1

NIAGARA FRONTIER TRANSPORTATION AUTHORITY

REQUEST FOR PROPOSAL

FOR

COMPREHENSIVE TRANSIT-ORIENTED DEVELOPMENT PLANNING

NFTA RFP 4573

The following items are to be included with the proposal and made part of any agreement entered into pursuant to this RFP. SUBMIT 7 HARD COPIES OF PROPOSAL and 1 ELECTRONIC COPY (CD OR FLASH DRIVE). Cover Letter, References, Project Implementation, Project Organization, Key Personnel, Related Projects, Background and Experience Itemized Cost Proposal Disclosure of Prior Non-Responsibility Determinations Bidder's/Proposer's Affirmation and Certification Non-Collusive Proposal Certificate Certificate Regarding Lobbying Submittal of Proposal Form with Company and Contact Information Acknowledgment of Addenda Contractor Certification Form ST-220-TD All Documentation Requested

PROPONENTS MUST REGISTER AND DOWNLOAD THIS RFP FROM THE NFTA WEB SITE, WWW.NFTA.COM, IN ORDER TO BE NOTIFIED OF SUBSEQUENT AMENDMENTS. ONLY REGISTERED SUPPLIERS WILL RECEIVE NOTIFICATION OF

NEW RFP’S AS THEY BECOME AVAILABLE.

THE RFP NUMBER MUST BE REFERENCED ON ALL SUBMITTALS AND CORRESPONDENCE.

2

NIAGARA FRONTIER TRANSPORTATION AUTHORITY

REQUEST FOR PROPOSAL NO. 4573

Proposals will be received by the undersigned until 11:00 am, May 20, 2016 for:

COMPREHENSIVE TRANSIT-ORIENTED DEVELOPMENT PLANNING in accordance with the attached proposal documents. The Authority reserves the right to reject any or all proposals, or to waive any informality in the proposal. Proposals shall be submitted in a sealed envelope showing Proponent’s name and addressed to:

NIAGARA FRONTIER TRANSPORTATION AUTHORITY Department of Procurement - Fifth Floor

Attention: Andrea Herald 181 Ellicott Street

Buffalo, New York 14203 716-855-7356 phone, 716-855-6676 fax

Email: Andrea_Herald@nfta.com www.nfta.com

MARK ON LOWER LEFT HAND CORNER OF ENVELOPE:

RFP: 4573 DUE DATE: May 20, 2016 at 11:00am FOR: COMPREHENSIVE TRANSIT-ORIENTED DEVELOPMENT PLANNING NAME OF PROPONENT:

PROPOSALS MUST BE RECEIVED AT 181 ELLICOTT STREET, 5TH FLOOR, PROCUREMENT DEPARTMENT, BEFORE THE TIME DESIGNATED FOR OPENING IN ORDER TO BE CONSIDERED. All correspondence, communications and/or contact with the NFTA in regard to any aspect of this proposal shall be with the Procurement Official designated above or her designated representative. Prospective proponents, or their representatives, shall not make contact with or communicate with any representatives of the NFTA, including employees and consultants, other than the designated Procurement Official, in regard to any aspect of this proposal.

Andrea Herald, Procurement Manager

3

The Opportunity

Regional Resurgence and Collaboration in the Buffalo Niagara Region The Buffalo Niagara Region of New York State is experiencing significant positive

transformation in its economy and the pace of development. Strong growth areas in the region

continue to be the Town of Amherst and increasingly, the City of Buffalo in terms of residential,

commercial, retail and institutional development. Collaborative planning processes have

produced documents such as the One Region Forward’s Regional Plan for Sustainable

Development, A New Way to Plan for Buffalo Niagara, and the Western New York Regional

Development Council’s A Strategy for Prosperity and The Buffalo Billion Investment

Development Plan. These plans are coordinating public and private investment in the areas of

economic development, land use, transportation, housing, food access and climate change

adaption.

Transit Options Amherst-Buffalo NFTA-Metro is finalizing an alternatives analysis process that

developed and evaluated several alternatives for improved transit

access between key activity centers in the City of Buffalo and

Town of Amherst. The study has identified high quality transit in

the City of Buffalo Main Street and Town of Amherst corridor as a way to address the purpose

and need of the study area including:

4

5

serve a strong transit market and increased travel demand;

enhance transit services to existing and emerging activity centers;

attract additional transit riders;

provide a more efficient ride for existing transit users and the transit-dependent

population between Amherst and Buffalo to improve opportunities for participation in the

workforce of the overall regional economy;

help relieve parking constraints and roadway capacity issues in Downtown Buffalo, the

Buffalo Niagara Medical Campus, the University at Buffalo campuses, the Canalside-

Cobblestone districts and highways, streets and neighborhoods in the study area;

improve the operating efficiency of the existing transit network; and

support local and regional land-use and transit-oriented development plans and the

transit-economic development connection.

As the alternatives analysis process prepares to select a Locally Preferred Alternative the NFTA

must identify, measure, and communicate the economic and community development power

and impact of the proposed project. The Pilot Program for Transit-Oriented Development

Planning grant received by the NFTA in September 2015 and the resulting scope of work

outlined below will comprehensively plan for the transit-land use connection to ensure the

proposed transit project meets the alternatives analysis purpose and need and the goals of the

Pilot Program for Transit-Oriented Development Planning.

Comprehensive Transit-Oriented Development (TOD) Planning for Transit Options Amherst-Buffalo The region, as noted in the above referenced plans, has great interest in economic and

community development in proximity to the existing light rail rapid transit line in the City of

Buffalo and along transit enhancements in the Town of Amherst. These goals are consistent

with the following goals of the Pilot Program for Transit-Oriented Development Planning:

enhance economic development, ridership, and other goals established during the

project development and engineering process;

facilitate multimodal connectivity and accessibility;

increase access to transit hubs for pedestrian and bicycle traffic;

enable mixed-use development;

identify infrastructure needs associated with the eligible project; and

include private sector participation.

In order to develop strategic TOD that responds to unique local market conditions, stakeholders

in the region require coordinated TOD policies and mechanisms that result in the best use of

land and resources, maximize transit ridership and vehicle miles traveled reductions.

Over the study period, comprehensive TOD planning for the Amherst-Buffalo Corridor will

significantly enhance TOD opportunities in the Transit Options Amherst-Buffalo project corridor

by delineating a comprehensive and innovative set of policies, regulatory, financial tools and

6

infrastructure projects that overcome barriers to TOD in the corridor, accelerate developmental

opportunities and measure progress over time. Through community engagement, the project will

also serve to increase public understanding and awareness of the benefits of TOD and actively

engage citizen champions, leaders, developers and other stakeholders in the planning process.

The project will generate support for multimodal, accessible mixed-use development that

supports transit investments and enable more sustainable forms of redevelopment within

existing centers and nodes along proposed transit corridors.

Specific Scope Activities

Activity 1- Organize for Action

Task 1 – Establish and Activate Project Steering Committee A list of Project Steering Committee members will be provided to the consultant. Consultant

activities will include full definition of Steering Committee responsibilities, organization and

staffing of regular Steering Committee meetings for overall guidance on the project work plan

and products.

Timeline – Month 1 through Month 24.

Deliverable – Meeting agendas and minutes as well as meeting materials relevant to the tasks.

Task 2 - Establish Local Government and Private Sector Advisory Teams In consultation with the Project Steering Committee, the Consultant shall establish and convene

the following Advisory Teams to provide project guidance:

7

Local Government Advisory Team – comprised of representatives from the Town of

Amherst, Town of Tonawanda, and the City of Buffalo with responsibilities for planning,

development, zoning and fiscal management of local government resources.

Private Sector Advisory Team – comprised of public and private-sector stakeholders

from development, legal, financial, affordable housing and other areas as determined.

The consultant shall also determine the role of advisory committees in accomplishing the project

scope, taking ownership over results and implementing TOD.

Timeline – Month 3 through Month 19.

Deliverable – Meeting agendas and minutes.

Activity 2 – Measure the Overall Impact of the Project

Task 3 – The Impact of the Transit Investment on Development Patterns The Consultant shall develop a quantitative economic development scenario-based estimate of changes in development patterns around major corridor transit investments and the attendant economic, fiscal, and environmental impacts in order to inform local decision-makers about the economic development potential of the proposed transit project and supportive TOD policies. The analysis should consider:

the economic conditions in the project corridor;

the mechanisms by which the project would improve those conditions;

the availability of land in station areas for development and redevelopment;

a pro forma assessment of the feasibility of specific development scenarios;

the estimated change in vehicle miles traveled attributable to estimated changes in development patterns;

the estimated environmental benefits that come with the vehicle miles traveled, changes attributable to the change in development patterns; and

the adverse impacts of TOD. Timeline – Month 2 through Month 6.

Deliverable – An early estimate of the magnitude of changes in population and employment in

the corridor and the attendant economic and fiscal impacts. By the end of analysis, a report on

the estimated changes in development patterns around major corridor transit investments and

the attendant economic, fiscal, and environmental impacts will be reviewed by Project Steering

Committee and Advisory Teams and finalized subsequent to comment resolution.

Activity 3 – Understand the Current Situation

Task 4 - Establish a Baseline of Comprehensive TOD Plan Performance Measures

8

The Consultant shall establish performance measures to understand the current transit-oriented

development planning conditions in the corridor, to guide the comprehensive planning project

work, and to help the community set reasonable expectations for the plan.

Timeline – Month 3 through 7.

Deliverable – A Report on Corridor TOD Readiness and Performance Measurement, reviewed

by Project Steering Committee and Advisory Teams and finalized subsequent to comment

resolution.

Task 5 - Review Relevant Plans and Regulations The Consultant shall review relevant local and regional plans to identify opportunities and

barriers to infrastructure and private-sector development related to TOD. Regulations to review

will include, but are not limited to, those that may act as opportunities or barriers to housing,

land use, site design, access and parking that is appropriate to TOD. In addition, the consultant

shall detail the implications of emerging code revisions in the Town of Amherst and the City of

Buffalo’s Green Code, as well as transit supportive zoning and an updated comprehensive plan

in the Town of Tonawanda. From the analysis above, the consultant will document and

flowchart the process for initiation and completion of a TOD in each of the two communities and

outline the roles and responsibilities of public and private sector organizations and departments

in future TOD activity.

Timeline – Month 7 through 12.

Deliverable – A report referencing the plans and detailing the regulations as described above,

reviewed by Project Steering Committee and Advisory Teams and finalized subsequent to

comment resolution.

Task 6 – Prepare a TOD Typology for Station Areas

The Consultant shall examine characteristics of existing light rail station areas and proposed

locations, from the DL&W terminal to the potential termini in the northern part of the Town of

Amherst. The Consultant shall examine the role each area plays in the corridor and region

including surrounding land use, connectivity and market strength. As part of the analysis of

existing market and land use conditions, the consultant shall refer to the Buffalo Niagara

Partnership Market Analysis and will collect and conduct the following:

Data on existing housing characteristics

o rental vs. owner-occupied

o senior, workforce, and student housing

Data on existing commercial business characteristics

o jobs at small vs. large business

o loan activity

o retail market characteristics

9

Conduct an analysis of available land uses including parcel ownership

The Consultant shall then prepare a typology of TOD characteristics and readiness for the

corridor and include an analysis of housing for station areas. Where possible the consultant will

develop an in-depth build out around key station areas.

The TOD Typology Report will:

Classify Station Areas by Type and

Develop an Implementation Typology

o Categorize stations by existing

land use characteristics

o Categorize stations by market

potential

o Create a typology that

addresses the implementation

needs for the diversity of

stations in the corridor

Develop Implementation Strategies

o Develop strategies for the

corridor overall

o Develop strategies for each

type of station

o Develop strategies for specific

stations

Timeline – Month 7 through 12.

Deliverable – Corridor TOD Typology Report to be reviewed by Project Steering Committee and Advisory Teams and finalized subsequent to comment resolution.

Activity 3 – Public Engagement

Task 7 – Develop a Comprehensive Community Engagement Strategy

The Consultant shall work with the Project Steering Committee to develop a comprehensive

community engagement strategy. The strategy will incorporate the following elements:

Targeted Outreach to Key Citizen and Community Transportation Groups

The groups will include, but are not limited to: Transit Options Amherst-Buffalo Advisory

Committee; One Region Forward committees and working groups; NFTA Citizen’s

Advisory Committee and Disabled Advisory Committee; and the Buffalo Niagara

10

Partnership’s Transportation Council and Development Advisory Committee; as well as

the broader community.

Preparation and Dissemination of Marketing and Media Materials

As part of the Community Engagement Strategy, consultant will prepare sufficient

descriptive material and assemble quantitative evidence of benefits of TOD for

marketing and communication materials. Other media materials to be generated by the

consultant to effectively communicate the purpose of the TOD planning process and

project progress include meeting materials, reports, and graphics for dissemination and

upload to the GBNRTC website and social media platforms. GBNRTC staff will manage

programming and the posting of content updates.

