RFP Bus Contract Outline

Introduction

This document outlines a Request for Proposals (RFP) for a negotiated Bus procurement
contract. The document was developed by the APTA Procurement Terms and Conditions
Working Group as a recommended practice for use by transit agencies.

An RFP is generally used when the scope of work or specification is less well defined. In
addition, this type of procurement may be used in cases where the vehicle involves
“emerging” technology or there is a requirement to discuss warranty provisions or design
considerations.

The outline has been created to facilitate the development of a Bus package that is consistent
throughout the industry, providing a uniform format for numbering and organizing such
documents. The use of standard formats for commonly used procurement contracts will
improve the ability of industry participants to prepare contracts that contain all necessary
provisions and that facilitate the incorporation of best available practices.

Many industries have standard forms of contracts for the acquisition of goods and services.
Buyers and sellers in those industries become familiar and comfortable with those forms. The
goal of creating a common method of contracting enables participants to focus, when
necessary, on negotiating only those issues for which a departure from the accepted norm is
necessary or desirable. This approach will save considerable time and effort for the parties to
a particular transaction. It also permits new provisions or evolving best practices to be
incorporated into the standard contract for that industry efficiently and in a manner designed
to benefit the entire industry. Finally, standardization leads to a consistency of interpretation
which presumably should reduce the number of contract disputes and result in better prices
for both the public and private sectors.

It is understood that transit agencies will need to modify this document to reflect local and
state rules, regulations and laws, and that they will insert the standard contract language that
they have developed in the appropriate places in the document. However, modifications to
the standard format should be made in a manner that will maintain the structural integrity of
the outline: the numbering of unused articles should be maintained and accompanied by the
notation that they are “Not Used” or are “Reserved”.

The outline for a Bus contract RFP is organized as follows:

The Request for Proposals (Section 1) contains general information to prospective

proposers regarding the RFP package and can also be used as notification of the RFP to the
public or an advertisement of the procurement opportunity.

The Instructions to Proposers (Section 2) provide detailed requirements that proposers

must follow in submitting their proposal. This section also includes evaluation criteria and
information of interest to the proposer regarding Agency contract award procedures.
The General Conditions (Section 3), once customized by each Agency, should contain the
standard terms and conditions and should only be modified by language added in the Special
Provisions section.

The Special Provisions (Section 4) should be customized to meet the Agency’s specific
requirements for each individual project or contract, as well as local and state requirements.
They are intended to amend and supplement the General Conditions to meet the individual
requirements of each project.

The Federal Requirements (Section 5) should be removed when the project is not funded
with Federal funds.

The Technical Specifications would be attached as Section 6.

The Warranty Requirements (Section 7) include requirements to warrant the operation of

the Bus.

The Quality Assurance (Section 8) covers manufacturing, inspection and acceptance

procedures.

Under normal practice, the Forms and Certifications (Section 9) are submitted with the
proposal or the proposal may be considered non-responsive.

Sample Contract and Sample Bond Forms (Section 10) are included in the document. The
Contract will incorporate that surviving terms of the RFP as well as the Contractors proposal
in a binding document to be executed by the Agency and successful proposer within a
designated time period following award.

Appendices (Section 11) detail the requirements of import files.

 OUTLINE

SECTION 1 – REQUEST FOR PROPOSALS

Date, time and location of proposal receipt (SBPG 1.1.3.1)

Sealed proposals in original and (number) copies must be received at the address shown in
“Procuring Agency and Contracting Officer” (Section 1.1.1.1)until (date/time) for the
provision of (number of buses, spare parts, options, etc.). All labor, equipment, and
materials shall be furnished in strict accordance with the delivery schedule and conditions of
the Contract Documents. Proposals and subsequent offers shall be valid for a period of
(Procuring Agency to specify, not less than 90 and not more than 180 days) days .

Alternate: (BART and SBPG 1.1.3.1)

Proposal Due Date and Submittal Requirements

Proposals must be received by 2:00 p.m., local time, on Tuesday, ____________________. 20__.

1. Proposals shall be submitted to either of the following addresses:

For Special Delivery or Hand Delivery: or By U.S. Mail

2. Envelopes or boxes containing proposals shall be clearly labeled in the manner as specified (immediately
above), and shall also be labeled: “Proposal No. ___________, (Title of RFP) .”

3. The number of copies of the proposal to be furnished shall be as follows:

a. (e.g. Ten (10)) complete copies, one marked "ORIGINAL."

b. One (1) complete copy, excluding COST INFORMATION and any STATEMENT OF QUALIFICATIONS
AND BUSINESS REFERENCES. This copy shall be clearly marked on the front page with "PUBLIC
RECORDS COPY" in conspicuous letters

Proposals and subsequent offers shall be valid for a period of (Procuring Agency to specify, not less than 90
and not more than 180 days) days .

Pre-proposal meeting information (SBPG 1.1.1.3 AND 1.1.2.1)

A pre-proposal conference will be held by the Procuring Agency at (address)

and at the time specified in “Solicitation Schedule.”

Prospective Offerors are requested to submit written questions to the Contracting Officer in
advance of the pre-proposal conference. Prospective Offerors are reminded that any changes
to the RFP will be by written addenda only and nothing stated at the pre-proposal conference
shall change or qualify in any way any of the provisions in the RFP and shall not be binding
on the Procuring Agency.
 Alternative: (BART and SBPG 1.1.2.1)
A pre-proposal meeting will be held on day , date . The meeting will convene at (time) in the Procuring
Agency’s ____ Room, located at _________. Prospective proposers are urged to make every effort to attend
this only scheduled pre-proposal meeting.

Prospective Offerors are requested to submit written questions to the Contract Administrator, identified below,
in advance of the pre-proposal conference. Prospective Offerors are reminded that any changes to the RFP will
be by written addenda only and nothing stated at the pre-proposal conference shall change or qualify in any way
any of the provisions in the RFP and shall not be binding on the Procuring Agency.

Title/Description of the work to be done (SBPG 1.1.1.2)

Procuring Agency requests proposals for the manufacture and delivery of transit buses/spare
parts in accordance with the terms and conditions set forth below. The Contract shall be a
firm-fixed price Contract.

Alternative: (Agency Sample)

Procuring Agency requests proposals for the manufacture and delivery of transit buses/spare parts in accordance
with the terms and conditions set forth below. The Contract shall be a firm-fixed price Contract.

Specifically, the Agency is requesting the following types of buses: ________

Contact person, address, phone and email

Name:
Address:
Phone Number:
Email:
Alternative: (BART)
Please direct all questions concerning the technical aspects of this RFP to Mr./Ms. (enter department manager’s
name or his/her designated representative) (optional: phone ) (fax: ) and
all questions concerning Disadvantaged Business Enterprise (DBE) participation to Mr./Ms. (Enter Office of
Civil Right’s Manager’s name or his/her designated representative), (optional: phone )
(fax: ________________). All other questions concerning this RFP should be directed to Mr./Ms. (name),
Contract Administrator (optional: phone ) (fax: ).

Identification of source of funding (Metro Akron)

Financial support of this project is provided through financial assistance grants from the
Federal Transit Administration (FTA), State of _____ (__DOT) and name of Procuring
Agency. Any obligations of Procuring Agency and other Transit Authorities are contingent
upon receipt of adequate funding.

Other locally required notice provisions

Dated and signed for posting

SECTION 2 – INSTRUCTION TO PROPOSERS

IP 1 Quantities (Agency Sample)

DESCRIPTION OF WORK

The work under these Contract Documents consists of the manufacture and delivery of a
base order of Xxx Bus Types. In addition to the base order request of Xxx Bus Types, the
Proposer shall also provide a quote for three options. The base order and options are defined
in Section IP 11.3.2 – Price Proposal Requirements.

IP 2 Proposed Schedule for the Procurement (SBPG 1.1.1.3)

The following is the solicitation schedule for Offerors:

Pre-proposal Conference (insert date and time)

Offeror Communications and Requests due at least (fifteen days) before
proposal due date
Proposal Due Date (insert date and time)

IP 3 Obtaining Proposal Documents (BART)

Proposal Documents may be obtained from the (Procuring Agency to insert name), in person
on the XXrd Floor at (location), or by mail at (insert address). Documents requested by mail
will be packaged and sent postage paid. Requests must be accompanied by either cash,
check, or postal money order drawn in favor of the Procuring Agency in the following
amount, which includes any applicable sales tax, and is not refundable: (Delete if no charge)

RFP Book and Techical Specifications (Includes forms for submittal of Bids) ...... $[Insert price]
.................................................................................................................................................$ 2.50

Bidders are informed that all of these documents will be required in the preparation of Bids.
Each Bid shall be on a prescribed Bid Form and shall be for the entire Contract including all
Bid Items.

IP 4 Proposal Security requirements (AC Transit)

Each offer shall be accompanied by a certified or cashier’s check, cash, or a bond, from a
surety licensed to do business in the State of (Specify), in the sum of not less than 20% of the
Total Base Price. Said checks or bond shall be made payable to the order of the (Specify
name of Procuring Agency or other appropriate designation). Offeror shall complete Form
(Insert Agency Standard Bond Form). If the offer is not accepted by the District within 120
calendar days after the date set for the opening of the offer, or if the Offeror to whom the
contract is awarded executes and delivers to the District the required Contract Forms, then
the amount of the cash or the certified or cashier’s check shall be returned to the Offeror.
IP 5 Pre-Proposal Meeting/Information for Proposers (SBPG 1.1.1.3 and 1.1.2.1)

A pre-proposal conference will be held by the Procuring Agency at (address)

and at the time specified in “Solicitation Schedule.”

Prospective Offerors are requested to submit written questions to the Contracting Officer in
advance of the pre-proposal conference. Prospective Offerors are reminded that any changes
to the RFP will be by written addenda only and nothing stated at the pre-proposal conference
shall change or qualify in any way any of the provisions in the RFP and shall not be binding
on the Procuring Agency.

Alternative: ( BART)
A pre-proposal meeting will be held on day , date . The meeting will convene at (time) in the Procuring
Agency’s ____ Room, located at _________. Prospective proposers are urged to make every effort to attend
this only scheduled pre-proposal meeting.

Prospective Offerors are requested to submit written questions to the Contract Administrator, identified in
Section 1 – Request for Proposals above, in advance of the pre-proposal conference. Prospective Offerors are
reminded that any changes to the RFP will be by written addenda only and nothing stated at the pre-proposal
conference shall change or qualify in any way any of the provisions in the RFP and shall not be binding on the
Procuring Agency.

IP 6 Questions and Clarifications (SBPG 1.1.2.2 edited)

All correspondence, communication and/or contact in regard to any aspect of this solicitation
or offers shall be with the Contract Specialist identified in “Contact Person, Address, Phone
and Email” (Section 1 – Request for Proposals) above, or his/her designated representative.
Offerors and their representatives shall not make any contact with or communicate with any
members of the Procuring Agency, or its employees and consultants, other than the Contract
Specialist in regard to any aspect of this solicitation or offers.

At any time during this procurement up to the time specified in IP2 - “Proposed Schedule
for the Procurement, above, Offerors may request, in writing, a clarification or interpretation
of any aspect, or a change to any requirement of the RFP or any addenda to the RFP.
Requests may include suggested substitutes for specified items and for any brand names,
which whenever used in this solicitation shall mean the brand name or approved equal. Such
written requests shall be made to the Contract Specialist and may be transmitted by facsimile.
The Offeror making the request shall be responsible for its proper delivery to the Procuring
Agency per “Contact Person, Address, Phone and Email” (Section 1 – Request for
Proposals) on the form “Request for Pre-Offer Change or Approved Equal” provided as
Attachment 1 following this Section 2 – Instructions to Proposers.. The Procuring Agency
will not respond to oral requests except those made at the pre-proposal conference, which
shall be tentative responses. Any oral response at a pre-proposal conference which is not
confirmed by an addendum shall not be official or binding on the Procuring Agency. Any
request for a change to any requirement of the Contract documents must be fully supported
with technical data, test results, or other pertinent information evidencing that the exception
will result in a condition equal to or better than that required by the RFP, without substantial
increase in cost or time requirements. Any responses to such written requests shall be
provided by the Procuring Agency in the form of addenda only. Only written responses
provided as addenda shall be official and all other forms of communication with any officer,
employee or agent of the Procuring Agency shall not be binding on the Procuring Agency.

If it should appear to a prospective Offeror that the performance of the Work under the
Contract, or any of the matters relating thereto, is not sufficiently described or explained in
the RFP or Contract documents, or that any conflict or discrepancy exists between different
parts thereof or with any federal, state, local or Procuring Agency law, ordinance, rule,
regulation, or other standard or requirement, then the Offeror shall submit a written request
for clarification to the Procuring Agency within the time period specified above.

IP 7 Addenda to RFP (SBPG 1.1.2.3 edited)

The Procuring Agency reserves the right to amend the RFP at any time. Any amendments to
or interpretations of the RFP shall be described in written addenda. The Procuring Agency
shall provide copies of Addenda to all prospective Offerors officially known to have received
the RFP. Prospective Offerors, or their agents, shall be responsible to collect the addendum at
the address provided in “Contact Person, Address, Phone and Email” (Section 1 – Request
for Proposals or receive same otherwise. Notification of or the addendum will also be mailed
or delivered to all such prospective Offerors officially known to have received the RFP and
to the address provided by each prospective Offeror . Failure of any prospective Offeror to
receive the notification or addendum shall not relieve the Offeror from any obligation under
its proposal as submitted or under the RFP, as clarified, interpreted or modified. All addenda
issued shall become part of the RFP. Prospective Offerors shall acknowledge the receipt of
each individual addendum and all prior addenda in their proposals. Failure to acknowledge in
their proposals receipt of addenda may at the Procuring Agency's sole option disqualify the
proposal.

If the Procuring Agency determines that the addenda may require significant changes in the
preparation of proposals, the deadline for submitting the proposals may be postponed by the
number of days that the Procuring Agency determines will allow Offerors sufficient time to
revise their proposals. Any new Due Date shall be included in the addenda.

IP 8 EEO/DBE Requirements for Transit Vehicle Manufacturers (SBPG 1.1.3.5)

Pursuant to Title 49, Code of Federal Regulations, part 23.67, an Offeror, as a condition of
being authorized to respond to this solicitation, must certify by completing “DBE
APPROVAL CERTIFICATION” (Section 1.1.6.7), that it has on file with the Federal
Transportation Administration (FTA) an approved or not disapproved annual Disadvantaged
Business Enterprise (DBE) subcontracting participation goal.

Alternative (NYCT edited)

(Here is sample language about DBE Regulations. This sample language may be supplemented by local
program requirements.)

DISADVANTAGED BUSINESS ENTERPRISE PARTICIPATION

The Supplier or any Subcontractor shall not discriminate on the basis of race, color, national origin, or sex in
the performance of this Contract. The requirements of 49 CFR Part 26.49, Transit Vehicle Manufacturer’s
(TVM) Certification of Compliance with Disadvantaged Business Enterprise (DBE) Regulations, are
incorporated in this Contract by reference. Failure by the Supplier to carry out these requirements is a
material breach of the Contract which may result in the termination of this Contract or such other remedy, as
the Procuring Agency deems appropriate.

IP 9 Conditions, Exceptions, Reservations or Understandings (SBPG 1.1.2.4 edited)

Proposals stating conditions, exceptions, reservations or understandings (hereinafter

“deviations”) relating to the RFP may be rejected. Offerors may submit an alternate proposal
that states deviations so long as a basic proposal not containing deviations is submitted.
Offerors may propose alternates either within one overall proposal or by submitting more
than one proposal. Any alternate proposal shall include a price proposal in accordance with
Section IP 11.3.2 - “Price Proposal Requirements”.

Any and all deviations must be explicitly, fully and separately stated in the proposal by
completing form(s) provided in the form “Form for Proposal Deviation” provided as
Attachment 2 following this Section 2 – Instructions to Proposers, setting forth at a
minimum the specific reasons for each deviation so that it can be fully considered and, if
appropriate, evaluated by the Procuring Agency. All deviations not found by the Procuring
Agency to be unacceptable shall be evaluated in accordance with the appropriate evaluation
criteria and procedures, and may result in the Offeror receiving a less favorable evaluation
than without the deviation.

IP 10 Protest Procedures (SBPG 1.1.5.5)

Any protests by an interested party regarding this procurement shall be made in accordance
with (reference state or local law, ordinance and/or regulation). After such administrative
remedies have been exhausted, an interested party may file a protest with the Federal Transit
Administration (FTA) of the U.S. Department of Transportation pursuant to the procedures
provided in FTA C 4220.1D. Alleged violations of certain federal requirements provide a
separate complaint procedure. See, for example, Buy America Requirements, 49 CFR 661
(Section 661.15) and Participation by Disadvantaged Business Enterprise in Department of
Transportation Programs, 49 CFR 23 (Section 23.73).

Failure to comply with the above protest procedures will render a protest untimely and/or
inadequate and shall result in its rejection.

Alternate (BART and SBPG 1.1.5.5)

PROTESTS:

A. Address: All protests must be in writing, stating the name and address of protestor, a contact person,
Contract number and/or title and shall specify in detail the grounds of the protest and the facts supporting the
protest.

All protests must be addressed as follows:

For Special Delivery or Hand Delivery:

 Insert Proper Address

For U.S. Mail:

Insert Proper Address

Protests not properly addressed to the Procuring Address shown above may not be considered by the Procuring
Agency.

Copies of the Procuring Agency’s Protest Procedures and the protest provisions of Federal Transit
Administration (FTA) Circular 4220.1E may be obtained from the Procuring Agency's Insert Appropriate
Contact Name and Address, Telephone (xxx) [Insert Contract Specialist’s phone number]. Proposals will
be opened and a Notice of Award will be issued by the Procuring Agency in accordance with the Procuring
Agency’s Protest Procedures and the protest provisions of FTA Circular 4220.1E.

B. Pre-Proposal Protests: Pre-Proposal Protests are protests based upon the content of the solicitation
documents. XXX (x) copies of pre-Proposal protests must be received by the Procuring Agency's Office no
later than _______ * (xxx) calendar days prior to Proposal opening. A written decision specifying the grounds
for sustaining all or part of or denying the protest will be transmitted to the protestor prior to the opening of
Proposals in a manner than provides verification of receipt prior to the opening of Proposals. If the protest is
sustained, the Proposal opening date may be postponed and an Addendum issued to the solicitation documents
or, at the sole discretion of the Procuring Agency, the advertisement may be canceled. If the protest is denied,
Proposals will be received and opened on the scheduled date unless a protest is filed with FTA. See Paragraph
D below.

C. Protests on the Recommended Award: All Offerors will be notified of the recommended Award. This
notice will be transmitted to the Offeror at the address contained in its Proposal Form in a manner that provides
verification of receipt. Any Proposer whose Proposal has not lapsed may protest the recommended Award on
any ground not specified in Paragraph B above. Xxx (xx) copies of a full and complete written statement
specifying in detail the grounds of the protest and the facts supporting the protest must be received by the
Procuring Agency at the appropriate address in Paragraph A above no later than Xxx (xx) calendar days after
the date such notification is received. A written decision stating the grounds for allowing or denying the protest
will be transmitted to the protestor and the Proposer recommended for Award in a manner that provides
verification of receipt, prior to issuing the Notice of Award. Such decision shall be final.

D. FTA Review: A Proposer or prospective Proposer who submits a protest may request FTA review of
Procuring Agency action on a protest subject to the following requirements: FTA review is limited to the
alleged failure of the Procuring Agency to have written protest procedures, the alleged failure of the Procuring
Agency to follow those procedures, the alleged failure of the Procuring Agency to review a protest, or the
alleged violation of Federal law or regulation; an appeal to FTA must be received by FTA's Regional
Administrator for Region (Insert number) in (Indicate City), within Xxx (xx) working days after the Procuring
Agency's final Decision is received by the Proposer or prospective Proposer or Xxx (xx) working days after the
Proposer or prospective Proposer learned or should have learned of the Procuring Agency’s final Decision or
other basis of appeal to FTA; a copy of the appeal filed with the FTA shall be submitted to the Procuring
Agency at the address shown above.
Failure to comply with the above protest procedures will render a protest untimely and/or inadequate and shall
result in its rejection.

* The number of days specified may vary between 7 and 21, depending upon the length of time between advertisement
and Bid opening. Note that a short period will require quick staff response to avoid postponement of Bid opening.
IP 11 Preparation of Proposals

IP 11.1. Use of Proposal Forms (LACMTA IP-6)

a. The proposal shall be formatted in accordance with the requirements

specified herein. Proposals shall include the forms provided with the
solicitation documents, or on legible photocopies of the forms. Proposers
shall complete the forms in accordance with the directions specified in
these Instructions and the forms. All required explanatory narratives and
the supplementary data are to be included with the proposal forms as
indicated.

b. Pencil or erasable ink shall not be accepted. Initial all modifications made
to the proposer's entries and identify the proposer's name on the top right
of each page. Liquid or dry correction materials shall not be used.

c. Failure to comply with the requirements outlined in these solicitation

documents may render the proposal(s) incomplete and may cause proposal
rejection. This RFP does not commit Metro to enter into a contract nor
does it obligate Metro to pay for any costs incurred in the preparation and
submission of proposals.

Alternate: (Language created by Dick)

Submittal of Proposals

Offerors are advised that the forms contained in this RFP are the forms required to be used for submission of a
proposal. Each Proposal shall be on the prescribed Proposal Form(s) and shall be for the entire Contract
including all Proposal Items.

IP 11.2. Alternate and Multiple Proposals (LACMTA IP-7)

Proposers are cautioned to limit exceptions, conditions, limitations to the provisions of this
RFP as they may be determined to be so fundamental as to cause rejection of the proposal for
not responding to the requirements of the RFP.

Proposers submitting conforming proposals may submit alternate proposals to this RFP as
complete separate offers, if the alternate proposals offer technical improvements or
modifications that are to the overall benefit of the Metro. Metro reserves the right to accept
or reject any alternate proposal. Oral or telephonic proposals and/or modifications shall not
be considered.

IP 11.3. Proposal Format Requirements (SBPG 1.1.3.4 edited)

Proposals shall be submitted in two (2) separately sealed packages. Each package shall be
marked as specified below and shall contain all of the proposal documents for which the
package is required to be marked and no other documents. These same requirements shall
apply to any Best and Final Offers which may be requested.
PACKAGE NO. 1

TECHNICAL PROPOSAL

(Name of Procurement)

1. Letter of Transmittal
2. Technical Proposal
3. References and Non-priced Information (if provided by Offeror)

SUBMITTED BY:

(Offeror's name and address)

PACKAGE NO. 2

PRICE PROPOSAL

(Name of Procurement)

1. Price and Proposal

2. Pricing Schedule
3. Supporting Data

SUBMITTED BY:

(Offeror's name and address)

No cost, price or financial information of any kind shall be included in Package No. 1 or in
any of the proposal documents that it will contain.

Proposal packages shall be addressed and delivered to the address specified in “Contact
Person, Address, Phone and Email” (Section 1 – Request for Proposals)

IP 11.3.1. Technical Proposal Requirements (SBPG 1.1.3.2.1, 1.1.3.2.2 and 1.1.3.2.3

edited)

(NOTE: Procuring Agency to develop and insert instructions to Offerors specifying the
format and content of the technical proposal.)

Offeror Qualifications Statement

The Offeror shall state on the form “Offeror Service and Parts Support Data” provided as
Attachment 3 following this Section 2 – Instructions to Proposers the representatives
responsible for assisting the Procuring Agency, as well as the location of the nearest
distribution center which shall furnish a complete supply of parts and components for the
repair and maintenance of the buses to be supplied. The Offeror shall also state below, or by
separate attachment, its policy on transportation charges for parts other than those covered by
warranty.

In addition, the Offeror shall provide the following information:(NOTE: Procuring Agency to
specify the information necessary to evaluate against the qualifications requirements of
Section IP 12.4 – Proposal Selection Process.

Technical Proposal
(NOTE: Procuring Agency to specify two types of information that Offerors shall include in
the technical proposal: (1) the specific information needed to evaluate against the evaluation
criteria of Section IP 12.4 – Proposal Selection Process and (2) the information that
qualifies and quantifies the features of the bus offered that contractually commits the Offeror
to deliver a specific bus design.)

Management Plan
(NOTE: Procuring Agency to specify the information required for any Management Plan
required to be included in the proposal consistent with any specific management
requirements and any evaluation criteria of Section IP 12.4 – Proposal Selection Process.)

IP 11.3.2. Price Proposal Requirements (SBPG 1.1.3.3 edited)

(NOTE: Procuring Agency to specify the specific pricing data required and include the
appropriate forms which prices are to be proposed.)

The Offeror is required to complete and execute the Procuring Agency’s Pricing Schedule
contained as part of the bid documents and provide same in the price proposal. The
Contractor shall be liable for payment of all local taxes applicable to the complete bus as
delivered and should add these amounts to the Offer price. The Procuring Agency shall
furnish to all prospective Offerors a list of applicable state and local taxes imposed by the
Procuring Agency’s state or local governments. The Procuring Agency shall be liable for any
such state and local taxes applicable to the complete bus as delivered that are promulgated
and become effective between the Due Date and the delivery date.

IP 11.3.3. Contact Administration Package Requirements (SBPG 2.10.1.1)

The Offeror and (if selected) Contractor shall submit evidence that it will be capable of
meeting the bid specifications.

IP 11.3.4. Proprietary/Confidential Information Package (Language created by

Dick)

Offeror is directed to collect and submit any information it deems to be proprietary or

confidential in nature in a separated marked and sealed package. Subject package shall be
submitted in accordance with the terms and conditions governing the submittal of Proposer’s
offer to this RFP.
Offeror is advised that the Procuring Agency is a public agency and as such is subject to
certain local Public Records Act provisions regarding the release of information concerning
this RFP. If a request if received by the Procuring Agency for the release of Proposer’s
propriety/confidential information, subject request will be referred to the Proposer for review
and consideration. If Proposer chooses to declare the information proprietary/confidential
and withhold it from release it shall defend and hold harmless the Procuring Agency from
any action arising in Court from such a declaration.

IP 11.4. Agency Treatment of Proprietary/Confidential Information (SBPG 1.1.4.5)

NOTE: The following provision should be considered as a guideline for drafting a clause
which is consistent with local laws.

Access to government records is governed by the (city state or local law). Except as
otherwise required by the (city state or local law), the Procuring Agency will exempt from
disclosure proprietary information, trade secrets and confidential commercial and financial
information submitted in the proposal. Any such proprietary information, trade secrets or
confidential commercial and financial information which an Offeror believes should be
exempted from disclosure shall be specifically identified and marked as such. Blanket-type
identification by designating whole pages or sections as containing proprietary information,
trade secrets or confidential commercial and financial information will not assure
confidentiality. The specific proprietary information, trade secrets or confidential commercial
and financial information must be clearly identified as such.

(a) (If it is possible under the local law to separate the confidential information from the
proposal, the following may be included:)

The Offeror may (or shall) submit proprietary information, trade secrets or confidential
commercial and financial information, which an Offeror believes should be exempted from
disclosure, in a separate volume specifically identified and marked as such as an appendix to
the proposal.

The following information is not required to be included in the Proposal, but the Offeror shall
make it available for review by the Procuring Agency:

Procuring Agency to insert requirements

Upon a request for records from a third party regarding this proposal the Procuring Agency
will notify in writing the party involved. The party involved must respond within twenty (20)
calendar days with the identification of any and all “proprietary, trade secret, or confidential
commercial or financial” information and the party involved shall indemnify the Procuring
Agency’s defense costs associated with its refusal to produce such identified information;
otherwise, the requested information may be released.

The Procuring Agency shall employ sound business practices no less diligent than those used
for the Procuring Agency's own confidential information to protect the confidence of all
licensed technology, software, documentation, drawings, schematics, manuals, data and other
information and material provided by Offerors and the Contractor pursuant to the Contract
which contain confidential commercial or financial information, trade secrets or proprietary
information as defined in or pursuant to the (city state or local law) against disclosure of
such information and material to third parties except as permitted by the Contract. The
Contractor shall be responsible for ensuring that confidential commercial or financial
information, trade secrets or proprietary information, with such determinations to be made by
the Procuring Agency in its sole discretion, bears appropriate notices relating to its
confidential character.

IP 11.5. Signing of proposal forms (LACMTA IP-8)

A. Proposer or its authorized representative (Proposer’s Representative) shall execute

the Proposal and all required solicitation documents. Proposers shall submit
evidence of the Proposer’s Representative’s authority.

B. If the proposer is a joint venture or partnership, it shall submit with its proposal a
duly notarized Venturer or Partner-executed Irrevocable Power of Attorney that
designates the Proposer’s Representative along with a copy of the signed Joint
Venture or Partnership Agreement. The Proposer’s Representative shall be
empowered to execute the proposal on behalf of the proposer and to act for and
bind the proposer in all matters relating to the proposal. The Irrevocable Power of
Attorney shall specifically state that each venturer or partner shall be jointly and
severally liable for any and all of the duties and obligations of the proposer that
are assumed under the proposal and under any contract arising therefrom. The
Proposer’s Representative shall execute the proposal on behalf of the joint venture
or partnership in its legal name.

