Procurement Procedures Manual Washington Metropolitan Area Transit Authority

Procurement Procedures Manual Washington Metropolitan Area Transit Authority Date: August, 2017 Version: 7.4

PREFACE This Procurement Procedures Manual ( PPM ) consolidates all Washington Metropolitan Area Transit Authority ( Authority or WMATA or Metro ) procurement procedures into a single volume. The PPM along with the Procurement Policy Statement adopted by the Authority s Board of Directors ( Board ) and implementing procedures issued by the General Manager/Chief Executive Officer ( GM/CEO ) and Chief Procurement Officer ( CPRO ) are intended to function as a complete guide to the Authority s procurement process for procurement staff and interested Authority personnel. The PPM is a supplement to sound business judgment in procurement and contracting. The PPM is issued in accordance with Policy Instruction 8.4/5 which authorizes a Procurement Manual and Policy Instruction 1.1/0 which authorizes Departmental manuals to deal with matters affecting the entire Authority, but in areas of responsibility clearly within the authority of an Assistant General Manager or GMGR Staff Office Director. CHANGES TO THE PROCUREMENT PROCEDURES MANUAL Only the Board may make changes to the Authority s Procurement Policy. Only the GM/CEO and/or CPRO may make changes to the implementing procedures. Changes in Federal and/or local laws, the Federal Transit Administration s ( FTA ) Master Agreement, Circulars 4220.1 and 5010.1 or other governing regulations and best practices may require changes, corrections, or additions to this PPM. Other proposed changes, corrections, or additions to the PPM should be sent to the CPRO. The CPRO will assign or coordinate as necessary the proposed changes or additions with the appropriate individuals or offices. If substantive changes are made to this PPM resulting from any of the above referenced actions, the proposed changes will be submitted for review to Counsel ( COUN ), Office of the Inspector General ( OIG ), Safety ( SAFE ), and Authority Transit Police ( MTPD ) as appropriate. A record of all changes to this PPM will be maintained in the Version History on the following page(s). Page i

VERSION HISTORY Revision # Description Date 1.0 Procurement Procedures Manual Updated per Resolution 2011-30 Passed June 23, 2011 PPM revised to update procedures to match current practices. 2.0 PPM revised to reflect changes in Revision 4 to Circular 4220.1F dated March 15, 2013 as follows: 1. Adequate Third Party Contract Provisions - Sections 3-10; 9-26; 10-5; and 12-6 were modified to require that the Basis for Award clause include a provision allowing for the right to request additional information or clarification from a bidder or proposer to resolve ambiguities in bids or proposal prior to award. 2. Record Keeping/Access to Records Section 6-11 was modified to comply with record access requirements of 49 U.S.C. Section 5325(g) in contracts financed with Federal assistance. 3. System for Award Management Section 15-10 and the definition of this system was changed to add information concerning how to access information from the web site. 4. Period of Performance and Rolling Stock Special Requirements Section 3-9 was revised to add additional description concerning the change in the limit of rail rolling stock and replacement parts contracts from five to seven years. 5. Intelligent Transportation Systems A new Section 6-8 was added to reflect these requirements. 6. State or Local Government Purchasing Schedules or Purchasing Contracts Section 3-6 was revised to reflect the guidance that FTA only recognizes joint procurement s to be the only type of intergovernmental agreement suitable for use by grantees and subgrantees. 3.0 PPM revised for Non-Competitive Contracts-Public Interest, Chapter 11-23 4.0 PPM revised for Advanced Procurement Planning-General, Chapter 3.3 and Cost or Price Analyses Reserving Audit Rights, Chapter 16-1 and Audit Assistance, Chapter 16-11 December 2012 May 2013 June 2013/August 2013 July 2013 Page ii

5.0 PPM updated per Board Resolution 2014-19 passed April 7, 2014. The resolution has modified and/or replaced portions of resolution 2011-30 as noted. in addition, sections 2.1 purpose and scope; 2.3 controls and limitations; 2.4 integrated procurement management; 2.5 procurement procedures manual and annual training; 2-9 organizational conflicts of interest; 2-10 standards of conduct; 2-16 procurement record and checklists; 2-20 accountability standards; 2-21 review of procurements by the office of general counsel; 3-5 independent cost estimate; 3-6 competition; 3-7 procurement action: determination and findings; 3-10 methods of procurement; 3-15 stock replenishment procurement guidelines; 4-12 indefinite-delivery contracts; 4-13 indefinite-quantity and requirements contracts; 6-3 contractor labor requirements; 7-1 socioeconomic programs purpose and scope; 7-2 disadvantaged business enterprise requirements; 7-3 small business and local preference program; 8-6 non-competitive simplified acquisition procedures; 8-9 documentation and records; 9-31 contract file assembly and documentation; 10-27 unsolicited proposals; 10-30 contract file assembly and documentation; 11-1 sole source and other less than full and open competition procurements purpose and scope; 11-2 general; 11-3 sole source procurement; 11-4 sole source justification and approval; 11-7 emergency justification and approval; 11-9 contract file assembly and documentation 11-10 federal supply schedules; 12-16 contract file assembly and documentation; 13-9 design-build turnkey; 13-11 design-bid-build construction; 13-13 specifications; 13-22 contract file assembly and documentation; 14-4 bid bonds or other security; 18-6 contract execution by the authority; 18-10 contract modifications; 18-11 change order requirements; 18-13 ordering procedures; 19-2 claims and litigation actions general; 19-7 litigation actions; 20-4 real property acquisitions; and 20-9 assurance for use of real property have been updated to reflect the requirements of Resolution 2014-19 and to be consistent with FTA requirements and updated procedures. Appendix A has been added to include procurement checklists. August 2014 Page iii

Revision # Description Date 6.0 PPM revised to reflect changes in Revision 5 dated October 15, 2013 as follows: 2-15 contractor employee criminal background check 2-16 procurement record and checklists; 10-30 contract file assembly and documentation; 11-9 contract file assembly and documentation; 12-16 contract file assembly and documentation; 13-22 contract file assembly and documentation; 18-13 ordering procedures; Appendix A Procurement Requirements Review Checklists have been updated to reflect updated procedures in accordance with the 7.0 PPM revised to reflect changes in Revision 6 dated July 2015 as follows: 2-8A purpose 2-8B scope 2-8C definitions 2-8D policies and procedures 2-8E responsibility 2-8F enforcement 2-8G related policies, regulation & resolutions 2-8H list of appendices, attachments or forms o attachment A-Delegation of Authority to Ratify Unauthorized Procurements o attachment B-Determination to Ratify Unauthorized Procurement Commitment 2-10 standards of conduct 4-16 time-and-materials contracts 7-2-6 solicitation requirements 8-3 simplified acquisition threshold 8-5 competitive simplified acquisition procedures 8-6 non-competitive simplified acquisition procedures 11-2 general 11-6 competition exemptions 18-11.1 changes clause in solicitations and contracts 18-11.2 equitable adjustment negotiations 18.11.3 change order process o C-35A wmata form for work authorization o C-35B pending change order 7.1 PPM revised to reflect changes in Revision 7.0 dated July 2015 as follows: October 2014 July 2015 December 2015 Increases to WMATA micro-purchase threshold Page iv

Revision # Description Date 7.2 PPM revised to reflect changes in Revision 7.1 dated December 2015 as follows: April 2016 Chapter 1, Board Approval, Delegation & Reprogramming Requirements 2-4 Integrated Procurement Management 2-8 Unauthorized Procurements 2-8B Scope Definitions 5-5 Progress Payments 9-23 Cancellation of an Invitation for Bid After Opening 11-4 (d) Justification and Approval Appendix A 7.3 PPM revised to reflect changes in Revision 7.2 dated May 2016 as follows: October 2016 Replaced Justification and Approval with Determination and Findings 11-6 Competition Exemptions 19-4 Contract Disputes 19-5 Appeals to the ASBCA 7.4 PPM revised to reflect changes in Revision 7.2 dated May 2016 as follows: August 2017 Deleted paragraph 7-3-3 Small Business Participation in Simplified Acquisitions, Contracts Above the Simplified Acquisition Threshold Page v

VALUES AND GUIDING PRINCIPLES OF AUTHORITY PROCUREMENT Accountability Taking ownership and being responsible to the Authority and our customers for our actions is essential to preserve the public trust and protect the public interest. Apply sound business judgment; Be knowledgeable of and abide by all applicable laws and regulations; Be responsible stewards of Authority funds; Maximize competition to the greatest extent practicable; Promote effective, economic, and efficient acquisition; and Use procurement strategies to optimize value to the Authority and our customers. Ethics Acting in a manner true to these values is essential to preserve the public s trust. Act and conduct business with honesty and integrity, avoiding even the appearance of impropriety; and Maintain consistency in all processes and actions. Impartiality Unbiased decision making and actions are essential to fairness. Be open, fair, impartial, and non-discriminatory in all procurements; and Treat vendors equitably, and without imposing unnecessary constraints. Professionalism Maintain high standards of job performance and ethical behavior. Continually contribute value to the organization; Continually develop as a professional through education, mentorship, innovation and, partnerships; and Develop, support and promote the highest professional standards in all procurements. Service Always seek to assist our customers. Be a resource and partner to our customers; Develop and maintain relationships with customers; and Maintain a customer service focus while meeting the needs of the Authority. Transparency Policies and procedures that are accessible and understandable to demonstrate the responsible use of public funds. Be discrete in the release of confidential information; Maintain current and complete policies, procedures and records; and Provide timely access to procurement policies, procedures and records. Page vi

CONTENTS PREFACE... i CHANGES TO THE PROCUREMENT PROCEDURES MANUAL... i VERSION HISTORY... ii VALUES AND GUIDING PRINCIPLES OF AUTHORITY PROCUREMENT... vi 1 BOARD APPROVAL, DELEGATION & REPROGRAMMING REQUIREMENTS... 1 2 PROCUREMENT INTEGRITY AND CONTROL... 4 2-1 PURPOSE AND SCOPE... 4 2-2 REQUIREMENT OF GOOD FAITH... 4 2-3 CONTROLS AND LIMITATIONS... 5 2-4 INTEGRATED PROCUREMENT MANAGEMENT... 5 2-5 PROCUREMENT PROCEDURES MANUAL AND ANNUAL TRAINING... 7 2-6 AUTHORITY AND RESPONSIBILITIES OF CONTRACTING OFFICERS... 8 2-7 DELEGATION AND REVOCATION OF CONTRACTING OFFICER AUTHORITY... 9 2-8 UNAUTHORIZED PROCUREMENTS... 10 2-8A PURPOSE... 10 2-8B SCOPE... 10 2-8C DEFINITIONS... 11 2-8D POLICIES AND PROCEDURES... 11 2-8E RESPONSIBILITY... 12 2-8F ENFORCEMENT... 13 2-8G RELATED POLICIES, REGULATIONS & RESOLUTIONS... 14 2-8H LIST OF APPENDICES, ATTACHMENTS OR FORMS... 14 2-9 ORGANIZATIONAL CONFLICTS OF INTEREST... 34 2-10 STANDARDS OF CONDUCT... 35 2-11 REPORTING OF SUSPECTED IMPROPER OR UNLAWFUL CONDUCT... 37 2-12 PROHIBITION AGAINST CONTINGENT FEES... 37 2-13 REVOLVING DOOR RESTRICTION... 38 2-14 TECHNOLOGY PROCUREMENTS... 39 2-15 CONTRACTOR EMPLOYEE CRIMINAL BACKGROUND CHECK... 39 2-16 PROCUREMENT RECORD AND CHECKLISTS... 41 2-17 ACCESS TO PEOPLESOFT PROCUREMENT APPLICATIONS... 42 2-18 PLAN OF CONTRACTS... 43 Page vii

2-19 MAINTAINING THE PLAN OF CONTRACTS DATABASE... 45 2-20 ACCOUNTABILITY STANDARDS... 55 2-21 REVIEW OF PROCUREMENTS BY THE OFFICE OF GENERAL COUNSEL... 55 3 PROCUREMENT PLANNING AND METHODS... 58 3-1 PURPOSE AND SCOPE... 58 3-2 RESPONSIBILITIES... 58 3-3 ADVANCE PROCUREMENT PLANNING... 58 3-4 SPECIFICATION, PURCHASE DESCRIPTION AND STATEMENT OF WORK... 59 3-5 INDEPENDENT COST ESTIMATE... 61 3-6 COMPETITION... 62 3-7 PROCUREMENT ACTION: DETERMINATION AND FINDINGS (D&F)... 65 3-8 CONTRACT TYPES AND RISK... 66 3-9 ESTABLISHMENT OF CONTRACT TERM/PERIOD OF PERFORMANCE... 67 3-10 AUTHORIZED METHODS OF PROCUREMENT... 68 3-11 PUBLICIZING CONTRACT ACTIONS... 68 3-12 ELECTRONIC COMMERCE... 69 3-13 CONTACTS WITH PROSPECTIVE CONTRACTORS... 70 3-14 PREQUALIFICATION CRITERIA... 70 3-15 STOCK REPLENISHMENT PROCUREMENT GUIDELINES... 70 4 - TYPES OF CONTRACTS... 72 4-1 PURPOSE AND SCOPE... 72 4-2 GENERAL PROVISIONS... 72 4-3 SELECTING CONTRACT TYPES... 72 4-4 FACTORS IN SELECTING CONTRACT TYPES... 72 4-5 FIRM-FIXED-PRICE CONTRACTS... 73 4-6 FIXED-PRICE CONTRACTS WITH ECONOMIC PRICE ADJUSTMENTS... 73 4-7 FIXED-PRICE INCENTIVE CONTRACTS... 74 4-8 COST-REIMBURSEMENT CONTRACTS... 74 4-9 INCENTIVE CONTRACTS... 75 4-10 TYPES OF INCENTIVES... 75 4-11 FIXED-PRICE INCENTIVE CONTRACTS... 76 4-12 INDEFINITE-DELIVERY CONTRACTS... 76 4-13 INDEFINITE-QUANTITY AND REQUIREMENTS CONTRACTS... 77 4-14 DEFINITE-QUANTITY CONTRACTS... 79 4-15 ORDERING... 79 Page viii

