineering drawings and associated lists, process sheets, manuals, technical reports, catalog item identifications, and related information, but do not include financial reports, cost analyses, or other similar information used for performance or administration of the Contract.

      A) The Federal Government reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use for “Federal Government Purposes,” any subject data or copyright described below. For “Federal Government Purposes,” means use only for the direct purposes of the Federal Government. Without the copyright owner’s consent, the Federal Government may not extend its Federal license to any other party.
       
           1) Any subject data developed under the Contract, whether or not a copyright has been obtained; and

           2)Any rights of copyright purchased by Contractor using Federal assistance in whole or in part by the FTA.

      B) Unless FTA determines otherwise, Contractor performing experimental, 
      developmental, or research work required as part of this Contract agrees to permit FTA to make available to the public, either FTA’s license in the copyright to any subject data developed in the course of the Contract, or a copy of the subject data first produced under the Contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of this Contract, is not completed for any reason whatsoever, all data developed under the Contract shall become subject data as defined herein and shall be delivered as the Federal Government may direct.

      C) Unless prohibited by state law, upon request by the Federal Government, Contractor agrees to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. 

      D) Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent.

      E) Data developed by Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying Contract is exempt from the requirements herein, provided that Contractor identifies those data in writing at the time of delivery of the Contract work. 

      F) Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance.

    • Warranty

      Contractor warrants that all service performed hereunder will be performed in a good, professional, and competent manner; to the degree of efficiency and knowledge which is possessed by those of ordinary skill, competency, and standing in the particular trade or business for which Contractor is employed; and in conformity with all applicable professional standards and requirements of this contract.

      In addition to its standard warranty and/or service guarantee, Contractor warrants that all goods supplied hereunder shall:
      A) Be free and clear of all liens and encumbrances, good and merchantable title thereto being in Contractor,

      B) Be free from any defects in design, material and of good and merchantable quality,

      C) Conform to COTA's specifications or the sample approved by COTA, as the case may be, or be fit for the known purpose for which purchased hereunder; and

      D) Comply and have been produced, processed, delivered and solid in conformity with all applicable federal, state or other laws, administrative regulations and orders, including the Fair Labor Standards Act of 1938 and the Walsh-Healy Public Contracts Act. Contractor agrees to furnish Buyer with satisfactory evidence of compliance with any such laws, ordinances or regulations.

      E) Do not infringe any United States or Foreign letters patent, trademark of copyright, and Contractor agrees to defend, protect or save harmless COTA, its successor, assigns, customers and users of its products, against all suits at law or in equity, and from all damages and expenses resulting from claims and demands for actual or alleged infringement of any patent, trademark or copyright by reason of the sale or use of the articles hereby. COTA reserves the right to control or participate in any such patent infringement action brought against it.

      The foregoing warranties shall survive inspection, delivery and payment.

    • Liquidated Damages

      The following acts by Contractor will cause COTA to suffer actual damages that will be impractical or extremely difficult to determine:

           • Services provided in contract are delayed beyond the scheduled milestones and timelines as provided in the Agreement. COTA has made a good faith and reasonable estimate of damages it would suffer from delay in completion. Contractor agrees that the sum of [total contract cost, divided by the expected days to complete] per calendar day for each day of delay beyond scheduled milestones and timelines is not a penalty but is a reasonable estimate of the loss that COTA will incur based on the delay, established in light of the circumstances existing at the time this Agreement was agreed upon. COTA may deduct a sum representing the liquidated damages from any money due to Contractor under this Agreement or any other contract between COTA and Contractor. 

           • Goods delivered in contract are delayed beyond the scheduled milestones and timelines as provided in the Agreement. COTA has made a good faith and reasonable estimate of damages it would suffer from delay in delivery of goods. Contractor agrees that the sum of [$.025 per $1,000 in total contract cost, up to $.05 per $1,000 in total contract cost] per calendar day of delay beyond scheduled milestones and timelines is not a penalty but is a reasonable estimate of the loss COTA will incur based on the delay, established in light of the circumstances existing at the time this Agreement was agreed upon. COTA may deduct a sum representing the liquidated damages from any money due to Contractor under this Agreement or any other contract between COTA and Contractor.