Alternative: (Agency Sample)

Proposals shall include firm name (and, in the event the Proposer is a joint venture, the names of the individual
firms comprising the joint venture), business address, and the name, title and business address of the responsible
individual(s) representing the joint venture principals, with their telephone and facsimile (fax) numbers, who
may be contacted during the proposal evaluation period for scheduling oral presentations as well as for
receiving notices from the Procuring Agency.

Proposals shall be signed by an official authorized to bind the Proposer.

IP 11.6. Modification or Withdrawal of Proposals (SBPG 1.1.3.6 edited)

A modification of a proposal already received will be accepted by the Procuring Agency only
if the modification is received prior to the Proposal Due Date, or is specifically requested by
the Procuring Agency, or is made with a requested BAFO. All modifications shall be made in
writing and executed and submitted in the same form and manner as the original proposal.

A Offeror may withdraw a proposal already received prior to the Proposal Due Date by
submitting, in the same manner as the original proposal, to the Procuring Agency a written
request for withdrawal executed by the Offeror's authorized representative. After the proposal
Due Date, a proposal may be withdrawn only if the Procuring Agency fails to award the
Contract within the proposal validity period prescribed in Section 1 – Request for Proposals
or any agreed upon extension thereof. The withdrawal of a proposal does not prejudice the
right of an offeror to submit another proposal within the time set for receipt of proposals.

This provision for modification and withdrawal of proposals may not be utilized by an
Offeror as a means to submit a late proposal and, as such, will not alter the Procuring
Agency's right to reject a proposal.

IP 11.7. Cost of Proposal Development (BART)

This RFP does not commit the Procuring Agency to enter into a contract, to pay any costs
incurred in the preparation or presentation of a proposal, or to procure or contract for the
equipment.

1. The Procuring Agency reserves, at its sole discretion, the right to reject any and all
proposals solicited by this RFP and to waive informalities and minor irregularities in any
proposals received.

2. The Procuring Agency also reserves, at its sole discretion, the right to negotiate with all
qualified Proposers, or to cancel this RFP in whole or in part.

3. The Procuring Agency may require selected Proposers to participate in negotiations and
to submit additional cost or technical data or other revisions of its proposals as may result
from such negotiations.

4. The Procuring Agency may request Proposer(s) to extend the validity period of its
proposal beyond the requirements set forth in IP 12.2 – Duration of the Validity of
Proposals by written agreement between the Procuring Agency and the Proposer(s)

IP 12 Proposal Evaluation, Negotiation and Selection (SBPG 1.1.4.3 edited)

Proposals will be evaluated, negotiated, selected and any award made in accordance with the
criteria and procedures described below. The approach and procedures are those which are
applicable to a competitive negotiated procurement whereby proposals are evaluated to
determine which proposals are within a competitive range. Discussions and negotiations may
then be carried out with Offerors within the competitive range, after which Best and Final
Offers (BAFOs) may be requested. However, the Procuring Agency may select a proposal
for award without any discussions or negotiations or request for any BAFO(s). Subject to the
Procuring Agency's right to reject any or all proposals, the Offeror will be selected whose
proposal is found to be most advantageous to the Procuring Agency, based upon
consideration of the criteria of Section IP 12.4 – Proposal Selection Process below.

IP 12.1. Opening of Proposals (SBPG 1.1.4.1)

Proposals will not be publicly opened. All proposals and evaluations will be kept strictly
confidential throughout the evaluation, negotiation and selection process. Only the members
of the Selection Committee and Evaluation Team and other Procuring Agency officials,
employees and agents having a legitimate interest will be provided access to the proposals
and evaluation results during this period.

IP 12.2. Duration of the validity of proposals (SBPG 1.1.3.1)

Proposals and subsequent offers shall be valid for a period of (Procuring Agency to specify,
not less than 90 and not more than 180 days) days .

Alternative (BART)
Proposals submitted shall constitute a firm offer for at least one hundred and eighty (180) calendar days from
the last date for submission of proposals set forth herein. The Procuring Agency may request Proposer(s) to
extend the period of time specified herein by written agreement between the Procuring Agency and the
Proposer(s) concerned.

IP 12.3. Selection and Evaluation Committee(s) (SBPG 1.1.4.2)

(NOTE: Procuring Agency to specify how it will organize the evaluation and appropriately
title this section. The following is provided as an example.)

A Selection Committee will be established. The Committee will make all decisions regarding
the evaluations, determination of responsible Offerors and the competitive range,
negotiations and the selection of the Offeror, if any, that may be awarded the Contract. The
Selection Committee will be assisted by an Evaluation Team which will include officers,
employees and agents of the Procuring Agency. The Evaluation Team will carry out the
detailed evaluations and report all of its findings to the Selection Committee. .

IP 12.4. Proposal Selection Process (SBPG 1.1.4.3, 1.1.4.3.1 and 1.1.4.3.2 edited)

The following describes the process by which proposals will be evaluated and a selection
made for a potential award. Any such selection of a proposal by a responsible Offeror shall
be made by consideration of only the criteria set forth below in “Qualification
Requirements” and “Proposal Evaluation Criteria”. The Qualification Requirements section
specifies the requirements for determining responsible Offerors, all of which must be met by
an Offeror to be found qualified. Final determination of an Offeror’s qualification will be
made based upon all information received during the evaluation process and as a condition
for award. The Proposal Evaluation Criteria section contains all of the evaluation criteria, and
their relative order of importance, by which a proposal from a qualified Offeror will be
considered for selection. An award, if made, will be to a responsible Offeror for a proposal
which is found to be in the Procuring Agency’s best interest, price and other evaluation
criteria considered.

The procedures to be followed for these evaluations are provided in “Section IP 12.5 -
Evaluation Procedures” below.

Qualification Requirements
The following are the requirements for qualifying responsible Offerors. All of these
requirements must be met; therefore, they are not listed by any particular order of
importance. The Offeror of any proposal that the Selection Committee finds not to meet these
requirements, and cannot be made to meet these requirements, may be determined by the
Selection Committee not to be responsible and its proposal rejected. The requirements are as
follows:

(NOTE: Requirements shown in italics are examples to serve as guidelines. The Procuring
Agency is to choose and specify the appropriate requirements.)

I. 1.Sufficient financial strength and resources and capability to finance the work to be
performed and complete the Contract in a satisfactory manner as measured by:

A. Offeror's financial statements prepared in accordance with United States

Generally Accepted Accounting Principles (GAAP) and audited by an
independent certified public accountant authorized to practice in the
jurisdiction of either the Procuring Agency or the Offeror. (NOTE: Procuring
Agency to determine any minimum requirements for equity, working capital,
debt, etc. For example where it would be possible to establish some minimum
numerical values for equity, debt to assets ratio, etc. as a screening
mechanism, this should be done on an approximate basis to avoid having to
rule out an otherwise viable Offeror which is just below a rigid minimum.
Whatever measures are established should be consistent with what the
financial strength needs are for the project. Here it is only important to
determine if the Offeror will have sufficient financial strength to pay its bills
on time, fund the cash flow, and meet obligations to subcontractors. The
evaluation of financial strength should take into account the Offeror’s other
contractual commitments)

B. (NOTE: If performance bonding is specified as an alternative to or together

with other financial qualifications and assurances) Ability to secure required
bond(s) as evidenced by a letter of commitment from an underwriter
confirming that the Offeror can be bonded for the required amount.

C. Willingness of any parent company to provide the required financial guaranty

evidenced by a letter of commitment signed by an officer of the parent
company having the authority to execute the parent company guaranty.
(NOTE: If the Offeror is a subsidiary(ies) of another company(ies) or is a
joint venture, guaranties from the parents and/or corporate members of the
joint venture should be required. Language can be stipulated by the Procuring
Agency to assure that the guaranty is effective.)

D. Ability to obtain required insurance with coverage values that meet minimum
requirements evidenced by a letter from an underwriter confirming that the
Offeror can be insured for the required amount.
II. Evidence that the human and physical resources are sufficient to perform the contract
as specified and assure delivery of all equipment within the time specified in the
Contract, to include:

A. Engineering, management and service organizations with sufficient personnel

and requisite disciplines, licenses, skills, experience, and equipment to
complete the Contract as required and satisfy any engineering or service
problems that may arise during the warranty period.

B. Adequate manufacturing facilities sufficient to produce and factory-test

equipment on schedule.

C. A spare parts procurement and distribution system sufficient to support

equipment maintenance without delays and a service organization with skills,
experience, and equipment sufficient to perform all warranty and on-site
work.

III. Evidence that Offeror is qualified in accordance with Part 3: Quality Assurance
Provisions.

IV. Evidence of satisfactory performance and integrity on contracts in making deliveries

on time, meeting specifications and warranty provisions, parts availability, and steps
Offeror took to resolve any judgments, liens, fleet defects history, and warranty
claims. Evidence shall be by client references.

Proposal Evaluation Criteria

The following are the complete criteria, listed by their relative degree of importance, by
which proposals from responsible Offerors will be evaluated and ranked for the purposes of
determining any competitive range and to make any selection of a proposal for a potential
award. Any exceptions, conditions, reservations or understandings explicitly, fully and
separately stated on the “Form for Proposal Deviation (Section 1.1.6.9) which do not cause
the Procuring Agency to consider a proposal to be outside the competitive range, will be
evaluated according to the respective evaluation criteria and/or sub-criteria which they affect.

The criteria are listed numerically by their relative order of importance. However, certain
criteria may have sub-criteria that are listed by their relative order of importance within the
specific criterion they comprise. Also, certain sub-criteria may have sub-criteria that are
listed by their relative degree of importance within the specific sub-criterion they comprise.

(NOTE: Procuring Agency to define and insert the evaluation criteria. At the option of the
Procuring Agency weights should be assigned to each criterion and sub-criterion and shown
in the document. The criteria are to be listed by their order of importance in the evaluation.
The following are suggested categories of criteria for Procuring Agency consideration, but
not listed in suggested order of importance:

 Technical
 Qualifications and Resources
 Management
 Price
 Other Financial Impacts

(Example evaluation criteria are presented in an Appendix at the end of this document)

IP 12.5. Evaluation Procedures (SBPG 1.1.4.4 and 1.1.4.4.1 edited)

All aspects of the evaluations of the proposals and any discussions/negotiations, including
documentation, correspondence and meetings, will be kept confidential during the evaluation
and negotiation process.

Proposals will be analyzed for conformance with the instructions and requirements of the
RFP and Contract documents. Proposals that do not comply with these instructions and do
not include the required information may be rejected as insufficient or not be considered for
the competitive range. Procuring Agency reserves the right to request an Offeror to provide
any missing information and to make corrections. Offerors are advised that the detailed
evaluation forms and procedures will follow the same proposal format and organization
specified in Section IP 11 – Preparation of Proposals. Therefore, Offerors shall pay close
attention to and strictly follow all instructions. Submittal of a proposal will signify that the
Offeror has accepted the whole of the Contract documents, except such conditions,
exceptions, reservations or understandings explicitly, fully and separately stated on the forms
and according to the instructions of Attachment 2 - Form for Proposal Deviation contained
at the end of this Section 2 – Instructions to Proposers. Any such conditions, exceptions,
reservations or understandings which do not result in the rejection of the proposal are subject
to evaluation under the criteria of Section IP 12.4 – Proposal Selection Process.

Evaluations will be made in strict accordance with all of the evaluation criteria and
procedures specified in Section IP 12.4 - Proposal Selection Process above. The Procuring
Agency will select for any award the highest ranked proposal from a responsible Offeror,
qualified under Section IP 12.4 – Proposal Selection Process which does not render this
procurement financially infeasible and is judged to be most advantageous to the Procuring
Agency based on consideration of the evaluation Section IP 12.4 – Proposal Selection
Process.

Evaluations of Competitive Proposals

I. Qualification of Responsible Offerors. Proposals will be evaluated in accordance
with requirements of Section IP 12.4 – Proposal Selection Process to determine the
responsibility of Offerors. Any proposals from Offerors whom the Procuring Agency
finds not to be responsible and finds cannot be made to be responsible may not be
considered for the competitive range. Final determination of an Offeror’s
responsibility will be made upon the basis of initial information submitted in the
proposal, any information submitted upon request by the Procuring Agency,
information submitted in a BAFO and information resulting from Procuring Agency
inquiry of Offeror’s references and its own knowledge of the Offeror.
II. Detailed Evaluation of Proposals and Determination of Competitive Range. Each
proposal will be evaluated in accordance with the requirements and criteria specified
in Section IP 12.4 – Proposal Selection Process.

The following are the minimum requirements that must be met for a proposal to be
considered for the competitive range. All of these requirements must be met;
therefore, they are not listed by any particular order of importance. Any proposal that
the Procuring Agency finds not to meet these requirements, and may not be made to
meet these requirements, may be determined by the Procuring Agency to not be
considered for the competitive range. The requirements are as follows:

A. Offeror is initially evaluated as responsible in accordance with the

requirements of Section IP 12.4 – Proposal Selection Process, or that the
Procuring Agency finds it is reasonable that said proposal can be modified to
meet said requirements. Final determination of responsibility will be made
with final evaluations.

B. Offeror has followed the instructions of the RFP and included sufficient detail
information, such that the proposal can be evaluated. Any deficiencies in this
regard must be determined by the Procuring Agency to be either a defect that
the Procuring Agency will waive in accordance with Section IP 13.4 –
Agency Rights or that the proposal can be sufficiently modified to meet these
requirements.

C. Proposal price would not render this procurement financially infeasible, or it

is reasonable that such proposal price might be reduced to render the
procurement financially feasible.
The Procuring Agency will carry out and document its evaluations in
accordance with the criteria and procedures of Section IP 12.4 – Proposal
Selection Process. Any extreme proposal deficiencies which may render a
proposal unacceptable will be documented. The Procuring Agency will make
specific note of questions, issues, concerns and areas requiring clarification by
Offerors and to be discussed in any meetings with Offerors which the
Procuring Agency finds to be within the competitive range.

Rankings and spreads of the proposals against the evaluation criteria will then
be made by the Procuring Agency as a means of judging the overall relative
spread between proposals and of determining which proposals are within the
competitive range, or may be reasonably made to be within the competitive
range.

III. Proposals not within the Competitive Range. Offerors of any proposals that have
been determined by the Procuring Agency as not in the competitive range, and cannot
be reasonably made to be within the competitive range, will be notified in writing,
including the shortcomings of their proposals.
IV. Discussions with Offerors in the Competitive Range. The Offerors whose
proposals are found by the Procuring Agency to be within the competitive range, or
may be reasonably made to be within the competitive range, will be notified and any
questions and/or requests for clarifications provided to them in writing. Each such
Offeror may be invited for a private interview(s) and discussions with the Procuring
Agency to discuss answers to written or oral questions, clarifications, and any facet of
its proposal.

In the event that a proposal, which has been included in the competitive range,
contains conditions, exceptions, reservations or understandings to any Contract
requirements as provided in Attachment 2 - Form for Proposal Deviation contained
at the end of this Section 2 – Instructions to Proposers, said conditions, exceptions,
reservations or understandings may be negotiated during these meetings. However,
the Procuring Agency shall have the right to reject any and all such conditions and/or
exceptions, and instruct the Offeror to amend its proposal and remove said conditions
and/or exceptions; and any Offeror failing to do so may cause the Procuring Agency
to find such proposal to be outside the competitive range.

No information, financial or otherwise, will be provided to any Offeror about any of

the proposals from other Offerors. Offerors will not be given a specific price or
specific financial requirements they must meet to gain further consideration, except
that proposed prices may be considered to be too high with respect to the marketplace
or unacceptable. Offerors will not be told of their rankings among the other Offerors.

V. Factory and Site Visits. The Procuring Agency reserves the right to conduct factory
visits to inspect the Offeror's facilities and/or other transit systems which the Offeror
has supplied the same or similar equipment.

VI. Best and Final Offers (BAFO). After all interviews have been completed, each of
the Offerors in the competitive range will be afforded the opportunity to amend its
proposal and make its BAFO. The request for BAFOs shall include:

A. Notice that discussions/negotiations are concluded;

B. Notice that this is the opportunity for submission of a BAFO;

C. A common date and time for submission of written BAFOs, allowing a

reasonable opportunity for preparation of the written BAFOs;

D. Notice that if any modification to a BAFO is submitted, it must be received by

the date and time specified for the receipt of BAFOs and is subject to the late
submissions, modifications, and withdrawals of proposals provisions of the
Request for Proposal;

E. Notice that if Offerors do not submit a BAFO or a notice of withdrawal and

another BAFO, their immediate previous Offer will be construed as their
BAFO.
Any modifications to the initial proposals made by an Offeror in its BAFO shall be identified
in its BAFO. BAFOs will be evaluated by the Procuring Agency according to the same
requirements and criteria as the initial proposals Section IP 12.4 – Proposal Selection
Process. The Procuring Agency will make appropriate adjustments to the initial scores for
any sub-criteria and criteria which have been affected by any proposal modifications made
by the BAFOs. These final scores and rankings within each criteria will again be arrayed by
the Procuring Agency and considered according to the relative degrees of importance of the
criteria defined in Section IP 12.4 – Proposal Selection Process.

The Procuring Agency will then choose that proposal which it finds to be most advantageous
to the Procuring Agency based upon the evaluation criteria. The results of the evaluations
and the selection of a proposal for any award will be documented in a report.

The Procuring Agency reserves the right to make an award to an Offeror whose proposal it
judges to be most advantageous to the Procuring Agency based upon the evaluation criteria,
without conducting any written or oral discussions with any Offerors or solicitation of any
BAFOs.

IP 13 Response to Proposals

IP 13.1. Single Proposal Response (SBPG 1.1.5.2)

If only one proposal is received in response to this RFP and it is found by the Procuring
Agency to be acceptable, a detailed price/cost proposal may be requested of the single
Offeror. A price or cost analysis, or both, possibly including an audit, may be performed by
or for the Procuring Agency of the detailed price/cost proposal in order to determine if the
price is fair and reasonable. The Offeror has agreed to such analysis by submitting a proposal
in response to this RFP. A price analysis is an evaluation of a proposed price that does not
involve an in-depth evaluation of all the separate cost elements and the profit factors that
comprise an Offeror's price proposal. It should be recognized that a price analysis through
comparison to other similar procurements must be based on an established or competitive
price of the elements used in the comparison. The comparison must be made to a purchase of
similar quantity, involving similar specifications and in a similar time frame. Where a
difference exists, a detailed analysis must be made of this difference and costs attached
thereto. Where it is impossible to obtain a valid price analysis, it may be necessary to conduct
a cost analysis of the proposed price. A cost analysis is a more detailed evaluation of the cost
elements in the Offeror's Offer to perform. It is conducted to form an opinion as to the degree
to which the proposed costs represent what the Offeror's performance should cost. A cost
analysis is generally conducted to determine whether the Offeror is applying sound
management in proposing the application of resources to the contracted effort and whether
costs are allowable, allocable and reasonable. Any such analyses and the results therefrom
shall not obligate the Procuring Agency to accept such a single proposal; and the Procuring
Agency may reject such proposal at its sole discretion.

IP 13.2. Availability of Funds (SBPG 1.1.5.4)

This procurement is subject to the availability of funding. (Procuring Agency to insert a
description of the funding for this procurement, including any conditions upon which funding
is dependent) The Procuring Agency's obligation hereunder is contingent upon the
availability of appropriated funds from which payment for the Contract purposes can be
made. No legal liability on the part of the Procuring Agency for any payment shall arise until
funds are made available to the Contracting Officer for this Contract and until the Contractor
receives notice of such availability, to be confirmed in writing by the Contracting Officer.
Any award of Contract hereunder will be conditioned upon said availability of funds for the
Contract.

IP 13.3. Agency Contract Approval Process (Language created by Dick)

(Procuring Agency should insert a provision outlining its internal approval and award
process advising Offerors on the steps to be taken after completion of any evaluation
process).

IP 13.4. Agency Rights (SBPG 1.1.5.3 and 1.1.5.1 edited)

The Procuring Agency reserves the right to cancel the procurement, for sound business
reasons, at any time before the Contract is fully executed and approved on behalf of the
Procuring Agency.

The Procuring Agency reserves the right to reject any or all proposals for sound business
reasons, to undertake discussions with one or more Offerors, and to accept that proposal or
modified proposal which, in its judgment, will be most advantageous to the Procuring
Agency, price and other evaluation criteria considered. The Procuring Agency reserves the
right to consider any specific proposal which is conditional or not prepared in accordance
with the instructions and requirements of this RFP to be noncompetitive. The Procuring
Agency reserves the right to waive any defects, or minor informalities or irregularities in any
proposal which do not materially affect the proposal or prejudice other Offerors.

If there is any evidence indicating that two or more Offerors are in collusion to restrict
competition or otherwise engaged in anti-competitive practices, the proposals of all such
Offerors shall be rejected and such evidence may be a cause for disqualification of the
participants in any future solicitations undertaken by the Procuring Agency.

The Procuring Agency may reject a proposal that includes unacceptable deviations as
provided in Section IP 9 – “Conditions, Exceptions, Reservations or Understandings”.

IP 13.5. Execution of Contract (SBPG 2.2.1 and 2.7.3 edited)

The acceptance of an Offer for award, if made, shall be evidenced by a notice of award of
Contract in writing delivered in person or by registered mail to the Offeror whose Offer is
accepted. No other act by the Procuring Agency shall evidence acceptance of an Offer.
Such notice shall obligate said Offeror to commence performance under the Contract. Upon
award of the Contract to an Offeror, such Offeror shall commence performance under the
Contract by executing all Contract Guaranty Agreements provided with the Offer, by
furnishing any required bonds, and by furnishing copies of the certificates of insurance
required to be procured by the Contractor pursuant to the Contract documents within
(Procuring Agency to complete) calendar days after the date of receipt of the notice of
award or within such further time as the Procuring Agency may allow. Failure to fulfill these
requirements within the specified time is cause for termination of the Contract under Section
GC 12.4 – Termination for Convenience, Default.

IP 14 Omissions (SBPG 1.1.2.2)

If it should appear to a prospective Offeror that the performance of the Work under the
Contract, or any of the matters relating thereto, is not sufficiently described or explained in
the RFP or Contract documents, or that any conflict or discrepancy exists between different
parts thereof or with any federal, state, local or Procuring Agency law, ordinance, rule,
regulation, or other standard or requirement, then the Offeror shall submit a written request
for clarification to the Procuring Agency within the time period specified above.

IP 15 Conflicts of interest; gratuities (Language created by Dick)

Offerors are prohibited from engaging in any practice that may be considered as a Conflict of
Interest under existing State law of the Procuring Agency and to refrain from participating in
any gifts, favors or other forms of compensation that may be viewed as a gratuity in
accordance with existing laws.

IP 16 Agency Specific Provisions

REQUEST FOR PRE-OFFER CHANGE OR APPROVED EQUAL
(Procuring agency to insert RFP number)

This form must be used for requested clarifications, changes, substitutes or approval of items
equal to items specified with a brand name, and must be submitted as far in advance of the
Due Date as specified in “Questions and Clarifications” (Section IP 6).

Request #: _________________ Offeror:

Solicitation Ref: Page: Section:

Questions/Clarification or Approved Equal:

Procuring Agency:

Attachment 1
FORM FOR PROPOSAL DEVIATION
(Procuring Agency to Insert RFP Number)

The following form shall be completed for each condition, exception, reservation or
understanding (i.e., deviation) in the proposal according to “Conditions, Exceptions,
Reservations and Understandings” (Section IP 9). One copy without any price/cost
information is to be placed in the technical proposal as specified in “Technical Proposal
Requirements” (Section 1.1.3.2) and a separate copy with any price/cost information placed
in the price proposal as specified in “Price Proposal Requirements” (Section 1.1.3.3).

Deviation #: Offeror:

Solicitation Ref: Page: Section:

Complete Description of Deviation

Rationale (Pros & Cons):

Attachment 2
OFFEROR SERVICE AND PARTS SUPPORT DATA

Location of nearest Technical Service Representative to Procuring Agency

Name ____________________________________________

Address ____________________________________________

Telephone ____________________________________________

Offeror to describe technical services readily available from said representative.

Location of nearest Parts Distribution Center to Procuring Agency

Name ____________________________________________

Address ____________________________________________

Telephone ____________________________________________

Offeror shall describe the extent of parts available at said center.

Policy for Delivery of Parts and Components to be Purchased for Service and
Maintenance

Regular Method of Shipment ____________________________________________

Cost to Procuring Agency ____________________________________________

Attachment 3
 SECTION 3 - GENERAL CONDITIONS

GC 1 GENERAL (SBPG 2.1)

The following are definitions of special terms used in this document.

Authorized Signer. The person who is executing this Contract on behalf of the
Offeror/Contractor and who is authorized to bind the Offeror/Contractor.

(a) (for use in negotiated procurements) (b) (for use in competitive bidding)
Best and Final Offer (BAFO). The last Offer
made by a proposer. If a BAFO is not
specifically requested by the Procuring Agency,
or if the proposer does not timely respond to a
request for BAFO, the most recent, current Offer
is the BAFO.

Procuring Agency. __________________(insert

name)___________________________________

Contract. The Offer and its acceptance by the Procuring Agency as manifested by the
contract documents specified in "Contract Documents" (Section 2.2.2).

Contracting Officer. The person who is executing this Contract on behalf of the Procuring
Agency and who has complete and final authority except as limited herein.

Contractor. The successful Offeror who is awarded a Contract for providing all buses and
equipment described in the contract documents.

Defect. Patent or latent malfunction or failure in manufacture, installation, or design of any

component or subsystem.

Due Date. The date and time by which Offers (proposals or bids) must be received by the
Procuring Agency as specified in "Instructions to Offerors" (Section 1.1.3 of Procuring
Agency's solicitation).

Offer. A promise, if accepted, to deliver equipment and services according to the underlying
solicitation of the Procuring Agency documented using the prescribed form in the
solicitation, including any bid or proposal or Best and Final Offer.

Offeror. A legal entity which makes an Offer, including a bidder or proposer.

Related Defect. Damage inflicted on any component or subsystem as a direct result of a

separate Defect.

(a) Competitive Negotiation (b)Sealed Bids

 Solicitation. Procuring Agency's Request for Solicitation. Procuring Agency's Invitation
Proposals for Bids

Supplier or Subcontractor. Any manufacturer, company, or agency providing units,

components, or subassemblies for inclusion in the bus. Supplier items shall require
qualification by type and acceptance tests in accordance with requirements defined in Part 3:
Quality Assurance Provisions.

Work. Any and all labor, supervision, services, materials, machinery, equipment, tools,
supplies, and facilities called for by the Contract and necessary to the completion thereof.

GC 2 MATERIALS AND WORKMANSHIP (SBPG 2.7.5)

The Contractor shall be responsible for all materials and workmanship in the construction of
the bus and all accessories used, whether the same are manufactured by the Contractor or
purchased from supplier. This provision excludes tires, fare boxes, radios, and any
equipment leased or supplied by the Procuring Agency, except insofar as such equipment is
damaged by the failure of a part or component for which the Contractor is responsible, or
except insofar as the damage to such equipment is caused by the Contractor during the
manufacture of the buses. Risk of damage to or loss of the buses is the subject of
"Assumption of Risk of Loss" (Section 2.3.1.4). (NOTE: Procuring Agency may wish to
provide a procedure for claims by Contractor against the Procuring Agency.)

GC 2.2. Hazardous Material Identification and Material Safety Data (UTAH – I don’t have
this document so I don’t know the clause number!)

As used in this provision: (a) “hazardous materials” shall mean any substances present in
quantities and in forms which require investigation, removal, cleanup, transportation,
disposal, response or remedial action (as the terms “response” and “remedial action” are
defined in Section 101 of the Comprehensive Environmental Compensation and Liability Act
of 1980, as amended, 42 U.S.C. §9601 (23) and (24)) under any applicable federal, state or
local environmental law, regulation, ordinance, rule or bylaw, as such are amended from time
to time, whether existing as of the date hereof, previously enforced or subsequently amended;
and (b) “release” shall mean any releasing, spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, disposing or dumping. The Contractor
shall comply with all relevant federal, state, and local statutes, rules, regulations and
ordinances pertaining to such work. The Contractor shall take all necessary precautions to
protect the Contractor’s personnel, the Authority’s personnel, and the public from exposure
to hazardous materials. The Authority has obtained an International Standards Organization
(“ISO”) 14001 Environmental Management Systems (EMS) certification. The Contractor
hereby acknowledges that its Work may affect the Authority’s ability to meet the obligations
of the EMS. A partial list of these activities, products, or services is available at the
Authority’s website, www.rideuta.com. If the Contractor has the potential to impact the
environment, the Contractor must submit additional environmental documents addressing
specific measure.
GC 3 CONFORMANCE WITH SPECIFICATIONS AND DRAWINGS (UTAH – I don’t have
this document so I don’t know the clause number!)

Materials furnished and Work performed by the Contractor shall conform to the requirements
of the Technical Specifications and other Contract Documents. Materials furnished or Work
performed which does not comply with such requirements will be considered non-
conforming. Non-conformance includes, but is not limited to: (a) Work performed or
Materials furnished contrary to the Authority’s instructions; (b) Work added, deleted or
changed to or from the requirements of the Contract Documents without the written
authorization of the Authority; (c) Work which includes the incorporation of unapproved
substitutions or unapproved Materials; or (d) Work performed or Materials furnished without
the required testing, inspection or other conformance documentation or without required
warranties.