4-16 TIME-AND-MATERIALS CONTRACTS... 79 4-17 LABOR-HOUR CONTRACTS... 80 4-18 LETTER CONTRACTS... 81 4-19 REVENUE CONTRACTS... 82 4-20 MULTI-YEAR CONTRACTS... 82 4-21 USE OF OPTIONS... 84 4-22 SOLICITATION OF CONTRACTS WITH OPTIONS... 85 4-23 EXERCISE OF OPTIONS... 85 5 - CONTRACT FINANCING, FUNDING AND PAYMENT... 87 5-1 PURPOSE AND SCOPE... 87 5-2 PROVISION AND USES OF CONTRACT FINANCING... 87 5-3 CONTRACT FINANCING PAYMENT METHODS... 87 5-4 ADVANCE PAYMENT... 88 5-5 PROGRESS PAYMENTS... 88 5-6 PROGRESS PAYMENTS BASED ON A PERCENTAGE OR STAGE OF COMPLETION... 89 5-7 CONSIDERATION FOR PROGRESS PAYMENTS... 90 5-8 SUPERVISION AND APPROVAL OF PROGRESS PAYMENTS... 90 5-9 REVIEW OR AUDIT OF PROGRESS PAYMENTS... 91 5-10 SUSPENSION OR REDUCTION OF PROGRESS PAYMENTS... 91 5-11 PROTECTION OF AUTHORITY TITLE... 91 5-12 RISK OF LOSS... 92 5-13 PROGRESS PAYMENTS TO SUBCONTRACTORS... 92 5-14 CONTRACT DEBT DETERMINATION AND COLLECTION... 92 5-15 DEMAND FOR PAYMENT OF CONTRACT DEBT... 92 5-16 NEGOTIATION OF REFUND TO RESOLVE CONTRACT... 93 5-17 TYPES OF FORM FOR REPAYMENT... 93 5-18 DEFERRED PAYMENT AGREEMENTS... 93 5-19 CONTRACT DEBT INTEREST CHARGES AND CREDITS... 94 5-20 CONTRACT FUNDING... 94 5-21 LIMITATION OF COST OR FUNDS... 94 5-22 ASSIGNMENT OF CONTRACT PAYMENTS BY CONTRACTORS... 95 5-23 PROCEDURES FOR ASSIGNMENT OF CONTRACT PAYMENTS... 95 5-24 AUTHORITY PAYMENT PROCESS... 96 6 - SPECIAL FEDERAL AND GRANTEE REQUIREMENTS... 97 6-1 PURPOSE AND SCOPE... 97 Page ix

6-2 RESPONSIBILITY... 97 6-3 CONTRACTOR LABOR REQUIREMENTS... 97 6-4 LABOR SURPLUS... 99 6-5 FEDERAL POLICIES FOR ELDERLY AND DISABLED... 99 6-6 FEDERAL FOREIGN TRADE REQUIREMENTS... 100 6-7 ENVIRONMENTAL AND CONSERVATION REQUIREMENTS... 100 6-8 INTELLIGENT TRANSPORTATION SYSTEMS... 101 6-9 RESTRICTION ON LOBBYING... 101 6-10 AUDITS OF ROLLING STOCK PURCHASES... 102 6-11 PRIVACY ACT REGARDING FEDERAL RECORDS... 103 6-12 ADDITIONAL FEDERAL INTEGRITY PROVISIONS... 103 6-13 DRUG AND ALCOHOL TESTING... 103 6-14 FTA REQUIRED CLAUSES... 104 7 - SOCIOECONOMIC PROGRAMS... 105 7-1 PURPOSE AND SCOPE... 105 7-2 DISADVANTAGED BUSINESS ENTERPRISE REQUIREMENTS... 105 7-2-1 DEFINITIONS... 105 7-2-2 DBE POLICIES... 107 7-2-3 SMALL BUSINESS PARTICIPATION IN THE DBE PROGRAM... 109 7-2-4 DBE GOAL-SETTING PROCEDURES... 109 7-2-5 GOAL WAIVER/SUBSTITUTION PROCEDURES... 110 7-2-6 SOLICITATION REQUIREMENTS... 110 7-2-7 BID AND PROPOSAL REQUIREMENTS... 112 7-2-8 CONTRACT ADMINISTRATION REQUIREMENTS... 113 7-2-9 DBE/SBE ACTIONS MONITORING STEPS BY DEPARTMENT... 114 7-2-10 CONTRACT FILES... 115 7-3 SMALL BUSINESS AND LOCAL PREFERENCE PROGRAM... 116 7-3-1 DEFINITIONS... 116 7-3-2 SMALL BUSINESS AND LOCAL PREFERENCE POLICY... 116 7-3-3 SMALL LOCAL BUSINESS PARTICIPATION IN SIMPLIFIED ACQUISITIONS... 116 7-3-4 MAXIMIZING SMALL LOCAL BUSINESS PARTICIPATION... 116 7-3-5 EVALUATION REQUIREMENTS... 117 7-3-6 DOCUMENTATION... 117 7-3-7 DATA COLLECTION AND REPORTING... 117 8 - SIMPLIFIED ACQUISITION PROCEDURES... 119 Page x

8-1 PURPOSE AND SCOPE... 119 8-2 SIMPLIFIED ACQUISITION AUTHORITY... 119 8-3 SIMPLIFIED ACQUISITION THRESHOLD... 119 8-4 USE OF SIMPLIFIED ACQUISITION PROCEDURES... 119 8-5 COMPETITIVE SIMPLIFIED ACQUISITIONS PROCEDURES... 120 8-6 NON-COMPETITIVE SIMPLIFIED ACQUISITION PROCEDURES... 121 8-7 EVALUATION OF QUOTATIONS OR OFFERS... 122 8-8 BASIS FOR AWARD... 122 8-9 DOCUMENTATION AND RECORDS... 123 8-10 SIMPLIFIED ACQUISITION METHODS... 124 8-11 AUTHORITY PURCHASE CARD... 124 8-12 PURCHASE ORDERS... 125 8-13 BLANKET PURCHASE AGREEMENTS... 126 8-14 PETTY CASH FUND... 127 9 PROCUREMENT BY COMPETITIVE SEALED BIDDING... 128 9-1 PURPOSE AND SCOPE... 128 9-2 INVITATION FOR BIDS... 128 9-3 LIVING WAGE POLICY... 129 9-4 IFB PREPARATION... 129 9-5 BID PREPARATION INSTRUCTIONS... 130 9-6 TIME FOR THE SUBMISSION OF BIDS... 130 9-7 ELECTRONIC BIDS... 130 9-8 BID SAMPLES... 131 9-9 DESCRIPTIVE LITERATURE... 131 9-10 SOURCE LISTS... 132 9-11 PUBLIC NOTICE... 132 9-12 SOLICITATION RECORD... 132 9-13 PRE-BID CONFERENCES... 133 9-14 AMENDMENT OF INVITATIONS FOR BIDS... 133 9-15 CANCELLATION OF A BID PRIOR TO OPENING... 134 9-16 SUBMISSION OF BIDS: GENERAL PROVISIONS... 134 9-17 MODIFICATION OR WITHDRAWAL OF BIDS PRIOR TO OPENING... 135 9-18 LATE BIDS, LATE MODIFICATION, AND LATE WITHDRAWALS... 135 9-19 NOTICE TO BIDDERS OF LATE ACTIONS... 136 9-20 RECEIPT AND SAFEGUARDING OF BIDS... 136 Page xi

9-21 BID OPENING... 137 9-22 POSTPONEMENT OF THE BID OPENING... 137 9-23 CANCELLATION OF AN INVITATION FOR BIDS AFTER OPENING... 138 9-24 RECEIPT OF A SINGLE BID... 138 9-25 UNREADABLE ELECTRONIC BIDS... 138 9-26 BID EVALUATION... 139 9-27 BID MISTAKES... 141 9-28 EXTENSION OF THE BID ACCEPTANCE PERIOD... 144 9-29 CONTRACT AWARD... 145 9-30 TWO-STEP SEALED BIDDING... 145 9-31 CONTRACT FILE ASSEMBLY AND DOCUMENTATION... 148 10 PROCUREMENT BY COMPETITIVE PROPOSALS... 150 10-1 PURPOSE AND SCOPE... 150 10-2 AUTHORITY TO NEGOTIATE... 150 10-3 RESPONSIBILITIES... 151 10-4 LIVING WAGE POLICY... 151 10-5 EVALUATION FACTORS... 151 10-6 SUBMITTAL REQUIREMENTS... 154 10-7 PRESOLICITATION NOTICES AND CONFERENCES... 155 10-8 REQUIREMENTS FOR REQUESTS FOR PROPOSALS... 155 10-9 PRE-PROPOSAL CONFERENCES... 156 10-10 AMENDMENT OF SOLICITATIONS... 157 10-11 CANCELLATION OF A REQUEST FOR PROPOSALS... 157 10-12 RECEIPT, REGISTRATION AND DISCLOSURE OF PROPOSALS... 158 10-13 MODIFICATION OR WITHDRAWAL OF PROPOSALS... 158 10-14 LATE PROPOSALS, MODIFICATIONS AND WITHDRAWALS... 158 10-15 HANDLING PROPOSALS AND INFORMATION... 159 10-16 ADEQUACY OF PROPOSALS... 160 10-17 SOURCE SELECTION PROCESS... 160 10-18 COMPETITIVE RANGE... 161 10-19 CLARIFICATIONS WITH PROPOSERS... 161 10-20 ORAL PRESENTATIONS... 161 10-21 PRE-DISCUSSION OBJECTIVES... 162 10-22 DISCUSSIONS... 162 10-23 BEST AND FINAL OFFERS ( BAFOS )... 164 Page xii

10-24 SUMMARY DISCUSSION MEMORANDUM... 164 10-25 CONTRACT AWARD... 165 10-26 DEBRIEFING... 165 10-27 UNSOLICITED PROPOSALS... 166 10-28 EVALUATION OF UNSOLICITED PROPOSALS... 166 10-29 DESIGN BUILD SELECTION PROCEDURES... 167 10-30 CONTRACT FILE ASSEMBLY AND DOCUMENTATION... 169 11 - SOLE SOURCE AND OTHER LESS THAN FULL AND OPEN COMPETITION PROCUREMENTS... 171 11-1 PURPOSE AND SCOPE... 171 11-2 GENERAL... 171 11-3 SOLE SOURCE PROCUREMENT... 173 11-4 SOLE SOURCE DETERMINATION AND FINDINGS... 173 11-5 SOLE SOURCE PROCUREMENT PROCEDURES... 175 11-6 COMPETITION EXEMPTIONS... 175 11-7 EMERGENCY PROCUREMENTS... 176 11-8 EMERGENCY DETERMINATION AND FINDINGS... 176 11-9 EMERGENCY PROCUREMENT PROCEDURES... 177 11-10 CONTRACT FILE ASSEMBLY AND DOCUMENTATION... 178 11-11 FEDERAL SUPPLY SCHEDULES... 179 11-11-1 ORDERING PROCEDURES FOR FEDERAL SUPPLY SCHEDULES... 180 11-11-2 ORDERING SUPPLIES AND SERVICES NOT REQUIRING A STATEMENT OF WORK... 180 11-11-3 ORDERING SERVICES REQUIRING A STATEMENT OF WORK... 182 11-11-4 BLANKET PURCHASE AGREEMENTS ( BPA )... 183 11-11-5 PRICE REDUCTIONS... 184 11-11-6 SMALL LOCAL BUSINESS... 184 11-11-7 LIMITED SOURCES DETERMINATION AND FINDINGS... 185 11-11-8 DOCUMENTING AWARD DECISION AND ORDERS... 186 11-11-9 ORDER PLACEMENT... 186 11-11-10 INSPECTION AND ACCEPTANCE... 187 11-11-11 REMEDIES FOR NONCONFORMANCE... 188 11-11-12 TERMINATION FOR DEFAULT... 188 11-11-13 TERMINATION FOR CONVENIENCE... 189 11-11-14 DISPUTES... 189 12 - ARCHITECT-ENGINEER AND RELATED SERVICES... 190 12-1 PURPOSE AND SCOPE... 190 Page xiii

12-2 DEFINITION... 190 12-3 PUBLIC ANNOUNCEMENT... 190 12-4 COMPETITION... 191 12-5 SELECTION CRITERIA OF FIRMS FOR A-E CONTRACTS... 191 12-6 TECHNICAL EVALUATION TEAM ( TET )... 192 12-7 NEGOTIATIONS... 193 12-8 ARCHITECT-ENGINEER SIMPLIFIED PROCEDURES... 193 12-9 CONTRACTOR PERFORMANCE EVALUATIONS... 194 12-10 COST ESTIMATE FOR ARCHITECT-ENGINEER WORK... 194 12-11 COST AND PRICE ANALYSIS... 195 12-12 RELEASE OF INFORMATION ON FIRM SELECTION... 195 12-13 ERRORS AND OMMISIONS INSURANCE... 195 12-14 A-E CONTRACT REQUIREMENTS AND PROVISIONS... 195 12-15 RETENTION OF A-E RECORDS... 196 12-16 CONTRACT FILE ASSEMBLY AND DOCUMENTATION... 196 13 - CONSTRUCTION CONTRACTS... 198 13-1 PURPOSE AND SCOPE... 198 13-2 GENERAL POLICY... 198 13-3 METHODS OF CONTRACTING... 198 13-4 CRITERIA FOR METHOD SELECTION... 199 13-5 LEASE, BUY, OR BUILD... 199 13-6 GENERAL DESCRIPTIONS... 200 13-7 SINGLE PRIME CONTRACTOR... 201 13-8 MULTIPLE PRIME CONTRACTORS... 201 13-9 DESIGN-BUILD TURNKEY... 202 13-10 CONSTRUCTION MANAGER... 203 13-11 DESIGN-BID-BUILD CONSTRUCTION... 204 13-12 PHASED DESIGN AND CONSTRUCTION... 204 13-13 SPECIFICATIONS... 205 13-14 ESTIMATE OF CONSTRUCTION COSTS... 205 13-15 DISCLOSURE OF MAGNITUDE OF CONSTRUCTION PROJECT... 206 13-16 LIQUIDATED DAMAGES... 206 13-17 FIXED-PRICE CONSTRUCTION CONTRACTS... 206 13-18 CONSTRUCTION LABOR STANDARDS... 207 13-19 LIVING WAGE POLICY... 208 Page xiv

13-20 VALUE ENGINEERING... 209 13-21 TWO-PHASE DESIGN-BUILD SELECTION PROCEDURES... 210 13-22 CONTRACT FILE ASSEMBLY AND DOCUMENTATION... 210 14 - BONDS, OTHER SECURITY AND INSURANCE... 212 14-1 PURPOSE AND SCOPE... 212 14-2 DEFINITIONS... 212 14-3 GENERAL PROVISIONS... 213 14-4 BID BONDS OR OTHER SECURITY... 213 14-5 PERFORMANCE AND PAYMENT BONDS... 214 14-6 ACCEPTABLE TYPES OF SECURITY... 215 14-7 SURETY BONDS AND OTHER SECURITY... 216 14-8 SURETIES... 216 14-9 INSURANCE REQUIREMENTS... 217 15 - CONTRACTOR RESPONSIBILITY AND DEBARMENT... 218 15-1 PURPOSE AND SCOPE... 218 15-2 RESPONSIBLE PROSPECTIVE CONTRACTORS... 218 15-3 SPECIAL STANDARD OF RESPONSIBILITY... 218 15-4 APPLICATION OF WALSH-HEALEY ACT... 219 15-5 APPLICATION OF OTHER RESPONSIBILITY STANDARDS... 220 15-6 SUBCONTRACTOR RESPONSIBILITY... 220 15-7 OBTAINING INFORMATION FOR DETERMINING RESPONSIBILITY... 221 15-8 DETERMINATIONS AND DOCUMENTATION... 221 15-9 PRE-AWARD SURVEYS... 222 15-10 LIST OF EXCLUDED PARTIES... 222 15-11 DEBARMENT AND SUSPENSION... 222 15-12 DEBARMENT AND SUSPENSION DEFINITIONS... 223 15-13 EFFECT OF LISTING... 224 15-14 CONTINUATION OF CURRENT CONTRACTS... 224 15-15 RESTRICTIONS ON SUBCONTRACTING... 224 15-16 DEBARMENT... 225 15-17 DEBARMENT PROCEDURES... 225 15-18 PERIOD OF DEBARMENT... 226 15-19 SCOPE OF DEBARMENT... 227 15-20 SUSPENSION... 227 15-21 SUSPENSION PROCEDURES... 228 Page xv

