request for proposals #19-07 tire lease service and support...mst rfp # 19-07 tiire lease service...

Request for Proposals #19-07 Tire Lease Service and Support

Monterey-Salinas Transit District (MST) 19 Upper Ragsdale Drive, Suite 200

Monterey, CA 93940 Issued: August 29, 2019

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TABLE OF CONTENT MST RFP # 19-07

Tire Lease Service and Support

1. General Press Release 3

2. General Conditions and Instructions for Bidders 4

3. Special Provisions 17

4. Technical Specifications 26

5. FTA Regulatory Compliance Clauses 45

6. Sample Contract 57

Sample Contract – DO NOT EXECUTE

7. Proposal Form for Tire Lease and Service Attachment A

8. Forms Attachment B Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion (Pursuant to 49 CFR Part 29, Appendix B) Buy America Fair Employment Practices Certificate Lobbying Certification for Contracts, Grants, Loans and Cooperative Agreements (Pursuant to 49 CFR Part 20, Appendix A) Disclosure of Lobbying Activities Disadvantaged Business Enterprise Affidavit of Non-Collusion

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REQUEST FOR PROPOSALS # 19-07 For

TIRE LEASE SERVICE AND SUPPORT

Monterey-Salinas Transit is seeking proposals for the leasing of transit tires on a tire mileage basis and related on-site tire support.

Interested firms should submit their proposal clearly marked on the

envelope exterior "MST RFP # 19-07 TIRE LEASE AND SERVICE" and submit to:

Monterey-Salinas Transit ATTN: Purchasing Manager 19 Upper Ragsdale Drive, Suite 200 Monterey, CA 93940

Request for Proposal Schedule is as follows:

Activity Date

Date Issued August 29, 2019

Written questions/clarifications due to MST September 20,2019

MST responds to questions/clarifications September 27, 2019

Proposals are due By 5:00 p.m. October 11, 2019

Board of Directors Award November 4, 2019 The deadline for submission of bids is 5:00 p.m. Pacific Daylight Savings Time (PDT), Friday, October 11, 2019. No facsimiles accepted. All proposals must be submitted in accordance with the requirements stated herein. Any requests for clarification or approved equals must be made, in writing, no later than September 20, 2019. Please send questions to [email protected]. Publish: The San Jose Mercury News September 2, 2019

mailto:[email protected]

MST RFP # 19-07 TIIRE LEASE SERVICE AND SUPPORT

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MONTEREY-SALINAS TRANSIT

GENERAL CONDITIONS AND INSTRUCTIONS FOR BIDDERS

These General Conditions and Instructions apply to all proposing, except insofar as they may be modified by the Special Provisions, Technical Specifications or Proposal Forms. 1.0 DEFINITION OF TERMS

Whenever in the bid or contract documents the following terms or pronouns in place of them, or abbreviations, are used, the intent and meaning shall be interpreted as follows:

a. Contractor. Same as Successful Proposer.

b. Evaluation Committee. An independent committee established by

MST to review, evaluate, and score the proposals, and to recommend award to the Proposer that submitted the proposal determined by the committee to be in the best interest of MST.

c. FTA is the acronym for Federal Transit Administration

d. May. Indicates something that is not mandatory but permissible.

e. Must/Shall. Indicates a mandatory requirement. A proposal that

fails to meet a mandatory requirement will be deemed non-responsive and not be considered for award.

f. MST is the acronym for Monterey-Salinas Transit.

g. Proposer or bidder The person or firm making the offer.

h. Proposal. The offer presented by the Proposer.

i. RFP. Acronym for Request For Proposals.

j. Responsible refers to the bidder’s ability to satisfactorily complete

the scope of work or services as evidenced by such factors as experience in the field, financial qualifications.

k. Responsive refers to the bidder’s completeness of bid/proposal

submission in meeting the requirements and specifications of the bid solicitation such as bid/proposal form, bonds, certifications, and provision of information on prior experience.


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l. Should. Indicates something that is recommended but not mandatory. Failure to do what "should" be done will not result in rejection of your proposal. and physical plant capacity, satisfied former clients and meeting vendor

m. Submittal Deadline. The date and time on or before all proposals must be submitted.

n. Successful Proposer. The person, contractor, or firm to whom the award is made.

2.0 EXPLANATIONS AND CLARIFICATIONS

Prospective Bidders must examine the Contract Documents carefully. Any explanation of the plans or specifications desired by a bidder shall be requested in writing from MST’s Maintenance Management Supervisor. Any explanation will be made by written addendum which will be mailed or delivered to each firm receiving a set of the Bid Documents. Upon mailing or delivery, such addendum will become a part of the Bid Documents and binding on all bidders. Bidder shall sign and acknowledge receipt of any and all addenda and amendments in the space provided. All amendments/addenda shall be included with the bid. Only written explanations, instructions or changes so given by MST will be effective.

3.0 FORM OF BID AND SIGNATURE

The bid shall be made on the proposal forms (attached) and shall be enclosed in a sealed envelope marked and addressed as required.

If the bid is made by a sole owner, it shall be signed by the individual.

If the bid is made by a partnership, it shall be signed by a member or members of the partnership, who shall also sign its (their) name (s), and the name and address of each member of the partnership.

If the bid is made by a corporation, it shall be signed by an officer or other individual who has the fill and proper authorization so to do.

If the bid is made by a joint venture, it shall be signed on behalf of each participating company by officers or other individuals who have the full and proper authorization to do so. Bids submitted in any other form will be considered nonresponsive and may be rejected as such.


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4.0 BID/PROPOSAL

4.1 The proposal forms shall be properly completed. The phraseology must not be changed, and no additions shall be made to the items mentioned therein. Alterations by erasure or interlineation must be explained or noted in the bid over the signature of the bidder. If the unit price and the total amount named by a bidder for any item do not agree, the unit price alone will be considered as representing the bidder’s intention.

4.2 Proposers shall complete all blank spaces on the Proposal Form

including:

a. Base rates per tire mile for each specified size/type of tire. b. Estimated annual cost per tire size, based on estimated

mileage. c. Annual service cost. d. Company information and signature.

4.3 MST does not pay Excise Tax, therefore, sales, use or excise tax

shall not be included in any proposal price quoted on the Proposal Form.

4.4 The base rates per tire mile will cover all costs of leasing the tires in

accordance with the terms of this document. The base rate quoted on the Proposal form shall be effective during the first year as quoted and the second and third years as quoted for the Contract.

4.5 The annual service cost will cover the price of servicing the tires,

including valve stems and miscellaneous supplies, for MST in accordance with the requirements of this document. The service cost quoted on the Proposal form shall be effective during the first year as quoted and the second and third years as quoted for the Contract.

4.6 Proposers will submit pricing for tire mileage and the service cost

for each of the three years of the Contract and for the two option years. MST reserves the right to exercise or not exercise the two option years of the contract.

4.7 The same price per mile shall also apply to mileage accumulated

by retread tires. 4.8 Cost of retreading tires shall be borne by the Contractor.


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4.9 No additional charges (i.e., casing charges, tire disposal charges, interest penalties, severance pay, and tire service labor overtime, etc.) shall be permitted without MST prior approval. Disposal fees and California State Recycle tax will be calculated and paid by the Contractor.

5.0 UNAUTHORIZED CONDITIONS

Unauthorized conditions, limitations or provisions attached to a bid may render it non-responsive and may cause its rejection.

6.0 SUBMISSION OF BID

Prior to the hour specified in the notice inviting sealed bids, all bids shall be delivered to the Maintenance Management Supervisor at the address shown in the Notice and Invitation to Bidders. All bids shall be in a sealed envelope properly marked as to the Bidder’s name and address, Bid number and opening date. No bids received after said time or at any place other than the time and place as stated in the Notice and Invitation to Bidders will be considered. Bids shall be considered timely as of the date and time of receipt, not by reference to the date of mailing.

7.0 WITHDRAWAL OF BID

A bidder may withdraw its bid before the bid due date, without prejudice, by submitting a written request for its withdrawal to the Purchasing/Inventory Control Officer. The bidder must be able to identify its Bid, show proper identification, and show proper authorization to withdraw the Bid.

8.0 CANVASS OF BIDS

Proposals received by MST will not be opened publicly. 9.0 REJECTION OF BIDS

MST may reject any and all bids, and must reject a bid of any party who has been delinquent or unfaithful in any former contract with MST. Also, the right is reserved to reject any or all bids, and to waive any minor irregularities or informalities in any bid or in the proposing procedure.

10.0 DELIVERY

Unless otherwise stated in the specifications or bid forms, bidder shall include freight or delivery charges in the total price in its bid.


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11.0 ALTERNATIVE BIDS

Submission of alternative bid or bids, except as specifically called for in the specifications or bid forms, may render it non-responsive and may cause its rejection.

12.0 STATEMENT OF EXPERIENCE AND QUALIFICATIONS

The bidder may be required upon request of the General Manager/CEO to prove to his/her satisfaction that their firm has the skill and experience and the necessary facilities and financial resources to perform in a satisfactory manner and within the required time.

A copy of the bidder’s most recent Annual Financial Statement may be requested.

13.0 BID BOND

When required, each bidder shall submit, with its bid, a Bid Bond. The Bid Bond shall be a guarantee that the bidder, if awarded the Contract, will execute the required Contract and bond within ten (10) days after such Contract has been awarded to it or such additional time as may be allowed by MST. If the bidder fails or refuses to execute the required Contract and bond within that time, the money and proceeds from the bid bond shall be applied towards payment of the damage to MST on account of the delay in the execution of the Contract and bond and the performance of the work there-under and the necessity of accepting a higher or less desirable bid resulting from such failure or refusal to execute the Contract and bond as required. The Bid Bond shall remain in full force and effect until a written contract is executed and all the required bonds are furnished.

The amount of the Bid Bond shall not constitute a limitation upon the right of MST to recover for the full amount of such damage. There is no bid bond required for this proposal.


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14.0 WAIVER

The bidder shall represent and warrant that it has sufficiently informed itself in all matters affecting the performance of the work or the furnishing of the labor, supplies, material or equipment called for in the specifications; that it has checked its bid for errors and omissions; that the prices stated in its bid are correct and as intended by it and are a complete and correct statement of its prices for performing the work or furnishing the labor, supplies, materials or equipment required by the Contract documents. The bidder waives any claim for the return of its bid deposit, on account of errors or omissions claimed to have been made by it in its bid, or for any other reason it should refuse or fail to execute the Contract.

15.0 DOCUMENTS DEEMED PART OF ANY FUTURE CONTRACT

Any contract executed with a successful proposer will includes a contract signature sheet together with the following Attachments and any Exhibits thereto, all of which are incorporated into the Contract and shall be construed together to form the Contract between the Parties:

a. Notice and Request for Proposals b. General Conditions c. Special Provisions d. Federal Provisions e. Bid Form & Pricing Page f. Specifications g. Addenda, if any h. Required Certifications

16.0 INSURANCE

When required, within two (2) weeks of receiving the NOTICE TO PROCEED, the Contractor must file with MST a certificate by a worker’s compensation insurance carrier, or access to Contractor’s insurance information via the Internet, that, under the laws of the State where the work takes place, insures employers against liability for worker’s compensation claims where work takes place. In the event the certificate by an insurance carrier is not submitted within the time specified, the bidder will become non-responsive and the Contract will be awarded to the next responsive and responsible Bidder.

In lieu of such certificate, the Bidder may submit a certificate from the Insurance Commissioner of the State where work takes place as evidence that the Contractor has properly qualified as a self-insurer covering


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worker’s compensation. In the event the certificate of consent to self-insure is revoked, all work shall immediately cease until a certificate, or access to Contractor’s insurance information via the Internet, has been furnished by an insurance carrier showing that the Contractor has procured worker’s compensation insurance.

17.0 PERFORMANCE BOND

When required in the special provisions, the Contractor is required to provide a performance bond, certified check, cashier’s check, or letter of credit, within fifteen (15) working days after the Contract becomes effective, as assurance the Contractor will perform and carry out the requirements of the Contract.

If the Contractor fails to post the performance bond within the time specified, the offer may be rejected for default. In such an event, MST may then award the contract to the next lowest responsive and most responsible Bidder. The performance bond shall be returned to the Contractor upon acceptance of the work completed.