(SBPG 2.2.5)
Notwithstanding the provision of drawings, technical specifications, or other data by the
Procuring Agency, the Contractor shall have the responsibility of supplying all parts and
details required to make the bus complete and ready for service even though such details may
not be specifically mentioned in the drawings and specifications. Fare collection equipment,
communication equipment, and other items that are installed by the Procuring Agency shall
not be the responsibility of the Contractor unless they are included in this Contract.

GC 3.1 Correction of Defective Work (UTAH – I don’t have this document so I don’t know the
clause number!)

When non-conforming work is discovered, the Authority may:

 Reject the Materials or workmanship or require correction, in which case the Contractor shall
satisfactorily correct rejected workmanship or satisfactorily replace rejected Materials at the
Contractor’s own expense; and/or
 Accept the Materials or workmanship as suitable for the intended purpose, document
the basis of such acceptance and deduct an agreed upon amount from the Total
Contract Price for the uncorrected Work.

GC 4 INSPECTION, TESTING AND ACCEPTANCE

GC 4.1 – General (SBPG 2.3.1.3 and 2.3.1.5)

The pre-delivery tests and inspections shall be performed at or near the Contractor's plant;
they shall be performed in accordance with the procedures defined in Part 3: Quality
Assurance Provisions, and they may be witnessed by the resident inspector. When the bus
passes these tests and inspections, the resident inspector shall authorize release of the bus.

Within 15 (fifteen) calendar days after arrival at the designated point of delivery, the bus
shall undergo the Procuring Agency tests defined in Part 4: Quality Assurance Provisions. If
the bus passes these tests or if the Procuring Agency does not notify Contractor of non-
acceptance within 15 (fifteen) calendar days after delivery, acceptance of the bus by the
 Procuring Agency occurs on the fifteenth day after delivery. Acceptance may occur earlier if
the Procuring Agency notifies the Contractor of early acceptance or places the bus in revenue
service. If the bus fails these tests, it shall not be accepted until the repair procedures defined
in "Repairs After Non-acceptance" (Section 2.3.2) have been carried out and the bus retested
until it passes.

GC 4.2. Risk of Loss (SBPG 2.3.1.4.)

The Procuring Agency shall assume risk of loss of the bus on delivery, as defined in "Bus
Delivery Procedure" (Section 2.3.1.1), if delivered by common carrier or driveway, or on
release to the Procuring Agency's drivers at the Contractor's plant. Prior to this delivery or
release, the Contractor shall have risk of loss of the bus, including any damages sustained
during the common carrier or driveaway operation regardless of the status of title or any
payments related to the bus. Drivers shall keep a maintenance log enroute and it shall be
delivered to the Procuring Agency with the bus.

(LACMTA SP-21)
If the Vehicle is released back to Contractor for any reason, Contractor has the risk of loss
upon such release.

GC 5 TITLE; WARRANTY OF TITLE (SPBG 2.3.5 edited)

Adequate documents for registering the bus in (Agency to insert its jurisdiction) shall be
provided to the Agency no more than 10 working days after release of payment by the
Agency. Upon acceptance of each bus, the Contractor warrants that the title shall pass to the
Agency free and clear of all encumbrances.

GC 6 INTELLECTUAL PROPERTY WARRANTY (SBPG 2.8.10)

The Procuring Agency shall advise the Contractor of any impending patent suit related to this
Contract against the Procuring Agency and provide all information available. The Contractor
shall defend any suit or proceeding brought against the Procuring Agency based on a claim
that any equipment, or any part thereof, furnished under this Contract constitutes an
infringement of any patent, and the Contractor shall pay all damages and costs awarded
therein, excluding incidental and consequential damages, against the Procuring Agency. In
case said equipment, or any part thereof, is in such suit held to constitute infringement and
use of said equipment or parts is enjoined, the Contractor shall, at its own expense and at its
option, either procure for the Procuring Agency the right to continue using said equipment or
part, or replace same with noninfringing equipment, or modify it so it becomes
noninfringing.

Contractor's obligations under this section are discharged and Procuring Agency shall hold
Contractor harmless with respect to the equipment or part if it was specified by the Procuring
Agency and all requests for substitutes were rejected, and the Contractor advised the
Procuring Agency under "Offeror Communications and Requests" (Section 1.1.2.2) of a
potential infringement, in which case the Contractor shall be held harmless.
GC 7 DATA RIGHTS

GC 7.1 Proprietary Rights/Rights in Data (SBPG 2.8.11)

The term "subject data" used in this clause means recorded information, whether or not
copyrighted, that is delivered or specified to be delivered under the Contract.

It includes the proprietary rights of:

 Shop Drawings and Working Drawings;

 Technical data including manuals or instruction materials, computer or
microprocessor software;
 Patented materials, equipment, devices or processes; and
 License requirements.

I have no idea whose document this came from!

The Agency shall protect proprietary information provided by the Contractor to the fullest
extent of the law. The Contractor shall grant a non-exclusive license to allow the Agency to
utilize such information in order maintain the vehicles. In the event that the Contractor no
longer provides the information the agency has the right to reverse engineer patented parts
and software.

I have no idea whose document this came from!

Optional Clause – A Software Escrow Account details an agency’s rights to access
confidential data of the contractor, subcontractor and supplies under situations such as
bankruptcy of the contractor or material breach of the contract.

GC 7.2. Access to Onboard Operational Data

JOHN OBERT TO PROVIDE.

GC 8 CHANGES (SBPG 2.2.3.1, 2.2.3.2 and 2.2.3.3)

CONTRACTOR CHANGES
Any proposed change in this Contract shall be submitted to the appropriate Procuring
Agency for its prior approval.

WRITTEN CHANGE ORDERS

Oral change orders are not permitted. No change in this Contract shall be made unless the
Contracting Officer gives prior written approval therefore. The Contractor shall be liable for
all costs resulting from, and/or for satisfactorily correcting, any specification change not
properly ordered by written modification to the Contract and signed by the Contracting
Officer.
 CHANGE ORDER PROCEDURE
As soon as reasonably possible but no later than 30 (thirty) calendar days after receipt of the
written change order to modify the Contract, the Contractor shall submit to the Contracting
Officer a detailed price and schedule proposal for the work to be performed. This proposal
shall be accepted or modified by negotiations between the Contractor and the Contracting
Officer. At that time a detailed modification shall be executed in writing by both parties.
Disagreements that cannot be resolved within negotiations shall be resolved in accordance
with the Contract disputes clause. Regardless of any disputes, the Contractor shall proceed
with the work ordered.

GC 12 LEGAL CLAUSES

GC 12.1. Indemnification (SBPG 2.7.4)

The Contractor shall, to the extent permitted by law (1) protect, indemnify and save the
Procuring Agency and its officers, employees and agents, including consultants, harmless
from and against any and all liabilities, damages, claims, demands, liens, encumbrances,
judgments, awards, losses, costs, expenses, and suits or actions or proceedings, including
reasonable expenses, costs and attorneys' fees incurred by the Procuring Agency and its
officers, employees and agents, including consultants, in the defense, settlement or
satisfaction thereof, for any injury, death, loss or damage to persons or property of any kind
whatsoever, arising out of, or resulting from, the negligent acts, errors or omissions of the
Contractor, including negligent acts, errors or omissions of its officers, employees, servants,
agents, subcontractors and suppliers; and (2) upon receipt of notice and if given authority,
shall settle at its own expense or undertake at its own expense the defense of any such suit,
action or proceeding, including appeals, against the Procuring Agency and its officers,
employees and agents, including consultants, relating to such injury, death, loss or damage.
Each party shall promptly notify the other in writing of the notice or assertion of any claim,
demand, lien, encumbrance, judgment, award, suit, action or other proceeding hereunder.
The Contractor shall have sole charge and direction of the defense of such suit, action or
proceeding. The Procuring Agency shall not make any admission which might be materially
prejudicial to the Contractor unless the Contractor has failed to take over the conduct of any
negotiations or defense within a reasonable time after receipt of the notice and authority
above provided. The Procuring Agency shall at the request of the Contractor furnish to the
Contractor all reasonable assistance that may be necessary for the purpose of defending such
suit, action or proceeding, and shall be repaid all reasonable costs incurred in doing so. The
Procuring Agency shall have the right to be represented therein by advisory counsel of its
own selection at its own expense.

The obligations of the Contractor under the above paragraph shall not extend to
circumstances where the injury, or death, or damages is caused solely by the negligent acts,
errors or omissions of the Procuring Agency, its officers, employees, agents or consultants,
including negligence in (1) the preparation of the Contract documents, or (2) the giving of
directions or instructions with respect to the requirements of the Contract by written order.
The obligations of the Contractor shall not extend to circumstances where the injury, or
death, or damages is caused, in whole or in part, by the negligence of any third party
 operator, not including an assignee or subcontractor of the Contractor, subject to the right of
contribution as provided in the next sentence below. In case of joint or concurrent
negligence of the parties hereto giving rise to a claim or loss against either one or both, each
shall have full rights of contribution from the other.

Alternative (SBPG 2.7.4 edited by Isabelle)

GC 12.1.1 The Contractor shall, to the extent permitted by law (1) protect, indemnify and save the Agency and
its officers, employees and agents, including consultants, harmless from and against any and all liabilities,
damages, claims, demands, liens, encumbrances, judgments, awards, losses, costs, expenses, and suits or actions
or proceedings, including reasonable expenses, costs and attorneys' fees incurred by the Agency and its officers,
employees and agents, including consultants, in the defense, settlement or satisfaction thereof, for any injury,
death, loss or damage to persons or property of any kind whatsoever, caused solely by the negligent acts, errors
or omissions of the Contractor, including negligent acts, errors or omissions of its officers, employees,
servants, agents, subcontractors and suppliers; and (2) upon receipt of notice and if given authority, shall settle
at its own expense or undertake at its own expense the defense of any such suit, action or proceeding, including
appeals, against the Agency and its officers, employees and agents, including consultants, relating to such
injury, death, loss or damage. Each party shall promptly notify the other in writing of the notice or assertion of
such claim, demand, lien, encumbrance, judgment, award, suit, action or other proceeding hereunder. The
Contractor shall have sole charge and direction of the defense of such suit, action or proceeding. The Agency
shall not make any admission which might be materially prejudicial to the Contractor unless the Contractor has
failed to take over the conduct of any negotiations or defense within a reasonable time after receipt of the notice
and authority above provided. The Agency shall at the request of the Contractor furnish to the Contractor all
reasonable assistance that may be necessary for the purpose of defending such suit, action or proceeding, and
shall be repaid all reasonable costs incurred in doing so. The Agency shall have the right to be represented
therein by advisory counsel of its own selection at its own expense.

GC 12.1.2 The obligations of the Contractor under the above paragraph shall not extend to circumstances where
the injury, or death, or damages is caused solely by the negligent acts, errors or omissions of the Agency, its
officers, employees, agents or consultants, including, without limitation, negligence in (1) the preparation of the
Contract documents, or (2) the giving of directions or instructions with respect to the requirements of the
Contract by written order. The obligations of the Contractor shall not extend to circumstances where the injury,
or death, or damages is caused, in whole or in part, by the negligence of any third party operator, not including
an assignee or subcontractor of the Contractor, subject to the right of contribution as provided in the next
sentence below.

GC 12.1.3 In case of joint or concurrent negligence of the parties giving rise to a claim or loss against either one
or both, each shall have full rights of contribution from the other.

GC 12.2. Suspension of work – Nothing in the White Book (LACMTA GC23)

GC 12.2.1 The Agency may at any time and for any reason within its sole discretion issue a
written order to the Contractor suspending, delaying or interrupting all or any part of the
Work for a specified period of time.
GC 12.2.2 The Contractor shall comply immediately with any such written order and take all
reasonable steps to minimize costs allocable to the Work covered by the suspension during
the period of Work stoppage. Contractor shall continue the Work that is not included in the
suspension at normal full strength and shall continue such ancillary activities as are not
suspended. The Contractor shall resume performance of the suspended Work upon expiration
of the notice of suspension, or upon direction from the Agency.
GC 12.2.3 The Contractor shall be allowed an equitable adjustment in the Contract Price
(excluding profit) and/or an extension of the Contract Time, to the extent that cost or delays
are shown by the Contractor to be directly attributable to any suspension. However, no
 adjustment shall be made under this section for any suspension, delay or interruption to the
extent that the Contractor’s performance would have been so suspended, delayed or
interrupted by any other cause, including the fault or negligence of the Contractor, or for
which an equitable adjustment is provided for, or excluded under any other term or condition
of the Contract.

GC 12.3. Excusable Delays/ Force Majeure (SPBG 2.3.3.1 and 2.3.3.2)

If the Contractor is delayed at any time during the progress of the Work by the neglect or
failure of the Procuring Agency or by a cause described below, then the time for completion
and/or affected delivery date(s) shall be extended by the Procuring Agency subject to the
following conditions:

1. The cause of the delay arises after the notice of award and neither was nor could have
been anticipated by the Contractor by reasonable investigation before such award;

2. The Contractor demonstrates that the completion of the Work and/or affected
delivery(s) will be actually and necessarily delayed;

3. The effect of such cause cannot be avoided or mitigated by the exercise of all reasonable
precautions, efforts and measures whether before or after the occurrence of the cause of
delay; and

4. The Contractor makes written request and provides other information to the Procuring
Agency as described in "Notification of Contractor Delay" (Section 2.3.3.2 below).

A delay meeting all the conditions of this section shall be deemed an excusable delay. Any
concurrent delay which does not constitute an excusable delay shall not be the sole basis for
denying a request hereunder.

None of the above shall relieve the Contractor of any liability for the payment of any
liquidated damages owing from a failure to complete the Work by the time for completion
that the Contractor is required to pay pursuant to "Liquidated Damages" (Section 2.3.4) for
delays occurring prior to, or subsequent to the occurrence of an excusable delay.

The Procuring Agency reserves the right to rescind or shorten any extension previously
granted, if subsequently the Procuring Agency determines that any information provided by
Contractor in support of a request for an extension of time was erroneous; provided however,
that such information or facts, if known, would have resulted in a denial of the request for an
excusable delay. Notwithstanding the above, the Procuring Agency will not rescind or
shorten any extension previously granted if the Contractor acted in reliance upon the granting
of such extension and such extension was based on information which, although later found
to have been erroneous, was submitted in good faith by the Contractor.

Notwithstanding "Contractor's Delay" (Section 2.3.3.1), no extension or adjustment of time

shall be granted unless (1) written notice of the delay is filed with the Procuring Agency
within 14 (fourteen) calendar days after the commencement of the delay and (2) a written
application therefor, stating in reasonable detail the causes, the effect to date and the probable
future effect on the performance of the Contractor under the Contract, and the portion or
portions of the Work affected, is filed by the Contractor with the Procuring Agency within 30
(thirty) calendar days after the commencement of the delay. No such extension or adjustment
shall be deemed a waiver of the rights of either party under this Contract. The Procuring
Agency shall make its determination within 30 (thirty) ( or insert time specified by regulation
or law) calendar days after receipt of the application.

Alternative (SBPG 2.3.3 edited by Isabelle)

GC 12.3.1 A delay shall be deemed excusable of caused by the act or omission of the Agency or by an event
of Force Majeure which shall be any event or circumstance beyond the reasonable control of the Contractor
including, but not limited to acts of god, earthquake, flood, and any other natural disaster or adverse climatic
or sea conditions; riot, commotion or disorder, strikes and industrial and labor disputes; fires and explosions;
non-availability or shortage of fuel and/or water; action or failure to act of public services or government
authorities; war and other hostilities, invasion, act of foreign enemies, mobilization of armed forces,
requisition or embargo; insurrection, terrorism, revolution, rebellion, military or usurped power, or civil war. ;
GC12.3.2 In case of excusable delay, the time for completion and/or affected delivery date(s) shall be extended
by the Agency subject to the following conditions:

1. The cause of the delay arises after the notice of award and neither was nor could have been anticipated by
the Contractor by reasonable investigation before such award;

2. The Contractor demonstrates that the completion of the Work and/or affected delivery(s) will be actually
and necessarily delayed;

3. The Contractor has taken measures to avoid and/or mitigate the delay by the exercise of all reasonable
precautions, efforts and measures whether before or after the occurrence of the cause of delay; and

4. The Contractor makes written request and provides other information to the Agency as described in
"Notification of Contractor Delay" (Section 2.3.3.2 below).

Any concurrent delay which does not constitute an excusable delay shall not be the sole basis for denying a
request hereunder.

GC12.3.3 None of the above shall relieve the Contractor of any liability for the payment of any liquidated
damages owing from a failure to complete the Work by the time for completion that the Contractor is required
to pay pursuant to "Liquidated Damages" (Section 2.3.4) for delays occurring prior to, or subsequent to the
occurrence of an excusable delay.

GC12.3.4 The Agency reserves the right to rescind or shorten any extension previously granted, if subsequently
the Agency determines that any information provided by Contractor in support of a request for an extension of
time was erroneous; provided however, that such information or facts, if known, would have resulted in a denial
of the request for an excusable delay. Notwithstanding the above, the Agency will not rescind or shorten any
extension previously granted if the Contractor acted in reliance upon the granting of such extension and such
extension was based on information which, although later found to have been erroneous, was submitted in good
faith by the Contractor.

GC12.3.5 No extension or adjustment of time shall be granted unless (1) written notice of the delay is filed with
the Agency within 14 (fourteen) calendar days after the commencement of the delay and (2) a written
application therefor, stating in reasonable detail the causes, the effect to date and the probable future effect on
the performance of the Contractor under the Contract, and the portion or portions of the Work affected, is filed
by the Contractor with the Agency within 30 (thirty) calendar days after the commencement of the delay. No
such extension or adjustment shall be deemed a waiver of the rights of either party under this Contract. The
 Agency shall make its determination within 30 (thirty) (or insert time specified by regulation or law) calendar
days after receipt of the application.

GC 12.4. Termination for Convenience, Default (SBPG 2.2.6.1 and 2.2.6.2)

The performance of work under this Contract may be terminated by the Procuring Agency in
accordance with this clause in whole, or from time to time in part, whenever the Contracting
Officer shall determine that such termination is in the best interest of the Procuring Agency.
Any such termination shall be effected by delivery to the Contractor of a notice of
termination specifying the extent to which performance of work under the Contract is
terminated, and the date upon which such termination becomes effective.

After receipt of a notice of termination, and except as otherwise directed by the Contracting
Officer, the Contractor shall: stop work under the Contract on the date and to the extent
specified in the notice of termination; place no further orders or subcontracts for materials,
services, or facilities, except as may be necessary for completion of such portion of the work
under the Contract as is not terminated; terminate all orders and subcontracts to the extent
that they relate to the performance of work terminated by the notice of termination; assign to
the Procuring Agency in the manner, at the times, and to the extent directed by the
Contracting Officer, all of the right, title, and interest of the Contractor under the orders and
subcontracts so terminated, in which case the Procuring Agency shall have the right, in its
discretion, to settle or pay and or all claims arising out of the termination of such orders and
subcontracts; settle all outstanding liabilities and all claims arising out of such termination of
orders and subcontracts, with the approval or ratification of the Contracting Officer, to the
extent he may require, which approval or ratification shall be final for all the purposes of this
clause; transfer title to the Procuring Agency and deliver in the manner, at the times, and to
the extent, if any, directed by Contracting Officer the fabricated or unfabricated parts, work
in process, completed work, supplies, and other material produced as part of, or acquired in
connection with the performance of, the work terminated, and the completed or partially
completed plans, drawings, information and other property which, if the Contract had been
completed, would have been required to be furnished to the Procuring Agency; use its best
efforts to sell, in the manner, at the times, to the extent, and at the price(s) directed or
authorized by the Contracting Officer, any property of the types referred to above, provided,
however, that the Contractor shall not be required to extend credit to any purchaser, and may
acquire any such property under the conditions prescribed by and at a price(s) approved by
the Contracting Officer, and provided further, that the proceeds of any such transfer or
disposition shall be applied in reduction of any payments to be made by the Procuring
Agency to the Contractor under this Contract or shall otherwise be credited to the price or
cost of the work covered by this Contract or paid in such other manner as the Contracting
Officer may direct; complete performance of such part of the work as shall not have been
terminated by the notice of termination; and take such action as may be necessary, or as the
Contracting Officer may direct, for the protection or preservation of the property related to
this Contract which is in the possession of the Contractor and in which the Procuring Agency
has or may acquire an interest.

The Contractor shall be paid its costs, including contract close-out costs, and profit on work
performed up to the time of termination. The Contractor shall promptly submit its
termination claim to Procuring Agency to be paid the Contractor. Settlement of claims by
the Contractor under this termination for convenience clause shall be in accordance with the
provisions set forth in Part 49 of the Federal Acquisition Regulations (48 CFR 49) except
that wherever the word "Government" appears it shall be deleted and the word "Procuring
Agency" shall be substituted in lieu thereof.

The Procuring Agency may, by written notice of default to the Contractor, terminate the
whole or any part of this Contract if the Contractor fails to make delivery of the supplies or to
perform the services within the time specified herein or any extension thereof; or if the
Contractor fails to perform any of the other provisions of the Contract, or so fails to make
progress as to endanger performance of this Contract in accordance with its terms, and in
either of these two circumstances does not cure such failure within a period of 10 (ten) days
(or such longer period as the Contracting Officer may authorize in writing) after receipt of
notice from the Contracting Officer specifying such failure.

In the event that Procuring Agency elects to waive its remedies for any breach by Contractor
of any covenant, term or condition of this Contract, such waiver by Procuring Agency shall
not limit Procuring Agency's remedies for any succeeding breach of that or of any other term,
covenant, or condition of this Contract.

If the Contract is terminated in whole or in part for default, the Procuring Agency may
procure, upon such terms and in such manner as the Contracting Officer may deem
appropriate, supplies or services similar to those so terminated. The Contractor shall be
liable to the Procuring Agency for any excess costs for such similar supplies or services, and
shall continue the performance of this Contract to the extent not terminated under the
provisions of this clause.

Except with respect to defaults of subcontractors, the Contractor shall not be liable for any
excess costs if the failure to perform the Contract arises out of causes beyond the control and
without the fault or negligence of the Contractor. If the failure to perform is caused by the
default of a subcontractor, and if such default arises out of causes beyond the control of both
the Contractor and subcontractor, and without the fault or negligence of either of them, the
Contractor shall not be liable for any excess costs for failure to perform, unless the supplies
or services to be furnished by the subcontractor were obtainable from other sources in
sufficient time to permit the Contractor to meet the required delivery schedule.

Payment for completed supplies delivered to and accepted by the Procuring Agency shall be
at the Contract price. The Procuring Agency may withhold from amounts otherwise due the
Contractor for such completed supplies such sum as the Contracting Officer determines to be
necessary to protect the Procuring Agency against loss because of outstanding liens or claims
of former lien holders.

If, after notice of termination of this Contract under the provisions of this clause, it is
determined for any reason that the Contractor was not in default under the provisions of this
clause, or that the default was excusable under the provisions of this clause, the rights and
obligations of the parties shall be the same as if the notice of termination had been issued
pursuant to termination for convenience of the Procurement Agency.

The rights and remedies of the Procuring Agency provided in this clause shall not be
exclusive and are in addition to any other rights and remedies provided by law or under this
Contract.
Alternate: (SBPG 12.4 edited by Isabelle)
GC 12.4.1 TERMINATION FOR CONVENIENCE
The performance of work under this Contract may be terminated by the Agency in accordance with this clause
in whole, or from time to time in part, whenever the Contracting Officer shall determine that such termination is
in the best interest of the Agency. Any such termination shall be effected by delivery to the Contractor of a
notice of termination specifying the extent to which performance of work under the Contract is terminated, and
the date upon which such termination becomes effective.

After receipt of a notice of termination, and except as otherwise directed by the Contracting Officer, the
Contractor shall: stop work under the Contract on the date and to the extent specified in the notice of
termination; place no further orders or subcontracts for materials, services, or facilities, except as may be
necessary for completion of such portion of the work under the Contract as is not terminated; terminate all
orders and subcontracts to the extent that they relate to the performance of work terminated by the notice of
termination; assign to the Agency in the manner, at the times, and to the extent directed by the Contracting
Officer, all of the right, title, and interest of the Contractor under the orders and subcontracts so terminated, in
which case the Agency shall have the right, in its discretion, to settle or pay and or all claims arising out of the
termination of such orders and subcontracts; settle all outstanding liabilities and all claims arising out of such
termination of orders and subcontracts, with the approval or ratification of the Contracting Officer, to the extent
he may require, which approval or ratification shall be final for all the purposes of this clause; transfer title to
the Agency and deliver in the manner, at the times, and to the extent, if any, directed by Contracting Officer the
fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced as part
of, or acquired in connection with the performance of, the work terminated, and the completed or partially
completed plans, drawings, information and other property which, if the Contract had been completed, would
have been required to be furnished to the Agency; use its best efforts to sell, in the manner, at the times, to the
extent, and at the price(s) directed or authorized by the Contracting Officer, any property of the types referred to
above, provided, however, that the Contractor shall not be required to extend credit to any purchaser, and may
acquire any such property under the conditions prescribed by and at a price(s) approved by the Contracting
Officer, and provided further, that the proceeds of any such transfer or disposition shall be applied in reduction
of any payments to be made by the Agency to the Contractor under this Contract or shall otherwise be credited
to the price or cost of the work covered by this Contract or paid in such other manner as the Contracting Officer
may direct; complete performance of such part of the work as shall not have been terminated by the notice of
termination; and take such action as may be necessary, or as the Contracting Officer may direct, for the
protection or preservation of the property related to this Contract which is in the possession of the Contractor
and in which the Agency has or may acquire an interest.

The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the
time of termination. The Contractor shall promptly submit its termination claim to Agency to be paid the
Contractor. Settlement of claims by the Contractor under this termination for convenience clause shall be in
accordance with the provisions set forth in Part 49 of the Federal Acquisition Regulations (48 CFR 49) except
that wherever the word "Government" appears it shall be deleted and the word " Agency" shall be substituted in
lieu thereof.

GC 12.4.2 TERMINATION FOR DEFAULT

The Agency may, by written notice of default to the Contractor, terminate the whole or any part of this
Contract if the Contractor fails to make delivery of the supplies or to perform the services within the time
specified herein or any extension thereof; or if the Contractor fails to perform any of the other material
provisions of the Contract, or so fails to make progress as to endanger performance of this Contract in
accordance with its terms, and in either of these two circumstances does not cure such failure within a period of
 10 (ten) days (or such longer period as the Contracting Officer may authorize in writing) after receipt of notice
from the Contracting Officer specifying such failure.

If the Contract is terminated in whole or in part for default, the Agency may procure, upon such terms and in
such manner as the Contracting Officer may deem appropriate, supplies or services similar to those so
terminated. The Contractor shall be liable to the Agency for any excess costs for such similar supplies or
services, and shall continue the performance of this Contract to the extent not terminated under the provisions of
this clause.

Except with respect to defaults of subcontractors, the Contractor shall not be liable for any excess costs if the
failure to perform the Contract arises out of a Force Majeure event, as defined under Section GC12.3.1 herein
and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a
subcontractor, and if such default arises out of causes beyond the control of both the Contractor and
subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any
excess costs for failure to perform, unless the supplies or services to be furnished by the subcontractor were
obtainable from other sources at similar cost and in sufficient time to permit the Contractor to meet the required
delivery schedule.

Payment for completed supplies delivered to and accepted by the Agency shall be at the Contract price. The
Agency may withhold from amounts otherwise due the Contractor for such completed supplies such sum as the
Contracting Officer determines to be necessary to protect the Agency against loss because of outstanding liens
or claims of former lien holders.

If, after notice of termination of this Contract under the provisions of this clause, it is determined for any reason
that the Contractor was not in default under the provisions of this clause, or that the default was excusable under
the provisions of this clause, the rights and obligations of the parties shall be the same as if the notice of
termination had been issued pursuant to termination for convenience of the Procurement Agency.

GC 12.5. Compliance with Laws and Regulations (SBPG 2.8.4)

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

Alternate: (SBPG 2.8.4 edited by Isabelle based on LACMTA RR06)

Contractor shall at all times comply with all applicable laws, regulations, policies, procedures and directives
(together the “Law”), including without limitation, FTA regulations, policies, procedures and directives,
including those listed directly or by reference in the agreement between Agency and FTA that funds any part of
this Contract, as they may be amended or promulgated from time to time during the term of this Contract.
Contractor's failure to so comply shall constitute a material breach of this Contract.

GC 12.6. Changes of law – Nothing in the White Book

Alternate: (Alstom)
If any change shall occur after the date of this Contract in any Law or in the application or interpretation
thereof, other than a change in existence at the date of this Contract, or there is an enactment or making of a
new Law after the date of this Contract, which by its terms becomes effective and applicable to the Agency,
Contractor and/or Contract after such date (a "Change in Law") and the Contractor believes that such
occurrence has resulted or will result in an increase in the Work and/or an additional cost to the Contractor, then
the Contractor shall promptly deliver to the Agency a notice identifying such Change in Law and requesting an
equitable adjustment of the Contract Price and/or Contract Time, subject in any event to an obligation of the
Contractor to take reasonable steps to minimize the impact of such Change in Law. If necessary the Contract
shall be amended to reflect such Change in Law.
GC 12.7. Governing law and choice of forum (AC Transit 2.9.4 and BART 7.18)

This Contract shall be governed by the laws of the State of ____ without regard to conflict of
law rules.

