request for proposal (rfp) 2013389 · nashville mta will manage the carta interest throughout this...

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Electric Bus Procurement

Issued: May 28, 2013

Proposals Due: July 26, 2013

REQUEST FOR PROPOSAL (RFP) 2013389

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RFP 2013389 Electric Bus Procurement Nashville MTA Proposals Due: July 26, 2013

REQUEST FOR PROPOSAL

ADDENDA REQUEST

Nashville MTA is soliciting Proposals from firms qualified to provide Electric Bus Procurement This Request for Proposal(s) (hereinafter RFP) is set out in the following format: SECTION I Introduction SECTION II Instructions to Proposers SECTION III Scope SECTION IV Proposal Response Requirements SECTION V Required Forms SECTION VI Proposed Contract SECTION VII Appendix Proposals will be accepted, at Nashville MTA’s offices located at 430 Myatt Drive, Nashville, TN 37115, until 3:00 p.m., Central Standard Time (CST), Friday, July 26, 2013. Proposals received after this date and time will not be accepted. Proposals are not opened with regular mail.

All questions and inquiries related to this RFP must be directed to: Debbie Tunnell, Procurement and Project Administrator, until 3:00 p.m. (CST), Tuesday, June 25, 2013 to the address above, e-mail [email protected] or phone 615-880-2469. We do not recommend requests by fax (fax # 615-862-6208), because we cannot guarantee receipt of or response to these requests. Proposers are not to contact other Nashville MTA personnel with any questions or clarifications concerning this RFP. The Procurement Department will provide all official communication concerning this RFP. Contacting other Nashville MTA personnel regarding this procurement could result in proposer disqualification. Nashville MTA Website – www.nashvillemta.org City Paper – Monday, May 30, 2013 Transit Intelligence – Friday, May 28, 2013

Main Office 430 Myatt Drive Nashville, TN 37115

PROPOSALS MUST BE RECEIVED

PRIOR TO 3:00 P.M. CST

July 26, 2013 Proposal Number

2013389

INSTRUCTIONS:

1. SUBMIT (1) ORIGINAL, (8) ADDITIONAL, AND (1) ELECTRONIC COPIES OF YOUR PROPOSAL.

2. RETURN THIS PAGE SIGNED TO RECEIVE ANY ADDENDA.

3. ALL PROPOSALS ARE TO BE IDENTIFIED WITH RFP#, RFP NAME, AND RETURNED IN A SEALED ENVELOPE OR PACKAGE.

4. DURING THE RFP PROCESS VERBAL COMMUNICATION MUST BE DIRECTED TO PROCUREMENT DEPARTMENT.

I HAVE READ AND UNDERSTOOD THIS REQUEST FOR PROPOSAL (RFP) and our company desires to receive copies or notices of addenda. You must provide the information requested below no later than, 3:00 p.m. (CST), Wednesday June 5, 2013.

Company Name Phone Number Fax Number

Address

Name of person to contact in reference to this Proposal Title

E-mail Address

mailto:[email protected]

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Addenda Request 2 Notice to Proposers 2 Procuring Agency and Procurement Project Administrator 2 TABLE OF CONTENTS I. INTRODUCTION 4

II. INSTRUCTIONS TO PROPOSERS 6 III. SCOPE 24 IV. PROPOSAL RESPONSE REQUIREMENTS 42 V. REQUIRED FORMS 79 VI. PROPOSED CONTRACT 100 VII. APPENDIX 111

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I. INTRODUCTION

Nashville Metropolitan Transit Authority (Nashville MTA) and the Chattanooga Area Regional Transportation Authority (CARTA) are soliciting proposals, for a Joint Procurement, from Proposers for the purchase of electric buses. Nashville MTA will manage the CARTA interest throughout this process. The mission of the Nashville Metropolitan Transit Authority is:

To provide public transportation services to our community and its visitors so they can achieve greater mobility and experience a cleaner, healthier environment with less traffic congestion.

1. GENERAL Nashville MTA provides public transportation services, local and express routes, to citizens and visitors within the Metropolitan Nashville area and is a component unit of the Metropolitan Government of Nashville & Davidson County. For additional history and services of Nashville MTA please visit our website www.nashvillemta.org. 2. OVERVIEW Nashville Metropolitan Transit Authority (Nashville MTA) intends to award a Contract to the successful Proposer who shall provide Electric Buses. Refer to Section III of this RFP for an expanded description of the Scope. Nashville MTA shall enter into a fixed price contract for the supply of equipment, parts and parts services. The contract shall be for a term of (3) three years with an option for an additional two (2) one (1) year terms. Proposers shall submit cost information as detailed in Form 1, Cost Form. Non-profit and government discounts should be noted.

These instructions provide detailed legal and technical requirements for the acquisition of these services. Section VI, Proposed Contract, provides a more detailed description of the legal requirements. 3. PROPOSAL SCHEDULE The following estimated time line should be used as a working guide for planning purposes. Nashville MTA reserves the right to adjust this time table as required during the course of the RFP process. Nashville MTA will make good faith efforts to notify potential Proposers of adjustments to the schedule; however, ultimate responsibility for obtaining notice of changes lies with the Proposer. Any changes to the proposed schedule will be listed on our website, www.nashvillemta.org.

RFP Release Date Tuesday, May 28, 2013

Addenda Request Wednesday, June 5, 2013 at 3:00 pm (CST)

Deadline for all questions to RFP Wednesday, June 25, 2013 at 3:00 pm (CST)

Proposals Due Date Friday, July 26, 2013 at 3:00 pm (CST)

Evaluation of Proposals To Be Determined

Presentation/Interviews (if applicable) To Be Determined

Contract Approval To Be Determined

Contract Award/Notice to Proceed To Be Determined

http://www.nashvillemta.org/


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All questions must be submitted in writing, via email is recommended, to Debbie Tunnell, [email protected]. The answers to the questions will be posted on the Nashville MTA website, www.nashvillemta.org. Proposers are solely responsible for checking the website to insure that they have the most current information regarding the RFP. Any oral communication, explanation or instruction provided will not be binding on Nashville MTA. 4. COST INCURRED BY PROPOSER Nashville MTA is not liable for any costs incurred by prospective Proposers in the preparation of a Proposal submitted in response to this RFP, in presentation of the Proposal or any other activities related to responding to this RFP. 5. EVALUATION OF PROPOSALS An Evaluation Committee and/or the Procurement Department will conduct an initial examination of the proposals to eliminate those proposals which are determined non-responsive to the stated requirements. After the initial examination the Evaluation Committee will then evaluate and score the proposals through a one and/or two step process. The same evaluation criteria will be used to complete the evaluation for both the one and/or two step process. For the first step the Evaluation Committee will apply the evaluation criteria set forth in the RFP or in any addenda issued for the scoring and selection of the recommended proposer(s) for the complete evaluation process. The Evaluation Committee may make a recommendation for final award after the first step of the evaluation process. The Evaluation Committee may require additional information for final award that requires the second step of the evaluation process. Should the Evaluation Committee determine the need for additional information, request an oral Interview/discussions/clarification/presentation, solicitation of revised offer or best and final offer from one or more of the proposers a member of the Procurement Department will contact the top-scoring firm(s) from the first evaluation and schedule or request information to meet the requirements of the Evaluation Committee. After the Evaluation Committee is satisfied with the additional requested information they will conduct the second and final evaluation of the Proposals. Nashville MTA reserves the right to select one or more from among the Proposals submitted and to enter into negotiations with the top-ranked Proposer(s). Nashville MTA reserves the right to enter into negotiations with the top-ranked Proposers without requesting interviews to reach final agreement on specific terms of the Services Contract. Proposals should be submitted initially on the most favorable and cost-effective terms within reason. 6. EVALUATION SCORING MEASURES The Evaluation Committee will evaluate proposals received on the following factors. Evaluation Criteria and Weights:

Category Standard Reference Point Value

Functionality Does the proposal reflect a thorough, thoughtful, creative approach to the scope? Is there evidence of a clear

IV. Part 1, 2, and 4

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understanding of the project objectives, methodology to be used and results that represent goals desired from the project? Can the work be completed in the necessary time? Are other qualified personnel available to assist in meeting the project schedule if required? Does the proposed system meet APTA and code (for charging system) requirements? Will the proposed system be able to meet the routes’ profiles?

Exhibit C and

Exhibit D

Price: Overall project Cost

Quantities proposed and unit price IV. Part 1 30

Maintenance; technical support; after-sale support

Proposal’s approach to after sale maintenance, availability of parts, clarity of manuals, engineering support, and warranty

IV. Part 3 and V. Form 1

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References The nature and scope of proposer’s previous experience in similar projects especially in electric bus manufacturing, delivery, Altoona testing approval, and operation

IV. Part 1 10

Responsiveness to RFP

Did Proposer address all requirements of the RFP? All RFP Sections

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Total Points 100

Proposals shall be evaluated on the basis of the responses to the questions and requirements in this RFP. 7. PROPOSAL ACCEPTED Each Proposer submits their Proposal with the understanding that the acceptance in writing by Nashville MTA of the offer to furnish the services requested shall constitute a contract between the Proposer and Nashville MTA, which shall bind the Proposer to furnish the services at the rates quoted, and in accordance with conditions and requirements of Nashville MTA. A formal contract will be signed between Nashville MTA and the successful Proposer

II. INSTRUCTIONS TO PROPOSERS

1. REQUESTS FOR CLARIFICATION If any person submitting a Proposal is in doubt as to the true meaning of any part of the Scope of Services, other RFP documents, finds discrepancies in or omissions from the specifications; may submit to the Procurement Department, a written request for an interpretation or correction by 3:00 p.m. (CST), Tuesday, June 25, 2013. Only written requests will be accepted. E-mailed questions to the Procurement Department are acceptable. The person submitting the request will be responsible for its prompt delivery and verification of delivery. The request must be fully supported with detailed information and reference to a section of the RFP, if applicable, to assist Nashville MTA in determining whether the request is or is not valid. Any corrections or changes to this RFP will be distributed to recipients who submitted the “Addenda Request” at the address provided. Verbal questions will not be answered, thus preventing an unfair advantage to any Proposer. 2. DELIVERY OF PROPOSALS The Proposer must submit one (1) original paper and eight (8) additional paper copies and one (1) electronic copy of the Proposal with all required forms by Friday, July 26, 2013 3:00 p.m. CST to the following address:

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Debbie Tunnell, Procurement Project Administrator Nashville MTA 430 Myatt Drive Nashville, TN 372115 The sealed envelope, box, or appropriate package must be clearly marked with “ELECTRIC BUS PROCUREMENT RFP 2013389” on the lower left side and “DO NOT OPEN WITH REGULAR MAIL.” Nashville MTA will not consider Proposals received after the time and date specified. All Proposals will be logged upon receipt indicating the date and time by the Procurement Staff member. Proposers are solely responsible for delivery of their Proposal on time. Proposers who rely on overnight delivery services, local couriers, or other delivery services remain solely responsible for timely delivery of the Proposal and assume all risk of late delivery or no delivery. Proposals will not be opened publicly. Nashville MTA reserves the right to cancel this RFP in writing or postpone, or extend the date and time for submitting Proposals at any time. Nashville MTA reserves the right to reject any or all Proposals, to waive any or all informalities or irregularities in the Proposals received, to investigate the qualifications and experience of any Proposer, to reject any provisions in any Proposal, to modify RFP contents, to obtain new Proposals, to negotiate the requested services and contract terms with any Proposer. Nashville MTA reserves the right to award the RFP requested goods & services in full, in part and/or a single item to one or more Proposer. Nashville MTA will determine the most responsive Proposer whose Proposal is most advantageous. The Board of Directors will give final approval for the award of goods and services. The submission of a Proposal shall constitute an acknowledgement that the Proposer has thoroughly examined and is familiar with the RFP, including the Scope of Services, the addenda if any, and has reviewed and inspected all applicable statutes, regulations, ordinances and resolutions dealing with or related to the services requested. Proposals must indicate that the firm is prepared to enter into a contract with Nashville MTA in accordance with the terms and conditions set forth in this RFP, any addenda, and proposed contract. Proposal’s shall be valid for a minimum period of one hundred and twenty days (120) from the proposed closing date for acceptance by Nashville MTA.

3. PROPOSAL WITHDRAWAL Proposers will be given permission to withdraw their Proposal after it has been delivered to Nashville MTA provided Proposer makes their request by e-mail, on organizations letterhead, twenty four (24) hours prior to the Proposal due date and time. Requests pertaining to withdrawal by telephone or e-mail must be confirmed in writing by the Proposer and must reach the office of Debbie Tunnell, not later than one (1) hour prior to the time fixed for submission of Proposals. Proposals which are timely withdrawn shall be returned to the Proposer unopened, at Proposers expense. 4. UNACCEPTABLE PROPOSAL Nashville MTA will not accept Proposals or award any contract to any person, firm or corporation that is in arrears or is in default to Nashville MTA upon any debt or contract, has defaulted on surety or other obligation or has failed to perform faithfully any previous contract for Nashville MTA. Nashville MTA reserves the right to request sub-contractor changes to any contract. 5. REJECTION OR ACCEPTANCE OF PROPOSAL

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The Chief Executive Officer and the Board of Directors reserve the right to accept or reject any or all or any part of any Proposals. Any Proposal which is incomplete, conditional, obscure, or which contains additions not called for, or irregularities of any kind, may be cause for rejection of the Proposal. If there is, a discrepancy between the price written and the price listed in figures Nashville MTA acknowledge that the price written is the correct price. 6. PUBLIC RECORDS/CONFIDENTIALITY The Proposals received become the exclusive property of Nashville MTA. When a contract award is approved by Nashville MTA, all Proposals submitted in response to this RFP shall become a matter of public record and shall be regarded as public records, with the exception of those elements of each Proposal that are marked as “TRADE SECRET,” “CONFIDENTIAL” or “PROPRIETARY.” If required by law or by an order of a court, Nashville MTA may be required to disclose such records or portions thereof, including without limitation those so marked. Proposals that indiscriminately identify all or most of the Proposal as exempt from disclosure without justification may be found to be technically unacceptable. 7. FORMS PROVIDED Proposers must submit their Proposal on the forms provided or copies thereof. The Proposer or an authorized representative of the firm must sign the Proposal. Any erasures, corrections or other changes appearing on the Proposal form must be initialed and dated by the person signing the Proposal. 8. TECHNICAL PROPOSAL

a. PROPOSER QUALIFICATIONS STATEMENT The Proposer shall state on the form provided in “Service and Parts Support” the representatives responsible for assisting Nashville MTA, 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 Proposer shall also state above, or by separate attachment, its policy on transportation charges for parts other than those covered by warranty.

b. TECHNICAL PRODUCT DESIGN AND PERFORMANCE PROPOSAL Proposers should state in precise terms their response to the technical specifications presented in this RFP. Manufacturers should use the “Vehicle Technical Information Summary” as provided in the RFP. This form will allow the evaluation team to review the design dimensions of each area of the bus proposed, the manufacturers of components utilized in the bus construction, the performance expected of the bus and any other relevant information to allow the team to evaluate the bus proposed. Any documented performance and cost advantages of your product or components utilized should be identified, quantified, and discussed in this section.

c. PRICE PROPOSAL REQUIREMENTS The Proposer is required to complete and execute the Cost Form of Forms 1, Section V and provide it in the 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.

d. PRICE ESCALATION/ECONOMIC PRICE ADJUSTMENT EPA Nashville MTA reserves the right to order buses and equipment over the three (3) year and two (2) year optional periods beginning upon the day of contract award. The prices shall remain firm/fixed for any orders issued by Nashville MTA within a period of three hundred and sixty-five (365) days of contract award. The price(s) of any buses/equipment ordered by Nashville MTA after the initial three hundred sixty-five (365) days firm/fixed price period shall be that quoted. (Base Order Price) plus any escalation which will be calculated

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based on the following formula which utilize (“P.P.I.”) Category wpu 1413 “Truck and Bus Body”. The escalation in this price index shall be used to adjust the Base Order Prices. However, in no event will the price(s) for any purchase order released exceed, by more than 5 percent, the price(s) that would have been in effect twelve (12) months prior to the date of the release, in accordance with the terms and conditions set forth above. The Contract shall be a firm, fixed-price Contract with EPA. 8. AVAILABILITY OF FUNDS This procurement is subject to the availability of funding through grants awarded by the Federal Transit Administration. Nashville MTA'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 Nashville MTA for any payment shall arise until funds are made available to Nashville MTA for this Contract and until the Contractor receives notice of such availability, to be confirmed in writing by Nashville MTA. Any award of Contract hereunder will be conditioned upon said availability of funds for the Contract. 9. CONTRACT AND MODIFICATIONS

a. CONTRACT AWARD AND EXECUTION 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 Proposer whose Offer is accepted. No other act by Nashville MTA shall evidence acceptance of an Offer. Such notice shall obligate said Proposer to commence performance under the Contract. b. CONTRACTOR CHANGES Any proposed change in this Contract shall be submitted to the appropriate MTA for its prior approval.

c. WRITTEN CHANGE ORDERS Oral change orders are not permitted. No change in this contract shall be made unless Nashville MTA’s authorized official or his/her designee gives his/her prior written approval. The Contractor shall be liable for all costs resulting from, and/or for satisfactorily correcting, any specification change not properly ordered by written change order to the contract and signed by Nashville MTA’s authorized official or his/her designee.

d. 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 Nashville MTA a detailed price and schedule Proposal for the work to be performed. This Proposal may be accepted or modified by negotiations between the Contractor and Nashville MTA Manager or his designee. At that time both parties shall execute a detailed modification in writing. 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.

e. PRICE ADJUSTMENT FOR REGULATORY CHANGES If price adjustment is indicated, either upward or downward, it shall be negotiated between Nashville MTA and Contractor for changes that are mandatory as a result of legislation or regulations that are promulgated and become effective after the Due Date. Such price adjustment may be audited, where required.

10. PARTIES The parties to the contract are Nashville MTA and the Proposer as set out in the accepted Offer. 11. SPECIFICATION AND OFFER OMISSIONS Notwithstanding the provision of drawings, technical specifications, or other data by Nashville MTA, the

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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 Nashville MTA shall not be the responsibility of the Contractor unless they are included in this Contract. Any request, condition, exception, reservation, understanding or other deviation by Contractor not separately stated as required in this RFP shall be invalid and shall not be binding on Nashville MTA. 12. APPROVED EQUALS A proposer may submit to the Debbie Tunnell, Project and Procurement Administrator, e-mail [email protected] requests for approved equals up to the time specified in “Proposal Schedule”. Whenever brand, manufacturer, or product names are used, they are included only for the purpose of establishing a description of minimum quality of the item. This inclusion is not to be construed as advocating or prescribing the use of any particular brand item or product. If the proposer proposes to furnish an "equal product", the brand name, if any, of the product to be furnished shall be clearly identified in the Request for Approved Equal. The evaluation of the Request for Approved Equal and the determination as to the equality of the product shall be the responsibility of Nashville MTA. Caution to Proposers - Nashville MTA is not responsible for locating or securing any information that is not identified in the Request for Approved Equals and reasonably available. Accordingly, to insure that sufficient information is available, the proposer must furnish all descriptive material (such as cut sheets, illustrations, drawings, or other information) necessary for Nashville MTA (a) to determine whether the product offered meets the requirements of the technical specifications, and (b) establish exactly what the proposer proposes to furnish. The information furnished may include specific references to information previously furnished or to information otherwise available to Nashville MTA. If the proposer proposes to modify a product in order to make it conform to the requirements of the technical specifications, he/she shall (a) include a clear description of such proposed modifications and (b) clearly mark any descriptive material to show the proposed modifications. Nashville MTA shall make a determination of each proposer and post as an Addendum. Nashville MTA reserves the right to request additional clarification and or addition information for material provided. The decision of the approved equal is at the discretion of the Nashville MTA. 13. DELIVERY AND TITLE

a) BUS DELIVERY PROCEDURE Delivery of buses shall be determined by signed receipt of the Nashville MTA designated agent(s) and may be preceded by a cursory inspection of the bus. Nashville MTA shall have temporary tags for the 30 day acceptance period.

b) DELIVERY SCHEDULE The buses shall be delivered at a rate not to exceed (5) buses per week. Hours of delivery shall be Monday through Friday, 8:00 a.m. to 4:00 p.m.

c) PRE-DELIVERY TESTS AND INSPECTIONS Production Plant Inspection: The successful proposer shall, at the discretion of Nashville MTA make arrangements with the vehicle manufacturer for Nashville MTA representatives to inspect the buses being purchased during production. Expenses directly incurred by such representatives in making such a production plant inspection shall be the sole responsibility of Nashville MTA to defray. Any revisions, exceptions, or


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clarifications of the vendor to the particulars of the solicitation during or subsequent to this inspection must be promptly submitted in writing and concurred with in writing by contacting Nashville MTA. Verbal responses to requests that would revise the particulars of this solicitation shall not be binding. It is the duty of the successful proposer(s) to inform Nashville MTA of the manufacturing schedule of the major components of the buses with ample lead-time to schedule an inspection trip.

d) ASSUMPTION OF RISK OF LOSS Nashville MTA shall assume risk of loss of the bus on delivery, as defined in "Bus Delivery Procedure", if delivered by common carrier or drive-away, or on release to Nashville MTA'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 drive-away operation regardless of the status of title or any payments related to the bus. Drivers shall keep a maintenance log en-route and it shall be delivered to Nashville MTA with the bus.

e) ACCEPTANCE OF BUS Within 30 (thirty) calendar days after arrival at the designated point of delivery, the bus shall undergo Nashville MTA tests defined in Quality Assurance Provisions. If the bus passes these tests or if the Nashville MTA does not notify Contractor of non-acceptance within 15 (fifteen) calendar days after delivery, acceptance of the bus by the Nashville MTA occurs on the fifteenth day after delivery. Acceptance may occur earlier if Nashville MTA 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" have been carried out and the bus retested until it passes.

f) REPAIRS AFTER NON-ACCEPTANCE The Contractor or its designated representative shall perform the repairs after non-acceptance. If the Contractor fails or refuses to make the repairs within 5 (five) days, Nashville MTA's personnel will make repairs, which will be reimbursed by the Contractor.

g) REPAIRS BY CONTRACTOR After non-acceptance of the bus, the Contractor must begin work within 5 (five) working days after receiving notification from Nashville MTA of failure of acceptance tests. Nashville MTA 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 Nashville MTA's option, the Contractor may be required to remove the bus from Nashville MTA's property while repairs are being affected. If the bus is removed from Nashville MTA's property, the Contractor’s representatives must diligently pursue repair procedures, and the Contractor shall assume risk of loss while the bus is under its control.

h) REPAIRS BY NASHVILLE MTA 1. Parts Used. If Nashville MTA performs the repairs after non-acceptance 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 Nashville MTA 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 Nashville MTA after non-acceptance of the bus, these parts shall be shipped prepaid to Nashville MTA 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 Contractor shall pay the total costs for this action. Reimbursement for Labor. The Contractor shall reimburse Nashville MTA for labor under the current classification and pay plan applicable hourly 5M wage rate. The current rate is $51.00 per hour. An increase

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in this rate is anticipated after July 1, 2013. Reimbursement for Parts. The Contractor shall reimburse Nashville MTA for defective parts that must be replaced to correct. The reimbursement shall include taxes where applicable and (20%) percent handling costs. 14. UNAVOIDABLE DELAYS CONTRACTOR'S DELAY If the Contractor is delayed at any time during the progress of the Work by the neglect or failure of Nashville MTA or by a cause described below, then the time for completion and/or affected delivery date(s) shall be extended by Nashville MTA 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 Nashville MTA as described in "Notification of Contractor Delay". 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" for delays occurring prior to, or subsequent to the occurrence of an excusable delay. Nashville MTA reserves the right to rescind or shorten any extension previously granted, if subsequently Nashville MTA 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, Nashville MTA 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. 15. NOTIFICATION OF CONTRACTOR DELAY Notwithstanding "Contractor's Delay", no extension or adjustment of time shall be granted unless (1) written notice of the delay is filed with Nashville MTA within 14 (fourteen) calendar days after the commencement of the delay and (2) a written application therefore, 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 Nashville MTA 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. Nashville MTA shall make its determination within 30 (thirty) calendar days after receipt of the application. 16. LIQUIDATED DAMAGES It is mutually understood and agreed by and between the parties to the Contract that time is of the essence