18.0 EFFECT OF EXTENSIONS OF TIME

Granting, or acceptance, of extensions of time to complete the work or furnish the labor, supplies, materials or equipment, or any one of the aforementioned, will not operate as a release to Contractor or the surety on Contractor’s faithful performance bond from said guarantee.

19.0 CHANGES BY CONTRACTOR

If the Contractor, on account of conditions developing during the performance of the Contract, finds it impracticable to comply strictly with these specifications and applies in writing for a modification of requirements, such change may be authorized only in writing by the General Manager/CEO, if not detrimental to MST and if any cost associated with change is acceptable.

20.0 CHANGES BY MST

In the event of work, materials or equipment shall be required which are not mentioned, specified or indicated or otherwise provided for herein, the Contractor shall, perform such work and furnish such materials if, and on such terms as are, mutually agreed between MST and Contractor.

In the event any work, materials or equipment which are mentioned, specified or indicated or otherwise provided for in the Contract or in the specifications forming a part of the Contract shall be required to be


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omitted from, in or about the work, the Contractor shall, if ordered in writing by the General Manager/CEO, omit the performance of such work and the furnishing of such materials or equipment. A deduction shall be made from the amount to be paid to the Contractor in an amount which the General Manager/CEO and Contractor shall determine and mutually agree to be the reasonable value of such work, materials or equipment. It is understood, however, that the amount of work, materials or equipment required by the Contract shall not, in accordance with the above provisions referring to additions and omissions, be increased or diminished so as to substantially alter the general character or extent of the Contract.

21.0 APPROVAL BY THE GENERAL MANAGER/CEO

The work shall be executed under the direction and supervision of the General Manager/CEO or authorized agent (s) on whose inspection all work shall be accepted or rejected. The General Manager/CEO shall have full power to accept or reject any materials furnished or work performed under the Contract, which do not conform to the terms and conditions set forth in the Contract documents.

22.0 DEFECTIVE OR DAMAGED WORK

Any material or equipment found to be damaged or defective at the time of delivery shall be repaired, replaced or corrected by the Contractor without additional cost to MST.

If the Contractor shall fail to comply promptly with any written order of the General Manager/CEO to repair, replace or correct damaged or defective work, then the General Manager/CEO shall, upon written notice to the Contractor, have the authority to deduct the cost thereof from any compensation due or to become due the Contractor. Nothing in this Section shall limit or restrict the provisions of the warranty of fitness as set forth in these general conditions and instructions for bidders.

23.0 DAMAGES

All loss or damage arising from any unforeseen obstruction or difficulties, either natural or artificial, which may be encountered in the progression of the work, or the furnishing of the supplies, materials or equipment, or from any action of the elements prior to the final acceptance of the work, or of the supplies, materials or equipment, or from any act or omission not authorized by these specifications on the part of the Contractor or any agent or person employed by it, shall be sustained by the Contractor.


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24.0 FAILURE TO COMPLETE CONTRACT

In case of failure on the part of the Contractor to complete Contract within the specified time or within authorized extension thereof, the Contract may be terminated and MST shall in such event not thereafter pay or allow to the Contractor any further compensation for any labor, supplies or materials furnished under said Contract. MST may proceed to complete Contract either by re-letting or otherwise, and the Contractor and the bondsmen shall be liable to MST for all excess loss or damage which it may suffer on account of the Contractor’s failure to complete the Contract.

25.0 PAYMENTS

Unless otherwise stated in the Specifications or Bid Forms, one hundred percent (100%) of the Contract price for each unit or units of material, equipment or services furnished and delivered under these specifications will be paid to the Contractor after delivery to and acceptance by MST. Payment will be made within thirty (30) days after invoices covering the said unit or units that were presented to MST by the Contractor.

26.0 ASSIGNMENT

Neither party shall assign, transfer, convey, sublet or otherwise dispose of the Contract or its right, title, or interest in or to the Contract or any part of it without obtaining in advance the written consent of the other party, which shall not be unreasonably withheld. The written consent must appear on the Contract or be attached to it.

27.0 WARRANTY OF TITLE

Title to all tires and/or equipment furnished under this contract shall be and remain with the contractor until such time as items are sold and payment is received in full.

28.0 PERFORMANCE WARRANTY

Contractor shall furnish MST with its standard warranty(ies) on defects in workmanship and materials applicable to the equipment furnished under the Contract as applicable. The standard warranties should be no less than the minimum requirements stated in the Technical Specifications. All warranties to commence on date of acceptance of delivery by MST.

It is understood and agreed that MST does not waive any warranty, either express or implied, in Section 2312 through 2317, inclusive, of the California Commercial Code, or any liability of the manufacturer or


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Contractor as may be determined by a decision of the court of the State of California or of the United States.

29.0 LIQUIDATED DAMAGES

It is agreed by the parties to the Contract that time is of the essence and in the event of delay in completion of the work or the delivery of the supplies, materials or equipment beyond the date set forth in the Contract documents, or beyond authorized extensions thereof, damage will be sustained by MST, and that it is and will be impracticable to determine the actual amount of damage by reason of such delay, and it is, therefore, agreed that MST shall be paid an amount set forth in the Special Provisions as Liquidated Damages. If no amount is set forth, the Contractor shall be liable for actual damages for each and every calendar day the completion extends beyond the date herein specified, which sum or sums will be considered as liquidated damages that MST will suffer by reason of said delay or default. If the delay in delivery is caused by strikes, government controls, or other causes beyond the control of the Contractor, an extension of time without liquidated damages liability shall be granted by MST upon a proper showing and finding by MST that the extension is justified.

30.0 COST AND PRICING DATA

In the event that there is only one bid and the amount of this Contract exceeds $100,000, cost and pricing data shall be submitted to MST by the bidder, if requested. Commercial or financial information considered as confidential and /or proprietary would not be subject to disclosure. MST will only disclose information that is required by law under the requirements of the Freedom of Information Act.

31.0 PROHIBITED INTERESTS

31.1 By submitting a bid, the bidder represents and warrants that neither the General Manager/CEO, nor any MST employee is in any manner interested directly or indirectly in the bid or in the Contract which may be awarded under it, or in any expected profits to arise there-from (State of California Government Code Section 1090 et seq.).

31.2 No member, officer, or employee of MST or any public entity during

his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in the Contract to be awarded.


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32.0 INDEMNIFICATION

The Contractor shall indemnify, keep and save harmless MST, its agents, officials, and employees, against all suits or claims that may be based on liability due to the sole error, omission, act or negligence of Contractor, its agents or employees performed in the course of the performance of this Contract. Where claim, liability or damage is the result of the joint negligence or willful misconduct of MST and Contractor, MST’s and Contractors’ duty of indemnification shall be in proportion to its allocable share of joint negligence or willful misconduct.

33.0 APPLICATION OF FEDERAL, STATE, AND LOCAL LAWS &

REGULATIONS

33.1 Federal Laws and Regulations

The Contractor understands that Federal laws, regulations, policies, and related administrative practices applicable to this Contract on the date the Contract was executed may be modified from time to time. Contractor agrees that the most recent of such Federal requirements will govern the administration of this Contract at any particular time, except if there is sufficient evidence in the Contract of a contrary intent. Likewise, new Federal laws, regulations, policies, and administrative practices may be established after the date the Contract has been executed and may apply to this Contract. To achieve compliance with changing requirements, the Contractor agrees to include in all agreements with subcontractors that Federal requirements may change and the changed requirements will apply to the Contact as required.

33.2 State or Territorial Law and Local Law

Except to the extent that a Federal stature or regulation preempts State or territorial law, nothing in this Contract shall require the Contractor to observe or enforce compliance with any provision thereof, perform any other act, or do any other thing in contravention of any applicable State or territorial law; however, if any of the provisions of the Contract would require the Contractor to violate any applicable State or territorial law, the Recipient agrees to notify MST immediately in writing in order that MST and the Contractor may make appropriate arrangements to proceed with the Contract as soon as possible.

33.3 Price Adjustments

If price adjustment is indicated, whether upward or downward, it shall be negotiated between MST and Contractor for changes that


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are mandatory as a result of legislation or regulation that have become promulgated and become effective between the date of proposal opening and throughout the term of the contract.

34.0 FAIR EMPLOYMENT PRACTICES

All Bidders must certify compliance with the requirements of the California Fair Employment Practices Act by properly executing the form entitled “Fair Employment Practices Certificate” which is provided for that purpose.

35.0 ENVIRONMENTAL, SAFETY AND HEALTH STANDARDS

COMPLIANCE

Contractor shall comply with applicable environmental statues, regulations and guidelines in performing the work under this Contract. The Contractor shall also comply with applicable Occupational Safety and Health standards regulations and guidelines in performing the work under this Contract.

36.0 HAZARDOUS CHEMICALS AND WASTE

The Contractor shall bear full and exclusive responsibility for any release of hazardous or non-hazardous chemicals or substances during the course of performance of this Contract. The Contractor shall immediately report any such release to the MST Director of Facilities and Maintenance. The Contractor shall be solely responsible for all claims and expenses associated with the response to, removal and remediation of the release, including, without limit, payment of any fines or penalties levied against MST as a result of such release and shall hold harmless, indemnify and defend MST from any claims arising from such release. For purposes of this section only, the term “claims” shall include:

• all notices, orders, directives, administrative or judicial

proceedings, fines, penalties, fees or charges imposed by any governmental agency with jurisdiction.

• any claim, cause of action, or administrative or judicial

proceeding brought against MST, its directors, or employees, or for any loss, cost (including reasonable attorney’s fees), damage or liability, sustained or suffered by any person or entity.

If the performance of the work outlined by these Contract specifications creates any hazardous wastes, those wastes shall be properly disposed of according to Federal, State and local laws, at the expense of the Contractor. The Contractor shall dispose of the wastes under its own EPA


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Generator Number. In no event shall MST be identified as the generator. The Contractor shall notify the Director of Facilities and Maintenance of any such hazardous wastes and MST reserves the right to a copy of the results of any tests conducted on the wastes and, at its cost, to perform additional tests or examine those wastes, prior to its disposition. The Contractor shall hold harmless, indemnify and defend MST from any claims arising from the disposal of the hazardous wastes, regardless of the absence of negligence or other malfeasance by the Contractor.

37.0 PREVAILING WAGE RATES Pursuant to appropriate sections of the Labor Code of the State of California, the Department of Industrial Relations has ascertained the general prevailing rate of wages (which includes employer payments for health and welfare, vacation, pension and similar purposes) applicable to a listed classification or craft for work at straight time, overtime, Saturday, Sunday and Holiday work. These wage rates are available through the California State Department of Industrial Relations, http://www.dir.ca.gov.


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SPECIAL PROVISIONS

Coordination of General Conditions, Technical Specifications and Special Provisions The General Conditions, Technical Specifications and Special Provisions are intended to be complementary and to describe and provide for complete work. In the event that there are inconsistencies or discrepancies between provisions contained in these components of the contract documents, the Technical Specifications and Special Provisions shall govern over the General Conditions. For clarification of the specifications, contact Sandra Amorim Purchasing Manager Phone: (831) 264-5884 [email protected] 1.0 PROJECT SCHEDULE

Listed below is the Project Schedule which outlines pertinent dates of which Proposers should be aware all times are Pacific Daylight Savings Time (PDT):

Activity Date

Date Issued August 29, 2019

Written questions/clarifications due to MST September 20,2019

MST responds to questions/clarifications September 27, 2019

Proposals are due By 5:00 p.m. October 11, 2019

Board of Directors Award November 4, 2019

2.0 FORM OF PROPOSALS

2.1 All proposals shall remain in effect for ninety (90) days from opening. MST reserves the right to postpone opening for its own convenience, and to reject any and all proposals.

2.2 Conditional proposals, or proposals which take exception to the

Specifications, may be considered non-responsive and may be rejected.