    • 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. Prime Contractors are required to pay subcontractors within fifteen business days from receipt of payment from COTA.

      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.

    • 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 (e.g., acts of God, any natural catastrophe, fires, floods, earthquakes, tornadoes, war, hostilities, invasion, act of foreign or civil enemies, rebellion, terrorism, revolution, insurrection, riot, labor strike, freight embargoes, plague, epidemic, pandemic, quarantine, etc.). 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.

    • 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 provisions held to be invalid.

      If any provision of this agreement is 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 may be in conflict and shall be deemed modified to conform to lawful provisions, so as to give them as much effect as legally possible.

    • Extent of Agreement

      This contract contains all the terms and conditions agreed upon by the parties. Any other understandings, oral or otherwise, regarding the subject matter of this contract shall not bind any of the parties hereto unless they are in writing and are incorporated into this agreement, including terms and conditions.

    • Excusable Delays

      A) Except for defaults of subcontractors at any tier, Contractor shall not be in default because of any failure to perform this contract under its terms if the failure arises from unforeseeable causes beyond the control and without the fault or negligence of Contractor. (e.g., strikes, extreme weather, etc.)

      In each instance, the failure to perform must be beyond the control and without the fault or negligence of 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 Contractor and Subcontractor, and without the fault or negligence of either, Contractor shall not be deemed to be in default, unless-

           • The subcontracted supplies or services were obtainable from other sources

           • The Director of Supply Management ordered Contractor in writing to purchase these supplies or services from the other source; and

           • Contractor failed to comply reasonably with this order.

      C) Upon request of 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.

    • Inspection

      COTA reserves the right and shall be at liberty to inspect all materials and work to determine whether they conform with the specifications provided.  However, COTA is under no duty to make such inspection. Whether or not COTA conducts an inspection, no such inspection shall relieve Contractor of any obligation to furnish materials and work strictly in accordance with the specifications.  COTA will receive conforming deliveries for purposes of inspection.  Acceptance of goods and services will not occur until after inspection or until a reasonable time for inspection has elapsed. Acceptance of materials or work that do not meet the specifications does not act as a waiver of the specification requirements for future materials or work. The risk of loss shall remain with Contractor until acceptance.

    • Non-Discrimination Assurance

      Under this Agreement, 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 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, 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. § 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.

      Contractor and subcontractor shall not discriminate on the basis of race, age, disability, color, national origin, or sex in the performance of the contract in accordance with the following Federal Statutes and regulations, and any other implementing regulations issued pursuant to the:  Civil Rights Act as amended, Titles VI (42 U.S.C. 2000d) and VII (42 U.S.C. 2000e); Age Discrimination Act of 1975, as amended (42 U.S.C. 6102); Age Discrimination in Employment Act of 1967 as amended, (29 U.S.C. 623); Americans with Disabilities Act of 1990, as amended, (42 U.S.C. 12132 and 42 U.S.C. Sec. 12112) and implementing regulations (29 C.F.R. Part 1630), Federal transit law (49 U.S.C.  5332); Executive Order 11246, as amended by Executive Order 11375 (42 U.S.C. 2000e note) and implementing regulations (41 C.F.R. Parts 60 et seq.). 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, including, but not limited to:

           • Withholding monthly progress payments;

           • Assessing sanctions;

           • Liquidated damages; and/or

           • Disqualifying Contractor from future bidding, as non-responsible. 

      This clause must also be included in Contractor’s subcontract agreements.

      For capital projects funded, in whole or in part, with federal funds, Contractor shall give a hiring preference, to the extent practicable, to veterans (as defined in section 2108 of title 5 of the Unites States Code) who have the requisite skills and abilities to perform the construction work required under the contract. This provision does not require Contractor to give preference to any veteran over any equally qualified applicant who is a member of any racial or ethnic minority, female, an individual with a disability, or former employee.

    • 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 4220.1G, 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. 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.

      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 Grant Agreement(s) between COTA and the FTA as they may be amended or promulgated from time to time during the term of the contract.  Contractor’s failure to comply shall constitute a material breach of this contract.