(Hartline 2.30§7)
This Contract has been negotiated and shall be subject to the laws of the State without regard to
conflict of laws rules. The Contractor consents to the jurisdiction of the identified State,
County of ___________________.

GC 12.8. Disputes (SBPG 2.2.7)

NOTE: The following deals with disputes arising after Contract award and not during the
procurement process. The latter are "protests" which should be dealt with under the
procurement procedures.

Outlined below are example provisions and recommendations for drafting a disputes
resolution clause to be included in the Contract. Included are stepped negotiations,
submission for Procuring Agency executive decision and alternatives dispute resolution.
However, by mutual agreement the matter may be taken immediately to any higher step in the
resolution process, or mutually agreed to alternative dispute resolution process (which may
include structured negotiations, mediation or arbitration), or litigation.

Except as otherwise provided in this Contract, any dispute concerning a question of fact
arising under or related to this Contract which is not disposed of by agreement shall be
decided in accordance with the following steps. However, by mutual agreement the matter
may be taken immediately to any higher step in the dispute resolution process, or mutually
agreed to alternative dispute resolution process (which may include structured negotiations,
mediation or arbitration), or litigation. Pending final resolution of a dispute hereunder, the
Contractor shall proceed diligently with the performance of the Contract and in accordance
with the Contracting Officer's or Chief Executive Officer's decision, as the case may be.

1. Notice of Dispute. All disputes shall be initiated through a written dispute notice
submitted by either party to the other party within 10 (ten) days of the
determination of the dispute.
2. Negotiation Between Executives. The parties shall attempt in good faith to resolve
any dispute arising out of or relating to this Contract promptly by negotiation
between executives who have authority to settle the controversy and who are at a
higher level of management than the persons with direct responsibility for
administration of this Contract. Any party may give the other party written notice
of any dispute not resolved in the normal course of business as provided in (1)
above. Within 14 (fourteen) days after delivery of the dispute notice, the receiving
party shall submit to the other party a written response. The dispute notice and
written response shall include (a) a statement of the party's position and a summary
of the arguments supporting that position, (b) any evidence supporting the party's
 position and (c) the name of the executive who will represent that party and of any
other person(s) who will accompany the executive in negotiations. Within 28
(twenty-eight) days after delivery of the dispute notice, the executives of both
parties shall meet at a mutually acceptable time and place, and thereafter as they
reasonably deem necessary, to attempt to resolve the dispute. All reasonable
requests for information by one party to the other shall be honored.

(a) (b)
If the matter has not been resolved by these (Guideline option omitted)
persons within forty-two (42) days of the
dispute notice, the dispute may be referred
to more senior executives of both parties
who have authority to settle the dispute and
who shall likewise meet to attempt to
resolve the dispute.

3. Contracting Officer's or Chief Executive Officer's Decision. (a) Should the dispute
not be resolved by negotiation between executives, as provided in (2) above, the
Procuring Agency's executive representative from (2) above shall submit a written
request for decision to the contracting officer along with all documentation and
minutes from the negotiations. The Contracting Officer shall issue a written decision
within 14 (fourteen) days of receipt of a request.

A. For disputes involving $50,000 or less, the decision of the Contracting Officer
shall be administratively final and conclusive. For disputes involving $50,000 or
less, it is the intent of the parties that such administratively final and conclusive
decision pursuant to either this paragraph or paragraph 4 shall only be overturned
if determined by a court of competent jurisdiction to be fraudulent, arbitrary,
capricious, unsupported by the evidence or so grossly erroneous as to imply bad
faith. For disputes greater than $50,000, the decision of the Contracting Officer
shall be administratively final and conclusive unless, within 30 (thirty) days from
the date of delivery of the written decision, the Contractor appeals the decision in
writing to the Procuring Agency's chief executive officer or designee who shall
render a written decision within 14 (fourteen) days of delivery of such written
appeal. Such decision by the chief executive officer or his/her designee shall be
administratively final and conclusive.

B. Within 30 (thirty) days of the issuance of any administratively final and

conclusive decision under this paragraph 3, the Contractor shall notify the
Procuring Agency in writing of the Contractor's agreement with the final decision.
Failure to provide such written notice of agreement shall indicate an intent by the
Contractor to litigate the claim..

C. Any dispute which is not resolved by the Parties through the operation of the
provisions of this paragraph, or any mutually agreed upon alternative disputes
 resolution process pursuant to paragraph 4 may be submitted to any court in the
state of (Procuring Agency to insert its state).

D. Pending final resolution of a dispute hereunder, the Contractor shall proceed

diligently with the performance of its obligations under the Contract in
accordance with the written directions of the Procuring Agency.

4. Alternatives Disputes Resolution. If agreed to by both parties disputes may be

resolved by a mutually agreed to alternative dispute resolution process which may
include structured negotiations different from (2) above, mediation or arbitration.
5. Arbitration. NOTE: If arbitration is not to be included this clause is to be deleted.
The following is only an example arbitration clause that may be included, it is not
intended as a recommendation but is provided for purposes of illustration.

Disputes appealed to arbitration involving over $50,000 but less than $250,000 shall
be decided by one (1) qualified and disinterested arbitrator, selected through the
American Arbitration Association and mutually agreed to by both parties. The
arbitrator shall conduct all proceedings in accordance with the rules of the American
Arbitration Association, and shall consider the Contract, equity, the prevailing law
and established commercial practice in rendering a decision.

Disputes appealed to arbitration involving $250,000 or more shall be decided by three

(3) qualified and disinterested arbitrators, selected through the American Arbitration
Association. One (1) arbitrator shall be selected by each of the parties and the two
selected arbitrators shall select a third arbitrator within 10 (ten) days of their
selection. The arbitrators shall conduct all proceedings in accordance with the rules
of the American Arbitration Association, and shall consider the Contract, equity, the
prevailing law and established commercial practice in rendering a decision.

(a) (b)
The decision by the arbitrators shall be final and The decision of the arbitrators shall not be
enforceable in any court having jurisdiction over binding and either party shall have the right to
the parties. remedies provided by law.

Alternative (SBPG 2.2.7 edited by Isabelle)

NOTE: The following deals with disputes arising after Contract award and not during the procurement
process. The latter are "protests" which should be dealt with under the procurement procedures.

Outlined below are example provisions and recommendations for drafting a disputes resolution clause to be
included in the Contract. Included are stepped negotiations, submission for Agency executive decision and
alternatives dispute resolution. However, by mutual agreement the matter may be taken immediately to any
higher step in the resolution process, or mutually agreed to alternative dispute resolution process (which may
include structured negotiations, mediation or arbitration), or litigation.

Except as otherwise provided in this Contract, any dispute concerning a question of fact arising under or related
to this Contract which is not disposed of by agreement shall be decided in accordance with the following steps.
However, by mutual agreement the matter may be taken immediately to any higher step in the dispute resolution
process, or mutually agreed to alternative dispute resolution process (which may include structured
negotiations, mediation or arbitration), or litigation. Pending final resolution of a dispute hereunder, the
 Contractor shall proceed diligently with the performance of the Contract and in accordance with the Contracting
Officer's or Chief Executive Officer's decision, as the case may be.

GC12.8.1. Notice of Dispute

All disputes shall be initiated through a written dispute notice submitted by either party to the other party within
10 (ten) days of the determination of the dispute.

GC12.8.2 Negotiation Between Executives

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Contract promptly
by negotiation between executives who have authority to settle the controversy and who are at a higher level of
management than the persons with direct responsibility for administration of this Contract. Any party may give
the other party written notice of any dispute not resolved in the normal course of business as provided in (1)
above. Within 14 (fourteen) days after delivery of the dispute notice, the receiving party shall submit to the
other party a written response. The dispute notice and written response shall include (a) a statement of the
party's position and a summary of the arguments supporting that position, (b) any evidence supporting the
party's position and (c) the name of the executive who will represent that party and of any other person(s) who
will accompany the executive in negotiations. Within 28 (twenty-eight) days after delivery of the dispute
notice, the executives of both parties shall meet at a mutually acceptable time and place, and thereafter as they
reasonably deem necessary, to attempt to resolve the dispute. All reasonable requests for information by one
party to the other shall be honored.

GC12.8.3 Arbitration (LANGUAGE PROPOSED BY ALSTOM)

Should the dispute not be resolved by negotiation between executives within thirty (30) days of the first meeting
of the executives of both parties, as provided in GC12.8.2 above, any dispute shall be finally settled by a board
of three (3) arbitrators (the "Board"), pursuant to the commercial arbitration rules of the American Arbitration
Association (“AAA”) which are in force at that time. The arbitration proceedings shall be conducted in the
County of (NAME OF COUNTY), State of (NAME OF STATE). Each party shall be responsible for its
respective costs incurred in arbitration, except that costs and fees imposed by the Board for its fees and
expenses shall be borne equally by the parties, unless otherwise determined by the Board. The finding of the
Board shall be final and binding. Judgment upon the award may be entered in any court of competent
jurisdiction.

GC 12.9. Maintenance of records; access by Agency; right to audit of records (AC Transit 2.6)

The Contractor shall maintain, in accordance with generally accepted accounting principles
and practices, complete books, accounts, records and data with respect to actual time devoted
and costs incurred for services under this Contract. Such documentation shall be supported
by properly executed payrolls, invoices, contracts and vouchers evidencing in detail the
nature and propriety of any charges and sufficient to allow a proper audit of the services. All
checks, payrolls, invoices, contracts and other accounting documents pertaining in whole or
in part to the services shall be clearly identified and readily accessible.

For the duration of the Agreement including the Warranty period, and for a period of three
years thereafter, the Agency or any of its duly authorized representatives, shall have the right
to examine and audit, during the Contractor’s normal business hours, these books, accounts,
records, data and other relevant information to the extent required to verify the costs incurred
hereunder, where such costs are the basis for billings under this Agreement.
GC 12.10. Confidential information (SBPG 1.1.4.5. SHOULD BE EDITED AS THIS
IDENTIAL CLAUSE IS ALREADY IN IP 11.4)

Access to government records is governed by the (city state or local law). Except as
otherwise required by the (city state or local law), the Procuring Agency will exempt from
disclosure proprietary information, trade secrets and confidential commercial and financial
information submitted in the proposal. Any such proprietary information, trade secrets or
confidential commercial and financial information which an Offeror believes should be
exempted from disclosure shall be specifically identified and marked as such. Blanket-type
identification by designating whole pages or sections as containing proprietary information,
trade secrets or confidential commercial and financial information will not assure
confidentiality. The specific proprietary information, trade secrets or confidential commercial
and financial information must be clearly identified as such.

(a) (b) (Guideline option omitted)

(If it is possible under the local law to separate the confidential
information from the proposal)

The Offeror may (or shall) submit proprietary information, trade

secrets or confidential commercial and financial information,
which an Offeror believes should be exempted from disclosure,
in a separate volume specifically identified and marked as such
as an appendix to the proposal.

The following information is not required to be included in the Proposal, but the Offeror shall
make it
available for review by the Procuring Agency:

(Procuring Agency to insert requirements)

Upon a request for records from a third party regarding this proposal the Procuring Agency
will notify in writing the party involved. The party involved must respond within twenty (20)
calendar days with the identification of any and all “proprietary, trade secret, or confidential
commercial or financial” information and the party involved shall indemnify the Procuring
Agency’s defense costs associated with its refusal to produce such identified information;
otherwise, the requested information may be released.

The Procuring Agency shall employ sound business practices no less diligent than those used
for the Procuring Agency's own confidential information to protect the confidence of all
licensed technology, software, documentation, drawings, schematics, manuals, data and other
information and material provided by Offerors and the Contractor pursuant to the Contract
 which contain confidential commercial or financial information, trade secrets or proprietary
information as defined in or pursuant to the (city state or local law) against disclosure of
such information and material to third parties except as permitted by the Contract. The
Contractor shall be responsible for ensuring that confidential commercial or financial
information, trade secrets or proprietary information, with such determinations to be made by
the Procuring Agency in its sole discretion, bears appropriate notices relating to its
confidential character.

Alternate (BART GC 4.11 edited by Isabelle)

During the performance of the Work under the Contract, it may be necessary for either party (the “Discloser”)
to make confidential information available to the other party (the “Recipient”). The Recipient agrees to use all
such information solely for the performance of the Work under the Contract and to hold all such information in
confidence and not to disclose the same to any third party without the prior written consent of the Discloser.
Likewise, the Recipient agrees that all information developed in connection with the Work under the Contract
shall be used solely for the performance of the Work under the Contract, and shall be held in confidence and not
disclosed to any third party without the prior written consent of the Discloser.
This Confidentiality section shall survive the termination or expiration of the Contract.

GC 12.11. Conflicts of interest, gratuities (SBPG 2.8.13)

No member, officer, or employee of the Procuring Agency or of a local public body during
his tenure or one year thereafter shall have any interest, direct or indirect, in this Contract or
the proceeds thereof.
Alternate (SAMTRAN GP 7.26)
The Contractor shall not offer or provide gratuities in the form of gifts, entertainment, loans, meals, rewards, or
services to representatives of the Agency, including the Contracting Officer, other employees, agents,
consulting engineers and architects, inspectors or testing agencies retained by the Agency. If it is found that the
Contractor has violated this provision, the Contract may be subject to termination for default as defined in
Section GP12.4.2 herein.
During the term of the Contract and until the final payment has been made to the Contractor, the Contractor
shall not employ or compensate in any manner whatsoever, the Agency’s Board members, Contracting Officer,
agents, representatives nor employees. Any exceptions to the employment or compensation to any of the above
named parties must be made in writing by the Agency. If the Contractor offers or provides employment or
compensation to those named above during the term of the Contract, the Contract may be subject to termination
for cause.

GC 12.12. General non-discrimination clause – Nothing in White Book (LACMTA RR-02)

In connection with the performance of Work provided for under this Contract, Contractor
agrees that it will not, on the grounds of race, religious creed, color, national origin, ancestry,
physical disability, medical condition, marital status, sex, sexual orientation, or age,
discriminate or permit discrimination against any person or group of persons in any manner
prohibited by Federal, State or local laws.

GC 12.13. Modification of contract; waiver (Isabelle – Note: We may want to rename this
Section “Amendment; Waiver”)

GC12.13.1 Modification of Contract (BART GC 7.20 minus second sentence)

Any waiver, modification or amendment of any provisions of any of the Contract Documents
shall be effective only if in a writing, signed by authorized representatives of both the
Agency and Contractor, that specifically references this Contract.
 GC12.13.2 Waiver (AC TRANSIT 2.9.3)
Failure of any party to exercise any right or option arising out of a breach of this Contract
shall not be deemed a waiver of any right or option with respect to any subsequent or
different breach, or the continuance of any existing breach.

GC 12.14. Default; Damages and other remedies – Nothing in White Book (AC TRANSIT 2.9.9)
The rights and remedies of the Agency provided herein shall not be exclusive and are in
addition to any other rights and remedies provided by law or under the Contract.

GC 12.15. Counterparts – Nothing in White Book - AC TRANSIT GC 2.9.11 included such

wording and LA METRO simply included it before the signature. We may want to consider
eliminating this clause.)
This Contract may be executed in any number of counterparts. All such counterparts shall
be deemed to constitute one and the same instrument, and each of said counterparts shall be
deemed an original thereof.

GC 12.16. Severability – Nothing in White Book (BART GC7.21)

Whenever possible, each provision of the Contract shall be interpreted in a manner as to be
effective and valid under applicable law. However, if any provision, or part of any
provision, should be prohibited or invalid under applicable law, such provision, or part of
such provision, shall be ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of the Cont

GC 12.17. Third party beneficiaries – Nothing in White Book (We may want to consider deleting
this clause the concept of third party beneficiaries only appears in CTA AND SAMTRAM
GP7.28 – SEE BELOW)
No provisions of the Contract shall in any way inure to the benefit of any third party,
including the public at large, so as to constitute such person a third party beneficiary of the
Contract or of any one or more of the terms and conditions of the Contract or otherwise
give rise to any cause of action in any person not a party to the Contract, except as
expressly provided elsewhere in the Contract.

GC 12.18. Assignment of contract (SBPG 2.2.4.3)

Neither party will assign or subcontract its rights or obligations under the Contract without
prior written permission of the other party, and no such assignment or subcontract will be
effective until approved in writing by the other party.

GC 12.19. Independent parties - Nothing in White Book (BART GC7.16)

The Contractor is an independent contractor with respect to the performance of all Work
hereunder, retaining control over the detail of its own operations, and the Contractor shall not
be considered the agent, partner, fiduciary or trustee of the Agency.

GC 12.20. Survival (SBPG 2.5.6)

 Contractor's obligations under this section 2.5 shall survive the nominal expiration or
discharge of other Contract obligations and Procuring Agency may obtain any remedy under
law, Contract or equity to enforce the obligations of contractor that survive the
manufacturing, warranty, and final payment periods.

Alternate (edited by Isabelle)

(WE SHOULD APPLY THIS CLAUSE TO SPECIFIC SECTIONS OF THE RFP: INDEMNIFICATION,
DISPUTE, CONFIDENTIALITY, IPR)
The following Sections shall survive the nominal expiration or discharge of other Contract obligations and
Agency may obtain any remedy under law, Contract or equity to enforce the obligations of contractor that
survive the manufacturing, warranty, and final payment periods:
- GC 8 Intellectual Property Warranty
- GC 9 Data Right
- GC 12.1 Indemnification
- GC 12.7 Governing laws and choice of forum
- GC 12.8 Disputes
- GC12.10 Confidential information

GC 13 AGENCY SPECIFIC PROVISIONS

 SECTION 4 - SPECIAL PROVISIONS

SP 1 Inspection and Acceptance

SP 1.1. Pilot Bus (LACMTA SP-4 and SP-5)

The Contractor to shall produce one Pilot Vehicle with respect to the Base Order. This
Vehicle shall be one of the ultimate quantity of the Base Vehicle Order. The Pilot Vehicle
shall demonstrate that the Vehicles fully meet all requirements of the Contract. The Pilot
Vehicle shall be produced and delivered to Metro for a minimum of sixty (60) days
prior to initiation of any production activities for the remaining Vehicles unless
otherwise authorized in writing by Metro. In the event that non-compliance is identified,
Metro shall to the extent practicable notify the Contractor of said non-compliance. No later
than the end of the ninety-day period, Metro shall issue a written report to the Contractor
that advises the Contractor of any non-compliance issues and/or any proposed Modifications
or changes required on the remaining Vehicles.

In the event that the Pilot Vehicle does not initially comply with all performance criteria
contained in the Technical Specifications, Metro shall have the right to retain a portion of any
Progress Payment that may have been established for the Pilot Vehicle. The amount to be
withheld shall be based on the lack of compliance and may equal up to the entire Progress
Payment amount for the Pilot Vehicle. This amount shall be withheld until compliance is
demonstrated. In the event that the compliance is subsequently determined to be impossible
to achieve, Metro may require all or a portion of the Progress Payment for the Pilot Vehicle
to be forfeited as a penalty for the non-compliance. The amount of the penalty shall be
negotiated by the parties.

Configuration And Performance Approval

In order to assess the Contractor’s compliance with the Technical Specifications, Metro and
the Contractor shall jointly conduct a configuration and performance review of the Pilot
Vehicle.

Metro, as a part of the Configuration and Performance Approval process, may permit
certifications to be submitted in lieu of performance based on physical testing. (See Part B,
Technical Specification, Technical Contract Deliverables.)

At a minimum, the following dimensional/performance tests shall be included in the

Configuration and Performance Approval:

Complete electrical system audit.

Dimensional requirements audit
Seating capacity
Water Test
Water runoff test
Function test of systems/subsystems and components
 Sound / noise level tests
Vehicle top speed
Acceleration tests
Brake stop tests
Airflow tests
PA function tests
Air/brake system audit
Individual axle weight
Standee capacity
Body deflection tests
Silent alarm function test
Interior lighting
Exterior lighting
Gradability test
Kneeling system function
HVAC pull down/heat
Speedometer
Outside air infiltration (smoke)
Wheelchair Ramps

Engine performance qualification – this test shall be jointly conducted by

Contractor and engine manufacturer (including but not limited to: charge air
cooler performance, air to boil test, loss of coolant, fuel system electrical
inputs, engine protection system).

Transmission performance qualifications- this test shall be jointly conducted by Contractor

and transmission manufacturer (including, but not limited to: retarded operation, heat
exchanger, interface with ABS, electrical inputs).

SP 1.2. Production buses (UTAH – clause number not known)

Where required by the Contract Documents or requested by the Engineer, the Contractor shall cause
First Article Inspections to be conducted. The purpose of a First Article Inspection is to confirm that
any components, systems, subsystems, major assemblies, subassemblies, products, parts, apparatuses,
articles and other Materials comply with the Technical Specifications and other Contract Documents.
A First Article Inspection may include both a physical configuration inspection and a functional
demonstration. First Article Inspections shall be conducted at a location agreed between the
Authority and the Contractor. The Contractor shall furnish to the Engineer prior to each First Article
Inspection a written inspection and demonstration plan for each item for review. The Engineer or the
Authority’s inspectors will attend each First Article Inspection unless the Engineer provides a written
waiver of his right to attend any such inspection. The results of each First Article Inspection shall be
documented by the Contractor in a format deemed acceptable by the Engineer and all documents
relating to the inspection shall be forwarded to the Engineer.

SP 1.3. Conditional Acceptance of Bus (SBPG 3.3.3)

 The Procuring Agency may conduct acceptance tests on each delivered bus. These tests shall
be completed within 15 (fifteen) days after bus delivery and shall be conducted in accordance
with written test plans. The purpose of these tests is to identify Defects that have become
apparent between the time of bus release and delivery to the Procuring Agency. The post-
delivery tests shall include visual inspection and bus operations. No post-delivery test shall
apply criteria that are different from the criteria applied in an analogous pre-delivery test (if
any).

Buses that fail to pass the post-delivery tests are subject to nonacceptance. The Procuring
Agency shall record details of all Defects on the appropriate test forms and shall notify the
Contractor of acceptance, conditional acceptance, or nonacceptance of each bus within five
days according to "Acceptance of Bus" (Section 2.3.1.5) after completion of the tests. The
Defects detected during these tests shall be repaired according to procedures defined in
"Contractual Provisions" (Part 2, "Repairs After Nonacceptance" (Section 2.3.2).

SP 1.4. Repairs After Non-acceptance (SBPG 2.3.2)

The Contractor, or its designated representative shall perform the repairs after
nonacceptance. If the Contractor fails or refuses to make the repairs within 5 (five) days,
then the work may be done by the Procuring Agency's personnel with reimbursement by the
Contractor.

SP 1.5. Repair Performance

SP 1.5.1. Repairs by Contractor (SBPG 2.3.3.1)

After nonacceptance of the bus, the Contractor must begin work within 5 (five) working days
after receiving notification from the Procuring Agency of failure of acceptance tests. The
Procuring Agency shall make the bus available to complete repairs timely with the
Contractor repair schedule.

The Contractor shall provide, at its own expense, all spare parts, tools, and space required to
complete the repairs. At the Procuring Agency's option, the Contractor may be required to
remove the bus from the Procuring Agency's property while repairs are being effected. If the
bus is removed from the Procuring Agency's property, repair procedures must be diligently
pursued by the Contractor's representatives, and the Contractor shall assume risk of loss
while the bus is under its control.

SP 1.5.2. Repairs by the Agency (SBPG 2.3.3.2)

1. Parts Used. If the Procuring Agency performs the repairs after nonacceptance of the bus,
it shall correct or repair the defect and any related defects using Contractor-specified
parts available from its own stock or those supplied by the Contractor specifically for this
repair. Monthly, or at a period to be mutually agreed upon, reports of all repairs covered
by this procedure shall be submitted by the Procuring Agency to the Contractor for
reimbursement or replacement of parts. The Contractor shall provide forms for these
reports.
 2. Contractor Supplied Parts. If the Contractor supplies parts for repairs being performed by
the Procuring Agency after nonacceptance of the bus, these parts shall be shipped prepaid
to the Procuring Agency from any source selected by the Contractor within 10 (ten)
working days after receipt of the request for said parts.

3. Return of Defective Components. The Contractor may request that parts covered by this
provision be returned to the manufacturing plant. The total costs for this action shall be
paid by the Contractor.

4. Reimbursement for Labor. The Procuring Agency shall be reimbursed by the Contractor
for labor. The amount shall be determined by multiplying the number of man-hours
actually required to correct the defect by a per hour, 5M mechanic, straight wage rate,
plus _(insert same percentage as in Warranty Provisions, Part 3)___ percent fringe
benefits, plus the cost of towing in the bus if such action was necessary. These wage and
fringe benefits rates shall not exceed the rates in effect in the Procuring Agency's service
garage at the time the defect correction is made.

5. Reimbursement for Parts. The Procuring Agency shall be reimbursed by the Contractor
for defective parts that must be replaced to correct the defect. The reimbursement shall
include taxes where applicable and (insert percentage) percent handling costs.

SP 1.6. Final Acceptance (SBPG 2.3.1.5. This clause is a duplicate to GC 4.1)

Within 15 (fifteen) calendar days after arrival at the designated point of delivery, the bus
shall undergo the Procuring Agency tests defined in Part 4: Quality Assurance Provisions. If
the bus passes these tests or if the Procuring Agency does not notify Contractor of
nonacceptance within 15 (fifteen) calendar days after delivery, acceptance of the bus by the
Procuring Agency occurs on the fifteenth day after delivery. Acceptance may occur earlier if
the Procuring Agency notifies the Contractor of early acceptance or places the bus in revenue
service. If the bus fails these tests, it shall not be accepted until the repair procedures defined
in "Repairs After Nonacceptance" (Section 2.3.2) have been carried out and the bus retested
until it passes.

SP 2 Deliveries

SP 2.1. Bus Delivery Procedure (SBPG 2.3.1.1)

Delivery of buses shall be determined by signed receipt of the Procuring Agency's designated
agent(s) (name and address) , at the following point of delivery and may be preceded by a
cursory inspection of the bus..

(address)
 SP 2.2. Delivery Schedule (SBPG 2.3.1.2)

The buses shall be delivered at a rate not to exceed (insert maximum) buses per week.
Delivery shall be completed within (insert) weeks after delivery of the executed contract
documents. Hours of delivery shall be (opening time) through (closing time) the
following days of the week: (Procuring Agency to insert receiving periods).
SP 2.3. Pre-Delivery Tests and Inspections (SBPG 2.3.1.3. This clause is a duplicate to GC 4.1)

The pre-delivery tests and inspections shall be performed at or near the Contractor's plant;
they shall be performed in accordance with the procedures defined in Part 3: Quality
Assurance Provisions, and they may be witnessed by the resident inspector. When the bus
passes these tests and inspections, the resident inspector shall authorize release of the bus.

SP 2.4. Assumption of Risk of Loss (SBPG 2.3.1.4 This clause is a duplicate to GC 4.2)

The Procuring Agency shall assume risk of loss of the bus on delivery, as defined in "Bus
Delivery Procedure" (Section 2.3.1.1), if delivered by common carrier or driveway, or on
release to the Procuring Agency's drivers at the Contractor's plant. Prior to this delivery or
release, the Contractor shall have risk of loss of the bus, including any damages sustained
during the common carrier or driveaway operation regardless of the status of title or any
payments related to the bus. Drivers shall keep a maintenance log enroute and it shall be
delivered to the Procuring Agency with the bus.

SP 2.5. Deliverables (SBPG 2.5.3)

The Contractor shall provide (Procuring Agent to insert number and specify any additional
documentation requirements) current maintenance manual(s), (number) current parts
manual(s), and (number) standard operator's manual(s) as part of this Contract. The
Contractor shall keep maintenance manuals available for a period of three years after the date
of acceptance of the buses procured under this Contract. The Contractor shall also exert its
best efforts to keep maintenance manuals, operator manuals, and keep parts books up-to-date
for a period of 15 (fifteen) years. The supplied maintenance and operator's manuals shall
incorporate all equipment ordered on the buses covered by this procurement

SP 3 Options and Potentially Assignable Quantities (LACMTA SP-27)

Contractor hereby grants Metro and any permissible assignee pursuant to Subsection B
hereof, options (“Options”) to purchase up to 740 additional Vehicles (“Option Vehicles”).
The Options shall be valid for a period of five (5) years from the effective date of the
Contract. Options that are exercised shall have a minimum quantity of 50 Vehicles. There
shall be no minimum order quantity for any permissible assignee pursuant to Subsection B.
Subject to Metro’s right to order Modifications pursuant to the Article entitled Modifications
in the General Conditions of this Contract, the Option Vehicles shall have the same
specifications of the Vehicles purchased under this Contract. Metro may exercise the
Options by written Notice to the Contractor (“Notice of Exercise of Option”) at any time on
or before five years following the Effective Date of Contract (“Option Date”).
The Price of the Option Vehicles shall be the Unit Price of the base order Vehicles, (“Base
Order Price”) adjusted by multiplying the Base Order Price by the following fraction:

Preliminary Index Number on Month Prior to Notice of Exercise of Option

Index Number on Effective Date of the Contract

The Index shall be the Producer Price Index for Truck and Bus Bodies, Series No. 1413
published by the United States Department of Labor or if such Index is no longer in use, then
such replacement which is most comparable to the Index as may be designated by the Bureau
of Labor Statistics, or as agreed by the parties. However in no case shall the annual increase
in the cost of a Vehicle created by the application of the above referenced Index exceed four
percent (4%) unless the Contractor provides written evidence, such as Invoices from its
Suppliers that its cost of any Major Subsystem has increased at a rate exceeding four percent
(4%) per annum. In that event, in addition to paying an increase in the cost of Vehicle up to
a four percent (4%) per annum, Metro will pay one half of that portion of the increase in the
cost of the Major Subsystem that exceeds four percent (4%) per annum. In the event that the
decision to exercise an Option occurs mid year, the maximum allowable increase of four
percent shall be prorated.