15-22 PERIOD OF SUSPENSION... 229 15-23 SCOPE OF SUSPENSION... 230 15-24 CERTIFICATION REGARDING DEBARMENT OR INELIGIBILITY... 230 16 - COST AND PRICE ANALYSIS... 231 16-1 PURPOSE AND SCOPE... 231 16-2 DEFINITIONS... 232 16-3 PRICE ANALYSIS... 232 16-4 COST ANALYSIS... 235 16-4-1 COST REALISM ANALYSIS... 236 16-4-2 COST PROPOSALS... 237 16-4-3 TECHNICAL ANALYSIS... 237 16-5 TOTAL COSTS... 238 16-6 DETERMINING COST REASONABLENESS... 238 16-7 DIRECT COSTS... 238 16-8 INDIRECT COSTS... 239 16-9 COST ANALYSIS TECHNIQUES... 240 16-10 PROFIT/FEE... 242 16-10-1 WEIGHTED GUIDELINES FOR PROFIT MARGIN CALCULATIONS... 242 16-10-1-1 RISK FACTOR MATRIX... 242 16-10-2 DEGREE OF RISK... 243 16-10-3 DEGREE OF DIFFICULTY OF THE WORK... 244 16-10-4 MAGNITUDE OF THE WORK... 245 16-10-5 PERFORMANCE PERIOD... 245 16-10-6 CONTRACTOR S INVESTMENT... 245 16-10-7 AUTHORITY ASSISTANCE... 245 16-10-8 AMOUNT OF SUBCONTRACTING... 245 16-11 AUDIT ASSISTANCE... 246 16-12 ANALYSIS TEMPLATES... 252 16-12-1 VERIFICATION OF LABOR BILLING RATES... 252 16-12-2 COST ANALYSIS FOR PROFESSIONAL LABOR RATES... 252 16-12-3 COST ANALYSIS FOR MATERIAL OR EQUIPMENT... 253 16-12-4 SUBCONTRACTOR/SUBCONSULTANT COST ANALYSIS... 253 16-12-5 OTHER DIRECT COSTS... 253 17 - PROTESTS... 254 17-1 PURPOSE AND SCOPE... 254 Page xvi

17-2 WRITTEN SUBMISSION... 254 17-3 TIME FOR FILING... 255 17-4 AUTHORITY RESPONSE TO PROTESTS... 255 17-5 AUTHORITY REVIEW OF PROTESTS... 256 17-6 DECISIONS BY THE AUTHORITY... 256 17-7 REMEDY... 257 17-8 PROTESTS FILED WITH FTA... 257 17-9 AUTHORITY ADMINISTRATION OF PROTESTS... 257 17-10 NOTICE OF PROTEST POLICY REQUIREMENT... 258 18 - CONTRACT COMPLIANCE AND ADMINISTRATION... 259 18-1 PURPOSE AND SCOPE... 259 18-2 AUTHORITY AND RESPONSIBILITY... 259 18-3 CONTRACT AWARD APPROVAL... 259 18-4 PRE-AWARD ORIENTATION... 260 18-5 POST-AWARD CONFERENCE... 260 18-6 CONTRACT EXECUTION BY THE AUTHORITY... 261 18-7 CONTRACT EXECUTION BY CONTRACTORS... 261 18-8 CONTRACT DISTRIBUTION... 262 18-9 AUTHORITY CONTRACT FILES... 262 18-10 CONTRACT MODIFICATIONS... 262 18-11 CHANGE ORDER REQUIREMENTS... 264 18-11.1 CHANGES CLAUSE IN SOLICITATIONS AND CONTRACTS... 264 18-11.2 EQUITABLE ADJUSTMENT NEGOTIATIONS... 264 18.11.3 CHANGE ORDER PROCESS... 265 18-12 OUT OF SCOPE CHANGES ( TAG-ON )... 266 18-13 ORDERING PROCEDURES... 267 18-14 SUSPENSION OF WORK/STOP ORDER... 268 18-15 CONTRACT TERMINATION... 269 18-16 LIQUIDATED DAMAGES... 270 18-17 DELIVERY AND PERFORMANCE SCHEDULES... 270 18-18 CLOSEOUT OF CONTRACT FILES... 271 18-19 CONTRACT CLOSEOUT TIME PERIODS... 272 18-20 AUTHORITY PROPERTY... 272 18-21 DELEGATION OF APPOINTMENT TO COTR/COR... 273 19 - CLAIMS AND LITIGATION ACTIONS... 275 Page xvii

19-1 PURPOSE AND SCOPE... 275 19-2 GENERAL... 275 19-3 FTA AND AUTHORITY REQUIREMENTS... 275 19-4 CONTRACT DISPUTES... 275 19-5 APPEALS TO THE ASBCA... 276 19-6 AUTHORITY CLAIMS AGAINST THE CONTRACTOR... 277 19-7 LITIGATION ACTIONS... 277 19-8 COST OR PRICE ANALYSIS... 277 20 - SPECIAL AGREEMENTS... 278 20-1 PURPOSE AND SCOPE... 278 20-2 MASTER AGREEMENTS... 278 20-3 MASTER AGREEMENT: WORK AUTHORIZATIONS AND INVOICES... 279 20-4 REAL PROPERTY ACQUISITIONS... 279 20-5 REAL PROPERTY DISPOSAL... 280 20-6 PERMITS AND EASEMENTS... 280 20-7 BUS CHARTER SERVICE AGREEMENTS... 280 20-8 OTHER CONTRACTS AND AGREEMENTS... 281 20-9 ASSURANCE FOR USE OF REAL PROPERTY... 281 20-10 JOINT DEVELOPMENT PROCUREMENT REGULATIONS... 281 21 - QUALITY ASSURANCE AND WARRANTIES... 282 21-1 PURPOSE AND SCOPE... 282 21-2 AUTHORITY RESPONSIBILITIES... 282 21-3 CONTRACTOR RESPONSIBILITIES... 282 21-4 CONTRACT QUALITY REQUIREMENTS... 283 21-5 TYPES OF CONTRACT QUALITY REQUIREMENTS... 283 21-6 QUALITY ASSURANCE REQUIREMENTS... 284 21-7 CONTRACT QUALITY ASSURANCE AT SOURCE... 284 21-8 CONTRACT QUALITY ASSURANCE AT DESTINATION... 284 21-9 CONTRACT QUALITY ASSURANCE FOR SIMPLIFIED ACQUISITONS... 285 21-10 CONTRACT QUALITY ASSURANCE OF SUBCONTRACTS... 285 21-11 NONCONFORMING SUPPLIES, SERVICES, OR CONSTRUCTION... 285 21-12 ACCEPTANCE... 286 21-13 RESPONSIBILITY FOR ACCEPTANCE... 286 21-14 PLACE OF ACCEPTANCE... 287 21-15 CERTIFICATION OF CONFORMANCE... 287 Page xviii

21-16 TRANSFER OF TITLE AND RISK OR LOSS... 287 21-17 WARRANTIES... 288 22 - PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION... 289 22-1 PURPOSE AND SCOPE... 289 22-2 GENERAL PROVISIONS... 289 22-3 PATENT AND COPYRIGHT INFRINGEMENT... 289 22-4 INDEMNIFICATION... 290 22-5 LICENSING AND ROYALTIES... 290 22-6 PATENT RIGHTS UNDER AUTHORITY CONTRACTS... 293 22-7 PATENT RIGHTS... 294 22-8 RIGHTS IN DATA AND COPYRIGHTS... 294 22-9 PROPRIETARY OR CONFIDENTIAL DATA IN BIDS AND PROPOSALS... 295 22-10 PROVISIONS AND CLAUSES... 296 23 - PROCUREMENT FORMS AND PROVISIONS... 297 23-1 PURPOSE AND SCOPE... 297 23-2 RESPONSIBILITY... 297 23-3 LIMITATIONS... 297 23-4 PROVISIONS AND CLAUSES: NUMBERING SYSTEM... 297 23-5 INCORPORATING PROVISIONS AND CLAUSES... 297 23-6 IDENTIFICATION OF PROVISIONS AND CLAUSES... 298 23-7 MODIFYING AND COMPLETING PROVISIONS AND CLAUSES... 298 23-8 FORMS: CURRENT EDITIONS AND NUMBERING SYSTEM... 298 23-9 TYPES OF FORMS... 298 23-10 DISTRIBUTION OF FORMS, CLAUSES, AND PROVISIONS... 299 24 - DEFINITIONS... 300 24-1 PURPOSE AND SCOPE... 300 24-2 DEFINITIONS... 300 APPENDIX A... 316 APPENDIX B... 333 Page xix

Washington Metropolitan Area Transit Authority Board Approval, Delegation & Reprogramming Requirements Adopted By the Authority Board of Directors September 24, 1992 Revised: July 24, 1997, September 27, 2007, June 25, 2009, July 16, 2009, June 23, 2011, April 7, 2014, November 19, 2015 1 BOARD APPROVAL, DELEGATION & REPROGRAMMING REQUIREMENTS SECTION 100 GENERAL 101. Purpose. This Chapter 1 sets forth the Policy guidance and requirements that will govern the Washington Metropolitan Area Transit Authority ( Authority ) procurement activities, budget reprogramming activities, non-procurement activities, and conduct of personnel engaged in those activities. This chapter augments the Authority Compact, Section 73, as amended, which sets forth the general policy guidance and requirements that affect Authority procurements and approvals. 102. Procurement Regulations Background. The Authority s Procurement Policy, as defined in this Chapter 1, establishes the broad framework for its Procurement Regulations. The Regulations consist of the Procurement Policy approved by the Authority Board of Directors ( Board ), and procedures that are developed and issued by the Chief Procurement Officer (CPRO) and approved by the General Manager/Chief Executive Officer (GM/CEO). 103. Certification of Procurement System. The Authority Procurement System is fully certified by the U.S. Department of Transportation (DOT), Federal Transit Administration (FTA), to carry out the Authority s procurement functions, in accordance with federal guidelines and Authority policy. However, certain functions identified in DOT/FTA Circulars 4220.1F and 5010.1D, as amended, may require approval or concurrence by the FTA Administrator. 104. Reference to Statutes or Regulations. Reference in the Authority s Procurement Policy to any federal state, or local statute, regulation, or circular or other guidance, shall be deemed to include any revision, amendment, or replacement therein, effective after the date of the adoption of this Policy by the Board. SECTION 200 RESPONSIBILITY AND AUTHORITY 201. Responsibility. With respect to this Policy, the following responsibilities apply: Board of Directors. The Board is responsible for approving procurement policies; approving deviations from procurement policy; authorizing the GM/CEO to initiate, award and modify procurements consistent with the approved Authority operating and multi-year capital budgets; delegating contracting officer authority to the GM/CEO; authorizing the GM/CEO to delegate contracting officer authority and authority to approve procurement initiation and award activities to subordinate officials of the Authority. General Manager/Chief Executive Officer. The GM/CEO is delegated unlimited contracting authority. The GM/CEO is authorized to initiate, award and modify procurements consistent with the approved Authority operating and multi-year capital budgets and is responsible for delegating contracting officer authority to qualified Page 1

employees of the Authority and authorizing the re-delegation of authority to other qualified employees of the Authority; approving employee standards of conduct; approving Authority procurement and related policies and procedures that augment Board procurement policy approving, only as authorized by the Board or this Procurement Policy, the initiation of procurement actions and awarding contracts in emergency situations; and reporting sole source and emergency contracts to the Board. The GM/CEO is also responsible for establishing a system for the timely review and approval of procurement actions, establishing policies and procedures for special agreements, and implementing procurement policies and procedures. (d) Chief Procurement Officer. The Chief Procurement Officer (CPRO) shall be a full participatory member of the Executive Leadership Team. The CPRO, with approval by the GM/CEO, is responsible for developing and issuing procurement procedures to implement Board procurement policies; establishing a system to select, recommend, appoint, and delegate Contracting Officer authority; preparing quarterly reports for presentation by the GM/CEO to the Board; acting in appointed capacity as Contracting Officer. The Chief Procurement Officer may appoint authorized representatives for the purpose of assisting the Contracting Officers in providing technical guidance to the Contractor or otherwise assisting in the administration of the contract. In limited circumstances, authority representatives may be delegated restricted contracting authority. General Counsel. The General Counsel shall have responsibility for: providing legal counsel regarding procurement matters within WMATA, including to the Chief Procurement Officer, contracting officers and others, involved in the procurement process; assigning a cognizant attorney in the Office of General Counsel (COUN) for each WMATA procurement; reviewing and approving procurement policies and procedures within WMATA, and ensuring they are consistent with all applicable laws and regulations and effectively fulfill the needs and purposes of WMATA; and ensuring appropriate legal review at all appropriate steps of a procurement. The General Counsel may delegate within COUN any or all of the foregoing authorities and responsibilities. At least one attorney within the Office of the General Counsel shall have experience in procurement of information technology products and services. 202. Delegation of Authority. On June 28, 1991, the GM/CEO delegated contracting officer authority to the Director, Office of Procurement (subsequently designated as Chief Procurement Officer), and thereby separated procurement from other functional responsibilities. 203. General Manager/Chief Executive Officer Authority (Emergency Situations). Notwithstanding the approval requirements in 600 of this Procurement Policy, the GM/CEO has the authority to incur obligations in emergency situations, and will report back to the Board on all emergency procurements within 60 days of the action. Emergency is defined as a situation (such as a flood, epidemic, riot, equipment failure, or other reasons declared by the GM/CEO) that creates an immediate threat to the public health, welfare, or safety. The existence of an emergency condition creates an immediate need for supplies, services, or construction which cannot be met through normal procurement methods, and the lack of which would seriously threaten either the health or safety of any person, the preservation or protection of property, or the continuation of necessary Authority functions. 204. General Manager/Chief Executive Officer Authority (Special Agreements). The GM/CEO has the authority to develop policies and procedures for special agreements which include but are not limited to: utility contracts, marketing agreements, employee benefits contracts, contracts for the purchase, sale or lease of real property, and insurance contracts. Page 2