      Each and every clause required by Federal or State statute or regulation to be inserted into this Contract is deemed to be inserted herein and this Contract shall be read and enforced as though it were included herein.  If through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application by either party the Agreement shall forthwith be amended to make such insertion or correction.

    • Energy Conservation

      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.). Contractor and all of its subcontractors further agree to comply with the requirements of Section 6002 of the Resource Conservation and Recovery Act, as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, 49 CFR part 622, and Executive Order 12873, as they apply to the subject matter of this Contract.
      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.

      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.

    • 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.

      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.

    • Program Fraud and False/Fraudulent Statements and Related Acts

      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, 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, 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 Contractor to the extent the Federal Government deems appropriate.

      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 Contractor, to the extent the Federal Government deems appropriate.

      If Contractor suspects or has knowledge of unethical, improper and/or fraudulent acts by COTA personnel, including, but not limited to, conflicts of interest, bribery, fraud, waste, abuse, extortion, and kickbacks, Contractor shall contact the COTA Manger of Compliance Audits or Senior Legal Counsel, Corporate Compliance.

      Contractor agrees to include the above three 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.

    • Cybersecurity and Information Security Program Planning and Testing

      Contractor is required to possess and maintain a Business Continuity Policy & Plan (including software escrow which allows for COTA to resume use of services under this Agreement within a reasonable time period after a service interruption), Incident Response Policy & Plan, and a Disaster Recovery Policy & Plan at all times during the life of this Agreement. The listed Policies & Plans should be tested at least once every 18 months. 

      In the event of business disruption that materially impacts Contractor’s provision of service under this Agreement, Contractor will notify COTA of the disruption and the steps being implemented under the business continuity plan. If COTA reasonably determines that Contractor has not or cannot put its disaster recovery plan in place quickly enough to meet COTA’s needs or is otherwise unable to provide equal access to such services, Contractor will promptly provide reasonable assistance and support to COTA in seeking such services from an alternative source.

      Contractor must develop and maintain a Technology Roadmap that includes but is not limited to: short, intermediate, and long-term goals; current and future system capabilities; release plans for upcoming tools; milestones; risk factors or potential roadblocks; and, status reports and reviews.

    • Access to Records and Reports

      A) Record Retention. 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. Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.333. 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. 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. Contractor agrees to permit FTA and its Contractors access to the sites of performance under this contract as reasonably may be required.

      These requirements extend to all third party Contractors and their contracts at every tier and subcontracts at every tier.

    • Right to Audit

      Contractor shall maintain books, records, documents, and other evidence directly pertinent to the performance of the work under this Contract in accordance with generally accepted accounting principles and practices consistently applied and Federal Acquisition Regulations, Parts 30 and 31, as applicable. COTA and its authorized representatives shall have the right to audit, to examine and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this Contract kept by or under the control of Contractor, including, but not limited to those kept by Contractor, its employees, agents, assigns, successors and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures (including cybersecurity and information security program policies, plans,); cybersecurity test results (including internal testing of policies and procedures; and external tests – SOC reports, Penetration tests, etc.) subcontract files; all paid vouchers including those for out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; back charge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence.  

      Contractor shall, at all times during the term of this Contract and for a period of three (3) years after the completion of this Contract, maintain such records, together with such supporting or underlying documents and materials. Contractor shall at any time requested by COTA, whether during or after completion of this Contract, and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by COTA. Such records shall be made available to COTA during normal business hours at Contractor’s office or place of business. If no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for COTA. Contractor shall ensure COTA has these rights with Contractor’s employees, agents, assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between Contractor and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of Contractor’s obligations to COTA. If the audit discovers substantive findings related to fraud, misrepresentation, or non‐performance, COTA may recoup the costs of the audit work from Contractor. Any adjustments and/or payments that must be made as a result of any such audit or inspection of Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 calendar days) from presentation of COTA’s findings to Contractor.

    • Documents and Records (Paper and Electronic)

      Documents and records, including electronic records, created and maintained by Contractor under this Contract may be subject to the Ohio Public Records Act, Ohio Rev. Code § 149.43 et seq. Contractor shall maintain all documents and records related to this Contract, including electronic records, in accordance with COTA’s records retention policy and schedule.  Under that policy, contracts are retained for seventeen (17) years.  Prior to destruction of any documents or records related to this Contract, Contractor shall comply with the provisions of COTA’s records retention policy relating to destruction of records.