Timeline – Month 3 through 7.

Deliverable – TOD Community Engagement Plan reviewed by Project Steering Committee and

Advisory Teams and finalized subsequent to comment resolution

Task 8 – Create TOD Visualization Tools for Corridor TOD Community Engagement

The Consultant shall use three dimension visualization technology to prepare development

scenarios for select station areas of the corridor based on community values (documented in

existing local and regional planning processes); the typology for station areas and

recommended land use; site design, access and parking strategies; policies and regulations.

Include iterative capabilities and visualization data.

Timeline – Month 10 through 17.

Deliverable – Develop scenario visualization tools with iterative capabilities and tabular displays

of impacts.

Task 9 – Develop and Deliver TOD Community Education Forums The Consultant shall hold two community educational forums on TOD. Community Forum #1

will serve to communicate and reinforce the benefits of TOD and present the three dimensional

development scenarios of generated under Task 8. Community Forum #2 will serve to present

the overall findings of the Comprehensive TOD Plan for the Amherst-Buffalo Corridor.

Timeline – Month 10 through 20.

Deliverable – Two community forums.

Task 10 – Develop and Deliver TOD Engagement Sessions Targeting Private Sector Stakeholders

11

The Consultant shall hold four TOD technical assistance programs targeted at private sector

parties including developers and real estate professionals. These sessions are to be modeled

after the successful Economics of Sustainability series held by the Buffalo Niagara Partnership

as part of One Region Forward. This includes outreach to development, real estate, finance,

and community; including bringing in outside expertise to create a firm understanding of the

TOD approach, tools available and market opportunities within mid-size cities.

Timeline – Month 3 through 19.

Deliverable – Four engagement sessions.

Activity 4 – Preparing for Action Task 11 – Identify Priority Infrastructure Investments for TOD

The Consultant shall identify and prioritize specific station area public and private sector

infrastructure improvements throughout the corridor based on the TOD policy, typology and

comments received on TOD visualizations.

Timeline – Month 12 through 19.

Deliverables – A report with priority infrastructure investments to support TOD, both reviewed by

Project Steering Committee and Advisory Teams and finalized subsequent to comment

resolution.

Task 12 – Recommend New or Amended Policies That Will Implement TOD The Consultant shall identify amendments to existing housing, land use, site design, access,

parking plans, strategies, policies and regulations. Or, the consultant will propose new

regulations or polices, including policies for GBNRTC and NFTA that address barriers,

incentivize TOD and promote multimodal access to station areas, safety and security in the

corridor. This may include recommendations on specific zoning and land use changes

needed to ease the permitting process for interested developers for areas around stations and

in the corridor. A specific focus of this task will be to ensure that a range of housing choices are

made available in station areas including: affordable housing, and planning to minimize the

displacement of lower-income residents living in station areas.

Timeline – Month 14 through 24.

Deliverable – Report on recommended policies and regulations to facilitate TOD in the

referenced communities reviewed by Project Steering Committee and Advisory Teams and

finalized subsequent to comment resolution.

Task 13 – Advance Innovative TOD Financing Mechanisms

12

To advance innovative public and private sector TOD financing mechanisms in the region the

Consultant shall:

Review existing laws, regulations and policies for new infrastructure and development

financing;

Engage project partners and document innovative financing mechanisms to fund transit,

station access and area infrastructure needs that facilitate multimodal access.

Assess the ability of TOD to support transit agency revenue;

Develop specific mechanisms and instruments for infrastructure development, developer

finance, and value capture that will support transit and TOD capital investments;

Complete legal review and document any administrative, regulatory, legislative or other

changes required to implement;

Prepare an agreement that outlines and supports a Regional TOD Committee that will

carry out the work of the plan and the policies identified for implementation. The

agreement should outline the purpose, benefits, members of the Regional TOD

Committee and their roles and responsibilities. The Committee will be a collaborative

forum for transit and land use stakeholders to implement TOD after the conclusion of the

comprehensive planning process.

Timeline – Month 14 through 24.

Deliverable – Report on Recommended Innovative TOD Financing Mechanisms and specific

mechanisms and instruments for NFTA to implement as referenced above. The report will be

reviewed by NFTA Administration, Project Steering Committee and Advisory Teams and

finalized subsequent to comment resolution.

Task 14 – Bring It All Together

The Consultant will integrate all task-oriented deliverables into a single Executive Summary and

Comprehensive Plan that presents the current situation, the TOD typology, recommended new

policies, regulations, and specific implementable financing mechanisms. The Plan will include

the build out analysis with visualizations and impact assessment. The Consultant shall also

generate an action plan to implement recommendations including actions, responsible parties

and timeline, consistent with the performance objectives and measures identified in Task 4.

Timeline – Month 18 through 24.

Deliverable – An Executive Summary, Comprehensive Plan and Action Plan reviewed by

Project Steering Committee and Advisory Teams and finalized subsequent to comment

resolution.

13

COST PROPOSAL

For each task, submit an itemized cost per proposal including the number of hours devoted to

each. Identify any other anticipated costs associated with this project. Submit an hourly rate for

additional services, if required.

14

INSURANCE REQUIREMENTS The Consultant agrees to procure and maintain, for the term of the Agreement, insurance of the kinds and in the amounts hereafter required, with insurance companies authorized to do business in New York State, covering all operations under this Agreement whether performed by it or its sub-contractors. The insurance companies affording coverage must be deemed acceptable to the Niagara Frontier Transportation Authority (NFTA) and Niagara Frontier Transit Systems, Inc. (NFTM) throughout the term of this contract. If any insurance company is deemed unacceptable to the NFTA/NFTM the Contractor aggress to procure and maintain at its expense coverage with an acceptable insurer as soon as notified by NFTA/NFTM. The policies shall provide for a 30-day notice to NFTA/NFTM prior to termination, cancellation or change.

Prior to the execution of the Agreement, the Consultant shall supply the NFTA/NFTA by delivering to the Manager of Risk Management, 181 Ellicott St., Buffalo, NY 14203, a certificate(s) of insurance providing evidence of insurance coverage for the Consultant for the following coverage:

General Liability Insurance in a comprehensive form including coverage for property damage, bodily injury, personal injury and completed operations with a single limit of at least $1,000,000 per occurrence with a $2,000,000 aggregate. The certificate shall name the Authority as an additional insured.

If any motor vehicle is used in the work, Auto Liability Insurance covering bodily injury and property damage with minimum combined single limit of $1,000,000.

Workers’ Compensation and Employer’s Liability in accordance with the applicable laws of the State of New York.

Professional Liability Insurance, in the amount of $1,000,000 per occurrence.

Each insurance policy shall be kept in force until the receipt of final payment to the Consultant except for professional liability insurance, which shall be kept in force until at least one year after final payment to Consultant.

The Niagara Frontier Transportation Authority and Niagara Frontier Transit Systems, Inc. and the Consultant agree to waive all rights against each other for damages to the extent covered by the insurance, except for such rights they may have to the proceeds of such insurance held by the NFTA/NFTM as trustee. The Consultant shall require similar reciprocal waivers by all sub-consultants. This policy shall recognize such waivers of recovery by an appropriate Waiver of Subrogation Clause Endorsement, excluding any subrogation rights granted under New York Law to the contrary notwithstanding. Above needed insurance coverage should be provided on a primary and non-contributory basis.

Copies of any required policies shall be provided to NFTA/NFTM upon request.

15

PROPOSAL EVALUATION An NFTA Selection Team will evaluate proposals. The team will select the proponent whose proposal is most advantageous to the NFTA, considering the evaluation criteria. SELECTION PROCEDURE

1. The selection team will evaluate and score all proposals received.

2. Proposals not meeting minimum requirements and those that are not responsive, will not be given further consideration.

3. Proposals in the competitive range will be determined. These proponents may be asked to present their proposal to the selection team.

4. When presentations, discussions and negotiations are concluded, NFTA may request revised proposals and /or best and final offers from responsible proponents in the competitive range.

5. Proposals will be re-evaluated and scored. The selection team will recommend that the proponent with the highest overall score be awarded the contract. The recommendation must then be approved by the NFTA Board of Commissioners prior to the execution of a contract.

NOTE: NFTA reserves the right to make the award based upon the initial proposals submitted, without presentation or discussions. EVALUATION CRITERIA (Listed in order of importance)

1. Qualifications and experience: demonstrated ability in the industry, references, past performance, depth of knowledge of key personnel, organization, management, time-table. 40%

2. Technical Criteria: project approach, methods. Compliance with requirements. 30%

3. Cost. 30%

16

PROPOSAL INSTRUCTIONS 1. INTRODUCTION This Request for Proposal ("RFP") invites proposals for COMPREHENSIVE TRANSIT-ORIENTED DEVELOPMENT PLANNING as set forth herein. These services may be modified during contract negotiations between the Proponent and the NFTA. The Proponent is encouraged to use its previous knowledge and experience to develop a proposal to meet the NFTA’s needs and a time schedule for completion within the constraints set forth in the project description and technical requirements. This RFP does not commit the NFTA to negotiate a contract, nor does it obligate the NFTA to pay for any costs incurred in preparation and submission of proposals or costs incurred prior to entering into a formal agreement. Proposals will be accepted until 11:00 a.m., May 20, 2016 at the Office of the Manager, Procurement, Fifth Floor, Metropolitan Transportation Center, 181 Ellicott Street, Buffalo, New York 14203. Proposals should be submitted in an opaque, sealed envelope. Proposals received after the date and time specified above shall be considered late proposals and, therefore, shall not be opened nor considered for award. The RFP number must be referenced on all submittals and correspondence. 2. PROPONENT QUALIFICATIONS To be considered qualified, the Proponent must demonstrate in its proposal that it has the background, experience, and the technical and management resources required to organize and conduct the services outlined in this RFP. The Proponent shall furnish information documenting its ability to provide and perform all work related to its implementation and ongoing effectiveness of the project, in a timetable acceptable by the NFTA. The NFTA reserves the right to investigate the qualifications of firms under consideration to confirm any part of the information furnished by the Proponent. Anything less than satisfactory performance on a prior NFTA contract may lead to the NFTA concluding that the Proponent is not qualified. 2.1 Joint Venture: Proposals submitted by a joint venture shall not be considered unless the contractual responsibilities of the parties to the joint venture are clearly and specifically identified. 2.2 Validity Period: The proposal shall be considered valid for the period of time it takes to negotiate a contract with the successful Proponent. This may involve a period of up to 90 days following submittal. If a proposal is not valid for this time period, notification of the valid time period must be made in the letter of transmittal. 2.3 Confidentiality of Proposals: Access to the NFTA’s records is governed by Article 6 of the Public Officers Law of the State of New York (“Freedom of Information Law”). Except as otherwise required by the Freedom of Information Law, or other

17

applicable laws, the NFTA will exempt from disclosure records submitted in the proposal which are trade secrets or are maintained for the regulation of commercial enterprise which if disclosed would cause substantial injury to the competitive position of the subject enterprise. Any such records that an Offeror believes should be exempted from disclosure shall be conspicuously and specifically identified and marked as such. Blanket-type identification by designating whole pages or sections as records exempt from disclosure will not assure confidentiality. The specific records must be clearly identified as exempt from disclosure and an explanation submitted as to why they should be exempt must accompany the offeror’s proposal or the designation will be disregarded. Proposal Forms shall not be designated to be proprietary. The NFTA will disregard any proprietary markings on any Proposal Form. Upon a request for records from a third party regarding any records submitted with this proposal for which an exemption from disclosure was sought the NFTA will notify in writing the party involved. The party involved must respond within 10 (ten) business days with a written statement of the necessity for the continuation of such exemption in order to avoid disclosure. 2.4 Agreement: The Proponent awarded the contract will be required to execute an Agreement in a form acceptable to the Authority. 3. RFP AMENDMENTS/QUESTIONS This RFP represents a written statement on the part of the NFTA explaining the requirements, terms, and conditions for submissions of proposals. The RFP covers this material as comprehensively and completely as it can at this time and thus contains all representations of the NFTA with respect to this matter. Any information or understandings, verbal or written, which are not contained within this RFP, or in later written addenda to this RFP, if issued, will be excluded from consideration in evaluating proposals. Any questions, objections or requests for revisions which Proponents may have should be submitted in writing to Andrea Herald via e-mail no later than April 29, 2016. If questions submitted to the NFTA make issuance of addenda to this RFP necessary, such addenda will be distributed to all prospective Proponents. However, it is the responsibility of the Proponent to determine whether addenda have been issued and to acknowledge their receipt in its proposal. 4. PROPOSAL PROTEST PROCEDURES 4.1 Pre-Submittal Opening Protests: If a Proponent can demonstrate that the Contract Documents issued by the NFTA are unduly exclusionary and restrictive or that federal, state or local laws or regulations have been violated during the course of the procurement, then the Proponent may seek a review by the Executive Director or his appointed representative, at 181 Ellicott Street, Buffalo, New York 14203. Protests shall be clearly identified as Protests and submitted in writing as early as possible but no later than five (5) business days before the date specified for proposal submittal. Within four