2.3 Proposals must be submitted on the form provided. Proposals

submitted on any other form may be considered non-responsive and may be rejected



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3.0 CHANGES TO SPECIFICATIONS

3.1 Changes to Specifications will be made by MST by written addendum and amendment only.

3.2 Requests for approved equals and clarification of Specifications

must be received by 5:00 p.m., PDT September 20, 2019. Any request for an approved equal must be fully supported with technical data, test results, or other pertinent information as evidence that the substitute offered is equal to or better than the specification requirement. Requests may be emailed to [email protected]

4.0 BRAND, MANUFACTURER, OR PRODUCT NAMES

4.1 Wherever brand, manufacturer or product names are indicated in these specifications, they are included ONLY for the purpose of establishing identification and a general description of the item. Wherever such names appear, the term “or approved equal” is considered to follow.

4.2 Specifying a brand name, component and/or equipment in this

specification shall not relieve the supplier from its responsibility to produce the product in accordance with the warranty and contractual requirements. The supplier is responsible for notifying MST of any inappropriate brand names, component and/or equipment that may be called for in the specifications, and to propose a suitable substitute for consideration.

5.0 PROPOSAL BOND A proposal bid bond is not required for this contract. 6.0 PROPOSAL PREPARATION Proposals and other materials submitted will become the property of MST.

No compensation will be made to firms for preparation, interviews, or other costs, nor does this commit MST to enter into contracts.

7.0 PROPOSALS Proposals must be submitted on the Proposal Form provided, signed, and

dated by an authorized officer of the company. All prices and notations must be printed in ink or typewritten. Errors may be crossed out and corrections printed in ink or typewritten adjacent and must be initialed in ink by the person signing the bid.



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8.0 QUALIFICATION OF PROPOSERS Proposers may be required, upon request, to prove that they have the skill

and experience and that they have the necessary facilities and ample financial resources to perform the Contract in a satisfactory manner and within the required time. The adequacy of such proof shall be determined by MST.

9.0 CORRESPONDENCE All correspondence related to the proposal or the contract must show “MST RFP # 19-07, TIRE LEASE AND SERVICE.” 10.0 REQUIRED DOCUMENTATION

To be considered responsive, the following materials must accompany any proposal submitted: 10.1 Affidavits noted in Federal Regulatory Clauses

a. Certificate of Debarment

b. Non-Collusion Certificate

c. Fair Employment Practices Certification d. Lobbying Certificate

e. Buy America Certificate f. Affidavit for Disadvantaged Business Enterprise

10.2 Bidder background and qualifications:

a. Background: The number of years the firm has been

operating. b. Current/Recent Clients: List at least three previous clients to

which the firm has provided services similar to those in the scope of work for at least one year. Identify: name and address of customer, contact person and telephone number, and a brief description of work performed.

c. Completed price proposal forms. d. Description of proposed services: Description should

include at a minimum, number of personnel to be assigned,


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estimated work hours per week, and description of the duties of the supervisor.

11.0 INSURANCE REQUIREMENTS

11.1 Liability Insurance

The Contractor shall, at its own expense, self-insure or `procure and maintain in full force and effect during the entire term of this contract, a comprehensive General Liability Insurance policy or policies in protection of MST and all MST employees, with a company or companies approved by the General Manager/CEO of MST and in a form satisfactory to the General Manager/CEO of MST, covering any loss or liability for bodily injury, death, or property damage which may arise out of operations of the Contractor in connection with the performance of this contract. The policy or policies shall provide a minimum combined single limit of Two Million Dollars ($2,000,000) per occurrence for bodily injury, death, or property damage. The policy or policies shall include, but not be limited to liability arising from operation of all vehicles, licensed or unlicensed, whether or not owned by Contractor, on or off MST premises. Each such policy shall name MST as Additional Insured. Each such policy shall also stipulate the following: a. Contractor shall not be held responsible for loss, damage,

liability, injury or death occasioned by the active negligent acts or willful misconduct of MST, its agents or employees. In the event that loss, injury or damage to a third part results from the negligent conduct of either contractor or MST, each party will bear any resulting liability to the extent that its own conduct contributed thereto. Notwithstanding any other provisions in this contract, in no case shall the Contractor be held responsible for consequential damages (including without limitation, lost profits, lost revenue, overhead, downtime, or any other speculative or indirect damages.)

b. That thirty (30) days advance written notice shall be given to

the General Manager/CEO of MST prior to cancellation, material change or expiration of the policy(ies).

c. Nothing contained herein shall prohibit Contractor from

maintaining deductibles or self-insured retention’s under its General Liability insurance Policy up to an in excess of the limits specified.


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11.2 Worker’ Compensation

The Contractor shall self-insure or procure and maintain in full force and effect during the entire term of this contract Worker’s Compensation Insurance in compliance with the laws of the State of California, for all its employees who come within the protection of those laws.

11.3 Insurance Certificates

Certificates of Insurance or certified copies of the insurance policies shall be delivered to MST within fourteen days of the signed contract.


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12.0 CRITERIA FOR AWARD

12.1 Proposals will be independently evaluated using the following criteria:

a. Cost of mileage rates b. Cost of services c. Proven ability to produce tires specified d. Frequency and adequacy of service proposed e. References f. Completeness of proposal to specification requirements g. Experience of firm

Proposer Name : _________________________ Evaluation Date ___________

Criteria Weight Score Weighted Score

Price Proposal 50%

Cost of mileage rates

Cost of Maintenance services

Technical Response 30%

Proven ability to produce tires specified

Frequency and adequacy of service proposed

Qualifications & Experience 20%

References

Completeness of proposal to specification requirements

Experience of firm

Total Weighted Evaluation Score

Ranking within proposals submitted

Evaluator Signature ________________________________________ Date _______________________________


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13.0 PERFORMANCE BOND A performance bond is not required for this contract. 14.0 CONTRACT COMMENCEMENT DATE The contract commencement date shall be thirty (30) calendar days after

execution of the written contract, Notice to Proceed, and receipt of a purchase order, if applicable, from MST.

15.0 LENGTH OF CONTRACT

The contract will be in effect for three years with up to two additional one-year options available, for a total of five years. Price for the first three years, for the mileage rate and service cost, will be a firm annual fixed price. The price for the two option years shall also be firm annual fixed prices, and MST has the right to exercises or not to exercise the option years. The two additional option years will be by mutual consideration of both MST and Contractor.

16.0 ACCEPTANCE OF PRODUCT AND SERVICE

16.1 Acceptance by MST of any equipment, supplies, or materials furnished under the Contract to be awarded shall occur only subsequent to the final inspection by authorized employees of MST.

16.2 Defective or nonconforming equipment, supplies or materials shall

be rejected by MST and the contract price shall be adjusted accordingly unless acceptable replacement is made.


Time is of the essence in performing these services and in the event of failure to perform the services as specified in any Contract, it would be difficult to determine the exact amount of the loss or damages suffered by MST due to the Contractor’s failure to perform the services: therefore the following damages are agreed to:

a. For every day of non-performance of these services, the Contractor

will be liable to MST, as liquidated damages and not as penalty, in the amount of five hundred ($500.00) dollars for each and every day the Contractor shall be in default. This clause will not apply to any failure to perform the services due to the acts of God, acts of the Public Enemy, acts of the Government (in either its sovereign or contractual capacity), fires, floods, strikes and unusually severe weather, provided that the Contractor shall, within five (5) days of


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any such failure to perform, notify MST in writing of the causes of same and the facts relating to the circumstance.

b. MST shall consider the facts and ascertain if the facts justify

excusing damages for non-performance. The decision of MST shall be final.

c. Any failure to perform due to shortages in personnel, materials and

equipment will not be considered excusable. The Contractor, by accepting any Contract, warrants that it has the necessary material, facilities, equipment and personnel to perform said services.

d. Nothing in the above clauses shall be interpreted as limiting, in any

way, MST’s right to proceed against the Contractor for damages or losses due to failure to perform as defined above. MST reserves the right to deduct said liquidated damages from any amount due the Contractor under any Contract or, at its option, to collect such liquidated damages directly from the Contractor or its surety.

18.0 DELIVERY

18.1 All tires shall be delivered, F.O.B. destination to either:

Monterey-Salinas Transit One Ryan Ranch Road Monterey, CA 93940

Monterey-Salinas Transit 443 Victor Way Salinas, CA 93906

18.2 All tire removals and deliveries shall be made between 8:00 a.m. and 4:00 p.m. Monday through Friday. Contractor shall be responsible for loading and or unloading, documenting the receipt of tires, supplies and proper storage of tires.

18.3 Used tires, when available but only after inspection by MST, shall be removed from MST facilities by the Contractor.

18.4 The number of used/scrapped tires stored on MST property shall

not exceed a quantity mutually agreed upon by and between MST and Contractor. Overages beyond this quantity shall subject Contractor to Liquidated Damages (see 17.0 (a)).


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19.0 QUANTITIES

The quantities listed are the estimated annual requirements of MST based on current usage. MST does not guarantee, either expressed or implied, to lease these amounts, but the right is reserved to lease any greater or lesser quantities. Adjustment to the monthly service charge for addition or deletion of service locations, or personnel required, will be subject to adjustment in manpower, equipment, and supplies determined on a mutually agreeable basis.

20.0 RIGHTS AND REMEDIES OF MST The rights and remedies of MST provided herein shall not be exclusive

and are in addition to any other rights and remedies provided by law or under the Contract.

21.0 BINDING EFFECT All of the terms, provisions and conditions of the contract thereunder shall

be binding upon the parties hereto and their respective successors, assigns and legal representatives.

22.0 ATTORNEY’S FEES

If any legal proceeding should be instituted by either of the parties to enforce the terms of this Contract or to determine the rights of the parties hereunder, the prevailing party in said proceeding shall recover, in addition to all court costs, reasonable attorneys fees, fees and expenses of any expert witness called to testify, and all other recoverable damages and costs. These fees and cost shall be taxed as costs in that proceeding, and shall not necessitate the filing of a separate attempt to recover.

23.0 GOVERNING LAW This Contract shall be governed and construed in accordance with the

laws of the State of California. Venue shall be within County of Monterey, California.

24.0 WAGE AND PRICE REGULATIONS

If the Federal Government should reinstate wage-price regulations which are applicable to the services pursuant to the bid, Contractor shall comply with the provisions of such laws and regulations.


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TECHNICAL SPECIFICATIONS 1.0 GENERAL

Monterey-Salinas Transit District’s (MST) intends to enter into a contract for the leasing of tires on a mileage basis and related, on-site tire service and support. The intent of this Contract is to limit, reduce, or altogether remove MST’s involvement in tire-related work, except where specifically required. MST currently operates eighty-seven (87) public transit buses and thirty-two (32) support vehicles in Monterey County, California. These specifications describe the rental and service requirements for leasing, maintaining, servicing, and supporting tires for MST’s fleet. The fleet currently consists of vehicles with leased tire sizes as listed in APPENDIX A. MST will exercise a tire “run-out” lease option with Goodyear Tire and Rubber Company, MST’s current tire leasing company. The new tire leasing company will remove these older leased tires as described in 4.0 TIRES and replace them with new, leased tires.

2.0 DEFINITIONS

2.1 CONTRACTOR

Successful tire leasing company, responsible for adhering to the specifications, contract terms and conditions, and day-to-day direction as provided by this Contract or by MST staff.

2.2 TIRE

A casing with valve stem for a tubeless-type tire.

2.3 RIMS/WHEELS

Rims and/or wheels shall mean the equipment upon which tires are mounted. Rims and/or wheels shall be of sizes and types that conform to the approved standards of the Tire and Rim Association of America, Inc. and by that of MST’s minimal acceptable standards.

2.4 VEHICLE MILES

Vehicle miles are the actual number of miles traveled. MST shall determine actual vehicle miles traveled through a mechanical or electronic instrument that accurately records mileage of each vehicle; by using vehicle maintenance records; or by any other method designed to provide reliable and accurate mileage information.


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2.5 MILEAGE RATE

Mileage rate is the per mile rate MST pays the Contractor for the use of Contractor manufactured and installed tires. Mileage rate only applies to tires that are specifically mounted and used on MST vehicles.

2.6 SCRAP TIRES

Scrap tires are permanently unfit for service and shall mean any tire, which because of damage or use, has reached its useful life and shall no longer be used or mounted on any MST vehicle.