SECTION 300 COMPETITION REQUIRMENTS 301. Commitment to Full and Open Competition. WMATA shall conduct procurements using full and open competition consistent with the standards set forth herein and in applicable statutes and regulations. WMATA shall take into account and give effect to competition requirements that are contained in any statute, regulation or guidance that applies to grant funds used in the procurement - including but not limited to the following, as applicable: (d) (e) Section 73 of the WMATA Compact; Federal Transit Administration ( FTA ) enabling legislation, 49 U.S.C. 5325 (FTA grant recipients to conduct all procurements financed under 49 U.S.C. Chapter 53 in a manner that provides full and open competition); Common Grant Rule (49 C.F.R. 18.1 et seq.); FTA Circular 4220.1 (as may be am3ended and revised by the FTA); American Reinvestment and Recovery Act, Pub. L. 111-5 (Feb. 17, 2009) ( ARRA ) ( To the maximum extent possible, contract awarded under this Act shall be awarded through the use of competitive procedures. ) In conducting procurements that use non-federal funds, WMATA shall use procedures pertaining to full and open competition (and pertaining to restrictions on procurements not using full and open competition or excluding sources) that are consistent with competition procedures used in procurements using federal funds. WMATA s procedures for procurements using non-federal funds also shall provide, as authorized by the Compact, for WMATA to: (i) made purchases using state and local sources; and (ii) make purchases using the GSA schedule. 302. Restrictions on Procurements Not Using Full and Open Competition or Excluding Sources. Under certain circumstances, it may be appropriate to conduct a procurement using: full and open competition after exclusion of sources; or other than full and open competition. Procurements not using full and open competition will be reported to the Board on a quarterly basis. Such approaches may be used only after written approval of both the General Counsel and the Chief Procurement Officer of an appropriate Determination and Findings ( D&F ) who shall approve such approaches only upon a determination that the procurement cannot reasonably be accomplished using full and open competition without exclusion of sources. WMATA procurement personnel and counsel shall comply strictly with WMATA restrictions and, to the extent applicable, federal restrictions on procurements conducted not using full and open competition or excluding sources. 303. Prohibition Against Organizational Conflicts of Interest. WMATA shall analyze each planned acquisition in order to identify and evaluate potential organizational conflicts of interest as early in the acquisition process as possible, and avoid, neutralize, or mitigate potential conflicts before contract award. In any instance in which WMATA first becomes aware of an organizational conflict of interest after contract award, it shall conduct a review to determine whether the organizational conflict of interest was reasonably foreseeable and should have been identified by the contractor prior to ward. In an instance where WMATA first becomes aware of an organizational conflict of interest after award, the Chief Procurement Officer may in his/her discretion terminate the contract or if reasonable possible, take appropriate steps to avoid, neutralize or mitigate such organizational conflict of interest. Page 3

Definition. An organizational conflict of interest means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to WMATA, or the person s objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage. An organizational conflict of interest occurs when any of the following circumstances arise: i. Lack of Impartiality or Impaired Objectivity. When the contractor is unable, or potentially unable, to provide impartial and objective assistance or advice to the recipient due to other activities, relationships, contracts, or circumstances. Such an OCI would occur, for example, if the service the contractor is to perform under a contract with WMATA might involve that contractor in evaluating its own performance or the performance of an affiliate under another WMATA contract. ii. iii. Unequal Access to Information. The contractor has an unfair competitive advantage through obtaining access to nonpublic information during the performance of an earlier contract. Such an OCI would occur, for example, if the contractor s service under a prior contractor gave it access to non-public, proprietary information of a company competing with it for a subsequent contract. It merits note that relevant case law makes clear that no unfair competitive advantage is created by an offeror s prior performance of particular requirement. WMATA is under no obligation to equalize other offerors with an incumbent by providing information in the hands of the incumbent due to prior performance of the requirement. Biased Ground Rules. During the conduct of an earlier procurement, the contractor has established the ground rules for a future procurement by developing specifications, evaluation factors, or similar documents. To ensure objective contractor performance and eliminate unfair competitive advantage, contractors that develop or draft specifications, requirements, statements of work, invitations for bid and/or requests for proposals shall be excluded from competing for such procurements. Identifying and Addressing Organizational Conflicts of Interest. The contracting officer and cognizant COUN attorney shall analyze every planned procurement to determine whether there is an opportunity for any actual or apparent conflict of interest. A clause requiring offerors to identify any potential or actual organizational conflict of interest shall be included in all solicitations, absent a written determination by the contracting officer and the cognizant COUN attorney that there is no opportunity for an actual or apparent conflict of interest and such a clause is not necessary for the procurement. In any instance where a potential or actual organizational conflict of interest is identified, the procurement shall be reviewed by the Chief Procurement Officer and the General Counsel. The Chief Procurement Officer shall be responsible for ensuring that such organizational conflict of interest is appropriately avoided, neutralized or mitigated. The Chief Procurement Officer shall not act to address an organizational conflict of interest without written concurrence from the General Counsel. 304. Prohibition Against Personal Conflicts of Interest. No employee, officer, agent, or board member, or his or her immediate family member, partner, or organization that employs or is about to employ any of the foregoing may participate in the selection, award, or administration of a contract if a conflict of interest, real or apparent, would be involved. Such a conflict would Page 4

arise when any of those previously listed has a financial or other interest in the firm considered or selected for award. This provision is applicable to individuals serving on a Technical Evaluation Team. 305. Prohibition on Provisions within Solicitation That Unduly Restrict Competition. WMATA shall not include in a solicitation any feature that unduly restricts competition. Some of the situations considered to be restrictive of competition include, but are not limited to, the following: (d) (e) (f) (g) (h) (i) (j) (k) Excessive Qualifications. Imposing unreasonable business requirements for bidders or offerors; Unnecessary Experience. Imposing unnecessary experience requirements for bidders and offerors. Improper Prequalification. Using prequalification procedures that conflict with the prequalification standards described in the WMATA Compact, the WMATA Procurement Policy, or the FTA Circular 4220.1F. Retainer Contracts. Making a noncompetitive award to any person or firm on a retainer contract with the recipient if that award is not for the property or services specified for delivery under the retainer contract. Excessive Bonding. Requiring a bonding that far exceeds the requirements described in state or local law or those described in FTA Circular 4220.1F. Brand Name Only. Specifying only a brand name product without allowing offers of an equal product, or allowing an equal product without listing the salient characteristics that the equal product must meet to be acceptable. In-State or Local Geographic Restrictions. Specifying In-State or local geographical preferences, or evaluating bids or proposals in light of in-state or local geographic preferences, even if those preferences are imposed by state or local laws or regulation except as permitted by FTA Circular 4220.1F. Restraint of Trade. Supporting or acquiescing in noncompetitive pricing practices between firms or between affiliated companies. Questionable practices would include, but not be limited to submissions of identical bid prices for the same products by the same group of firms, or an unnatural pattern of awards that had the cumulative effect of apportioning work among a fixed group of bidders or offerors. Arbitrary Action. Taking any arbitrary action in the procurement process. Excessively Specific Qualifications. Development of specification and evaluation criteria which unnecessarily favor a particular contractor. Arbitrary Contract Splitting. Splitting larger procurements into multiple smaller procurements to evade competition requirements at certain ordering thresholds. 306. Review of Procurements by the Office of General Counsel. The General Counsel shall be responsible for ensuring appropriate legal review at all appropriate steps of a procurement (including task orders), including the following: completion of advance procurement planning for a fiscal year, initiation or individual procurement, completion of the requirements document Page 5

(e.g., specification, purchase description, statement of work); completion on solicitation; completion of source selection; contract modification; and exercise of options. The Chief Procurement Officer also shall have responsibility for ensuring that procurement personnel seek the involvement of counsel at appropriate junctures. The General Counsel and the Chief Procurement Officer shall develop and implement written procedures to give effect to the foregoing. 307. Independent Cost Estimate Required. WMATA shall perform a cost or price analysis in connection with every procurement action including contract modifications before receiving bids or proposals. The cost estimate shall be included with the procurement record submitted to the cognizant COUN attorney for review. Equipment and Supplies. Contracting officers shall ensure preparation and documentation of equipment estimates using appropriate sources such as published price lists; prices from past competitive procurements updated with inflation factors; and pricing data from other agencies that obtained competitive bids for the same equipment or supplies. In the case of specialized equipment, care must be taken that the source of the estimates is not disproportionately obtained from one supplier. Professional Services. Contracting officers shall ensure preparation and documentation of estimates for professional services using appropriate sources, such as past competitive procurements updated with inflation factors, published price lists such as Federal Supply Schedules, and pricing data from other agencies that obtained competitive bids for the same professional services. The Authority may also consider obtaining a professional cost estimate by a firm not interested in the final procurement if cost and price estimates are not reasonably available from other sources. Construction. In some cases, cost estimates may be difficult to obtain or may lie outside the competence of Authority personnel. Contracting officers shall ensure preparation and documentation of cost estimates using appropriate sources, such as prior WMATA construction projects awarded competitively; and pricing data from other agencies that obtained competitive bids for similar construction work. A design firm may already be under contract, or may be engaged, to perform this service. In some cases, the Authority s in-house personnel who have participated in design or past construction efforts may be the most professional and reliable cost estimators. 308. Required Use of Procurement Checklists. The Chief Procurement Officer, with the concurrence of the General Counsel, shall create and maintain checklists to be used by procurement personnel and COUN attorneys to ensure: procurement processes are followed; all relevant considerations are taken into account in a procurement; and all components of procurement files are assembled timely. The checklists shall be consistent with the procurement checklists contained in the FTA Guide for Procurement System Reviews (including any amendments) 309. Procurement Training. Under the direction and control of the GM/CEO, the Chief Procurement Officer and the General Counsel shall prepare and implement an annual training plan for ensuring that procurement personnel and attorneys in the Office of General Counsel understand and adhere to applicable procurement policies and procedures, and are fully trained to perform their duties with regard to Authority procurements. SECTION 400 CONTRACTING WITH DISADVANTAGED BUSINESS ENTERPRISES ( DBE ) Page 6

401. Contracting with Disadvantaged Business Enterprises ( DBE ). The Authority will take all steps to ensure that minority owned firms and women-owned businesses are offered opportunities to compete for contracts as prime contractors or subcontractors wherever possible. Affirmative steps shall include: (d) (e) Ensuring DBE s are solicited whenever they are potential sources; When economically feasible, dividing requirements into smaller tasks or quantities to permit maximum participation by DBEs; Where the requirements permits, establishing contract delivery schedules that encourage participation by DBE; Using the services and assistance of the Small Business Administration and the Department of Commerce; and Requiring the prime contractor to take the necessary steps to ensure the maximum opportunity for DBE subcontractors, in accordance with the Authority s annual DBE goal established by the Board. SECTION 500 LIQUIDATED DAMAGES PROVISIONS 501. Liquidated Damages Provisions. Liquidated damages provisions shall be included in any Authority contract for supplies, services, and construction, where the Authority is likely to incur a direct or indirect economic loss if completion of the contract is delayed. Liquidated damages shall be established and assessed on a per day rate basis. SECTION 600 BOARD APPROVAL, DELEGATION AND REPROGRAMMING REQUIREMENTS 601. Board Approval, Delegation and Reprogramming Requirements. ACTION DESCRIPTION A. Procurement Initiation, Award & Modifications DELEGATED AUTHORITY The GM/CEO is authorized to initiate, award and modify procurements consistent with the approved Authority operating and multi-year capital budgets. B. Operating Budget Adjustments Board approval is required if Operating Budget actions require an adjustment to the total Operating Budget. C. Capital Budget Reprogramming Board Approval is required for: Initiation of any new capital project not within the current approved Capital Budget; or Any budget adjustment which would cause the Authority to be required to issue an form of debt; or Any increase to the total approved budget for the current or any future budget year; or Any reprogramming actions over 5% of the approved total annual capital budget on an annual cumulative basis between existing projects; thereafter, the GM/CEO will seek additional reprogramming amounts in increments which he/she shall determine to increase the total GM/CEO authority. Page 7

The GM/CEO is authorized to approve reprogramming actions requiring Board approval on an emergency basis provided that the Board Finance and Administration Committee is immediately notified of such actions. D. Additional Staff Positions The GM/CEO may approve the addition of staff positions provided that the funding is available within the annual budget. E. Insurance Payments Related to Property and Operating Losses Insurance payments related to property and operating losses may be applied to the Budget for projects created to repair or replace the asset and the total operating and capital budgets may be increased to reflect these funds without specific Board approval provided that the Board is notified. F. Reimbursable Projects The GM/CEO may approve Reimbursable Projects with participating jurisdictions and state governments and make the corresponding change to the total reimbursable program budget, provided such project does not exceed $500,000 and all costs for any required additional staff positions are included in project funding. G. Other Reprogramming Actions The GM/CEO is authorized to approve all other reprogramming actions not requiring approval of the Board. H. Other Non-Procurement Activities Board approval is required for the nonprocurement activities shown in the table below. The GM/CEO is authorized to approve all other non-procurement activities including international travel provided the activity does not require Board approval under the Compact. Page 8

NON-PROCUREMENT ACTIVITIES REQUIRING BOARD APPROVAL Jurisdictional Operating/Capital Agreements Reimbursable Agreements over $500,000 Fare Buy down Agreements* Capital Funding Agreements* Financial Real Estate Other Bonds/Letters of Credit/Commercial Paper* Public-Private Financing* Tax Lease Closeouts* Banking Services** Finance Leases* Parking Surcharge Agreements* * Indicates Board of Directors approval required by the WMATA Compact. ** This was previously delegated to the GMGR in Board Resolution #93-17. The Board of Directors hereby re-delegates the power to the GM/CEO to handle banking services consistent with the requirements of Compact 69 in a manner that most efficiently services the needs of the Authority. Joint Development Agreements Amendments to Joint Development Agreements having one of the following: - Value over $500,000 - Change in composition of developer or assignment - Change in term - Change in proposed elements Connection Agreements that vary from adopted policy Sale/Acquisition of property valued over $1 million Agreements requiring the Authority to indemnify the counterparty Collective Bargaining Agreements Noncharter mass transit services requested by other entities Nonannual State or Federal Grants with match requirements 602. Restrictions. Procurement actions shall not be split to avoid threshold approval, or to avoid any other Authority procurement policies and procedures authorized by this Procurement policy. Further, no procurement action, except as expressly authorized by this Procurement Policy or Authority procurement policies and procedures, shall be executed prior to receiving funding and management approval, and when applicable, Board approval. SECTION 700 POLICY DEVIATION 701. Policy Deviation. Deviation from the policies stated herein, except for the requirements of the Authority Compact, shall be approved by the Board unless the change is required by Federal law or regulation in which case the policies will be deemed changed. Deviation from Compact requirements is not authorized unless superseded by Federal law. Deviations from FTA policies shall be in accordance with DOT/FTA Cir. 4220.1F, as amended. SECTION 800 REPORTS 801. Reports. The GM/CEO shall periodically report to the Board new contracts awarded on a sole source or emergency basis pursuant to the provisions of the Compact. Regular progress reports (submitted to the Contributing Jurisdictions/Board) will be enhanced to include significant contract activity (significant initiations, awards or modifications) and the status of awarded vendors in the Disadvantaged Business Enterprise ( DBE ) and Small and Local Business ( SLBP ) Programs. Page 1