18

(4) business days after receipt of a pre-submittal protest, the Executive Director shall make one of the determinations listed in paragraph 4.4 4.2 Post-Submittal Protests: A protest to the acceptance or rejection of any or of all proposals for a contract, or to the award thereof, or to any such action proposed or intended by the NFTA, must be received in writing by the Executive Director no later than five (5) business days after the protesting party first learned, or reasonably ought to have learned, of the action or the proposed or intended action to which he/she protests. 4.3 Decision-Makers: In the event the protester alleges that the Executive Director or the representative appointed by the Executive Director to serve as Decision-Maker for the particular protest, engaged in improper conduct during the subject procurement, the General Counsel shall serve as the Decision-Maker. In the event it has been alleged that the General Counsel has engaged in improper conduct during the subject procurement, either the Executive Director or the Chief Financial Officer shall serve as the Decision-Maker. 4.4 Rulings on Protests: Within four (4) business days, the Executive Director shall render one of the following determinations:

(a) Protest is overruled. (b) Protest is substantiated. Executive Director shall issue instructions to remedy

issues relating to the protest. (c) Procurement activity is suspended until written notification by the Executive

Director. The determination shall be in writing and shall provide at a minimum a general response to each material issue raised in the protest. All documents submitted by the Protester and/or Authority Staff and reviewed by the Decision-Maker in the reaching of a determination shall form and be retained by the Authority as the formal record of the dispute resolution process. The issuance of the foregoing determination is the NFTA's final decision of the dispute. All interested parties shall be notified of any protests that are filed. The NFTA shall refrain from awarding a contract within five (5) business days of the date of a decision rendered by the Executive Director regarding a protest, unless the NFTA determines that:

(a) The items to be procured are urgently required. (b) Delivery or performance will be unduly delayed by failure to make a prompt

award. (c) Failure to make a prompt award will otherwise cause undue harm to the NFTA,

state government or the federal government. 4.5 Protester’s Appeal to Federal or State Agencies: In the event that the NFTA fails to have written protest procedures or fails to abide by the protest procedures set forth above, and federal or state funds are participating in the procurement, then the protester may seek a review by the appropriate funding agency. Protesters shall file

19

such a protest in accordance with the requirements set forth below, not later than five (5) business days after a final decision is rendered under the NFTA's protest procedure. In instances where the protester alleges that the NFTA failed to make a final determination on the protest, protesters shall file a protest with the appropriate agency not later than five (5) business days after the protester knew or should have known of the NFTA's failure to render a final determination on the protest. 5. PROPOSAL The Proponent shall submit 7 hard copies of its proposal and 1 electronic copy. 5.1 Format: The proposal must be in compliance with the format described herein. The proposal shall be prepared on 8-1/2" x 11" paper bound on the long side. All pages are to be sequentially numbered. Unnecessarily elaborate proposals are not desired. Proposals should be concise, particularly with respect to past experience on other projects and the resumes of key personnel. Related experience is essential. Be specific on past and current assignments. Define the firm's involvement and responsibilities in each project. Electronic Copy: The electronic copies of the proposal must be included with the hard copies of the proposal. The electronic copies may be submitted in the form of a CD or flash drive. An emailed copy of the electronic version will not be accepted. The Proponent's technical proposal shall be prepared using the following format to facilitate evaluation. If a Proponent fails to provide the information requested in one or more sections, the proposal may be considered non-responsive. 5.2 Content: The proposal shall contain the following items:

Cover Letter Project Implementation Project Organization Key Personnel Related Projects Background Experience/References Itemized Cost Proposal Proposal forms completed as appropriate with supplemental data

5.2.1 Cover Letter: The proposal shall be submitted with a cover letter summarizing key points in the proposal. Any introductory remarks may also be placed in the cover letter. Provide a contact name, address, phone number and email address. The cover letter should not exceed three pages in length. 5.2.2 Project Implementation: The Proponent shall describe its plans to provide the requested services. This section should include a narrative description of the proposed methodology to accomplish the required tasks, as well as any innovations used on similar projects which may be applicable to the project.

20

5.2.3 Project Organization: This section of the proposal should be used to provide information on the Proponent’s organization and staffing of the project. It should briefly describe the Proponent’s personnel and pertinent qualifications. 5.2.4 Key Personnel: A list of key personnel for this project must be submitted along with a resume for each person. 5.2.5 Related Projects: A list of other contracts entered into by your firm that are similar to this project should be provided. Each should include the degree of involvement by your firm. 5.2.6 Background Experience: This section should contain a brief history of your firm, names of principals, concise description of the types of work accomplished, indication of current staff size and location and other relevant background information. This section should also contain information demonstrating that your firm has a good working relationship with its clients, including a list of references (include contact information), copies of letters of commendation and a discussion of how problems arising during the course of project are addressed. Indicate if your firm has ever defaulted on a contract; describe the circumstances and outcome. 5.2.7 Project Cost Proposal: Submit an Itemized Cost Proposal. 5.2.8 Proposal Forms: All forms requiring Proponent responses must be completed

and submitted with the proposal.

21

FEDERAL REQUIREMENTS

6. DISADVANTAGED BUSINESS ENTERPRISE POLICY STATEMENT In accordance with the requirements of 49 CFR, Part 26, dated March 4, 1999 entitled, “Participation by Disadvantaged Business Enterprises in Department of Transportation Programs,” the Niagara Frontier Transportation Authority (NFTA), is committed to the development and implementation of an effective Disadvantaged Business Enterprise (DBE) Program. The NFTA has received Federal financial assistance from the Department of Transportation, and as a condition of receiving this assistance, the NFTA has signed an assurance that it will comply with 49 CFR Part 26. It is the policy of the NFTA to ensure that DBEs, as defined in Part 26, have an equal opportunity to receive and participate in DOT-assisted contracts. It is also the policy of the NFTA: 6.1 To ensure nondiscrimination in the award and administration of DOT-assisted

contracts; 6.2 To create a level playing field on which DBEs can compete fairly for DOT

assisted contracts; 6.3 To ensure that the DBE Program is narrowly tailored in accordance with

applicable law; 6.4 To ensure that only firms that fully meet 49 CFR, Part 26 eligibility standards are

permitted to participate as DBEs; 6.5 To help remove barriers to the participation of DBEs in DOT-assisted contracts;

and 6.6 To assist the development of firms that can compete successfully in the market

place outside the DBE program. The Director of Equal Opportunity/Diversity Development has been delegated as the DBE Liaison Officer. In that capacity, the Director of Equal Opportunity/Diversity Development is responsible for implementing all aspects of the DBE Program. Implementation of the DBE program is accorded the same priority as compliance with all other legal obligations incurred by the NFTA in its financial assistance agreements with the Department of Transportation. The NFTA has disseminated this policy statement to the Board of Commissioners and all the components of our organization. We have distributed this statement to DBE and non-DBE business communities that perform work for the NFTA on DOT-assisted contracts by inclusion in bid specifications, Requests for Qualifications and Requests for Proposals.

22

This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency’s overall goal for DBE participation is 17%. The Contractor must promptly notify the NFTA whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The Contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of the NFTA. 7. DISADVANTAGED BUSINESS ENTERPRISE (DBE) The underlying contract is subject to the requirements of Section 1101(b) of Map-21, 23U.S.C. § 101 note, Title 49, Code of Federal Regulations, Part 26, and 49 U.S.C. § 5332 Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The recipient’s overall goal for DBE participation is listed elsewhere. If a separate contract goal for DBE participation has been established for this procurement, it is listed elsewhere.

The contractor shall not discriminate on the basis of race, color, religion, national origin or sex in the performance of the underlying contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of the underlying contract. Failure by the contractor to carry out these requirements is a material breach of the underlying contract, which may result in the termination of the underlying contract or such other remedy as the municipal corporation deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)).

If a separate contract goal has been established, Bidders/offerors are required to document sufficient DBE participation to meet these goals or, alternatively, document adequate good faith efforts to do so, as provided for in 49 CFR 26.53.

If no separate contract goal has been established, the successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance.

The contractor is required to pay its subcontractors performing work related to the underlying contract for satisfactory performance of that work no later than 30 days after the contractor’s receipt of payment for that work from the recipient. In addition, the contractor may not hold retainage from its subcontractors or must return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to the underlying contract is satisfactorily completed or must return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor’s work by the recipient and contractor’s receipt of the partial retainage payment related to the subcontractor’s work.

The contractor must promptly notify the recipient whenever a DBE subcontractor

23

performing work related to the underlying contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of the recipient. The underlying contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency’s overall goal for DBE participation is 17%. The Contractor must promptly notify the NFTA whenever a DBE subcontractor performing work related to the underlying contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The Contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of the NFTA. 8. CIVIL RIGHTS REQUIREMENTS

The following requirements apply to the underlying contract:

The Recipient understands and agrees that it must comply with applicable Federal civil rights laws and regulations, and follow applicable Federal guidance, except as the Federal Government determines otherwise in writing. Therefore, unless a Recipient or Program, including an Indian Tribe or the Tribal Transit Program, is specifically exempted from a civil rights statute, FTA requires compliance with that civil rights statute, including compliance with equity in service:

a.) Nondiscrimination in Federal Public Transportation Programs. The Contractor agrees to, and assures that each Third Party Participant will, comply with Federal transit law, 49 U.S.C. § 5332 (FTA’s “Nondiscrimination” statute): (1) FTA’s “Nondiscrimination” statute prohibits discrimination on the basis of: (a) Race, (b) Color, (c) Religion, (d) National origin, (e) Sex, (f) Disability, or (g) Age, and (2) The FTA “Nondiscrimination” statute’s prohibition against discrimination includes: (a) Exclusion from participation, (b) Denial of program benefits, or (c) Discrimination, including discrimination in employment or business opportunity, (3) Except as FTA determines otherwise in writing: (a) General. Follow: 1. The most recent edition of FTA Circular 4702.1, “Title VI Requirements and Guidelines for Federal Transit Administration Recipients,” to the extent consistent with applicable Federal laws, regulations, and guidance, and 2. Other applicable Federal guidance that may be issued, but (b) Exception for the Tribal Transit Program. FTA does not require an Indian Tribe to comply with FTA program-specific guidelines for Title VI when administering its projects funded under the Tribal Transit Program, b.) Nondiscrimination – Title VI of the Civil Rights Act. The Recipient agrees to, and assures that each Third Party Participant will: (1) Prohibit discrimination based on: (a)

24

Race, (b) Color, or (c) National origin, (2) Comply with: (a) Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d et seq., (b) U.S. DOT regulations, “Nondiscrimination in Federally-Assisted Programs of the Department of Transportation – Effectuation of Title VI of the Civil Rights Act of 1964,” 49 C.F.R. part 21, and (c) Federal transit law, specifically 49 U.S.C. § 5332, as stated in the preceding section a, and (3) Except as FTA determines otherwise in writing, follow: (a) The most recent edition of FTA Circular 4702.1, “Title VI and Title VI-Dependent Guidelines for Federal Transit Administration Recipients,” to the extent consistent with applicable Federal laws, regulations, and guidance. (b) U.S. DOJ, “Guidelines for the enforcement of Title VI, Civil Rights Act of 1964,” 28 C.F.R. § 50.3, and (c) Other applicable Federal guidance that may be issued,

c.) Equal Employment Opportunity. (1) Federal Requirements and Guidance. The Recipient agrees to, and assures that each Third Party Participant will, prohibit discrimination on the basis of race, color, religion, sex, or national origin, and: (a) Comply with Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., (b) Facilitate compliance with Executive Order No. 11246, “Equal Employment Opportunity,” as amended by Executive Order No. 11375, “Amending Executive Order No. 11246, Relating to Equal Employment Opportunity,” 42 U.S.C. § 2000e note, (c) Comply with Federal transit law, specifically 49 U.S.C. § 5332, as stated in section a, and (d) Comply with other applicable EEO laws and regulations, as provided in Federal guidance, including laws and regulations prohibiting discrimination on the basis of disability, except as the Federal Government determines otherwise in writing, (2) General. The Recipient agrees to: (a) Ensure that applicants for employment are employed and employees are treated during employment without discrimination on the basis of their: 1 Race, 2 Color, 3 Religion, 4 Sex, 5 Disability, 6 Age, or 7 National origin, (b) Take affirmative action that includes, but is not limited to: 1 Recruitment advertising, 2 Recruitment, 3 Employment, 4 Rates of pay, 5 Other forms of compensation, 6 Selection for training, including apprenticeship, 7 Upgrading, 8 Transfers, 9 Demotions, 10 Layoffs, and 11 Terminations, but (b) Indian Tribe. Title VII of the Civil Rights Act of 1964, as amended, exempts Indian Tribes under the definition of "Employer". (3) Equal Employment Opportunity Requirements for Construction Activities. In addition to the foregoing, when undertaking “construction” as recognized by the U.S. Department of Labor (U.S. DOL), the Recipient agrees to comply, and assures the compliance of each Third Party Participant, with: (a) U.S. DOL regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41 C.F.R. chapter 60, and (b) Executive Order No. 11246, “Equal Employment Opportunity,” as amended by Executive Order No. 11375, “Amending Executive Order No. 11246, Relating to Equal Employment Opportunity,” 42 U.S.C. § 2000e note,

d.) Disadvantaged Business Enterprise. To the extent authorized by applicable Federal law, the Recipient agrees to facilitate, and assures that each Third Party Participant will facilitate, participation by small business concerns owned and controlled by socially and economically disadvantaged individuals, also referred to as “Disadvantaged Business Enterprises” (DBEs), in the Project as follows: 1) Requirements. The Recipient agrees to comply with: (a) Section 1101(b) of MAP-21, 23 U.S.C. § 101 note, (b) U.S. DOT regulations, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs,” 49 C.F.R.