2.7 DAMAGE, ABUSED, LOST TIRES

Damaged and/or abused tires are tires that have not accumulated mileage equal to or greater than its useful life, but must be removed from service for obvious safety reasons. Tires that are damaged beyond repair and have been removed from MST service shall be billed to MST

1. Determining the remaining, useful rubber tire

(32nds of an inch)

2. Multiplying the above number by the appropriate

and applicable contract rate

If for any reason, a tire cannot be inspected to determine and apply the above calculations, MST shall pay no more than fifty percent (50%) of the current and fair market value of a similar tier, unless Contractor can provide an accurate and auditable accounting record of that tire’s mileage just prior to the loss.

2.8 DESCRIPTION OF MST FACILITIES AND OPERATING HOURS

Currently, MST operates out of two (2) Divisions within Monterey County. a) Thomas D. Albert (TDA) Division is located at One Ryan

Ranch Rd, Monterey, CA 93940. Approximate operating

hours: Sunday through Saturday, 5:00 a.m. – 1:00 a.m.

b) Clarence Jack Wright (CJW) Division is located at 443 Victor

Way, Salinas, CA 93907. Approximate operating hours:

Saturday through Sunday, 5:00 a.m. – 1:00 a.m.


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MST is in the process of designing and building a third operating facility in King City, CA. The parties will meet negotiate additional contract terms and conditions prior to MST opening and operating this Division.

2.9 The following describes the approximate number of vehicles

assigned to each divisioncheck these numbers with Michelle and

Tony:

TDA – MONTEREY CJW – SALINAS

REVENUE BUSES 48 39 SUPPORT VEHICLES 17 15 NOTE: Vehicle location and distribution may change on a daily basis

3.0 STATEMENT OF WORK – SERVICE PORTION OPTION

Each proposer shall provide specific information to effectively demonstrate their capability to perform all of the work, services, and support as described and required for this contract. The proposer must at a minimum:

Regularly engage in the manufacturing of heavy-duty bus tires of the size and construction as specified in the technical specifications.

Have experience in tire leasing, servicing, maintaining, and supporting of tires for a fleet of at least one-hundred (100) or more heavy-duty buses, commercial trucks, and other support vehicles.

Provide sufficient supervision, frontline workforce, resources, materials, and equipment to adequately and successfully perform this service.

Provide a detailed contract transition and service start-up plan that ensures a smooth transition between the current Contractor and new Contractor. The plan shall not disrupt MST’s normal operation or negatively affect MST’s ability to fulfill its daily service requirements.

The Contractor shall perform the following tasks:

3.1 Make all tire and wheel changes to and from the vehicles and

torque lug nuts in accordance with the vehicle manufacturer’s

specifications. Contractor will replace wheel lug nuts. MST will

replace wheel studs. Contractor shall clean and polish each

wheel at each tire or wheel position change.


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3.2 Maintain at each operating division, a minimum of one (1) spare tire

per support vehicle and ten (10) spare bus tires per each bus

series, or each tire type. Failure to maintain adequate stock shall

subject Contractor to Liquidated Damages (LD).

3.3 Mount and dismount tires from rims and supply the necessary tools,

and equipment to perform such service. MST currently has on

hand, at each operating division: one-inch air guns, tire bars, air

hoses, tire inflators, balancers and inflation gauges, hydraulic jacks,

safety stands, vehicle lifts and hoists.

3.4 Recap tires in accordance with applicable state and federal

regulations and supply the necessary tools and equipment to

perform such service. Recaps shall be an intra-city bus design that

does not have a heavy or aggressive tread. There shall be a

smooth transition from the cap to the tire wall. MST shall approve

the retread and methods of retreading. Contractor may recap tires

no more than twice (two times). MST does not own or provide tire-

recapping equipment.

3.5 Contractor shall spin-balance, install, and remove mounted tires on

all buses. Contractor shall spin balance tires installed in steering

(front) positions on all buses. Contractor shall spin balance all tires

installed on support vehicles.

3.6 MST will furnish sufficient space at each operating division for the

storage, repair, and care of tires. See DELIVERY 18.4 –

scrap/used tire storage requirements.

3.7 MST will provide all tire related road repair service. If Contractor’s

performance is attributed to road failure – Liquidated Damages

shall be assessed.

3.8 Contractor shall handle, receive, load, unload, deliver, remove and

pick-up tires at MST’s operating divisions. All tire deliveries and tire

removal services shall be scheduled at least twenty-four (24) hours

in advance and handled by Contractor. Contractor must be

available and on-site to receive, unload, load, put-away, move, and

store all tires at time of delivery, pick-up, or removal. Shipments

and removal services without prior approval may be rejected. MST

may handle tire shipments and removal services in the event


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Contractor is physically unavailable. In this case, MST shall bill

Contractor at a rate of one-hundred dollars ($100) per hour for

these services.

3.9 Contractor shall be responsible for keeping all records of tire

location and supplying a monthly report by vehicle number, listing

individual brand tire numbers, tire locations, monthly mileage, and

total accumulated mileage. Monthly invoicing shall be computer

generated and provided to MST electronically and as a hardcopy,

with an easy to understand formula, indicating miles being charged

and tire usage rate.

Proposers shall provide a sample of their invoicing format with proposals. Records will be maintained on a monthly basis for each bus with the following information: a) Inventory of tires will be provided to MST for each operating

facility monthly. Contractor shall be responsible for

maintaining and providing (upon inspection) accurate

inventory accounting records.

b) Recorded bus tire miles for each bus at each operating

division or other location through a format approved by MST.

The information recorded shall include:

1. Beginning and ending mileage

2. Rolling tires on equipment, including spares

3. Tire mileage for each type of tire in fleet

4. Tires removed from service

5. Full accounting for scrapped and damaged tires

6. Monthly report describing all tire misalignments,

air pressure checks, air pressure adjustments,

wheel nut torque checks

7. Weekly tread depth report of every bus shall be

submitted to specific MST staff


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3.10 Keep all tires inflated to conform to approved standards of the Tire

and Rim Association of America, Inc. and perform inspections to

include as a minimum:

a) Pressure check with tire inflation gauge

b) Check and record tread depth with tire tread depth gauge

tool

c) Ensure each vehicle in fleet is pressure checked at least

every thirty (30) days

d) Report all defects in writing

e) Notify MST staff is vehicle is unsafe and should be placed

“out of service” due to defects that cannot be immediately

repaired prior to vehicle pulling out

3.11 Furnish an “average scrap tire mileage” report no later than the

10th of the month on a quarterly basis.

3.12 Maintain legible and accurate records on all existing tires

throughout the life of the contract. Contractor shall make these

records available for MST inspection upon request.

3.13 Ensure all valve stems are accessible by correcting any dual wheel

assemblies that have misaligned hand holes.

3.14 Every tire billed must have a complete history of applications and

mileage and reason scrapped.

3.15 Furnish a complete tire inventory to MST monthly showing

individual tire brand number, position, tread depth (at time of

report), and cumulative mileage.

3.16 Employ an adequate number of personnel to:

a) Perform all tire-related work as described in this Contract.

The intent of this Contract is to prevent MST employees

from performing this work.


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b) Keep on hand a sufficient number of spare tires and

mounted tires for buses to ensure continuous operation of

MST’s transit services and daily operational requirements.

3.17 Contractor personnel will be required to drive MST buses and

service vehicles. Contractor personnel must have a current and

valid California Class “C” Drivers License. Contractor personnel

will not operate MST buses outside of bus parking yards.

3.18 Contractor personnel must furnish to MST for inspection, a three (3)

year Department of Motor Vehicle (DMV) Record prior to any on-

site activity. MST reserves the right to dismiss any Contractor

employee.

3.19 Contractor shall not use MST facilities, equipment, or materials to

train employees for other Contracts (potential, existing, or

otherwise).

3.20 Contractor is responsible for the maintenance and care of all

equipment used (Contractor or MST-owned) used to perform their

regular duties. Upon request, Contractor shall return to MST

facilities anytime a tire-related failure or tire-related safety issue

arises that requires Contractor to perform specific tire-related work

(lug nut inspection, tire equipment inspection, accident related to

tire failure, etc.).

3.21 Contractor is responsible for the cost, installation, maintenance,

and use of Contractor-provided equipment. Any electrical, building,

or other modification to MST property shall be submitted to MST in

writing prior to implementation. MST reserves the right to modify or

deny Contactor submissions.

3.22 Valve stem caps shall be metallic, air-through type.

3.23 Contractor shall furnish all tools, materials, and equipment required

to perform work. Contractor may use MST-owned tools, materials,

and equipment with prior approval from authorized MST staff.


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3.24 MST shall bill Contractor for actual time and materials used by MST

or their vendors for all tire-related service calls resulting from poor

workmanship by the Contractor:

a) MST LABOR $100 per hour

b) TOW TRUCK Actual Cost

3.25 Contractor shall sweep, mop, and thoroughly clean all work areas

prior to end of business day. Contractor shall ensure all equipment,

tools, machines, hoses, and any other items used throughout the

course of the workday is returned to its assigned location, properly

stored, and safely secured.

3.26 SPECIAL QUALIFICATIONS

Every Contract employee shall meet the following minimum requirements: a) Be a lawful and legal resident of the United States of

America (USA) and have the appropriate work

authorizations, where applicable.

b) Be a lawful and legally licensed driver for a minimum of five

(5) years

c) Be literate in English to the extent of reading, writing, and

understanding printed regulations, written orders and

instructions, and be able to compose reports that convey

complete and legible information.

d) Be able to verbally communicate in English.

e) Possess the capability to acquire a good working knowledge

of all duty requirements within the terms of this contract.

3.27 SUPERVISORY REQUIREMENTS

Contractor shall provide supervisory personnel as part of the services under this Contract: a) Contractor shall assign a supervisor to this project. The

supervisor shall be on-site monthly. Supervisor shall meet

with MST staff in-person to review the Contract, performance


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of Contractor personnel, and to discuss and resolve service,

or personnel-related issues. Suggest adding $500 LD for

failing to comply with this requirement.

b) Supervisor shall answer calls, respond to emails, and make

themselves available to MST upon request.

c) Supervisor shall provide qualified, on-site replacement

personnel in the event of an absence lasting more than two

(2) working days.

d) If a tire-related safety issue (loose lug nut, tire failure,

equipment failure, etc.) occurs after hours – Contractor shall

return to MST’s facilities to inspect, perform work, or resolve

all issues. Contractor staff shall respond within two (2) hours

of MST’s call. Suggest adding LD here, too.

e) MST reserves the right dismiss Contractor employees.

Contractor shall provide a replacement employee within two

(2) business days.

f) MST reserves the right to modify working hours, days, shifts,

and schedules of Contractor on-site employees.

g) Prior to operating MST vehicles, MST will train up to two (2)

Contractor employees on the safe operation of MST

vehicles. Additional training for new employees must be

coordinated and approved by MST.

h) Contractor personnel shall wear safety uniforms at all times

with high visibility and reflective safety striping, including a

logo that clearly identifies Contractor’s Tire Service

Company.

i) The Federal Transit Administration (FTA) requires MST to

provide a drug and alcohol-free work environment.

Contractor must ensure its employees assigned to work on

MST properties participate in a FTA approved Drug and

Alcohol Program. Contractor shall submit to MST’s Risk

Manager, on a required and timely basis, all required FTA

approved Drug and Alcohol reports.


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4.0 TIRES

MST will not be obligated to use tires that, because of condition, interfere with the use, operation, or safety of its vehicles. MST and the Contractor shall jointly agree as to the condition of tires that might unreasonably interfere with the use, operation, or safety of its vehicles. The Contractor shall remove such tires from service upon determining tire condition. If the parties cannot agree as to the condition of tires – MST reserves the right to require Contractor to remove and replace tires that may cause a safety issue. Upon request, Contractor shall be required to identify to MST all removed from service. MST and the Contractor shall jointly determine if removed tires shall be scrapped. No tires shall be delivered within six (6) months of the termination date of the Contract without prior written authorization from MST. Contractor shall adhere to the following minimum specifications: 4.1 Construction and materials of tires shall be subject to MST’s

approval. Standard tire shall be tubeless, radial ply, intra-city

“mileage” tires with construction as currently in use in the transit

industry.

4.2 Wheels are and shall remain the property of MST. Contractor shall

not remove, dispose, or discard of any wheels without prior written

authorization from MST.