The calculated increase shall be established by the above formula and shall not increase
unless Metro does not issue the Notice to Proceed for the Option Vehicles within 60 days of
the Board’s formal approval to purchase the Option Vehicles. In such instance, the PPI
increase may continue to accrue subject to the limitation stated. At the time Metro chooses
to execute the required Contract Modification, the PPI shall be recalculated and incorporated
into the Contract Modification.

Within thirty (30) days after delivery of Metro’s Notice of Exercise of Option to Contractor,
Contractor shall submit a proposed delivery schedule. Along with the proposed delivery
schedule, Contractor will provide Metro with access to its production schedule for the
purpose of the parties verifying available production capacity. The production schedule shall
include a reasonable time for mobilization and for coordinating with other Vehicle orders,
and shall be based upon a production rate at least equal to the production rate actually
realized with respect to the Base Order Vehicles. If the parties are unable to agree on a
production schedule, the maximum term for the production of the Option Vehicles shall not
exceed a total of 36 months after the date of Notice to Proceed with Option Vehicle
production. Metro or any permissible assignee pursuant to Subsection B hereof may issue a
Notice to Proceed at any time after the Contractor submits its proposed delivery schedule.
Contractor shall not commence production of the Option Vehicles prior to issuance of the
Notice to Proceed by Metro or any permissible assignee of Metro for the Option Vehicles
incorporating the agreed production delivery schedule or the 36 month maximum term.

Except an otherwise specially provided in this Contract, all other terms of the Contract shall
apply to the Option Vehicles.
SP 4 Payment (SBPG 2.4)

The Procuring Agency shall pay and the Contractor shall accept the amounts set forth in the
price schedule as full compensation for all costs and expenses of completing the Work in
accordance with the Contract, including but not limited to all labor and material required,
overhead, expenses, storage and shipping, risks and obligations, taxes (as applicable), fees
and profit, and any unforeseen costs.

NOTE: The advanced payment option may be used to advance funds to the contractor
whether payment is otherwise due on progress completed or on delivery (see options below).

ADVANCE PAYMENT OPTION (The following optional provision is a guideline for drafting
any advance payment option that might be included.) The Procuring Agency shall pay to the
Contractor twenty percent (20%) of the total amount of the price schedule within 30
(thirty) calendar days after the issuance of the notice of award and upon receipt of
Contractor's invoice and provision by the Contractor the evidences of insurance required by
"Insurance" (Section 2.7.1) and Performance Bond specified by "Performance Bond"
(Section 2.7.2). The Advance Payment shall be refunded to the Procuring Agency as prorata
credits against future invoices, whereas each prorata credit is calculated as the same
percentage that the invoice amount (not discounted for any liquidated damages) is of the total
amount of the price schedule, or, in the event that the Contract is terminated for any reason,
as a direct payment.

(a) Delivery Payment

All payments shall be made as provided herein, less any additional moneys withheld as
provided below and less any amounts for liquidated damages in accordance with "Liquidated
Damages" (Section 2.3.4).
The Procuring Agency shall make payments for buses at the unit prices itemized in the Price
Schedule within 30 (thirty) calendar days after the delivery and acceptance of each bus
and receipt of a proper invoice. In the event that the bus does not meet all requirements for
acceptance the Procuring Agency may, at its exclusive option, "conditionally accept" the bus
and place it into revenue service pending receipt of Contractor furnished materials and/or
labor necessary to effectuate corrective action for acceptance. For any conditionally
accepted bus the payment shall be reduced by an amount to be withheld, and paid upon
corrective action by the contractor, equal to twice the estimated cost for parts and labor for
the corrective action.

The Procuring Agency shall make payments for spare parts and/or equipment at the unit
prices itemized in the price schedule within 30 (thirty) calendar days after the delivery
and acceptance of said spare parts and/or equipment and receipt of a proper invoice.

The Procuring Agency shall make a final payment for all withholding within 30 (thirty)
calendar days of receipt of a final proper invoice and the following:

1. Delivery and acceptance of all Contract deliverables, including manuals and other
documentation required by the Contract, excluding training.
 2. Rectification of any deficiencies found during the acceptance of buses.

3. Contractor provision of any certifications as required by law and/or regulations.

4. Completion of post delivery audits required under the Contract

(b) Delivery Payment with Retention

All payments shall be made as provided herein, less a withholding of two percent (2%) plus
any additional moneys withheld as provided below and less any amounts for liquidated
damages in accordance with "Liquidated Damages" (Section 2.3.4).

The Procuring Agency shall make payments for buses at the unit prices itemized in the Price
Schedule within 30 (thirty) calendar days after the delivery and acceptance of each bus
and receipt of a proper invoice. In the event that the bus does not meet all requirements for
acceptance the Procuring Agency may, at its exclusive option, "conditionally accept" the bus
and place it into revenue service pending receipt of Contractor furnished materials and/or
labor necessary to effectuate corrective action for acceptance. For any conditionally
accepted bus the payment shall be reduced by an amount to be withheld, and paid upon
corrective action by the contractor, equal to twice the estimated cost for parts and labor for
the corrective action.

The Procuring Agency shall make payments for spare parts and/or equipment at the unit
prices itemized in the price schedule within 30 (thirty) calendar days after the delivery
and acceptance of said spare parts and/or equipment and receipt of a proper invoice.

The Procuring Agency shall make a final payment for all withholding within 30 (thirty)
calendar days of receipt of a final proper invoice and the following:

1. Delivery and acceptance of all Contract deliverables, including manuals and other
documentation required by the Contract, excluding training.
2. Rectification of any deficiencies found during the acceptance of buses.
3. Contractor provision of any certifications as required by law and/or regulations.
4. Completion of post delivery audits required under the Contract.

(Include the following provision if there is no applicable prompt payment law or regulation.)
- The Procuring Agency shall pay to the Contractor interest daily on the balance of any
payments due, as specified above, at the prime rate of interest published by the Wall Street
Journal, beginning 30 (thirty) days after payments are due.

SP 4.1. Progress Payments (SBPG 2.4 continued)

(c) Progress Payments (Include the following provision if progress payments are to be
made.)
NOTE: The following is a model clause that the Procuring Agency can use as a guideline in
preparing any progress payment provision. If progress payments are to be included, security
for the progress payments of Milestone No. 1 to the Contractor should be required of the
Contractor through a Performance Bond. The bond amount should not be less than the
Procuring Agency's financial exposure for cumulative payments for Milestone No. 1 and any
advance payment.
All payments shall be made as provided herein, less any moneys to be withheld as provided
below and less any amounts for liquidated damages in accordance with "Liquidated
Damages" (Section 2.3.4).

The Procuring Agency shall make progress payments to the Contractor for buses in
accordance with the performance milestones set forth below.

Title to material included in any progress payment request shall pass to the Procuring Agency
upon payment by the Procuring Agency. Said title shall be free of all encumbrances.
However, such transfer of title shall not relieve the Contractor of its responsibility for the
furnishing, installation, fabrication or inclusion of said materials as a deliverable element of
buses procured in accordance with the requirements of the Contract.

The (suggested) performance milestones and payment limits shall be as follows:

1. The Procuring Agency shall make payments for buses at forty percent (40%) of the
unit price(s) for each bus(es) itemized in the price schedule upon verification by the
Procuring Agency’s Inspector that said bus(es) have had the front and rear axles installed in
the manufacturing cycle at the Contractor’s plant and within 30 (thirty) calendar days of
receipt of a proper invoice. Invoices submitted under this milestone shall include a listing of
all major components and component serial numbers that shall be the same as in the final bus
record.

2. The Procuring Agency shall make payments for buses at twenty percent (20%)
of the unit price(s) for each bus(es) itemized in the price schedule when the Procuring
Agency’s Inspector has approved shipment of said bus(es) from the Contractor’s plant and
within 30 (thirty) calendar days of receipt of a proper invoice.

3. The Procuring Agency shall make payments for buses at thirty-eight percent (38%) of
the unit price(s) for each bus(es) itemized in the price schedule upon the delivery and
acceptance of each bus and within 30 (thirty) calendar days of receipt of a proper invoice. In
the event that the bus does not meet all requirements for acceptance the procuring Agency
may, at its exclusive option, “conditionally accept” the bus and place it into revenue service
pending receipt of Contractor furnished materials and/or labor necessary to effectuate
corrective action for acceptance. For any conditionally accepted bus the payment shall be
reduced by an amount to be withheld, and paid upon corrective action by the contractor,
equal to twice the estimated cost for parts and labor for the corrective action.

4. The Procuring Agency shall make payments for spare parts and/or equipment at the unit
prices itemized in the price schedule upon the delivery and acceptance of said spare parts
and/or equipment and within 30 (thirty) calendar days of receipt of a proper invoice.
 Title for spare parts and/or equipment shall transfer to the Procuring Agency upon payment.
Said title shall be free of all encumbrances.

5. The Procuring Agency shall make a final payment of __two percent (2%)__ of the total
Contract price plus any moneys withheld, within __30 (thirty) _ calendar days of receipt of a
proper invoice and the following:

(a) Delivery and acceptance of all Contractdeliverables, including manuals and other
documentation required by the Contract, excluding training.

(b) Rectification of any deficiencies found during the acceptance of buses.

(c) Contractor provision of any certifications as required by law and/or regulations.

(d) Completion of post delivery audits required under the Contract.

Progress payments requests shall be accompanied by a certification, or affidavit, signed by

the Contractor's officer certifying that the work covered by the progress payment requested
has been completed. The Procuring Agency reserves the rights of inspection and audit to
verify said progress as provided in "Audit and Inspection of Records" (Section 2.6) and Part
3.

(Include the following provision if there is no applicable prompt payment law or regulation.)
- The Procuring Agency shall pay to the Contractor interest daily on the balance of any
payments due, as specified above, at the prime rate of interest published by the Wall Street
Journal, beginning 30 (thirty) days after payments are due.

SP 4.2. Performance Surety (SBPG 2.7.2)

The Contractor shall furnish at its own expense performance security in the form of a
cashier's check, or letter of credit in a form approved by the Procuring Agency before offer
submission, or a performance bond, from a surety duly licensed to do business in the state of
(Procuring Agency to insert its state) having a financial rating from A. M. Best Company of
"A VIII" or better, in the amount of (maximum of 25 % where there are no progress
payments and payment is made upon delivery and acceptance; or in the case of progress
payments set at the Procuring Agency's financial exposure for cumulative payments)
percent of the full amount of the Contract. The bond shall cover all of Contractor's
obligations under the Contract except for the warranty and shall remain in force until said
obligations have been fulfilled. The bond amount may be reduced as follows: (1) to 65
(sixty-five) percent of the original amount when 50 (fifty) percent of the required number of
buses are delivered and accepted, (2) to 30 (thirty) percent of the original amount when 75
(seventy-five) percent of the required number of buses are delivered and accepted, and (3) to
zero percent of the original amount when 100 (one hundred) percent of the required number
of buses are delivered and accepted.
 In the case that a surety shall become insolvent, its license is revoked or suspended, or in the
case of a surety approved on the basis that it is listed as an approved federal surety, that such
federal approval is revoked or suspended, the Contractor, within five days after notice by the
Procuring Agency, shall substitute other and sufficient surety or sureties. If the Contractor
fails to do so, such failure shall be an event of default. (NOTE: In such event as described
above the Procuring Agency may negotiate, in lieu of declaring the Contractor in default,
deduct money for the risk or the purchase of a replacement bond.)

SP 4.3. Payment of Taxes (PHOENIX – NOTE: I had this clause that we had intended to put
“somewhere”. While “marked” as Phoenix, I cannot find the source document.)

Unless otherwise provided in this contract, the Contractor shall pay all federal, state, and
local taxes, and duties applicable to and assessable against any Work, Goods, services,
processes, and operations incidental to or involved in the Contract, including but not limited
to retail sales and use, transportation, export, import, business, and special taxes. The
Contractor is responsible for ascertaining and paying the taxes when due. The Total Contract
Price shall include compensation for all taxes the Contractor is required to pay by Laws in
effect on the date the Contractor’s bid was opened. The Contractor will maintain auditable
records, subject to the Agency reviews, confirming that tax payments are current at all times.

SP 5 Liquidated Damages for Late Delivery of the Bus (SBPG 2.3.4)

It is mutually understood and agreed by and between the parties to the Contract that time is
of the essence with respect to the completion of the Work and that in case of any failure on
the part of the Contractor to complete the Work within the time specified in "Delivery
Schedule" (Section 2.3.1.2), except for any excusable delays as provided in ""Unavoidable
Delays" (Section 2.3.3), or any extension thereof, the Procuring Agency will be damaged
thereby. The amount of said damages, being difficult if not impossible of definite
ascertainment and proof, it is hereby agreed that the amount of such damages due the
Procuring Agency shall be fixed at $ (see Appendix for LD Calculation Guideline) per
calendar day per bus not delivered in substantially as good condition as inspected by the
Procuring Agency at the time released for shipment.

The Contractor hereby agrees to pay the aforestated amounts as fixed, agreed and liquidated
damages, and not by way of penalty, to the Procuring Agency and further authorizes the
Procuring Agency to deduct the amount of the damages from money due the Contractor
under the Contract, computed as aforesaid. If the monies due the Contractor are insufficient
or no monies are due the Contractor, the Contractor shall pay the Procuring Agency the
difference or the entire amount, whichever may be the case, within 30 (thirty) calendar days
after receipt of a written demand by the Contracting Officer.

The payment of aforesaid fixed, agreed and liquidated damages shall be in lieu of any
damages for any loss of profit, loss of revenue, loss of use, or for any other direct, indirect,
special or consequential losses or damages of any kind whatsoever that may be suffered by
the Procuring Agency arising at any time from the failure of the Contractor to fulfill the
obligations referenced in this clause in a timely manner.
 The Procuring Agency specifically reserves the right, without limitation of any other rights,
to terminate the Contract in accordance with "Termination of Contract" (Section 2.2.6).

(a) (b) (Guideline option omitted)

May be considered by the Procuring Agency for inclusion if
early delivery will create a savings to the Procuring
Agency. Procuring Agency may wish to modify
"Contractor's Delay" (Section 2.3.3.1) to determine delivery
date for purposes of this incentive option) - In the event that
the Contractor completes Work earlier than required by
"Delivery Schedule" (Section 2.3.1.2), the Contractor shall
be paid an incentive of $ (see Appendix for Incentive
Calculation Guideline) per calendar day per bus that is
delivered and accepted early. The total amount of such
incentive payments shall not exceed (insert maximum
percent) percent (__ %) of the total Contract amount.

SP 6 Service and Parts

SP 6.1. Training (SBPG 2.5.1)

(The following is illustrative; the Procuring Agency should carefully specify its
requirements)

The Contractor shall have at least one qualified instructor who shall be available at the
Procuring Agency's property for (number of days per month) calendar days between the
hours of (starting time) and (closing time) per month for (number) months prior to, and
(number) months after, acceptance of the first bus. Instructor(s) shall conduct schools and
advise the personnel of the Procuring Agency on the proper operation and maintenance of the
equipment. The Contractor shall also provide visual and other teaching aids for use by the
Procuring Agency's own training staff.

SP 6.2. Engineer/Service Representatives (SBPG 2.5.2)

The Contractor shall, at its own expense, have a competent engineering service
representative(s) available on request to assist the Procuring Agency's staff in the solution of
engineering or design problems within the scope of the specifications that may arise during
the warranty period. This does not relieve the Contractor of responsibilities under Part 4:
Warranty Provisions.

SP 6.3. Contractor Service and Parts Support (SBPG 1.1.3.2.1)

The Offeror shall state on the form provided in “Service and Parts Support” (Section 1.1.6.3)
the representatives responsible for assisting the Procuring Agency, as well as the location of
the nearest distribution center which shall furnish a complete supply of parts and components
 for the repair and maintenance of the buses to be supplied. The Offeror shall also state below,
or by separate attachment, its policy on transportation charges for parts other than those
covered by warranty.

SP 6.4. Documentation (SBPG 2.5.3)

The Contractor shall provide (Procuring Agent to insert number and specify any additional
documentation requirements) current maintenance manual(s), (number) current parts
manual(s), and (number) standard operator's manual(s) as part of this Contract. The
Contractor shall keep maintenance manuals available for a period of three years after the date
of acceptance of the buses procured under this Contract. The Contractor shall also exert its
best efforts to keep maintenance manuals, operator manuals, and keep parts books up-to-date
for a period of 15 (fifteen) years. The supplied maintenance and operator's manuals shall
incorporate all equipment ordered on the buses covered by this procurement.

SP 6.5. Parts Availability Guaranty (SBPG 2.5.4)

The Contractor hereby guarantees to provide, within reasonable periods of time, the spare
parts, software and all equipment necessary to maintain and repair the buses supplied under
this Contract for a period of at least 15 (fifteen) years after the date of acceptance. Parts shall
be interchangeable with the original equipment and be manufactured in accordance with the
quality assurance provisions of this Contract. Prices shall not exceed the Contractor's then
current published catalog prices.

Where the parts ordered by the Procuring Agency are not received within two working days
of the agreed upon time/date and a bus procured under this Contract is out-of-service due to
the lack of said ordered parts, then the Contractor shall provide the Procuring Agency, within
eight hours of the Procuring Agency's verbal or written request, the original suppliers' and/or
manufacturers' parts numbers, company names, addresses, telephone numbers and contact
persons' names for all of the specific parts not received by the Procuring Agency.

Where the Contractor fails to honor this parts guaranty or parts ordered by the Procuring
Agency are not received within 30 (thirty) days of the agreed upon delivery date, then the
Contractor shall provide to Procuring Agency, within 7 (seven) days of the Procuring
Agency's verbal or written request, the design and manufacturing documentation for those
parts manufactured by the Contractor and the original suppliers' and/or manufacturers' parts
numbers, company names, addresses, telephone numbers and contact persons' names for all
of the specific parts not received by the Procuring Agency. Contractor's design and
manufacturing documentation provided to the Procuring Agency shall be for its sole use in
regard to the buses procured under this Contract and for no other purpose.

SP 6.6. Interchangeability (SBPG 2.5.5)

Unless otherwise agreed, all units and components procured under this Contract, whether
provided by suppliers or manufactured by the Contractor, shall be duplicates in design,
manufacture, and installation to assure interchangeability among buses in this procurement.
 This interchangeability shall extend to the individual components as well as to their locations
in the buses.

SP 7 Owner Furnished Equipment

SP 8 Federal Motor Vehicle Safety Standards (SBPG 2.10.1.4)

The Offeror and (if selected) Contractor shall submit 1) manufacturer's FMVSS self-
certification sticker information that the vehicle complies with relevant FMVSS or 2)
manufacturer's certified statement that the contracted buses will not be subject to FMVSS
regulations.

SP 9 Insurance (MARTA SC 11)

The Supplier shall maintain in effect during the term of this Contract, including any warranty
period, at his own expense, at least the following coverage, and limits of insurance:

1. Statutory Workers Compensation and Employers Liability insurance and/ or qualified

self-insurance program covering Supplier's employees while on Agency property.
2. Commercial General Liability Insurance
(a) Bodily Injury and Property Damage, including Contractual Liability covering the
indemnification contained herein - $1,000,000 combined single limits per occurrence,
$1,000,000 aggregate, where applicable.
(b) Product Liability- $10,000,000 per occurrence, $10,000,000 annual aggregate for a
period of five (5) years after acceptance of the last bus delivered under this Contract.
3. Automobile Liability Insurance
Bodily Injury and Property Damage - $1,000,000 combined single limits per occurrence.
Supplier shall deliver to the Agency, within ten (10) days after receiving Notice of Award of
this Contract, evidence of the above. Such evidence shall be in the form and format
acceptable to the Agency. Prior to the expiration of any insurance during the time required,
the Supplier shall furnish evidence of renewal to the Agency's Contract Administrator.
All Supplier’s policies shall contain an endorsement providing that written notice shall be
given to Agency location at least sixty (60) days prior to termination, cancellation, or
reduction of coverage in the policy.

SP 10 Agency specific provisions

 SECTION 5 – FEDERAL REQUIREMENTS

FR 1 Access to Records
In accordance with 49 U.S.C. 5325, 18 CFR 18.36 (i), 49 CFR 633.17 the Contractor
agrees to provide Access to Records and Reports
The following access to records requirements apply to this Contract:
(a) The Contractor agrees to provide the Agency, the FTA Administrator, the
Comptroller General of the United States or any of their authorized
representatives access to any books, documents, papers and records of the
Contractor which are directly pertinent to this contract for the purposes of
making audits, examinations, excerpts and transcriptions. Contractor also
agrees, pursuant to 49 C. F. R. 633.17, to provide the FTA Administrator or
his authorized representatives, including any PMO Contractor access, to the
Contractor's records and construction sites pertaining to a major capital
project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial
assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311.
(b) Where the Agency enters into a contract for a capital project or improvement
(defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the
Contractor shall make available records related to the contract to the Agency,
the Secretary of Transportation and the Comptroller General or any authorized
officer or employee of any of them for the purposes of conducting an audit
and inspection.
(c) The Contractor agrees to permit any of the foregoing parties to reproduce by
any means whatsoever or to copy excerpts and transcriptions as reasonably
needed.
(d) The Contractor agrees to maintain all books, records, accounts and reports
required under this contract for a period of not less than three years after the
date of termination or expiration of this Contract, except in the event of
litigation or settlement of claims arising from the performance of this contract,
in which case the Contractor agrees to maintain same until the Agency, the
FTA Administrator, the Comptroller General, or any of their duly authorized
representatives, have disposed of all such litigation, appeals, claims or
exceptions related thereto. Reference 49 CFR 18.39(i)(11).
(e) FTA does not require the inclusion of these requirements in subcontracts.
Requirements for Access to Records and Reports by Types of Contract

Contract Operational Turnkey Construction Architectural Acquisition of Professional

Characteristics Service Contract Engineering Rolling Stock Services

I State Grantees

None Those imposed None None None None

a. Contracts below
on state pass thru
SAT ($100,000)
to Contractor

b. Contracts above None unless1 Yes, if non- None unless None unless None unless
 $100,000/Capital non-competitive competitive non-competitive non-competitive non-competitive
Projects award award or if award award award
funded thru2
5307/5309/5311

II Non State
Grantees
Those imposed
on non-state
a. Contracts below Yes3 Grantee pass thru Yes Yes Yes Yes
SAT ($100,000) to Contractor
b. Contracts above
$100,000/Capital Yes3 Yes Yes Yes Yes
Projects

Sources of Authority:
1
49 USC 5325 (a)
2
49 CFR 633.17
3
18 CFR 18.36 (i)

FR 2 Federal Funding, Incorporation Of Federal Transit Administration (FTA) Terms, And

Federal Changes (SBPG 2.8.3 and 2.8.4)

"General Contract Provisions," (this Section 2), includes, in part, certain standard terms and
conditions required by DOT, whether or not expressly set forth in the Contract provisions.
All contractual provisions required by DOT, as set forth in FTA Circular 4220.1D, as
amended, are hereby incorporated by reference. Anything to the contrary herein
notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict
with other provisions contained in this Agreement. The Contractor shall not perform any act,
fail to perform any act, or refuse to comply with any Procuring Agency requests which would
cause Procuring Agency to be in violation of the FTA terms and conditions.

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

FR 3 Federal Energy Conservation Requirements (SBPG 2.8.4)

The contractor agrees to comply with mandatory standards and policies relating to energy
efficiency which are contained in the state energy conservation plan issued in compliance
with the Energy Policy and Conservation Act. (42 U.S.C. 6321 et seq.)
FR 4 Civil Rights Requirements (SBPG 2.8.8)

NONDISCRIMINATION
In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section
303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of
the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49
U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or
applicant for employment because of race, color, creed, national origin, sex, age, or
disability. In addition, the Contractor agrees to comply with applicable Federal
implementing regulations and other implementing requirements FTA may issue.

EQUAL EMPLOYMENT OPPORTUNITY

The following equal employment opportunity requirements apply to the underlying Contract:

1. Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil
Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. §
5332, the Contractor agrees to comply with all applicable equal employment
opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations,
"Office of Federal Contract Compliance Programs, Equal Employment Opportunity,
Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order
No. 11246, "Equal Employment Opportunity," as amended by Executive Order No.
11375, "Amending Executive Order 11246 Relating to Equal Employment
Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes,
executive orders, regulations, and Federal policies that may in the future affect
construction activities undertaken in the course of the Project. The Contractor agrees
to take affirmative action to ensure that applicants are employed, and that employees
are treated during employment, without regard to their race, color, creed, national
origin, sex, or age. Such action shall include, but not be limited to, the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising,
layoff or termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeship. In addition, the Contractor agrees to comply with
any implementing requirements FTA may issue;

2. Age. In accordance with section 4 of the Age Discrimination in Employment Act of

1967, as amended, 29 U.S.C. §§ 623 and Federal transit law at 49 U.S.C. § 5332, the
Contractor agrees to refrain from discrimination against present and prospective
employees for reason of age. In addition, the Contractor agrees to comply with any
implementing requirements FTA may issue.

3. Disabilities. In accordance with section 102 of the Americans with Disabilities Act, as
amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the
requirements of U.S. Equal Employment Opportunity Commission, "Regulations to
Implement the Equal Employment Provisions of the Americans with Disabilities
Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In
 addition, the Contractor agrees to comply with any implementing requirements FTA
may issue.

FR 5 No Government Obligation to Third Parties (SBPG 2.8.1)

The Procuring Agency and the Contractor acknowledge and agree that, notwithstanding any
concurrence by the Federal Government in or approval of the solicitation or award of the
underlying Contract, absent the express written consent by the Federal Government, the
Federal Government is not a party to this Contract and shall not be subject to any obligations
or liabilities to the Procuring Agency, Contractor, or any other party (whether or not a party
to that Contract) pertaining to any matter resulting from the underlying Contract.

FR 6 Program Fraud and False or Fraudulent Statements Or Related Acts (SBPG 2.8.2)

1. The Contractor acknowledges that the provisions of the Program Fraud Civil
Remedies Act of 1986, as amended, 31 U.S.C. §§3801 et seq. and U.S. DOT
regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its
actions pertaining to this Project. Accordingly, by signing the underlying Contract,
the Contractor certifies or affirms the truthfulness and accuracy of any statement it
has made, it makes, it may make, or causes to be made, pertaining to the
underlying Contract or the FTA assisted project for which this Contract work is
being performed. In addition to other penalties that may be applicable, the
Contractor also acknowledges that if it makes, or causes to be made, a false,
fictitious, or fraudulent claim, statement, submission, or certification, the Federal
Government reserves the right to impose the penalties of the Program Fraud Civil
Remedies Act of 1986 on the Contractor to the extent the Federal Government
deems appropriate.

2. The Contractor also acknowledges that if it makes, or causes to be made, a false,

fictitious, or fraudulent claim, statement, submission, or certification to the Federal
Government under a contract connected with a project that is financed in whole or
in part with Federal assistance awarded by FTA under the authority of 49 U.S.C. §
5301 et seq., the Government reserves the right to impose the penalties of 18
U.S.C. § 1001 and 49 U.S.C. § 5301 et seq. on the Contractor, to the extent the
Federal Government deems appropriate.

FR 7 Suspension And Debarment (SBPG 2.9.4)

1. By signing and submitting this bid or proposal, the prospective lower tier participant is
providing the signed certification set out in "Debarment and Suspension
Certification" (Section 1.1 of the Procuring Agency's solicitation).

2. The certification in this clause is a material representation of fact upon which reliance
was placed when this transaction was entered into. If it is later determined that the
prospective lower tier participant knowingly rendered an erroneous certification, in
 addition to other remedies available to the Federal Government, Procuring Agency
may pursue available remedies, including suspension and/or debarment.

3. The prospective lower tier participant shall provide immediate written notice to
Procuring Agency if at any time the prospective lower tier participant learns that its
certification was erroneous when submitted or has become erroneous by reason of
changed circumstances.

4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier

covered transaction," :"participant," "persons," "primary covered transaction,"
"principal," "proposal," and "voluntarily excluded," as used in this clause, have the
meanings set out in the Definitions and Coverage sections of rules implementing
Executive Order 12549 [49 CFR Part 29]. You may contact Procuring Agency for
assistance in obtaining a copy of those regulations.

5. The prospective lower tier participant agrees by submitting this proposal that, should
the proposed covered transaction be entered into, it shall not knowingly enter into any
lower tier covered transaction with a person who is proposed for debarment under 48
CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily
excluded from participation in this covered transaction, unless authorized in writing
by Procuring Agency.

6. The prospective lower tier participant further agrees by submitting this proposal that it
will include the clause titled "Debarment and Suspension Certification Requirements"
and the certificate form, without modification, in all lower tier covered transactions
and in all solicitations for lower tier covered transactions.