25

part 26, and (c) Federal transit law, specifically 49 U.S.C. § 5332, as stated in section a, (2) Assurance. As required by 49 C.F.R. § 26.13(a), (b) DBE Program Requirements. Recipients receiving planning, capital and/or operating assistance that will award prime third party contracts exceeding $250,000 in a Federal fiscal year must: 1 Have a DBE program meeting the requirements of 49 C.F.R. part 26, 2 Implement a DBE program approved by FTA, and 3 Establish an annual DBE participation goal, (c) Special Requirements for a Transit Vehicle Manufacturer. The Recipient understands and agrees that each transit vehicle manufacturer, as a condition of being authorized to bid or propose on FTA-assisted transit vehicle procurements, must certify that it has complied with the requirements of 49 C.F.R. part 26, (d) the Recipient provides assurance that: The Recipient shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT-assisted contract or in the administration of its DBE program or the requirements of 49 C.F.R. part 26. The Recipient shall take all necessary and reasonable steps under 49 C.F.R. part 26 to ensure nondiscrimination in the award and administration of DOT-assisted contracts. The Recipient's DBE program, as required by 49 C.F.R. part 26 and as approved by DOT, is incorporated by reference in this agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the Recipient of its failure to carry out its approved program, the Department may impose sanctions as provided for under 49 C.F.R. part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. § 1001 and/or the Program Fraud Civil Remedies Act of 1986, 31 U.S.C. § 3801 et seq., (2) Exception for the Tribal Transit Program. FTA exempts Indian tribes from the Disadvantaged Business Enterprise regulations at 49 C.F.R. part 26 under MAP-21 and previous legislation,

e.) Nondiscrimination on the Basis of Sex. The Recipient agrees to comply with Federal prohibitions against discrimination on the basis of sex, including: (1) Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. § 1681 et seq., (2) U.S. DOT regulations, “Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance,” 49 C.F.R. part 25, and (3) Federal transit law, specifically 49 U.S.C. § 5332, as stated in section (a),

f.) Nondiscrimination on the Basis of Age. The Recipient agrees to comply with Federal prohibitions against discrimination on the basis of age, including: (1) The Age Discrimination in Employment Act (ADEA), 29 U.S.C. §§ 621 – 634, which prohibits discrimination on the basis of age, (2) U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, which implements the ADEA, (3) The Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., which prohibits discrimination against individuals on the basis of age in the administration of programs or activities receiving Federal funds, (4) 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, which implements the Age Discrimination Act of 1975, and (5) Federal transit law, specifically 49 U.S.C. § 5332, as stated in section (a),

g.) Nondiscrimination on the Basis of Disability. The Recipient agrees to comply with the following Federal prohibitions pertaining to discrimination against seniors or individuals with disabilities: (1) Federal laws, including: (a) Section 504 of the

26

Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination on the basis of disability in the administration of federally funded programs or activities, (b) The Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. § 12101 et seq., which requires that accessible facilities and services be made available to individuals with disabilities, 1 General. Titles I, II, and III of the ADA apply to FTA Recipients, but 2 Indian Tribes. While Titles II and III of the ADA apply to Indian Tribes, Title I of the ADA exempts Indian Tribes from the definition of “employer,” (c) The Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities, (d) Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a prohibited basis for discrimination, and (e) Other applicable laws and amendments pertaining to access for elderly individuals or individuals with disabilities, (2) Federal regulations, including: (a) U.S. DOT regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49 C.F.R. part 37, (b) U.S. DOT regulations, “Nondiscrimination on the Basis of Disability in Programs and Activities Receiving or Benefiting from Federal Financial Assistance,” 49 C.F.R. part 27, (c) U.S. DOT regulations, “Transportation for Individuals with Disabilities: Passenger Vessels,” 49 C.F.R. part 39, (d) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB) and U.S. DOT regulations, “Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles,” 36 C.F.R. part 1192 and 49 C.F.R. part 38, (e) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability in State and Local Government Services,” 28 C.F.R. part 35, (f) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities,” 28 C.F.R. part 36, (g) U.S. EEOC, “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 C.F.R. part 1630, (h) U.S. Federal Communications Commission regulations, “Telecommunications Relay Services and Related Customer Premises Equipment for Persons with Disabilities,” 47 C.F.R. part 64, Subpart F, (i) U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36 C.F.R. part 1194, and (j) FTA regulations, “Transportation for Elderly and Handicapped Persons,” 49 C.F.R. part 609, and (3) Other applicable Federal civil rights and nondiscrimination guidance,

h.) Drug or Alcohol Abuse - Confidentiality and Other Civil Rights Protections. The Recipient agrees to comply with the confidentiality and civil rights protections of: (1) The Drug Abuse Office and Treatment Act of 1972, as amended, 21 U.S.C. § 1101 et seq., (2) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended, 42 U.S.C. § 4541 et seq., and (3) The Public Health Service Act, as amended, 42 U.S.C. §§ 290dd – 290dd-2,

i.) Access to Services for People with Limited English Proficiency. Except as the Federal Government determines otherwise, in writing, the Recipient agrees to promote accessibility of public transportation services to people whose understanding of English is limited by following: 1) Executive Order No. 13166, “Improving Access to Services for Persons with Limited English Proficiency,” August 11, 2000, 42 U.S.C. § 2000d-1 note, and (2) U.S. DOT Notice, “DOT Policy Guidance Concerning Recipients’ Responsibilities to Limited English Proficiency (LEP) Persons,” 70 Fed. Reg. 74087, December 14, 2005,

27

j.) Other Nondiscrimination Laws. Except as the Federal Government determines otherwise in writing, the Recipient agrees to: (1) Comply with other applicable Federal nondiscrimination laws and regulations, and (2) Follow Federal guidance prohibiting discrimination.

k.) Remedies. Remedies for failure to comply with applicable Federal Civil Rights laws and Federal regulations may be enforced as provided in those Federal laws or Federal regulations. 9. SUSPENSION AND DEBARMENT

This Article applies to contracts for amounts in excess of $25,000.00.

The Contractor certifies by execution of this Agreement that neither the Contractor nor its principals or affiliates are excluded or disqualified as defined at 49 CFR Part 29.

The Contractor also agrees to include these requirements in each subcontract exceeding $25,000.00.

The Recipient agrees to the following: (1) It will comply with the requirements of 2 C.F.R. part 180, subpart C, as adopted and supplemented by U.S. DOT regulations at 2 C.F.R. part 1200, which include the following: (a) It will not enter into any arrangement to participate in the development or implementation of the Project with any Third Party Participant that is debarred or suspended except as authorized by: 1 U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 C.F.R. part 1200, 2 U.S. OMB, “Guidelines to Agencies on Government wide Debarment and Suspension (Nonprocurement),” 2 C.F.R. part 180, including any amendments thereto, and 3 Executive Orders Nos. 12549 and 12689, “Debarment and Suspension,” 31 U.S.C. § 6101 note, (b) It will review the U.S. GSA “System for Award Management,” https://www.sam.gov, if required by U.S. DOT regulations, 2 C.F.R. part 1200, and (c) It will include, and require each of its Third Party Participants to include, a similar provision in each lower tier covered transaction, ensuring that each lower tier Third Party Participant: 1 Will comply with Federal debarment and suspension requirements, and 2 Reviews the “System for Award Management” at https://www.sam.gov, if necessary to comply with U.S. DOT regulations, 2 C.F.R. part 1200, and (2) If the Recipient suspends, debars, or takes any similar action against a Third Party Participant or individual, the Recipient will provide immediate written notice to the: (a) FTA Regional Counsel for the Region in which the Recipient is located or implements the Project, (b) FTA Project Manager if the Project is administered by an FTA Headquarters Office, or (c) FTA Chief Counsel.

10. FLY AMERICA

The Contractor agrees to comply with 49 U.S.C. 40118 (the “Fly America” Act) in accordance with the General Services Administration’s regulations at 41 CFR Part 301-10, which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of

28

necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation.

11. FEDERAL CHANGES

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

12. NO FEDERAL OBLIGATIONS TO THIRD PARTIES

The NFTA and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the NFTA, 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 this 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. 13. LOBBYING Permissible contacts during the procurement process are governed by section 139-j of the State Finance Law. Submission of a proposal in response to this Request for Proposals constitutes the proposer’s written affirmation that the proposer understands and agrees to comply with section 139-j of the State Finance Law. Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 to be codified at 2 U.S.C. § 1601, et seq. - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier-to-tier up to

29

the recipient.

14. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS This Agreement includes provisions relating to certain Standard Terms and Condition required by the Department of Transportation (DOT), whether or not expressly set forth. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any NFTA requests which would cause the NFTA to be in violation of the FTA terms and conditions. 15. ENERGY CONSERVATION REQUIREMENTS The Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the applicable state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

16. CLEAN WATER

The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Contractor agrees to report each violation to NFTA and understands and agrees that NFTA will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office.

The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed, in whole or in part, with Federal assistance provided by the FTA.

17. CLEAN AIR

The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor agrees to report each violation to NFTA and understands and agrees that NFTA will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office.

The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed, in whole or in part, with Federal assistance provided by FTA.

18. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS.

1. The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to

30

its actions pertaining to this RFP. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate.

2. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed, in whole or in part, with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

3. The Contractor agrees to include the two clauses set forth immediately above 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.

19. FEDERAL PRIVACY ACT REQUIREMENTS

1. The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other things, as relating to drug and alcohol enforcement activities for the FTA, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract.

2. The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed, in whole or in part, with Federal assistance provided by FTA.

20. ACCESS TO RECORDS AND REPORTS The following access to records requirements apply to this Contract:

A. Where the purchaser is not a State but a local government and is an FTA recipient or a subgrantee of FTA recipient in accordance with 49 CFR 18.36(i), contractor shall provide the purchaser, the FTA, the US Comptroller General or their authorized

31

representatives access to any books, documents, papers and contractor records which are pertinent to the underlying contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor shall also, pursuant to 49 CFR 633.17, provide authorized FTA representatives, including any PMO contractor, access to contractor's records and construction sites pertaining to a capital project, defined at 49 USC 5302(a)1, which is receiving FTA assistance through the programs described at 49 USC 5307, 5309 or 5311.

B. Where the purchaser is a State and is an FTA recipient or a subgrantee of FTA recipient in accordance with 49 CFR 633.17, contractor shall provide the purchaser, authorized FTA representatives, including any PMO Contractor, access to contractor's records and construction sites pertaining to a capital project, defined at 49 USC 5302(a)1, which receives FTA assistance through the programs described at 49 USC 5307, 5309 or 5311. By definition, a capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000.

C. Where the purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is an FTA recipient or a subgrantee of FTA recipient in accordance with 49 CFR 19.48, contractor shall provide the purchaser, the FTA, the US Comptroller General or their authorized representatives, access to any books, documents, papers and record of the contractor which are directly pertinent to the underlying contract for the purposes of making audits, examinations, excerpts and transcriptions.

D. Where a purchaser which is an FTA recipient or a subgrantee of FTA recipient in accordance with 49 USC 5325(a) enters into a contract for a capital project or improvement (defined at 49 USC 5302(a)(1) through other than competitive bidding, contractor shall make available records related to the contract to the purchaser, the Secretary of USDOT and the US Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection.

21. BREACHES AND DISPUTE RESOLUTION Disputes arising in the performance of the underlying contract which are not resolved by agreement of the parties shall be decided in writing by the recipient’s authorized representative. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, contractor mails or otherwise furnishes a written appeal to the recipient’s CEO. In connection with such appeal, contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the recipient’s CEO shall be binding upon contractor and contractor shall abide by the decision. FTA has a vested interest in the settlement of any violation of Federal law including the False Claims Act, 31 U.S.C. § 3729.

Performance During Dispute - Unless otherwise directed by the recipient, contractor shall continue performance under the underlying contract while matters in dispute are being resolved.