4.3 All tires provided must be new.

4.4 All tires supplied shall have a minimum Load Range H, and a

minimum of 23/32 of an inch, of total tire read depth.

4.5 All tires must be individually branded by Contractor – clearly

signifying its logo and/or brand.

4.6 Contract shall remove and replace tires at the following tread

depths:

a) Front Tires 4/32 of an inch

b) Rear Tires 2/32 of an inch


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4.7 Tires may be recapped (no more than twice) so long as 3/32 of an

inch under tread remains after recapping.

4.8 Contractor shall stamp all recapped tires to clearly identify “first” or

“second” recap. Recaps shall have a minimum tread depth of

20/32 of an inch.

4.9 Recapped tires shall never be used on front wheels. Failure to

adhere shall subject Contractor to LD’s and possible cancellation of

Contract.

4.10 MST may require all new tires on all wheels for specific seasonal

(summer or winter) service, example: Line 22 Big Sur.

4.11 The difference in circumference of tires matched for use as rear

duals shall not exceed 0.5 inches.

4.12 Specifying a brand name, components, and/or equipment in this

specification shall not relieve the Contractor from its responsibility

to produce or employ products in accordance with the warranty and

contractual requirements contained in these specifications and

advising MST of a proposed substitute for consideration.

4.13 Contractor shall submit to MST, any “similar or approved equal”

tires, materials, tools, or equipment for final approval prior to use or

implementation.

4.14 Upon MST’s request, Contractor shall install wheel lock indicators

provided by MST.

5.0 NUMBER OF TIRES

5.1 Contractor shall maintain a sufficient supply of tires required to

guarantee continuity MST services at all times. In the event of a

manufacturing delay in supplying tires due to a strike or work

stoppage, Contractor will, to the extent possible and prior to the

effective date of the strike or work stoppage, procure additional

spare tires to maintain sufficient MST supply and stock.

5.2 MST reserves the right to add, delete, or modify locations of tire

storage, repair, and/or service.


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5.3 For testing purposes, MST reserves the right to install tires of a

make and manufacturer other than that of the Contractor’s on its

vehicles.

5.4 Contractor may install “test” tires on MST’s vehicles provided:

a) Testing is strictly for the purpose of determining their

benefits to MST’s operation

b) “Test” tires are no additional cost to MST

c) MST authorizes and approves “testing” prior to installation

6.0 DAMAGE OR LOSS OF TIRES

6.1 MST shall be liable for tires rendered “unfit” or “unsafe” for service

through accident or negligence specifically attributable to MST or

MST’s employees. Contractor shall repair damaged tires that can

be repaired and made useful. The cost for any tire damaged

beyond repair by accident or negligence or acts of MST’s

employees shall be borne by MST.

The cost of the tire shall be calculated based on the unused mileage – assuming a maximum tire life of: a) 45,000 miles for new tires

b) 18,000 miles for retreads

c) Actual six-month average mileage if greater than assumed

life

The cost of the damaged tire shall not exceed the cost of the replacement tire. Contractor shall provide and keep current, proof of current market price for the sizes and types of tires to be provided as MST may require for the execution of this paragraph.

6.2 MST will provide a safe and suitable space for the storage of spare

tires and will pay Contractor the amount of any damage or loss

arising from non-vehicular accident, fire, loss, theft, or vandalism of

said tires, provided; however, that MST shall not make payment to

Contractor in cases where damage or loss is the result of the

negligence or intentional acts of the Contractor, its employees,


38

and/or its vendors. The value of tires for determining the amount of

any damage or loss under this provision shall be determined in

accordance with the payment calculation as set forth in Section 6.1

above.

6.3 In accordance with Section 18.0 DELIVERY, the number of used/scrapped tires stored on MST property shall not exceed a quantity mutually agreed upon by and between MST and Contractor. Overages beyond this quantity shall subject Contractor to Liquidated Damages. Contractor shall endeavor to remove used/scrapped tires as quickly as possible. MST reserves the right to demand removal of used/scrapped tires when appropriate. Delays in pick-up and removal of used/scrapped tires may result in Liquidated Damages. (see 17.0 (a)). a)

7.0 VEHICLES

7.1 Future Purchased Vehicles

Contractor shall provide tires directly to MST bus manufacturers during the build process so that buses are equipped with Contractor tires, upon arrival to MST. Tires shall be new and shall conform to the specifications contained in this contract.

7.2 Removal of Buses from Service

a) To the extent possible, MST shall provide thirty (30) days

written notice to Contractor when permanently disposing of,

selling, decommissioning, or removing a vehicle from its

fleet.

b) Prior to final disposal, Contractor shall:

1. Remove tires and store for future use

2. Authorize MST to sell tires at a price set by

Contractor

c) Anytime MST discontinues, sells, disposes of, or

decommissions vehicles that use a particular tire size and of

which are no longer used on any other MST vehicles –


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Contractor shall remove all (new and used) tires from MST’s

facilities at no cost.

d) To the extent possible, MST shall provide advanced notice

of vehicle disposition, so Contractor can prepare for the

disposal and/or transfer of discontinued tires.

e) The parties shall negotiate a mutually agreeable settlement

for the removal or sale of the partially used tires remaining in

spare stock upon termination of the tire size requirement.

7.3 Leased Vehicles

MST represents and warrants it has the right to operate all vehicles within its fleet. If during the term of the Contract, MST acquires the right to operate any vehicle not owned by MST, pursuant to a rental or other arrangement with the owner of such vehicles (Leased Vehicles), MST shall notify the Contractor of the existence and details of such arrangement and shall use its best efforts to provide that all Leased Vehicles will be furnished to MST by the owner without tires so that they may be operated and equipped with Contractor’s tires. MST will obtain from the owner, an agreement acceptable to and for the benefit of Contractor’s ownership and rights to possession of all tires supplied, and owner waives any and all rights with respect thereto by virtue of their use on Leased Vehicles, or otherwise. After obtaining such agreement from the owner of the Leased Vehicle equipped with tires supplied by the Contractor, MST shall have the same options with respect to tires (including spares) as provided with respects to buses sold by MST. The term “Leased Vehicles” shall not include any vehicles rented for temporary use during any period less than ninety (90) days.

8.0 RECORDS AND REPORTS

8.1 Contractor shall furnish MST records and reports indicating and

showing all service and work performed by the Contractor,

recorded and documented daily and supplied to MST for entering

into MST’s Enterprise Asset Management system (EAM).

8.2 Contractor shall supply the complete mileage history of:

a) Each tire, on each vehicle


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b) By vehicle number

c) By Wheel Position

d) Monthly mileage

e) Total accumulated mileage to date

f) Individual tire brand number for each tire

8.3 The average tire mileage for each specific type of tire in MST’s fleet

8.4 A summary of all tires removed from service by the Contractor

during the previous month.

8.5 A summary of all tires that were recapped by brand number, by the

Contractor during the previous month.

8.6 A list of air pressure checks and tire condition by bus number,

completed during the previous month.

8.7 A weekly tread depth summary for every vehicle including:

a) Date and time of the report

b) Location (MST facility)

c) Bus number

d) Tread depth indicated (using authorized tread depth tool)

e) MST employee who received report

f) Notes related to the MST fleet

8.8 A detailed quarterly summary report of all damaged, destroyed,

scrapped tires, to include the specific:

a) Vehicle numbers

b) Dates on which the damage occurred

c) Tire brand number


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8.9 Contractor shall conduct and complete a physical inventory every

six (6) months, or sooner, if requested by MST, reporting all tires by

location and position on the vehicle, including spares and spare

stock.

8.10 MST shall maintain an accurate record of the number of miles

accumulated by each bus and render the report to Contractor by

the 10th of each month – for the previous month.

9.0 PAYMENT TO CONTRACTOR

9.1 Contractor shall submit its invoice for tire mileage and service no

later than the 25th day of the month following the month in which

the mileage was accumulated. Contractor may submit a separate

invoice to MST for tires lost, damaged, or sold.


ASSESSMENT OF DAMAGES 10.1 MST shall assess Liquidated Damages upon Contractor anytime a

vehicle is not available for revenue service due to out of stock tires

at MST property at the following rate:

a) $500 per bus, per day

10.2 MST shall assess Liquidated Damages upon Contractor at the rate

of $500 for each tire deemed illegal either on a vehicle, or in the

yard and available for revenue service that falls below the minimum

tire tread depth of:

a) Front Tires 4/32 of an inch

b) Rear Tires 2/32 of an inch

10.3 MST shall assess Liquidated Damages upon Contractor anytime a

lug nut is found missing, or loose, and service records indicate the

Contractor was in fact, last to work on said tires at the following

rate:

a) Missing Lug Nut $1000 per incident

b) Loose Lug Nut $500 per incident


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10.4 Other than road-calls not attributable to Contractor’s performance,

MST shall assess Liquidated Damages upon Contractor anytime

MST or a non-Contractor employee performs tire-related work to

correct or prevent an issue that should have otherwise been

corrected by Contractor at the following rate:

a) $100 per hour, per employee (if more than one)

10.5 Upon receipt of Liquidated Damages, Contractor shall have ten (10)

calendar days in which to dispute. Contractor shall notify MST in

writing, their intent to dispute said Liquidated Damages. Contractor

shall provide, in writing, the specific reasons for disputing

Liquidated Damages and include, at a minimum the following:

a) Date(s) in dispute

b) All relevant information, documentation, pictures, and other

evidence supporting their dispute

Upon receipt of Contractor’s written dispute, the parties shall select a date to conduct an in-person meeting; said meeting shall occur within ten (10) working days of receipt by MST. MST’s Purchasing Manager, the Deputy Chief Operating Officer, or a designated appointee of MST shall conduct this meeting. The parties shall review each Liquidated Damage assessed in detail and endeavor to identify the root problem leading to the Liquidated Damage and attempt to implement a resolution that prevents the action from recurring. Within five (5) working days of conclusion of said meeting, MST will issue a written response to Contractor that reduces, modifies, or removes any and/or all Liquidated Damages. The letter shall also indicate the reason(s) supporting MST’s position. Upon receipt of the letter, Contractor shall have five (5) working days to dispute MST’s findings to MST’s General Manager/CEO by sending written correspondence to MST.


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If disputed, MST’s General Manager/CEO will review all relevant information and issue a final finding in writing that either reduces, modifies, or removes and and/or all Liquidated Damages. The General Manager/CEO’s final finding shall stand and cannot be disputed. Contractor’s repeated failure to perform under the terms of this Contract; and/or continual failures that result in Liquidated Damages may be grounds for Contract termination.

11.0 CURRENT INVENTORY

MST’s current inventory of tires, recaps, and casings owned and/or leased (run out option) by MST will continue to be used until Contractor personnel removes inventory from service at no additional cost. Contractor will supply mileage tires and recaps to replace MST’s current inventory on a unit-by-unit basis, as MST tires are “run out”. Front and dual tires must be matched tires. MST plans to recap original tires currently in use.

12.0 PURCHASE OF LEASE TIRES

12.1 At the conclusion of the Contract, MST reserves the option to

purchase all, or part of Contractor’s inventory, or upon written

notification, at least thirty (30) days prior to Contract end, MST may

exercise an option to continue leasing Contractor’s tires for up to

thirty-six (36) months, based upon the following:

a) The rental/lease rate shall be the rate in effect during the

one-year (1) period immediately preceding the expiration

date of the Contract.

b) MST shall continually use such tires, insofar as practical on

its highest-mileage routes, until such tires have reached their

intended useful life.

c) Contractor requires no additional tires, services, equipment,

materials, or supplies during such extension, unless jointly

agreed upon by the parties.

d) Upon expiration of Contract, or as extended, MST shall pay

for any mileage remaining thereon at the rental rate in effect

immediately preceding the expiration date of the Contract.

The remaining mileage shall be calculated in accordance

with Section 6.0, paragraph 6.1 of this document.


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e) Any payment for tires purchased by MST under this

paragraph shall be made within thirty (30) days of MST’s

receipt. MST will acquire such tires as is, and Contractor

makes no warranties as to the condition or fitness for

continued use of such tires.