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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", except for any excusable delays as provided in "Unavoidable Delays", or any extension thereof, Nashville MTA 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 Nashville MTA shall be fixed at $_____ (amount to be determined during contract phase of the process) per calendar day per bus not delivered in substantially as good condition as inspected by Nashville MTA at the time released for shipment. Nashville MTA reserves the right to establish an amount for liquidated damages based on actual damages that may occur if the production schedule is delayed. The Contractor hereby agrees to pay the aforementioned amounts as fixed, agreed and liquidated damages, and not by way of penalty, to Nashville MTA and further authorizes Nashville MTA 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 Nashville MTA the difference or the entire amount, whichever may be the case, within 30 (thirty) calendar days after receipt of a written demand by the Maintenance Superintendent. 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 Nashville MTA arising at any time from the failure of the Contractor to fulfill the obligations referenced in this clause in a timely manner. Nashville MTA specifically reserves the right, without limitation of any other rights, to terminate the Contract in accordance with "Termination of Contract". 17. TITLE Adequate documents for registering the bus in Tennessee shall be provided to Nashville MTA at least 5 working days before each bus is released to the common carrier drive-away or to Nashville MTA's drivers. Upon acceptance of each bus, the Contractor warrants that the title shall pass to Nashville MTA free and clear of all encumbrances. 18. PAYMENT Nashville MTA 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. 19. FINAL PAYMENT If the vehicle is accepted with minor deficiencies yet to be corrected, and funds are retained to assure corrective actions, a "Final Inspection Report" shall be prepared upon the completion of the last of these corrective actions and, if satisfactory, any retained funds not consumed in the corrective process shall be paid to the vendor within ten (10) working days. 20. REJECTION A vehicle shall be rejected only based on the existence of defects that cannot be corrected according to the manufacturer. 21. SERVICE AND PARTS a. ENGINEER/SERVICE REPRESENTATIVES The Contractor shall, at its own expense, have a competent engineering service representative(s) available

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on request to assist Nashville MTA'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 the Warranty Provisions. b. DOCUMENTS For each model bus, the Contractor shall provide documents of the Technical Specifications – Manuals, Catalogs, and Diagnostic Software 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 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. c. PARTS AVAILABILITY GUARANTY 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. When the parts ordered by Nashville MTA 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 Nashville MTA, within eight hours of Nashville MTA'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 Nashville MTA. Where the Contractor fails to honor this parts guaranty or parts ordered by Nashville MTA are not received within 30 (thirty) days of the agreed upon delivery date, then the Contractor shall provide to Nashville MTA, within 7 (seven) days of Nashville MTA'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 Nashville MTA. Contractor's design and manufacturing documentation provided to Nashville MTA shall be for its sole use in regard to the buses procured under this Contract and for no other purpose. Nashville MTA shall be able to purchase replacement parts directly from the Contractor/OEM to avoid delays and miscommunications problems. d. INTERCHANGEABILITY 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. e. SURVIVABILITY Contractor's obligations under this section shall survive the nominal expiration or discharge of other Contract obligations and Nashville MTA may obtain any remedy under law, Contract or equity to enforce the obligations of contractor that survive the manufacturing, warranty, and final payment periods. 22. ACCESS TO RECORDS AND REPORTS REQUIREMENTS In accordance with 49 CFR 18.36(I), the Contractor and any vendor acting on its behalf in this solicitation agree to provide Nashville MTA, the Department of Transportation, 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 any contract awarded pursuant to this solicitation for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also

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agrees, pursuant to 49 CFR Part 633.17, to provide the FTA Administrator or his authorized representatives, including any Program Management Oversight (PMO) contractor, access to Contractor’s records and construction sites pertaining to a major capital project, as defined at 49 U.S.C. 5302 (a) 1, which is receiving federal financial assistance through the programs described at 49 U.S.C. section 5307, 5309, or 5311. The Contractor agrees to permit any of the parties described in the preceding paragraph to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. The Contractor/EM agrees to maintain all books, records, accounts and reports required under any contract awarded pursuant to this solicitation 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 Contractor agrees to maintain same until the Purchaser, Nashville MTA DOT, 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). A. In the event of a sole source Contract, or single Offer, single responsive Offer, or competitive negotiated procurement the Contractor shall maintain and Nashville MTA’s Nashville MTA, the U.S. Department of Transportation (if applicable), or the representatives thereof, shall have the right to examine all books, records, documents, and other cost and pricing data related to the Contract price, unless such pricing is based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the public, or prices set by law or regulation, or combinations thereof. Data related to the negotiation or performance of the contract shall be made available for the purpose of evaluating the accuracy, completeness, and currency of the cost or pricing data. The right of examination shall extend to all documents necessary for adequate evaluation of the cost or pricing data, along with the computations and projections used therein, including review of accounting principles and practices that reflect properly all direct and indirect costs anticipated for the performance of the Contract. B. For Contract modifications or change orders the Contracting Officer, the U.S. Department of Transportation (if applicable), or their representatives shall have the right to examine all books, records, documents, and other cost and pricing data related to a Contract modification, unless such pricing is based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the public, or prices set by law or regulation, or combinations thereof. Data related to the negotiation or performance of the Contract modification or change order shall be made available for the purpose of evaluating the accuracy, completeness, and currency of the cost or pricing data. The right of examination shall extend to all documents necessary for adequate evaluation of the cost or pricing data, along with the computations and projections used therein, either before or after execution of the Contract modification or change order for the purpose of conducting a cost analysis. If an examination made after execution of the contract modification or change order reveals inaccurate, incomplete, or out-of-date data, the Contracting Officer may renegotiate the contract modification or change order price adjustment and Nashville MTA shall be entitled to any reductions in the price that would result from the application of accurate, complete or up-to-date data. (FTA does not require contractors to flow down these requirements to subcontractors.) C. For any cost reimbursable work the Contractor shall maintain and the Contracting Officer, the U.S. Department of Transportation (if applicable), or their representatives shall have the right to examine books, records, documents, and other evidence, including review of accounting principles and practices that reflect properly all direct and indirect costs incurred as related to said cost reimbursable work. 1. The materials described in Paragraphs A, B and C above shall be available at the Contractor's office at all reasonable times for inspection, audit, and making excerpts and transcriptions until three years from the date of final payment under the Contract except that the materials described in Paragraph A above shall also be available prior to any award and materials relating to "Service and Parts". For records relating to appeals under "Disputes", "Audit and Inspection of Records", litigation, or the settlement of claims arising out of the negotiation or the performance of contract modifications, records shall be kept available until such appeals, litigation, or claims have been disposed of.

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2. The Contracting Officer and his/her representative and any other parties authorized under this clause shall employ sound business practices to protect the confidence of the data specified under this clause, for which the Contractor provides access, against disclosure of such information and material to third parties except as permitted by the Contract. The Contractor shall be responsible for ensuring that any confidential data bears appropriate notice relating to its confidential character. 3. The requirements of this section are in addition to other audit, inspection, and record-keeping provisions specified elsewhere in the Contract documents. 23. PERFORMANCE BONDING REQUIREMENTS

After notice of award, the Contractor will be required to obtain performance bond to protect Nashville MTA’s interest.

1. The penal amount of performance bonds shall be 100 percent of the original contract price; however, 50% of the full amount per year would be adequate for the protection of Nashville MTA.

2. Nashville MTA may require additional performance bond protection when a contract price is increased. The increase in protection shall generally equal 100 percent of the increase in contract price. Nashville MTA may secure additional protection by directing the Contractor to increase the penal amount of the existing bond or to obtain an additional bond.

24. INDEMNIFICATION The Contractor shall, to the extent permitted by law (1) protect, indemnify and save Nashville MTA and its officers, employees and agents, including Proposers, 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 Nashville MTA and its officers, employees and agents, including Proposers, 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 Nashville MTA and its officers, employees and agents, including Proposers, 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. Nashville MTA 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. Nashville MTA 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. Nashville MTA 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 Nashville MTA, its officers, employees, agents or Proposers, 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

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against either one or both, each shall have full rights of contribution from the other. 25. MATERIALS/ACCESSORIES RESPONSIBILITY 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 Nashville MTA, 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". 26. PATENT INFRINGEMENT Nashville MTA shall advise the Contractor of any impending patent suit related to this Contract against Nashville MTA and provide all information available. The Contractor shall defend any suit or proceeding brought against Nashville MTA 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 Nashville MTA. 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 Nashville MTA the right to continue using said equipment or part, or replace same with non-infringing equipment, or modify it so it becomes non-infringing. Contractor's obligations under this section are discharged and Nashville MTA shall hold Contractor harmless with respect to the equipment or part if it was specified by Nashville MTA and all requests for substitutes were rejected, and the Contractor advised Nashville MTA under Proposer Communications and Requests of a potential infringement, in which case the Contractor shall be held harmless. 27. PROPRIETARY RIGHTS / RIGHTS IN DATA The term "subject data" used in this clause means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the Contract. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to Contract administration. Nashville MTA reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, the following subject data for its purposes: 1. Any subject data required to be developed and first produced in the performance of the Contract and specifically paid for as such under the Contract, whether or not a copyright has been obtained; and 2. Any rights of copyright to which the Contractor, subcontractor or supplier purchases ownership for the purpose of performance of the Contract and specifically paid for as such under the Contract. The Contractor agrees to include the requirements of this clause, modified as necessary to identify the affected parties, in each subcontract and supply order placed under the Contract. 28. POLICIES FOR SELECTED CONTRACTS The Contractor shall comply and will include these requirements in all subcontracts exceeding $100,000 in

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value of every tier. Contractor will include "Contract Work Hours and Safety Standards Act" in all subcontracts exceeding $2,500 in value not including subcontracts for the purchase of supplies or materials or articles ordinarily available on the open market. 29. POLICIES FOR PRIME CONTRACT PRE-AWARD AND POST-DELIVERY AUDIT REQUIREMENTS

a. CERTIFICATIONS REQUIRED The Proposer 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:

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

c. BUY AMERICA REQUIREMENTS The Proposer and (if selected) Contractor shall complete and submit a declaration certifying either compliance or noncompliance with Buy America. If the Proposer/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.

d. CERTIFICATE OF COMPLIANCE WITH SPECIFICATION REQUIREMENTS Each Proposer must submit a properly prepared and signed Certificate of Compliance with Federal Requirements and Specifications. Signing the form obligates the vendor to all requirements of this solicitation and constitutes the vendors assurance that it has the capacity and intent to deliver each item ordered in a manner that conforms with or exceeds federal and state standards.

e. FEDERAL MOTOR VEHICLE SAFETY STANDARDS (FMVSS) The Proposer 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.

f. BUS TESTING 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 MTA 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 Nashville MTA prior to Nashville MTA'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. If the manufacturer represents that the vehicle is "grandfathered" (has been used in mass transit service in

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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. Include one copy of the Altoona testing report with technical information. 30. QUALITY ASSURANCE PROVISIONS CONTRACTOR'S IN-PLANT QUALITY ASSURANCE REQUIREMENTS 1. QUALITY ASSURANCE REQUIREMENTS

1 QUALITY ASSURANCE REQUIREMENTS The Contractor, the Contractor's manufacturing plant and organization shall be certified to the appropriate QS-9000/ISO 9000 series of standards.

31. QUALITY ASSURANCE ORGANIZATION a. ORGANIZATION ESTABLISHMENT 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. b.. CONTROL 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. c. AUTHORITY AND RESPONSIBILITY 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. 32. QUALITY ASSURANCE ORGANIZATION FUNCTIONS a. MINIMUM FUNCTIONS The quality assurance organization shall include the following minimum functions. b. WORK INSTRUCTIONS The quality assurance organization shall verify inspection operation instructions to ascertain that the manufactured product meets all prescribed requirements. c. RECORDS MAINTENANCE 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. d. CORRECTIVE ACTION 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. 33. STANDARDS AND FACILITIES

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a. BASIC STANDARDS AND FACILITIES The following standards and facilities shall be basic in the quality assurance process. b. CONFIGURATION CONTROL 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. c. MEASURING AND TESTING FACILITIES 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. d. PRODUCTION TOOLING AS MEDIA OF INSPECTION 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. c. EQUIPMENT USE BY RESIDENT INSPECTORS 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. 34. CONTROL OF PURCHASES a. MAINTENANCE OF CONTROL The Contractor shall maintain quality control of purchases. b. SUPPLIER CONTROL The Contractor shall require that each supplier maintain 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. c. PURCHASING DATA 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. 35. MANUFACTURING CONTROL a. CONTROLLED CONDITIONS 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. b. COMPLETED ITEMS 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. c. NONCONFORMING MATERIALS The quality assurance organization shall monitor the Contractor's system for controlling nonconforming

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materials. The system shall include procedures for identification, segregation, and disposition. d. STATISTICAL TECHNIQUES Statistical analysis, tests, and other quality control procedures may be used when appropriate in the quality assurance processes. e. INSPECTION STATUS 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. 36. INSPECTION SYSTEM a. INSPECTION SYSTEM SCOPE 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. b. INSPECTION PERSONNEL Sufficient trained inspectors shall be used to ensure that all materials, components, and assemblies are inspected for conformance with the qualified bus design. c. INSPECTION RECORDS 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 inspection personnel during assembly shall be entered 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, Nashville MTA shall approve the modification, repair, or method of correction to the extent that the contract specifications are affected. d. QUALITY ASSURANCE AUDITS The quality assurance organization shall establish and maintain a quality control audit program. Records of this program shall be subject to review by Nashville MTA. 37. INSPECTIONS a. INSPECTION STATIONS 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.

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b. RESIDENT INSPECTOR ROLE Nashville MTA 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. Nashville MTA shall designate a primary resident inspector, whose duties and responsibilities are delineated in "Pre-Production Meetings" (Section 37.c.); "Authority" (Section 37.d.); and "Pre-Delivery Tests" (Section 38). Contractor and resident inspector relations shall be governed by the guidelines included as Attachment A to this Part 4. "Quality Assurance" Provisions. c. PRE-PRODUCTION MEETINGS The primary resident inspector shall participate in design review and pre-production meetings with Nashville MTA. 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. d. AUTHORITY 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 Contractor or inspection personnel during assembly shall be entered 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, Nashville MTA 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. e. SUPPORT PROVISIONS 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. 38. ACCEPTANCE TESTS a. RESPONSIBILITY

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Fully documented tests shall be conducted on each production bus following manufacture to determine its acceptance to the MTA. These acceptance tests shall include pre-delivery inspections and testing by the Contractor and inspections and testing by Nashville MTA after the buses have been delivered. b. PRE-DELIVERY TESTS The Contractor shall conduct acceptance tests at its plant on each bus following completion of manufacture and before delivery to Nashville MTA. 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 Nashville MTA. 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). Nashville MTA 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 the resident inspectors, who may accept or reject the results of the tests, may witness them. 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. The Contractor shall provide authorization forms for the release of each bus for delivery. An executed copy of the authorization shall accompany the delivery of each bus. c. INSPECTION - VISUAL AND MEASURED 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. d. TOTAL BUS OPERATION 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. e. POST-DELIVERY TESTS Nashville MTA may conduct acceptance tests on each delivered bus. These tests shall be completed within 30 (thirty) 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 Nashville MTA. 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 non-acceptance. Nashville MTA shall record details of all Defects on the appropriate test forms and shall notify the Contractor of acceptance, conditional acceptance, or non-acceptance of each bus within five days according to "Acceptance of Bus" after

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completion of the tests. The Defects detected during these tests shall be repaired according to procedures defined in "Contractual Provisions" (Part 2, "Repairs After Non-acceptance". f. VISUAL INSPECTION 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. g. BUS OPERATION Road tests will be used for total bus operation similar to those conducted at the Contractor's plant. In addition, Nashville MTA may elect to perform chassis dynamometer tests. Operational deficiencies of each bus shall be identified and recorded.

III. SCOPE

1. Introduction and Background

The Nashville Metropolitan Transit Authority (Nashville MTA) has received approval for a funding application through the Clean Fuels Bus and Bus Facilities Program for the purchase of up to seven (7) pure electric transit buses equipped with wayside inductive power transfer system that will operate on the Music City Circuit downtown circulator routes with zero tailpipe emissions. The Music City Circuit is a free circulator service that serves commuters, residents, workers, and tourists to reach major downtown office buildings and sports, entertainment, and hotel venues. There are three routes, the Blue, Green and Purple Circuits. Since the service began in March 2010 the Music City Circuit has carried over 441,000 passengers. The Blue Circuit runs primarily south to north and links Riverfront Station, the western terminus for the Music City Star commuter rail line through downtown, to the Schermerhorn Symphony Center, State of Tennessee offices, Bicentennial Mall and Nashville Farmers' Market. The Green Circuit runs east to west and links Riverfront Station to the urban Gulch neighborhood. The Purple Circuit runs south of downtown during lunch hours and serves key destinations between Riverfront Station and the Richard H. Fulton office complex – See Section VII, Appendix for more information about the routes profile. Currently, hybrid diesel buses are used on these routes when available. This project would allow Nashville MTA to expand the use of the current hybrid diesel fleet and incorporate the first electric, zero-emission vehicles into fixed-route service. This project will allow for the purchase of up to seven (7) electric buses and the installation of a charging station at our Nestor Maintenance Facility, located 1.2 miles from Riverfront Station, where the Music City Circuit routes begin service. Using the wayside inductive power transfer charging system will help bridge the gap between providing fixed-route service with diesel or hybrid-electric vehicles and providing fixed-route service with pure electric vehicles. 2. Scope of Service

The Nashville Metropolitan Transit Authority (Nashville MTA) is requesting proposals from qualified contractors to manufacture and deliver an all-electric transit bus solution to service one or more designated Nashville MTA transit routes. The Proposal shall include the manufacture and delivery of up to seven (7) all-electric battery transit buses and delivery and installation of supporting charging infrastructure in accordance with the terms and conditions set forth in this request for proposal (RFP) No. 2013389. The Contract shall be a firm-fixed price Contract.

This request for proposal is a performance based with guiding major requirements as a frame work. Proposers are encouraged to be innovative in meeting all requirements. In the evaluation of proposals, Nashville MTA shall use the criteria established in the Evaluation Scoring Measure is this RFP.

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Nashville MTA is expecting innovative solutions to comply with the following major requirements:

• Up to Seven (7) 30’ – 40’ battery electric transit coaches. Buses must be Heavy-Duty with 12 years life expectancy and/or 500,000 miles AND zero tailpipe emission.

• Charging equipment to support the above coaches which may include one en route charging stations that enable charging of buses in less than ten minutes while exchanging passengers at scheduled stops within the designated routes, AND a depot-based charging equipment (could be more than one station) to support overnight charging of the coaches and to be used for maintenance purposes.

• Oversight of the design and installation of charging equipment including obtaining permits and coordination with utility providers;

• Operator training and manuals for the operation of buses and charging equipment;

• Maintenance plan, training and manuals for the maintenance of buses and charging equipment;,

• An operational and maintenance performance assessment of proposed coaches and charging equipment, as well as a performance assessment of Agency’s trained operators and maintenance staff, at the end of the first complete year of service; and,

• Maintenance support for the charging equipment for the first three years with options for nine more years

Proposed solutions must comply with the following technical requirements as well as all other requirements set forth in this RFP. The technical requirements are primarily based on APTA’s Bus Specifications (Diesel and Hybrid) and are provided here to assist potential proposers in their proposals.

2.1 Buses

2.1.1 Buses shall have a minimum expected life of twelve (12) years or 500,000 miles, whichever comes first, and are intended for the widest possible spectrum of passengers, including children, adults, the elderly and people with disabilities. Each bus shall be capable of operating at least 40,000 miles per year, including the 12th year.

2.1.2 Altoona tested and certified

2.1.3 30 ft to 40 ft (please indicate proposed quantity of each, if any)

2.1.4 Battery powered. Zero tailpipe emission. Internal combustion engine to propel the vehicle or to assist in propelling the vehicle directly or indirectly is not acceptable. Cannot be hybrid-electric

2.1.5 Operating range must meet routes profile (if not on a single charge, then proposer must explain solution to meet profile). Route profile includes schedule and passenger load.

2.1.6 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 ensure interchangeability among buses in this procurement. This interchangeability shall extend to the individual components as well as to their locations in the buses. These components shall include, but are not limited to, passenger window hardware, interior trim, lamps, lamp lenses and seat assemblies. Any one component or unit used in the construction of these buses shall be an exact duplicate in design, manufacture and assembly for each bus in this Contract.

2.1.7 Each bus shall achieve normal operation in ambient temperature ranges of 10 ºF to 115 ºF, at relative

humidity between 5 percent and 100 percent, and at altitudes up to 3000 feet above sea level. Degradation of performance due to atmospheric conditions shall be minimized at temperatures below 10 °F, above 115 °F or at altitudes above 3000 feet. Speed, gradability and acceleration performance requirements shall be met at, or corrected to, 77 °F, 29.31 in. Hg, dry air per SAE J1995.

2.1.8 Interior Noise - The combination of inner and outer panels and any material used between them shall

provide sufficient sound insulation so that a sound source with a level of 80 dBA measured at the

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outside skin of the bus shall have a sound level of 65 dBA or less at any point inside the bus. These conditions shall prevail with all openings, including doors and windows, closed and with the motor and accessories switched off. The bus-generated noise level experienced by a passenger at any seat location in the bus shall not exceed 80 dBA. The driver area shall not experience a noise level of more than 75 dBA.

2.1.9 Exterior Noise - Airborne noise generated by the bus and measured from either side shall not exceed

80 dBA under full power acceleration when operated 0 to 35 mph at curb weight. The maximum noise level generated by the bus pulling away from a stop at full power shall not exceed 83 dBA. The bus-generated noise at curb idle shall not exceed 65 dBA. If the noise contains an audible discrete frequency, a penalty of 5 dBA shall be added to the sound level measured. The Contractor shall comply with the exterior noise requirements defined in local laws and ordinances and SAE J366.

2.1.10 Vehicle shall have a manually operated wheelchair ramp that is fully compliant with ADA Regulations.

Ramp shall have a recessed handle that operator can deploy with very little effort. Ramp shall have a two inch lip on each side of ramp. When deployed the accelerator shall be blocked and the brakes applied. There shall be an audible alarm while deployed. Ramp shall have a coating or covering that provides good traction and is slip resistant. With vehicle kneeled and ramp deployed, the angle of the ramp shall not exceed 9 degrees. When kneeled at a normal curb, angle shall be less than 9 degrees.

2.1.11 The bus shall be designed and manufactured in accordance with all applicable fire safety and smoke

emission regulations. These provisions shall include the use of fire-retardant/low-smoke materials, fire detection systems, bulkheads and facilitation of passenger evacuation. An automatic fire suppression system will be provided. At least five (5) temperature sensitive fire detection sensors shall be provided. They shall be located in the motor compartment under all horizontal bulkheads, above and downwind of the major heat sources, and in areas likely to be wetted by leaking flammable fluids. Additional sensors shall be located in other potentially critical areas. The sensors shall detect over temperature in the critical areas and shall activate the fire alarm bell and warning light in the driver's compartment. The sensors shall return to their normal setting and deactivate alarms when the temperature returns to normal. All materials used in the construction of the passenger compartment of the bus shall be in accordance with the Recommended Fire Safety Practices defined in FMVSS 302, dated October 20, 1993. Materials entirely enclosed from the passenger compartment, such as insulation within the sidewalls and sub-floor, need not comply. In addition, smaller components and items, such as seat grab rails, switch knobs and small light lenses shall be exempt from this requirement.

2.1.12 The Approach Angle is the angle measured between a line tangent to the front tire static loaded radius arc and the initial point of structural interference forward of the front tire to the ground. The Departure Angle is the angle measured between a line tangent to the rear tire static loaded radius arc and the initial point of structural interference rearward of the rear tire to the ground. The Break-over Angle is the angle measured between two lines tangent to the front and rear tire static loaded radius and intersecting at a point on the underside of the vehicle that defines the largest ramp over which the vehicle can roll. For each bus, the Approach Angle shall be 8.6 degrees minimum, the Front Break-over Angle shall be 8 degrees minimum and the Departure Angle is 8.7 degrees minimum.

2.1.13 Ground clearance shall be no less than 8.5 in., (8 in. at jacking pad) except within the axle zone and

wheel area. Axle zone clearance, which is the projected area between tires and wheels on the same axial centerline, shall be no less than 5.4 in. Wheel area clearance shall be no less than 8 in. for parts fixed to the bus body and 6 in. for parts that move vertically with the axles.