Claims for Damages - Should either party to the contract suffer injury or damage to

32

person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefore shall be made in writing to such other party within ten days after the first observance of such injury or damage.

Remedies - Unless the underlying contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the recipient and contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the residing State. Rights and Remedies - Duties and obligations imposed by the contract documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the recipient or contractor shall constitute a waiver of any right or duty afforded any of them under the contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 22. PATENT AND RIGHTS DATA Contracts Involving Experimental, Developmental, Or Research Work.

A. Rights in Data - This following requirements apply to each contract involving experimental, developmental or research work:

(1) The term "subject data" used in this clause means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the contract. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to contract administration.

(2) The following restrictions apply to all subject data first produced in the performance of the contract to which this Attachment has been added: (a) Except for its own internal use, the Purchaser or Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Purchaser or Contractor authorize others to do so, without the written consent of the Federal Government, until such time as the Federal Government 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. (b) In accordance with 49 C.F.R. § 18.34 and 49 C.F.R. § 19.36, 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 in subsections (2)(b)1 and (2)(b)2 of this clause below. As used in the previous sentence, "for Federal Government purposes," means use only for the direct purposes of the Federal Government. Without the copyright owner's consent, the

33

Federal Government may not extend its Federal license to any other party. 1. Any subject data developed under that contract, whether or not a copyright has been obtained; and 2. Any rights of copyright purchased by the Purchaser or Contractor using Federal assistance in whole or in part provided by FTA. (c) When FTA awards Federal assistance for experimental, developmental, or research work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FTA determines otherwise, the Purchaser and the Contractor performing experimental, developmental, or research work required by the underlying contract to which this Attachment is added 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 that 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 the underlying contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct. This subsection (c) , however, does not apply to adaptations of automatic data processing equipment or programs for the Purchaser or Contractor's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects. (d) Unless prohibited by state law, upon request by the Federal Government, the Purchaser and the Contractor agree 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 the Purchaser or 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. Neither the Purchaser nor the Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government. (e) 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. (f) Data developed by the Purchaser or Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying contract to which this Attachment has been added is exempt from the requirements of subsections (b), (c), and (d) of this clause, provided that the Purchaser or Contractor identifies that data in writing at the time of delivery of the contract work. (g) Unless FTA determines otherwise, the Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. (3) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (i.e., a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc.), the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,

34

Contracts and Cooperative Agreements," 37 C.F.R. Part 401. (4) The Contractor also agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA.

B. Patent Rights - The following requirements apply to each contract involving experimental, developmental, or research work:

(1) General - If any invention, improvement, or discovery is conceived or first actually reduced to practice in the course of or under the contract to which this Attachment has been added, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, the Purchaser and Contractor agree to take actions necessary to provide immediate notice and a detailed report to the party at a higher tier until FTA is ultimately notified.

(2) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401.

(3) The Contractor also agrees to include the requirements of this clause in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. 23. PROMPT PAYMENT The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 30 days from the receipt of each payment the prime contract receives from the Recipient. The prime contractor agrees further to return retainage payments to each subcontractor within 30 days after the subcontractors work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Recipient. This clause applies to both DBE and non-DBE subcontracts. 24. FULL AND OPEN COMPETITION In accordance with 49 U.S.C. § 5325(h) all procurement transactions shall be conducted in a manner that provides full and open competition. 25. PROHIBITION AGAINST EXCLUSIONARY OR DISCRIMINATORY SPECIFICATIONS Apart from inconsistent requirements imposed by Federal statute or regulations, the contractor shall comply with the requirements of 49 USC 5323(h)(2) by refraining from using any FTA assistance to support procurements using exclusionary or discriminatory

35

specifications. 26. CONFORMANCE WITH ITS NATIONAL ARCHITECTURE Contractor shall conform, to the extent applicable, to the National Intelligent Transportation Standards architecture as required by Map-21 and follow the provisions of FTA Notice, “FTA National Architecture Policy on Transit Projects,” 66 Fed. Reg.1455 et. seq., January 8, 2001, and any other implementing directives FTA may issue at a later date, except to the extent FTA determines otherwise in writing. 27. ACCESS REQUIREMENTS FOR PERSONS WITH DISABILITIES Contractor shall comply with Federal policy that the elderly and persons with disabilities have the same rights as other persons to use mass transportation services and facilities and that special efforts shall be made in planning and designing those services and facilities to implement that policy. Contractor shall also comply with all applicable requirements of Sec. 504 of the Rehabilitation Act (1973), as amended, 29 USC 794, which prohibits discrimination on the basis of handicaps, and the Americans with Disabilities Act of 1990 (ADA), as amended, 42 USC 12101 et seq., which requires that accessible facilities and services be made available to persons with disabilities, including any subsequent amendments thereto. 28. NOTIFICATION OF FEDERAL PARTICIPATION To the extent required by law, in the announcement of any third party contract award for goods and services (including construction services) having an aggregate value of $500,000 or more, contractor shall specify the amount of Federal assistance to be used in financing that acquisition of goods and services and to express that amount of Federal assistance as a percentage of the total cost of the third party contract. 29. INTEREST OF MEMBERS OR DELEGATES TO CONGRESS No members of, or delegates to, the US Congress shall be admitted to any share or part of the underlying contract nor to any benefit arising therefrom. 30. INELIGIBLE CONTRACTORS AND SUBCONTRACTORS Any name appearing upon the Comptroller General’s list of ineligible contractors for federally-assisted contracts shall be ineligible to act as a subcontractor for contractor pursuant to the underlying contract. If contractor is on the Comptroller General’s list of ineligible contractors for federally financed or assisted construction, the recipient shall cancel, terminate or suspend the underlying contract.

OTHER FEDERAL AND CONTRACT REQUIREMENTS

To the extent not inconsistent with the foregoing “FEDERALLY-REQUIRED

36

CONTRACT REQUIREMENTS,” the underlying contract shall also include the following provisions: 31. COMPLIANCE WITH FEDERAL REGULATIONS Any contract entered pursuant to this solicitation shall contain the following provisions: All USDOT-required contractual provisions, as set forth in FTA Circular 4220.1F, are incorporated by reference. Anything to the contrary herein notwithstanding, FTA mandated terms shall control in the event of a conflict with other provisions contained in the underlying contract. Contractor shall not perform any act, fail to perform any act, or refuse to comply with any grantee request that would cause the recipient to be in violation of FTA terms and conditions. Contractor shall comply with all applicable FTA regulations, policies, procedures and directives, including, without limitation, those listed directly or incorporated by reference in the Master Agreement between the recipient and FTA, as may be amended or promulgated from time to time during the term of the underlying contract. Contractor’s failure to so comply shall constitute a material breach of the underlying contract. 32. REAL PROPERTY Any contract entered into shall contain the following provisions: Contractor shall at all times comply with all applicable statutes and USDOT regulations, policies, procedures and directives governing the acquisition, use and disposal of real property, including, but not limited to, 49 CFR 18.31-18.34, 49 CFR 19.30-19.37, 49 CFR Part 24, 49 CFR 5326 as amended by MAP-21, 49 CFR part 18 or 19, 49 USC 5334, applicable FTA Circular 5010, and FTA Master Agreement, as they may be amended or promulgated during the term of the underlying contract. Contractor’s failure to so comply shall constitute a material breach of the underlying contract. 33. ENVIRONMENTAL JUSTICE Except as the Federal Government determines otherwise in writing, the Recipient agrees to promote environmental justice by following: (1) Executive Order No. 12898, “Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations,” February 11, 1994, 42 U.S.C. § 4321 note, as well as facilitating compliance with that Executive Order, and (2) DOT Order 5610.2, “Department of Transportation Actions To Address Environmental Justice in Minority Populations and Low-Income Populations,” 62 Fed. Reg. 18377, April 15, 1997, and (3) The most recent and applicable edition of FTA Circular 4703.1, “Environmental Justice Policy Guidance for Federal Transit Administration Recipients,” August 15, 2012, to the extent consistent with applicable Federal laws, regulations, and guidance, 34. ENVIRONMENTAL PROTECTIONS Compliance is required with any applicable Federal laws imposing environmental and resource conservation requirements for the project. Some, but not all, of the major Federal laws that may affect the project include: the National Environmental Policy Act

37

of 1969; the Clean Air Act; the Resource Conservation and Recovery Act; the comprehensive Environmental response, Compensation and Liability Act; as well as environmental provisions with Title 23 U.S.C., and 49 U.C. chapter 53. The U.S. EPA, FHWA and other federal agencies may issue other federal regulations and directives that may affect the project. Compliance is required with any applicable Federal laws and regulations in effect now or that become effective in the future. 35. GEOGRAPHIC INFORMATION AND RELATED SPATIAL DATA Any project activities involving spatial data or geographic information systems activities financed with Federal assistance are required to be consistent with the National Spatial Data Infrastructure promulgated by the Federal Geographic Data Committee, except to the extent that FTA determines otherwise in writing. 36. FEDERAL SINGLE AUDIT REQUIREMENTS FOR STATE ADMINISTERED

FEDERALLY AID FUNDED PROJECTS ONLY Non Federal entities that expend $500,000 or more in a year in Federal awards from all sources are required to comply with the Federal Single Audit Act provisions contained in U.S. Office of Management and Budget (OMB) Circular No. A 133, Audits of States, Local Governments, and Non Profit Organizations. Non Federal entities that expend Federal awards from a single source may provide a program specific audit, as defined in the Circular. Non Federal entities that expend less than $500,000 in a year in Federal awards from all sources are exempt from Federal audit requirements for that year, except as noted in '3052.215(a), but records must be available for review or audit by appropriate officials of the Federal and State agencies. 37. CATALOG OF FEDERAL DOMESTIC ASSISTANCE (CFDA) IDENTIFICATION

NUMBER The municipal project sponsor is required to identify in its accounts all Federal awards received and expended, and the Federal programs under which they were received. Federal program and award identification shall include, as applicable, the CFDA title and number, award number and year, name of the Federal agency, and name of the pass through entity. 38. THE CFDA NUMBER FOR THE FEDERAL TRANSIT ADMINISTRATION NON-

URBANIZED AREA FORMULA (SECTION 5311) IS 20.509. A Recipient covered by the Single Audit Act Amendments of 1996 and OMB Circular A-133, “Audits of States, Local Governments, and Non-Profit Organizations,” agrees to separately identify the expenditures for Federal awards under the Recovery Act on the Schedule of Expenditures of Federal Awards (SEFA) and the Data Collection Form (SF-SAC) required by OMB Circular A-133. The Recipient agrees to accomplish this by identifying expenditures for Federal awards made under Recovery Act separately on the SEFA, and as separate rows under Item 9 of Part III on the SF-SAC by CFDA number, and inclusion of the prefix “ARRA” in identifying the name of the Federal program on the

38

SEFA and as the first characters in Item 9d of Part III on the SF-SAC.

NEW YORK STATE CONTRACT REQUIREMENTS

39. EXECUTORY CLAUSE In accordance with Section 41 of the State Finance Law, the State shall have no liability under the underlying contract to the Contractor or to anyone else beyond funds appro-priated and available for the underlying contract. 40. NON-ASSIGNMENT In accordance with Section 138 of the State Finance Law, the underlying contract may not be assigned by the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet or otherwise disposed of without the State’s previous written consent, and attempts to do so are null and void. Notwithstanding the foregoing, such prior written consent of an assignment of a contract let pursuant to Article XI of the State Finance Law may be waived at the discretion of the contracting agency and with the concurrence of the State Comptroller where the original contract was subject to the State Comptroller’s approval, where the assignment is due to a reorganization, merger or consolidation of the Contractor’s business entity or enterprise. The State retains its right to approve an assignment and to require that any Contractor demonstrate its responsibility to do business with the State. The Contractor may, however, assign its right to receive payments without the State’s prior written consent unless the underlying contract concerns Certificates of Participation pursuant to Article 5-A of the State Finance Law. 41. WORKER’S COMPENSATION In accordance with Section 142 of the State Finance Law, the underlying contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of the underlying contract for the benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law. 42. NON-DISCRIMINATION REQUIREMENTS To the extent required by Article 15 of the Executive Law (also known as the Human Rights Law) and all other State and Federal statutory and constitutional non-discrimination provisions, the Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, sexual orientation, age, disability, genetic predisposition or carrier status, or marital status. Furthermore, in accordance with Section 220-e of the Labor Law, if this is a contract for the construction, alteration or repair of any public building or public work or for the manufacture, sale or distribution of materials, equipment or supplies, and to the extent that the underlying contract shall be performed within the State of New York, Contractor