      To the extent that Contractor becomes aware of actual or potential litigation related to this Contract, Contractor shall immediately notify the Authority’s Senior Associate Legal Counsel.  Contractor shall preserve any and all records, including electronic records, created or maintained under this contract until advised by the COTA Legal Department, in writing, that they are no longer needed.  Any suspension issued under this paragraph shall supersede any previously or subsequently established destruction schedule for such records.

    • 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.

      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, 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 Contractor selects a carrier other than a U.S.-flag air carrier for international air transportation, 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) 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.

    • Buy America

      If any steel, iron, or manufacture products are acquired for use in construction projects under this agreement, they must be produced in the United States, unless the FTA has granted a waiver under 49 U.S.C. § 5232(j). For rolling stock (including train control, communication, traction power equipment, and rolling stock prototypes), the cost of components and sub-components produced in the United States must be more than 70 percent of the cost of all components of the rolling stock.

      Contractor is responsible for ensuring that subcontractors comply with this requirement.

    • Lobbying Restrictions

      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 agreement, the payor must complete and submit the Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

      Contractor is responsible for ensuring that subcontractors comply with this requirement.

    • Shipments


      Should equipment, materials or commodities provided hereunder be transported by ocean vessel, Seller must ensure compliance with 46 U.S.C. § 55303 and Maritime Administration regulations, “Cargo Preference U.S. Flag Vessels,” 46 CFR Part 381, implementing the codified Cargo Preference Act.  Should persons acting pursuant to this contract, equipment, materials or commodities provided hereunder be transported by air carrier, Seller shall comply with 41 CFR Sections 301-10.131 through 301-10.143.

      Contractor is responsible for ensuring that subcontractors comply with this requirement.

    • Debarment, Suspension, Ineligibility and Voluntary Exclusion

      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 twenty-five thousand U.S dollars ($25,000.00) 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, 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:

      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 any federally assisted Award.

    • Safe Operations of Motor Vehicles

      A) Seat Belt Use. 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 pursuant to Federal Executive Order No. 13043. The terms “company-owned” and “company-leased” refer to vehicles owned or leased either by Contractor or COTA.

      B) Distracted Driving. 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.

    • Substance Abuse Requirements

      Contractors who perform safety-sensitive functions must comply with FTA’s substance abuse management program under 49 C.F.R. part 655, “Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations.” 

      Safety-sensitive function means any of the following duties, when performed by employees of recipients, sub-recipients, operators, or contractors: 

      A) Operating a revenue service vehicle, including when not in revenue service;

      B) Operating a non-revenue service vehicle, when required to be operated by a holder of a Commercial Driver's License; 

      C) Controlling dispatch or movement of a revenue service vehicle; 

      D) Maintaining (including repairs, overhaul and rebuilding) a revenue service vehicle or equipment used in revenue service. 

      E) Carrying a firearm for security purposes. 

      Contractor is responsible for ensuring that subcontractors comply with this requirement.

    • Clean Air Act and Federal Water Pollution Control Act

      Where the price of this procurement exceeds one hundred thousand U.S. dollars ($100,000.00), Contractor agrees to comply with the requirements of the Clean Water Act and the Clean Air Act, 33 U.S.C. 1251 et seq. and 42 U.S.C. 7401 seq., respectively. Contractor agrees to report and require each subcontractor at any tier to report any violation of these requirements resulting from any implementation activity of a subcontractor or itself to FTA and the appropriate U.S. EPA Regional Office.

      Contractor is responsible for ensuring that subcontractors comply with this requirement.

    • Seismic Safety (Contracts for the Construction of New Buildings or Additions to Existing Buildings)

      Contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation (DOT) Seismic Safety Regulations 49 C.F.R. part 41 and will certify to compliance to the extent required by the regulation. Contractor also agrees to ensure that all work performed under this contract, including work performed by a subcontractor, is in compliance with the standards required by the Seismic Safety regulations and the certification of compliance issued on the project.