SECTION 900 PARTS BRIDGING PROGRAM 901. General Purpose. The Parts Bridging Program sets forth temporary measures, effective through December 31, 2017, necessary to correct deficiencies arising from existing conditions that cannot be adequately addressed through normal procurement methods. 902. Responsibility. The Chief Procurement Officer (CPRO) shall determine, on an exception basis, those spare parts that will be included within the Program and the duration of nonfederal contract that will be required within the Program such that any part purchased under this Program will have a defined end date for return to normal procurement methods may resume. 903. Waiver of Procurement Requirements. Where the CPRO has approved a determination and findings for enrollment of a part and a vendor(s) in this Program, and OMBS has identified non-federal funds sufficient to finance the proposed contract term, all procedural requirements established in this procurement policy shall be in applicable to the initial purchase of that part from the approved vendor. In no case may an initial purchase exceed a two-year term. In no case may a part be enrolled in this Program more than one time. 904. Enrollment of Parts. The CPRO may enroll a part and associated vendor(s) in the Program for any of the following justifications: (d) Safety-Critical. The Deputy General Manager, Operations (DGMO) has determined the part is critical to maintaining the safety of the passenger system and identified a single vendor or limited vendor(s) as an approved source for the part. Proprietary. DGMO has determined that only the original equipment manufacturer (OEM) part meets the essential criteria necessary to maintain overall system integrity. Qualified. DGMO has determined that this part meets the essential criteria in terms of form, fit or function necessary to maintain overall system integrity. Warranty. Program office has determined only one source will maintain continuation of warranty coverage necessary for this part (or component of which the part is a subcomponent or replacement part). (e) Interoperability. Program office has determined that WMATA has overlapping requirements that are dependent upon continued use and availability of this part from one vendor to the exclusion of other parts and vendors. (f) Combination. Program office has determined that this source provides enhanced value to WMATA through a synergy of convenience and efficiency that offers overall best value when this part is acquired as a group or set included with other parts (e.g. overhaul kits ). 905. Competition. The goal of the Program is to purchase needed parts without regard to procurement policies, it being the Board s determination that this program is intended to address an unusual and compelling urgency to restock parts; however, where appropriate (i.e. more than one approved source/vendor) limited competition shall be employed to purchase the part. Page 2

906. Procedures. When any part, component, or sub-component is determined and found to be eligible for enrollment into the Program based upon any of the determination and findings (D&F) conditions of paragraph 904 above Procurement and Program shall take action to: Restock. Immediately enter into a contract with approved vendors to restore parts availability of this item above minimum stock requirements, including reorder quantities as necessary, for a period not to exceed two years. Resource. Utilizing strategic sourcing methods, the requirement will be advertised for fair and open competition for a multiple award indefinite delivery indefinite quantity (IDIQ) contract eligible for federal grant reimbursement. Resolve. Offeror/part combinations will be conditionally entered upon a Qualified Parts List (QPL) subject to verification by third-party labs, demonstrated success with other transit properties, or WMATA-approved testing and certification procedures, as determined appropriate by DGMO. 907. Policy Deviations. It is the objective of this Program that within two years of enrollment in the Program, any specific part, component or sub-component will emerge on WMATA s QPL as either eligible for Federal reimbursement or documentation will be available to request a waiver from the Federal Transit Administration (FTA) of those federal requirements which prevent entering into a compliant contract eligible for reimbursement. Any policy or procedure deviations must therefore be in accordance with FTA enabling legislation, 49 U.S.C. 5325 requiring FTA grant recipients to conduct all procurements financed under 49 U.S.C. Chapter 53 in a manner that provides full and open competition (including Buy America compliance); FTA Master Agreement Requirements; FTA Circulars 4220.1F and 5010.1; and the OMB Super Circular 2 C.F.R. 200. 908. Reports. The CPRO shall report to the Board of Directors, in accordance with other quarterly reporting metrics, the number of parts line items enrolled in the program, which of the six (904 a through f) justifications were sought, and the progress toward completion and final resolution under 906 above. Page 3

2 PROCUREMENT INTEGRITY AND CONTROL 2-1 PURPOSE AND SCOPE The Washington Metropolitan Area Transit Authority (the Authority or WMATA or Metro ) Procurement Policy, adopted by the Authority s Board of Directors ( Board ), and the implementing procedures, approved by the General Manager/Chief Executive Officer ( GM/CEO ), established the Authority s Procurement Procedures ( Procedures ). These Procedures apply to all procurement actions regardless of their funding source, including federal assistance funds, for contracts entered into by the Authority for supplies, equipment, and services (including construction), and the disposal of Authority equipment or supplies. This Procurement Procedures Manual ( PPM ) describes general procurement procedures which shall govern the solicitation, award and administration of all Authority contracts and purchases for supplies, services, equipment, and construction. The procedures in this PPM are not applicable to Special Agreements as defined in the Procurement Policy adopted by the Board (see Section 6 of Chapter 1), and employment contracts where there is an employer-employee relationship between the Authority and a person hired for a permanent or temporary position. Integrated Procurement Management. By and through this Procurement Procedures Manual, the Authority hereby establishes a system of Integrated Program Management pursuant to which all Authority personnel who participate in any way in the procurement process (Operations, Procurement and COUN) are charged with working in a coordinated manner, each taking ownership of and being accountable for the success of the procurement process and of individual procurements, to accomplish the following: (1) Facilitate efficient operations and avoid having procurement processes pose an impediment to getting the job done; and (2) Ensure that all procurements conducted by the Authority comply with applicable procurement laws and procedures. In no instance shall Authority personnel fail to comply with applicable laws and procedures in order to facilitate operations. It is essential that all cognizant Authority personnel cooperate fully in procurement planning and in the implementation of individual procurements to provide for full compliance while at the same time maintaining efficient operations. Cognizant personnel from Operations, Procurement and COUN shall maintain the checks and balances that underlie their respective roles and are essential to the effective functioning of a procurement system and compliance with applicable laws and procedures. 2-2 REQUIREMENT OF GOOD FAITH These procedures require that all parties involved in the negotiation, performance, or administration of Authority contracts act in good faith. Page 4

2-3 CONTROLS AND LIMITATIONS All Authority personnel engaged in procurement activities shall take into account the requirements that are contained in all statutes, regulations, or guidance that apply to the funds, including grant funds, used in procurements. The statutes, regulations, and guidance that govern procurements, as applicable, include, but are not limited to: Section 73 of the Authority s Compact; FTA enabling legislation, 49 U.S.C. 5325; Common Grant Rule (49 C.F.R. 18.1 et seq; FTA Circular 4220.1; American Reinvestment and Recovery Act, Pub. L. 111-5 (Feb 17, 2009); and the FTA Master Grant Agreement. Circular 4220.1 provides for a procurement system certification of grantees whose procurement system and practices meet prescribed standards. Grantees that have an approved procurement system are subject to less Federal control than those who do not have a certified system. This PPM, including subsequent amendments, will include any controls that FTA requires when approving the Authority s procurement system or contracts. 2-4 INTEGRATED PROCUREMENT MANAGEMENT Individual Responsibilities and Authorities (1) Board of Directors: The Board is responsible for approving procurement policies; approving deviations from procurement policy; authorizing the GM/CEO to initiate, award and modify procurements consistent with the approved Authority operating and multi-year capital budgets; delegating contracting officer authority to the GM/CEO; authorizing the GM/CEO to delegate contracting officer authority and authority to approve procurement initiation, award, and modification activities to subordinate officials of the Authority. (2) Deputy General Manager Operations: The Deputy General Manager Operations has the responsibility and authority to provide such qualified operations personnel as are necessary to work in coordination with Procurement and COUN personnel to effectuate Integrated Procurement Management as set forth herein. The Deputy General Manager, Operations may delegate any or all of the foregoing authorities and responsibilities. (3) General Counsel: The General Counsel is responsible for: providing legal counsel regarding procurement matters within WMATA, including to the Chief Procurement Officer, contracting officers and others involved in the procurement process; assigning a cognizant attorney in the Office of General Counsel (COUN) for each WMATA procurement; reviewing and approving procurement policies and procedures within WMATA, and ensuring they are consistent with all applicable laws and regulations and effectively fulfill the needs and purposes of WMATA; and ensuring appropriate legal review at all appropriate steps of procurement. The General Counsel may delegate within COUN any or all of the foregoing authorities and responsibilities. At least one attorney within the Office of the General Counsel shall have experience in procurement of information technology products and services. Page 5

(4) Chief Procurement Officer: The Chief Procurement Officer ( CPRO ), and Head of Contracting Activity ( HCA ), with the approval of the GM/CEO, is responsible for developing and issuing procurement procedures to implement Board procurement policies; establishing a system to select, recommend, appoint, and delegate Contracting Officer authority; preparing quarterly reports for presentation by the GM/CEO to the Board, and acting in the appointed capacity as Contracting Officer. The CPRO may appoint authorized representatives for the purposes of assisting the Contracting Officers in providing technical guidance to the Contractor or otherwise assisting in the administration of the contract. In limited circumstances, Authority representatives may be delegated restricted contracting authority. On June 28, 1991, the GM/CEO delegated Contracting Officer authority to the Director, Office of Procurement (subsequently designated as Chief Procurement Officer), and thereby separated procurement from other functional responsibilities. Contracting Officer appointments shall describe any limitations on the authority of the appointee. Establishment and Maintenance of Integrated Procurement Management. (1) Procurement Oversight Committee. The Deputy General Manager Operations, Chief Procurement Officer and General Counsel (or their respective designees) each shall appoint a representative to a Procurement Oversight Committee, which shall be responsible and accountable for establishing and maintaining Integrated Procurement Management. The Chair of the Procurement Oversight Committee shall be the Deputy General Manager Operations or designee. A member of the Executive Leadership Team shall be invited to participate with the Procurement Oversight Committee when deliberating regarding a procurement within the area of responsibility of that member of the Executive Leadership Team. The Procurement Oversight Committee shall meet weekly and is specifically responsible for the following: (i) (ii) (iii) (iv) Establishing such policies and procedures and working relationships as are necessary for Operations, Procurement and Counsel working in a coordinated manner, each taking ownership of and being accountable for the success of the procurement process and of individual procurements, to facilitate efficient operations and avoid having procurement processes pose an impediment to getting the job done, and ensure that all procurements conducted by the Authority comply with applicable procurement laws and procedures. Review, discuss and determine Job Order Contract requests that exceed $1 million in contract value Continual improvement of the Authority s procurement policies and procedures to ensure they are appropriate to the purposes of Integrated Procurement Management set forth above. Each organization provides the personnel and other resources, and establishes priorities, necessary to effective Integrated Procurement Management. Page 6

(2) Procurement Planning Forum. The Deputy General Manager Operations, Chief Procurement Officer, and General Counsel (or their respective designees) each shall appoint a representative to a Procurement Planning Forum, which shall be responsible and accountable for utilizing the annual WMATA Plan of Contracts and subsequent additions to the Plan of Contracts, to internally discuss and plan pending procurement actions with the relevant staff of the respective Program office and departments of Procurement, OMBS, Risk and Counsel prior to solicitations being advertised. The Chair of the Procurement Planning Forum shall be the Deputy General Manager Operations or designee. A member of the Executive Leadership Team shall be invited to participate with the Procurement Planning Forum when deliberating regarding procurements within the area of responsibility of that member of the Executive Leadership Team. (3) Conduct of Individual Procurements. For each individual procurement, the Deputy General Manager Operations, Chief Procurement Officer, and General Counsel (or their respective designees) each shall assign a representative to work together to ensure the successful completion of that procurement. Reasonable efforts shall be made to maintain continuity of such assignments throughout the planning, solicitation, award and administration of the contract. For each individual procurement, the Program Manager shall be responsible to provide leadership to facilitate cooperation, planning, communications and a dynamic team dedicated to Integrated Procurement Management. FTA Review: In accordance with FTA Circular 4220.1, FTA may conduct reviews of the procurement process or specific procurement actions. 2-5 PROCUREMENT PROCEDURES MANUAL AND ANNUAL TRAINING The CPRO shall issue and maintain the PPM which shall include procurement procedures and guidelines needed to implement and supplement the Authority s Procurement Policy Statement (see Chapter 1). The PPM shall include, but shall not be limited to, the following: Procedures for implementing the Procurement Policy Statement. Standard contract clauses and forms required by or to be used in implementing the provisions of the Procurement Policy Statement. Description of the various Authority processes to be followed to accomplish the procurement function. Explanations of procurement regulations and procedures with examples, when applicable. Clarification and definition of the responsible role for all Authority offices involved in the procurement process. Current FTA controls. Required use of procurement checklists. The CPRO shall establish a procedure for issuing modifications and revisions to the PPM which will enable Contracting Officers and other users to maintain a current compilation of the PPM. Page 7

(d) Procurement Training. Under the direction and control of the GM/CEO, the Chief Procurement Officer and the General Counsel shall prepare and implement an annual training plan for ensuring that procurement personnel and procurement attorneys in the Office of General Counsel understand and adhere to applicable procurement policies and procedures, and are fully trained to perform their duties with regard to Authority procurements. Procurement personnel include all Contracting Officer Representatives, Contracting Officer Technical Representatives, and Project Managers. The training plan shall include the following elements: The training should be presented by a combination of representatives of the Procurement Office and Office of the General Counsel. The training shall be in the form of a slide presentation that addresses each chapter of the Procurement Procedures Manual. The training session(s) will be recorded in such a manner that anyone unable to attend the live training presentation will be able to watch an audio visual recording of the presentation, including the slide show. All procurement personnel and procurement attorneys in the Office of General Counsel must sign a certificate after receiving the training that states that he/she listened to the entire presentation and the date on which that occurred. The annual training is mandatory for any person in the Program Offices with involvement in procurement. The Chief Procurement Officer will be responsible for maintaining each year s training program materials and signed certificates of attendance. In addition, all procurement staff will be required to attend the Four Course Procurement Series provided by the National Transit Institute every three (3) years. The Chief Procurement Officer will notify, on a quarterly basis, the respective Executive Leadership of their subordinates that must attend the required training. Failure to attend the required procurement training will result in a suspension of delegated contracting authority, if applicable, until full compliance with the training requirement is met. Reinstatement of delegated contracting authority to an employee will be issued by the Chief Procurement Officer once verification of the requisite procurement training has been satisfied. 2-6 AUTHORITY AND RESPONSIBILITIES OF CONTRACTING OFFICERS Authority: Contracting Officers are authorized to enter into, administer, and terminate contracts. However, a Contracting Officer may bind the Authority only to the extent of the contracting authority delegated by the CPRO under 2-4. Responsibilities: Contracting Officers have wide latitude to exercise business judgment within the limitations prescribed herein and shall: Make all determinations and findings required for their respective solicitations or contracts; Ensure that contractors receive impartial, fair, and equitable treatment in accordance with the provisions specified herein; Request and consider the advice of specialists in auditing, law, engineering, transportation, safety and fire protection, and other fields when necessary or appropriate to the exercise of the Contracting Officer s authority; Page 8