2.1.14 Height of the step above the street shall be no more than 16.5 in. measured at the centerline of the

front and rear doorway. The floor may be inclined along the longitudinal axis of the bus, and the incline shall not exceed 3.5 degrees off the horizontal except locally at the doors where 3 degree slope toward the door is allowed. All floor measurements shall be with the bus at the design running

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height and on a level surface and with the standard installed tires. A maximum of two steps is allowed to accommodate a raised aisle floor in the rear of the bus

2.1.15 The propulsion system shall be sized to provide sufficient power to enable the bus to meet the defined acceleration, top speed, and gradability requirements, and operate all propulsion-driven accessories using actual road test results and computerized vehicle performance data.

2.1.16 The bus shall be capable of achieving a top speed of at least 55 mph on a straight, level road at

GVWR with all accessories operating. The bus shall be capable of safely maintaining the vehicle speed according to the recommendations by the tire manufacturer.

2.1.17 Gradability requirements shall be met on grades with a dry commercial asphalt or concrete pavement

at GVWR with all accessories operating. The propulsion system and drivetrain shall enable the bus to achieve and maintain a speed of 40 mph on a 2½ percent ascending grade and 15 mph on a 10 percent ascending grade continuous.

2.1.18 The acceleration shall meet the requirements below and shall be sufficiently gradual and smooth to

prevent throwing standing passengers off-balance. Acceleration measurement shall commence when the accelerator is depressed.

2.1.19 Maximum Start Acceleration Times on a Level Surface1

Speed (mph) Maximum time

(seconds)

10 5

20 10

30 18

40 30

50 60

Top speed

2.1.20 The propulsion and braking systems shall meet the performance requirements of the Duty Cycle. Braking application and performance shall remain consistent regardless of System State of Charge (SOC) or other variances related to regenerative braking. The system shall be programmable to allow optimization of acceleration and deceleration rate. Performance may be affected when reprogramming. The manufacturer shall supply the new performance data.

2.1.21 The operating range of the coach shall be designed to meet the operating profile.

2.1.22 Test results from the Altoona fuel economy tests or other applicable test procedures shall be provided

to Nashville MTA. Results shall include vehicle configuration and test environment information. Fuel economy data shall be provided for each design operating profile. The design operating profile is assumed to be defined by the Altoona fuel duty cycle. Nashville MTA can provide a percentage of each duty cycle that is representative of Nashville MTA’s service. However, Nashville MTA expects to operate these vehicles predominantly in a CBD duty cycle. Miles per gallon (diesel equivalent) are calculated per Altoona fuel economy test procedure using the following relationship:

• 1 gallon of gasoline = 33.7 kWh of Energy • 1 gallon of diesel = 1.137 gallons of gasoline = 38.2kWh of Energy

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2.1.23 The bus shall be powered by an all-electric propulsion system. Function and operation of the bus

shall be transparent to the bus Operator and passengers. The manufacturer shall assure that the bus structure can successfully accept the installation of the propulsion system and be operated on the stated duty-cycle for a period of 12 years without a structural failure. At a minimum, the propulsion system shall comply with applicable local, state, and/or federal Zero Emission Vehicle (ZEV) emissions and useful life requirements. The Electric Drive System shall be rated for the GVWR or greater of the bus.

2.1.24 The propulsion system shall be arranged so that accessibility for all routine maintenance is assured.

No special tools, other than dollies and hoists, shall be required to remove the propulsion system or any subsystems. The air cleaner, air compressor, alternator, radiator, and any other component requiring service or replacement shall be easily removable. Contractor shall provide all specialty tools and diagnostic equipment required for maintaining the Propulsion System in accordance with Special Tools List.

2.1.25 The definition of motor in the context of this specification assumes the device can provide or consume

energy as well as provide or retard mechanical motion.

2.1.26 The Proposer shall provide explicit design and performance details of the Energy Storage System (ESS) with its proposal. Energy storage shall be of a commercial design capable of operating in a transit environment. The Energy Storage System shall comply with UN/DOT 38.3 requirements for lithium batteries or similar standards for non-lithium batteries. Charging of the energy storage system shall be accomplished in some part by regenerative braking. Thermal management will be provided to ensure optimal life and performance of the ESS over the environmental operating range

2.1.27 The powertrain shall be equipped with regenerative braking designed to improve energy efficiency

and extend brake lining service life. The application of regenerative braking shall cause a smooth blending of both regenerative and service brake function and need not activate the brake lights.

2.1.28 Actuation of ABS and/or automatic control (ATC) shall override the operation of the regenerative

brake. The system shall be designed whereby increasing the pressure on the brake pedal increases the amount of regen capability up until a preset point is reached within the brake pedal travel whereby the mechanical brake is engaged. The regen shall continue to operate during mechanical braking. An indicator light visible to the driver shall illuminate when regenerative braking is activated. The regenerative braking shall be adjustable within the limits of the powertrain and activated when the brake pedal is depressed or as the accelerator pedal is released.

2.1.29 Hydraulic system service tasks shall be minimized and scheduled no more frequently than those of

other major coach systems. All elements of the hydraulic system shall be easily accessible for service or unit replacement. Critical points in the hydraulic system shall be fitted with service ports so that portable diagnostic equipment may be connected or sensors for an off-board diagnostic system permanently attached to monitor system operation when applicable. A tamper-proof priority system shall prevent the loss of power steering during operation of the bus if other devices are also powered by the hydraulic system. The hydraulic system shall operate within the allowable temperature range as specified by the lubricant manufacturer.

2.1.30 Prior to acceptance of first bus, the vehicle must have completed any FTA-required Altoona testing pursuant to 49 CFR Section 665.7. Any items that required repeated repairs or replacement must undergo the corrective action with supporting test and analysis. A report clearly describing and explaining the failures and corrective actions taken to ensure any and all such failures will not occur shall be submitted to Nashville MTA.

2.1.31 The bus, loaded to GVWR and under static conditions, shall not exhibit deflection or deformation that

impairs the operation of the steering mechanism, doors, windows, passenger escape mechanisms or

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service doors. Static conditions shall include the vehicle at rest with any one wheel or dual set of wheels on a 6 in. curb or in a 6 in. deep hole.

2.1.32 All structure, body and panel-bending mode frequencies, including vertical, lateral and torsional

modes, shall be sufficiently removed from all primary excitation frequencies to minimize audible, visible or sensible resonant vibrations during normal service.

2.1.33 The passenger and motor compartment shall be separated by fire-resistant bulkheads. The motor

compartment shall include areas where the motor and drive train are housed. This bulkhead shall preclude or retard propagation of fire into the passenger compartment and shall be in accordance with the Recommended Fire Safety Practices defined in FTA Docket 90A, dated October 20, 1993. Only necessary openings shall be allowed in the bulkhead, and these shall be fire-resistant. Any passageways for the climate control system air shall be separated from the motor compartment by fire-resistant material. Piping through the bulkhead shall have fire-resistant fittings sealed at the bulkhead. Wiring may pass through the bulkhead only if connectors or other means are provided to prevent or retard fire propagation through the bulkhead. Access panels in the bulkhead shall be fabricated of fire-resistant material and secured with fire-resistant fasteners. These panels, their fasteners and the bulkhead shall be constructed and reinforced to minimize warping of the panels during a fire that will compromise the integrity of the bulkhead.

2.1.34 The bus body and roof structure shall withstand a static load equal to 150 percent of the curb weight

evenly distributed on the roof with no more than a 6 in. reduction in any interior dimension. Windows shall remain in place and shall not open under such a load. These requirements must be met without the roof-mounted equipment installed.

2.1.35 The bus shall withstand a 25 mph impact by a 4000-pound automobile at any side, excluding

doorways, along either side of the bus with no more than 3 in. of permanent structural deformation at seated passenger hip height. This impact shall not result in sharp edges or protrusions in the bus interior.

2.1.36 Exterior panels below 35 in. from ground level shall withstand a static load of 2000 lbs applied

perpendicular to the bus by a pad no larger than 5 sq in. This load shall not result in deformation that prevents installation of new exterior panels to restore the original appearance of the bus.

2.1.37 The bus flooring, sides, roof, understructure and axle suspension components shall be designed to

resist corrosion or deterioration from atmospheric conditions and de-icing materials for a period of 12 years or 500,000 miles, whichever comes first. It shall maintain structural integrity and nearly maintain original appearance throughout its service life, with Nashville MTA’s use of proper cleaning and neutralizing agents. All materials that are not inherently corrosion resistant shall be protected with corrosion-resistant coatings. All joints and connections of dissimilar metals shall be corrosion resistant and shall be protected from galvanic corrosion. Representative samples of all materials and connections shall withstand a two-week (336-hour) salt spray test in accordance with ASTM Procedure B-117 with no structural detrimental effects to normally visible surfaces and no weight loss of over 1 percent. All exposed surfaces and the interior surfaces of tubing and other enclosed members below lower window line shall be corrosion resistant through application of a corrosion protection system.

2.1.38 Each towing device shall withstand, without permanent deformation, tension loads up to 1.2 times the

curb weight of the bus within 20 degrees of the longitudinal axis of the bus. If applicable, the rear towing device(s) shall not provide a toehold for unauthorized riders. The method of attaching the towing device shall not require the removal, or disconnection, of front suspension or steering components. Removal of the bike rack is permitted for attachment of towing devices.

2.1.39 A plug connector permanently mounted at the front of the bus shall provide for bus tail lamp, marker,

stop and turn signal lamp operation as controlled from the towing vehicle. The connector shall include

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a spring-loaded dust- and water-resistant cap. Shop air connectors shall be provided at the front and rear of the bus and shall be capable of supplying all pneumatic systems of the bus with externally sourced compressed air. The location of these shop air connectors shall facilitate towing operations.

2.1.40 The front towing devices shall allow attachment of adapters for a rigid tow bar and shall permit the

lifting and towing of the bus, at curb weight, while the front wheels are clear off the ground. These devices shall also permit common flat towing.

2.1.41 It shall be possible to safely jack up the bus, at curb weight, with a common 10-ton floor jack with or

without special adapter, when a tire or dual set is completely flat and the bus is on a level, hard surface, without crawling under any portion of the bus. Jacking from a single point shall permit raising the bus sufficiently high to remove and reinstall a wheel and tire assembly. Jacking pads located on the axle or suspension near the wheels shall permit easy and safe jacking with the flat tire or dual set on a 6 in. high run-up block not wider than a single tire. The bus shall withstand such jacking at any one or any combination of wheel locations without permanent deformation or damage. Jacking pads shall be painted safety yellow. The bus axles or jacking plates shall accommodate the lifting pads of a two-post hoist system. Jacking plates, if used as hoisting pads, shall be designed to prevent the bus from falling off the hoist. Other pads or the bus structure shall support the bus on jack stands independent of the hoist.

2.1.42 The floor deck may be integral with the basic structure or mounted on the structure securely to prevent chafing or horizontal movement and designed to last the life of the bus. Sheet metal screws shall not be used to retain the floor, and all floor fasteners shall be serviceable from one side only. Any adhesives, bolts or screws used to secure the floor to the structure shall last and remain effective throughout the life of the coach. Tapping plates, if used for the floor fasteners, shall be no less than the same thickness as a standard nut, and all floor fasteners shall be secured and protected from corrosion for the service life of the bus. The floor deck shall be reinforced as needed to support passenger loads. At GVWR, the floor shall have an elastic deflection of no more than 0.60 in. from the normal plane. The floor shall withstand the application of 2.5 times gross load weight without permanent detrimental deformation. The floor, with coverings applied, shall withstand a static load of at least 150 lbs applied through the flat end of a ½ in. diameter rod, with 1/32-inch radius, without permanent visible deformation. The floor shall consist of the subfloor and the floor covering that will last the life of the bus. The floor as assembled, including the sealer, attachments and covering shall be waterproof, non-hygroscopic and resistant to mold growth. The subfloor shall be resistant to the effects of moisture, including decay (dry rot). It shall be impervious to wood-destroying insects such as termites.

2.1.43 If plywood is used, it shall be certified at the time of manufacturing by an industry-approved third-party inspection agency such as APA – The Engineered Wood Association (formerly the American Plywood Association). Plywood shall be of a thickness adequate to support design loads, manufactured with exterior glue, satisfy the requirements of a Group I Western panel as defined in PS 1-95 (Voluntary Product Standard PS 1-95, “Construction and Industrial Plywood”) and be of a grade that is manufactured with a solid face and back. Plywood shall be installed with the highest-grade, veneer side up. Plywood shall be pressure-treated with a preservative chemical and process such as alkaline copper quaternary (ACQ) that prevents decay and damage by insects. Preservative treatments shall utilize no EPA-listed hazardous chemicals. The concentration of preservative chemicals shall be equal to or greater than required for an above ground level application. Treated plywood will be certified for preservative penetration and retention by a third party inspection agency. Pressure-preservative treated plywood shall have moisture content at or below 15 percent.

2.1.44 The covering of platform surfaces and risers, except where otherwise indicated, shall be the same

material as specified for floor covering. Trim shall be provided along top edges of platforms unless integral nosing is provided. The driver’s platform shall be of a height such that, in a seated position, the driver can see an object located at an elevation of 42 in. above the road surface, 24 in. from the leading edge of the bumper. Notwithstanding this requirement, the platform height shall not position

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the driver such that the driver’s vertical upward view is less than 15 degrees. A warning decal or sign shall be provided to alert the driver to the change in floor level. The figure below illustrates a means by which the platform height can be determined, using the critical line of sight.

2.1.45 The bus manufacturer shall install the wiring and connections for use with the Nashville MTA’s GFI

Odyssey. Nashville MTA shall provide drawings for appropriate installation. The Odyssey Fare box control shall be powered by a multiplexing system output that is timer controlled to remain on for 60 min after the ignition is off.

2.1.46 Destination Signs shall be the Twin Vision Color LED Destination Signs (Chroma IV Full Color) or

approved equal and must be compatible with the talking bus system (Digital Recorders or approved equal) to call out ADA stops through a GPS system. An automatic color electronic destination sign system, Twin Vision Color LED Destination Sign System (Chroma IV Full Color) or approved equal, shall be furnished and installed in the bus by the manufacturer. The destination sign system shall consist of: A destination signs to be included on the front, on the right side near the front door, and on the rear of the coach. Sign readings shall be selected by the driver and shall retain the setting during subsequent operations. The entire display area of all signs shall be clearly visible in direct sunlight or at night. The system shall be microprocessor-based and utilize single point/J1708 communication or approved equal, and shall utilize error correction techniques within the communication protocol.

2.1.47 A passenger "Stop Requested" signal system that complies with applicable ADA requirements

defined in 49 CFR, Part 38.37 shall be provided. The system shall consist of a heavy-duty pull cable, chime, and interior sign message. The pull cable shall be located the full length of the bus on the sidewalls at the level where the transom is located. If no transom window is required, height of pull cable shall approximate this transom level and shall be no greater than 63 inches as measured from floor surface. It shall be easily accessible to all passengers, seated or standing. Pull cable(s) shall activate a solid state or magnetic proximity switch(es). At each wheelchair parking position and priority seating positions additional provisions shall be included to allow a passenger in a mobility aid to easily activate “Stop Requested” signal by means of an ADA approved pull cable or other device. An auxiliary passenger “Stop Requested” signal shall be installed at the rear door to provide passengers standing in the rear door/exit area convenient means of activating the signal system. A heavy-duty “Stop Request” signal button shall be installed on modesty panel stanchion immediately forward of rear door and clearly identified as “Passenger Signal.” Exit signals located in the wheelchair parking area shall be no higher than 4 feet above the floor. Instructions shall be provided to clearly indicate function and operation of these signals. A single "Stop Requested" chime shall sound when the system is first activated. A double chime shall sound when the system is first activated from wheelchair passenger areas.

2.1.48 A public address system shall be provided. It shall be a Mobile Page (45 watt) system with a

gooseneck microphone. Outside and inside speakers with on/off switch shall be provided that complies with the ADA requirements of 49 CFR, Part 38.35 and enables the operator to address passengers either inside or outside the bus. Inside speakers shall broadcast, in a clear tone, announcements that are clearly perceived from all seat positions at approximately the same volume level. Special attention shall be given to ensure that clear and audible audio shall be heard from the rear seating of the vehicle while the bus is in operation. This may require an additional public address system with its own separate volume control. A speaker shall be provided so announcements can be clearly heard by passengers standing outside the bus near the front door. An operator-controlled switch shall select inside or outside announcements. A separate volume control shall not be necessary for the outside when switching from inside to outside. Any volume control will not be accessible by the vehicle driver. The system shall be muted when not in use. A provision shall be provided to secure the microphone in a stored position when not in use. The microphone shall be vandal resistant, mounted on a heavy-duty, flexible gooseneck, which is secured with tamper-proof fasteners and will allow the operator to comfortably speak into it without using his/her hands. Length and location shall be approved by Nashville MTA.

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2.1.49 Energy absorbing front and rear bumpers shall be furnished. No part of the bus, including the bumper

and bike rack, shall be damaged as a result of a 5 MPH impact of the bus at curb weight with a fixed, flat barrier perpendicular to the buses longitudinal centerline. The front bumper shall protrude past the bike rack. The bumper shall protect the bus and a stationery 4,000 pound, post l973 American automobile from damage as a result of impacting at 6.5 MPH into the rear bumper of the automobile parallel to the longitudinal centerline of the bus and at 5.5 MPH into the rear bumper of the automobile at a 30 degree angle to the longitudinal centerline of the bus. The energy absorption system of the bumper shall be independent of every power system of the bus and shall not require service or maintenance in normal operation during the service life of the bus. The flexible portion of the bumper may increase the overall bus length by no more than six inches (6"). Bumper on bus shall also have reinforcements at the bottom. A splashguard shall be added to lower back portion of the front bumper to keep road sludge off the lift platform. The rear bumper and its mounting shall provide impact protection for the bus at curb weight from a 2 MPH impact with a fixed flat barrier perpendicular to the longitudinal centerline of the bus. The rear bumper shall protect the bus when impacted by the striker defined FMVSS No. 2l5 loaded to 4,000 pounds, at 4 MPH parallel to, or up to a 30 degree angle to, the longitudinal centerline of the bus. The bumper extensions shall not hinder service and shall be faired into the bus body with no protrusion or sharp edges. The bumper shall be independent of all power systems of the bus and shall not require service or maintenance in normal operation during the service life of the bus. Any flexible portion of the bumper may increase the overall bus length by no more than six inches (6"). Bumper material shall be corrosion resistant. Visible surfaces shall be bright or color coordinated with the bus exterior or black. These qualities shall be sustained throughout the service life of the bus.

2.1.50 Brake and Throttle interlock shall prevent movement when the bus is kneeled. The kneeling control

shall be disabled when the bus is in motion. The bus shall kneel at a maximum rate of 1.25 inches per second at essentially a constant rate. After kneeling, the bus shall rise within 2 seconds to a height permitting the bus to resume service and shall rise to the correct operating height within 7 seconds regardless of load up to GVWR. During the lowering and raising operation, the maximum acceleration shall not exceed 0.2g and the jerk shall not exceed 0.3g/sec. An indicator visible to the driver shall be illuminated until the bus is raised to a height adequate for safe street travel. An audible warning alarm will sound simultaneously with the operation of the kneeler to alert passengers and bystanders. A warning light mounted near the curbside of the front door, minimum 3" diameter, amber lens shall be provided that will blink when the kneel feature is activated. Kneeling shall not be operational while the wheelchair ramp is deployed or in operation. Kneeling switch shall be a momentary contact type switch. The vehicle shall kneel/raise automatically to the correct height upon activation.

2.1.51 Power steering system shall be adequate for transit bus application. Gear assembly shall be mounted

so as to reduce road shock and vibration. Steering mechanism shall be mounted so that all adjustments can readily be made without dismounting parts

2.1.52 Hydraulically assisted power steering shall be provided. With the bus on dry, level, commercial asphalt pavement, and tires inflated to recommended pressure and the front wheels positioned straight ahead, the torque required to turn the steering wheel 10 degrees shall be no less than 5 foot pounds and no more than 10 foot pounds. With the bus in operation the steering effort shall not exceed 55 pounds at the steering wheel rim and perceived free play in the steering system shall not materially increase as a result of power assist failure. Gearing shall require no more than seven turns of the steering wheel lock-to-lock. Caster angle shall be selected to provide a tendency for the return of the front wheels to the straight position with minimal assistance from the driver.

2.1.53 The steering wheel diameter shall be a minimum of eighteen (18) inches and a maximum of twenty-

one (21) inches in diameter and shall be of black hard plastic construction of a metal core. The steering wheel shall be removable with a standard or universal puller. Steering wheel spokes and wheel thickness should be such as to ensure that visibility is within the range of a 95-percentile range

33


as described in SAE 1050a. Placement of steering column must be as far forward as possible, but either in-line or behind the instrument cluster. The steering wheel shall have a rearward tilt adjustment range of no less than 40 degrees as measured from the horizontal and upright position. The steering wheel shall adjust to maximum height of 5" and a minimum low-end adjustment of 29". Measurement - From the top of the rim of the steering wheel in the horizontal position to the cab floor at the heel point. The following chart is acknowledged as the standard for measurements of thigh clearance, resting elbow height, the slope of the steering wheel, and the height of the wheel, and the relationship of one to another, to assist in determining the appropriate telescopic range.

Thigh Clearance Resting Elbow Height

5 Percentile Female 19.1" 22.1"

95 Percentile Male 25.6" 30.4"

Steering Wheel Height (Measured from the floor to a point on the top of the steering wheel arc (circumference), closest to driver, relative to Angle of Slope (tilt)

At Minimum Telescopic Height Adjustment (29")

At Maximum Telescopic Height Adjustment (5")

Angle of Slope (tilt)

Height Angle of Slope (tilt)

Height

0 degrees 29" 0 degrees 34"

15 degrees 26.2" 15 degrees 30.2"



2.1.54 Buses shall be equipped with two (2) inside rear view mirrors. Center rear view mirror above windshield shall be seven inches (7") by sixteen inches (l6") and right windshield header mirror shall be a rectangular mirror seven inches (7") by six inches (6") or six inch (6") round. The seven inch (7") by sixteen inch (l6") mirror shall be located so as not to interfere with passengers. Seven (7") by sixteen inch (l6") mirror is to be mounted on a single swivel base.

2.1.55 Buses shall be equipped with a twelve inch (l2") diminishing mirror to be mounted at each exit door in

such a way as will not interfere with passengers. A seven-inch (7") by ten inch (10") convex mirror with adjustable brackets shall be installed in the front vestibule over the step-well. Nashville MTA must approve mirrors and placement of the mirrors.

2.1.56 Buses shall be equipped with two- (2) outside, eight-inch (8") rearview mirrors. Mirror glass shall be easily replaceable and shall not require mirror assembly removal from the bus. Both mirrors shall be heated and shall be remotely adjustable. Right mirror shall be convex type mounted on front corner posts. Right hand mirror shall be mounted so it is at least Seventy Eight (78) inches above pavement. Left-hand mirror shall be mounted so it is just above lower edge of driver's window. Nashville MTA shall approve the mirrors and mirror placements.

2.1.57 Driver's windshield visor shall be a roll -shade style visor. A second roll-shade style visor shall be

provided for the left driver's window. Both roll shades shall be a vinyl-like, solid non-light-penetrating material. Visor(s) shall be subject to Nashville MTA approval.

2.1.58 A stainless steel bike rack shall be provided. The specific model and mounting arrangement is

subject to Nashville MTA Approval.

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2.1.59 Contractor shall provide a deployable wheelchair ramp. The wheelchair ramp must meet all ADA and state requirements. The wheelchair ramp shall be equipped with side rails, and any surfaces designed to be walked on shall be covered with flooring or non-skid material that matches the color and design of the bus flooring material. The wheelchair ramp shall not present a tripping hazard when stowed, and it shall be sealed against water and dirt intrusion into its floor recess or pocket when stowed. The wheelchair ramp floor pocket shall have a yellow edge/stripe that remains visible when the wheelchair ramp is deployed to warn passengers of the uneven floor surface. The wheelchair ramp platform and all access covers shall be made from stainless steel, and all lubrication points shall be accessible without removing bus body panels, bumpers, or doors. The wheelchair ramp shall be controlled by a switch on the dash, and brake and acceleration interlocks shall be activated whenever the wheelchair ramp is enabled. Front door operation shall be interlocked with wheelchair ramp operation. Visual and audible warning devices shall alert passengers that the wheelchair ramp is in operation. Dashboard-mounted indicator lights shall be provided to inform the operator if the wheelchair ramp is deployed or fully stowed. Ramp must be able to be manually deployed in emergency situations. A means to measure the deployed angle of the wheelchair ramp shall be provided. This information will light a warning lamp on the dashboard if a Nashville MTA-selectable angle is exceeded. The wheelchair ramp shall be designed so that it can be deployed and stowed manually with a maximum of 30 lbs. of force applied, and without exposing the wheelchair ramp operator or bystanders to injury. Downward motion of the wheelchair ramp shall be dampened or controlled such that it will not fall freely in any direction under any circumstances. Nashville MTA must approve the wheelchair ramp, dash control location, power source, and backup system before production begins. The wheelchair ramp dash controls shall be identified by the use of an ADA light blue switch bezel.