39

agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex, or national origin: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under the underlying contract. If this is a building service contract as defined in Section 230 of the Labor Law, then, in accordance with Section 239 thereof, Contractor agrees that neither it nor its subcontractors shall by reason of race, creed, color, national origin, age, sex or disability: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under the underlying contract. Contractor is subject to fines of $50.00 per person per day for any violation of Section 220-e or Section 239 as well as possible termination of the underlying contract and forfeiture of all moneys due hereunder for a second or subsequent violation. 43. WAGE AND HOURS PROVISIONS – PREVAILING WAGE If this is a public work contract covered by Article 8 of the Labor Law or a building service contract covered by Article 9 thereof, neither Contractor's employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days stated in said statutes, except as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor Department. Furthermore, Contractor and its subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law. Additionally, effective April 28, 2008, if this is a public work contract covered by Article 8 of the Labor Law, the Contractor understands and agrees that the filing of payrolls in a manner consistent with Subdivision 3-a of Section 220 of the Labor Law shall be a condition precedent to payment by the State of any State approved sums due and owing for work done upon the project. 44. NON-COLLUSION BIDDING CERTIFICATION In accordance with Section 139-d of the State Finance Law, if the underlying contract was awarded based upon the submission of bids, Contractor affirms, under penalty of perjury, that its bid was arrived at independently and without collusion aimed at restricting competition. Contractor further affirms that, at the time Contractor submitted its bid, an authorized and responsible person executed and delivered to the State a non-collusive bidding certification on Contractor's behalf. 45. INTERNATIONAL BOYCOTT PROHIBITION In accordance with Section 220-f of the Labor Law and Section 139-h of the State Finance Law, if the underlying contract exceeds $5,000, the Contractor agrees, as a material condition of the contract, that neither the Contractor nor any substantially owned or affiliated person, firm, partnership or corporation has participated, is participa-ting, or shall participate in an international boycott in violation of the federal Export Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations

40

thereunder. If such Contractor, or any of the aforesaid affiliates of Contractor, is convicted or is otherwise found to have violated said laws or regulations upon the final determination of the United States Commerce Department or any other appropriate agency of the United States subsequent to the contract's execution, such contract, amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so notify the State Comptroller within five (5) business days of such conviction, determination or disposition of appeal (2NYCRR 105.4). 46. SET-OFF RIGHTS The State shall have all of its common law, equitable and statutory rights of set-off. These rights shall include, but not be limited to, the State's option to withhold for the purposes of set-off any moneys due to the Contractor under the underlying contract up to any amounts due and owing to the State with regard to the underlying contract, any other contract with any State department or agency, including any contract for a term commencing prior to the term of the underlying contract, plus any amounts due and owing to the State for any other reason including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. The State shall exercise its set-off rights in accordance with normal State practices including, in cases of set-off pursuant to an audit, the finalization of such audit by the State agency, its representatives, or the State Comptroller. 47. RECORDS The Contractor shall establish and maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to performance under the underlying contract (hereinafter, collectively, "the Records"). The Records must be kept for the balance of the calendar year in which they were made and for six (6) additional years thereafter. The State Comptroller, the Attorney General and any other person or entity authorized to conduct an examination, as well as the agency or agencies involved in the underlying contract, shall have access to the Records during normal business hours at an office of the Contractor within the State of New York or, if no such office is available, at a mutually agreeable and reasonable venue within the State, for the term specified above for the purposes of inspection, auditing and copying. The State shall take reasonable steps to protect from public disclosure any of the Records which are exempt from disclosure under Section 87 of the Public Officers Law (the "Statute") provided that: (i) the Contractor shall timely inform an appropriate State official, in writing, that said records should not be disclosed; and (ii) said records shall be sufficiently identified; and (iii) designation of said records as exempt under the Statute is reasonable. Nothing contained herein shall diminish, or in any way adversely affect, the State's right to discovery in any pending or future litigation. 48. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION (a) Identification Number(s). Every invoice or New York State Claim for Payment submitted to a New York State agency by a payee, for payment for the sale of goods or services or for transactions (e.g., leases, easements, licenses, etc.) related to real or

41

personal property must include the payee's identification number. The number is any or all of the following: (i) the payee’s Federal employer identification number, (ii) the payee’s Federal social security number, and/or (iii) the payee’s Vendor Identification Number assigned by the Statewide Financial System. Failure to include such number or numbers may delay payment. Where the payee does not have such number or numbers, the payee, on its invoice or Claim for Payment, must give the reason or reasons why the payee does not have such number or numbers.

(b) Privacy Notification. (1) The authority to request the above personal information from a seller of goods or services or a lessor of real or personal property, and the authority to maintain such information, is found in Section 5 of the State Tax Law. Disclosure of this information by the seller or lessor to the State is mandatory. The principal purpose for which the information is collected is to enable the State to identify individuals, businesses and others who have been delinquent in filing tax returns or may have understated their tax liabilities and to generally identify persons affected by the taxes administered by the Commissioner of Taxation and Finance. The information will be used for tax administration purposes and for any other purpose authorized by law. (2) The personal information is requested by the purchasing unit of the agency contracting to purchase the goods or services or lease the real or personal property covered by the underlying contract or lease. The information is maintained in the Statewide Financial System by the Vendor Management Unit within the Bureau of State Expenditures, Office of the State Comptroller, 110 State Street, Albany, New York 12236. 49. EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN In accordance with Section 312 of the Executive Law and 5 NYCRR 143, if the underlying contract is: (i) a written agreement or purchase order instrument, providing for a total expenditure in excess of $25,000.00, whereby a contracting agency is committed to expend or does expend funds in return for labor, services, supplies, equipment, materials or any combination of the foregoing, to be performed for, or rendered or furnished to the contracting agency; or (ii) a written agreement in excess of $100,000.00 whereby a contracting agency is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon; or (iii) a written agreement in excess of $100,000.00 whereby the owner of a State assisted housing project is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon for such project, then the following shall apply and by signing the underlying agreement the Contractor certifies and affirms that it is Contractor’s equal employment opportunity policy that:

(a) The Contractor will not discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability or marital status, shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force on State contracts and will undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without

42

discrimination. Affirmative action shall mean recruitment, employment, job assignment, promotion, upgradings, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation;

(b) at the request of the contracting agency, the Contractor shall request each employment agency, labor union, or authorized representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union or representative will not discriminate on the basis of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of the Contractor's obligations herein; and

(c) the Contractor shall state, in all solicitations or advertisements for employees, that, in the performance of the State contract, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status.

Contractor will include the provisions of "a", "b", and "c" above, in every subcontract over $25,000.00 for the construction, demolition, replacement, major repair, renovation, planning or design of real property and improvements thereon (the "Work") except where the Work is for the beneficial use of the Contractor. Section 312 does not apply to: (i) work, goods or services unrelated to the underlying contract; or (ii) employment outside New York State. The State shall consider compliance by a contractor or subcontractor with the requirements of any federal law concerning equal employment opportunity which effectuates the purpose of this section. The contracting agency shall determine whether the imposition of the requirements of the provisions hereof duplicate or conflict with any such federal law and if such duplication or conflict exists, the contracting agency shall waive the applicability of Section 312 to the extent of such duplication or conflict. Contractor will comply with all duly promulgated and lawful rules and regulations of the Department of Economic Development’s Division of Minority and Women's Business Development pertaining hereto. 50. CONFLICTING TERMS In the event of a conflict between the terms of the contract (including any and all attachments thereto and amendments thereof) and the terms of this Appendix A, the terms of this Appendix A shall control. 51. GOVERNING LAW This contract shall be governed by the laws of the State of New York except where the Federal supremacy clause requires otherwise. 52. LATE PAYMENT Timeliness of payment and any interest to be paid to Contractor for late payment shall be governed by Article 11-A of the State Finance Law to the extent required by law. 53. NO ARBITRATION

43

Disputes involving the underlying contract, including the breach or alleged breach thereof, may not be submitted to binding arbitration (except where statutorily authorized), but must, instead, be heard in a court of competent jurisdiction of the State of New York. 54. SERVICE OF PROCESS In addition to the methods of service allowed by the State Civil Practice Law & Rules ("CPLR"), Contractor hereby consents to service of process upon it by registered or certified mail, return receipt requested. Service hereunder shall be complete upon Contractor's actual receipt of process or upon the State's receipt of the return thereof by the United States Postal Service as refused or undeliverable. Contractor must promptly notify the State, in writing, of each and every change of address to which service of process can be made. Service by the State to the last known address shall be sufficient. Contractor will have thirty (30) calendar days after service hereunder is complete in which to respond. 55. PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS The Contractor certifies and warrants that all wood products to be used under the underlying contract award will be in accordance with, but not limited to, the specifica-tions and provisions of Section 165 of the State Finance Law, (Use of Tropical Hardwoods) which prohibits purchase and use of tropical hardwoods, unless specifically exempted, by the State or any governmental agency or political subdivision or public benefit corporation. Qualification for an exemption under this law will be the responsibility of the contractor to establish to meet with the approval of the State. In addition, when any portion of the underlying contract involving the use of woods, whether supply or installation, is to be performed by any subcontractor, the prime Contractor will indicate and certify in the submitted bid proposal that the subcontractor has been informed and is in compliance with specifications and provisions regarding use of tropical hardwoods as detailed in §165 State Finance Law. Any such use must meet with the approval of the State; otherwise, the bid may not be considered responsive. Under bidder certifications, proof of qualification for exemption will be the responsibility of the Contractor to meet with the approval of the State. 56. MACBRIDE FAIR EMPLOYMENT PRINCIPLES In accordance with the MacBride Fair Employment Principles (Chapter 807 of the Laws of 1992), the Contractor hereby stipulates that the Contractor either (a) has no business operations in Northern Ireland, or (b) shall take lawful steps in good faith to conduct any business operations in Northern Ireland in accordance with the MacBride Fair Employment Principles (as described in Section 165 of the New York State Finance Law), and shall permit independent monitoring of compliance with such principles. 57. OMNIBUS PROCUREMENT ACT OF 1992

44

It is the policy of New York State to maximize opportunities for the participation of New York State business enterprises, including minority and women-owned business enterprises as bidders, subcontractors and suppliers on its procurement contracts.

Information on the availability of New York State subcontractors and suppliers is available from:

NYS Department of Economic Development Division for Small Business Albany, New York 12245 Telephone: 518-292-5100 Fax: 518-292-5884 email: opa@esd.ny.gov

A directory of certified minority and women-owned business enterprises is available from:

NYS Department of Economic Development Division of Minority and Women's Business Development 633 Third Avenue New York, NY 10017 212-803-2414 email: mwbecertification@esd.ny.gov http://esd.ny.gov/MWBE/directorySearch.html

The Omnibus Procurement Act of 1992 requires that by signing this bid proposal or contract, as applicable, Contractors certify that whenever the total bid amount is greater than $1 million: (a) The Contractor has made reasonable efforts to encourage the participation of New

York State Business Enterprises as suppliers and subcontractors, including certified minority and women-owned business enterprises, on this project, and has retained the documentation of these efforts to be provided upon request to the State;

(b) The Contractor has complied with the Federal Equal Opportunity Act of 1972 (P.L. 92-261), as amended;

(c) The Contractor agrees to make reasonable efforts to provide notification to New York State residents of employment opportunities on this project through listing any such positions with the Job Service Division of the New York State Department of Labor, or providing such notification in such manner as is consistent with existing collective bargaining contracts or agreements. The Contractor agrees to document these efforts and to provide said documentation to the State upon request; and

(d) The Contractor acknowledges notice that the State may seek to obtain offset credits from foreign countries as a result of the underlying contract and agrees to cooperate with the State in these efforts.