Ensure that for each contract, sufficient unencumbered funds are available for obligation, in accordance with 5-20; Ensure that prior to executing a contract, all applicable requirements have been met; and Enter into contracts only in an amount that does not exceed the Contracting Officer s delegated authority. Purchases or contracts that would exceed the Contracting Officer s delegated authority shall be referred to a Contracting Officer with the proper level of authority. 2-7 DELEGATION AND REVOCATION OF CONTRACTING OFFICER AUTHORITY (d) General: The CPRO shall establish and maintain a system to designate Authority Contracting Officers. The system shall include procedures for the selection of Contracting Officers; delegation of Contracting Officer authority; and modification and termination of contracting authority. Selection: When selecting an individual to become a Contracting Officer, the CPRO shall consider the following criteria: The complexity and dollar value of the procurements to be assigned; General experience, training, education, business acumen; judgment, character, and reputation; Experience in Authority or public contracting and administration, commercial purchasing, or related fields; Education or special training in business administration, law, accounting, engineering, or related fields; Knowledge of applicable procurement laws, rules, and procedures, including the provisions of the Authority s Compact, and applicable Federal laws and regulations, and these procedures; Specialized knowledge in particular contracting areas, such as construction, information systems and technology, rail and bus equipment, and other specialties; and Satisfactory completion of procurement training courses pursuant to the level of Contracting Officer authority being granted. Delegation of Contracting Officer Authority: Delegation shall be in writing and on a Certificate of Appointment, signed by the GM/CEO or CPRO to delegate the authority, and shall specify: The activity or function authorized; Any limitations or restrictions of the scope of delegated authority to be exercised (or the revised limitations or restrictions in any modification of the authority), including any limitations set forth in applicable laws and regulations; Duration of the delegation; and Delegation number. Revocation of a Contracting Officer s appointment shall be in writing, unless the written delegation or modification of authority contains a provision for automatic termination or expiration. No revocation shall operate retroactively. Page 9

(e) (f) Any authority delegated may be suspended or revoked at any time and without prior approval of the GM/CEO. Contracting Officers, may in their discretion, recommend to the Chief Procurement Officer authorized representatives to assist in the administration and management of specific aspects of a contract or project. Procedures regarding the issuance and control of designations for Contracting Officer Representatives ( COR ) and Contracting Officer Technical Representatives ( COTR ) are addressed in 18-21. 2-8 UNAUTHORIZED PROCUREMENTS 2-8A PURPOSE 1.01 To modify PPM Section 2-8 to establish a process regarding ratification of unauthorized procurement commitments found in the Procurement Procedures Manual (PPM). 1.02 To clarify that unauthorized procurement commitments must be ratified. 1.03 To update the approval authority for a ratification action. 2-8B SCOPE 2.01 According to the PPM, Authority procurement actions and decisions may only be made by those Authority employees authorized to do so. (PPM 2-8). If an unauthorized procurement commitment is made, a ratification action must be initiated by the respective Program Office responsible for the procurement requirement in the form of a written request for processing to obtain final approval of the ratification by the Head of Contracting Activity, the Chief Procurement Officer and General Counsel. 2.02 No WMATA employee, contractor, agent, or consultant (collectively referred to as personnel) shall issue purchase orders, contracts (whether verbal or written) or an agreement to ratify an unauthorized procurement or commitment without: (d) the approval of the Supervisor of the individual that committed the unauthorized commitment; written assurance from the OMBS or CFO that sufficient funding is available. the approval of the General Counsel or designee; and the approval of the Chief Procurement Officer (CPRO) 2.03 According to Board Resolution 2011-30, the Board of Directors has delegated unlimited procurement authority to the GM and the CPRO. The GM and CPRO may further delegate this authority. By virtue of this Policy Instruction, the GM hereby delegates to the CPRO the power to ratify unauthorized procurement commitments acting as the Head of Contracting Activity (HCA) for WMATA. Page 10

2-8C DEFINITIONS 2.04 Unauthorized Procurement Commitment refers to a procurement that is not binding solely because the WMATA personnel who made it lacked the authority to enter into a contract or agreement on behalf of The Authority. Only the GM, the CPRO, Contracting Officers, their delegates, or authorized Purchase Cardholders acting within the scope of their authority are authorized to enter into procurement agreements or make any modifications thereto on behalf of WMATA. 2.05 Ratification refers to the process of receiving formal written approval of an unauthorized procurement commitment. 2.06 Requesting Office means the department/office that is requesting ratification in which the unauthorized commitment was made. 2.07 Procurement Commitment refers to any promise to obligate WMATA funds and/or federal funds to purchase goods or services. 2-8D POLICIES AND PROCEDURES (d) WMATA is not bound by unauthorized procurement commitments unless they are ratified. Unauthorized procurement commitments made by WMATA personnel may only be ratified by the CPRO after receiving approval of funds availability and legal sufficiency approval. In order to receive ratification, the Requesting Office must submit a ratification request, in the attached format to PRMT. The OMBS or CFO may approve a ratification request after s/he has, in conjunction with the requesting office, identified funding sufficient to meet the costs of the procurement commitment, if ratified. Assuming the OMBS or CFO is able to identify such funding, then the OMBS or CFO shall certify that funding is available, the type of funding and forward the ratification request to the General Counsel for review of legal sufficiency. The General Counsel will review the ratification request for completeness and legal sufficiency and compliance with this Amendment. If satisfied that that the facts do not indicate any attempt to defraud the Authority or to engage the Authority in waste, abuse, or illegality; then the General Counsel may approve the ratification. In the alternative, the General Counsel may: (i) (ii) (iii) Refer the matter to the Office of the Inspector General for additional inquiry; Approve the request with recommendations, reservations, or corrections, and forward it to the CPRO; Deny the request, provide a reason for the denial, and forward the denial to the CPRO. (e) Ratification should not be viewed as an alternative to sound contracting procedures conducted by Office of Procurement and Materials (PRMT). The CPRO will review the ratification request. The CPRO may approve or deny the request for any reason that the CPRO believes is in the best interests of the Authority. However, unauthorized Page 11

procurement commitments made to circumvent procurement statutes and regulations or to perpetuate fraud, waste and/or abuse may not be ratified. The CPRO must find that the commitment resulted from an urgent or emergency need of the Authority, or from a reasonable mistake of fact on the part of WMATA personnel. The CPRO must also find that the contractor relied to its detriment on the apparent authority of the WMATA personnel making the unauthorized commitment. (f) Ratifications shall not be effected if the resulting contracting action would not otherwise be proper. Examples include instances when funds are not available for the obligation, unauthorized commitments made to perpetuate fraud, waste or abuse, or if WMATA was otherwise prevented by law from acquiring the supplies delivered or the services provided. 2-8E RESPONSIBILITY The following documentation is necessary in order to process a ratification in the Office of Procurement. Requesting Office. This office is responsible for the completion of the process shown below. Completion of the requisite documentation is necessary for the CPRO and General Counsel s approval. However, completion of this documentation, itself does not require approval from either the CPRO or the General Counsel: (i) (ii) (iii) (iv) A statement signed by the individual who made the unauthorized procurement commitment, or in the case where the person is no longer employed by WMATA, the statement shall be prepared by a person gathering the facts about the incident, describing the circumstances, including the reason that standard contracting/ procedures were not followed. The statement shall also identify the bona fide WMATA requirement which necessitated the commitment, the benefit(s) received by WMATA, its value, the relevant dates, and any other pertinent facts, as stated in the attached form. (See, Appendix B ). Contractor supporting data, including original invoices and other documents that substantiate the transaction. In addition, PRMT may request that the contractor provide a letter explaining why the firm provided the product/service without a signed order or contract to authorize the procurement. A complete purchase request to authorize funding for the unauthorized procurement commitment, certifying that funds are currently available; and Documentation verifying fairness and reasonableness of price, based on evaluation of actual costs incurred. Chief Financial Officer/or OMBS Officer The OMBS or CFO is responsible for certifying the availability of funding in advance of approval of a ratification request. The OMBS or CFO will assist the requesting office in the identification, and if necessary reprogramming, of funding to address the costs associated with the requested ratification. The OMBS or CFO may refuse to certify a ratification request until funding has been identified sufficient to meet the costs associated with the request. Page 12

General Counsel. This office is responsible for review and approval of the legal sufficiency of the ratification request documentation. The General Counsel is also responsible for review of any of the contractor s incurred costs according to the cost principles outlined in FAR part 31. (d) Office of Procurement. After analyzing the documentation submitted by the Requesting Office, the CPRO, or a warranted contracting officer, will substantiate the following: (1) A valid requirement for the supplies/services existed at the time of the unauthorized commitment; (2) Supplies/services were provided to, and accepted by WMATA. WMATA obtained or will obtain a benefit resulting from the unauthorized commitment; (3) Standard acquisition procedures could have been used for this acquisition; (4) The contracting action resulting from the ratification would have otherwise been proper if made by an authorized Contracting Officer, his delegate or an authorized Purchase Cardholder; (5) Funds are currently available to ratify the unauthorized procurement commitment (6) The price is fair and reasonable. (7) If approved, PRMT will prepare a proper contracting action. This action will include the following text: STATEMENT OF RELEASE In consideration of the (delivery/purchase/task order or contract) which is agreed to as complete payment for (supplies or services) provided on (date), the Contractor hereby releases WMATA from any and all liability for further claims attributable to such facts and circumstances giving rise to this (delivery/purchase/task order or contract). (8) If disapproved, PRMT shall consult with the Office of General Counsel (COUN) before further action is taken with the contractor. 2-8F ENFORCEMENT The CPRO is responsible for the enforcement of this section. Violation of this policy regarding unauthorized procurement commitments for the first time will result in a written warning to all nonrepresented personnel involved. Non-represented personnel who become repeat offenders may be subject to any disciplinary action imposed by the CPRO, in consultation with HR and the employee s supervisor, up to and including termination of employment. For represented personnel, the CPRO will consult with the appropriate union representative prior to imposing any discipline. Contractor personnel who engage in unauthorized procurement commitments may be subject to immediate termination. Page 13

2-8G RELATED POLICIES, REGULATIONS & RESOLUTIONS Board Resolution 2011-30 Policy on Delegations for Written Agreements Procurement Procedures Manual 2-8H LIST OF APPENDICES, ATTACHMENTS OR FORMS Delegation of Authority to Ratify Unauthorized Procurement Commitments Form for Determination to Ratify an Unauthorized Procurement Commitment Page 14

ATTACHMENT A DELEGATION OF AUTHORITY TO RATIFY UNAUTHORIZED PROCUREMENTS Page 34

ATTACHMENT B DETERMINATION TO RATIFY UNAUTHORIZED PROCUREMENT COMMITMENT Page 35

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2-9 ORGANIZATIONAL CONFLICTS OF INTEREST Definition An organizational conflict of interest means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to WMATA, or the person s objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage. An organizational conflict of interest occurs when any of the following circumstances arise: i. Lack of Impartiality or Impaired Objectivity When the contractor is unable, or potentially unable, to provide impartial and objective assistance or advice to the recipient due to other activities, relationships, contracts, or circumstances. Such an organizational conflict of interest would occur, for example, if the service the contractor is to perform under a contract with WMATA might involve that contractor in evaluating its own performance or the performance of an affiliate under another WMATA contract. ii. Unequal Access to Information The contractor has an unfair competitive advantage through obtaining access to nonpublic information during the performance of an earlier contract. Such an organizational conflict of interest would occur, for example, in the contractor s service under a prior contract gave it access to nonpublic, proprietary information of a company competing with it for a subsequent contract. It merits note that relevant case law makes clear that no unfair competitive advantage is created by an offeror s prior performance of a particular requirement. WMATA is under no obligation to equalize other offerors with an incumbent by providing information in the hands of the incumbent due to prior performance of the requirement. iii. Biased Ground Rules During the conduct of an earlier procurement, the contractor has established the ground rules for a future procurement by developing specifications, evaluation factors, or similar documents. To ensure objective contractor performance and eliminate unfair competitive advantage, contractors that develop or draft specifications, requirements, statements of work, invitations for bids and/or requests for proposals shall be excluded from competing for such procurements. Prohibition Against Organizational Conflicts of Interest: WMATA shall analyze each planned acquisition in order to identify and evaluate potential organizational conflicts of interest as early in the procurement process as possible, and avoid, neutralize, or mitigate potential conflicts before contract award. In any instance in which WMATA first becomes aware of an organizational conflict of interest after contract award, it shall conduct a review to determine whether the organizational conflict of interest was reasonably foreseeable and should have been identified by the contractor prior to award. In an instance where WMATA first becomes aware of an organizational conflict of interest after award, the Chief Procurement Officer may in his/her discretion terminate the contract or, if reasonably possible, take appropriate steps to avoid, neutralize or mitigate such organizational conflict of interest. Identifying and Addressing Organizational Conflicts of Interest The contracting officer and designated COUN attorney shall analyze every planned procurement to determine whether there is an opportunity for an actual or apparent conflict of interest. The clause shown in the following subsection requiring offerors to identify any potential or actual organizational conflict of interest shall be included in all solicitations, absent a written determination by the contracting officer and the cognizant COUN attorney that there is no opportunity for an actual or apparent conflict of interest and such a clause is not necessary Page 34

for the procurement. In any instance where a potential or actual organizational conflict of interest is identified, the procurement shall be reviewed by the Chief Procurement Officer and the General Counsel. The Chief Procurement Officer shall be responsible for ensuring that such organizational conflict of interest is appropriately avoided, neutralized or mitigated. The Chief Procurement Officer shall not act to address an organizational conflict of interest without concurrence from the General Counsel. (d) Contract Clause Regarding Conflicts of Interest: Contractors are expected to notify WMATA to what they believe to be potential conflicts of interest and to offer a workable solution. To alert contractors to and prevent conflicts of interest, Contracting Officers shall require that the following clause be inserted in all solicitations, absent a written determination by the contracting officer and the COUN attorney that there is no opportunity for an actual or apparent conflict of interest and such a clause is not necessary for the procurement: CONFLICT OF INTEREST In the event that a proposer believes that it or any of its potential subcontractors may have an organizational conflict of interest (a situation in which it may be perceived to enjoy an unfair competitive advantage or which may impair its objectivity in performing the contract work), it shall notify the Contracting Officer in writing, identifying the nature and circumstances of the perceived conflict and proposing appropriate measures to eliminate or mitigate the situation. The Contracting Officer will review the circumstances and the proposed mitigation and notify the proposer accordingly, determining that no mitigation is required, or accepting the proposed measures, or recommending additional measures, or that the conflict cannot be mitigated. The failure of a proposer to identify such perceived conflicts may result in the proposer being disqualified from the competition, or any contract award being rescinded or terminated for default. Should a successful proposer identify after award a conflict which it could not reasonably have anticipated prior to award, it shall promptly notify the contracting officer, who shall consider steps to mitigate or eliminate the conflict. Should no such steps be feasible, the Contracting Officer may terminate the contract in accordance with the contractual provisions regarding termination for the convenience of the Authority. 2-10 STANDARDS OF CONDUCT Authority procurements shall be conducted in a manner above reproach and, except as authorized by law, with complete impartiality and without preferential treatment. The Compact (Article III Section 10) provides in part that no Director ( Director as used in this Section refers to any member of the Authority s Board of Directors), Officer, or employee shall: Have a financial interest, either directly or indirectly, in any contract, sale, purchase, lease or transfer of real or personal property to which the Board or the Authority is a party; and In connection with services performed within the scope of his official duties, solicit or accept money or any other thing of value in addition to the compensation or expenses paid to him by the Authority. Page 35