2.1.60 Interior circulation must meet the October 2010 APTA Standard Bus Procurement Guide Section TS

79.6 (Interior circulation) and all applicable ADA requirements.

2.1.61 The exterior of the coach shall be white. PPG Paint or Dupont Imron paint shall be used. Nashville MTA will select the colors. Painted surfaces shall have a minimum 95 gloss and an orange peel rating of 7 or more on the Advanced Coating Technologies, Inc., orange peel standard panels set #APR 14941 or Agency accepted wave scan equipment. Paint shall last a minimum of six years with a minimum gloss of 90 as measured in ASTM E97-92, “Standard Test Method For Directional Reflectance.”

2.1.62 The contractor shall supply and install such interior and exterior logos, markings and decals as

required by Nashville MTA. Nashville MTA will supply samples to the contractor in the pre-production stage, and will at that time supply further installation and placement instructions. A list of required markings follows:

Exterior

QTY DESCRIPTION TYPE LOCATION

1 “Nashville MTA” Logo 22” Reflective Decal

Roof

4 Bus ID Number, 4” Reflective Decal

Front, Rear, Sides

1 Bus ID Number, 22” Reflective Decal

Roof

ID of Water, Oil Etc. Decal

Where Applicable

Misc Decals and Markings required by Federal Regulations

Decal As required

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Interior


2 Bus ID Number 3” Decal

Front (center over W/S) Rear (center on rear panel)

1 No Smoking Decal Rear (center on rear panel)

2 Watch Your Step Decal Front, step riser Rear, top of exit door

1

Passenger Exit Signal (Wait for green light, then open)

Decal Rear exit door

2 Emergency Exit Instructions (Break glass, turn handle)

Decal Top of rear exit Top of front exit (if applicable)

Each Window

Emergency Exit Instructions – Window Release

Decal or Plate

On Mullions

2 Emergency Exit Instructions

Decal Roof Hatches


1 Please Use Hand Holds When walking or standing

Decal Driver’s barrier upper panel

1

Parking and Emergency Brake Control Instructions (Push to Apply)

Decal AC Park Brake

Any other instructional decals

Decal As necessary

Passenger Exit Signal Decal At intervals along exit strip as necessary

1

For Passenger Safety – Federal Law prohibits operation of this bus while anyone is standing forward of the standee line

Decal To Be Determined

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2 Please give up these seats if needed by the elderly or disabled

Decal To be determined

1 Trash Decal To Be Determined

1 Videotaping Warning Decal To Be Determined

1 Disturbing the Operator Warning

Decal To Be Determined

2.1.63 Exterior lighting and reflectors shall comply, as applicable, with Part 393, Subpart B of the FMCSA and FMVSS 108. All exterior lights shall be designed to prevent entry and accumulation of moisture or dust. Commercially available LED-type lamps shall be utilized at all exterior lamp locations except headlights. Lamps, lenses and fixtures shall be interchangeable to the extent practicable. Two hazard lamps at the rear of the bus shall be visible from behind when the engine service doors are opened. Light lenses shall be designed and located to prevent damage when running the vehicle through an automatic bus washer. Front marker (clearance) lights along with lights located on the roof and sides of the bus shall have protective shields or be of the flush mount type to protect the lens against minor impacts.

2.1.64 All LED lamps shall be standard installation of the OEM. The entire assembly shall be specifically

coated to protect the light from chemical and abrasion degradation.

2.1.65 Visible and audible warnings shall inform following vehicles or pedestrians of reverse operation. Visible reverse operation warning shall conform to SAE Standard J593. Audible reverse operation warning shall conform to SAE Recommended Practice J994 Type C or D.

2.1.66 Lamps at the front and rear passenger doorways shall comply with ADA requirements and shall

activate only when the doors open. These lamps shall illuminate the street surface to a level of no less than 1 foot-candle for a distance of 3 ft outward from the outboard edge of the door threshold. The lights may be positioned above or below the lower daylight opening of the windows and shall be shielded to protect passengers’ eyes from glare.

2.1.67 Turn-signal lights shall be provided on the front, rear, curb and street sides of the bus in accordance

with FMVSS 108 and Part 393, Subpart B of the FMCSA as applicable.

2.1.68 Roved headlamps shall be designed for replacement without removing the headlamp bezel. Standard Installation. Standard OEM headlight installation shall be provided in accordance with FMVSS 108 and Part 393, Subpart B of the FMCSA as applicable.

2.1.69 Brake lights shall be provided in accordance with FMVSS 108 and Part 393, Subpart B of the FMCSA

as applicable. Contractor to provide and install two (2) additional stop lights located above the engine access door.

2.1.70 LED lamps shall be provided in the motor and all other compartments where service may be required

to generally illuminate the area for night emergency repairs or adjustments. These service areas shall include, but not be limited to, the motor compartment, the communication box, junction/apparatus panels and passenger door operator compartments. Lighting shall be adequate to light the space of the service areas to levels needed to complete typical emergency repairs and adjustments. The service area lamps shall be suitable for the environment in which they are mounted.

2.1.71 Motor compartment lamps shall be controlled by a switch mounted near the rear start controls. All

other service area lamps shall be controlled by switches mounted on or convenient to the lamp assemblies. Power to the service area lighting shall be programmable. Power shall latch on with

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activation of the switch and shall be automatically discontinued (timed out) after 30 minutes to prevent damage caused by inadvertently leaving the service area lighting switch in the on position after repairs are made.

2.1.72 The entire front end of the bus shall be sealed to prevent debris accumulation behind the dash and to

prevent the driver’s feet from kicking or fouling wiring and other equipment. The front end shall be free of protrusions that are hazardous to passengers standing at the front of the standee line area of the bus during rapid decelerations. Paneling across the front of the bus and any trim around the driver’s compartment shall be formed metal or composite material. Composite dash panels shall be reinforced as necessary, vandal-resistant and replaceable. All colored, painted and plated parts forward of the driver’s barrier shall be finished with a surface that reduces glare. Any mounted equipment must have provision to support the weight of equipment.

2.1.73 Interior light source shall be located to minimize windshield glare, with distribution of the light focused

primarily on the passengers’ reading plane while casting sufficient light onto the advertising display. The lighting system may be designed to form part of or the entire air distribution duct. The lens material shall be translucent polycarbonate. Lenses shall be designed to effectively “mask” the light source. Lenses shall be sealed to inhibit incursion of dust and insects yet be easily removable for service. Access panels shall be provided to allow servicing of components located behind light panels. If necessary, the entire light fixture shall be hinged.

2.1.74 The first light on each side (behind the driver and the front door) is normally turned on only when the

front door is opened, in “night run” and “night park.” As soon as the door closes, these lights shall go out. These lights shall be turned on at any time if the toggle switch is in the “on” position. All interior lighting shall be turned off whenever the transmission selector is in reverse and the engine run switch is in the “on” position. Nashville MTA prefers that the interior lighting system use Light Emitting Diodes (LED) for illumination and employ programmable logic chips, which allow programming the operation of each individual lamp as required. The interior lighting design shall require the approval of Nashville MTA.

2.1.75 The driver’s area shall have a light to provide general illumination, and it shall illuminate the half of the

steering wheel nearest the driver to a level of 5 to 10 foot-candles.

2.1.76 The interior lighting system shall provide a minimum 15 foot-candle illumination on a 1 sq ft plane at an angle of 45 degrees from horizontal, centered 33 in. above the floor and 24 in. in front of the seat back at each seat position. Allowable average light level for the rear bench seats shall be 7 foot-candles.

2.1.77 Floor surface in the aisles shall be a minimum of 10 foot-candles, and the vestibule area a minimum

of 4 foot-candles with the front doors open and a minimum of 2 foot-candles with the front doors closed. The front entrance area and curb lights shall illuminate when the front door is open and master run switch is in the “lights” positions. Rear exit area and curb lights shall illuminate when the rear door is unlocked.

2.1.78 Step lighting for the intermediate steps between lower and upper floor levels shall be a minimum of 4

foot-candles and shall illuminate in all engine run positions. The step lighting shall be low-profile to minimize tripping and snagging hazards for passengers and shall be shielded as necessary to protect passengers’ eyes from glare.

2.1.79 Exterior and interior ramp lighting shall comply with CFR Part 49, Sections 19.29 and 19.31.

2.1.80 A light fixture shall be mounted in the ceiling above the farebox location. The fixture shall be capable

of projecting a concentrated beam of light on the farebox. This light will automatically come on whenever the front doors are opened and the run switch is in the “night run” or “night park” position.

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2.1.81 The accelerator pedal in conjunction with the drive motor controller shall control the electrical power to and from the drive motor. Its operation shall be similar to that of the accelerator pedal in an internal combustion engine powered vehicle. As the pedal is depressed the power level increases. As the pedal is released the power level decreases. When the pedal is fully released the regenerative brake shall be applied. The function, known as regenerative braking, is similar to an internal combustion engine with a transmission allowing the drive train to aid in slowing the vehicle, thereby preventing brake wear.

2.1.82 An on-board rotary nearly inaudible motor driven air compressor shall supply compressed air to the

vehicle. The motor shall be maintenance free. The motor starting current shall be minimized by the use of a motor controller. The controller shall be fused in close coordination with the time-current characteristics of the motor to protect against motor failure. The compressor shall discharge into compressed air reservoirs, meeting ASME Pressure Vessel Code requirements. The compressor and air reservoirs shall be sized to maintain operating pressure with a compressor duty cycle of less than 50%. Brake reservoir pressures shall be displayed on the driver’s console. A warning light shall provide an indication of low main accumulator pressure. Operating Pressure shall be 100 – 120 psig.

2.1.83 The traction controller shall interface with the vehicle master run switch in order to activate and

deactivate the propulsion system, as well as provide directional controls (Forward, Neutral and Reverse) for the vehicle. The directional controls are mounted on the front dash panel or the left Driver’s console, and are easily accessible to the Operator. A microprocessor based digital AC motor controller shall be provided. It shall be of Flux Vector design to separately control motor magnetic flux and torque. The controller shall be of high efficiency design with a keypad display for system monitoring and parameter programming and/or provide programming software via a laptop computer. The controller limits the minimum traction battery discharge voltage to prevent excessive discharge of the battery. It also shall utilize a battery current and voltage protection algorithm. The controller shall be provided with an interlock to disable its operation while the traction battery charger is plugged into the vehicle. Additional interlocks shall be provided to protect against High motor temperature, High controller temperature, and Low accessory battery voltage. The controller shall be capable of providing regenerative braking utilizing the motor as an electrical generator. Regenerative braking shall be controlled by the operator input via the accelerator pedal.

2.1.84 The traction motor shall be selected for optimum performance with Controllers. The motor

characteristics shall be optimized to minimize motor losses. Thermostats in the windings thermally protect it. The motor shall be totally enclosed fan cooled to protect it from the environment.

2.1.85 The mechanical power shall be transferred from the motor to the drive shaft via an enclosed chain

drive. This chain drive shall be attached to the drive motor to form a one-piece assembly. The chain and the sprockets are immersed in a bath of oil to dampen the chordial action typical of chain drives with large sprockets. A gear reduction box will be considered as an option to the chain drive

2.1.86 The drive shaft shall be equipped with universal joints at the power transfer drive end and at the drive

axle end. The power transfer drive end shall have a spliced slip joint. The shaft shall be dynamically balanced and mounted to minimize universal joint deflection. Drive shaft components shall be adequate to transmit the maximum delivered torque of the motor. The drive shaft shall be guarded to prevent it from striking the ground or damaging the floor, fluid lines, air lines, wire harnesses, or other equipment of the vehicle, in the event of a tube or universal joint failure.

2.1.87 The drive shaft shall be equipped with universal joints at the power transfer drive end and at the drive

axle end. The power transfer drive end shall have a spliced slip joint. The shaft shall be dynamically balanced and mounted to minimize universal joint deflection. Drive shaft components shall be adequate to transmit the maximum delivered torque of the motor. The drive shaft shall be guarded to prevent it from striking the ground or damaging the floor, fluid lines, air lines, wire harnesses, or other equipment of the vehicle, in the event of a tube or universal joint failure. The batteries shall be packed in battery trays. These packs are placed within the vehicle in a fire resistant box to equalize weight

39


between wheels on the same axle and to achieve appropriate proportioning between the front and rear axles.

2.1.88 All high voltage wiring shall be clearly marked, and isolated from low voltage wiring. High voltage

wiring shall be loomed in a bright red or orange, watertight, anti-abrasive, flexible conduit. High voltage wiring shall utilize grommet less bulkhead fittings to pass through walls and bulkheads. The entire high voltage wiring circuit is watertight. Power cables shall be flexible multi-strand copper with a hypalon or neoprene jacket. The jacket insulation is rated at a minimum of 600 Volts. The conductor for traction battery and motor cable shall be sized for continuous operation at maximum controller current without exceeding a 20 degree C rise above ambient temperature. The conductors for other power cables shall be sized for continuous operation at their maximum expected current without exceeding a 20 degree C rise above ambient temperature. Connections between battery blocks shall be fastened, providing a contact area at least as large as the circular area of the cell post. Other connectors shall be selected and sized to carry maximum expected current.

2.1.89 Power connector lugs shall be crimped to the cable. Care shall be exercised during assembly to

ensure that the proper spring tension and contact area is maintained within the connectors. Power cables shall be routed separately from low voltage (12 Volt) cables and not share the same connector. Power cables routing shall avoid vehicle components that may rotate or shift in any way that could cause failure of the cable insulation.

2.1.90 The traction battery shall be fused to protect against unrestrained discharge of the battery. The fuses

shall be sized in close coordination with the expected time-current profile of the connected load. Fuses shall be provided in both the positive and negative battery circuits and located as close as practical to the terminal cell post to minimize un-fused cable length. This two-leg fuse system shall provide maximum safety in the event of an accident. Separate fuses shall be provided for the following traction battery loads: Charger Receptacle, Air compressor motor, and DC-DC converters, Hydraulic pump motors

2.1.91 Relay or solid state contactors shall be used for switching of traction battery loads. The contactors

shall be fully enclosed in a protective enclosure to prevent accidental contact and contamination of mechanical contacts.

2.1.92 There shall be no exposed conductors, terminals, contacts, or devices of any type with the potential of

receiving partial or full traction battery voltage (high voltage). Access to any high voltage components shall require the removal of at least one bolt, screw or latch. Devices containing any high voltage components shall be clearly marked with a self-adhesive label warning of high voltage.

2.1.93 The vehicle shall be equipped with an on-board battery management system and shall be able to

support any connector compliant with SAE standards for charging interface. The Contractor supplied and installed charging ports at Nashville MTA garage shall comply with SAE standard J-1772 for conductive interface. The vehicle management system shall comply with SAE standard J-2293 for communication and control. The vehicle shall have the capability to be charged with any charge that meets the SAE standards.

2.1.94 The vehicle shall be equipped with a connector for interface with a low power charger, 10 k. The low

power charge receptacle shall be mounted and accessible from the rear or rear quarter of the vehicle. The low power charge receptacle shall be automatically covered when not in use and support a 10 kW DC power transfer with safety interlock. Access to the charge receptacles shall be via access doors. When either of the charger connectors is inserted, the vehicle controller shall be disabled to prevent drive away with the charger connected.

2.1.95 Solid-state DC-DC converters powered from the traction battery shall provide accessory 12 Volt DC

power. The converters shall provide a minimum of 100 Amperes to supply auxiliary loads and to charge a 12 Volt accessory battery. The accessory battery shall have a minimum rating of 40

40


Ampere hours. An analog Voltmeter shall be mounted on the operator’s console to display accessory battery voltage.

2.1.96 Dual electrically powered horns located at the front of the vehicle shall be installed. The horns are to

be protected from wheel splash.

2.1.97 A five-pound dry chemical fire extinguisher and three emergency reflectors shall be provided and stowed in an accessible location. A first aid kit will be installed. An automatic dispensing Halon 1301 fire suppression system shall be installed in the battery compartments. This system shall also be able to be activated manually from the driver’s seated position.

2.1.98 Passenger Heater System shall be ducted in ceiling system, rear mounted, and self-contained. The

evaporator shall be high performance tube and fin, 3 blowers, and airflow of 2400 CFM. The HVAC Controller shall be multiplexing, microprocessor-based, mode selection, and diagnostics with led display.

2.2 Charging Stations

2.2.1 General

The Contractor shall supply and install battery chargers to recharge the propulsion batteries of the electric buses provided under the terms of this contract. The chargers will be located and installed at Nestor garage facility and if necessary on the buses’ routes.

2.2.2 The Contractor shall provide and install the chargers along with all labor and material necessary to

make the chargers fully operational. The delivery and installation of the chargers shall be complete prior to the delivery of the first bus, if the chargers are not vehicle mounted (not by internal combustion engines). Contractor is responsible for the design, utility coordination if necessary and permitting of the system.

2.2.3 The chargers shall be capable of charging a minimum of two (2) buses simultaneously.

2.2.4 Installed chargers shall meet all applicable codes and manufacturer recommendations.

2.2.5 The bus shall be equipped with a single charge socket connection, accessible on the outside of the

vehicle under a maintenance door, allowing a supplied charging cable to be attached to the bus. Inside the vehicle, power shall be distributed through a main distribution panel with individual circuit breakers and RCD/GFCI protection on the input to the charging module or modules. Each charger circuit shall also be protected on the output stage to the battery pack or packs.

2.2.6 The installed chargers shall designed and installed in such way that a single Nashville MTA employee

can safely connect (and disconnect) the charger(s) to the bus(es) without the need for a ladder or any special tools.

2.2.7 Installed chargers shall be specifically designed for charging the propulsion batteries installed on the

buses provide under this contract.

2.2.8 On-site training for 15 Nashville MTA employees on the use, maintenance and repair of the chargers shall be included with any contract, after Nashville MTA approved installation. Ten (10) copies of Instruction Manuals and Maintenance/Repair Manuals shall be delivered to Nashville MTA after approved installation is complete. Any necessary consumable products associated with the use of these chargers for one year shall be provided.

2.2.9 Any necessary equipment and tools necessary to maintain the chargers shall be provided.

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2.2.10 Chargers shall be capable of bringing propulsion batteries from a state of 0% charge to a state of sufficient charge to complete one round trip run charge in less than 15 minutes and fully charged (100%) in less than 4 hours.

2.2.11 Chargers or vehicles shall have indicating lights or a display that very clearly display the state of

operation the charger is in (e.g., charging, not charging, etc.) and also display the percentage of charge the batteries are in (e.g., 65% charged).

2.2.12 Chargers shall have an emergency shut off switch that is clearly marked, easily accessible and easily

operable.

2.2.13 The chargers shall be UL listed.

2.2.14 The chargers shall be equipped with suitably rated (electrically) cables to properly charge a nearby parked bus. Cables and connectors shall be resistant to oil, diesel fuel and other corrosives found in Nashville MTA bus garages.

2.2.15 The connector to the bus shall have a locking mechanism, ensuring the connector will not come loose

or fall by incidental contact.

2.2.16 There shall be a means of storing the cable, neatly, while the charger is not in use.

2.2.17 The chargers shall be mounted in such a way that three (3) inches of standing water will not adversely affect the operation of the charger.

2.2.18 The charger shall utilize the existing electrical and structural infrastructure at Nestor Garage. Any

modifications to the existing facility to adapt and install the charger to meet the requirements of this document shall need written approval of Nashville MTA and shall be the sole responsibility of the contractor. Contractor shall submit power requirements with bid documents.

2.2.19 All modifications to the facility shall be in accordance of applicable codes, ordinances and

manufacturer’s recommendations and shall meet Nashville MTA approval.

2.2.20 Contractor shall provide detailed wiring diagrams for the charger including controls.

2.2.21 Immediately upon charging circuit activation and until the recharging period is complete, the connected bus shall be automatically rendered inoperable. The bus shall remain inoperable until disconnected from the charger. Recharging of the bus must be dependent on the bus being completely stationary with the parking brake of the bus engaged. The charger shall be a completely self-contained package, designed for 24-hour operation and suitable for outdoor use. Connection of the charger to any electric bus provided under the terms of this contract shall be made without climbing on the roof of the bus.

2.2.22 The charger shall be capable of operating continuously without performance or safety degradation in

environmental conditions common to the Nashville area and Nashville MTA bus garage environment. Common environmental conditions include an ambient temperature range of 20ºF to 115ºF, at relative humidity between 5-percent and 100-percent. Chargers shall be mounted in such a way so as to prevent water, from floor washers or bus run off, entering the base of the units. If chargers are vehicle mounted, they shall be installed in such a way to prevent debris, water, salt, etc. from entering the unit.

2.2.23 Outdoor charges, if necessary, shall comply with all applicable codes and standards. If an inductive type is proposed, proposers must explain in details the proposed system, design, construction requirement, proposed location, locations previously installed, and cost benefit analysis

42


2.2.24 Any charging system installed under this contract shall be metered separately to enable Nashville MTA to generate energy consumption reports and costs.

Contractor shall supply spare parts and any specialized tools and equipment necessary for the operation and maintenance of the System.

IV. PROPOSAL RESPONSE REQUIREMENTS

A. PROPOSAL FORMAT Proposers shall include all of the items listed below in the order shown, in their Proposals. Each section should be clearly labeled, with pages numbered and separated by tabs. This format is necessary for evaluation purposes. A more detailed explanation of the requested services is found in Section III, the Scope. Proposers shall utilize Cost Form, Form 1, located in Section V, to provide compensation in response to the suggested requirements, to indicate cost of services. Proposals shall be prepared simply and economically, providing a straightforward, concise description of capabilities to satisfy the requirements of this RFP. Emphasis should be on completeness and clarity of content with sufficient detail to allow for accurate evaluation and comparative analysis. Please be advised each Part referenced below is the minimum requirements requested by Nashville MTA. Proposals shall include five tabbed sections, Part 1, Part 2, Part 3, Part 4, and Part 5 shall be indexed in the order outlined below. List questions and your responses and/or attachments as numbered and listed within each section.

Part: 1

Cover Page and Cover Letter All Proposals shall be accompanied by a cover letter of introduction and executive summary of the Proposal.

Qualifications, Experience, References and Samples

1. Briefly introduce your firm, providing a summary of administration, organization and staffing of your firm, including multiple offices, if applicable.

2. In this section it should clearly state the contact person title and contact information (email address).

3. Describe the experience of the firm in the last thirty six (36) months in performing services of similar size and scope.

4. Provide references for similarly successful projects from three governmental agencies (or regional districts), including the name of the agency, contact name, telephone, fax and email address. Part: 2

Understanding of the RFP

Quality of Proposal as it addresses the needs presented in the Scope.