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FTA REGULATORY COMPLIANCE CLAUSES

Reference to “Bidders and bids” is interchangeable to references to “Proposer and proposals”

1.0 FTA FUNDING REQUIREMENT

This project may be financed in part by the Federal Transit Administration. Accordingly, federal requirements apply to this Contract and if those requirements change then the changed requirements shall apply to the project as required. Notwithstanding any involvement of the FTA in this Contract, the federal government shall have no obligations or liabilities to any third-party Contractor. MST and the Contractor/Consultant recognize that the requirements of the Program Fraud Civil Remedies Act of 1986, as amended, 49 U.S.C. 3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies, “ 49 CFR Part 31, apply to actions pertaining to this Contract. MST and the Contractor/Consultant also agree to comply with the requirements of 49 U.S. C. 5323 (h) (2) by refraining from the use of any FTA assistance to support procurements using exclusionary or discriminatory specifications. MST also agrees to refrain from using state or local geographic restrictions unless otherwise allowed by FTA.

2.0 MAINTENANCE, AUDIT AND INSPECTION OF RECORDS

The Contractor/Consultant shall permit the authorized representatives of MST, the United States Department of Transportation and the Comptroller General of the United States to inspect, audit, make copies and transcriptions of all work, materials, payrolls and other data and records of the Contractor/Consultant relating to its performance under the Contract. The Contractor/Consultant shall maintain all such records for a period of three (3) years after MST makes final payment under this Contract.

3.0 INTEREST OF MEMBERS OF, OR DELEGATES TO CONGRESS

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 from it.

4.0 CONSERVATION

The Contractor/Consultant shall recognize mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42U.S.C. Section 6321 et seq.).


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5.0 TITLE VI COMPLIANCE

During the performance of this Contract, the Contractor/Consultant shall comply with all requirements of the Civil Rights act of 1964, as amended; the regulations relative to nondiscrimination in federally-assisted programs of the Department of Transportation Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time; and any implementing requirements of FTA; all of which are incorporated by reference and made a part of this Contract.

6.0 EQUAL EMPLOYMENT OPPORTUNITY

In connection with the execution of this Contract, the Contractor/Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, gender, disability, age, national origin, ancestry, marital status, pregnancy, medical condition, or sexual orientation. The Contractor/Consultant shall take affirmative action to insure that applicants are employed, and the employees are treated during their employment, without regard to their race, color, religion, gender, disability, age, national origin, ancestry, marital status, pregnancy, medical condition, or sexual orientation. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor/Consultant shall comply with any implementing regulations FTA may issue.

7.0 ACCESS REQUIREMENTS FOR INDIVIDUALS WITH DISABILITIES

The Contractor/Consultant agrees to comply with all applicable requirements of the American with Disabilities Act of 1990 (ADA), 42 U.S.C. Sections 12101 et seq. and 49 U.S.C. 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 612; and implementing regulations and requirements of FTA, as amended.

8.0 PATENT RIGHTS

If any invention, improvement or discovery of the Contractor/Consultant is conceived, or first actually reduced to practice in the course of or under this Contract which invention, improvement or discovery may be patentable under the patent laws of the United States or any foreign country, the Contractor/Consultant shall immediately notify MST and provide a detailed report. The rights and responsibilities of MST, the Contractor/Consultant and the Federal Government with respect to such


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invention will be determined in accordance with applicable federal laws, regulations, policies and any waivers thereof.

9.0 RIGHTS OF DATA

9.1 The term “subject data” as used herein means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under this Contract. 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 does not include financial reports, cost analyses and similar information incidental to project administration.

9.2 The following restrictions apply to all subject data first produced in

the performance of this Contract:

a. Except for its own internal use, the Contractor/Consultant may not publish or reproduce such data in whole or in part, or in any manner or for, nor may the Contractor/Consultant authorize others to do so, without the written consent of MST and the Federal Government until such time as the Federal Government may have either released or approved of the release of such data to the public.

b. As Authorized by 49 C.F.R. Par 18.34, the Government

(FTA) reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government purposes the subject data described above. As used in the previous sentence, “federal government purposes” means only for the direct purposes of the federal government. Without the copyright owner’s consent, the Federal Government may not extend its federal license to other parties.

9.3 When FTA provides assistance to MST for a project involving

planning, research, development or demonstration, it is FTA’s intent to increase the body of mass transportation knowledge rather than to limit the benefits of the project to those participating parties. Therefore, MST, a recipient of FTA assistance to support planning, research, development or a demonstration financed under Section 4(I), 6, 8, 9, 18(h), or 20 of the Federal Mass Transit Act of 1964, as amended, understands and agrees that, in addition to the rights set forth in Subsection 119.b (2) of Part II of the Grant Agreement, FTA may make available to any FTA recipient, sub-grantee, sub-recipient, third-party Contractor or third party subcontractor, either


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FTA’s license in the copyright to the “Subject Data” derived under the Contract or a copy of the “Subject Data” first produced under the Contract.

9.4 The Contractor/Consultant shall indemnify and hold harmless the

Federal Government and its officers, agents, and employees and MST, its officers, agents and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Contractor/Consultant of proprietary rights, copyrights or rights of privacy, arising out of the publication, translation, reproduction, delivery, performance, use or disposition of any data furnished under this Contract.

9.5 Nothing contained in this section shall imply a license to the

Federal Government or MST, be construed as affecting the scope of any license of other right otherwise granted to MST under any patent.

9.6 Subsections 9.2 and 9.3 above are not applicable to material

furnished to the Contractor/Consultant by MST and incorporated in the work furnished under the Contract; provided that such incorporated material is identified by MST at the time of delivery of such work.

9.7 In the event that the work which is the subject of this Contract is not

completed, for any reason whatsoever, all data generated under this Contract shall become subject data as defined in this section and shall be delivered as MST may direct.

10.0 COVENANT AGAINST GRATUITIES

Contractor/Consultant shall not offer or provide gifts, favors, entertainment, or any other gratuities of monetary value to any official, employee, or agent of MST during the period of this Contract or for a period of one year thereafter.

11.0 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION

The Contractor/Consultant shall submit prior to execution of this Contract, documentation showing that neither the Contractor/Consultant nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction by any federal department or agency. For this purpose, the Contractor/Consultant must complete and execute the form entitled


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“Certification Regarding Debarment, Suspension, and Other Responsibility Matters,” which is included in this document. Contractor/Consultant also agrees to include this provision in any subcontract exceeding $25,000 and forward the certification to MST with the bid package.

12.0 NON-COLLUSION AFFIDAVIT

By submitting a bid, the Bidder represents and warrants that such bid is genuine and not a sham, or collusive, or made in the interest or in behalf of any person not herein named, and that the bidder has not, directly or indirectly, induced or solicit any other bidder to put in a sham bid, or any person, firm or corporation to refrain from proposing, and that the bidder had not in any manner sought by collusion to secure to the bidder an advantage over any other bidder.

13.0 PENALTY FOR COLLUSION

If, at any time, it shall be found that the person, firm or corporation to whom a Contract has been awarded has, in presenting any bid or bids, colluded with any other party or parties, then the Contract so awarded shall be null and void and the Contractor and its bondsmen shall be liable to MST for all loss or damage which MST may suffer thereby and the Board of Directors may advertise for a new Contract for said labor, supplies, materials or equipment.

14.0 BID PROTEST PROCEDURES

14.1 General Procedures

a. Any Bidder or Contractor whose direct economic interest would be affected by the award of the Contract or the failure to award the Contract may file a protest, claim or dispute with MST pursuant to these protest procedures prior to filing any protest, claim or dispute with the FTA.

b. Protests, claims or disputes, where applicable, shall be in

writing and filed with MST directed to the General Manager/CEO, 19 Upper Ragsdale Drive, Suite 200, Monterey, CA 93940. Copies of MST’s complete Procurement Protest Procedures should be obtained from the Administrative Services Manager. The Procurement Protest Procedures will be provided immediately upon request. FAILURE TO COMPLY WITH ANY OF THE REQUIREMENTS SET FORTH IN MST’s WRITTEN BID PROTEST PROCEDURES MAY RESULT IN REJECTION OF THE PROTEST.


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14.2 Protest Before Bid Opening Protests with respect to an Invitation for Bid or Request for

Proposal shall be submitted in writing prior to the opening of bids or the closing date of proposals, unless the aggrieved person did not know and could not have known of the facts giving rise to such protest prior to bid opening or the closing date for proposals. In that case, the protest shall be submitted within five (5) calendar days after such aggrieved person knows or should have known of the facts giving rise to the protest. The protest shall clearly identify:

a. the name, address, and telephone number of the protester b. the grounds for the protest, any and all documentation to

support the protest and the relief sought c. steps that have been taken to date in an attempt to correct

the alleged problem or concern. 14.3 Protest After Award

a. Any individual or entity may file a protest with MST alleging a violation of applicable federal, state law and/or MST policy or procedure relative to seeking, evaluating and/or awarding a procurement Contract. In addition, any individual or entity may file a protest with MST alleging that MST has failed to follow its Procurement Protest Procedures. Such protest must be filed no later than five (5) calendar days from the notice of award or non-award of the procurement Contract.

b. A protest, dispute or claim with respect to the award of a

contract either through solicitation of bids or proposals or through direct negotiation shall be submitted in writing within five (5) days of notification of such award to the General Manager/CEO for a decision. All claims shall clearly identify:

1. the name, address, and telephone number of the

protester 2. the grounds for the protest and the relief sought 3. the steps that have been taken to date in an attempt

to correct the alleged problem or concern d. supporting documents

A written decision by the MST General Manager/CEO stating the grounds for allowing or denying the protest will be mailed to the protestor prior to execution of the Contract. Such decision shall be final unless the Board of Directors accepts an appeal of the General Manager/CEO’s decision.


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c. FTA Protest Procedures FTA will only review protests regarding the alleged failure of

MST to have written protest procedures, or the alleged failure to follow such procedures. An alleged violation on other grounds are under the jurisdiction of the appropriate State or local administrative or judicial authorities. Alleged violations of a specific Federal requirement that provides an applicable complaint procedure shall be submitted and processed in accordance with the Federal regulation.

FTA will only review protest submitted by an intercede party

as defined in FTA 4220.1C. FTA’s decision on any appeal will be final.

15.0 RESTRICTIONS ON LOBBYING

Section 1352 of Title 31, United States Code, provides in part that no appropriated funds may be expanded by the recipient of a Federal Contract, grant, loan, or cooperative agreement to pay any person by influencing or attempting to influence any 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 any of the following covered Federal actions: 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. Each Bidder is required to review the above referenced regulations and complete and submit a Certification of Compliance with Federal Lobbying Regulations. Pursuant to federal regulations, Bidder is required to have all subcontractors (at any tier) providing more than $25,000 towards the Contract also complete with this Certification, to be included with the Bidder’s bid.

16.0 ENVIRONMENTAL REQUIREMENTS

Contractor/Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended and the Federal Water Pollution Control Act, as amended. Contractor/Consultant shall report any violations of these requirements by the Contractor/Consultant or any subcontractor to MST, FTA and the appropriate U.S. EPA Regional Office.


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17.0 TERMINATION/RESOLUTION OF DISPUTES

17.1 Termination for Convenience of MST In accordance with the provisions of 48 CFR 52.249.2 (Code of

Federal Regulations, the performance of work or delivery of products under this Contract may be terminated in whole or in part by MST upon written notice to the Contractor in accordance with this clause whenever MST determines that such termination is in its best interests. After receipt of said notice, Contractor shall stop work on this Contract on the date and to the extent specified in said notice. After receipt of said notice, Contractor shall submit to MST its termination claim setting forth Contractor’s actual, direct and unavoidable costs incurred which cannot be canceled as a result of said termination, together with such information as may be required by MST to evaluate the claim. The determination of MST on the claim shall be final.

17.2. Termination for Default In accordance with the provisions of 48 CFR 52.249-8 (Code of

Federal Regulations), if the Contractor should be in default and fails to remedy this default within ten (10) calendar days after receipt from MST of such notice of default, MST may in its discretion terminate this Contract or such portion thereof as MST determines is most directly affected by the default. The term “Default” for purposes of this provision includes, but is not limited to, the performance of work in violation of the terms of this Contract; abandonment, assignment, or subletting of this Contract without approval of MST; bankruptcy or appointment of a receiver for Contractor’s property; failure of Contractor to perform the services or other required acts within the time specified for in this Contract or any extension thereof; refusal or failure to provide proper workmanship; failure to take effective steps to end a prolonged labor dispute; and the performance of this Contract in bad faith.