(d) (e) (f) (g) The Compact further provides that: Any director, officer or employee who shall willfully violate any provisions of this section shall, in the discretion of the Board, forfeit his office or employment; and Any contract or agreement made in contravention of this section may be declared void by the Board. It is the policy of the Authority that all personnel shall perform their official duties in such manner as to avoid even the appearance of a conflict of interest. No employee, officer, agent, or board member, or his or her immediate family member, partner, or organization that employs or is about to employ any of the foregoing may participate in the selection, award, or administration of a contract if a conflict of interest, real or apparent, would be involved. Such a conflict would arise when any of those previously listed has a financial or other interest in the firm considered for selection or award. This provision is applicable to individuals involved in any aspect of the acquisition lifecycle, including but not limited to serving on a Technical Evaluation Team (TET). No employee, officer, agent, or board member may solicit or accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. Policy/Instruction 7.8.10 ( P/I 7.8.10 ) establishes the Authority s Standards of Conduct and defines its policy on conflicts of interest, gratuities, negotiation for employment, post-authority employment restrictions and related matters. This regulation applies to all Authority personnel in the exercise of their Authority duties. All procurement personnel must ensure that they complete the 7-8-10-3 (The Confidential Statement of Affiliations and Financial Interest) form on an annual basis and are familiar with and follow the requirements of P/I 7.8.10 as revised. The Chief Procurement Officer shall develop and maintain an electronic database of the information obtained on an annual basis on the Confidential Statement of Affiliations and Financial Interest form for the procurement personnel s disclosure statements. Procurement Managers (PMs) shall be responsible for assigning procurement tasks consistent to avoid any Conflicts of Interest based on the information obtained on an annual basis. PRMT will work with HROS and the Office of the Secretary to develop and maintain a database for the information obtained for personnel authorized to participate in the acquisition lifecycle to include but not limit to all Directors, AGMs, COUN, and Board Members. Prior to the evaluation of proposals, those with access to the database shall run a search to ensure that there are no Conflicts of Interest based on the information provided in section (d) above. A certification shall be made in the resultant Procurement Record and retained with the contract file. Any violation of these standards may be cause for disciplinary action, including dismissal, if appropriate. In order to assure that contractors are put on proper notice, Contracting Officers shall insert, in all contracts, the General Provision articles titled Officials Not to Benefit and Gratuities, which are prescribed in Chapter 23 Procurement Forms and Provisions. Page 36

2-11 REPORTING OF SUSPECTED IMPROPER OR UNLAWFUL CONDUCT Contracting Officers shall report to the CPRO suspected improper or unlawful conduct in connection with procurement activities, including suspected anti-trust violations, as soon as practicable after discovery, including: Identical bids when the procurement is estimated to exceed the simplified acquisition threshold. Bids containing evidence of anti-trust law violations. In this case, the CPRO shall consult with COUN as soon as practicable, to ascertain whether a reasonable basis exists for believing that collusion has occurred amongst any businesses, for purposes of defrauding the Authority. The CPRO should notify the Authority s Transit Police Department and the Office of the Inspector General after consulting with COUN. Practices or events that may include violations of anti-trust laws include the following: The existence of an industry price list or price agreement to which a contractor refers in formulating its offer; A sudden change from competitive bidding to identical bidding; Simultaneous price increases or follow-the-leader pricing; Rotation of bids or proposals, so that each competitor takes a turn in sequence as the low bidder, or so that certain competitors bid low only on some sizes of contracts and high on other sizes; Division of the market, so that certain competitors bid low only for contracts solicited by certain agencies, or for contracts in certain geographic areas or on certain products, and bid high on all other contracts; Establishment by competitors of a collusive cost or price estimating system; The filing of a joint bid by two or more competitors when at least one of the competitors has sufficient technical capacity and/or productive capacity for performance, unless such joint bid is for the purpose of promoting the Authority s Disadvantaged Business Enterprise ( DBE ) Program (Chapter 7). Incidents suggesting direct collusion among competitors, such as the appearance of identical calculations or spelling errors in two or more competitive offers, or the submission by a single firm of offers for other firms; or Assertions by employees or former employees, or competitors or proposers, that an agreement to restrain trade exists. 2-12 PROHIBITION AGAINST CONTINGENT FEES Improper influence, as used in this section, means any influence that induces or intends to induce an Authority employee or office to give consideration to or to act regarding an Authority contract on any basis other than the merits of the contract. To prevent the actual or attempted exercise of improper influence by a contractor, their agents or representatives upon Authority personnel for purposes of obtaining Authority contracts, each solicitation shall: Contain language giving notice to prospective contractors of the prohibition against contingent fee arrangements; and Require contractor agreement to a covenant against contingent fees. Contracting Officers shall not award any contract to a contractor that has made arrangements to pay a contingent fee or other consideration for soliciting or obtaining a Page 37

contract unless the contingent fee arrangement is between contractors and their bona fide employees or agencies. (d) If a Contracting Officer has reason to believe that a prospective contractor is or has been involved in a contingent fee arrangement, the Contracting Officer shall inform the CPRO, in writing, including any evidence or documentation of the alleged agreement. If the CPRO determines that a prospective contractor has entered into an agreement to pay a prohibited contingent fee, the Contracting Officer shall notify the prospective bidder that it is no longer eligible for award of the contract. If the CPRO determines that the contractor has already paid a prohibited contingent fee under an existing contract, the Contracting Officer shall terminate such existing contract or take other appropriate remedial action. To prevent contingent fees, Contracting Officers shall require that the following clause be inserted in the Representations, Certifications, and Acknowledgements section of all solicitation documents: COVENANT AGAINST CONTINGENT FEES The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the contractor for the purpose for securing business. For breach or violation of this warranty, the Authority shall have the right to annul this Contract without liability or in its discretion, to deduct from the Contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. By submission of this [bid or proposal] the [bidder or proposer] certifies, and in the case of a joint [bid or proposal], each party thereto certifies as to its own organization, that in connection with this procurement: It [ ] has, [ ] has not, employed or retained any company or persons (other than a full-time, bona fide employee working solely for the [bidder or proposer]) to solicit or secure this contract, and It [ ] has, [ ] has not, paid or agreed to pay any company or person (other than a full-time, bona fide employee working solely for the [bidder or proposer]) any fee, commission, percentage, or brokerage fee contingent upon or resulting from the award of this contract. 2-13 REVOLVING DOOR RESTRICTION General: Contracting Officers must give notice to contractors that they are not to offer employment to any officer or employee of the Authority who has been involved, directly or indirectly, in any matter of financial interest to the contractor until at least one year after the officer or employee has ceased employment with the Authority. This restriction may be waived by the CPRO if the Authority officer or employee has ceased involvement in or responsibility for the matter; or if the Authority officer or employee has been subject to a reduction in force. The following clause shall be inserted in all Authority contracts: EMPLOYMENT RESTRICTION WARRANTY Page 38

a) The Contractor warrants that it will not offer employment to any officer or employee of the Washington Metropolitan Area Transit Authority ( Authority ) who has been involved, directly or indirectly, in any matter of financial interest to the Contractor until at least one year after the officer or employee has ceased involvement in or responsibility for the matter. b) The Contractor further warrants that it will not employ any Authority officer or employee who has had direct responsibility for any matter of financial interest to the Contractor within the year prior to the retirement or termination of the officer or employee until at least one full year after such officer or employee has left the employment of the Authority. c) The one year requirement described in this provision may be waived at the discretion of the Chief Procurement Officer, if the Authority employee or former employee has been subject to a Reduction in Force; in such case the Contracting Officer will provide the Contractor with a letter to that effect. d) If a waiver is granted, or if a former officer or employee of the Authority is eventually hired, the Contractor shall be responsible for ensuring that the former officer or employee is not directly involved in negotiating or otherwise dealing with the Authority on any particular matter over which such employee had responsibility during his or her period of employment at the Authority. e) Should the Contractor fail to comply with paragraphs a), b) or d) above, the Contracting Officer shall have the right to withhold payment under this Contract in an amount not-to-exceed 2% of the total Contract amount as liquidated damages to the Authority, such withholding to be in addition to any other withholding under this Contract. Further, the Authority shall consider such violation in evaluating the Contractor s responsibility in connection with the award of any other Authority Contract. 2-14 TECHNOLOGY PROCUREMENTS To ensure that all acquisitions of information technology and telecommunications systems and services comply with existing departmental and enterprise-wide controls, all IT procurements greater than or equal to $25,000 must be approved by the AGM of Information Technology prior to starting the procurement process. 2-15 CONTRACTOR EMPLOYEE CRIMINAL BACKGROUND CHECK Background screenings will be conducted on all prospective contractor employees, working or performing services at any WMATA facility, to ensure that they do not have a background of criminal offenses that exceed those listed in Appendix D of P/I 7.2.3, Background Screenings. Contractor employees whose background screenings indicate criminal offenses that exceed those specified in Appendix D are precluded from receiving an identification badge and having access to WMATA property. Upon award of procurement actions requiring the services of contractors who must have access to WMATA property, appropriate requests for background screenings must be made using the Consumer Authorization for Release of Personal Information SmarTrip Contractor Identification Badge and/or Access to Metro Properties and Facilities form. Upon receipt of this form, HR Operations Services/ID Office will perform the necessary Page 39

background screenings utilizing a third-party vendor in compliance with federal law. Only HR Operations Services/ID Office is authorized to perform contractor background screenings. All contractors must authorize WMATA to perform the relevant background screenings. Refusal to authorize WMATA to perform a background screening will result in automatic denial of badging. Prospective contractors will be notified by WMATA s third party vendor of any information contained in their background screening results that will negatively impact upon the contractor s ability to obtain an identification badge. The contractor will be provided a five-day window to dispute the negative information. Should the negative information be proven to be in error and the contractor eligible to receive an identification badge, WMATA may then proceed with the badging process. Should the negative information stand as reported, the contractor will be denied badging and the vendor notified. (d) Contract Administrators must insert notification of this requirement in all solicitations and contracts under which contractor personnel will perform work on Authority property or at Authority facilities regardless of the dollar value of the procurement action. For procurements of supplies or services under the Simplified Acquisition Procedures threshold ($150,000), the Contract Administrator must make a determination based on the nature of the supplies to be furnished or the services to be performed, as to whether a criminal background check requirement should be included in the purchase order. If it is determined that a background check is required, the Contract Administrator must include the appropriate language in the Request for Quotes ( RFQ ) and purchase order. If a contractor is required to perform work at an Authority facility, the Contract Administrator must instruct the Program Office or Contracting Officer s Technical Representative ( COTR ) to coordinate with the HR Operations Services/ID Office to perform the necessary background screenings utilizing a third party vendor in compliance with federal law. If a contractor is required to perform work at an Authority facility, the Contract Administrator must insert the following clause in the solicitation, RFQ and the resulting contract or purchase order: PRE-EMPLOYMENT CRIMINAL BACKGROUND CHECK REQUIREMENT Criminal background checks of all contractor employees working at a WMATA facility on this contract will be required pursuant to Metro Policy/Instruction 7.2.3, Background Screenings and Metro Policy/Instruction 6.10/5, Metro Employee Identification Cards, Section 5.04. Eligibility for access to WMATA property will be based on WMATA s pre-employment Criminal Background Check criteria. WMATA will provide the contractor employees with background check consent forms that the contractor s employees must complete and sign. The forms will require the contractor employees to appear in person, provide their full legal names, including middle initials if applicable, as well as their Social Security numbers, in addition to other information that will be necessary to conduct the background checks. The operating hours are Monday through Friday from 7:30 AM 3:30 PM except holidays. Upon receipt of the completed, signed forms, WMATA will conduct background checks including criminal court searches and Social Security Number verifications of the contractor employees. If there is derogatory information that would disqualify a contractor employee from receiving a badge to access WMATA property, the Contractor and its employee will be notified that the background check failed. The completed forms are secured in a Page 40

locked file cabinet and are destroyed one year after the expiration date on the contractor employee s badge. These background checks are expected to take one (1) business day for processing. The contractor employee must allow sufficient time for completion. The background check is free of charge. Background checks are conducted to promote a safe work environment and to protect our company s most important assets: the people we serve and the people with whom we serve. This enables WMATA management to make prudent decisions and maintain a high quality workforce. Contractor employees who successfully complete the background checks are eligible to enter WMATA property once they are issued a contractor badge. Contractor employees who do not authorize background checks or whose background checks are unsatisfactory will not be granted contractor badges or access to WMATA property. The records generated by these background checks that contain private information will not be disclosed unless disclosure is required under the PARP/Privacy Policies. 2-16 PROCUREMENT RECORD AND CHECKLISTS Contract Administrators must assemble all relevant written records for all procurements. These requirements are addressed in greater detail in P/I 8.7/2 and Chapters 8 through 13. The records will be collected into a single file and placed into the Authority s record keeping system. To ensure all relevant procurement processes are followed and all required documents are included in the procurement record file, the appropriate checklist (refer to Appendix A for checklists) must be completed by the Procurement Manager or Contract Manager to ensure that the proper procurement processes have been followed, all considerations relevant to the procurement process have been addressed, and all components of the procurement file shall be assembled no later than 90 days after contract award. The procurement record and checklist must be reviewed by the contract manager and procurement manager. Following the review, the contract manager and the procurement manager must sign the checklist. Following this review, the procurement record including the completed checklist will be reviewed by the assigned COUN attorney to ensure legal sufficiency of the procurement. At the conclusion of the review process, the procurement record is received for placement in the Authority s filing system; the record must be checked to ensure that: The contract checklist has been prepared and checked by the appropriate PRMT management and COUN; The procurement record includes all relevant documentation including, but not limited to, the rationale for the method of procurement, selection of contract type, and contractor selection, the independent cost estimate, cost or price analysis, and evidence that the System for Award Management ( SAM ), formerly the Excluded Parties List System ( EPLS ) search was successfully conducted in the file; and The contract manager, procurement manager and COUN attorney have signed the contract checklist. If any of these requirements have not been met, the procurement file must be returned to the Contract Administrator for completion prior to its acceptance into the record keeping system. Page 41