1. Provide a summary of your understanding of the requirements of this Request for Proposal. (Your Proposal).

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2. Provide a statement of financial solvency and capacity. 3. Provide your expectations from Nashville MTA including Support Staff and resources. 4. Describe your overall project approach and production plan (including a timeline) for this

project. 5. Provide an explanation of project management, quality assurance, and risk identification and

mitigation. 6. Provide information regarding customer service support including hours of availability, parts

availability, warranty, training and engineering support. 7. Bus Testing: Include one copy of the Altoona testing report with technical information. 8. Following the APTA Standards Technical Specifications Format please respond to each area

in a table format as shown below: (In the event a category is not applicable indicate n/a)

APTA STANDARDS – TECHNICAL SPECIFICATION INFORMATION If not applicable or provided – Please write N/A or Not Provided. Do Not Leave Blank

TS 1. Scope

TS 2. Definitions

TS 3. Referenced Publications

TS 4. Legal Requirements

TS 5. Overall Requirements

TS 5.1 Weight

TS 5.2 Capacity

TS 5.3 Service Life

TS 5.4 Maintenance and Inspection

TS 5.5 Interchangeability

TS 5.6 Training

TS 5.7 Operating Environment

TS 5.8 Noise

TS 5.9 Fire Safety

TS 5.10 Respect for the Environment

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TS 6. Physical Size

TS 6.1 Bus Length

TS 6.2 Bus Width

TS 6.3 Bus Height

TS 6.4 Step Height

TS 6.5 Underbody Clearance

TS 6.6 Ramp Clearances

TS 6.7 Ground Clearance

TS 6.8 Floor Height

TS 6.9 Interior Headroom

TS 6.10 Aisle Width

TS 7. Power Requirements

TS 7.1 Top Speed

TS 7.2 Gradability

TS 7.3 Acceleration

TS 7.4 Operating Range

TS 8. Fuel Economy (Design Operating Profile)

TS 8.1 Hybrid

TS 10.3 Transmission Cooling

TS 12. Retarder

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TS 13. Mounting

TS 13.1 Service

TS 14. Hydraulic Systems

TS 14.1 Fluid Lines

TS 14.2 Fittings and Clamps

TS 14.3 Charge Air Piping

TS 16. Oil and Hydraulic Lines

TS 17.2 Design and Construction

TS 18. Emissions and Exhaust

TS 18.1 Exhaust Emissions

TS 18.2 Exhaust System

TS 18.3 Exhaust Aftertreatment

TS 18.4 Particulate Aftertreatment

TS 19. General

TS 19.1 Design

TS 20. Altoona Testing

TS 20.1 Structural Validation

TS 21. Distortion

TS 22. Resonance and Vibration

TS 22.1 Engine Compartment Bulkheads

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TS 22.2 Crashworthiness

TS 23. Corrosion

TS 24. Towing

TS 25. Jacking

TS 26. Hoisting

TS 27. Floor

TS 27.1 Design

TS 27.2 Strength

TS 27.3 Construction

TS 28. Platforms

TS 28.1 Driver’s Area

TS 28.2 Driver’s Platform

TS 28.3 Farebox

TS 28.4 Rear Step Area to Rear Area

TS 29. Wheel Housing

TS 29.1 Design and Construction

TS 29.3 Raceway

TS 29.4 Bellows

TS 30. Suspension

TS 30.1 General Requirements

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TS 30.2 Alignment

TS 30.3 Springs and Shock Absorbers

TS 31. Wheels and Tires

TS 31.1 Wheels

TS 31.2 Tires

TS 32. Steering

TS 32.1 Steering Axle

TS 32.2 Wheel

TS 33. Drive Axle

TS 33.1 Non-Drive Axle

TS 34. Turning Radius

TS 35. Brakes

TS 35.1 Service Brake

TS 35.2 Actuation

TS 35.3 Friction Material

TS 35.4 Hubs and Drums

TS 35.5 Parking/Emergency Brake

TS 36. Interlocks

TS 36.1 Passenger Door Interlocks

TS 37. Pneumatic System

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TS 37.1 General

TS 37.2 Air Compressor

TS 37.3 Air Lines and Fittings

TS 37.4 Air Reservoirs

TS 37.5 Air System Dryer

TS 38. Overview

TS 38.1 Modular Design

TS 39. Environmental and Mounting Requirements

TS 39.1 Hardware Mounting

TS 40. General Electrical Requirements

TS 40.1 Batteries

TS 40.2 Grounds

TS 40.3 Low Voltage/Low Current Wiring and Terminals

TS 40.4 Electrical Components

TS 40.5 Electrical Compartments

TS 41. General Electronic Requirements

TS 41.1 Wiring and Terminals

TS 42. Multiplexing

TS 42.1 General

TS 42.2 System Configuration

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TS 43. Data Communications

TS 43.1 General

TS 43.2 Drivetrain Level

TS 43.3 Multiplex Level

TS 43.4 Electronic Noise Control

TS 44. Driver’s Area Controls

TS 44.1 General

TS 44.2 Glare

TS 44.3 Visors/Sun Shades

TS 44.4 Driver’s Controls

TS 44.5 Normal Bus Operation Instrumentation and Controls

TS 44.6 Driver Foot Controls

TS 44.7 Brake and Accelerator Pedals

TS 44.8 Driver Foot Switches

TS 45. Driver’s Amenities

TS 45.1 Coat Hanger

TS 45.2 Drink Holder

TS 45.3 Storage Box

TS 46. Windshield Wipers and Washers

TS 46.1 Windshield Wipers

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TS 46.2 Windshield Washers

TS 47. Driver’s Seat

TS 47.1 Dimensions

TS 47.2 Seat Belt

TS 47.3 Adjustable Armrest

TS 47.4 Seat Control Locations

TS 47.5 Seat Structure and Materials

TS 47.6 Pedestal

TS 47.7 Seat Options

TS 47.8 Mirrors

Street-Side Mirrors

TS 48. General

TS 49. Windshield

TS 49.1 Glazing

TS 50. Driver’s Side Window

TS 51. Side Windows

TS 51.1 Configuration

TS 51.2 Emergency Exit (Egress) Configuration

TS 51.3 Configuration

TS 51.4 Materials

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TS 51.5 Rear Window

TS 52. Capacity and Performance

TS 53. Controls and Temperature Uniformity

TS 54. Air Flow

TS 54.1 Passenger Area

TS 54.2 Driver’s Area

TS 54.3 Controls for the Climate Control System (CCS)

TS 54.4 Driver’s Compartment Requirements

TS 54.5 Driver’s Cooling

TS 55. Air Filtration

TS 56. Roof Ventilators

TS 57. Maintainability

TS 58. Entrance/exit area heating

TS 59. Floor-Level Heating

TS 60. Design

TS 60.1 Materials

TS 60.2 Roof-Mounted Equipment

TS 61. Pedestrian Safety

TS 62. Repair and Replacement

TS 62.1 Side Body Panels

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TS 63. Rain Gutters

TS 64. License Plate Provisions

TS 64.1 Rub rails

TS 65. Fender Skirts

TS 66. Wheel covers

TS 66.1 Splash Aprons

TS 67. Service Compartments and Access Doors

TS 67.1 Access Doors

TS 67.2 Access Door Latch/Locks

TS 68. Bumpers

TS 68.1 Location

TS 68.2 Front Bumper

TS 68.3 Rear Bumper

TS 68.4 Bumper Material

TS 69. Finish and Color

TS 69.1 Appearance

TS 70. Decals, Numbering and Signing

TS 70.1 Passenger Information

TS 71. Exterior Lighting

TS 71.1 Backup Light/Alarm

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TS 71.2 Doorway Lighting

TS 71.3 Turn Signals

TS 71.4 Headlights

TS 71.5 Brake Lights

TS 71.6 Service Area Lighting (Interior and Exterior)

TS 72. General Requirements

TS 73. Interior Panels

TS 73.1 Driver Area Barrier

TS 73.2 Modesty Panels

TS 73.3 Front End

TS 73.4 Rear Bulkhead

TS 73.5 Headlining

TS 73.6 Fastening

TS 73.7 Insulation

TS 73.8 Floor Covering

TS 73.9 Interior Lighting

TS 73.10 Passenger

TS 73.11 Driver Area

TS 73.12 Seating Areas

TS 73.13 Vestibules/Doors

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TS 73.14 Step Lighting

TS 73.15 Ramp Lighting

TS 73.17 Farebox Lighting

TS 74. Fare Collection

TS 75. Interior Access Panels and Doors

TS 75.1 Floor Panels

TS 76. Passenger Seating

TS 76.1 Arrangements and Seat Style

TS 76.2 Rearward Facing Seats

TS 76.3 Turntable Seating

TS 76.4 Padded Inserts/Cushioned Seats

TS 76.5 Drain Hole in Seats

TS 76.6 Hip-to-Knee Room

TS 76.7 Foot Room

TS 76.8 Aisles

TS 76.9 Dimensions

TS 76.10 Structure and Design

TS 76.11 Construction and Materials

TS 77. Passenger Assists

TS 77.1 Assists

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TS 77.2 Front Doorway

TS 77.3 Vestibule

TS 77.4 Rear Doorway(s)

TS 77.5 Overhead

TS 77.6 Longitudinal Seat Assists

TS 77.7 Wheel Housing Barriers/Assists

TS 78. Passenger Doors

Materials and Construction

TS 78.1 Dimensions

TS 78.2 Door Glazing

TS 78.3 Door Projection

TS 78.4 Door Height Above Pavement

TS 78.5 Closing Force

TS 78.6 Actuators

TS 78.7 Rear Door Interlocks

TS 78.8 Emergency Operation

TS 78.9 Door Control

TS 78.10 Door Controller

TS 78.11 Door Open/Close

TS 79. Accessibility Provisions

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TS 79.1 Loading Systems

TS 79.2 Lift

TS 79.3 Loading System for 30- to 60-ft Low-Floor Bus

TS 79.4 Loading System for Level Boarding on a 45- to 60-ft Low-Floor BRT

TS 79.5 Wheelchair Accommodations

TS 79.6 Interior Circulation

TS 80. Destination Signs

TS 81. Passenger Information and Advertising

TS 81.1 Interior Displays

TS 81.2 Exterior Displays

TS 82. Passenger Stop Request/Exit Signal

TS 83. Communications

TS 83.1 Camera Surveillance System

TS 83.2 Public Address System

TS 83.3 Automatic Passenger Counter (APC)

TS 83.4 Radio Handset and Control System

Part: 3

Cost Pricing is one component of the evaluation process. In order to evaluate the pricing for each Proposal received, Nashville MTA requests that the firms interested in responding complete Cost Form I, located in Section V. If a discount off retail pricing for items not specifically listed on Form I is available, please provide that information. Also include any other pricing discounts or offers that will assist Nashville MTA in obtaining

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the best possible pricing for the services provided.

Rates and Expenses

1. In this section, you may provide us with your proposed rates and expenses. Proposers are encouraged to offer more options in addition to what is listed in the Scope.

2. Provide any discount for non-standard services, volume discounts or any other special price offered

Part: 4

Proposal Forms, Licensing and Permits

Cost Form DBE Compliance

Statement References Buy America

Acknowledgment of Addenda

Affidavits of Compliance DBE

Notice to Proposer Insurance Certificate

Affidavit & Information Required for Proposers

Certificate of Authority

Certification Debarment,

Suspension Lower-Tier

DBE Certificate

Proposers Certification of

Eligibility

Certification of Restrictions on

Lobbying

Certification of Debarment,

Suspension Primary License

Compliance Specifications

Affidavits Subcontractors Permits

*All forms may not apply but must be submitted and indicate not applicable*

FTA Required Forms Nashville MTA requests the Proposers interested in responding complete the following forms located in Section VI, Required Forms

Forms

1. Please review, sign and submit forms. If a form is not applicable to your organization please indicate not applicable and submit.

2. All Contractors and subcontractors must include DUNS and SAM (previously CCR) numbers

Part: 5

Acceptance of the Proposed Contract Terms and Conditions Indicate any exceptions to the scope of services, general terms and conditions or other requirements listed in the Proposed Contract.

Overall quality of response and compliance to requirements and acceptance.

1. Signature is not required on the Proposed Contract included in the RFP; however, any exceptions or proposed changes to the terms and conditions must be proposed on a separate attachment. Nashville MTA reserves the right to make changes to the Proposed Contract.

2. As a part of the Contract, Contractor will be required to install the Charging Stations. Contractor is responsible for all project permits, license, and inspections. All contractors

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performing project work that require permits, licenses and inspections must be licensed in the State of Tennessee.

3. In the event Proposer proposes that Nashville MTA sign any Contractor proposed documents as part of the Contract those items MUST to be submitted in this section, (this is a requirement).

4. In the event Nashville MTA and Contractor are unable to negotiate final contract terms and conditions, after Contract Award, Nashville MTA reserves the right to enter into Contract negotiations with other Proposer(s) for Contract award.

B. GENERAL TERMS AND CONDITIONS

1. GENERAL REQUIREMENTS The Parties shall fully cooperate with one another, and shall take any additional acts that may be necessary, appropriate or convenient to attain the purposes of this RFP and any contract entered into. 2. PROPOSER AFFIDAVITS NON-COLLUSION The Proposer guarantees that the Proposal submitted is not a product of collusion with any other Proposer and no effort made to fix the Proposal price of any Proposer, or to fix any overhead, profit or cost elements of any Proposal price. An affidavit of non-collusion form is included and must be signed and submitted with Proposal. 3. INSURANCE REQUIREMENTS The Proposer shall obtain and maintain throughout the contract period, at the successful Proposers own expense the following types of insurance with limits not less than those set forth below; Commercial General Liability $1,000,000 combined single limit each occurrence for bodily

injury and property damage Automobile Automobile Liability insurance in amounts of not less than a

combined single limit of $1,000,000 covering contractors owned, non owned, leased, or rented vehicles

Workers’ Compensation Coverage A – Statutory Coverage B - $100,000 Upon request, the Proposer will provide a Certificate of Coverage with the Nashville Metropolitan Transit Authority and Davidson Transportation Organization named as Certificate Holder. The Proposer shall indemnify and hold harmless Nashville MTA and DTO from any and all damages, loss or injury, lawsuits, claims, demands or liens resulting from any performance of Proposers employees or subcontractors. 4. INTEREST OF MEMBERS OF NASHVILLE MTA No member of the governing body of Nashville MTA, other officer, employee or agent of Nashville MTA who exercises any functions or responsibilities in connection with the carrying out of the activities, to which this Contract pertains, shall have any personal interest, direct or indirect, in this Contract.

5. INTEREST OF OTHER LOCAL PUBLIC OFFICIALS AND STATE OFFICIALS No member of the governing body of Metro, and no other public official of such locality, who exercises any functions or responsibilities in the review or approval of the carrying out of activities to which this Contract

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pertains, shall have any personal interest, direct or indirect, in this Contract. No part of the proceeds shall be paid directly or indirectly to any officer or employee of the State of Tennessee as wages, compensation or gifts in exchange for acting as officer, agent, employee, subcontractor, or Proposer to Nashville MTA in connection with any work contemplated or performed relative to this Contract. 6. INTEREST OF MEMBERS, OR DELEGATES TO CONGRESS In accordance with 18 U.S.C. Section 431, no member of, or delegate to, the Congress of the United States shall be admitted to any share or part of this Contract, or to any benefit arising there from. 7. INTEREST OF THE PROPOSER The Proposer covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Contract. The Proposer further covenants that no person having such interest shall be employed in the performance of this Contract. 8. WORKERS COMPENSATION ACT The Proposer shall comply with the State Law known as the Workers’ Compensation Act and shall pay into the State insurance fund the necessary premiums required by the Act to cover all employees furnishing said services to Nashville MTA, and under the control of the Proposer, and shall relieve Nashville MTA from any costs due to accidents and other liabilities mentioned in said Act. 9. SOCIAL SECURITIES ACT The Proposer shall be and remain an independent Proposer with respect to all services performed and agrees to and does accept full and exclusive liability for payment of any and all contributions or taxes for social security, unemployment insurance, and retirement benefits or annuities imposed under any State and Federal law which are measured by the wages, salaries, or other remunerations paid to persons by the Proposer for work performed under the terms of this contract. The Proposer agrees to obey all lawful rules and regulations and to meet all lawful requirements which are now or may be issued or promulgated under laws authorized by State or Federal officials; and Proposer also agrees to indemnify and save harmless the Nashville MTA from any contributions or liability therefore. 10. EQUAL EMPLOYMENT OPPORTUNITY In implementing the Project/Contract, the Proposer may not discriminate against any employee or applicant for employment because of race, color, creed, sex, disability, age or national origin. The Proposer 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, sex, disability, age or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Proposer shall insert the foregoing provisions (modified only to show the particular contractual relationship) in all subcontracts, except subcontracts for standard commercial supplies or raw materials. 11. AUTHORITY TO ENTER CONTRACT The Proposer has all requisite power and authority to conduct its business and to execute, deliver, and perform services specified in the RFP and any Contract that may be issued. The Proposer warrants that the individuals who have signed the Proposal have the legal right and authority to bind the Proposer. 12. AUTHORIZATION OF PROPOSAL

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If the Proposal is made by an individual doing business under an assumed name, the Proposal shall so state. If the Proposal is made by a partnership, the full name and addresses of each member and the address of the partnership shall be given and the Proposal shall be signed by one member thereof. If the Proposal is made by a corporation, it shall be signed in the corporate name by an authorized officer. If the Proposal is made by a joint venture, the full name and address of each member of the joint venture shall be given and the Proposal shall be signed by each venture. Form(s) is included to be filled out and submitted with Proposal. 13. SUBCONTRACT APPROVAL Proposer shall contain a provision making the subcontractor(s) subject to all provisions stipulated in the Contract. The Proposer shall be fully responsible for all services performed by any subcontractor. 14. COST/PRICE ANALYSIS Nashville MTA reserves the right to conduct a cost or price analysis for any purchase or service. Nashville MTA may be required to perform a cost/price analysis when competition is lacking for any purchase. Sole source procurements or procurements which result in a single Proposal received, will be subject to a cost/price analysis, which will include the appropriate verification of cost date, the evaluation of specific elements of costs and the projection of the data to determine the effect on Proposal prices. Nashville MTA may require a pre-award audit, and potential Proposers shall be prepared to submit data relevant to the proposed work which will allow Nashville MTA to sufficiently determine that the proposed price is fare, reasonable, and in accordance with Federal, State, and local regulations. Procurements resulting in a single Proposal will be treated as a negotiated procurement and Nashville MTA reserves the right to negotiate with the single Proposer to achieve a fair and reasonable price. If both parties cannot agree upon a negotiated price, Nashville MTA reserves the right to reject the single Proposal. All contract change orders or modifications will be subject to a cost analysis. 15. PRICING The price quoted in any Proposal submitted shall include all necessary cost to complete the services in accordance with the specifications. Anything omitted from such specifications, which are clearly necessary, shall be considered a portion of such cost although not directly specified or called for in the specifications. Proposer should note discounts. 16. PROMPT PAYMENT The Proposer agrees to pay each subcontractor for satisfactory performance of its contract no later than 30 days from receipt of each payment the Proposer receives from Nashville MTA. The Proposer agrees further to return retainage payments to each subcontractor within 30 days after the subcontractor work is satisfactorily completed. Any delay or postponement of payment from the above reference may occur only for good cause following written approval of Nashville MTA. This clause applies to both DBE and non DBE subcontractors. If the Proposer determines the work to be unsatisfactory, it must notify Nashville MTA immediately, in writing, and state the reasons. Failure to comply with this requirement would be construed to be a breach of contract and subject to contract termination. 17. PROTEST A. Definitions for Purposes of the section The term “days” refers to working days of the Authority. The term “interested party” means any person (a) who is an actual Proposer or prospective Proposer in the procurement involved, and (b) whose direct economic interest would be affected by the award of the contract or by a failure to award the contract.

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Note – The Federal Transit Administration (FTA) will be notified by the Authority of all formal, written protests, when FTA funds are involved. B. Nashville Metropolitan Transit Authority (MTA/Authority) will hear and consider a bona fide protest regarding its procurement actions. It is anticipated that the majority of protests will be evaluated and finally decided by the Authority. Accordingly, the Authority intends to provide a thorough review of all bona fide bid protests. The Authority’s primary concern, however, is the timely procurement of needed capital equipment, supplies or services. It does not intend to allow the filing of protests to unnecessarily delay the procurement process, especially if the protest involved is vexatious or frivolous in nature. Notwithstanding the availability of these protest procedures, any interested party is encouraged to exhaust all methods described in this section of resolving an issue before filing a formal protest with the Authority. In its consideration of a protest, the Authority reserves the right to give due consideration to the good faith efforts of the protestor to resolve the issue involved through informal methods. C. Submission of Protest Any interested party may file a protest with the Authority on the basis that the Authority has failed to comply with applicable Federal or State Regulations or with the Authority’s Procurement Process. The protest must be filed in accordance with the timing requirements set forth in subsection D. “Types of Protests and Timing” of this section, and must include: The name, phone number, e-mail and address of the protestor. The RFP and proposed contract number of the proposal. A statement of grounds for the protest, a statement as to what relief is requested, and in particular the Federal or State law or Authority Process alleged to have been violated. This statement should be accompanied by any supporting documentation the protesting party desires the Authority to consider in making its decision. Protest should be submitted to: Procurement Manager 430 Myatt Drive Nashville, TN 37115 D. Types of Protests and Timing The requirement for timely filing of protest with the Authority will depend upon the type of protests involved. The Authority will consider the following three types of protest by interested parties: 1. Protest regarding proposal Any protest regarding the proposal must be filed no later than five (5) business days before proposal due date. Any protest filed after that date regarding the proposal will not be considered by the Authority. This type of protest would include any claim that the proposal contained exclusionary or discriminatory specification, any challenge to the basis of award, or any claim that the proposal documents or the proposal process violated applicable Federal or State law, or that the Authority failed to follow its Procurement Process in the proposal. 2. Protests regarding Requirements and Responsiveness Any protest regarding the requirements and responsiveness of proposal by the Authority must be filed with Authority no later than five (5) business days after receipt of letter of notification of non-responsiveness. Any protest filed after such date regarding the requirements and responsiveness will not be considered by the Authority. This type of protest would include any challenge to determinations by the Authority of the responsiveness of or the responsibility of a Proposer, or any claim that the requirements and responsiveness of proposal violated Federal or State law or the Authority’s Procurement Process.

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3. Protest Regarding Receipt of Non-Award Notification Any protest regarding the award of the contract must be filed no later than five (5) business days after receipt of Non- Award Notification. Any protest regarding the award of the contract filed after that date will not be considered by the Authority. This type of protest will only be entertained by the Authority if the protestor is able to demonstrate that the party awarded the contract fraudulently represented itself as a responsible Proposer of that the Authority violated Federal or State regulations or its Procurement Process in the award of the contract. E. Authority Response The Authority will notify the protestor upon timely receipt of a protest and may, where appropriate, request additional information from the protestor. The Authority may, at its discretion, meet with protestor to review the matters raised by the protest. The Authority’s consideration of the particular types of protests will, except as otherwise stated in subsection 2. “Decisions by Authority” of this section E. “Authority Response” in accordance with the following provisions: 1. Types of Protests a. Protest regarding proposal

Upon receipt of a timely filed protest regarding the proposal, the Authority will postpone the opening until resolution of the protest. No additional proposals will be accepted during the period of postponement. If the protest regarding the proposal involves a claim of unduly restrictive or exclusionary specifications, the Authority will, in evaluation of the protest, consider both the specific need of the Authority for the feature or item challenged and any effects on competition of including the specifications regarding that feature or item. If the Authority determines that such feature or item was included in the specification in order to meet justified and valid transit needs of the Authority, and was not unduly restrictive of competition or designed to exclude a particular competitor, then the Authority will have grounds to deny the protest.

b. Protest regarding requirement and responsiveness

Upon receipt of a timely filed protest regarding the requirements responsiveness, the Authority will suspend its evaluation of all proposals submitted until resolution of the protest, if the Authority determines that the protestor has established that there are reasonable doubts regarding the responsiveness of a proposal or the responsibility of a Proposer or regarding the Authority’s compliance with Federal or State Regulations or its Procurement Process.

c. Protests after non-award notification

Upon receipt of a timely filed protest regarding the non-award notification the Authority will not proceed with contract, if necessary, until the resolution of the protest if the Authority determines that the protestor has established a prima facie case that the contract was awarded fraudulently or in violation of that Federal or State Regulations or the Authority’s Procurement Process.

2. Decisions by Authority As indicated above, in most instances the Authority will suspend the procurement process upon receipt of a bona fide protest. However, the Authority reserves the right, notwithstanding the pendency of a protest, to proceed with the appropriate action in the procurement process or under the contract in the following cases: A. where the item to be procured is urgently required; B. where the Authority determines that the protest was vexatious or frivolous; and

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C. where delivery or performance will be unduly delayed or other undue harm will occur, by failure to make the award promptly.

After reviewing the protest submitted under this section, the Authority will issue a written decision of the basis of the information provided by the protestor, the results of any meetings with protestor, and the Authority’s own investigation. If the protest is upheld, the Authority will take appropriate action to correct the procurement process and protect the rights of the protestor, including re-proposal, revised evaluation of proposal or Authority determinations, or termination of the contract. If the protest is denied, the Authority will lift any suspension imposed and proceed with the procurement process. F. FTA Protest Procedure Reviews of protests by FTA will be limited to claims that the Authority failed to have or follow protest procedures, or claims the Authority failed to review a complaint or protest. A protestor must exhaust all administrative remedies with the Authority before pursuing a protest with FTA. An appeal to FTA must be received by the cognizant FTA regional or Headquarters Office within five (5) working days of the date the protester knew or should have known of the violation. Under certain circumstances, protest may be made to the FTA in accordance with FTA circular 4220.1F. Violations of Federal law or regulation will be handled by the complaint process stated within that law or regulation. Violations of State or local law or regulations will be under the jurisdiction of State or local authorities. 18. ADDITIONAL SERVICES REQUEST

Nashville MTA reserves the right to request Additional Services under this RFP that may not be specifically identified within. Proposers are encouraged to identify and provide supporting statements for any other area(s) of services not listed in the Scope that may be related to Additional Services and the work of Nashville MTA.