17.3 Termination for Force Majeure An event of force majeure refers to an event beyond the control and

without the fault or negligence of the Party affected which prevents a Party from complying with any of its obligations under this Contract, including but not limited to:

Acts of God (such as, but not limited to earthquakes, flood, fire or other physical natural disaster)


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War, hostilities (whether declared or not), invasion, acts of terrorism, civil war, rebellion, revolution, requisition

Contamination by radio-activity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel

a. Neither Party is responsible for any failure to perform its obligations under this Contract if it is prevented or delayed in performing its obligations by an event of force majeure.

b. Where there is an event of force majeure, the Party prevented from

or delayed in performing its obligations under this Contract (“Affected Party”) must immediately notify the other Party giving full particulars of the event of force majeure and the reasons for the event of force majeure preventing that Party from, or delaying that Party in, performing its obligations under the Contract, and the Affected Party must use its reasonable efforts to mitigate the effect of the event of force majeure upon its performance of the Contract and must use reasonable efforts to fulfill its obligations under the Contract.

c. Upon completion of the event of force majeure, the Affected Party

must, as soon as reasonably practicable, re-commence the performance of its obligations under this Contract.

17.4 Remedies for Breach of Contract

a. Penalty for failure to complete Contract In case of failure on the part of the Contractor to complete its

Contract within the specified time or within authorized extensions thereof, the Contract may be terminated and MST, in such event, not thereafter, shall not pay the Contractor any further compensation for any labor, supplies or materials furnished by it under said Contract; and the Board may proceed to complete such Contract either by relating in writing or otherwise and the Contractor and its bondsmen shall be liable to MST for all loss or damage which it may suffer due to the Contractor’s failure to completed its Contract within such time.

b. Failure to meet Contract requirements When the Contractor fails to meet the requirements of the

Contract, the product or service may be brought from any


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source by MST, and if a greater price than that named in the Contract is paid by MST, the excess price will be charged to and collected from the Contractor.

18.0 BUY AMERICA

In accordance with Section 165 of the Surface Transportation Assistance Act of 1982, P.L. 97-424 January 6, 1983, and amending regulations at 49 CFR Part 661, certain federal funds may not be obligated for mass transportation projects unless steel, iron and manufactured products used in such projects are produced in the United States. There are four exceptions to this basic requirement:

a. The application is not in the public interest b. Materials and projects being procured are not produced in

the United States in sufficient and reasonably available quantities and of a satisfactory quality.

c. In the case of the procurement of rolling stock, if the cost of

all components produced in the United States is more than sixty percent (60%) of the cost of all components, and if final assembly takes place in the United States.

d. If the inclusion of domestic material will increase the cost of

the overall project Contract by more than twenty five percent (25%).

When required, each Bidder must fill out and execute the portion of the Buy America Certificate that is applicable to it and submit this certificate with the Bid Documents. The Buy America Certificate is included in this document. On the Certificate, each Bidder will indicate whether it can comply with the general requirements or whether it may qualify for one of the specified exceptions.

19.0 DISADVANTAGED BUSINESS ENTERPRISES

MST hereby notifies all respondents that recipients of Federal financial assistance from the Department of Transportation, Federal Transit Administration, are committed to and have adopted a Disadvantaged (Minority/Women) Business Enterprise (DBE) Policy, in accordance with federal regulations issued by the Department of Transportation. This DBE Policy provides that DBE’s will be afforded every practicable opportunity to submit bids and to participate in the performance of all Contracting activities.


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A Disadvantaged Business Enterprise of DBE means a small business concern of which at least 51% is owned by one or more socially and economically disadvantaged individuals, including women, or, in the case of any publicly-owned business, at least 51% of the stock is owned by one or more socially and economically disadvantaged individuals; and whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it. “Socially and economically disadvantaged individuals” means those individuals who are citizens of the United States (or lawfully admitted permanent residents) and who are African Americans, Hispanic Americans, Native Americans, Asian-Pacific Americans, Asian-Indian Americans, or Women; and any other minorities or individuals found to be disadvantaged by criteria as defined n Section 8(a) of the Small Business Act, as amended, and implementing regulations.

20.0 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT

The Contractor agrees to comply with sections 102 and 107 of the Contract Work Hours and Safety Standards Act, as amended and implementing U.S. DOL regulations. 20.1 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 work week in which he or she is employed on such work to work in excess of 40 hours in such work week unless such laborer, mechanic, watchman or guard 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 week.

20.2 Violation; Liability for Unpaid Wages, Liquidated Damages. In the

event of any violation of the clause set forth in paragraph 20.1, the Contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such Contractor and subcontractor shall be liable to the United States 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 paragraph 20.1 above, in the sum of $10.00 for each calendar day on which such individual was required or permitted to work in excess of the standard work week of 40 hours without payment of the overtime wages required.


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20.3 Withholding for Unpaid Wages on Damages. MST shall upon its

own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any monies payable on account of work performed by the 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 and 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 paragraph 20.2 above.

20.4 Safety. No laborer or mechanic shall be required to work in

surroundings or under working conditions that are unsanitary, hazardous or dangerous to their health or safety.

20.5 Subcontracts. The Contractor or subcontractor shall insert in any

subcontracts the clauses set forth in paragraphs 20.1 through 20.5 of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in the paragraphs of this section.


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SAMPLE CONTRACT TIRE LEASE AND SERVICE

THIS CONTRACT made by and between Monterey-Salinas Transit, a joint powers agency hereinafter called “MST”, and “ ___________________ “, herein called “Contractor”. For reference purposes, this Contract will be effective one (1) calendar days after the Notice to Proceed. 1. GENERAL INFORMATION

Contractor will furnish MST tires for use on vehicles under the terms and conditions set forth below, and as described in MST Request for Proposal # 19-07. MST may use tires in its possession, not furnished by Contractor until such tires are unfit for further service. Tires furnished shall be in sufficient quantity to keep all vehicles fully equipped and to provide a reserve supply, at a maximum level determined by Contractor, as spare stock inventory to be mounted on rims and kept at MST for use in emergency. To assure its effective use, existing spare stock shall be applied prior to new inventory. Vehicles shall be equipped with the sizes and types of rims of sufficient strength to permit inflation necessary for the load carrying capacity required and spaced to conform to the approved standards of The Tire & Rim Association of America, Inc. MST agrees to use exclusively tires furnished by Contractor; however, MST may use up to 5% of its fleet, for test purposes, on tires of other manufacturers. MST will not transfer, sublet, or lend the tires furnished by Contractor, or permit the tires to be used by anyone other than MST, without the prior written consent of the Contractor.

2. MILEAGE REPORTS AND TIRE RECORDS

For vehicles covered under this Contract, MST shall keep an accurate record of the total number of miles run during the term and submit a report of such total mileage on each vehicle prior to the 10th day of the month following the month the miles were run. An instrument shall determine vehicle mileage, which will accurately record mileage being run on each vehicle. Proof of mileage calculations shall be available to the Contractor up request. Contractor shall furnish MST records and reports showing all service work done by the Contractor recorded and documented daily and supplied to MST for entering into the maintenance management reporting system. Monthly reports shall include; all tires removed from service by the Contractor during the previous month, all tires, by brand number, that


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were recapped; listing of air pressure checks, tire tread depth, and condition, by bus number. A detailed quarterly summary report of all damaged or destroyed/scrapped tires, to include the specific bus numbers, specific date on which the damage occurred and tire brand number will be given to MST. The Contractor shall take a physical inventory every six months, or more often, if requested by MST, reporting all tires by location and position on the vehicle, including spares and spare stock.

3. PAYMENT

MST shall pay the Contractor for the mileage run on tires furnished during the month immediately at the effective rate per tire mile for vehicles as shown in the attached Exhibit “A”. Billing terms on invoices shall be net thirty (30) days. A separate rate and value shall apply to any other make/model vehicles not shown on Exhibit “A” placed in operation during the term of this Contract or one requiring a different size and/or construction type of tire.

4. ADDITIONAL VEHCILES

If MST acquires new vehicles during the term of this Contract, the Contractor may be required to sell and deliver tires to the North American plant(s) of the bus manufacturer. Deliveries shall be made within sixty (60) days when requested in writing by MST. If the Contractor is required to deliver tires, they shall provide mileage tires, if manufactured in the required size, of sufficient carrying capacity to conform to the approved standards of the Tire and Rim Association of America, Inc. Such tires shall be included in the Contract. The Contractor shall be paid the existing rate (at time of delivery) called for under the Contract for mileage, if buses are delivered overland. Any tires lost, stolen, or damaged while in possession of the bus manufacturer, dealer or seller, or while the bus is being delivered shall be paid for by MST.

5. TITLE TO TIRES AND LIENS ON VEHCILES

Title to all tires and/or equipment furnished shall remain in the Contractor or its assignees, and upon purchase by MST, shall continue to remain in Contractor until Contractor has received full payment of all sums owed by MST under the terms of this Contract. MST will hold the Contractor harmless against any claim on the tires made by any holder of a lien on any vehicles on which MST uses such tires. MST will keep the Contractor advised of such liens, giving the Contractor any and all information that is requested.


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6. POSSESSION AND CANCELLATION

Should MST breach the terms of this Contract through non-payment, non-payment on total amount at termination, impaired credit standing, assignment for the benefit of creditors, failure to report miles operated, or erroneous reporting of miles run, or is placed in receivership or adjudicated bankrupt, then, under any of the above conditions, the Contractor shall have the right, at its option, without prejudice to any other rights and remedies, to stop shipping tires, take possession of inventory whether or not the inventory is applied on vehicles and bill MST for all costs of removing tires and/or terminate this Contract. Contractor must notify MST, in writing, or default within a reasonable time, and allow MST ten days to correct discrepancies. Should Contractor exercise any of these options, the Contractor shall be relieved from any further obligation under this Contract. However, this shall not relieve MST from its obligation to pay for the use of the tires furnished or from its liability for all damages caused by such breach. MST specifically agrees to be responsible for and pay for any and all attorney fees, court costs and other expenses incurred by Contractor in collecting amounts owed by MST or in enforcing any other right under this Contract. Failure on the part of the Contractor to exercise any or all of the above options upon MST default shall not constitute a waiver by the Contractor of its right to exercise any and all of the above options upon any subsequent default by MST.

7. TERMINATION/RESOLUTION OF DISPUTES

7.1 Termination for Convenience of MST In accordance with the provisions of 48 CFR (Code of Federal

Regulations) 52.249.2, the performance of work or delivery of products under this Contract may be terminated in whole or in part by MST upon written notice to the Contractor in accordance with this clause whenever MST determines that such termination is in its best interests. After receipt of said notice, Contractor shall stop work on this Contract on the date and to the extent specified in said notice. After receipt of said notice, Contractor shall submit to MST its termination claim setting forth Contractor’s actual, direct, and unavoidable costs incurred which cannot be canceled as a result of said termination, together with such information as may be required by MST to evaluate the claim. The determination of MST on the claim shall be final.


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7.2. Termination for Default In accordance with the provisions of 48 CFR (Code of Federal

Regulations) 52.249-8, if the Contractor should be in default and fails to remedy this default within ten (10) calendar days after receipt from MST of such notice of default, MST may in its discretion terminate this Contract or such portion thereof as MST determines is most directly affected by the default. The term “Default” for purposes of this provision includes, but is not limited to: the performance of work in violation of the terms of this Contract; abandonment, assignment, or subletting of this Contract without approval of MST; bankruptcy or appointment of a receiver for Contractor’s property; failure of Contractor to perform the services or other required acts within the time specified for in this Contract or any extension thereof; refusal or failure to provide proper workmanship; failure to take effective steps to end a prolonged labor dispute; and/or the performance of this Contract in bad faith.