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

participant in a lower tier covered transaction that it is not proposed for debarment
under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily
excluded from the covered transaction, unless it knows that the certification is
erroneous. A participant may decide the method and frequency by which it
determines the eligibility of its principals. Each participant may, but is not required
to, check the Nonprocurement List issued by U.S. General Service Administration.

8. Nothing contained in the foregoing shall be construed to require establishment of

system of records in order to render in good faith the certification required by this
clause. The knowledge and information of a participant is not required to exceed that
which is normally possessed by a prudent person in the ordinary course of business
dealings.

9. Except for transactions authorized under Paragraph 5 of these instructions, if a

participant in a covered transaction knowingly enters into a lower tier covered
transaction with a person who is proposed for debarment under 48 CFR part 9,
subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from
participation in this transaction, in addition to all remedies available to the Federal
 Government, Procuring Agency may pursue available remedies including suspension
and/or debarment.

FR 8 Disadvantaged Business Enterprise (DBE) (SBPG 2.8.9)

POLICY
It is the policy of the Department of Transportation that Disadvantaged Business Enterprises
(DBEs) as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in
the performance of Contracts financed in whole or in part with Federal Funds under this
agreement. Consequently the DBE requirements of 49 CFR Part 23 apply to this agreement.

DBE OBLIGATION
Contractor agrees to ensure that Disadvantaged Business Enterprises as defined in 49 CFR
Part 23 have the maximum opportunity to participate in the performance of Contracts and
subcontracts financed in whole or in part with Federal funds provided under this agreement.
In this regard, all recipients or contractors shall take all necessary and reasonable steps in
accordance with 49 CFR Part 23 to ensure that Disadvantaged Business Enterprises have the
maximum opportunity to compete for and perform contracts. Recipients and their
contractors shall not discriminate on the basis of race, color, national origin, or sex in the
award and performance of DOT assisted contracts.

REMEDY
Failure of the Contractor to comply with this section or to include it in any subcontract of any
tier will constitute a breach of Contract and, after notification of DOT, may result in
termination of the Contract by the Procuring Agency or such remedy as the Procuring
Agency deems appropriate.

FR 9 Clean Water Requirements (SBPG 2.9.3)

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

FR 10 Clean Air Requirements (SBPG 2.9.2)

The Contractor shall comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor shall
report each violation to the Procuring Agency and understands and agrees that the Procuring
Agency will, in turn, report each violation as required to assure notification to FTA and the
appropriate EPA Regional Office.
FR 11 Compliance With Federal Lobbying Policy (SBPG 2.9.5)

In accordance with 31 U.S.C. ( 1352, and U.S. DOT regulations, "New Restrictions on
Lobbying," 49 C.F.R. Part 20, the Contractor must have provided a certification to the
Procuring Agency that the Contractor has not and will not use Federal appropriated funds to
pay any person or organization to influence or attempt to influence an officer or employee of
any Federal department or agency, a member of Congress, officer or employee of Congress,
or an employee of a member of Congress in connection with obtaining any Federal contract,
grant or any other award covered by 31 U.S.C. 1352. See "Lobbying Certification," in
Section 1.1 of Procuring Agency's solicitation.

FR 12 Buy America (SBPG 2.10.1)

CERTIFICATIONS REQUIRED
The Offeror and (if selected) Contractor agrees to comply with 49 U.S.C. § 5323(l) and
FTA's implementing regulation at 49 C.F.R. Part 663 and to submit the following
certifications with its Offer and (if selected) after acceptance of the last bus:

BUY AMERICA REQUIREMENTS

The Offeror and (if selected) Contractor shall complete and submit a declaration certifying
either compliance or noncompliance with Buy America. If the Offeror/Contractor certifies
compliance with Buy America, it shall submit documentation which lists 1) component and
subcomponent parts of the rolling stock to be purchased identified by manufacturer of the
parts, their country of origin and costs; and 2) the location of the final assembly point for the
rolling stock, including a description of the activities that will take place at the final assembly
point and the cost of final assembly.

SOLICITATION SPECIFICATION REQUIREMENTS

The Offeror and (if selected) Contractor shall submit evidence that it will be capable of
meeting the bid specifications.

FR 13 Testing of New Bus Models (SBPG 2.10.2)

The Contractor agrees to comply with 49 U.S.C. § 5323(c) and FTA's implementing
regulation at 49 CFR Part 665 and shall perform the following:

1. A manufacturer of a new bus model or a bus produced with a major change in

components or configuration shall provide a copy of the final test report to the
Procuring Agency prior to the recipient's final acceptance of the first bus.

2. A manufacturer who releases a report under paragraph 1 above shall provide notice to
the operator of the testing facility that the report is available to the public.

3. If the manufacturer represents that the vehicle was previously tested, the vehicle being
sold should have the identical configuration and major components as the vehicle in
 the test report, which must be provided to the Procuring Agency prior to Procuring
Agency's final acceptance of the first vehicle. If the configuration or components are
not identical, the manufacturer shall provide a description of the change and the
manufacturer's basis for concluding that it is not a major change requiring additional
testing.

4. If the manufacturer represents that the vehicle is "grandfathered" (has been used in
mass transit service in the United States before October 1, 1988, and is currently
being produced without a major change in configuration or components), the
manufacturer shall provide the name and address of the recipient of such a vehicle
and the details of that vehicle's configuration and major components.

FR 14 Pre-Award and Post-Delivery Audits (SBPG 2.10.1 NOTE: This is identical to FR12)

CERTIFICATIONS REQUIRED
The Offeror and (if selected) Contractor agrees to comply with 49 U.S.C. § 5323(l) and
FTA's implementing regulation at 49 C.F.R. Part 663 and to submit the following
certifications with its Offer and (if selected) after acceptance of the last bus:

BUY AMERICA REQUIREMENTS

The Offeror and (if selected) Contractor shall complete and submit a declaration certifying
either compliance or noncompliance with Buy America. If the Offeror/Contractor certifies
compliance with Buy America, it shall submit documentation which lists 1) component and
subcomponent parts of the rolling stock to be purchased identified by manufacturer of the
parts, their country of origin and costs; and 2) the location of the final assembly point for the
rolling stock, including a description of the activities that will take place at the final assembly
point and the cost of final assembly.

SOLICITATION SPECIFICATION REQUIREMENTS

The Offeror and (if selected) Contractor shall submit evidence that it will be capable of
meeting the bid specifications.

FR 15 ADA Access (ADA website)

Title III of the Americans with Disabilities Act of 1990 (42 U.S.C. 12181), prohibits
discrimination on the basis of disability by public accommodations and requires places of
public accommodation and commercial facilities to be designed, constructed, and altered in
compliance with the established accessibility standards.
For information:

Department of Justice
Phone: 800-514-0301
TDD: 800-514-0383
Filing complaints:

U.S. Department of Justice

Disability Rights Section
Civil Rights Division
P.O. Box 66738
Washington, DC 20035-6738

Title II/Section 504 complaint form (available in printable HTML format)

www.ada.gov/t2cmpfrm.htm

How to File a Title III Complaint

www.ada.gov/t3compfm.htm

ADA home page

www.ada.gov

ADA Regulations and Technical Assistance Material (available in print, accessible formats, and by
fax back)
www.ada.gov/publicat.htm

ADAAG (Americans with Disabilities Accessibility Guidelines)

Making facilities accessible (e.g., braille signage) is covered by the Americans with
Disabilities Act Accessibility Guidelines (ADAAG). ADAAG sets requirements for
accessibility to buildings and facilities by individuals with disabilities under the Americans
with Disabilities Act (ADA) of 1990. ADAAG contains requirements for accessibility
features such as detectable warnings, braille and large print signage, and accessible elevator
controls.
For technical assistance or complaints:

Architectural and Transportation Barriers Compliance Board (Access Board)

1331 F Street, N.W., Suite 1000
Washington, DC 20004
Phone: 202-272-5434
TTY: 202-272-5449
800-872-2253
TTY: 800-993-2822
Fax: 202-272-5447
E-mail: [email protected]
10:00 am - 5:30 pm EST
Wednesday 10:00 am - 2:00 pm EST

ADA Accessibility Guidelines for Buildings and Facilities

http://www.access-board.gov/adaag/html/adaag.htm
FR 16 Cargo Preference (SBPG 2.8.5)

The Contractor agrees:

To utilize privately owned United States-flag commercial vessels to ship at least 50 (fifty)
percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and
tankers) involved, whenever shipping any equipment, material, or commodities pursuant to
this Contract, to the extent such vessels are available at fair and reasonable rates for United
States-flag commercial vessels.

To furnish within 20 (twenty) working days following the date of loading for shipments
originating within the United States, or within 30 (thirty) working days following the date of
loading for shipments originating outside the United States, a legible copy of a rated, "on-
board" commercial ocean bill-of-lading in English for each shipment of cargo described in
the preceding paragraph to the Division of National Cargo, Office of Market Development,
Maritime Administration, Washington, DC 20590 and to the Procuring Agency (through the
Contractor in the case of a subcontractor's bill-of-lading.)

FR 17 Fly America (Appendix A, FTA Best Practices Procurement Manual)

The Contractor agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in
accordance with the General Services Administration's regulations at 41 CFR Part 301-10,
which provide that recipients and subrecipients of Federal funds and their contractors are
required to use U.S. Flag air carriers for U.S Government-financed international air travel
and transportation of their personal effects or property, to the extent such service is available,
unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America
Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification
or memorandum adequately explaining why service by a U.S. flag air carrier was not
available or why it was necessary to use a foreign air carrier and shall, in any event, provide a
certificate of compliance with the Fly America requirements. The Contractor agrees to
include the requirements of this section in all subcontracts that may involve international air
transportation.

FR 18 Drug and Alcohol Policy (Appendix A, FTA Best Practices Procurement Manual)

Drug and Alcohol Testing

Option 1
The Contractor agrees to:
(a) participate in the Agency's drug and alcohol program established in
compliance with 49 CFR 653 and 654.
Drug and Alcohol Testing
Option 2

The Contractor agrees to establish and implement a drug and alcohol testing program that
complies with 49 CFR Parts 653 and 654, produce any documentation necessary to establish
its compliance with Parts 653 and 654, and permit any authorized representative of the
United States Department of Transportation or its operating administrations, the State
Oversight Agency of Michigan, or the DTC, to inspect the facilities and records associated
with the implementation of the drug and alcohol testing program as required under 49 CFR
Parts 653 and 654 and review the testing process. The contractor agrees further to certify
annually its compliance with Parts 653 and 654 before (insert date) and to submit the
Management Information System (MIS) reports before (insert date before March 15) to
(insert title and address of person responsible for receiving information). To certify
compliance, the Contractor shall use the "Substance Abuse Certifications" in the "Annual
List of Certifications and Assurances for Federal Transit Administration Grants and
Cooperative Agreements," which is published annually in the Federal Register.

Drug and Alcohol Testing

Option 3
The Contractor agrees to establish and implement a drug and alcohol testing program that
complies with 49 CFR Parts 653 and 654, produce any documentation necessary to establish
its compliance with Parts 653 and 654, and permit any authorized representative of the
United States Department of Transportation or its operating administrations, the State
Oversight Agency of Michigan, or the DTC, to inspect the facilities and records associated
with the implementation of the drug and alcohol testing program as required under 49 CFR
Parts 653 and 654 and review the testing process. The Contractor agrees further to certify
annually its compliance with Parts 653 and 654 before (insert date) and to submit the
Management Information System (MIS) reports before (insert date before March 15) to
(insert title and address of person responsible for receiving information). To certify
compliance, the Contractor shall use the "Substance Abuse Certifications" in the "Annual
List of Certifications and Assurances for Federal Transit Administration Grants and
Cooperative Agreements," which is published annually in the Federal Register. The
Contractor agrees further to [Select a, b, or c] (a) submit before (insert date or upon request)
a copy of the Policy Statement developed to implement its drug and alcohol testing program;
OR (b) adopt (insert title of the Policy Statement the recipient wishes the Contractor to use)
as its policy statement as required under 49 CFR 653 and 654; OR (c) submit for review and
approval before (insert date or upon request) a copy of its Policy Statement developed to
implement its drug and alcohol testing program. In addition, the Contractor agrees to: (to be
determined by the recipient, but may address areas such as: the selection of the certified
laboratory, substance abuse professional, or Medical Review Officer, or the use of a
consortium).
 SECTION 6 – TECHNICAL SPECIFICATION

SECTION 7 – WARRANTY REQUIREMENTS

W1 Basic Warranty Provisions

W 1.1. Warranty Requirements
W 1.1.1. Contractor Warranty
W 1.1.2. Complete Bus
W 1.1.3. Body and Chassis Structure
W 1.1.4. Propulsion System
W 1.1.5. Major Subsystems
W 1.1.6. Extension of Warranty
W 1.2. Voiding of Warranty
W 1.3. Exceptions and Additions to Warranty
W 1.4. Detection of Defects
W 1.4.1. Serialized Components Under Warranty
W 1.5. Scope of Warranty Repairs
W 1.6. Warranty after Replacement Repairs
W 1.7. Fleet Defects
W 1.7.1. Occurrence and Remedy
W 1.7.2. Exceptions to Fleet Defect Provisions
W2 Updates to Serialized Components
W3 Agency Specific Requirements
W 3.1. Training
W 3.2. Engineer/Service Representatives
W 3.3. Contractor Service and Parts Support
W 3.4. Documentation
W 3.5. Part Availability Guaranty
W 3.6. Interchangeability

SECTION 8 – QUALITY ASSURANCE

Q1 Contractor’s In-Plant Quality Assurance Requirements

Q 1.1. Quality Assurance Requirements (SBPG 3.1)
The Contractor, the Contractor's manufacturing plant and organization shall be certified to
the appropriate QS-9000/ISO 9000 series of standards.
Q 1.2. Quality Assurance Organization (SBPG 3.1.2)
Q 1.2.1. Organization Establishment (SBPG 3.1.2.1)
The Contractor shall establish and maintain an effective in-plant quality assurance
organization. It shall be a specifically defined organization and should be directly
responsible to the Contractor's top management.
Q 1.2.2. Control (SBPG 3.1.2.2)
The quality assurance organization shall exercise quality control over all phases of
production from initiation of design through manufacture and preparation for delivery. The
organization shall also control the quality of supplied articles.
 Q 1.2.3. Authority And Responsibility (SBPG 3.1.2.3)
The quality assurance organization shall have the authority and responsibility for reliability,
quality control, inspection planning, establishment of the quality control system, and
acceptance/rejection of materials and manufactured articles in the production of the transit
buses.

Q 1.3. Quality Assurance Organization Functions (SBPG 3.1.3)

Q 1.3.1. Minimum Functions (SBPG 3.1.3.1)
The quality assurance organization shall include the following minimum functions.
Q 1.3.2. Work Instructions (SBPG 3.1.3.2)
The quality assurance organization shall verify inspection operation instructions to ascertain
that the manufactured product meets all prescribed requirements.
Q 1.3.3. Records Maintenance (SBPG 3.1.3.3)
The quality assurance organization shall maintain and use records and data essential to the
effective operation of its program. These records and data shall be available for review by
the Resident inspectors. Inspection and test records for this procurement shall be available
for a minimum of 1 year after inspections and tests are completed.
Q 1.3.4. Corrective Action (SBPG 3.1.3.4)
The quality assurance organization shall detect and promptly assure correction of any
conditions that may result in the production of defective transit buses. These conditions may
occur in designs, purchases, manufacture, tests, or operations that culminate in defective
supplies, services, facilities, technical data, or standards.

Q 1.4. Standards and Facilities (SBPG 3.1.4)

Q 1.4.1. Basic Standards And Facilities (SBPG 3.1.4.1)
The following standards and facilities shall be basic in the quality assurance process.
Q 1.4.2. Configuration Control (SPBG 3.1.4.2)
The Contractor shall maintain drawings, assembly procedures, and other documentation that
completely describe a qualified bus that meets all of the options and special requirements of
this procurement. The quality assurance organization shall verify that each transit bus is
manufactured in accordance with these controlled drawings, procedures, and documentation.
Q 1.4.3. Measuring And Testing Facilities (SBPG 3.1.4.3)
The Contractor shall provide and maintain the necessary gauges and other measuring and
testing devices for use by the quality assurance organization to verify that the buses conform
to all specification requirements. These devices shall be calibrated at established periods
against certified measurement standards that have known, valid relationships to national
standards.
Q 1.4.4. Production Tooling As Media Of Inspection (SBPG 3.1.4.4)
When production jigs, fixtures, tooling masters, templates, patterns, and other devices are
used as media of inspection, they shall be proved for accuracy at formally established
intervals and adjusted, replaced, or repaired as required to maintain quality.
Q 1.4.5. Equipment Use By Resident Inspectors (SBPG 3.1.4.5
The Contractor's gauges and other measuring and testing devices shall be made available for
use by the resident inspectors to verify that the buses conform to all specification
requirements. If necessary, the Contractor's personnel shall be made available to operate the
devices and to verify their condition and accuracy.
Q 1.5. Control of Purchases (SBPG 3.1.5)
Q 1.5.1. Maintenance Of Control (SBPG 3.1.5.1)
The Contractor shall maintain quality control of purchases.
Q 1.5.2. Supplier Control (SBPG 3.1.5.2)
The Contractor shall require that each supplier maintains a quality control program for the
services and supplies that it provides. The Contractor's quality assurance organization shall
inspect and test materials provided by suppliers for conformance to specification
requirements. Materials that have been inspected, tested, and approved shall be identified as
acceptable to the point of use in the manufacturing or assembly processes. Controls shall be
established to prevent inadvertent use of nonconforming materials.
Q 1.5.3. Purchasing Data (SBPG 3.1.5.3)
The Contractor shall verify that all applicable specification requirements are properly
included or referenced in purchase orders of articles to be used on transit buses.

Q 1.6. Manufacturing Control (SBPG 3.1.6)

Q 1.6.1. Controlled Conditions (SBPG 3.1.6.1)
The Contractor shall ensure that all basic production operations, as well as all other
processing and fabricating, are performed under controlled conditions. Establishment of
these controlled conditions shall be based on the documented work instructions, adequate
production equipment, and special working environments if necessary.
Q 1.6.2. Completed Items (SBPG 3.1.6.2)
A system for final inspection and test of completed transit buses shall be provided by the
quality assurance organization. It shall measure the overall quality of each completed bus.
Q 1.6.3. Nonconforming Materials (SBPG 3.1.6.3)
The quality assurance organization shall monitor the Contractor's system for controlling
nonconforming materials. The system shall include procedures for identification,
segregation, and disposition.
Q 1.6.4. Statistical Techniques (SBPG 3.1.6.4)
Statistical analysis, tests, and other quality control procedures may be used when appropriate
in the quality assurance processes.
Q 1.6.5. Inspection Status (SBPG 3.1.6.5)
A system shall be maintained by the quality assurance organization for identifying the
inspection status of components and completed transit buses. Identification may include
cards, tags, or other normal quality control devices.

Q 1.7. Inspection System (SBPG 3.1.7)

Q 1.7.1. Inspection System Scope (SBPG 3.1.7.1)
The quality assurance organization shall establish, maintain, and periodically audit a fully-
documented inspection system. The system shall prescribe inspection and test of materials,
work in process, and completed articles. As a minimum, it shall include the following
controls.
Q 1.7.2. Inspection Personnel (SBPG 3.1.7.2)
Sufficient trained inspectors shall be used to ensure that all materials, components, and
assemblies are inspected for conformance with the qualified bus design.
Q 1.7.3. Inspection Records (SBPG 3.1.7.3)
 Acceptance, rework, or rejection identification shall be attached to inspected articles.
Articles that have been accepted as a result of approved materials review actions shall be
identified. Articles that have been reworked to specified drawing configurations shall not
require special identification. Articles rejected as unsuitable or scrap shall be plainly marked
and controlled to prevent installation on the bus. Articles that become obsolete as a result of
engineering changes or other actions shall be controlled to prevent unauthorized assembly or
installation. Unusable articles shall be isolated and then scrapped.
Discrepancies noted by the Contractor or resident inspectors during assembly shall be entered
by the inspection personnel on a record that accompanies the major component, subassembly,
assembly, or bus from start of assembly through final inspection. Actions shall be taken to
correct discrepancies or deficiencies in the manufacturing processes, procedures, or other
conditions that cause articles to be in nonconformity with the requirements of the contract
specifications. The inspection personnel shall verify the corrective actions and mark the
discrepancy record. If discrepancies cannot be corrected by replacing the nonconforming
materials, the Procuring Agency shall approve the modification, repair, or method of
correction to the extent that the contract specifications are affected.
Alternate (SBPG 3.1.73 edited by John Andrews)
Acceptance, rework, or rejection identification shall be attached to inspected articles. Articles that
have been accepted as a result of approved materials review actions shall be identified. Articles
rejected as unsuitable or scrap shall be plainly marked and controlled to prevent installation on the
bus. Articles that become obsolete as a result of engineering changes or other actions shall be
controlled to prevent unauthorized assembly or installation. Unusable articles shall be isolated and
then scrapped.
Discrepancies noted by the Contractor or resident inspectors during assembly shall be entered by the
inspection personnel on a record that accompanies the major component, subassembly, assembly, or
bus from start of assembly through final inspection. Actions shall be taken to correct discrepancies or
deficiencies in the manufacturing processes, procedures, or other conditions that cause articles to be
in nonconformity with the requirements of the contract specifications. The inspection personnel shall
verify the corrective actions and mark the discrepancy record. If discrepancies cannot be corrected by
replacing the nonconforming materials, the Procuring Agency shall approve the modification, repair,
or method of correction to the extent that the contract specifications are affected.
Q 1.7.4. Quality Assurance Audits (SBPG 3.1.7.4)
The quality assurance organization shall establish and maintain a quality control audit
program. Records of this program shall be subject to review by the Procuring Agency.

Q2 Inspections (SBPG 3.2)

Q 2.1. Inspection Stations (SBGP 3.2.1)
Inspection stations shall be at the best locations to provide for the work content and
characteristics to be inspected. Stations shall provide the facilities and equipment to inspect
structural, electrical, hydraulic, and other components and assemblies for compliance with
the design requirements.
Stations shall also be at the best locations to inspect or test characteristics before they are
concealed by subsequent fabrication or assembly operations. These locations shall minimally
include underbody structure completion, body framing completion, body prior to paint
preparation, water test before interior trim and insulation installation, engine installation
completion, underbody dress-up and completion, bus prior to final paint touchup, bus prior to
road test, and bus final road test completion
Q 2.2. Resident Inspector (SBPG 3.2.2)
 Q 2.2.1. Resident Inspector Role (SBPG 3.2.2.1)
The Procuring Agency shall be represented at the Contractor's plant by resident inspectors.
They shall monitor, in the Contractor's plant, the manufacture of transit buses built under the
procurement. The presence of these resident inspectors in the plant shall not relieve the
Contractor of its responsibility to meet all of the requirements of this procurement. The
Procuring Agency shall designate a primary resident inspector, whose duties and
responsibilities are delineated in "Pre-Production Meetings" (Section 4.2.2.2); "Authority"
(Section 4.2.2.3); and "Pre-Delivery Tests" (Section 4.3.2). Contractor and resident inspector
relations shall be governed by the guidelines included as Attachment A to this Part 4.
"Quality Assurance" Provisions.
Alternative (AC Transit)
The Procuring Agency shall be represented at the Contractor's plant by resident inspectors, as required by FTA.
They shall monitor, in the Contractor's plant, the manufacture of transit buses built under the procurement. The
presence of these resident inspectors in the plant shall not relieve the Contractor of its responsibility to meet all
of the requirements of this procurement. The Procuring Agency shall designate a primary resident inspector,
whose duties and responsibilities are delineated in "Pre-Production Meetings" (Section 4.2.2.2); "Authority"
(Section 4.2.2.3); and "Pre-Delivery Tests" (Section 4.3.2). Contractor and resident inspector relations shall be
governed by the guidelines included as Attachment A to this Part 4. "Quality Assurance" Provisions.
Q 2.2.2. Pre-Production Meetings (SBPG 3.2.2.2)
The primary resident inspector shall participate in design review and pre-production
meetings with the Procuring Agency. At these meetings the configuration of the buses and
the manufacturing processes shall be finalized, and all contract documentation provided to
the inspector.
No less than 30 (thirty) days prior to the beginning of bus manufacture, the primary resident
inspector shall meet with the Contractor's quality assurance manager and shall conduct a pre-
production audit meeting. They shall review the inspection procedures and finalize
inspection checklists. The resident inspectors may begin monitoring bus construction
activities two weeks prior to the start of bus fabrication.
Q 2.2.3. Authority (SBPG 3.2.2.3)
Records and data maintained by the quality assurance organization shall be available for
review by the resident inspectors. Inspection and test records for this procurement shall be
available for a minimum of one year after inspections and tests are completed.
The Contractor's gauges and other measuring and testing devices shall be made available for
use by the resident inspectors to verify that the buses conform to all specification
requirements. If necessary, the Contractor's personnel shall be made available to operate the
devices and to verify their condition and accuracy.
Discrepancies noted by the resident inspector during assembly shall be entered by the
Contractor's inspection personnel on a record that accompanies the major component,
subassembly, assembly, or bus from start of assembly through final inspection. Actions shall
be taken to correct discrepancies or deficiencies in the manufacturing processes, procedures,
or other conditions that cause articles to be in nonconformity with the requirements of the
contract specifications. The inspection personnel shall verify the corrective actions and mark
the discrepancy record. If discrepancies cannot be corrected by replacing the nonconforming
materials, the Procuring Agency shall approve the modification, repair, or method of
correction to the extent that the contract specifications are affected.
The primary resident inspector shall remain in the Contractor's plant for the duration of bus
assembly work under this contract. Only the primary resident inspector or designee shall be
authorized to release the buses for delivery. The resident inspectors shall be authorized to
 approve the pre-delivery acceptance tests. Upon request to the quality assurance supervisors,
the resident inspectors shall have access to the Contractor's quality assurance files related to
this procurement. These files shall include drawings, assembly procedures, material
standards, parts lists, inspection processing and reports, and records of defects.
Alternative: (SBPG 3.2.2.3 edited by John Andrews)
The primary resident inspector shall remain in the Contractor's plant for the duration of bus assembly work
under this contract. Only the primary resident inspector or designee shall be authorized to release the buses for
delivery. The resident inspectors shall be authorized to approve the pre-delivery acceptance tests. Upon request
to the quality assurance supervisors, the resident inspectors shall have access to the Contractor's quality
assurance files related to this procurement. These files shall include drawings, assembly procedures, material
standards, parts lists, inspection processing and reports, and records of defects.
Q 2.2.4. Support Provisions (SBPG 3.2.2.4)
The Contractor shall provide office space for the resident inspectors in close proximity to the
final assembly area. This office space shall be equipped with desks, outside and interplant
telephones, file cabinet, chairs, and clothing lockers sufficient to accommodate the resident
staff.
Q3 Acceptance Tests (SBPG 3.3)
Q 3.1. Responsibility (SBPG 3.3.1)
Fully-documented tests shall be conducted on each production bus following manufacture to
determine its acceptance to the Procuring Agency. These acceptance tests shall include pre-
delivery inspections and testing by the Contractor, and inspections and testing by the
Procuring Agency after the buses have been delivered.
Q 3.2. Pre-Delivery Tests (SBPG 3.3.2)
The Contractor shall conduct acceptance tests at its plant on each bus following completion
of manufacture and before delivery to the Procuring Agency. These pre-delivery tests shall
include visual and measured inspections, as well as testing the total bus operation. The tests
shall be conducted and documented in accordance with written test plans, approved by the
Procuring Agency.
Additional tests may be conducted at the Contractor's discretion to ensure that the completed
buses have attained the desired quality and have met the requirements in "Technical
Specifications" (Part 5). The Procuring Agency may, prior to commencement of production,
demand that the Contractor demonstrate compliance with any requirement in "Technical
Specifications" (Part 5), if there is evidence that prior tests have been invalidated by
Contractor's change of supplier or change in manufacturing process. Such demonstration
shall be by actual test, or by supplying a report of a previously performed test on similar or
like components and configuration. Any additional testing shall be recorded on appropriate
test forms provided by the Contractor and shall be conducted before acceptance of the bus.
The pre-delivery tests shall be scheduled and conducted with 30 (thirty) days notice so that
they may be witnessed by the resident inspectors, who may accept or reject the results of the
tests. The results of pre-delivery tests, and any other tests, shall be filed with the assembly
inspection records for each bus. The underfloor equipment shall be available for inspection
by the resident inspectors, using a pit or bus hoist provided by the Contractor. A hoist,
scaffold, or elevated platform shall be provided by the Contractor to easily and safely inspect
bus roofs. Delivery of each bus shall require written authorization of the primary resident
inspector. Authorization forms for the release of each bus for delivery shall be provided by
the Contractor. An executed copy of the authorization shall accompany the delivery of each
bus.
Q 3.2.1. Inspection - Visual And Measured (SBPG 3.3.2.1)
 Visual and measured inspections shall be conducted with the bus in a static condition. The
purpose of the inspection testing is to verify overall dimensional and weight requirements, to
verify that required components are included and are ready for operation, and to verify that
components and subsystems that are designed to operate with the bus in a static condition do
function as designed.
Q 3.2.2. Total Bus Operation (SBPG 3.3.2.2)
Total bus operation shall be evaluated during road tests. The purpose of the road tests is to
observe and verify the operation of the bus as a system and to verify the functional operation
of the subsystems that can be operated only while the bus is in motion.
Each bus shall be driven for a minimum of 15 (fifteen) miles during the road tests. Observed
Defects shall be recorded on the test forms. The bus shall be retested when Defects are
corrected and adjustments are made. This process shall continue until Defects or required
adjustments are no longer detected. Results shall be pass/fail for these bus operation tests.
Q 3.3. Post-Delivery Tests (SBPG 3.3.3)
The Procuring Agency may conduct acceptance tests on each delivered bus. These tests shall
be completed within 15 (fifteen) days after bus delivery and shall be conducted in accordance
with written test plans. The purpose of these tests is to identify Defects that have become
apparent between the time of bus release and delivery to the Procuring Agency. The post-
delivery tests shall include visual inspection and bus operations. No post-delivery test shall
apply criteria that are different from the criteria applied in an analogous pre-delivery test (if
any).
Buses that fail to pass the post-delivery tests are subject to nonacceptance. The Procuring
Agency shall record details of all Defects on the appropriate test forms and shall notify the
Contractor of acceptance, conditional acceptance, or nonacceptance of each bus within five
days according to "Acceptance of Bus" (Section 2.3.1.5) after completion of the tests. The
Defects detected during these tests shall be repaired according to procedures defined in
"Contractual Provisions" (Part 2, "Repairs After Nonacceptance" (Section 2.3.2).
Q 3.3.1. Visual Inspection (SBPG 3.3.3.1)
The post-delivery inspection is similar to the inspection at the Contractor's plant and shall be
conducted with the bus in a static condition. Any visual delivery damage shall be identified
and recorded during the visual inspection of each bus.
Q 3.3.2. Bus Operation (SBPG 3.3.3.2)
Road tests will be used for total bus operation similar to those conducted at the Contractor's
plant. In addition, the Procuring Agency may elect to perform chassis dynamometer tests.
Operational deficiencies of each bus shall be identified and recorded.