      Contractor is responsible for ensuring that subcontractors comply with this requirement.

    Submission Requirements

    • Required Documents
    • Upload Current Copy of Vendor’s Form W-9 (required)

      Please download the below documents, complete, and upload.

    • Affidavit Regarding Delinquent Taxes (required)

      Please download the below documents, complete, and upload.

      This document must be physically signed and notarized to be accepted. 

    • Affidavit Regarding Government-Wide Debarment and Suspension (required)

      Please download the below documents, complete, and upload.

      This document must be physically signed and notarized to be accepted. 

    • Affidavit Regarding Non-Collusion (required)

      Please download the below documents, complete, and upload.

      This document must be physically signed and notarized to be accepted. 

    • Affidavit Regarding Restrictions on Lobbying (required)

      Please download the below documents, complete, and upload.

      This document must be physically signed and notarized to be accepted. 

    • Affidavit Regarding Build America- Buy America Compliance (required)

      Please download the below documents, complete, and upload.

      This document must be physically signed and notarized to be accepted. 

    • Company Information
    • Name and Title of Respondent’s Authorized Official (required)

      Enter the name and title of the respondent’s authorized official that will be charged with signing the awarded contract.

    • Age of Firm (required)

      Enter the number of years the Vendor’s firm has been in business.

    • Annual Gross Receipts (required)

      Provide the Vendor’s gross annual receipts for the most recently completed fiscal year.

    • System for Award Management (https://sam.gov/) (required)

      Please enter a CAGE Code if applicable.

      CAGE stands for Commercial and Government Entity. A unique CAGE code is assigned to all businesses and individual's that complete the System for Award Management registration process. This "system" is a database that contains information about all active government contractors. 

    • Acknowledgement
    • Name and Title of Person Submitting Proposal (required)

      Enter the full name, title, and email address of the authorized company representative submitting the proposal on behalf of the Vendor.

    • Payment Terms (required)

      By confirming, the Vendor agrees to Net 30 payment terms as set forth in the Terms and Conditions. 

    • I certify that I have read, understood and agree, on behalf of the firm submitting this response, to the terms and conditions set forth herein with the exception of any modification requests approved by COTA during the Q&A period. (required)
    • If your firm is requesting any exceptions, clarifications, or modifications to the Agency’s Contract Terms and Conditions, please upload a redlined version of the Contract that reflects only those changes that were formally submitted and addressed during the solicitation Question & Answer (Q&A) period.
      • Upload a tracked-changes (redlined) version of the Contract Terms and Conditions included in the solicitation.

      • Redlines must be limited to items that were submitted by your firm during the official Q&A period and subsequently acknowledged or addressed by the Agency.

      • Do not include new or additional requested changes that were not raised during the Q&A period.

        Failure to comply with these requirements may result in the Agency deeming your response non-responsive or requiring withdrawal of unapproved redlines during contract negotiations.

    • Elecronic Confirmation (required)

      By certifying, the Bidder certifies that they are duly authorized to submit this proposal on behalf of the Vendor. 

    • Period of Performance (Years) (required)

      What is the proposed contract term (years)?

    • Period of Performance (Months) (required)

      What is the proposed contract term (months)?

    • How many option years will be included in this contract? (required)

      Enter the total number of one-year option periods to be included beyond the initial base term.

      • Do not include the base term in this number.

      • Option years must be supported by budget planning and operational need.

      • Each option year must be exercisable at COTA’s sole discretion.

      • If federal funds are involved, ensure the total potential contract term (base + options) complies with applicable federal regulations and does not create an impermissible multi-year commitment without funding availability.

      If no option years are anticipated, enter “0.”

    • Please provide the Microsoft Teams meeting link that will be used to conduct the live public bid opening. (required)

      Enter the full Microsoft Teams meeting link that will allow Procurement staff, vendors, and members of the public to join the live bid opening.

    Key dates

    1. April 2, 2026Published
    2. April 8, 2026Responses Due

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    Frequently asked questions

    SLED stands for State, Local, and Education. These are solicitations issued by state governments, counties, cities, school districts, utilities, and higher education institutions — as opposed to federal agencies.

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