7.3 Termination for Force Majeure The performance of work under this Contract may be terminated by

MST, at its discretion, upon application therefore by the Contractor for unforeseen causes beyond the control and without the fault or negligence of the Contractor, including: acts of God; acts of the public enemy; governmental acts; fires and/or epidemics whose causes irrecoverably disrupt or render impossible the Contractor’s performance thereunder. An “act of God” shall mean an earthquake, flood, cyclone, or other cataclysmic phenomenon of nature beyond the power of the Contractor to foresee or make preparation in defense against.

7.4 Remedies for Breach of Contract

a. Penalty for failure to complete Contract In case of failure on the part of the Contractor to complete its

Contract within the specified time or within authorized extensions thereof, the Contract may be terminated and MST, in such event, shall not pay the Contractor any further compensation for any labor, supplies or materials furnished by it under said Contract; and the Board may proceed to complete such Contract either by reletting or otherwise and the Contractor and its bondsmen shall be liable to MST for all loss or damage which it may suffer due to the Contractor’s failure to complete its Contract within such time.


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b. Failure to meet Contract requirements When the Contractor fails to meet the requirements of the

Contract, the product or service may be bought from any source by MST, and if a greater price than that named in the Contract is paid by MST, the excess price will be charged to and collected from the Contractor.

8. TAXES

MST will furnish to Contractor a copy of its tax exemption certificates and will be exempt from all taxes covered thereby. The Contractor will be responsible for all disposal fees and California State Recycle Tax.

9. DAMAGE TO PERSONS OR PROPERTY

The Contractor shall indemnify, keep and save harmless MST, its agents, officials, and employees, against all suits or claims that may be based on liability due to the sole error, omission, act of negligence of contractor, its agents or employees performed in the course of this Contract. Where claim, liability, or damage is the result of the joint negligence or willful misconduct of MST, MST’s and Contractors’ duty of indemnification shall be in proportion to its allocable share of joint negligence or willful misconduct. Contractor shall not be held responsible for loss, damage, liability, injury, or death occasioned by the active negligent acts or willful misconduct of MST, its agents, or employees. In the event that loss, injury or damage to a third party results from the negligent conduct of either Contractor or MST, each party will bear any resulting liability to the extent that its own conduct contributed thereto. Notwithstanding any other provisions in this contract, in no case shall the Contractor be held responsible for consequential damages, including without limitation; lost profits, lost revenue, overhead, downtime, or any other speculative or indirect damages.

10. CONTINGENCIES

The Contractor shall be excused from deliveries or delay in deliveries if such failure to deliver or delay is caused by war, strikes, lockouts, fires, interruptions of transportation facilities, accidents, inability to obtain merchandise, shortage of energy source or raw material, or other similar causes beyond its control. This Contract is subject to applicable restrictions imposed by any Federal agency or by any other governmental authority.


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11. SERVICE

The Contractor shall provide all services as described in MST Request for Proposal # 19-07 and addendum.

12. USE, CARE, AND STORAGE OF TIRES

MST agrees to provide a safe and suitable place for the storage of spare tires and will pay Contractor the amount of any damage or loss arising from non-vehicular accident, fire, loss, theft, or vandalism of said tires, provided, however, that MST shall not make payment to the Contractor in cases where the damage or loss is the result of the negligence and/or intentional acts of the Contractor or its employees. The value of tires for the purpose of determining the amount of any damage or loss under this provision shall be based on the anticipated base mileage for original and retread tires estimated MST furnished in its Request for Proposal # 08-15 and addendum.

13. SALE OR DISPOSITION OF VEHICLES

If MST sells or in any manner disposes of any vehicles which shall have been equipped with tires supplied under this Contract, MST shall purchase the unused mileage in each such tire, including spares and/or obsolete spare stock, at prices computed as set forth in paragraph 12 above, plus any applicable taxes. If MST places tires in storage or renders a vehicle inactive through discontinuance of its business, or discontinuance of the use of any such tires or vehicles for a period exceeding ninety (90) days, the Contractor may request that MST remove tires from inactive vehicles or spare stock inventory and reapply them on active wheel positions. MST shall use its best efforts to comply with Contractors request.

14. LEASED VEHICLES

MST represents and warrants that it has the right to operate all buses comprising the fleet it operates. If during the term of the Contract, MST acquires the right to operate any vehicle not owned by it, pursuant to a rental or other arrangement with the owner of leased vehicles. MST shall notify the Contractor of the existence and details of such arrangement and shall use its best efforts to provide that all leased vehicles will be furnished to MST by the owner without tires so that they may be operated and equipped with Contractor’s tires supplied under the Contract. MST will obtain from the owner an agreement acceptable to and for the benefit of the Contractor’s ownership and rights to possession of all tires supplied by it, and owner waives any and all rights with respect thereto by virtue of their use on leased vehicles or otherwise. After obtaining such agreement from the owner of the leased vehicles equipped with tires supplied by the Contractor, MST shall have the same options with respect to the tires (including spares) as provided with respect to buses sold by MST. The


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term “leased vehicles” shall not include any vehicle rented for temporary use during any period less than ninety (90) days.

15. DISPOSITION OF TIRES AT TERMINATION

At the conclusion of the contract, MST reserves the option to purchase all or part of the Contractors inventory or upon written notification thirty (30) days prior to the termination date of the contract; MST may exercise an option to continue leasing the Contractor’s tires for up to thirty-six months based upon the following conditions: a. The rental rate shall be the rate in effect during the one-year period

immediately preceding the expiration date. b. MST shall continually use such tires, insofar as practicable, on its

highest-mileage runs, until they are rendered permanently unfit for service.

c. No additional tires, services, equipment, or supplies are to be

furnished by Contractor during such extension unless requested by MST and agreed to by the Contractor.

d. Upon expiration of the Contract, or as extended, MST shall pay for

any mileage remaining thereon at the rental rate in effect immediately preceding the expiration date. The remaining mileage shall be calculated in accordance with paragraph 12 above.

16. CONTRACT MODIFICATIONS

If the Contractor, on account of conditions developing during the performance of the Contract, finds it impracticable to comply strictly with these specifications and applies in writing for a modification of requirements, such change may be authorized only in writing by the MST General Manager/CEO, if not detrimental to MST, and if any cost associated with change is acceptable. In the event work, materials or equipment shall be required which are not mentioned, specified or indicated, or otherwise not provided for herein, the Contractor shall, if ordered in writing by the MST General Manager/CEO, do and perform such work and furnish such materials or equipment at the Contractor’s fair market prices, less discounts ordinarily allowed to users of such materials or equipment, or at regular labor charges less customary discount.

In the event any work, materials or equipment which are mentioned, specified or indicated, or otherwise provided for in the Contract, or in the specifications forming a part of the Contract, shall be required to be omitted from, in or about the work, the Contractor shall, if ordered by the


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MST General Manager/CEO, omit the performance of such work and the furnishing of such materials or equipment. A deduction shall be made from the amount to be paid to the Contractor in an amount which the MST General Manager/CEO and Contractor shall determine and mutually agree to be the reasonable value of such work, materials or equipment. It is understood, however, that the amount of work, materials or equipment required by the Contract shall not, in accordance with the above provisions referring to additions and omissions, be increased or diminished so as to substantially alter the general character or extent of the Contract.

17. TERM OF CONTRACT

The contract will be in effect for three years with up to two option years available, for a total of five years. Price for the first three years, for both the mileage rate and service cost, will be a firm annual fixed price. The price for the two option years shall also be firm annual fixed prices, but MST has the right to exercise or not to exercise the option years.

18. DOCUMENTS DEEMED PART OF THE CONTRACT

This contract includes a contract signature sheet together with Exhibit “A”. The following documents are all incorporated into the Contract and shall be construed together to form the Contract between MST and the Contractor:

Contract

General Conditions and Instructions to Proposers

Special Provisions

Federal Regulatory Compliance Clauses

Technical Specifications

Proposal Forms

Addendum if any

Certifications submitted by Contractor

Contractor’s Proposal and Pricing as accepted by MST. 19. TIME OF PERFORMANCE

Each delivery shall be completed within four (4) days of receipt of order. Failure to comply with this schedule shall subject Contractor to liquidated damages and such other remedies as shall be available to MST.

20. AMENDMENT

This Contract, and any of the exhibits to it, may be amended at any time, but only upon the prior written approval of MST.


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21. REMEDIES CUMULATIVE

The remedies conferred by this Contract upon MST are not intended to be exclusive, but are cumulative and in addition to all other remedies provided by law.

22. SUCCESSORS AND ASSIGNS

This Contract shall be binding upon and inure to the benefit of MST and Contractor and their respective successors in interest and assigns.

23. WAIVER

No waiver of any breach of the terms, conditions, or covenants of this Contract shall be construed to be a waiver of any succeeding breach of the same or any other covenants, conditions, or terms of this Contract.

24. NOTICES

Any notices, demands, or elections required or permitted to be given or made hereunder shall be in writing and shall be personally delivered or mailed by certified or registered mail, return receipt requested, addressed to the respective parties as determined at contract signing.

25. INSURANCE

Prior to MST issuing a Notice to Proceed, Contractor shall submit all required insurance certificates to MST, in accordance with Special Provisions Number 11.0 of the RFP.

26. TIME OF THE ESSENCE

Time is of the essence in this Contract. 27. HEADINGS

The descriptive headings used in this Contract are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

28. SEVERABILITY

In the event any part or provision of this Contract shall be determined to be invalid or unenforceable under the laws of the State of California or of the United States, the remaining portions of this Contract shall nevertheless continue in full force and effect.


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29. ATTORNEYS' FEES

If MST or Contractor bring any action to interpret or enforce this Contract, or for damages for any alleged breach hereof, the prevailing party in such action shall be entitled to reasonable attorneys' fees, in addition to all other recoverable damages and costs.

30. ENTIRE AGREEMENT

It is expressly agreed between MST and the Contractor that this Contract expresses the complete agreement between said parties and supersedes all prior oral or written negotiations, agreements, and understandings between them regarding the subject matter of this Contract.

31. GOVERNING LAW

This Contract shall be governed and construed in accordance with the laws of the State of California. Venue shall be within County of Monterey, California.

32. SUBJECT TO THE FEDERAL TRANSIT ADMINISTRATION

DISBURSEMENT

This Contract and any future amendments thereto may be subject to disbursement of funds to the MST by the Federal Transit Administration (FTA). The MST reserves the right to cancel the contract at any time, in accordance with Exhibit A, if adequate funding is not made available for the intended purchases.

33. FTA CERTIFICATIONS CONTRACTOR SHALL EXECUTE THE

FOLLOWING CERTIFICATIONS FOR MST: a. Buy America Certification b. Certification Regarding Debarment c. Fair Employment Practices Certification d. Lobbying Certification e. Disadvantage Business Enterprise


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33. NON-DISCRIMINATION ASSURANCE

The Contractor shall not discrimination 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 U.S. DOT-assisted contracts. 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 MST deems appropriate. The Contractor shall obtain the same assurances from its joint venture partners, subcontractors and subconsultants by including this assurance in all subcontracts entered into under this contract.

34. EQUAL EMPLOYMENT OPPORTUNITY

In connection with the execution of this contract, the Contractor shall not discriminate against any employee or applicant for employment because of race, color, religious creed, ancestry, national origin, age, sex, physical disability, mental disability, marital status, or medical condition. The Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, religious creed, ancestry, national origin, age, sex, physical disability, mental disability, marital status, or medical condition. Such action shall include, but not be limited to: recruitment or recruitment advertising, employment/hiring, promotion or upgrade, demotion, transfer, layoff or termination, disciplinary actions, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with Executive Order 11246, titled “Equal Employment Opportunity,” as amended by Executive Order 11375, and as supplemented by U.S. Department of Labor regulations (41 CFR Part 60). Contractor further agrees to include this provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials.

35. ASSIGNMENT

The Contract may not be assigned, transferred, conveyed, sublet or otherwise disposed of without prior consent in writing of the General Manager/CEO and the Contractor.


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37 AUTHENTICATION: IN WITNESS WHEREOF, the parties have duly executed two (2) identical counterparts of this Contract, each of which shall be for all purposes deemed an original thereof. Signed and authenticated by authorized representatives as follows: _________________________ ___________________________ Carl G. Sedoryk Contractor Monterey-Salinas Transit Date: _____________________ Date: _______________________