Q4 Agency Specific Requirements

SECTION 9 – FORMS AND CERTIFICATIONS

CER 1 Proposer’s check list – Not found

CER 2.1 ACKNOWLEDGMENT OF ADDENDA (SBPG 1.1.5.2)
The following form shall be completed and included in the bid.

Failure to acknowledge receipt of all addenda may cause the bid to be considered
nonresponsive to the solicitation. Acknowledged receipt of each addendum must be clearly
established and included with the Offer.

ACKNOWLEDGMENT OF ADDENDA

The undersigned acknowledges receipt of the following addenda to the documents:

Addendum No. , Dated

Addendum No. , Dated

Addendum No. , Dated

Addendum No. , Dated

Offeror:
Name

Street Address

City, State, Zip

Signature of Authorized Signer

Title

Phone
CER 2.2 OFFEROR SERVICE AND PARTS SUPPORT DATA (SBPG 1.1.5.3)

Location of nearest Technical Service Representative to Procuring Agency

Name _____________________________________

Address _____________________________________

Telephone _____________________________________

Offeror to describe technical services readily available from said representative.

Location of nearest Parts Distribution Center to Procuring Agency

Name _____________________________________

Address _____________________________________

Telephone _____________________________________

Offeror shall describe the extent of parts available at said center.

Policy for Delivery of Parts and Components to be Purchased for Service and
Maintenance

Regular Method of Shipment _____________________________________

Cost to Procuring Agency _____________________________________

CER 2.3 FORM FOR PROPOSAL DEVIATION (SBPG 1.1.6.9)
(Procuring Agency to Insert RFP Number)

The following form shall be completed for each condition, exception, reservation or
understanding (i.e., deviation) in the proposal according to “Conditions, Exceptions,
Reservations and Understandings” (Section 1.1.2.4). One copy without any price/cost
information is to be placed in the technical proposal as specified in “Technical Proposal
Requirements” (Section 1.1.3.2) and a separate copy with any price/cost information placed
in the price proposal as specified in “Price Proposal Requirements” (Section 1.1.3.3).

Deviation #: Offeror:

Solicitation Ref: Page: Section:

Complete Description of Deviation

Rationale (Pros & Cons):

CER 2.4 PRICING SCHEDULE (SBPG 1.1.5.9)

RFP 2001-763 Low Floor 40- & 60-Foot Buses (AC Transit)
This form is to be completed and included in the Price Proposal Package.
NOTE: All prices are to be in United States dollars.

UNIT PRICE
EXTENSION

One hundred thirty-five (135) 40-Foot Low Floor Buses ___________

___________

Sixty (60) 60-Foot Low Floor Buses ___________

___________

Manuals ___________
___________

Training ___________
___________

Spare Parts Package ___________

___________

Test Equipment and Special Tools ___________

___________

Pollution equipment (included in above unit prices) ___________

___________

ADA Equipment (included in above unit prices) ___________

___________

FREIGHT (NOT INCLUDED IN ABOVE PRICES) ___________

___________
CER 3 STATEMENT OF QUALIFICATIONS AND BUSINESS REFERENCES
(Not in SBPG)

PRE-AWARD EVALUATION FORM (AC TRANSIT)

RFP 2001-763 Low Floor 40- & 60-Foot Buses
This following form is to be completed and included in the Contracts Administration
Package.

PRE-AWARD EVALUATION DATA FORM

________________________________________________________________________

Project Description: 40- & 60-Foot Low Floor Buses

________________________________________________________________________

1. Name of Firm:
____________________________________________________________

2. Address:
____________________________________________________________
____________________________________________________________

3. [ ] Individual [ ] Partnership [ ] Corporation [ ] Joint Venture

4. Date Organized

________________________________________________

State in which incorporated _______________________________________

5. Name of Officers or Partners:

a. _______________________________________________________________
b. _______________________________________________________________
c. _______________________________________________________________
d. _______________________________________________________________
e. _______________________________________________________________
f. _______________________________________________________________
g. _______________________________________________________________

6. How long has your firm been in business under its present name?
 ________________________________

7. Attach as SCHEDULE ONE a list of similar current contracts which demonstrates your
technical proficiency, each with contract amount, name of contracting party, character or
type of work and percentage of completion.

8. Attach as SCHEDULE TWO a list of similar contracts, each with contract amount,
name of contracting party and character or type of work for similar contracts completed
in the last 5 years.

9. In the last five years have you ever been denied an award where you were selected

10. If the answer is YES, attach as SCHEDULE THREE the full particulars regarding each
occurrence.

11. Have you ever failed to complete, in the last five years, any contract on which you were
selected?

If the answer is YES, attach as SCHEDULE FOUR, the full particulars regarding each
occurrence.

12. Financial resources available as working capital for the Contract:

a. Cash on hand: $ _____________________________________________
b. Sources of credit: _______________________________________________

13. Attach as SCHEDULE FIVE financial statements for the last two years, including
Statement of Financial Position (Balance Sheet), Results of Operation (Income
Statement), Statement of Changes in Financial Position (Change in Resources) and
Statement of Current and Retained Earnings.

14. Attach as SCHEDULE SIX a list of all principal subcontractors and the percentage and
character of work (contract amount) which each will perform.

15. If the Contractor or subcontractor is a joint venture, submit PRE-AWARD

EVALUATION DATA forms for each number of the joint venture.

The above in formation is confidential and will not be divulged to any unauthorized
personnel.

The undersigned certifies to the accuracy of all information.

COMPANY:
___________________________________________________________
SIGNATURE:
___________________________________________________________
NAME:
___________________________________________________________
TITLE:
___________________________________________________________
DATE:
___________________________________________________________
CER 4.1 BUY AMERICA CERTIFICATION (SBPG 1.1.5.4)
(To be submitted with a bid or Offer exceeding the small purchase threshold
for Federal assistance programs, currently set at $100,000.)

Certificate of Compliance

The bidder hereby certifies that it will comply with the requirements of 49 U.S.C. Section
5323(j)(2)(C), Section 165(b)(3) of the Surface Transportation Assistance Act of 1982, as
amended,
and the regulations of 49 C.F.R. 661.11:

Date: ________________________________________________________

Signature: ____________________________________________________

Title: ________________________________________________________

Company Name: _______________________________________________

Certificate of Non-Compliance

The bidder hereby certifies that it cannot comply with the requirements of 49 U.S.C. Section
5323(j)(2)(C) and Section 165(b)(3) of the Surface Transportation Assistance Act of 1982, as
amended, but may qualify for an exception to the requirements consistent with 49 U.S.C.
Sections
5323(j)(2)(B) or (j)(2)(D), Sections 165(b)(2) or (b)(4) of the Surface Transportation
Assistance Act,
as amended, and regulations in 49 C.F.R. 661.7.

Date: ________________________________________________________

Signature: ____________________________________________________

Title: ________________________________________________________

Company Name: _______________________________________________

 CER 4.2 DEBARMENT AND SUSPENSION CERTIFICATION
(PROSPECTIVE CONTRACTOR) (Not in SBPG – LAMTA)

GC 9 CERTIFICATION OF PROSPECTIVE CONTRACTOR REGARDING DEBARMENT,

SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION

PRIMARY COVERED TRANSACTIONS MUST BE COMPLETED BY BIDDER

FOR CONTRACT VALUE OVER $100,000
[See Instructions for Completion in Instructions to Bidders in the section entitled
CONTRACTOR DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY
EXCLUSION]
Choose one alternative with “X” in the box:
The Bidder, ___________________________________________________ certifies
to the best of its knowledge and belief, that it and its principals:
1. Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
department or agency;
2. Have not within a three-year period preceding this proposal been convicted of or
had a civil judgment rendered against them for commission of fraud or a criminal
offense in connection with obtaining, attempting to obtain, or performing a public
(Federal, State or Local) transaction or contract under a public transaction;
violation of Federal or State antitrust statutes or commission or embezzlement,
theft, forgery, bribery, falsification or destruction of records, making false
statements, or receiving stolen property;
3. Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (Federal, State, or local) with commission of any of the
offenses enumerated in paragraph (2) of this certification; and
4. Have not within a three-year period preceding this Bid had one or more public
transactions (Federal, State or local) terminated for cause or default.
OR
The Bidder is unable to certify to all of the statements in this certification, and
attaches its explanation to this certification. (In explanation, certify to those
statements that can be certified to and explain those that cannot.)

The Bidder certifies or affirms the truthfulness and accuracy of the contents of the
statements submitted on or with this certification and understands that the provisions
of Title 31 USC § Sections 3801 are applicable thereto.

Executed on , 20 , at ,
(Date) (City) (State)
Typewritten or Printed Name Signature of Authorized Title
Official

CONTRACTOR DEBARMENT, SUSPENSION, INELIGIBILITY

AND VOLUNTARY EXCLUSION

Pursuant to 49 CFR Part 29, to confirm the eligibility of the Bidder/Proposer

or any covered Subcontractor to contract with Metro, Bidder/Proposer shall
complete and submit with the bid/proposal the Certificate entitled
“Certification of Prospective Contractor Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion”, and comply with subsection B below
related to each Lower Tier covered transaction.

1. Instructions for Bidder/Proposers Certification - Primary Covered Transactions

A. In addition to signing and submitting this bid/proposal, the Bidder (also

referred to as “prospective primary participant”) shall also provide the
Certificate entitled Certification of Potential Contractor Regarding
Debarment, Suspension, Ineligibility and Voluntary Exclusion - Primary
Covered Transaction.

B. The inability of a person to provide the subject certification will not

necessarily result in denial of participation in this Contract (also referred to as
“primary covered transaction” or “covered transaction). The Bidder/Proposer
shall submit an explanation of why it cannot provide the subject certification.
The certification or explanation will be considered in whether or not to enter
into this Contract. Failure of the Bidder/Proposer to furnish a certification or
an explanation shall disqualify the Bidder/Proposer from participation of this
Contract.

C. This certification is a material representation of fact upon which Metro will

rely when the Metro determines whether to enter into this Contract. If it is
later determined that the Bidder/Proposer knowingly rendered an erroneous
certification, the Metro may terminate this Contract for cause or default in
addition to other remedies available to the Metro.

D. The Bidder/Proposer shall provide immediate written notice to the Metro if at

any time the Bidder/Proposer learns that its certification was erroneous when
submitted or has become erroneous by reason of changed circumstances.

E. The terms covered transaction (or as used herein “Contract”), debarred,

suspended, ineligible, lower tier covered transaction (or as used herein
“Subcontract” including a subcontract with a supplier), participant (or as used
herein “Bidder/Proposer”), person, primary covered transaction (or as used
herein “Contract” or “Prime Contract”), principal, bid/proposal (or as used
 herein “Bidder/Proposer”) and voluntarily excluded, as used in this Section,
have the meanings set out in the Definitions and Coverage sections of the
rules implementing Executive Order 12549. The Bidder/Proposer may
contact the Metro for assistance in obtaining a copy of those regulations.

F. The Bidder/Proposer agrees by submitting this bid/proposal that, should the

Contract be entered into, it shall not knowingly enter into any lower tier
covered transaction with a person who is proposed for debarment under 48
CFR Part 9, subpart 9.4, debarred, suspended, declared ineligible, or
voluntarily excluded from participation in this covered transaction, unless
authorized by the Metro.

G. The Bidder/Proposer further agrees by submitting this bid/proposal that it will

include subsection B of this section and the certification titled “Certification
Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -
Lower Tier Covered Transaction,” provided by the Metro in the Bid/Proposal
Forms without modification, in all lower tier covered transactions and in all
solicitations for lower tier covered transactions.

H. The Bidder/Proposer may rely upon a certification of a prospective participant

in a lower tier covered transaction that it is not proposed for debarment under
48 CFR Part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily
excluded from the covered transaction, unless it knows that the certification is
erroneous. The Bidder/Proposer may decide the methods and frequency by
which it determines the eligibility of its principals. The Bidder/Proposer may,
but is not required to, check the “List of Parties Excluded from Federal
Procurement and Non-procurement Programs”.

I. Nothing contained in the foregoing shall be construed to require establishment

of a system of records in order to render in good faith the certification
required by this Section. The knowledge and information of the
Bidder/Proposer is not required to exceed that which is normally possessed by
a prudent person in the ordinary course of business dealings.

J. Except for transactions authorized under paragraph 6 of this subsection, if a

Bidder/Proposer knowingly enters into a lower tier covered transaction with a
person who is proposed for debarment under 48 CFR Part 9, subpart 9.4,
suspended, debarred, ineligible, or voluntarily excluded from participation in
this transaction, in addition to other remedies available to the Metro, the
Metro may terminate this transaction for cause or default.

2. Instructions for Prime tor Require of Sub-contractors Certification - Lower Tier

Covered Transactions

A. By signing and submitting its lower tier bid/proposal, the prospective lower
tier participant shall provide the certification in the Bid/Proposal Form entitled
 Certification of Prospective Lower Tier Participant Regarding Debarment,
Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered
Transactions.

B. The certification in this subsection is a material representation of fact upon

which Metro will rely when Metro enters into the Contract. If it is later
determined that the prospective lower tier participant knowingly rendered an
erroneous certification, in addition to other remedies available to the Metro,
the Metro may pursue available remedies, including suspension and/or
debarment.

C. The prospective lower tier participant shall provide immediate written notice
to the Bidder/Proposer if at any time the prospective lower tier participant
learns that its certification was erroneous when submitted or had become
erroneous by reason of changed circumstances.

D. The terms covered transaction (or as used herein “Contract”), debarred,

suspended, ineligible, lower tier covered transaction (or as used herein
“Subcontract,” including a subcontract with a Supplier), participant (or as
used herein “Bidder/Proposer”), person, primary covered transaction (or as
used herein “Contract” or “Prime Contract”), principal, bid/proposal, and
voluntarily excluded, as used in this section, have the meaning set out in the
Definitions and Coverage sections of rules implementing Executive Order
12549. The prospective lower tier participant may contact the
Bidder/Proposer for assistance in obtaining a copy of those regulations.

E. The prospective lower tier participant agrees by submitting its bid/proposal

that, should the proposed covered transaction be entered into, it shall not
knowingly enter into any lower tier covered transaction with a person who is
proposed for debarment under 48 CFR Part 9, subpart 9.4, debarred,
suspended, declared ineligible, or voluntarily excluded from participation in
this Contract, unless authorized by the Metro.

F. The prospective lower tier participant further agrees by submitting its

bid/proposal that it will include this subsection B and the Certification (in the
Bid/Proposal Forms) titled “Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction,”
without modification, in all lower tier covered transactions and in all
solicitations for lower tier covered transactions.

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

prospective participant in a lower tier covered transaction that it is not
proposed for debarment under 48 CFR Part 9, subpart 9.4, debarred,
suspended, ineligible, or voluntarily excluded from covered transactions,
unless it knows that the certification is erroneous. A participant may decide
the method and frequency by which it determines the eligibility of its
 principals. Each participant may, but is not required to, check the List of
Parties Excluded from Federal Procurement and Non-procurement Programs.

H. Nothing contained in the foregoing shall be construed to require establishment

of a system of records in order to render in good faith the certification
required by this section. The knowledge and information of a participant is
not required to exceed that which is normally possessed by a prudent person
in the ordinary course of business dealings.

I. Except for transactions authorized under paragraph 5 of this subsection, if a

participant in a covered transaction knowingly enters into a lower tier covered
transaction with a person who is proposed for debarment under 48 CFR Part 9,
subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from
participation in this transaction, in addition to other remedies available to the
Metro, the Metro may pursue available remedies, including suspension and/or
debarment.
CER 4.3 DEBARMENT AND SUSPENSION CERTIFICATION (LOWER TIER
COVERED TRANSACTION) (SBPG 1.1.6.5)
(To be submitted with a bid or Offer exceeding the small purchase threshold
for Federal assistance programs, currently $100,000.)

The prospective lower tier participant (Offeror) certifies, by submission of this Offer, that
neither it
nor its “principals” as defined at 49 C.F.R. § 29.105(p) is presently debarred, suspended,
proposed for
debarment, declared ineligible, or voluntarily excluded from participation in this transaction
by any
Federal department or agency.

If the prospective lower tier participant (Offeror) is unable to certify to the statement above,
it shall
attach an explanation, and indicate that it has done so, by placing an “X” in the following
space
________.

THE BIDDER OR OFFEROR, ____________, CERTIFIES OR AFFIRMS THE

TRUTHFULNESS AND ACCURACY OF EACH STATEMENT OF ITS
CERTIFICATION AND EXPLANATION, IF ANY. IN ADDITION, THE BIDDER
OR OFFEROR UNDERSTANDS AND AGREES THAT THE PROVISIONS OF 31
U.S.C. §§ 3801 ET SEQ. APPLY TO THIS CERTIFICATION AND EXPLANATION,
IF ANY.

_____________________________ Signature of the Bidder or Offeror’s Authorized

Official

_____________________________ Name and Title of the Bidder or Offeror’s Authorized

Official

_____________________________ Date
CER 4.4 NON-COLLUSION AFFIDAVIT (Not in SBPG METRO RTA, Akron
OH)
NON-COLLUSION AFFIDAVIT

This affidavit is to be filled out and executed by the bidder; if a corporation makes the bid,
then by its properly executed agent. The name of the individual swearing to the affidavit
should always appear on the line marked "Name of Affidavit." The affidavit's capacity,
when a partner or officer of a corporation, should be inserted on lines marked "Capacity."
The affidavit should sign individual name at end not partnership or corporation name, and
swear to said affidavit before a notary public, who must attach his/her seal.

State of _________, County of _________,

I, ___________________________________ being first duly sworn, do

hereby state that (Name of Affidavit)

I am ________________________ of
________________________________________ (Capacity)
(Name of Firm, Partnership, Corporation)

whose business is ________________________________________________________

and who resides at _______________________________________________________

and that
____________________________________________________
_____________ (Give names of all persons, firms,
or corporation interested in the bid)

is/are the only person(s) with me/us in the profits of the herein contained contract; that the
contract is made without any connection or interest in the profits thereof with any persons
making any bid or proposal for said work; that the said contract is on my/our part, in all
respects fair and without collusion or fraud, and also that no members of the Board of
Trustees, head of any department or bureau, or employee therein, or any employee of the
Authority, is directly or indirectly interested therein.
__________________________________
SIGNATURE OF AFFIDAVIT

SWORN TO BEFORE ME THIS __________ DAY OF _________________, 20___.

_______________________________
____ NOTARY PUBLIC
SEAL
___________________________________
MY COMMISSION EXPIRES
CER 4.5 LOBBYING CERTIFICATION (SBPG 1.1.6.6)
(To be submitted with a bid or Offer exceeding $100,000)

The Bidder or Offeror certifies, to the best its knowledge and belief, that:

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

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any
person for making lobbying contacts to an officer or employee of any agency, a Member
of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with this Federal contract, grant, loan, or cooperative agreement,
the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to
Report Lobbying," in accordance with its instruction, as amended by "Government wide
Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96).

(3) The undersigned shall require that the language of this certification be included in the
award documents for all subawards at all tiers (including subcontracts, subgrants, and
contracts under grants, loans, and cooperative agreements) and that all subrecipients
shall certify and disclose accordingly. This certification is a material representation of
fact upon which reliance was placed when this transaction was made or entered into.
Submission of this certification is a prerequisite for making or entering into this
transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act
of 1995). Any person who fails to file the required certification shall be subject to a civil
penalty of not less than $10,000 and not more than $100,000 for each such failure.

THE BIDDER OR OFFEROR, ____________, CERTIFIES OR AFFIRMS THE

TRUTHFULNESS AND ACCURACY OF EACH STATEMENT OF ITS
CERTIFICATION AND DISCLOSURE, IF ANY. IN ADDITION, THE BIDDER OR
OFFEROR UNDERSTANDS AND AGREES THAT THE PROVISIONS OF 31 U.S.C.
§§ 3801 ET SEQ. APPLY TO THIS CERTIFICATION AND DISCLOSURE, IF ANY.

_____________________________ Signature of the Bidder or Offeror’s Authorized

Official

_____________________________ Name and Title of the Bidder or Offeror’s Authorized

Official

_____________________________ Date
CER 4.6 CERTIFICATE OF COMPLIANCE WITH BUS TESTING
REQUIREMENT (SBPG 1.1.6.8)
The undersigned certifies that the vehicle offered in this procurement complies and will,
when delivered, comply with 49 U.S.C. § 5323(c) and FTA's implementing regulation at 49
CFR Part 665 according to the indicated one of the following three alternatives.

(mark one and only one of the three blank spaces with an “x”)

1.____ The buses offered herewith have been tested in accordance with 49 CFR Part 665 on
______________________(date). The vehicles being sold should have the identical
configuration and major components as the vehicle in the test report, which must be
submitted with this Offer. If the configuration or components are not identical, the
manufacturer shall provide with its Offer a description of the change and the
manufacturer's basis for concluding that it is not a major change requiring additional
testing.

2.____ The manufacturer represents that the vehicle is "grandfathered" (has been used in
mass transit service in the United States before October 1, 1988, and is currently
being produced without a major change in configuration or components), and
submits with this Offer the name and address of the recipient of such a vehicle and
the details of that vehicle's configuration and major components.

3.____ The vehicle is a new model and will be tested and the results will be submitted to
Procuring Agency prior to acceptance of the first bus.

The undersigned understands that misrepresenting the testing status of a vehicle acquired
with Federal financial assistance may subject the undersigned to civil penalties as outlined in
the Department of Transportation's regulation on Program Fraud Civil Remedies, 49 CFR
Part 31. In addition, the undersigned understands that FTA may suspend or debar a
manufacturer under the procedures in 49 CFR Part 29.

Date: __________________________________

Signature: _______________________________

Company Name: __________________________

Title: ___________________________________
CER 4.7 DBE APPROVAL CERTIFICATION (SBPG 1.1.6.7)
I hereby certify that the Offeror has complied with the requirements of 49 CFR 23.67,
Participation by Disadvantaged Business Enterprises in DOT Programs, and that its goals
have not been disapproved by the Federal Transit Administration.

_____________________________ Signature of the Offeror’s Authorized Official

_____________________________ Name and Title of the Offeror’s Authorized Official

_____________________________ Date
CER 5 OTHER CERTIFICATIONS

CER 5.1 OFFER (SBPG 2.1)

(The following is an example Offer/Award form to be modified as appropriate
by the Procuring Agency and included in the RFP.)

Offeror shall complete the following form and include same in the price proposal.

OFFER

By execution below Offeror hereby offers to furnish equipment and services as specified in
(Procuring Agency insert name) Request for Proposals No. (Procuring Agency insert RFP
Number)
including the General Provisions (Section 2), Quality Assurance Provisions (Section 3),
Warranty Provisions (Section 4) and Technical Specifications (Section 5), therein.

Offeror:
Name

Street Address

City, State, Zip

Signature of Authorized Signer

Title

Phone
1.3 AWARD
NOTICE OF AWARD

By execution below, Procuring Agency accepts Offer as indicated above.

Contracting Officer:
Signature

Date of Award:
CER 6 VEHICLE QUESTIONNAIRE (Not in SBPG)

GENERAL COACH DATA SHEET – LOW FLOOR 40-FOOT BUSES (AC

TRANSIT)

RFP 2001-763 Low Floor 40- & 60-Foot Buses

This form must be completed and included in the Technical Proposal.

Bus Manufacturer: _________________________________________________________

Bus Model Number: ________________________________________________________
Section 0
General
Dimensions
Overall Length
Over Bumpers ____________ Feet _______________ Inches
Over Body ____________ Feet _ ______________ Inches
Overall Width
Over Body excluding mirrors and lights __________________Inches
Over body including mirrors __________________Inches
Over tires __________________Inches
Angle of Approach ________________Degrees
Angle of Departure ________________Degrees
Breakover Angle ________________Degrees

Doorway Clear Opening

With Grab Handles No Grab Handles Height
Front Width _______________ In. _____________In. ________ In.
Center Width _______________ In. _____________In. _________In.
Rear Width _______________ In.
_____________In. ________ In.