58. RECIPROCITY AND SANCTIONS PROVISIONS

45

Bidders are hereby notified that if their principal place of business is located in a country, nation, province, state or political subdivision that penalizes New York State vendors, and if the goods or services they offer will be substantially produced or performed outside New York State, the Omnibus Procurement Act 1994 and 2000 amendments (Chapter 684 and Chapter 383, respectively) require that they be denied contracts which they would otherwise obtain. NOTE: As of May 15, 2002, the list of discriminatory jurisdictions subject to this provision includes the states of South Carolina, Alaska, West Virginia, Wyoming, Louisiana and Hawaii. Contact NYS Department of Economic Development for a current list of jurisdictions subject to this provision. 59. COMPLIANCE WITH NEW YORK STATE INFORMATION SECURITY

BREACH AND NOTIFICATION ACT Contractor shall comply with the provisions of the New York State Information Security Breach and Notification Act (General Business Law Section 899-aa; State Technology Law Section 208). 60. COMPLIANCE WITH CONSULTANT DISCLOSURE LAW If this is a contract for consulting services, defined for purposes of this requirement to include analysis, evaluation, research, training, data processing, computer programming, engineering, environmental, health, and mental health services, accounting, auditing, paralegal, legal or similar services, then, in accordance with Section 163 (4-g) of the State Finance Law (as amended by Chapter 10 of the Laws of 2006), the Contractor shall timely, accurately and properly comply with the requirement to submit an annual employment report for the contract to the agency that awarded the contract, the Department of Civil Service and the State Comptroller. 61. PROCUREMENT LOBBYING To the extent this agreement is a "procurement contract" as defined by State Finance Law Sections 139-j and 139-k, by signing this agreement the contractor certifies and affirms that all disclosures made in accordance with State Finance Law Sections 139-j and 139-k are complete, true and accurate. In the event such certification is found to be intentionally false or intentionally incomplete, the State may terminate the agreement by providing written notification to the Contractor in accordance with the terms of the agreement. 62. CERTIFICATION OF REGISTRATION TO COLLECT SALES AND COMPENSATING USE TAX BY CERTAIN STATE CONTRACTORS, AFFILIATES AND SUBCONTRACTORS To the extent this agreement is a contract as defined by Tax Law Section 5-a, if the contractor fails to make the certification required by Tax Law Section 5-a or if during the term of the contract, the Department of Taxation and Finance or the covered agency, as

46

defined by Tax Law 5-a, discovers that the certification, made under penalty of perjury, is false, then such failure to file or false certification shall be a material breach of the underlying contract and the underlying contract may be terminated, by providing written notification to the Contractor in accordance with the terms of the agreement, if the covered agency determines that such action is in the best interest of the State 63. PERMITS, COMPLIANCE WITH LAWS The NFTA, in the construction, installation and operation of transportation facilities, is not required to obtain licenses or permits from any municipal or political subdivision of the State of New York. The Contractor, therefore, will not be required to obtain licenses or permits from any county, city, town or village agency or department. The Contractor shall, however, secure and pay for all permits, fees and licenses necessary to comply with applicable federal or state laws. Except as provided above, the Contractor shall comply with all federal, state, county and municipal laws, codes and regulations in connection with the prosecution of the work.

The Contractor shall protect, indemnify and hold harmless the NFTA and all of their officers, agents and employees against any and all claims and liabilities arising from or based on the violation of any such requirement or law whether by the Contractor, its employees, agents or subcontractors. 64. IRAN DIVESTMENT ACT By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: http://www.ogs.ny.gov/about/regs/docs/ListofEntities.pdf Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State.

During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default.

The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award,

47

assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. 65. GENERAL PROVISIONS

A. Workmanship All work under the contract awarded shall be performed consistent with the proponent qualification set forth herein and, in any event, in a timely skillful, workmanlike and professional manner. The contractor shall not use any employees whose work does not meet the aforementioned standard, and shall remove any such employees from any work assignment involving the contract if requested to do so by METRO.

B. Indemnification The contractor shall indemnify, defend and hold harmless METRO, its affiliates and their respective commissioners, officers, employees, representatives and agents from any and all claims, actions, proceedings, investigations, losses, liabilities, damages (including, without limitation damage to property), injury to persons (including, without limitation, death), penalties, fines, costs and expenses (including, without limitation, attorneys’ fees and costs) relating in any way to (i) contractor’s proposal, (ii) any act or omission of contractor relating in any way to its performance under the contract, if awarded the contract contemplated hereby, and/or (iii) any default or breach, whether actual or alleged, by contractor.

C. Termination for Convenience

NFTA reserves the right to terminate the contract awarded pursuant hereto for convenience and make settlement with the contractor upon an equitable basis as determined by METRO, which shall fix the value of the services performed by Contractor prior to such termination. In determining the value of the services performed, METRO shall consider the following:

(a) The ratio of the percentage of the services performed by the contractor

prior to termination to all Services contracted for, less any payment(s) previously made.

(b) The amount of the expense incurred by the contractor in performing the

services rendered prior to termination, in proportion to the amount of expense to which the contractor would have incurred had it been allowed to complete all services contracted for, less any payment(s) previously made.

(c) The amount of the expense incurred by the contractor in performing the

services rendered prior to termination, in proportion to the amount of expense to which the contractor would have incurred had it been allowed to complete all services contracted for, less any payment(s) previously made.

In determining the value of the services, METRO shall give no consideration

48

whatsoever to the profit which the contractor might have made on any of the uncompleted portion of the services.

49

New York State Finance Law Sections 139-j and 139-k (“Lobbying Law”) – Disclosure Statement General Information All procurements by the Niagara Frontier Transportation Authority or Niagara Frontier Transit Metro System, Inc. (collectively, “NFTA/Metro”) in excess of $15,000 annually, are subject to New York State’s State Finance Law Sections 139-j and 139-k, (“Lobbying Law”). Pursuant to the Lobbying Law, all “contacts” (defined as oral, written or electronic communications with NFTA/Metro intended to influence NFTA/Metro’s conduct or decision regarding a procurement) during a procurement must be made with one or more designated Point(s) of Contact only. Exceptions to this rule include written questions during the bid/proposal process, communications with regard to protests, contract negotiations and RFP conference participation. Nothing in the lobbying Law inhibits any rights to make an appeal, protest or complaint under existing administrative or judicial procedures. Violations of the policy regarding permissible contacts must be reported to the NFTA/Metro Ethics Officer and investigated accordingly. The first violation may result in a determination of non-responsibility and ineligibility for award to the violator and its subsidiaries, affiliates and related entities. The penalty for a second violation within four (4) years is ineligibility for bidding/proposing on a procurement and/or ineligibility from being awarded any contract for a period of four (4) years. The NFTA/Metro will notify the New York State Office of General Services (“OGS”) of any determinations of non-responsibility or debarments due to violations of the Lobbying Law. Violations found to be “knowing and willful” must be reported to the NFTA/Metro Executive Director and OGS. Moreover, the statutes require the NFTA/Metro to obtain certain affirmations and certifications from bidders and proposers. This Disclosure Statement contains the forms with which to comply, together with additional information and instructions. ____________________________________________________________________________ Instructions

New York State Finance Law 139-k(2) obligates the NFTA/Metro to obtain specific information regarding prior non-responsibility determinations. In accordance with New York State Finance

Law 139-k, an offerer must be asked to disclose whether there has been a finding of non-responsibility made within the previous four (4) years by any governmental entity due to: (a) a

violation of New York State Finance Law 139-j or (b) the intentional provision of false or incomplete information to a governmental entity.

As part of its responsibility determination, New York State Finance Law 139-k (3) mandates consideration of whether an offerer fails to timely disclose accurate or complete information regarding the above non-responsibility determination. In accordance with law, no procurement contract shall be awarded to any offerer that fails to timely disclose accurate or complete information under this section, unless the factual elements of the limited waiver provision can be satisfied on the written record.

50

Disclosure of Prior Non-responsibility Determinations

Name of Proponent:: Proposer: ____________________________________________________________ Address: ____________________________________________________________ ____________________________________________________________ Name/Title of Person Submitting Form: ____________________________________________________________ Has any governmental entity1 made a finding of non-responsibility regarding the

Bidder/Proposer in the previous four years? ___Yes ___No If yes: Was the basis for the finding of the Bidders/Proposer’s

non-responsibility due to a violation of State Finance Law 139-j? ___Yes ___No Was the basis for the finding of Bidder’s Proposer’s non-responsibility due to the intentional provision of false or incomplete information to a governmental entity? ___Yes ___No If yes, please provide details regarding the finding or non-responsibility below: Governmental Entity: _______________________________________________ Year of Finding of Non-responsibility:__________________________________ Basis of Finding of Non-responsibility: _____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ (Add additional pages as necessary) Has any governmental entity terminated a procurement contract with the Bidder/Proposer due to the intentional provision of false or incomplete information? ___Yes ___No

1 A “governmental entity” is (1) any department, board, bureau, commission, division, office, council, committee or

officer of New York State, whether permanent or temporary; (2) each house of the New York State Legislature; (3)

the unified court system (4) any public authority, public benefit corporation or commission created by or existing

pursuant to the public authorities law; (5) any public authority or public benefit corporation, at least one of whose

members is appointed by the governor or who serves as member by virtue of holding a civil office of the state; (6) a

municipal agency, as that term is defined in paragraph (ii) of subdivision(s) of section one-c of the Legislative Law;

or (7) a subsidiary or affiliate of such a public authority. (SFL 139-j, paragraph 1.a.)

51

Bidder’s/Proposer’s Affirmation and Certification By signing below, the Bidder/Proposer: a) Affirms that the Bidder/Proposer understands and agrees to comply with the policy regarding permissible contacts in accordance with New York State Finance Law Sections 139-j and 139-k. b) Certifies that all information provided to the NFTA/Metro with respect to New

York State Finance Law 139-j and 139-k is complete, true and accurate. By: __________________________________________Date:__________ (Signature of Person Certifying) Print Name and Title:_________________________________________Title:__________ Bidder/Proposer or Contractor/Consultant (Full Legal Name):__________ ____________________________________________________________ Address of Bidder/Proposer or Contractor/Consultant:________________ ____________________________________________________________ ___________________________________________________________ Business Telephone Number:____________________________________

NFTA/Metro’s Right To Terminate The NFTA/Metro reserves the right to terminate a Contract in the event it is

found that the certification filed by the Bidder/Proposer, in accordance with

New York State Finance Law 139-k, was intentionally false or intentionally incomplete. Upon such finding, the NFTA/Metro may exercise its termination right by providing written notification to the Bidder/Proposer in accordance with the written notification terms of the Contract.

52

NON-COLLUSIVE PROPOSAL CERTIFICATION By submission of this proposal, each Proponent and each person signing on behalf of any Proponent certifies, and in the case of a joint proposal each party thereto certifies as to his or her own organization, under penalty of perjury, that to the best of his or her knowledge and belief:

a) The prices in this proposal have been arrived at independently, without collusion, consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other Proponent or with any competitor;

b) Unless otherwise required by law, the prices which have been quoted in this proposal have not been knowingly disclosed by the Proponent and will not knowingly be disclosed by the Proponent prior to opening, directly or indirectly, to any other Proponent or to any competitor, and

c) No attempt has been made or will be made by the Proponent to induce any other person, partnership or corporation to submit or not to submit a proposal for the purpose of restricting competition.

___________________________________ Proponent ____________________________________ Name ____________________________________ Signature ____________________________________ Title ____________________________________ Date

53

CERTIFICATION REGARDING LOBBYING

THIS CERTIFICATE MUST BE COMPLETED BY THE SUCCESSFUL PROPONENT IF THE AMOUNT OF THIS AGREEMENT EXCEEDS $100,000.00

The undersigned certifies, to the best of his or her knowledge and belief, that:

(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement.

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

(3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants and contracts under grants, loans and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure.

Signature _____________________________________________

Name and Title _____________________________________________

54

DISCLOSURE OF LOBBYING ACTIVITIES

Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 (SEE REVERSE FOR PUBLIC BURDEN DISCLOSURE)

1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type:

a. contract a. bid/offer/application a. initial filing

b. grant b. initial award b. material change

c. cooperative agreement c. post-award For Material Change Only:

d. loan year: _____ quarter _____

e. loan guarantee date of last

f. loan insurance report ______

4. Name and address of Reporting Entity: 5. If Reporting Entity in No. 4 is Subawardee,

• Prime • Subawardee Enter Name and Address of Prime:

Tier _____, if known

Congressional District, if known: Congressional District, if known

6 Federal Department/Agency: 7. Federal Program Name/Description:

CFDA Number, if applicable: _______________

8. Federal Action Number, if known: 9. Award Amount, if known: $

10. a. Name and Address of Lobbying Entity b. Individuals Performing Services

(if individual, last name, first name, MI:) (including address if different from No. 10a)

(last name, first name, MI):

(attach Continuation Sheet(s) SF-LLL-A, if necessary)

11. Amount of Payment (check all that apply): 13. Type of Payment (check all that apply):

$ ___________ • actual • planned • a. retainer

• b. one-time fee

12. Form of Payment (Check all that apply): • c. commission

a. cash • d. contingent fee

b. in-kind; specify: nature _____________ • e. deferred

value _____________ • f. other; specify: __________________

14. Brief Description of Services Performed or to be Performed and Date(s) of Service, Including officer(s), employee(s), or Member(s) contacted, for Payment Indicated in Item 11:

(attach Continuation Sheet(s) SF-LLL-A, if necessary)

15. Continuation Sheet(s) SF-LLL-A attached: • Yes • NO

16.

Information requested through this form is authorized by title 31 U.S.C. section Signature: _____________________________

1352. This disclosure of lobbying activities is a material representation of fact

upon which reliance was placed by the tier above when this transaction was made Print Name: ____________________________

or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This

information will be reported to the Congress semi-annually and will be available Title: _________________________________

for public inspection. Any person who fails to file the required disclosures shall

be subject to a civil penalty of not less than $10,000 for each such failure. Telephone No.: ________________________

Federal Use Only: Authorized for Local Reproduction

Standard Form-LLL

55

DIRECTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filling, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity 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 a covered Federal action. Use the SF-LLL-A Continuation Sheet for additional information if the space on the form is inadequate. Please complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying activity is and/or has been

secured to influence the outcome of a covered Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a follow-up report caused by

a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last information previously submitted report by this reporting entity for this covered Federal action.