19. RFP/PROPOSED CONTRACT ALTERATIONS No alterations or variables in the terms of the RFP and /or of the Proposed Contract shall be valid or binding upon Nashville MTA unless authorized in writing by Nashville MTA. 20. ASSIGNABILITY Any public agency (i.e., city, district, public agency, municipality, and other political subdivision or any FTA-funded entity) shall have the option of participating in any award made as a result of a Proposal and/or contract at the same prices, terms and conditions. Nashville MTA reserves the right to assign any or all portions of Services awarded under this Proposal and/or contract. This assignment, should it occur, shall be agreed to by Nashville MTA and Proposer. Once assigned, each agency will enter into its own contract and be solely responsible to the Proposer for obligations to the service assigned. Nashville MTA’s right of assignment will remain in force over the contract period or until completion of the contract including options, whichever occurs first. Nashville MTA shall incur no financial responsibility in connection with contracts issued by another public agency. The public agency shall accept sole responsibility for placing service and payments to the Proposer. 21. PUBLICATION AND MEDIA RESTRICTIONS The Contractor shall not publish or reproduce subject data in whole or in part, or in any manner or form, without the advance written consent of Nashville MTA, unless Nashville MTA has released or approved the release of that data to the public.

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22. GRATUITIES AND KICKBACKS It shall be a breach of ethical standards for any person to offer, give or agree to give any employee or former employee, or for any employee or former employee to solicit, demand, accept or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy or other particular matter, pertaining to any program requirement of a contract or subcontract or to any solicitation or proposal therefore. It shall be a breach of ethical standards for any payment, gratuity or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor or higher tier subcontractor or a person associated therewith, as an inducement for the award of a subcontract or order. Breach of the provisions of this paragraph is, in addition to a breach of this contract, a breach of ethical standards which may result in civil or criminal sanction and/or debarment or suspension from being a contractor or subcontractor under Nashville MTA contracts. 23. FULL AND OPEN COMPETITION In accordance with 49 U.S.C. § 5325(a) all procurement transactions shall be conducted in a manner that provides full and open competition. 24. PROHIBITION AGAINST EXCLUSIONARY OR DISCRIMINATORY SPECIFICATIONS Apart from inconsistent requirements imposed by Federal statute or regulations, the contractor shall comply with the requirements of 49 USC 5323(h)(2) by refraining from using any FTA assistance to support procurements using exclusionary or discriminatory specifications. 25. CONFORMANCE WITH ITS NATIONAL ARCHITECTURE Contractor shall conform, to the extent applicable, to the National Intelligent Transportation Standards architecture as required by SAFETEA-LU Section 5307(c), 23 U.S.C. Section 512 note and follow the provisions of FTA Notice, “FTA National Architecture Policy on Transit Projects,” 66 Fed. Reg.1455 etseq., January 8, 2001, and any other implementing directives FTA may issue at a later date, except to the extent FTA determines otherwise in writing. 26. ACCESS REQUIREMENTS FOR PERSONS WITH DISABILITIES Contractor shall comply with 49 USC 5301(d), stating Federal policy that the elderly and persons with disabilities have the same rights as other persons to use mass transportation services and facilities and that special efforts shall be made in planning and designing those services and facilities to implement that policy. Contractor shall also comply with all applicable requirements of Sec. 504 of the Rehabilitation Act (1973), as amended, 29 USC 794, which prohibits discrimination on the basis of handicaps, and the Americans with Disabilities Act of 1990 (ADA), as amended, 42 USC 12101 et seq., which requires that accessible facilities and services be made available to persons with disabilities, including any subsequent amendments thereto. 27. NOTIFICATION OF FEDERAL PARTICIPATION To the extent required by law, in the announcement of any third party contract award for goods and services (including construction services) having an aggregate value of $500,000 or more, contractor shall specify the amount of Federal assistance to be used in financing that acquisition of goods and services and to express that amount of Federal assistance as a percentage of the total cost of the third party contract. 28. INTEREST OF MEMBERS OR DELEGATES TO CONGRESS

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No members of, or delegates to, the US Congress shall be admitted to any share or part of this contract nor to any benefit arising there from. 29. INELIGIBLE CONTRACTORS AND SUBCONTRACTORS Any name appearing upon the Comptroller General’s list of ineligible contractors for federally-assisted contracts shall be ineligible to act as a subcontractor for contractor pursuant to this contract. If contractor is on the Comptroller General’s list of ineligible contractors for federally financed or assisted construction, the recipient shall cancel, terminate or suspend this contract. 30. OTHER CONTRACT REQUIREMENTS To the extent not inconsistent with foregoing Federal requirements, this contract shall also include those standard clauses attached hereto, and shall comply with the recipient’s Procurement Guidelines, available upon request from the recipient. 31. COMPLIANCE WITH FEDERAL REGULATIONS Any contract entered pursuant to this solicitation shall contain the following provisions: All USDOT-required contractual provisions, as set forth in FTA Circular 4220.1F, are incorporated by reference. Anything to the contrary herein notwithstanding, FTA mandated terms shall control in the event of a conflict with other provisions contained in this Agreement. Contractor shall not perform any act, fail to perform any act, or refuse to comply with any grantee request that would cause the recipient to be in violation of FTA terms and conditions. Contractor shall comply with all applicable FTA regulations, policies, procedures and directives, including, without limitation, those listed directly or incorporated by reference in the Master Agreement between the recipient and FTA, as may be amended or promulgated from time to time during the term of this contract. Contractor’s failure to so comply shall constitute a material breach of this contract. 32. REAL PROPERTY Any contract entered into shall contain the following provisions: Contractor shall at all times comply with all applicable statutes and USDOT regulations, policies, procedures and directives governing the acquisition, use and disposal of real property, including, but not limited to, 29 CFR 18.31, 49 CFR 24 Subpart B, FTA Circular 5010.1D, and FTA Master Agreement, as they may be amended or promulgated during the term of this contract. Contractor’s failure to so comply shall constitute a material breach of this contract. 31. ACCESS TO SERVICES FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY To the extent applicable and except to the extent that FTA determines otherwise in writing, the Recipient agrees to comply with the policies of Executive Order No. 13166, "Improving Access to Services for Persons with Limited English Proficiency," 42 U.S.C. § 2000d 1 note, and with the provisions of U.S. DOT Notice, “DOT Guidance to Recipients on Special Language Services to Limited English Proficient (LEP) Beneficiaries,” 70 Fed. Reg. 74087, December 14, 2005. 32. ENVIRONMENTAL JUSTICE The Recipient agrees to comply with the policies of Executive Order No. 12898, "Federal Actions to Address Environmental Justice in Minority Populations and Low Income Populations," 42 U.S.C. § 4321 note, except to the extent that the Federal Government determines otherwise in writing. 33. ENVIRONMENTAL PROTECTIONS Compliance is required with any applicable Federal laws imposing environmental and resource conservation requirements for the project. Some, but not all, of the major Federal laws that may affect the project include: the National Environmental Policy Act of 1969; the Clean Air Act; the Resource Conservation and Recovery

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Act; the comprehensive Environmental response, Compensation and Liability Act; as well as environmental provisions with Title 23 U.S.C., and 49 U.C. chapter 53. The U.S. EPA, FHWA and other federal agencies may issue other federal regulations and directives that may affect the project. Compliance is required with any applicable Federal laws and regulations in effect now or that become effective in the future. 34. GEOGRAPHIC INFORMATION AND RELATED SPATIAL DATA Any project activities involving spatial data or geographic information systems activities financed with Federal assistance are required to be consistent with the National Spatial Data Infrastructure promulgated by the Federal Geographic Data Committee, except to the extent that FTA determines otherwise in writing. 35. FEDERAL SINGLE AUDIT REQUIREMENTS FOR STATE ADMINISTERED FEDERALLY AID

FUNDED PROJECTS ONLY Non Federal entities that expend $500,000 or more in a year in Federal awards from all sources are required to comply with the Federal Single Audit Act provisions contained in U.S. Office of Management and Budget (OMB) Circular No. A 133, Audits of States, Local Governments, and Non Profit Organizations. Non Federal entities that expend Federal awards from a single source may provide a program specific audit, as defined in the Circular. Non Federal entities that expend less than $500,000 in a year in Federal awards from all sources are exempt from Federal audit requirements for that year, except as noted in '3052.215(a), but records must be available for review or audit by appropriate officials of the Federal and State agencies. 36. CATALOG OF FEDERAL DOMESTIC ASSISTANCE (CFDA) IDENTIFICATION NUMBER The municipal project sponsor is required to identify in its accounts all Federal awards received and expended, and the Federal programs under which they were received. Federal program and award identification shall include, as applicable, the CFDA title and number, award number and year, name of the Federal agency, and name of the pass through entity. 37. CFDA NUMBER FOR THE FEDERAL TRANSPORTATION ADMINISTRATION A Recipient covered by the Single Audit Act Amendments of 1996 and OMB Circular A-133, “Audits of States, Local Governments, and Non-Profit Organizations,” agrees to separately identify the expenditures for Federal awards under the Recovery Act on the Schedule of Expenditures of Federal Awards (SEFA) and the Data Collection Form (SF-SAC) required by OMB Circular A-133. The Recipient agrees to accomplish this by identifying expenditures for Federal awards made under Recovery Act separately on the SEFA, and as separate rows under Item 9 of Part III on the SF-SAC by CFDA number, and inclusion of the prefix “ARRA” in identifying the name of the Federal program on the SEFA and as the first characters in Item 9d of Part III on the SF-SAC. C. FEDERAL TRANSIT ADMINISTRATION CONTRACT CLAUSES

1. CONTRACT DOCUMENTS Any contract resulting from this Proposal shall include the following;

Request for Proposal No 2013389 and all addenda

Proposers Offer and Guarantee

Proposal Award/Contract The Contractor and appropriate parties of Nashville MTA will sign to execute contract. Federal requirements may apply to this procurement and any future contract. If those requirements change then the most recent requirements shall apply. The Federal Government requires that activities financed in part, with Federal funds, and performed by a third party contractor and/or its subcontractor’s on behalf of the

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Nashville MTA must be in accordance with Federal requirements.

All subcontracts and subcontractors employed because of this contract are subject to the same conditions and regulations as set forth herein unless specifically exempted.

The prime contractor shall ensure that its subcontractor’s at all tiers are aware of and comply with these Federal regulations. The prime contractor is liable for subcontractor’s compliance failures. Failure to comply will render the prime contractor responsible for damages and/or contract termination.

2. NO OBLIGATION BY THE FEDERAL GOVERNMENT Nashville MTA and Proposer acknowledge and agree that notwithstanding any concurrence by the Federal Government in or approval of the Proposal 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 Nashville MTA, Proposer, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. The Proposer agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the sub-contractor who will be subject to its provisions. 3. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS The Proposer acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Proposer 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 Proposer further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Proposer to the extent the Federal Government deems appropriate. The Proposer also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Proposer, to the extent the Federal Government deems appropriate. The Proposer agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the sub-contractor who will be subject to the provisions. 4. ACCESS TO RECORDS AND REPORTS/RECORD RETENTION The Proposer agrees to provide Nashville MTA, 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 Proposer which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Proposer also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Proposer access to Proposer’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.

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The Proposer agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. The Proposer 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 Proposer agrees to maintain same until the Nashville MTA, 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). Reports or information requested from the Proposer will be prepared using electronic or information technology capable of assuring that, when provided to FTA, the reports or information will meet the applicable accessibility standards of section 508 of the Rehabilitation Act of 1973, as amended, 29 U.S.C., 794d, and U.S.ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36 C.F.R. Part 1194. 5. FEDERAL CHANGES Proposer shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Nashville MTA and FTA, as they may be amended or promulgated from time to time during the term of this contract. Proposer’s failure to so comply shall constitute a material breach of this contract. 6. CIVIL RIGHTS REQUIREMENTS 1) 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 Proposer 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 Proposer agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. 2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract:

a) 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 Proposer 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 Proposer 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 Proposer agrees to comply with any implementing requirements FTA may issue. b) 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 Proposer agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Proposer agrees to comply with any implementing requirements FTA may issue.

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c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Proposer 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 Proposer agrees to comply with any implementing requirements FTA may issue.

3) The Proposer agrees to comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. Section 12101 et seq. and 49 USC Section 322; Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 794; Section 16 of the Federal Transit Act, as amended, 49 U.S.C. App. Section 1612; and implementing regulations, as may be amended. 4) The Proposer also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 7. TERMINATION PROVISIONS Termination for Convenience – Nashville MTA may terminate this contract, in whole or in part, at any time with thirty (30) days written notice to the Proposer. Upon receipt of such notice, the Proposer shall perform no further services under the contract. Settlement payment will be based on successful delivery or service prior to termination. Nashville MTA shall pay the aggregate price of delivered service computed in accordance with the prices specified in the contract. If the Proposer has any property in its possession belonging to the Nashville MTA, the Proposer will account for the same, and dispose of it in the manner the Nashville MTA directs. Termination for Default Breach or Cause – If the Proposer does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services and the Proposer fails to perform in the manner called for in the contract, or if the Proposer fails to comply with any other provisions of the contract, the Nashville MTA may terminate this contract for default. Termination shall be effected by serving a thirty (30) day written notice of termination on the Proposer setting forth the manner in which the Proposer is in default. The Proposer shall promptly submit its termination claim to Nashville MTA for payment. The Proposer will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the Nashville MTA that the Proposer had an excusable reason for not performing, such as a man-made disaster, fire, or flood, which are not the fault of or are beyond the control of the Proposer, the Nashville MTA, may set up a new delivery of performance schedule, and may allow the Proposer to continue work, or treat the termination as a termination for convenience. In the event of breach or default by the Proposer, Nashville MTA shall be entitled to all of its damages and reasonable expenses, and its cost to include, but not limited to its reasonable attorneys’ fees incurred because of such default. Opportunity to Cure – The Nashville MTA in its sole discretion may, in the case of a termination for breach or default, allow the Proposer ten (10) days in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions. If Proposer fails to remedy to Nashville MTA satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Proposer of written notice from Nashville MTA setting forth the nature of said breach or default, Nashville MTA shall have the right to terminate the Contract without any further obligation to Proposer. Any such termination for default shall not in any way operate to preclude Nashville MTA from also pursuing all available remedies against Proposer and its sureties for said breach or default. Waiver of Remedies for any Breach -In the event that Nashville MTA elects to waive remedies for any breach

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by Proposer of any covenant, term or condition of this Contract, such waiver by Nashville MTA shall not limit Nashville MTA remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. Termination Funding – Should funding for this contract be discontinued, reduced, or delayed, in whole or in part, Nashville MTA shall have the right to terminate the contract immediately upon written notice to Proposer. Nashville MTA by written notice may terminate this contract, in whole or in part, when it is in the Governments interest. If Nashville MTA terminated the contract, Nashville MTA shall be liable only for payment under the payment provision of this contract for services rendered before the effective date of termination. 8. DISADVANTAGED BUSINESS ENTERPRISE (DBE) In connection with this project, Nashville MTA has established a specific goal of 0 %for Disadvantaged Business Enterprise (DBE) participation. DBE participation is encouraged either in the capacity of the prime contractor or subcontractor. Proposers are required to document their activities in the proposal and selection of any subcontractor(s) to ensure the process is nondiscriminatory. To be considered a certified DBE the organization must be registered through the Tennessee Uniform Certification Program (TNUCP) member agencies or through an out-of-state Uniform Certification Program. It is the policy of the Department of Transportation that Disadvantaged Business Enterprises, as defined in 49 C.F.R. Part 26, shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under the Agreement. Accordingly, the DBE requirements of 49 C.F.R. Part 26 applies to this Contract. In connection with the performance of this Contract, the Proposer will cooperate with Nashville MTA in meeting its commitments and goals with regard to maximum utilization of Disadvantaged Business Enterprise and will use its best effort to insure that disadvantaged businesses will be utilized when possible by steps in accordance with DOT regulations 49 C.F.R. Part 26. 9. DISADVANTAGED BUSINESS ENTERPRISE PARTICIPATION a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. MTA’s overall goal for DBE participation is 11.21% for fiscal years 2012-2014. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as Nashville MTA deems appropriate. Each contract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). c. Proposer are required to document sufficient DBE participation to meet these goals or, alternatively, document adequate good faith efforts to do so, as provided for in 49 CFR 26.53. Award of this contract is conditioned on submission of the following concurrent with and accompanying an initial proposal prior to award: 1. The names and addresses of DBE firms that will participate in this contract; 2. A description of the work each DBE will perform; 3. The dollar amount of the participation of each DBE firm participating; 4. Written documentation of the proposer commitment to use a DBE subcontractor whose participation it submits to meet the contract goal; 5. Written confirmation from the DBE that it is participating in the contract as provided in the prime contractor’s

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commitment; and 6. If the contract goal is not met, evidence of good faith efforts to do so. The proposer or bidder must present the information required above as a matter of responsiveness with initial proposals prior to contract award (see 49 CFR 26.53(3)). The successful proposer will be required to report its DBE participation obtained through race-neutral means throughout the period of performance. d. Prompt Payment - The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor’s receipt of payment for that work from MTA. In addition, the contractor is required to return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed. Any delay or postponement of payment from the above-referenced timeframe may occur only for good cause following written approval of MTA. This clause applies to both DBE and non-DBE subcontracts. e. The contractor must promptly notify MTA whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of MTA. Small Business Participation Nashville MTA has established a race-neutral Small Business element provided through 49 CFR 26.39 of the DBE program to structure contracting requirements to facilitate competition by small business concerns. Under the current Policy, a Small Business is a business which meets the US Government Small Business Administration (SBA) size standard. Contractors doing business with MTA are encouraged to utilize small businesses in their subcontracts. Contractors shall complete and submit the required forms which indicate whether they intend to use small businesses in the contract to be awarded, and, if so, the percentages of contract work to be allocated to small businesses. A certificate is attached and must be completed, signed, and submitted with the Proposal.

10. DEBARMENT AND SUSPENSION GOVERNMENT-WIDE

This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the Proposer is required to verify that none of the Proposer, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945.

The Proposer is required to comply with 49 CFR 29, Subpart C, and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into.

By signing and submitting its Proposal, the Proposer certifies as follows:

The certification in this clause is a material representation of fact relied upon by Nashville MTA. If it is later determined that the Proposer knowingly rendered an erroneous certification, in addition to remedies available to Nashville MTA, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The Proposer agrees to comply with the requirements of 49 CFR 29, Subpart C, while this offer is valid and throughout the period of any contract that may arise from this offer. The Proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

A certificate is attached and must be completed, signed, and submitted with the Proposal. 11. PROVISIONS FOR RESOLUTION OF DISPUTES, BREACHES, OR OTHER LITIGATION

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Disputes-Disputes arising in the performance of this Contract, which are not resolved by agreement of the parties, shall be decided in writing by the authorized representative of Nashville MTA. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the Proposer mails or otherwise furnishes a written appeal to Nashville MTA. In connection with any such appeal, the Proposer shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of Nashville MTA shall be binding upon the Proposer and the Proposer shall abide by the decision. Performance during Dispute-Unless otherwise directed by Nashville MTA, Proposer shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages-Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefore shall be made in writing within fifteen (15) days after the first observance of such injury of damage. Remedies-Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the Nashville MTA and the Proposer arising out of or relating to this Contract or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction in Davidson County within the State of Tennessee. Rights and Remedies-The duties and obligations imposed by the Contract Documents and the rights and remedies available shall be in addition to and not a limitation of any duties, obligations, rights, and remedies otherwise imposed or available by law. No action or failure to act by the Nashville MTA, shall constitute a waiver of any right or duty afforded Nashville MTA under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach hereunder, except as may be specifically agreed in writing or in a court of competent jurisdiction in Davidson County, Tennessee. 12. LOBBYING REQUIREMENTS The Proposer must comply with the following lobbying requirements, “New Restrictions on Lobbying,” at 49 CFR part 20. Proposer shall file the certification required by 49 CFR part 20, as amended. “Government wide Guidance for New Restrictions on Lobbying,” 61 Fed. Reg. 1413 (1/19/96) is mandated by 49 CFR Part 20, Appendix A. Proposer shall certify that it will not and has not used Federally appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Proposer shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contracts on its behalf with non Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures shall be forwarded to Nashville MTA. (The attached Lobbying Certificate must be completed, signed and returned with Proposal). 13. CLEAN WATER AND AIR REQUIREMENTS The Proposer agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., and the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Proposer agrees to report each violation to the Nashville MTA and understands and agrees that the Nashville MTA will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. The Proposer also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA.

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14. FLY AMERICA The Proposer 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. This provides that recipients and sub-recipients of Federal funds and their Proposer’s 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. If a foreign air carrier is used, the Proposer shall submit an appropriate certification of compliance, 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. The Proposer agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 15. DAVIS BACON ACT General – The Contractor shall comply with the provisions of the Davis-Bacon Act, 40 U.S.C. 276a through 276a (7), and implementing Department of Labor Regulations at 29 C.F.R. Part 5. The Contractor shall comply with the clauses provided in 29 C.F.R. 5.5 (a) as if such clauses were set forth in their entirety in this Contract. If the Proposer needs additional information regarding the Davis-Bacon Act please contact the Project Administrator. Requirements – The contractor shall submit certified payroll records for its labor force and for all of its sub-contractors clearly indicating the prevailing wage rate for each trade to Nashville MTA in a format acceptable to both. 16. PRIVACY ACT The following requirements apply to the Proposer and its employees that administer any system of records on behalf of the Federal Government under any contract: The Proposer agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974 5 U.S.C § 552a. Among other things, the Proposer agrees to obtain the express consent of the Federal Government before the Proposer or its employees operate a system of records on behalf of the Federal Government. The Proposer understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. The Proposer also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. 17. ENERGY CONSERVATION REQUIREMENTS The Proposer 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. 18. ADA ACCESS REQUIREMENTS The Proposer agrees to comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA) 42 U.S.C. §§ 12101 et seq; section 504 of the Rehabilitation Act of 1973 as amended 29 U.S.C. § 794, section 16 of the Federal Transit Act, as amended, 49 U.S.C. §§ 1612.