Floor Height above ground - Front Door _____________________ Inches

Floor Height above ground – Center Door ____________________ Inches
Floor height above ground-Rear Door _____________________ Inches
Interior Head Room (center of aisle)
First Axle Location ______________________ Inches
Second Axle Location ______________________Inches
Aisle Width
Minimum Width on Floor Between First Axle Wheel Housings _________Inches
Minimum Width on Floor Between Drive Axle Wheel Housings _________Inches
Minimum Aisle Width Between Longitudinal Seats _________Inches
Minimum Aisle Width Between Transverse Seats _________Inches
Minimum Ground Clearance
Excluding Axles ________________Inches
At Axles ________________Inches
Turning Envelope
Outside Body Corner Turning Radius Including Bumper _______________Inches
Wheel Base
First axle to second axle _______________Inches
 Track
First axle measured center of tire to center of tire _________Inches
Second axle measured center of dual tires to center of dual wheels _________Inches
Overhang, Centerline of Axle Over Bumper
Front ________________Inches
Rear ________________Inches
Floor
Interior Length ____________Feet __________Inches
Interior Width ____________Feet __________Inches
Capacity
Total Number of Passenger Seats ___________________________

Total Number of Standing Passengers ___________________________

Curb Weight Curb Weight plus GVWR
Seated Load
Bus Weight
First Axle ____________ _____________ ___________
Second Axle ____________ _____________ ___________
Total ____________ _____________ ___________
Section 1
Steering Axles
Manufacturer ___________________________________________
Type and Weight Rating ___________________________________________
Model Number ___________________________________________
Section 2
Drive Axles
Manufacturer ___________________________________________
Type and Weight Rating ___________________________________________
Model Number ___________________________________________
Drive Axle Ratio
Differential Ratio ___________________________________________
Hub Reduction Ratio (if used) ___________________________________________
Final Axle Ratio (if hub reduction is used) ____________________________________
Section 5
Not Used

Section 4
Brake System
Make of Fundamental System ___________________________________________
First Axle Brake Chamber Model
and Part Number ___________________________________________
Drive Axle Brake Chamber Model
and Part Number ___________________________________________
First Axle Slack Adjuster
Manufacturer ___________________________________________
Model Number ___________________________________________
Part Number ___________________________________________
Drive Axle Slack Adjuster
Manufacturer ___________________________________________
Model Number ___________________________________________
 Part Number ___________________________________________
First Axle Brake Drums

Manufacturer ___________________________________________
Part Number ___________________________________________
Diameter ________________________________________ In.
Width ________________________________________ In.
Drive Axle Brake Drums
Manufacturer ___________________________________________
Part Number ___________________________________________
Diameter ________________________________________ In.
Width ________________________________________ In.
Brake Block Manufacturer __________________________________________
First Axle Brake Block Identification
Forward ___________________________________________
Reverse ___________________________________________
Drive Axle Brake Block Identification
Forward ___________________________________________
Reverse ___________________________________________
Brake Blocks per Shoe
Brake Block Size Length Width
First Axle ________________ In.______________ In.
Drive Axle ________________ In.______________ In.
Brake Block Thickness ___________________________________________
Block Type (Cast or Fabricated) ___________________________________________
Block Area per Wheel
First Axle _____________________________________ Sq. In
Drive Axle _____________________________________ Sq. In.
Section 6
Cooling System
Radiator
Manufacturer ___________________________________________
Type ___________________________________________
Model Number ___________________________________________
Number of Tubes ___________________________________________
Tube Outer Diameter ________________________________________ In.
Fins per Inch ___________________________________________
Fin Thickness ________________________________________ In.
Fin construction ___________________________________________
Total Cooling System Capacity ______________________________________ gals.
Radiator Fan Speed Control Type ___________________________________________
Surge Tank Capacity _______________________________________ gals
Surge Tank Material ___________________________________________
Engine Thermostat Temperature
Settings __________________________________ Degrees F
Overheat Alarm Temperature
Sending Unit Settings ___________________________________ Degrees F
Section 7
Electrical
Interior Lighting
Manufacturer ___________________________________________
 Type ___________________________________________
Model Number ___________________________________________
Number of Fixtures ___________________________________________
Size of Fixtures ___________________________________________
Power Supplies (Ballasts) ___________________________________________
Alternator (Battery Charging)
Manufacturer ___________________________________________
Type ___________________________________________
Model Number ___________________________________________
Output at Idle _____________________________________ Amps
Output at Maximum Speed _____________________________________ Amps
Maximum Warranted Speed _______________________________________ rpm
Speed at Idle _______________________________________ rpm
Drive Type ___________________________________________

Starter Motor
Manufacturer ___________________________________________
Voltage ___________________________________________
Model Number ___________________________________________
Section 8
Engine
Manufacturer _______________________________________
Type _______________________________________
Model Number/Version _______________________________________
Horsepower/Torque Rating _______________________________________
Air Compressor
Manufacturer ___________________________________________
Type __________________________________________
Model Number ___________________________________________
Capacity at Idle _______________________________________ cfm
Capacity at Maximum Speed _______________________________________ cfm
Maximum Warranted Speed _______________________________________ rpm
Idle Speed _______________________________________ rpm
Drive Type ___________________________________________
Section 9
Fire Suppression System
Manufacturer _____________________________________________
Type _____________________________________________
Operation Description _____________________________________________
Maintenance Documentation _____________________________________________
Replacement Parts/Costs _____________________________________________
Section 10
Bumpers

Manufacturer ______________________________________________

Type _______________________________________________

Section 11
Not Used
Section 12
Not Used
Section 13
Not Used
Section 14
Fuel & Exhaust System
Tanks
Manufacturer _____________________________________________
Capacity in Gallons (Total and Usable) _________________________________
Construction Material _____________________________________________
Section 15
Air Suspension
Air Reservoir Capacity
Supply Reservoir _____________________________________ Cu. In.
Primary Reservoir _____________________________________ Cu. In.
Secondary Reservoir _____________________________________ Cu. In.
Parking Reservoir _____________________________________ Cu. In.
Accessory Reservoir _____________________________________ Cu. In.
Other Reservoir _____________________________________ Cu. In.
Section 16
Power Steering
Manufacturer ___________________________________________
Type ___________________________________________
Relief Pressure ________________________________________ psi
Power Steering Fluid Capacity _______________________________________ qts.
Effort at Steering Wheel
(Unloaded stationary coach
on dry asphalt pavement) _______________________________________ lbs.
Section 17
Transmission
Manufacturer ___________________________________________
Type ___________________________________________
Model Number ___________________________________________
Gear Ratios ___________________________________________
Number of Forward Speeds ___________________________________________
Oil Capacity (including
heat exchanger) ________________________________________gal.
Retarder Make, Type & Size __________________________________________
Weight, Complete ________________________________________lbs.
Section 18
Propshaft

Manufacturer _________________________________________
Length _________________________________________

Section 19
Wheels
Manufacturer ___________________________________________
Type ___________________________________________
 Size ___________________________________________
Mounting ___________________________________________
Protective Coating ___________________________________________
Section 20
Chassis Lubrication

Manufacturer __________________________________________
Model __________________________________________

Section 21
Not Used
Section 22
Not Used
Section 23
Not Used
Section 24
Door System
Manufacturer ___________________________________________
Model:
Front Door ___________________________________________
Rear Door ___________________________________________
Open/Close Mechanism (air, electric, spring, other)
Front Door ___________________________________________

Rear Door __________________________________________

Heating and Ventilating Equipment

Heating System Capacity ____________________________ B.T.U.
Ventilating Capacity __________________ CFM per passenger
Ventilating System Noise Level _______________________________
Manufacturer & Model _______________

Roof Vent Blowers

Horsepower ___________________________________________
Speed(s) ___________________________________________
Capacity _____________________________________CFM
Controls
Manufacturer ___________________________________________
Type ___________________________________________
Model Number ___________________________________________
Driver Heater
Manufacturer ___________________________________________
Type ___________________________________________
Model Number ___________________________________________
Capacity _____________________________________ B.T.U.
Section 25
Passenger Loading System
Manufacturer ___________________________________________
 Type ___________________________________________
Model Number ___________________________________________
Capacity ________________________________________ lbs.
Operator Control Layout ___________________________________________
Restraint System Type And Model Number _________________________________
Dimensions
Width of Ramp ________________________________________ In.
Length of Ramp ________________________________________ In.
Cycle Times Normal Idle Fast Idle
Stowed to Ground __________________ Sec. _______________ Sec.
Ground to Stow __________________ Sec. _______________ Sec.
Total Cycle __________________ Sec. _______________ Sec.
System Fluid Capacity _______________________________________ Qts.
Fluid Type Used __________________________________________
Operating Hydraulic Pressure ________________________________________ psi
Hydraulic Cylinders Used ___________________________________________
Hydraulic Cylinder Size ___________________________________________
Weight of Complete Lift ________________________________________ lbs.
Section 26
Electronics

Video System Manufacturer _______________________________________

Number of Cameras _______________________________________

Destination Sign Manufacturer _______________________________________

SECTION 10 – SAMPLE CONTRACT AND BOND FORMS

C.1 Order of Precedence (SBPG 2.2.2)

The Contract consists of the following:

(a)(for use in negotiated (b) (for use in negotiated (c)(for use in competitive bids)
procurements only) procurements only)
Part 1 - Contractor's Best and Part 1 - Contractor's Best and Part 1 - Contractor's Offer and
Final Offer and Final Offer and Procuring Agency's
Procuring Agency's Procuring Agency's Notice of Award
Notice of Award Notice of Award
Part 2 - General Contractual Part 2 - General Contractual Part 2 - General Contractual
Provisions Provisions Provisions
Part 3 - Quality Assurance Part 3 - Quality Assurance Part 3 - Quality Assurance
Provisions Provisions Provisions
Part 4 - Warranty Provisions Part 4 - Warranty Provisions Part 4 - Warranty Provisions
Part 5 - Technical Part 5 - Technical Part 5 - Technical
Specifications Specifications Specifications
Addenda - As issued Addenda - As issued. Addenda - As issued.
Contractor's Proposal including
any modifications
explicitly incorporated
in Contractor's Best and
Final Offer

In case of any conflict among these documents where the parties' intended resolution is not
clear, the order of precedence shall be:

(b) (a)
First - Addenda issued by Procuring Agency First - Addenda issued by Procuring Agency
Second - Part 5, Technical Specifications Second - Part 5, Technical Specifications
Third - Parts 2, 3, and 4 of this document Third - Parts 2, 3, and 4 of this document
Fourth - Contractor's Offer Fourth - Contractor's Offer
Fifth - Contractor's Proposal

C.2 Compensation

The Procuring Agency shall pay and the Contractor shall accept the amounts set forth in the
price schedule as full compensation for all costs and expenses of completing the Work in
accordance with the Contract, including but not limited to all labor and material required,
overhead, expenses, storage and shipping, risks and obligations, taxes (as applicable), fees
and profit, and any unforeseen costs.
NOTE: The advanced payment option may be used to advance funds to the contractor
whether payment is otherwise due on progress completed or on delivery (see options below).

ADVANCE PAYMENT OPTION (The following optional provision is a guideline for drafting
any advance payment option that might be included.) The Procuring Agency shall pay to the
Contractor twenty percent (20%) of the total amount of the price schedule within 30
(thirty) calendar days after the issuance of the notice of award and upon receipt of
Contractor's invoice and provision by the Contractor the evidences of insurance required by
"Insurance" (Section 2.7.1) and Performance Bond specified by "Performance Bond"
(Section 2.7.2). The Advance Payment shall be refunded to the Procuring Agency as prorata
credits against future invoices, whereas each prorata credit is calculated as the same
percentage that the invoice amount (not discounted for any liquidated damages) is of the total
amount of the price schedule, or, in the event that the Contract is terminated for any reason,
as a direct payment.

(a) Delivery Payment

All payments shall be made as provided herein, less any additional moneys withheld as
provided below and less any amounts for liquidated damages in accordance with "Liquidated
Damages" (Section 2.3.4).
The Procuring Agency shall make payments for buses at the unit prices itemized in the Price
Schedule within 30 (thirty) calendar days after the delivery and acceptance of each bus
and receipt of a proper invoice. In the event that the bus does not meet all requirements for
acceptance the Procuring Agency may, at its exclusive option, "conditionally accept" the bus
and place it into revenue service pending receipt of Contractor furnished materials and/or
labor necessary to effectuate corrective action for acceptance. For any conditionally
accepted bus the payment shall be reduced by an amount to be withheld, and paid upon
corrective action by the contractor, equal to twice the estimated cost for parts and labor for
the corrective action.

The Procuring Agency shall make payments for spare parts and/or equipment at the unit
prices itemized in the price schedule within 30 (thirty) calendar days after the delivery
and acceptance of said spare parts and/or equipment and receipt of a proper invoice.

The Procuring Agency shall make a final payment for all withholding within 30 (thirty)
calendar days of receipt of a final proper invoice and the following:

2. Delivery and acceptance of all Contract deliverables, including manuals and other
documentation required by the Contract, excluding training.

2. Rectification of any deficiencies found during the acceptance of buses.

4. Contractor provision of any certifications as required by law and/or regulations.

4. Completion of post delivery audits required under the Contract

(b) Delivery Payment with Retention

All payments shall be made as provided herein, less a withholding of two percent (2%) plus
any additional moneys withheld as provided below and less any amounts for liquidated
damages in accordance with "Liquidated Damages" (Section 2.3.4).

The Procuring Agency shall make payments for buses at the unit prices itemized in the Price
Schedule within 30 (thirty) calendar days after the delivery and acceptance of each bus
and receipt of a proper invoice. In the event that the bus does not meet all requirements for
acceptance the Procuring Agency may, at its exclusive option, "conditionally accept" the bus
and place it into revenue service pending receipt of Contractor furnished materials and/or
labor necessary to effectuate corrective action for acceptance. For any conditionally
accepted bus the payment shall be reduced by an amount to be withheld, and paid upon
corrective action by the contractor, equal to twice the estimated cost for parts and labor for
the corrective action.

The Procuring Agency shall make payments for spare parts and/or equipment at the unit
prices itemized in the price schedule within 30 (thirty) calendar days after the delivery
and acceptance of said spare parts and/or equipment and receipt of a proper invoice.

The Procuring Agency shall make a final payment for all withholding within 30 (thirty)
calendar days of receipt of a final proper invoice and the following:

5. Delivery and acceptance of all Contract deliverables, including manuals and other
documentation required by the Contract, excluding training.
6. Rectification of any deficiencies found during the acceptance of buses.
7. Contractor provision of any certifications as required by law and/or regulations.
8. Completion of post delivery audits required under the Contract.

(Include the following provision if there is no applicable prompt payment law or regulation.)
- The Procuring Agency shall pay to the Contractor interest daily on the balance of any
payments due, as specified above, at the prime rate of interest published by the Wall Street
Journal, beginning 30 (thirty) days after payments are due.

Progress Payments (SBPG 2.4 continued)

(c) Progress Payments (Include the following provision if progress payments are to be
made.)
NOTE: The following is a model clause that the Procuring Agency can use as a guideline in
preparing any progress payment provision. If progress payments are to be included, security
for the progress payments of Milestone No. 1 to the Contractor should be required of the
Contractor through a Performance Bond. The bond amount should not be less than the
Procuring Agency's financial exposure for cumulative payments for Milestone No. 1 and any
advance payment.
All payments shall be made as provided herein, less any moneys to be withheld as provided
below and less any amounts for liquidated damages in accordance with "Liquidated
Damages" (Section 2.3.4).
The Procuring Agency shall make progress payments to the Contractor for buses in
accordance with the performance milestones set forth below.

Title to material included in any progress payment request shall pass to the Procuring Agency
upon payment by the Procuring Agency. Said title shall be free of all encumbrances.
However, such transfer of title shall not relieve the Contractor of its responsibility for the
furnishing, installation, fabrication or inclusion of said materials as a deliverable element of
buses procured in accordance with the requirements of the Contract.

The (suggested) performance milestones and payment limits shall be as follows:

1. The Procuring Agency shall make payments for buses at forty percent (40%) of the
unit price(s) for each bus(es) itemized in the price schedule upon verification by the
Procuring Agency’s Inspector that said bus(es) have had the front and rear axles installed in
the manufacturing cycle at the Contractor’s plant and within 30 (thirty) calendar days of
receipt of a proper invoice. Invoices submitted under this milestone shall include a listing of
all major components and component serial numbers that shall be the same as in the final bus
record.

2. The Procuring Agency shall make payments for buses at twenty percent (20%)
of the unit price(s) for each bus(es) itemized in the price schedule when the Procuring
Agency’s Inspector has approved shipment of said bus(es) from the Contractor’s plant and
within 30 (thirty) calendar days of receipt of a proper invoice.

3. The Procuring Agency shall make payments for buses at thirty-eight percent (38%) of
the unit price(s) for each bus(es) itemized in the price schedule upon the delivery and
acceptance of each bus and within 30 (thirty) calendar days of receipt of a proper invoice. In
the event that the bus does not meet all requirements for acceptance the procuring Agency
may, at its exclusive option, “conditionally accept” the bus and place it into revenue service
pending receipt of Contractor furnished materials and/or labor necessary to effectuate
corrective action for acceptance. For any conditionally accepted bus the payment shall be
reduced by an amount to be withheld, and paid upon corrective action by the contractor,
equal to twice the estimated cost for parts and labor for the corrective action.

4. The Procuring Agency shall make payments for spare parts and/or equipment at the unit
prices itemized in the price schedule upon the delivery and acceptance of said spare parts
and/or equipment and within 30 (thirty) calendar days of receipt of a proper invoice.

Title for spare parts and/or equipment shall transfer to the Procuring Agency upon payment.
Said title shall be free of all encumbrances.

5. The Procuring Agency shall make a final payment of __two percent (2%)__ of the total
Contract price plus any moneys withheld, within __30 (thirty) _ calendar days of receipt of a
proper invoice and the following:

(b) Delivery and acceptance of all Contractdeliverables, including manuals and other
documentation required by the Contract, excluding training.
 (b) Rectification of any deficiencies found during the acceptance of buses.

(c) Contractor provision of any certifications as required by law and/or regulations.

(d) Completion of post delivery audits required under the Contract.

Progress payments requests shall be accompanied by a certification, or affidavit, signed by

the Contractor's officer certifying that the work covered by the progress payment requested
has been completed. The Procuring Agency reserves the rights of inspection and audit to
verify said progress as provided in "Audit and Inspection of Records" (Section 2.6) and Part
3.

(Include the following provision if there is no applicable prompt payment law or regulation.)
- The Procuring Agency shall pay to the Contractor interest daily on the balance of any
payments due, as specified above, at the prime rate of interest published by the Wall Street
Journal, beginning 30 (thirty) days after payments are due.

C.3 Contract Term and Period of Performance (LACMTA Contract No. 3)

The Effective Date of this Contract shall be the Effective Date set forth in the Notice to
Proceed (“NTP”), or if issued, a Limited Notice to Proceed (“LNTP”). Contractor shall
commence work after the Effective Date of the Contract, upon receipt of the LNTP or
NTP as provided herein. The base contract will contain orders for a total of 260
Vehicles all of which will have CNG propulsion systems. The Contract will have a
delivery date for all vehicles by June 30, 2010. Said delivery date shall be
automatically extended on a day-for-day basis if the Contract is not executed by Metro
on or before May 30, 2008. If any Option is exercised, the Option Vehicles or other
Option items shall be delivered in accordance with the schedule contained in the Notice
of Exercise of Option.

C.4 Notices (LACMTA SP-2)

A. Any Notice legally required to be given by one party to another under the
Contract, including but not limited to those regarding interpretation of the
Contract or changes thereto, shall be in writing and dated. The Notice shall be
signed by the party giving such Notice or by a duly authorized representative of
such party.

B. Notices shall not be effective for any purpose whatever unless enclosed in a
sealed envelope and transmitted by registered mail or any certifiable delivery
service addressed to:

Los Angeles County Metropolitan Transportation Authority

One Gateway Plaza, MS 99-9
Los Angeles, California 90012-2952
 Attention: Margaret Merhoff, Contract Administration Manager
Contract No. RFP No. OP33202082

C. All Notices to the Contractor will be enclosed in a sealed envelope and

transmitted by personal delivery to the Contractor or its authorized
representative or by registered mail or any certifiable delivery service
addressed as follows:

(Information will be incorporated at time of award)

Any Notice of changes of address shall be given according to the provisions of

this Special Provision.

C.5 Entire Agreement (Integration Clause) (LACMTA Contract No. 9)

This Contract constitutes the complete and entire agreement between the Metro and
Contractor and supercedes any prior representations, understandings,
communications, commitments, agreements or proposals, oral or written which are
not incorporated as a part of the Contract.
 Sample Contract Form

LOS ANGELES COUNTY

METROPOLITAN TRANSPORTATION AUTHORITY

CONTRACT

CONFORMED May 15, 2008

CONTRACT

between CONTRACT NO-OP33202082

LOS ANGELES COUNTY METROPOLITAN RFP NO. OP33202082

TRANSPORTATION AUTHORITY
ONE GATEWAY PLAZA,
LOS ANGELES, CA 90012-2932 GRANT NO. TBD

and PERIOD OF PERFORMANCE: TO

JUNE 30, 2010
NORTH AMERICAN BUS INDUSTRIES
106 NATIONAL DRIVE CONTRACT AMOUNT: Not to
ANNISTON, ALABAMA 36207 Exceed: $156,572,260

TEL: (256) 831-4965 CONTRACT TYPE: Fixed Price Unit Rate

FOR UP TO 260 45 FOOT LOW FLOOR COMPOSITE STRUCTURE

CNG AND HYBRID ELECTRIC TRANSIT VEHICLES

This Contract, dated as of the 15th day of May, 2008, is entered into by and between LOS
ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY (Metro)
AND NORTH AMERICA BUS INDUSTRIES, INC. (Contractor). In consideration of all
of the mutual covenants of the parties, as set forth below, the parties hereby agree as
follows:

1. CONTRACT DOCUMENT AND ORDER OF PRECEDENCE

A. This Contract includes this Form of Contract and the other following Contract
Documents and Attachments, which are incorporated herein and are made a part
of this Contract.

B. Except as otherwise specified herein, in the event of any conflict, the precedence
of the Contract Documents shall be as follows:

 Form of Contract

 Part B-1 - Regulatory Requirements (Pro Form 39, dated 10/22/04 ; Conformed
4.16.08)

 Part C - Special Provisions (Conformed 5.15.08)

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  Part B - General Conditions, (Conformed 4.16.08)

 Part D - Warranty Provisions, (Conformed 4.16.08)

 Part E - Quality Assurance Provisions, (Conformed 4.16.08)

 Part A - Specifications (Conformed 4.16.08)

C. A Modification or Change to any Contract Document shall take its precedence

from the term it amends. All other documents and terms and conditions shall
remain unchanged.

2. SCOPE OF WORK

Contractor shall furnish all necessary labor, materials, supplies, and transportation
necessary to manufacture and deliver up to up to 260 45 Foot Low Floor
Composite Structure CNG Transit Vehicles and Spare Parts in accordance with
this Contract and necessary to manufacture and deliver all Option Vehicles and
other Option items in accordance with any Option exercised hereunder.

3. PERIOD OF PERFORMANCE

The Effective Date of this Contract shall be the Effective Date set forth in the
Notice to Proceed (“NTP”), or if issued, a Limited Notice to Proceed (“LNTP”).
Contractor shall commence work after the Effective Date of the Contract, upon
receipt of the LNTP or NTP as provided herein. The base contract will contain
orders for a total of 260 Vehicles all of which will have CNG propulsion systems.
The Contract will have a delivery date for all vehicles by June 30, 2010. Said
delivery date shall be automatically extended on a day-for-day basis if the Contract
is not executed by Metro on or before May 30, 2008. If any Option is exercised,
the Option Vehicles or other Option items shall be delivered in accordance with the
schedule contained in the Notice of Exercise of Option.

4. PAYMENT PROVISIONS

In consideration of the manufacture and delivery of the Base Vehicles and Spare
Parts and Contractor’s performance in accordance with all of the terms and
conditions of the Contract, Metro shall pay Contractor the unit prices of the Base
Vehicles and Accepted in accordance with the Contract in an amount not to exceed
the Total Contract Price of $156,572,260 as follows.

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 Base Vehicles

Item Description No. Unit Price Total Price

of
Units
$155,343,500
CNG Composite Structure Vehicles 260 $597,475
260 $1,228,760
Delivery Charge $4,726
$156,572,260
TOTAL PRICE, CNG Base Vehicles

Gasoline/Hybrid Vehicles

Contractor provided the following pricing for Gasoline/Hybrid Vehicles exclusive

of sales/use taxes. As of the Effective Date of the Contract, Metro has not yet
decided to purchase Gasoline/Hybrid Vehicles. Metro reserves the right to
purchase said Vehicles under the provisions of SP-27, Options.

Item Description No. Unit Price Total Price

of
Units
Gasoline/Hybrid Composite Structure
0 $0
Vehicles $799,950
0 $0
Delivery Charge $4,726

TOTAL PRICE, Gasoline/Hybrid $0

Base Vehicles

Spare Parts

Contractor provided the following pricing for Spare Parts exclusive of sales/use
taxes. As of the Effective Date of the Contract, Metro has not decided to
purchase any Spare Parts. Said pricing shall be valid for one year for the
Effective Date of the Contract. In the event that spare parts are ordered, Metro
shall require the Contractor to invoice and remit all applicable Sales/Use Taxes.

Item Description No. of Units Unit Price Total Price

Power Plant Assemblies $60,853.00

Transmission $15,402.00

A/C compressor $3,869.00

Total Delivery Charges (included in NA

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 unit costs)
Total Spares

5. PROGRESS PAYMENTS
Metro has set aside $15,534,350 for progress payments. The progress
payments for the Vehicles will be made according to the following
schedule.
A. $7,267,175 – Production Vehicle - This amount will be paid as
a progress payment following the manufacture and inspection
of the first partially completed Vehicle totally produced after
Metro’s on-site inspector begins inspection services at the
Contractor’s facility in Hungary. Payment will be make be
thirty days following authorization of the shipping of that
partially completed Vehicle but shall not occur earlier than July
1, 2008. (Said amount does not include the remaining
payments involving this Vehicle.)
B. $7,267,175 – Acceptance of Anniston Pilot Bus. The first
production Vehicle on line in the Contractor’s Anniston AL
facility shall be designated as the Pilot Vehicle. Payment for
the Pilot Vehicle will be paid as a progress payment following
Acceptance of the Pilot Vehicle. Payment shall be payable
within 30 days following acceptance of the specific Vehicle.
(Said amount does not include the remaining payments
involving the bus.)
C. $500,000 – Shall be payable within 30 days after all of the
following:
 Receipt of the Draft Training Program and resumes of
proposed Trainers.
 Receipt of Draft Preventive Maintenance Procedures
 Receipt of Draft Diagnostic Manual
 Receipt of Draft Parts Manual
D. $500,000 - Shall be payable within 30 days after all of the
following:
 Receipt and Acceptance of the Final Training Program
 Receipt and Acceptance of Final Preventive
Maintenance Procedures
 Receipt and Acceptance of Final Diagnostic Manual
 Receipt and Acceptance of Final Component Repair
Manuals
 Receipt and Acceptance of Final Parts Manuals

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  Receipt and Acceptance of Final “As Built” Drawings

For the 260 Vehicles, the following two payments will be made:
a. $268,863.75 will paid at the midpoint of the Vehicle manufacturing
process for each of the 260 Vehicles. The midpoint of the Vehicle
manufacturing process shall be determined at the Pre-Production
Meeting.
b. $273,589.75 that includes delivery costs will be paid thirty days
following Acceptance for each of the remaining 260 Vehicles.

Title to material included in any progress payment request shall pass to the Metro
upon payment by the Metro. Said title shall be free of all encumbrances.
However, such transfer of title shall not relieve the Contractor of its responsibility
for the furnishing, installation, fabrication or inclusion of said materials as a
deliverable element of Vehicles procured in accordance with the requirements of
the Contract.

If Metro exercises one or more Options contained in the Contract, payments for
all Option Vehicles and the delivery charges will be paid in following progress
payments. Forty five percent (45%) shall be paid within 30 days from the mid-
point of production and the remaining balance that represents fifty-five percent
(55%) plus delivery costs shall be paid within 30 days following Acceptance of
each Vehicle. The value of any previously executed additive or deductive
Modifications shall be factored into the above progress payment formula. Any
additive or deductive Modifications that are executed following the exercise of an
Option shall modify only the final progress payment identified above. The
Modification that definitizes the Option Order shall stipulate exact payment
amounts. In the event that an Option Order includes the provisions of
gasoline/hybrid vehicles, Metro reserves the right to require the provision of a
Pilot Vehicle and shall negotiate a reasonable progress payment that shall be paid
30 days following Acceptance of the Pilot Vehicle.

6. TAX CREDITS

In the event Contractor is entitles to Federal or State tax credits or refunds

conditioned on the sale of CNG buses to a public agency, the Contractor agrees to
rebate an amount equal to ninety (90) percent of the per bus credit or refund to
Metro when the Contractor takes the credit and/or realizes the refund. The
provision of such credits shall not affect any other responsibilities contained in the
Contract.

7. INVOICES

Contractor shall submit invoices for all Vehicles, Spare Parts, and all equipment
and other items purchased under this Contract to Metro 30 calendar days prior to

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 each delivery. Payment shall be within 30 days after Acceptance of the item. If
an Option is exercised, final payment for Option Vehicles shall be made within 30
days following final Acceptance of each Vehicle. Proforma invoices will be
acceptable. Metro shall pay all Sales/Use Taxes for each bus. For any spare
parts, training aids or diagnostic equipment ordered under the Contract,
Metro shall require the Contractor to invoice and remit all applicable
Sales/Use Taxes.

A separate invoice shall be submitted for each Vehicle, including exercised

Option Vehicles. Each invoice shall include:
 Contract number
 Model and serial number of Vehicle invoiced
 Unit or total prices by line item number
 Total invoice amount.

A separate invoice shall be submitted for Spare Parts, and exercised Option items.
Each invoice shall include:
 Contract number
 Description of the item
 Unit or total prices by line item number
 Total invoice amount.

All invoices shall be submitted in writing and delivered or mailed to the MTA as
follows:

Los Angeles County Metropolitan Transportation Authority

Contract Accounting
P.O. Box 512296
Los Angeles, CA 90051-0296

Expedited Payment Discount

Metro may consider payment terms of less than 30 days if the Contractor provides
a discount as consideration for the expedited payment. No discount will be
considered in the award of the Contract. Negotiation of any proposed expedited
payment discount shall be conducted and finalized prior to the conclusion of the
Pre-Production Meetings for the Base Order or for any subsequent Option Order.

8. COMMUNICATIONS

Communications in connection with this Contract shall be in writing and shall be

delivered personally; or by telex, facsimile, electronic mail; or by regular,
registered, or certified mail addressed to Metros Authorized Representative, as
designated in the LNTP or NTP at Los Angeles County Metropolitan
Transportation Authority, 1 Gateway Plaza, Los Angeles, Ca. 90012 and with
copies to such other persons as are designated in the LNPT or NTP, or in writing

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 by Metro’s Authorized Representative. The Contractor shall designate its
Authorized Representative in writing, upon receipt of the LNTP or NTP from
Metro. Telephone calls may be used to expedite communications but shall not be
binding unless confirmed in writing by the parties’ Authorized Representatives
and be otherwise enforceable under this Contract

Communications shall be deemed received by the receiving party at the time they
are actually received at the address of the recipient previously designated by the
receiving party.

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9. COMPLETE AGREEMENT

This Contract constitutes the complete and entire agreement between the Metro and
Contractor and supercedes any prior representations, understandings,
communications, commitments, agreements or proposals, oral or written which are
not incorporated as a part of the Contract.

CONTRACTOR NAME LOS ANGELES COUNTY

METROPOLITAN
TRANSPORTATION AUTHORITY

ROGER SNOBLE
CHIEF EXECUTIVE OFFICER

_______________________________ BY: _______________________________

SIGNATURE OF AUTHORIZED
OFFICIAL

BY:___________________________ ________________________________
(PRINT OR TYPE NAME) DATE

APPROVED AS TO FORM
___________________________ RAYMOND G. FORTNER, JR
TITLE COUNTY COUNSEL

BY:
DATE DEPUTY

TAX ID NO.: _______________________

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Sample Performance Bond
Sample Payment (Material and Labor) Bond
Sample Final Release of Liens and Claims

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SAMPLE CONTRACT

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