2-17 ACCESS TO PEOPLESOFT PROCUREMENT APPLICATIONS (d) General The Office of Procurement and Materials is the owner of all procurement related data. Access to create, view or modify any of the procurement data must be approved by Procurement. The processes and procedures listed in this section must be followed to obtain access to the PeopleSoft Purchasing modules. Metro IT Security All applicants for access to PeopleSoft Procurement applications must be cleared by Metro IT Security for a PeopleSoft account before access can be provided to the Purchasing modules. Implementing Procedures The following steps list the process for obtaining access to PeopleSoft E-Procurement and Purchasing modules: The user must download the PeopleSoft Procurement Access Request Form from the Procurement intranet web page at http://intranet/cfo/prmt/index.cfm; The user must complete the form including their current office information, procurement role (i.e., Requestor, Approver), approval limits, if any, and the budget approver; All completed forms must be approved by the user s department Chief/Director; Approved forms must be scanned into an Adobe form (.pdf) document and E-mailed to procadmin@wmata.com or delivered to the Workflow Administrator in Procurement; The Workflow Administrator will determine whether the user received the required PeopleSoft Procurement application training. The user will be informed of any training requirements within one day of submitting the request form to the Workflow Administrator; o If the user requires training, the required training must be completed before the request form can be processed. The training schedule can be found at http://intranet/cfo/prmt/index.cfm; When training has been completed, the Workflow Administrator will approve the request and forward to Metro IT Security to set-up the access within three business days of Procurement s approval of the form; and Once the access is set-up by Metro IT Security, Procurement will configure and confirm the user s workflow routing process and inform the user within 2 business days. Maintaining Users and Roles User and role changes, except in the event of employee termination, must be requested by the Program Office utilizing the following procedure: Requests must be E-mailed to procadmin@wmata.com specifying staff replacements to ensure that the routing of existing documents continues without interruption; The Workflow Administrator will configure the workflow accordingly and inform Metro IT Security of the user and role inactivation. Metro IT Security will inactivate the user and or role within 3 business days of notification by Procurement; In the event an employee is terminated, Human Resources will inform Metro IT Security requesting immediate access removal. Metro IT Security will remove access to on demand and scheduled actions and inform the Workflow Administrator so any workflow reconfiguration can be accomplished; Once Metro IT Security removes access the employee or former employee will not be able to access PeopleSoft Procurement applications; and If the former user or former employee has any Approver roles, the Workflow Administrator will work with the Program Office to determine alternate approval routes and reconfigure the workflow. Page 42

(e) Reassigning User Roles Users requiring access for any new assignments must complete a new Procurement Access Request Form. That form will be processed in the same manner listed in the Implementing Procedures. Likewise, Program Offices must notify the Workflow Administrator of any roles or assignments requiring removal. These requests will be processed in the same manner as the Maintaining User Roles procedures. 2-18 PLAN OF CONTRACTS General All procurement actions greater than $150,000 (on an absolute values basis) including new procurement actions, modifications to existing contracts and exercising contract options are included in the Plan of Contracts ( POC ). The POC is updated annually as part of the ongoing procurement planning process. The POC is updated in one of two ways either annually through the budget development process or on an individual procurement action basis. Additions to the POC During the Annual Budget Process In the annual budget process Users, Project Managers and Program Offices may enter procurement actions for the coming fiscal year regardless of funding source. For capital funded projects multi-year funding information may be included as appropriate. This process allows new procurement actions to be entered separately from contract modifications and options. To enter contract actions through this mechanism Users, Project Managers or Program Offices must: o Login via the PRMT Intranet site and select new awards or modifications and contract options. o Once the appropriate selection has been accessed, contract actions can be added, modified or deleted. The addition, deletion or modification of contract actions must be accomplished prior to the cut-off date posted on the PRMT Intranet site. Additions to the POC Not as Part of the Annual Budget Process Users, Project Managers and Program Offices may also enter or delete procurement actions at other times. This is accomplished utilizing one of the workflow routings in the MEAD System. To add or delete procurement actions through this mechanism Users, Project Managers or Program Offices must: o Logon to the MEAD System then: For Action select: MEAD; For Board Resolution select: No; For Title enter a brief description of the action being requested; For Prepared For enter the Project Manager or other Point of Contact; For MEAD Purpose select: Additions to POC; and For Funding Source: select operating or capital. On the second screen complete the three sections highlighted with red text must be completed as follows: o For Item #4 Plan of Contracts Title/CIP # : The title as it is intended to appear in the POC should be entered; o For Item #9 MEAD Amount : The total amount of the requested action for all fiscal years should be entered; and o For Item #13 Electronic Attachments : The completed POC Add/Delete Form should be uploaded. Page 43

The POC Add/Delete Form can be accessed through the PRMT Intranet site by selecting Procurement and Related Quick Links, and then selecting Procurement Common Forms. When the selections and entries have been made and the attachment uploaded, the approved request is routed automatically to the Chief Procurement Officer ( CPRO ). Upon CPRO review and approval of the request the POC is updated and the requestor and appropriate Procurement Manager are notified of the change by E-mail. The POC Add/Delete form is attached below: Page 44

2-19 MAINTAINING THE PLAN OF CONTRACTS DATABASE General Once a planned procurement action, either a new procurement or contract modification record, is entered into the POC database, it can be updated as often as necessary. Each update creates a new record thereby maintaining a history of all changes to the procurement or modification record. Only the most recent version of the item is active, but all versions of the record are linked to provide the change history for the record. Fields that are revised are highlighted in yellow for ease of identification. Therefore, it is possible to follow the history of procurements from initiation through contract award and subsequent modification(s). Accessing the POC Database The POC database is accessed from the Project Management Information System ( PMIS ). Upon login to the PMIS system select POC DB from the left side of the menu bar at the top of the screen. Once the database has opened, viewing the procurement items is controlled by selecting one of the following options: Page 45

Procurement Actions This selection has five options. The options are: Create New Procurement ; Export Data ; Procurement Board Monthly Report ; Edit Activity Date Change Reasons ; and Edit FY Plan Year. The functionality provided under each of these options is covered in the sections below. Procurement Actions Requiring Additional Data This section displays records that do not have complete data associated with them. The drop-down allows the number of records displayed to be increased. The default number of records displayed is 10. All Active Procurement Actions This option is shown following the Procurement Actions Requiring Additional Information. This view of the database includes all active procurements including those in the previous view of those record requiring additional data. The default number of records to display is 10. Show Inactive Procurement Actions This check box is shown following the first group of database records displayed under All Active Procurement Actions. If the check box is selected only completed and deleted procurements are displayed. The following sections will detail the navigation steps and functionality associated with the menu options listed above. Page 46

Procurement Actions Create New Procurement This option displays a form allowing for a new record to be directly created in the POC database. o o Selecting the Cancel Button deletes any data entered and returns to the previous screen. The Cancel Button may be selected at any time while creating a record. If the Cancel Button is selected prior to saving the data no record will be created. To continue with entering a record, the Project Type, either Operating or Capital, must be selected from the drop down list. Once a selection is made the database proceeds to the next screen. If Capital is selected the following screen will appear: Page 47

o The system requires that the appropriate Project be selected from the dropdown list in the P6 Project field. To complete the record entry the Title of Requirement and Summary Description fields, at a minimum, must be entered. Please note that once entered and saved the P6 Project field cannot be edited from the POC database. If Operating is selected the system will display the screen shown above without the P6 Project field. Otherwise the same minimum data requirements apply. When creating a new database record, data for the remaining fields should be entered to the extent that it is known. The following bullets provide information about the data fields shown on the above form: Record Type Provides four options in a drop-down list: Base should be selected for entry of a required contract or contract modification through the annual budget process; Addition should be selected to indicate that the record is being added subsequent to the annual budget process; Changed Record should be selected to indicate that the record has been updated with new information, revised information or both; and Deleted should be selected for a procurement action that is no longer required. Page 48

Contract Type The drop-down list allows for the record to be identified as a new procurement or contract modification. Modification Number If the Contract Type is identified above as a modification then the modification number should be added in this field. Solicitation Type The anticipated procurement method should be selected from the drop-down list. The options are IFB, RFP, and RFQ. PRMT Group The drop-down list identifies the group within Procurement that will be responsible for completing the procurement action. The options in the drop-down list are: Rail, Bus, Operations, and Technology & Support. Contract Manager The PRMT manager responsible for the procurement group selected above should be selected from the drop-down list. Planned CA Responsible Similar to the field above the drop-down list allows for identification of the CA expected to handle the procurement. Actual CA Responsible This field identifies the CA that actually completes the required procurement action. The CA identified may or may not be the same as the CA identified in the previous field. Title of Requirement This field as previously described is how the procurement will be identified in the database and any subsequent reports. Summary Description This field contains a brief description of the procurement. It should be used to clarify the scope or nature of the procurement. Comments Allows for any relevant comments concerning the procurement that should be associated with the record. Sole Source The box should be checked if the procurement is expected to be processed as a sole source. Note: all contract modifications are considered sole source procurements. DBE % For federally funded procurements the DBE participation goal identified on the goal setting form should be entered in this field. Amount Exceeds The check box should be selected if a reprogramming action is needed to fund the procurement action. Budget Approval The check box should be selected when the requisition is approved by Budget. Required Procurement Initiation Date This field establishes one of the procurement planning dates. The date entered in this field should reflect the date by which the procurement should be initiated taking into account product lead time and anticipated procurement cycle time. Cost/Price Analysis Date This field records the completion of the cost or price analysis by Procurement. OIG Review Completion Date If the procurement action requires review by the OIG this field documents when that review has been completed. Required Date of Award Similar to the Required Procurement Initiation Date field this field serves as a milestone by which a procurement action must be awarded to maintain a project timeline. Signed MOD Date This field identifies the date the contract modification was approved. Number of Option Years This field allows for the number of options years to be displayed. If the contract does not have any options the field should be filled with a 0. Value of Option Years If the previous filed includes a number greater than 0, the value of the option years should be included in this field. Page 49

Award Amount When the contract is awarded the award amount should be entered in this field. The Award/Signed Date should also be entered in the appropriate field. FY12 This field is used to identify current fiscal year funding available for the procurement action. Multiple Year Funding The box should be checked if the procurement action is funded from multiple fiscal years. The funding amount for each fiscal year should be entered in the appropriate fields if this box is checked. o Once the appropriate entries have been made, selecting the Save Button will create or update the record. Export Data Selecting this menu option creates an export of all database records in an Excel format. Once the export is created a dialog box will allow for the export file to be opened or saved. Select the appropriate option to continue. o Once an export file is created, the database records may be manipulated using the features of Excel. Please note that any changes made to the exported records will only appear in the exported file, NO changes are made in the POC database. Procurement Board Monthly Report Selecting this option creates an Excel report summarizing procurement activity for all database records. This report is used in preparing the GM/CEO s monthly report of procurement activity for the Authority s Board of Directors. Edit Activity Date Change Reasons This option allows for the creation of new reasons or edit of existing reasons used in conjunction with the action date fields to provide information about the milestone dates associated with each record in the POC database. These reasons allow Procurement management and Project Managers to better understand the status of procurement actions. Edit FY Plan Year This option allows for updating the fiscal year in which funding is anticipated to occur in relation to the procurement action. (d) Procurement Actions Requiring Additional Data This view displays records for which one or more of the fields shown on the Create Procurement Action screen are blank. Each record shown in this view may be updated using the options shown in the Actions field. This field is displayed in the last column of the database. To view this field scroll to the far right of the record(s) requiring additional data. The view appears as follows: Sorting Records The first row under each field enables a simple data sorting function. The sorting function toggles between a sort from lowest to highest and from highest to Page 50

(e) lowest. Based on the contents of the field being either text or numeric the lowest values are A or 0. Search all Columns There is a search dialog box located above the Field titles on the far right of the database home screen. The dialog box is labeled Search all columns. The functionality of the search function is to return all records that contain the numeric or character string entered into the dialog box. o Using this search dialog box CAs can locate all procurements assigned to them by entering their name in the search dialog box. In the Actions field each record has three data editing options: Details ; Edit ; and Activities. Each of these options is explained in greater detail below: Details This option displays a view with three parts: editing option buttons appear at the top of the screen, all of the record s fields including all previous records now part of the record history are displayed in the middle of the screen and the bottom portion of the screen is the table of procurement action dates. The following bullets provide additional detail on the editing options available from the above view. o Back Button This button will return you to the POC home screen. o Edit Button Selecting this button opens all of the record fields to editing. The view is divided into two parts. The top portion of the screen lists all of the fields that require information as shown below: Page 51

If selected the Cancel Button returns to the previous screen. If the Activity Dates Button is selected the Procurement Action Dates screen is shown. (This screen is discussed in greater detail below.) The bottom portion of the screen provides edit access to all fields in the record as shown below: Page 52

o The Contents of the drop-down lists and information required in the fields listed above is explained in detail in 2-19 above. Once the appropriate addition(s) or change(s) is made the record must be saved by selecting the Save Button. To maintain the record unchanged select the Cancel Button. Activity Dates Button The Activity Dates Button provides access to enter and revise milestone dates associated with the procurement action described in each record on the Procurement Action Dates view. This view appears as follows: Page 53

Only the Current Planned and Actual Date columns may be edited. The Original Planned Date column is populated by the first date entered into the Current Planned Date column. Subsequent updates appear in the Current Planned column. Upon completion of each milestone the actual completion date is entered into the Actual Date column. Date entries will not be updated or saved unless the Save Changes Button is selected. The Back to Procurement Action Button returns to the Procurement Actions Details view. Edit If the Edit option is selected it has the same effect as selecting the Details option and then selecting the Edit Button from the Procurement Action Details view above. The edit capabilities that are accessed from this view are also described in the preceding section. Activities If the Activities option is selected the Procurement Action Dates view is displayed. The functionality is the same as if the Activity Dates Button is selected from the Details option above. Regardless of the navigation path selected to create or modify a record in the POC database all changes must be saved to become effective. In contrast, selecting the Cancel Button will delete any entries and return to the previous view without modifying the record. To exit the POC database select Logoff from the top right portion of the PMIS title bar. Page 54