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19. BUY AMERICA REQUIREMENTS

The Contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, microcomputer equipment, software, and small purchases (currently less than $100,000) made with capital, operating, or planning funds. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j) (2) (C) and 49 C.F.R. 661.11. Rolling stock must be assembled in the United States and have a 60 percent domestic content. A Proposer must submit to the FTA recipient the appropriate Buy America certification with all Proposals on FTA-funded contracts, except those subject to a general waiver. Proposals that are not accompanied by a completed Buy America certification must be rejected as non-responsive. This requirement does not apply to lower tier sub-contractors. This applies to procurements of $100,000 and over. A certificate is attached and must be completed, signed, and submitted with the Proposal. 20. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. The Proposer shall not perform any act, fail to perform any act, or refuse to comply with any Nashville MTA requests which would cause Nashville MTA to be in violation of the FTA terms and conditions. 21. DRUG AND ALCOHOL TESTING The Drug and Alcohol testing provisions apply to Operational Service Contracts. The Contractor agrees to: Participate in Davidson Transit Organization (DTO) drug and alcohol program established in compliance with 49 CFR 653 and 654, located in Section VI, the Proposed Contract. 22. TRANSIT EMPLOYEE PROTECTIVE CONTRACTS The Transit Employee Protective Provisions apply to each contract for transit operations performed by employees of a Contractor recognized by FTA to be a transit operator. (Because transit operations involve many activities apart from directly driving or operating transit vehicles, FTA determines which activities constitute transit "operations" for purposes of this clause.) (1) The Contractor agrees to the comply with applicable transit employee protective requirements as follows: (a) General Transit Employee Protective Requirements - To the extent that FTA determines that transit operations are involved, the Contractor agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this contract and to meet the employee protective requirements of 49 U.S.C. A 5333(b), and U.S. DOL guidelines at 29 CFR Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to the FTA Recipient's project from which Federal assistance is provided to support work on the underlying contract. The Contractor agrees to carry out that work in compliance with the conditions stated in that U.S. DOL letters. The requirements of this subsection (1), however, do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals

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with disabilities authorized by 49 U.S.C. § 5310(a)(2), or for projects for non-urbanized areas authorized by 49 U.S.C. § 5311. Alternate provisions for those projects are set forth in subsections (b) and (c) of this clause. (b) Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5310(a)(2) for Elderly Individuals and Individuals with Disabilities - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5310(a)(2), and if the U.S. Secretary of Transportation has determined or determines in the future that the employee protective requirements of 49 U.S.C. § 5333(b) are necessary or appropriate for the state and the public body sub-recipient for which work is performed on the underlying contract, the Contractor agrees to carry out the Project in compliance with the terms and conditions determined by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. § 5333(b), U.S. DOL guidelines at 29 CFR Part 215, and any amendments thereto. These terms and conditions are identified in the U.S. DOL's letter of certification to FTA, the date of which is set forth Grant Contract or Cooperative Contract with the state. The Contractor agrees to perform transit operations in connection with the underlying contract in compliance with the conditions stated in that U.S. DOL letter. (c) Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5311 in Non-urbanized Areas - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5311, the Contractor agrees to comply with the terms and conditions of the Special Warranty for the Non-urbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revision thereto. (2) The Contractor also agrees to include the any applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FTA. 23. CHARTER BUS REQUIREMENTS

Charter Service Operations – The Contractor agrees to comply with 49 USC 5323 9d) and 49 CFR Part , which provides that recipients and sub-recipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions at 49 CFR 604.9. Any charter service provided under one of the exceptions must be “incidental,” i.e., it must not interfere with or detract from the provision of mass transportation. 24. CARGO PREFERENCE Contracts involving equipment, materials or commodities which may be transported by ocean vessels. These requirements do not apply to micro-purchases ($3,000 or less, except for construction contracts over $2,000). Contractor shall: a. use privately owned US-Flag commercial vessels to ship at least 50% 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 the underlying contract to the extent such vessels are available at fair and reasonable rates for US flag commercial vessels; b. furnish within 20 working days following the loading date of shipments originating within the US or within 30 working days following the loading date of shipments originating outside the US, a legible copy of a rated, "on-board" commercial bill-of-lading in English for each shipment of cargo described herein to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the recipient (through contractor in the case of a subcontractor's bill-of-lading.); c. include these requirements in all subcontracts issued pursuant to this contract when the subcontract involves the transport of equipment, material or commodities by ocean vessel. 25. BUS TESTING Contractor [manufacturer] shall comply with 49 USC A5323(c) and FTA's implementing regulation 49 CFR 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 recipient prior to the recipient's final acceptance of the first vehicle.

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2) A manufacturer who releases a report under para. 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 recipient prior to the recipient's final acceptance of the first vehicle. If 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 US before Oct. 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. 26. PRE-AWARD & POST DELIVERY AUDIT REQUIREMENTS Pre-Award & Post-Delivery Audit Requirements - Applicability – Rolling Stock/Turnkey Contractor shall comply with 49 USC 5323(l) and FTA's implementing regulation 49 CFR 663 and submit the following certifications: 1) Buy America Requirements: Contractor shall complete and submit a declaration certifying either compliance or noncompliance with Buy America. If contractor certifies compliance with Buy America, it shall submit documentation listing: A. Component and subcomponent parts of the rolling stock to be purchased identified by manufacturer of the parts, their country of origin and costs; and B. 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. C. Solicitation Specification Requirements: Contractor shall submit evidence that it will be capable of meeting the bid specifications. D. Federal Motor Vehicle Safety Standards (FMVSS): 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 buses will not be subject to FMVSS regulations. 27. ACCESS TO RECORDS AND REPORTS Applicability – As shown below. These requirements do not apply to micro-purchases ($3,000 or less, except for construction contracts over $2,000) The following access to records requirements apply to this Contract: 1. Where the purchaser is not a State but a local government and is an FTA recipient or a subgrantee of FTA recipient in accordance with 49 CFR 18.36(i), contractor shall provide the purchaser, the FTA, the US Comptroller General or their authorized representatives access to any books, documents, papers and contractor records which are pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor shall also, pursuant to 49 CFR 633.17, provide authorized FTA representatives, including any PMO contractor, access to contractor's records and construction sites pertaining to a capital project, defined at 49 USC 5302(a)1, which is receiving FTA assistance through the programs described at 49 USC 5307, 5309 or 5311. 2. Where the purchaser is a State and is an FTA recipient or a subgrantee of FTA recipient in accordance with 49 CFR 633.17, contractor shall provide the purchaser, authorized FTA representatives, including any PMO

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Contractor, access to contractor's records and construction sites pertaining to a capital project, defined at 49 USC 5302(a)1, which receives FTA assistance through the programs described at 49 USC 5307, 5309 or 5311. By definition, a capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000. 3. Where the purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is an FTA recipient or a subgrantee of FTA recipient in accordance with 49 CFR 19.48, contractor shall provide the purchaser, the FTA, the US Comptroller General or their authorized representatives, access to any books, documents, papers and record of the contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. 4. Where a purchaser which is an FTA recipient or a subgrantee of FTA recipient in accordance with 49 USC 5325(a) enters into a contract for a capital project or improvement (defined at 49 USC 5302(a)1) through other than competitive bidding, contractor shall make available records related to the contract to the purchaser, the Secretary of USDOT and the US Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. 5. Contractor shall permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 6. Contractor shall maintain all books, records, accounts and reports required under this contract for a period of not less than three (3) years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case contractor agrees to maintain same until the recipient, FTA Administrator, US Comptroller General, or any of their authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Re: 49 CFR 18.39(i)(11). FTA does not require the inclusion of these requirements in subcontracts. 28. CONTRACT WORK HOURS & SAFETY STANDARDS ACT Applicability – Contracts over $100,000 (1) Overtime requirements - No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of 40 hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of 40 hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages - In the event of any violation of the clause set forth in para. (1) of this section, contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in para. (1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of 40 hours without payment of the overtime wages required by the clause set forth in para. (1) of this section. (3) Withholding for unpaid wages and liquidated damages - the recipient shall upon its own action or upon written request of USDOL withhold or cause to be withheld, from any moneys payable on account of work performed by contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours & Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph. (2) of this section.

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(4) Subcontracts - Contractor or subcontractor shall insert in any subcontracts the clauses set forth in this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. Prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in this section. 29. CONTRACTS INVOLVING FEDERAL PRIVACY ACT REQUIREMENTS When a grantee maintains files on drug and alcohol enforcement activities for FTA, and those files are organized so that information could be retrieved by personal identifier, the Privacy Act requirements apply to all contracts except micro-purchases ($3,000 or less, except for construction contracts over $2,000) The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: (1) The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. (2) The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA.

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V. REQUIRED FORMS

FORM 1 COST FORM The successful Contractor agrees to provide the services as specified in the RFP or any addenda at the annual cost requested for each specific product and/or service listed below. The rates quoted are exclusive of Federal, State and Local taxes, and includes all charges to the Nashville MTA. Discounts for non-profit and government agencies should be listed. Firms shall submit separate cost for each year of the five (5) year contract. Cost Form:

No. Item Information Unit Price Quantity Total Price

1 Coach

2 Charging Station

3 Installation

4 Spare Parts

5 Training

6 Warranty

7 TOTAL PROJECT PRICE

Additional Options or Expenses (list type, quantity, unit

price and total cost – include reference from your proposal)

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FORM 2 ACKNOWLEDGMENT OF ADDENDA The undersigned acknowledges receipt of the following addenda to the proposal documents: (If none received, write none) ADDENDUM NUMBER: DATED: ADDENDUM NUMBER: DATED: ADDENDUM NUMBER: DATED: ADDENDUM NUMBER: DATED: NOTE: Failure to acknowledge receipt of all addenda may cause the proposal considered non-responsive to the solicitation. Acknowledged receipt of each addendum must be clearly established and included with the proposal. Company Authorized Signature /Date Name Printed Title

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FORM 3 AFFIDAVIT OF NON-COLLUSION Affidavit and information required for proposer : I hereby swear, or affirm, under the penalty of perjury:

(1) That I am the Proposer (if the Proposer is an individual), a partner in the Proposal (if the Proposer is a partnership), or an officer or employee of the proposing corporation with the authority to sign on its behalf (if Proposer is a corporation). (2) That the attached Proposal or Proposals or any subsequently submitted best and final offer have been arrived at by the Proposer independently and have been submitted without collusion with, and without any agreement, understanding, or planned course of action with, and other vendor of materials, supplies, equipment, or services described in the Invitation for Proposals, designed to limit independent proposing or competition. (3) That the contents of the Proposal or Proposals have not been communicated by the Proposer, or its employees, or agents, to any person not an employee, or agent of the Proposer or its surety on any bond furnished with the Proposal or Proposals; and (4) That I have fully informed myself regarding the accuracy of the statements made in this affidavit.

Company Authorized Signature /Date Name Printed Title Subscribed and sworn to before me the day of 20 . Notary Public My commission expires:

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FORM 4 PROPOSER’S CERTIFICATION OF ELIGIBILITY The (Name of Proposer (or Contractor)) hereby certifies that it (Check appropriate box) is is not included on the United States Comptroller General’s “Consolidated List of Persons or Firms Currently Debarred for Violation of Various Public Contracts Incorporation Labor Standards Provision” Company Authorized Signature /Date Name Printed Title Subscribed and sworn to before me the day of , 20 Notary Public My commission expires:

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FORM 5 COMPLIANCE WITH SPECIFICATIONS In submitting a Proposal the Proposer is sufficiently informed in all matters affecting the RFP, and that the Proposer has checked the Proposal for errors and omissions and herby states that they will comply with the specifications in all areas including approved equals and addenda that were granted by the Nashville MTA. Company Authorized Signature /Date Name Printed Title Subscribed and sworn to before me this day of , 20 Notary Public My commission expires

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FORM 6 DISADVANTAGED BUSINESS ENTERPRISE COMPLIANCE STATEMENT THIS PAGE MUST BE COMPLETED BY PRIME PROPOSER TO INDICATE THE AMOUNT (PERCENTAGE) OF DISADVANTAGED BUSINESS ENTERPRISE PARTICIPATION.

The undersigned, as a representative of the entity, ________________________________, submitting a bid/proposal for the _______________________________________________________project, hereby acknowledges that the DBE goal established for this project is _______%.

1. Is your organization a qualified Disadvantaged Business Enterprise and/or are your subcontractors a qualified DBE? ________________

If yes,

The Proposer will submit DBE Certificate.

The Proposer further represents that the proposed level of DBE participation is ______%. However, this level of DBE participation is less than the goal established for this project.

2. If your organization is not a qualified Disadvantaged Business Enterprise, submit documentation of

the Proposer’s good faith efforts to achieve the goal established for this project.

Company Authorized Signature /Date Name Printed Title

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FORM 6 - A To be considered a certified Disadvantaged Business Enterprise an organization must be registered with the Tennessee Uniform Certification Program (TNUCP). Please find below a listing of Program Partners that can provide DBE certification.

TENNESSEE UNIFORM CERTIFICATION PROGRAM UNIFORM CERTIFICATION PARTNERS

Bristol Tennessee Transit

Chattanooga Area Regional Transportation Authority

Chattanooga Metropolitan Airport Authority

Clarksville Transit System

Jackson Airport Authority

Jackson Transit Authority

Kingsport Area Transit Service

Knoxville Area Transit

Memphis Area Transit Authority

Memphis Shelby County Airport Authority

Metropolitan Knoxville Airport Authority

Metropolitan Nashville Airport Authority

Metropolitan Transit Authority

Murfreesboro Rover Public Transit

Regional Transit Authority

Tri-City Airport Authority

Smyrna Airport Authority

Johnson City Transit

Tennessee Department of Transportation (Lead Agency)

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FORM 6 – B

Metropolitan Transit Authority/Regional Transportation Authority

Disadvantage Business Enterprise

NOTICE OF INTENT TO PERFORM

AS A SUBCONTRACTOR AND/OR MATERIAL SUPPLIER

NAME OF PROJECT ___________________________________________________________

CONTRACT NUMBER ___________________

CHECK ONE:

-Tier Subcontractors (Fully complete Parts I and III) (Fully complete Parts I, II and III)

PART I: SUBCONTRACTOR PARTICIPATION___________________________________________ 1. TO: ______________________________________________________________________________ (Name of Prime Contractor) FROM: ______________________________________________________________________________ (Name of Subcontractor) 2. The undersigned Subcontractor/Supplier intends to perform work with the above project as (check one): __ an individual / sole proprietorship __ a partnership

__ a corporation __ a joint venture

3. The undersigned Subcontractor/Supplier (check applicable statements):

NOTE: Pursuant to MTA/RTA’s policies, DBE firms participating in the Disadvantaged Business Enterprises (DBE) Program must have “current” certification status with the Tennessee Uniform Certification Program (TNUCP) prior to contract award. DBE Firms must be fully certified through our Metropolitan Transit Authority (MTA), Nashville Airport Authority, or the Tennessee Department of Transportation (TDOT) to be counted towards the DBE goals on this project. Evidence of DBE certification must be attached to this form.

__ is a Non-DBE.

__has been certified as a DBE by with MTA or TDOT.

__ has been certified as a DBE by the Airport Authority. Certification #___________.

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__ has been certified as a SBE

4. The undersigned Subcontractor/Supplier is prepared to perform the following described work and/or supply the material listed in connection with the above project (where applicable specify “supply” or “install” or both) and at the following price $______________________.

_____________________________________________________________________________________

_____________________________________________________________________________________

PART II: LOWER-TIER SUBCONTRACTOR PARTICIPATION___________________________

With respect to the proposed subcontract described above, the following lower-tier subcontract(s) will be sublet and/or awarded to lower-tier subcontractor(s):

Name of Firm Receiving Lower-Tier Subcontract

________________________________________________________________________________

Work to Be Perform __________________________________________________________________________________________________________________________________________________________________________ Contract Amount ______________________________________________________________________

(List DBE and Non-DBE Firms) DBE (Y/N)

Subcontract____________________________________ ( ) ___________________________ $____________

Company____________________________________________________________________________

Address:______________________________________DUNS_______________ CCR_____________

Contact Person: _____________________________

Subcontract____________________________________ ( ) ___________________________ $____________

Company___________________________________________________________________________

Address:________________________________________DUNS_________________CCR__________

Contact Person: _____________________________

Subcontract____________________________________ ( ) ___________________________ $____________

Company ____________________________________________________________________________

Address: ___________________________________DUNS_________________CCR__________

Contact Person: _____________________________ Phone No.: ___________

Total amount to be subcontracted out to DBE: $_________________

Total amount to be subcontracted out to non-DBE/SBE: $_________________

PART III: SIGNATURES_____________________________________________________________

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____________________________ BY:_____________________________ PHONE:______________ DATE:___/___/___

(Name of Prime Contractor) (Signature of Authorized Representative)

_____________________________________ BY:________________________________ PHONE:_________________ DATE: ___/___/___

(Subcontractor) (Signature of Authorized Representative)

PART IV: DBE PARTICIPATION VERIFICATION______________________________________

_____________________________________________________ Date ____________________

To be completed by MTA/RTA DBE Representative: Total DBE participation amount: $_____________________ Overall _________% DBE participation Reviewed for Content and Completeness: __________________________________________________________________________DBE Liaison Officer

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FORM 7 AFFIDAVIT OF COMPLIANCE TO BE COMPLETED BY DISADVANTAGED BUSINESS ENTERPRISE/WB DISADVANTAGED BUSINESS State of _______________ County of ______________ I hereby certify that I am the __________________________________ (title) and; duly authorized representative of ____________________________ (name of firm) Whose address is ___________________________________________________ I do hereby declare and affirm that I am a Disadvantaged Business Enterprise (DBE) as defined by the RFP and I will provide information requested by the Nashville MTA to document this fact. I do solemnly declare and affirm, under the penalties of perjury, that the contents of the aforementioned document are true and correct and the above firm has authorized me to execute this affidavit. Company Authorized Signature /Date Name Printed Title Subscribed and sworn to before me the day of , 20 Notary Public My commission expires:

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FORM 8 CERTIFICATE OF AUTHORITY I hereby declare and affirm that I am:

PROPOSER IS A CORPORATION PROPOSER IS AN INDIVIDUAL PROPOSER IS A PARTNERSHIP PROPOSER IS A JOINT VENTURE

I, the undersigned, as certified authority of the organization submitting the foregoing proposal, hereby certify that under and pursuant to the By-Laws and Resolutions of said organization, each officers who has signed Proposals on behalf of the corporation, including the foregoing assurance of irrevocability, is fully and completely authorized so to do. Company Authorized Signature /Date Name Printed Title Subscribed and sworn to before me the day of , 20 Notary Public My commission expires: NOTE: If Partnership or Joint Venture include copies for each signing member of organization per Section IV Proposal Response Requirements, 12.

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FORM 9 CERTIFICATION OF RESTRICTIONS ON LOBBYING I ________________________________hereby certify on behalf of ______________________. (Name of Official) (Name of Proposer) (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for 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 instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all sub awards at all tiers (including subcontracts, sub grants, and contracts under grants, loans, and cooperative agreements) and that all sub recipients 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. [Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Proposer, ___________________, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. Company Authorized Signature /Date Name Printed Title

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FORM 10 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION PRIMARY PARTICIPANT The prospective contractor certifies, by submission of this proposal, that neither it nor its “principals” as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any governmental department or agency as defined at 49 CFR 29.940 and 29.945. The contractor must comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its proposal, the proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by Nashville MTA. If it is later determined that proposer knowingly rendered an erroneous certification, in addition to remedies available to Nashville MTA, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. Company Authorized Signature /Date Name Printed Title

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FORM 11 CERTIFICATION OF LOWER-TIER PARTICIPANTS CERTIFICATION REGARDING DEBARMENT AND SUSPENSION The prospective lower tier participant contractor certifies, by submission of this proposal, that neither it nor its “principals” as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any governmental department or agency as defined at 49 CFR 29.940 and 29.945. By signing and submitting its proposal, the proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by Nashville MTA. If it is later determined that the proposer knowingly rendered an erroneous certification, in addition to remedies available to Nashville MTA, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. Company Authorized Signature /Date Name Printed Title

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FORM 12 CONTACT INFORMATION OF SIMILAR CONTRACTS/REFERENCES

1. _____________________________________________________________________

_____________________________________________________________________ _____________________________________________________________________

2. _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________

3. _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________

4. _____________________________________________________________________ _____________________________________________________________________

_____________________________________________________________________ __________________________________________________ Company Name __________________________________________________ Authorized Signature /Date __________________________________________________ Name Printed _________________________ Title

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FORM 13

AFFIDAVITS

State of __________________________ County of_____________________________________

As used herein, “Proposer” will include proposers and.

Compliance with Laws: After first being duly sworn according to law, the undersigned (Affiant) states that he/she is the ________________ (Title) of _____________________ (Proposer), and that Proposer is presently in compliance with, and will continue to maintain compliance with, all applicable laws. Thus, Affiant states that Proposer has all applicable licenses, including business licenses, copies of which are attached hereto. Finally, Affiant states that Proposer is current on its payment of all applicable gross receipt taxes and personal property taxes.

Contingent Fees: In accordance with the Metropolitan Government’s 1992 Procurement Code, and Nashville MTA Purchasing Policy and FTA rules it is a breach of ethical standards for a person to be retained, or to retain a person, to solicit or secure a Nashville MTA contract upon an agreement or understanding for a contingent commission, percentage, or brokerage fee, except for retention of bona fide employees or bona fide established commercial selling agencies for the purpose of securing business. After first being duly sworn according to law, the undersigned (Affiant) states that the Proposer has not retained anyone in violation of the foregoing.

Non-Discrimination: After first being duly sworn according to law, the undersigned (Affiant) states that by its employment policy, standards, and practices the Proposer does not subscribe to any personnel policy which permits or allows for the promotion, demotion, employment, dismissal, or laying off of any individual due to his/her race, creed, color, national origin, age, or sex, and that the Proposer is not in violation of and will not violate any applicable laws concerning the employment of individuals with disabilities. It is the policy of the Nashville MTA, FTA and the Metropolitan Government not to discriminate on the basis of age, race, sex, color, national origin, or disability in its hiring and employment practices, or in admission to, access to, or operation of its programs, services, and activities. With regard to all aspects of its contract with the Nashville MTA, Proposer certifies and warrants it will comply with this policy. Company Authorized Signature /Date Name Printed Title Sworn to and subscribed before me on this ___ day of _____________ ______________________________________________ Notary Public My commission expires: __________________________

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FORM 14 NOTICE TO PROPOSER The Proposer hereby agrees that the Chief Executives Officer and or the Board of Directors have the right to reject any or all proposals and to waive informality in any proposal and the Proposer shall not dispute the correctness of the quantities used in computing the best, responsive proposal. Company Authorized Signature /Date Name Printed Title

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FORM 15 BUY AMERICA CERTIFICATE (For Procurement of Steel, Iron, or Manufactured Products) (EXCLUDES ROLLING STOCK) Certificate of Compliance with TITLE 49 USC § 5323(j)(1) The Proposer hereby certifies that it will comply with the requirements of Title 49 USC § 5323(j)(1) and the applicable regulations in 49 CFR Part 661.5. Company Authorized Signature /Date Name Printed Title Certificate of Non-Compliance with TITLE 49 USC §. 5323(j)(1) The Proposer hereby certifies that it cannot comply with the requirements of Title 49 USC § 5323(j)(1) and 49 CFR 661.5, but it may qualify for an exception pursuant to Title 49 USC § 5323(j)(2)(A), 5323(j)(2)(B) or 5323(j)(2)(D), and the regulations in 49 CFR 661.7. Company Authorized Signature /Date Name Printed Title

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FORM 16 BUY AMERICA CERTIFICATE (For Procurement of Buses, Other Rolling Stock [Including Train Control, Communications, and Traction Power] and Associated Equipment) FOR COMPLIANCE WITH TITLE 49 U.S.C. § 5323(j)(2)(C) The Proposer hereby certifies that it will comply with the requirements of Title 49 USC § 5323(j)(2)(C) and the applicable regulations at 49 CFR. Part 661. Company Authorized Signature /Date Name Printed Title BUY AMERICA CERTIFICATE FOR NON-COMPLIANCE WITH TITLE 49 USC § 5323(j)(2)(C)

The Proposer hereby certifies that it cannot comply with the requirements of Title 49 USC § 5323(j)(2)(C), but may qualify for an exception pursuant to Title 49 USC § 5323(j)(2)(B) or (j)(2)(D) and the regulations in 49 CFR Part 661.7. Company Authorized Signature /Date Name Printed Title

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FORM 17 SUBCONTRACTOR INFORMATION Please provide the following information pertaining to your subcontractors: Firm Name, Description of Work, Contractor License Number with Date Information, SAM & DUNS Numbers, Anticipated Subcontract or Supply amount, and Anticipated DBE%

A. 1. FIRM NAME 2. CONTRACTOR LICENSE NUMBER & DATE

3. AMOUNT 4. DBE%

5. SAM & DUNS # 6. DESCRIPTION OF WORK

B.

1. FIRM NAME 2. CONTRACTOR LICENSE NUMBER & DATE

3. AMOUNT 4. DBE%


C.


3. AMOUNT 4. DBE%


D.