4. Enter the full name, address, city, state and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting that designates if it is, or expects to be, a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants.

5. If the organization filing the report in item 4 checks “Subawardee”, then enter the full name, address, city, state and zip code of the prime Federal recipient. Include Congressional District, if known.

6. Enter the name of the Federal agency making the award or loan commitment. Include at least on organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard.

7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments.

8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal (RFP) number; Invitation for Bid (IFB) number; grant announcement number; the contract, grant, or loan award number; the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., “RFP-DE-90-001.”

9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in item 4 or 5.

10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s) performing services, and include full address if different form 10 (a). Enter Last Name, First Name, and Middle Initial (MI).

11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report, enter the cumulative amount of payment mad or planned to be made.

56

12. Check the appropriate box(es). Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value of the in-kind payment.

13. Check the appropriate box(es). Check all boxes that apply. If other, specify nature. 14. Provide a specific and detailed description of the services that the lobbyist has

performed, or will be expected to perform, and the date(s) of any services rendered. Include all preparatory and related activity, not just time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted or the officer(s), employee(s), or Member(s) of Congress that were contacted.

15. Check whether or not a SF-LLL-A Continuation Sheet(s) is attached. 16. The certifying official shall sign and date the form, print his/her name, title, and telephone

number.

DISCLOSURE OF LOBBYING ACTIVITIES

Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the date needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, D.C. 20503.

Reporting Entity: _____________________________________________ Page ____ of ____

57

COST PROPOSAL RFP 4573 TRANSIT ORIENTED DEVELOPMENT PLANNING

TASK DESCRIPTION TOTAL COST

1 Establish and Activate Steering Committee

2 Establish Government and Private Sector Advisory Teams

3 Impact of Transit Investment on Development Patterns

4 Baseline of Comprehensive TOD Plan Performance Measures

5 Review Relevant Plans and Regulations

6 Prepare a TOD Typology for Station Areas

7 Develop a Comprehensive Community Engagement Strategy

8 Create TOD Visualization Tools for Corridor TOD Community Engagement

9 Develop and Deliver TOD Education Forums

10 Develop and Deliver TOD Engagement Sessions Targeting Private Sector Stakeholders

11 Identify Priority Infrastructure Investments for TOD

12 Recommend New or Amended Policies that will Implement TOD

13 Advance Innovative TOD Financing Mechanisms

14 Executive Summary and Comprehensive Plan

Other anticipate costs

TOTAL PROJECT COST

Hourly rate for additional services (if necessary)

58

SUBMITTAL OF PROPOSAL

The undersigned submits the enclosed proposal, which is in complete conformity with the intent of the proposal documents. The Proponent agrees that should it be awarded a contract on the proposal through the issuance of a contract or purchase order from the Niagara Frontier Transportation Authority, it will provide the materials, supplies, equipment or services in strict compliance with the contract documents for the compensation stipulated herein. The Proponent agrees that its proposal shall remain effective for a period of 90 days from the formal proposal receipt date.

Firm Name:

Federal ID No.:

Contact Person:

Mailing Address:

Authorized Signature:

Title:

Date:

Telephone/Fax No.:

Email address:

59

ACKNOWLEDGMENT OF ADDENDA The following form shall be completed and included in the proposal/bid. Failure to acknowledge receipt of all addenda may cause the proposal/bid to be considered non-responsive to the solicitation. Acknowledged receipt of each addendum must be clearly established and included with the Offer. ACKNOWLEDGMENT OF ADDENDA The undersigned acknowledges receipt of the following addenda to the documents: Addendum No. ___________________, Dated____________________ Addendum No. ___________________, Dated____________________ Addendum No. ___________________, Dated____________________ Addendum No. ___________________, Dated____________________ Addendum No. ___________________, Dated____________________ Addendum No. ___________________, Dated____________________ Addendum No. ___________________, Dated____________________ Addendum No. ___________________, Dated____________________ ________________________________ Proponent/Bidder ________________________________ Street Address ________________________________ City, State, Zip ________________________________ Authorized Signature ________________________________ Printed Name ________________________________ Title ________________________________ Phone ________________________________ Fax ________________________________ Email

Need help?

Telephone assistance

Sales Tax Information Center: (518) 485-2889

To order forms and publications: (518) 457-5431

Text Telephone (TTY) Hotline (for persons with hearing and speech disabilities using a TTY): (518) 485-5082

accessible to persons with disabilities. If you have questions about special accommodations for persons with disabilities, call the information center.

Persons with disabilities: In compliance with the Americans with Disabilities Act, we will ensure that our lobbies, offices, meeting rooms, and other facilities are

Visit our Web site at www.tax.ny.gov• get information and manage your taxes online• check for new online services and features

Department of Taxation and Finance

Contractor Certification (Pursuant to Tax Law Section 5-a, as amended, effective April 26, 2006)

ST-220-TD(4/15)

Contractor name

Contractor’s principal place of business City State ZIP code

Contractor’s mailing address (if different than above) City State ZIP code

Contractor’s federal employer identification number (EIN) Contractor’s sales tax ID number (if different from contractor’s EIN) Contractor’s telephone number ( ) Covered agency or state agency Contract number or description Covered agency telephone number ( ) Covered agency address City State ZIP code

Is the estimated contract value over the full term of the contract (but not including renewals) more than $100,000? Yes No Unknown at this time

For information, consult Publication 223, Questions and Answers Concerning Tax Law Section 5-a (see Need help? below).

General informationTax Law section 5-a, as amended, effective April 26, 2006, requires certain contractors awarded certain state contracts valued at more than $100,000 to certify to the Tax Department that they are registered to collect New York State and local sales and compensating use taxes, if they made sales delivered by any means to locations within New York State of tangible personal property or taxable services having a cumulative value in excess of $300,000, measured over a specified period. In addition, contractors must certify to the Tax Department that each affiliate and subcontractor exceeding such sales threshold during a specified period is registered to collect New York State and local sales and compensating use taxes. Contractors must also file Form ST-220-CA, Contractor Certification to Covered Agency, certifying to the procuring state entity that they filed Form ST-220-TD with the Tax Department and that the information contained on Form ST-220-TD is correct and complete as of the date they file Form ST-220-CA.

All sections must be completed including all fields on the top of this page, all sections on page 2, Schedule A on page 3, if applicable, and Individual, Corporation, Partnership, or LLC Acknowledgement on page 4. If you do not complete these areas, the form will be returned to you for completion.

For more detailed information regarding this form and Tax Law section 5-a, see Publication 223, Questions and Answers Concerning Tax Law Section 5-a, (as amended, effective April 26, 2006). See Need help? for more information on how to obtain this publication.

Note: Form ST-220-TD must be signed by a person authorized to make the certification on behalf of the contractor, and the acknowledgement on page 4 of this form must be completed before a notary public.

Mail completed form to:NYS TAX DEPARTMENTDATA ENTRY SECTIONW A HARRIMAN CAMPUSALBANY NY 12227-0826

Privacy notificationNew York State Law requires all government agencies that maintain a system of records to provide notification of the legal authority for any request, the principal purpose(s) for which the information is to be collected, and where it will be maintained. To view this information, visit our Web site, or, if you do not have Internet access, call and request Publication 54, Privacy Notification. See Need help? for the Web address and telephone number.

Page 2 of 4 ST-220-TD (4/15)

Complete Sections 1, 2, and 3 below. Make only one entry in each section.

Section 1 – Contractor registration status

G The contractor has made sales delivered by any means to locations within New York State of tangible personal property or taxable services having a cumulative value in excess of $300,000 during the four sales tax quarters which immediately precede the sales tax quarter in which this certification is made. The contractor is registered to collect New York State and local sales and compensating use taxes with the Commissioner of Taxation and Finance pursuant to Tax Law sections 1134 and 1253, and is listed on Schedule A of this certification.

G The contractor has not made sales delivered by any means to locations within New York State of tangible personal property or taxable services having a cumulative value in excess of $300,000 during the four sales tax quarters which immediately precede the sales tax quarter in which this certification is made.

Section 2 – Affiliate registration status

G The contractor does not have any affiliates.

G To the best of the contractor’s knowledge, the contractor has one or more affiliates having made sales delivered by any means to locations within New York State of tangible personal property or taxable services having a cumulative value in excess of $300,000 during the four sales tax quarters which immediately precede the sales tax quarter in which this certification is made, and each affiliate exceeding the $300,000 cumulative sales threshold during such quarters is registered to collect New York State and local sales and compensating use taxes with the Commissioner of Taxation and Finance pursuant to Tax Law sections 1134 and 1253. The contractor has listed each affiliate exceeding the $300,000 cumulative sales threshold during such quarters on Schedule A of this certification.

G To the best of the contractor’s knowledge, the contractor has one or more affiliates, and each affiliate has not made sales delivered by any means to locations within New York State of tangible personal property or taxable services having a cumulative value in excess of $300,000 during the four sales tax quarters which immediately precede the sales tax quarter in which this certification is made.

Section 3 – Subcontractor registration status

G The contractor does not have any subcontractors.

G To the best of the contractor’s knowledge, the contractor has one or more subcontractors having made sales delivered by any means to locations within New York State of tangible personal property or taxable services having a cumulative value in excess of $300,000 during the four sales tax quarters which immediately precede the sales tax quarter in which this certification is made, and each subcontractor exceeding the $300,000 cumulative sales threshold during such quarters is registered to collect New York State and local sales and compensating use taxes with the Commissioner of Taxation and Finance pursuant to Tax Law sections 1134 and 1253. The contractor has listed each subcontractor exceeding the $300,000 cumulative sales threshold during such quarters on Schedule A of this certification.

G To the best of the contractor’s knowledge, the contractor has one or more subcontractors, and each subcontractor has not made sales delivered by any means to locations within New York State of tangible personal property or taxable services having a cumulative value in excess of $300,000 during the four sales tax quarters which immediately precede the sales tax quarter in which this certification is made.

Sworn to this day of , 20

(sign before a notary public) (title)

I, , hereby affirm, under penalty of perjury, that I am (name) (title)

of the above-named contractor, and that I am authorized to make this certification on behalf of such contractor.

ST-220-TD (4/15) Page 3 of 4

ARelationship

tocontractor

BName

CAddress

DFederal ID number

ESales tax ID number

FRegistration in progress

Column A – Enter C in column A if the contractor; A if an affiliate of the contractor; or S if a subcontractor.

Column B – Name - If the entity is a corporation or limited liability company, enter the exact legal name as registered with the NY Department of State, if applicable. If the entity is a partnership or sole proprietor, enter the name of the partnership and each partner’s given name, or the given name(s) of the owner(s), as applicable. If the entity has a different DBA (doing business as) name, enter that name as well.

Column C – Address - Enter the street address of the entity’s principal place of business. Do not enter a PO box.

Column D – ID number - Enter the federal employer identification number (EIN) assigned to the entity. If the entity is an individual, enter the social security number of that person.

Column E – Sales tax ID number - Enter only if different from federal EIN in column D.

Column F – If applicable, enter an X if the entity has submitted Form DTF-17 to the Tax Department but has not received its certificate of authority as of the date of this certification.

Schedule A – Listing of each entity (contractor, affiliate, or subcontractor) exceeding $300,000 cumulative sales thresholdList the contractor, or affiliate, or subcontractor in Schedule A only if such entity exceeded the $300,000 cumulative sales threshold during the specified sales tax quarters. See directions below. For more information, see Publication 223.

Page 4 of 4 ST-220-TD (4/15)

Individual, Corporation, Partnership, or LLC Acknowledgment

STATE OF } : SS.:COUNTY OF }

On the day of in the year 20 , before me personally appeared ,

known to me to be the person who executed the foregoing instrument, who, being duly sworn by me did depose and say that

he resides at ,

Town of ,

County of ,

State of ; and further that:

(Mark an X in the appropriate box and complete the accompanying statement.)

G (If an individual): _he executed the foregoing instrument in his/her name and on his/her own behalf.

G (If a corporation): _he is the

of , the corporation described in said instrument; that, by authority of the Board of Directors of said corporation, _he is authorized to execute the foregoing instrument on behalf of the corporation for purposes set forth therein; and that, pursuant to that authority, _he executed the foregoing instrument in the name of and on behalf of said corporation as the act and deed of said corporation.

G (If a partnership): _he is a

of , the partnership described in said instrument; that, by the terms of said partnership, _he is authorized to execute the foregoing instrument on behalf of the partnership for purposes set forth therein; and that, pursuant to that authority, _he executed the foregoing instrument in the name of and on behalf of said partnership as the act and deed of said partnership.

G (If a limited liability company): _he is a duly authorized member of LLC, the limited liability company described in said instrument; that _he is authorized to execute the foregoing instrument

on behalf of the limited liability company for purposes set forth therein; and that, pursuant to that authority, _he executed the foregoing instrument in the name of and on behalf of said limited liability company as the act and deed of said limited liability company.

Notary Public

Registration No.