3. AMOUNT 4. DBE%


*Please copy Form 17 if you have more than four (4) subcontractors.*

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VI. PROPOSED CONTRACT

NASHVILLE MTA RESERVES THE RIGHT TO MAKE CHANGES TO THE PROPOSED CONTRACT

CONTRACT NO. 2013389-C

BETWEEN

NASHVILLE METROPOLITAN TRANSIT AUTHORITY

AND

CONTRACTOR

For Purchase of Electric Buses

This Contract No. 2013389-C (hereinafter referred to as “Contract”), made and entered into the 1st day of

November 2013, by and between the Nashville Metropolitan Transit Authority, (hereinafter referred to as “Nashville MTA”), having its principal office located at 430 Myatt Drive, Nashville, TN 37115 and Contractor, (hereinafter referred to as “Contractor”), having its principal office located at ___________________________. CONTRACT CONTRACT DOCUMENTS -Contract No. 2013389-C -Request For Proposal (RFP) 2013389 and Addenda

-Nashville MTA Purchase Order(s) -Contractors Best and Final, Dated __________, 2013 -Contractor Proposal, Dated ____________, 2013 -Contractor Interview and Presentation, Dated _________, 2013 ORDER OF PRECEDENCE In the event of conflicting provisions, all documents shall be construed according to the following priorities: -All properly executed amendments to Contract (most recent with first priority)

-Contract No. 2013389-C -Request For Proposal (RFP) 2013389 and Addenda

-Nashville MTA Purchase Order(s) -Contractors Best and Final, Dated __________, 2013 -Contractor Proposal, Dated ____________, 2013 -Contractor Interview and Presentation, Dated _________, 2013 NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the parties agree as follows: 1. Duties and Responsibilities of Contractor 1.0 Nashville MTA has agreed to purchase and Contractor has agreed to provide _______________Electric Buses (hereinafter “Buses ”, or “goods”), as detailed in the RFP and this Contract. Nashville MTA reserves the right to purchase up to ________________________ buses under this Contract. 1.1 The initial purchase may be up to ____________ each Buses. The initial bus purchase shall not exceed

the Board Approval amount of $______________. Nashville MTA may purchase and/or assign the remaining Buses in accordance with terms and conditions set forth in this Contract. This Contract shall have a not to exceed quantity of __________Buses with a not to exceed dollar amount of $___________.

1.2 Contractor agrees, as soon as reasonably possible but no later than thirty (30) calendar days after receipt

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of the Purchase Order(s) to provide Nashville MTA with a Production Schedule for the work to be performed. The then current Production Schedule will be incorporated by reference a part of this Contract as Exhibit A. 1.3 Contactor agrees, to provide product, and install the following Nashville MTA required items for the completion and acceptance of the Buses; Surveillance System (March Security Camera System), Signage, Decals. 1.4 Contractor shall provide the necessary infrastructure wiring and Nashville MTA shall provide to Contractor for installation the Radio Equipment, Farebox Equipment., and Computer Aided Dispatch (CAD)/Automated Vehicle Location (AVL) Equipment. 1.5 Nashville MTA will hire an independent inspector for the inspection of the Buses during the production process. Contractor agrees to work with the independent inspector for the inspection process. 1.6 Contractor shall provide, as part of this Contract, if required by Nashville MTA for the then current Purchase Order, a performance bond. The performance bond will be from a surety duly licensed to do business in the State of Tennessee having a financial rating from A.M. Best Company or better, in the amount of twenty-five percent (25%) of the full amount of the then open Purchase Order(s). The bond shall cover all of the Contractor’s obligations under the Contract except for the warranty and shall remain in force until said obligations have been fulfilled. 1.7 As a part of the RFP Nashville MTA requested numerous production options for the Buses. The production options for the Buses will be defined in the Purchase Order(s) as submitted in Contractor’s Proposal and agreed to by Nashville MTA. 2. Delivery 2.0 Nashville MTA assumes no liability for any goods delivered without a Purchase Order. Deliveries will be made to Nashville MTA pursuant to the Schedules contained in the Contract Document, provided by the Contractor and/or as maybe defined in the Purchase Order. 2.1 Contractor agrees to provide, when Bus is delivered, the required documents for certification and registration; Signed and Notarized Bill of Sale, Signed & Notarized Certificate of Origin, Invoice, Weighmaster Certificate, Odometer Disclosure Statement, Drive- Out Tags, Pre-Award Audit Certificate, Post Delivery Review, Federal Motor Vehicle Safety Standard (FMVSS) Certification. 3. Term 3.0 This Contract shall be for a term of three (3) years with two (2) each one (1) year extensions. This Contract may be extended with a properly executed Amendment by Nashville MTA. 3.1 This Contract shall commence on 1

st day of November 2013. The term of this Contract shall be as

follows: Contract Start Date: November 1, 2013. Contract End Date: October 31, 2016. 3.2 Nashville MTA Contract obligations shall automatically terminate at Contract End Date. 4. Compensation/Invoices 4.0 The purchase price, for each bus, for the initial purchase under this contract shall not exceed $___________ each. This Contract shall have a not to exceed value of $____________ . The pricing details are demonstrated in Contractors Cost Proposal, Section 3 and Contractors Best and Final. Contract shall be paid in accordance with the Purchase Order. 4.1 There will be no other charges or fees for the performance of this Contract unless otherwise agreed to by both parties. 4.2 Contractor shall submit invoices to: Procurement Department

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Nashville Metropolitan Transit Authority 430 Myatt Drive Nashville, TN 37115 All invoices submitted must include the Purchase Order number and the description of goods. Nashville MTA will make reasonable efforts to make payments within 30 days of approved invoice. 5. Taxes 5.0 Nashville MTA shall not be responsible for any taxes that are imposed on Contractor. Contractor understands that it cannot claim exemption from taxes by virtue of any exemption that is provided to Nashville MTA. 6. Warranty 6.0 The Comprehensive Warranties and In Service Support shall be effective following acceptance of the delivered, installed and/or functional goods, services and if, additional work and work products,( “goods’) and shall remain in effect for the term as stated in Contractors Proposal. Contractor warrants that all goods, shall be free from defects of material and workmanship, and will be mechanically able to perform without errors or delay, the functions and calculations as represented by the Specifications and Documentation, including any special purposes specifically stated. For the warranty period, Contractor’s obligation for any breach of this warranty shall be (i) to replace or correct, at Contractor’s own expense, any defects in the goods and (ii) in the event the goods do not operate in all material respects as specified in the Documentation and/or Proposal, Nashville MTA shall be entitled to terminate the Contract for default in accordance with the terms and conditions of this Contract and shall be entitled to seek a refund of any fees paid to Contractor. 7. Title Warranty 7.0 Contractor warrants that it has good title to and/or the right to sell the goods, and represents that all goods delivered to Nashville MTA are free and clear of all liens, claims or encumbrances of any kind. 8. Copyright, Trademark, Service Mark, or Patent Infringement 8.0 Contractor shall, at its own expense, be entitled to and shall have the duty to defend any suit which may be brought against Nashville MTA to the extent that it is based on a claim that the goods furnished infringe a copyright, Trademark, Service Mark, or patent. The Contractor shall have sole discretion in selecting counsel. Contractor shall further indemnify and hold harmless Nashville MTA against any award of damages and costs made against Nashville MTA by a final judgment of a court of last resort in any such suit. Nashville MTA shall provide Contractor immediate notice in writing of the existence of such claim and full right and opportunity to conduct the defense thereof, together with all available information and reasonable cooperation, assistance and authority to enable Contractor to do so. No costs or expenses shall be incurred for the account of Contractor without its written consent. Nashville MTA reserves the right to participate in the defense of any such action. Contractor shall have the right to enter into negotiations for and the right to effect settlement or compromise of any such action, but no such settlement or compromise shall be binding upon Nashville MTA unless approved by the Nashville MTA Board.

8.1 If the goods furnished under this contract are likely to, or do become, the subject of such a claim of infringement, then without diminishing Contractor's obligation to satisfy the final award, Contractor may at its option and expense: 8.1.0 Procure for Nashville MTA the right to continue using the goods. 8.1.1 Replace or modify the alleged infringing goods with other equally suitable goods that are satisfactory to Nashville MTA, so that they become non-infringing. 8.1.2 Remove the goods or discontinue the use and cancel any future charges pertaining thereto. 8.1.3 Provided, however, that Contractor will not exercise option 9.1.2 until Contractor and Nashville

MTA have determined that options 9.1.0 and 9.1.1 are impractical.

8.2 Contractor shall have no liability to Nashville MTA, however, if any such infringement or claim thereof is

based upon or arises out of:

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8.2.0 The use of the goods in combination with apparatus or devices not supplied or else approved by Contractor.

8.2.1 The use of the goods in a manner for which the goods were neither designated nor contemplated.

8.2.2 The claimed infringement in which Nashville MTA has any direct or indirect interest by license or otherwise, separate from that granted herein.

9. Assumption of Risk 9.0 Contractor expressly and voluntarily assumes all risk to person (including but not limited to death, personal injury and disease) and risk of loss or damage to property to which Contractor, its employees, and/or either of their property is or may be exposed while being in or on Nashville MTA’s Premises, except that Contractor makes no assumption of risk to person or property actually and proximately caused by the sole negligence of Nashville MTA in areas of Premises designated for Contractor access.. 10. Nashville MTA Proprietary Rights 10.0 Nashville MTA will retain existing ownership and all proprietary rights to its information. Some information may need to be disclosed to Contractor for purposes necessary for installation. Contractor will treat Nashville MTA information as strictly confidential. 11. Gratuities and Kickbacks It shall be a breach of ethical standards for any person to offer, give or agree to give any employee or former employee of MTA, or for any employee or former employee of MTA to solicit, demand, accept or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy or other particular matter, pertaining to any program requirement of a contract or subcontract or to any solicitation or proposal therefore. It shall be a breach of ethical standards for any payment, gratuity or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor or higher tier subcontractor or a person associated therewith, as an inducement for the award of a subcontract or order. Breach of the provisions of this paragraph is, in addition to a breach of this contract, a breach of ethical standards which may result in civil or criminal sanction and/or debarment or suspension from being a contractor or subcontractor under Metro Government contracts. 12. Termination 12.0 Breach - Should Contractor fail to fulfill in a timely and proper manner its obligations under this Contract or if it should violate any of the terms of this Contract, Nashville MTA shall have the right to terminate the Contract with a thirty (30) notice and cure period. Such termination shall not relieve Contractor of any liability for damages sustained by virtue of any breach by Contractor. 12.1 Lack of Funding - Should funding for this Contract be discontinued, Nashville MTA shall have the right to terminate the Contract immediately upon written notice to Contractor. 12.2 Notice by Nashville MTA - Nashville MTA may terminate this contract at any time upon thirty (30) days written notice to Contractor. In the event of a termination under this section, Contract will be compensated in accordance with the status of the Purchase Order. 13. Maintenance of Records 13.0 Contractor shall maintain documentation for all charges against Nashville MTA. The books, records, and documents of Contractor, insofar as they relate to goods or money received under the Contract, shall be maintained for a period of seven(7) full years from the date of final payment and will be subject to audit, at any reasonable time and upon reasonable notice by Nashville MTA or its duly appointed representatives. The records shall be maintained in accordance with generally accepted accounting principles. 14. Monitoring 14.0 The Contractor’s activities conducted and records maintained pursuant to this Contract shall be subject

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to monitoring and evaluation by Nashville MTA, the Department of Finance, the Division of Internal Audit, or their duly appointed representatives. 15. Nashville MTA Property 15.0 Any Nashville MTA property, including but not limited to books, records and equipment that is in Contractor’s possession shall be maintenance by Contractor in good condition and repair, and shall be returned to Nashville MTA by Contractor upon termination of the contract. All goods, documents, records and other work product and property produced during the performance and as a consequence of this contract are deemed to be Nashville MTA property. 16. Modification of Contract 16.0 This Contract may not be altered, changed or amended, except in writing signed by both parties. Any proposed change to this Contract shall be submitted to Nashville MTA for its prior written approval, and shall not become effective unless it is in writing and signed by the Chief Executive Officer (CEO) of Nashville MTA. 16.1 Contractor agrees that this Contract is subject to modification by Nashville MTA’s CEO to the extent necessary to comply with federal, state or local regulations, which may govern this Contract. Written notice of such modification signed by Nashville MTA’s CEO shall be provided to the Contractor. 17. Independent Contractor 17.0 Contractor is offering its goods under this Contract as an independent contractor to Nashville MTA. In determining the existence of the Contractor, independent contractor status, the common law right to control shall apply. It is understood and agreed by Nashville MTA and Contractor that Contractor is and shall be viewed, treated and held out to be an independent contractor. Contractor and its employees are not employees or agents of Nashville MTA and are not eligible nor will receive any benefits through Nashville MTA, including but not limited to: federal social security, health, dental, or prescription of life insurance benefits, credit union or deferred compensation plans, and annual and sick leave benefits. 18. Compensation of Contractor’s Personnel 18.0 As neither Contractor or Contractor’s Personnel are Nashville MTA employees, Nashville MTA shall not take any action or provide Contractor’s personnel with any benefits or commitments inconsistent with any of such undertakings by Contractor. Rather, Contractor shall bear sole responsibility for payment of compensation to it personnel. Contractor shall procure and maintain Worker’s Compensation Insurance as stated in Section 22 Insurance. 19. Partnership/Joint Venture 19.0 Nothing herein shall in any way be construed or intended to create a partnership or joint venture between the parties or to create the relationship of principal and agent between or among any of the parties. None of the parties hereto shall hold itself out in a manner contrary to the terms of this paragraph. No party shall become liable for any representation, act of omission of any other party contrary to the terms of this paragraph. 20. Waiver 20.0 No waiver of any provision of this Contract shall affect the right of any party thereafter to enforce such provision or to exercise any right or remedy available to it in the event of any other default. 21. Employment 21.0 Contractor shall not subscribe to any personnel policy which permits or allows for the promotion, demotion, employment, dismissal or laying-off of any individual due to race, greed, color, national origin, age, sex, or which is in violation of applicable laws concerning the employment of individuals with disabilities. 21.1 Contractor shall not knowingly employ, permit, dispatch, subcontract, or instruct any person who is an undocumented and/or unlawful worker to perform work in whole or part under the terms of this Contract. 21.2 Violation of either of these Contract provisions may result in suspension or debarment if not resolved in a

105


timely manner, not to exceed ninety (90) days, to the satisfaction of Nashville MTA. 22. Insurance 22.0 During the term of this Contract, Contractor shall, at its sole expense, obtain and maintain in full force and effect for the duration of the Contract and any extension here of the types and amounts of insurance identified below by a check mark and in the Proposal. a) ______ Goods Liability Insurance in the amount of one million ($1,000,000) dollars (If the Contractor will be shipping to a receiving department at Nashville MTA) b) __X___ General Liability Insurance in the amount of one million ($1,000,000) dollars c) ______ Professional Liability Insurance in the amount of one million ($1,000,000) dollars d) __X___ Automobile Liability Insurance in the amount of one million ($1,000,000) dollars (if vendor will be making on-site deliveries) e) __X___ Worker’s Compensation Insurance with statutory limits required by the State of Tennessee or other applicable laws and Employer’s Liability Insurance with limits of no less than one hundred thousand ($100,000) dollars, as required by the laws of Tennessee. (Not required for companies with fewer than five (5) employees). f) _____ Other insurance g) Such insurance shall: 1. Contain or be endorsed to contain a provision that includes Nashville MTA, its officials, officers, employees, and volunteers as additional insured’s with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. The coverage shall contain no special limitations on the scope of its protection afforded to the above-listed insured’s. 2. For an claims related to this Contract Contractor’s insurance coverage shall be primary insurance as respects Nashville MTA, its officers, officials, employees, and volunteers. Any insurance or self-insurance programs covering Nashville MTA, its officials, officers, employees, and volunteers shall be excess of Contractor’s insurance and shall not contribute with it. 3. Automotive Liability Insurance including vehicles owned, hired, and non-owned. Said insurance shall include coverage for loading and unloading hazards. Insurance shall contain or be endorsed to contain a provision that includes Nashville MTA, its officials, officers, employees, and volunteers as additional insured’s with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of Contractor. 4. Worker’s Compensation (if applicable), Contractor shall maintain workers’ compensation insurance with statutory limits as required by the State of Tennessee or other applicable laws and liability insurance. Contractor shall require each of its subcontractors to provide Workers’ Compensation for all of the latter’s employees to be engaged in such work unless employees are covered by Contractor’s workers’ compensation insurance coverage. 5. Other Insurance Requirements. Contractor shall: a) Prior to commencement of services, furnish Nashville MTA with original certificates and amendatory endorsements effecting coverage required by this section and provide that such insurance shall not be cancelled, allowed to expire, or be materially reduced in coverage except on 30 days’ prior written notice to: Procurement Department Nashville Metropolitan Transit Authority

106


430 Myatt Drive Nashville, TN 37115 b) Replace certificates, policies, and/or endorsements for any such insurance expiring prior to completion of services. c) Maintain such insurance from the time services commence until services are completed and attach the certificates of insurance in Nashville MTA system. Failure to maintain, renew coverage or to provide evidence of renewal may be treated by Nashville MTA as a material breach of Contract. d) Place such insurance with insurer licensed to do business in Tennessee and having A.M. Best Contractor ratings of no less than A-. Modification of this standard may be considered upon appeal to the Nashville MTA Director of Risk Management Services. e) Require all subcontractors to maintain during the term of the Contract Commercial General Liability insurance, Business Automobile Liability insurance, and Worker’s Compensation/Employers Liability insurance (unless subcontractor’s employees are covered by Contractor’s insurance) in the same manner as specified for Contractor. Contractor shall file subcontractor’s certificates of insurance in Nashville MTA’s system. f) If the Contractor has or obtains primary and excess policy(ies), there shall be no gap between the limits of the primary policy and the deductible features of the excess policies. 23. Compliance with Laws 23.0 Contractor agrees to comply with all applicable federal, state and local laws and regulations. 24. Contingent Fees 24.0 Contractor hereby represents that Contractor has not been retained or retained by any persons to solicit or secure a Nashville MTA contract upon an agreement or understanding for a contingent commission, percentage, or brokerage fee, except for retention of bona fide employees or bona fide established commercial selling agencies for the purpose of securing business. Breach of the provisions of this paragraph is, in addition to breach of this Contract, a breach of ethical standards which may result in civil or criminal sanction and/or debarment of suspension from being a contractor or subcontractor under Nashville MTA contracts. 25. Nondiscrimination 25.0 It is the policy of Nashville MTA not to discriminate on the basis of age, race, sex, color, national origin or disability in its hiring and employment practices, or in admission to, access to, or operation of its programs, services, and activities. With regard to all aspects of this Contract, Contractor certifies and warrants it will comply with this policy. No person shall be excluded from participation in, be denied benefits of, be discriminated against in the admission or access to, or be discriminated against in treatment or employment in Nashville MTA’s contracted programs or activities, on the grounds of handicap and/or disability, age, race, color, religion, sex, national origin, or any other classification protected by federal or Tennessee State Constitutional or statutory law; nor shall they be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of contracts with Nashville MTA or in the employment practices of Nashville MTA’s contractors. 26. Ethical Standards 26.0 It shall be a breach of ethical standards for any person to offer, give or agree to give any employee or former employee, or for any employee or former employee to solicit, demand accept or agree to accept from any other person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing or in any other advisory capacity in any proceeding or application or proposal therefore. It shall be a breach of ethical standards for any payment, gratuity or offer of employment to be made by or on behalf of a subcontractor

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under a contract to the prime contractor or higher tier subcontractor or a person associated therewith, as an inducement for the award of a subcontract or order. Breach of the provisions of this paragraph is, in addition to a breach of this contract, a breach of ethical standards which may result in civil or criminal sanction and/or debarment or suspension from being a contractor or subcontractor under Nashville MTA contracts. 27. Indemnification and Hold Harmless 27.0 Contractor will indemnify, defend and hold harmless Nashville MTA, its officers, agents and employees from: 27.1 Any claims, damages, costs and attorney fees for injuries or damages arising, in part or in whole, from the negligent of intentional acts or omissions of Contractor, its officers, employees and/or agents, including its sub or independent contractors, in connection with the performance of the Contract, and, 27.2 Any claims, damages, penalties, costs and attorney fees arising from any failure of Contractor, its officers, employees and/or agents, including its sub or independent contractors, to observe applicable laws, including, but not limited to, labor laws and minimum wage laws. 27.3 Nashville MTA will not indemnify defend or hold harmless in any fashion the Contractor from any claims arising from any failure, regardless of any language in any attachment or other document that the Contractor may provide. 28. Attorney Fees 28.0 The parties agrees that, in the event either party takes legal action to enforce any provision of the Contract, or to obtain a remedy for any breach of this Contract, and in the event Nashville such party prevails in such action, the other party shall pay all expenses of such action incurred at any and all stages of the litigation, including costs and reasonable attorney fees. 29. Assignment-Consent Required 29.0 The provisions of this contract shall inure to the benefit of and shall be binding upon the respective successors and assignees of the parties hereto. Except for the rights of money due to Contractor under this contract, neither this Contract any of the rights and obligations of Contractor hereunder shall be assigned or transferred in whole or in part without the prior written consent of Nashville MTA. Any such assignment of transfer shall not release Contractor from its obligations hereunder. 29.1 Any public agency (i.e., city, district, public authority, public agency, municipality, and other political subdivision or any FTA-funded entity) shall have the option of participating in any award made as a result of this Contract at the same prices, terms, and conditions. Nashville MTA reserves the right to assign any portion of the goods/services awarded under this Contract including option quantities. This assignment, should it occur, shall be agreed to by Nashville MTA’s Chief Executive Officer and the Contractor. Once assigned, each agency will enter into its own contract and be solely responsible to the Contractor for obligations to the goods/services assigned. Nashville MTA's right of assignment will remain in force during the term or until completion of the contract to include options, whichever occurs first. Nashville MTA shall incur no financial responsibility in connection with contracts issued by another public agency. The public agency shall accept sole responsibility for placing orders or payments to the Contractor. 29.2 Notice of assignment of any rights under this Contract must be sent to the attention of: Procurement Department Nashville Metropolitan Transit Authority 430 Myatt Drive Nashville, TN 37115 30. Governing Law 30.0 The validity, construction and effect of this Contract and any and all extensions and/or modifications thereof shall be governed by the laws of the State of Tennessee. Tennessee law shall govern regardless of any language in any attachment or other document that the Contractor may provide.

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31. Venue 31.0 Any action between the parties arising from this Contract shall be maintained in the courts of Davidson County of the State of Tennessee. 32. Entire Contract 32.0 This Contract states the entire Contract between the parties. No alteration, modification, release, or waiver of this Contract or any of the provisions hereof shall be effective unless in writing, executed by the parties hereto. 33. Export 33.0 Contractor represents and warrants that neither the goods, documentation, work nor the work product shall be disclosed to any foreign national, firm, or country, nor shall be exported from the United States without first complying with all the requirements of the International Traffic in Arms Regulations and the Export Administration Act, including the requirement for obtaining an export license, if applicable. Contractor shall fully indemnify Nashville MTA for any breach of this representation. 34. Force Majeure 34.0 No party shall have any liability to the other hereunder by reason of any delay of failure to perform any obligation of covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty, unanticipated work stoppage, strike, lockout, labor dispute, civil disturbance, riot, war, national emergency, act of Government, act of public enemy, or other cause of similar or dissimilar nature beyond its control. 35. Severability 35.0 If any provision of this Contract is held invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted and the remainder of this Contract shall remain in full force and effect. 36. Licensing and Permits 36.0 The Contractor and all subcontractors shall be appropriately licensed in the State of Tennessee for the goods/services required because of the Contract. The cost for any required licenses shall be the responsibility of the Contractor.

37. Use of Nashville MTA’s Name in Advertising of Public Relations 37.0 Nashville MTA reserves the right to review and approve related copy prior to publication. The Contractor agrees not to allow Nashville MTA related copy to be published in Contractor's advertisements or public relations programs unless such copy has been submitted and received prior written approval from Nashville MTA. Such approval shall not be unreasonably withheld. The Contractor shall include this requirement in all subcontracts. 38. Right to Employ Other Contractors Nashville MTA reserves the right to employ other Contractors in connection with these Goods and Services. 39. Notices 39.0 Notices to Nashville MTA shall be sent to: Procurement Department Nashville Metropolitan Transit Authority 430 Myatt Drive Nashville, TN 37115 Notices to Contractor shall be sent to:

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IN WITNESS WHEREOF, the parties have caused this Contract to be executed by the authorized officials of Nashville MTA and Contractor on the date written above. NASHVILLE METROPOLITAN TRANSIT AUTHORITY CONTRACTOR By: ___________________________________ By: ___________________________________ Paul J. Ballard, Chief Executive Officer

Date:______________________________________ Title: ___________________________________ By: __________________________________ Title: ___________________________________ Date: __________________________________ Sworn to and subscribed to before me, a Notary Public, this ________________________day of ____________________________, 20____, by ____________________________________, the

_________________________of Contractor and

duly authorized to execute this instrument on the

Contractor’s behalf.

_______________________________________

Notary Public

My Commission Expires___________________

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Exhibit A

Production Schedule

INCORPORATED BY REFERENCE

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VII. APPENDIX

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APPENDIX A

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114
