1-EQ 25-12-568 Price Agreement for Fleet Batteries.pdf

EQ 25-12-568 Price Agreement for Fleet Batteries

Electronic Quote

EQ 25-12-568

Price Agreement for Fleet Batteries

INDIANAPOLIS PUBLIC TRANSPORTATION CORPORATION

1501 WEST WASHINGTON STREET

INDIANAPOLIS IN 46222

Phone: (317) 559-5149

General Guidelines:

This document is intended to assist prospective proposers in successfully making a proposal for the work contemplated herein. Proposers are strongly encouraged to read the entire document very carefully.

∞ The terms “Statement of Qualifications” and “Proposal” are used interchangeably in this document and should be assumed to be equivalent.

∞ All attachments must be filled out completely. Federal and state regulations mandate that all attachments be submitted.

∞ If an attachment does not apply to your business or proposal, mark the form “Not Applicable”. Sign and date such attachments.

∞ IPTC demonstrates a continued commitment to the success of minority, women, veteran and disability-owned (MBE, WBE, VBE, DOBE) businesses in Indianapolis by promoting contracting opportunities for vendors certified by the City of Indianapolis Office of Minority and Women Business Development (OMWBD) and MBE, WBE and VBE businesses certified with the Indiana Department of Administrations Division of Supplier Diversity within public transit. The program is designed to ensure an equal opportunity for MBE, WBE, VBE and DOBE vendors to receive and participate in contracts that are presented through competitive solicitations and are without a Federal Disadvantaged Business Enterprise (DBE) participation requirement.

∞ IPTC reserves the right to waive any irregularities and/or reject any and all responses to this solicitation.

∞ IPTC is under no obligation to award a contract to any firm responding to this solicitation and reserves the right to withdraw any award notification made before entering into a contract.

∞ If there is any evidence or indication that two or more proposers are in collusion to restrict competition or are otherwise engaged in anti-competitive practices, the proposal of all such proposers shall be rejected, and such evidence may be a cause for disqualification of the participants in any future solicitation undertaken by IPTC.

∞ When in doubt contact IPTC’s Procurement Department at Procurement@IndyGo.net mailto:Procurement@IndyGo.net

EQ 25-12-568 Price Agreement for Fleet Batteries

PROCUREMENT SCHEDULE

Solicitation Release Thursday, January 8, 2026

Written Questions Due Thursday, January 22, 2026

4:00 pm (EST)

Contract Exceptions Due Thursday, January 22, 2026

Answers to Written Questions Tuesday, January 27, 2026 End of Day

EQ Due Date Wednesday, February 4, 2026

Notice of Award Friday, February 20, 2026

Table of Contents

SECTION A

A.1 HISTORY:

A.2 PROJECT OVERVIEW:

A.3 TERM OF CONTRACT:

A.4 SCOPE OF WORK & REQUIREMENTS:

A.4.1 Battery Specifications:

A.4.2 Purchase Reports:

A.5 QUOTE REQUIREMENTS:

A.6 EVALUATION:

A.7 INSURANCE & SPECIAL REQUIREMENTS:

A.8 RESERVED RIGHT:

A.9 ACCESS TO PUBLIC RECORDS ACT (APRA):

A.10 CONTRACT:

A.11 PROPOSED CONTRACT EXCEPTIONS:

A.12 NOTICE TO VENDORS:

A.13 REQUIRED DOCUMENTS CHECK LIST:

A.14 QUOTES, DUE DATE, TIME, AND LOCATION:

A.15 WRITTEN QUESTIONS/ANSWERS:

A.16 AWARD NOTIFICATION:

A.17 SUBMISSION:

A.18 LIMITATION OF RESPONSIBILITY:

A.19 VENDOR WARRANTS AND SUB-CONTRACTOR RESTRICTIONS:

A.20 RESPONSIVENESS AND RESPONSIBILITY DEFINITIONS:

A.21 TAXES:

A.22 INDEPENDENT CONTRACTOR:

A.23 FAILURE TO SUPPLY:

A.24 QUOTE AND CONTRACT PROCEDURES:

A.25 PROTEST POLICY:

QUOTE OFFER COST FORM

CHECKLIST FOR QUOTE

PROCUREMENT DEPARTMENT

SECTION A

IPTC Procurement is requesting the submission of an Electronic Quote response in accordance with the following description.

EQ 25-12-568 - Price Agreement for Fleet Batteries

A.1 History:

The Indianapolis Public Transportation Corporation (IPTC) is a Municipal Corporation as defined by the Urban Mass Transportation Act of 1965, adopted in 1965 by the Indiana General Assembly. In 1973, the company was chartered by the city ordinance to provide public transportation for the City of Indianapolis, Marion County, the Town of Speedway, and the City of Beech Grove.

IPTC is led by a seven-member Board of Directors who approve policies relating to operations, contracted services, safety, finance, and overall corporation structure. All Power and authority of IPTC is vested in and exercised by its Board of Directors, appointed by political subdivisions and public officials within IPTC’s territorial boundaries.

IPTC functions on an operational basis under the Rules and Regulations of the United States Department of Transportation (USDOT) through the Federal Transit Administration (FTA), applicable Indiana Codes and the Ordinances and regulations established by the Indianapolis, Marion County City Council as well as its Board of Directors.

Funding is derived from multiple sources, including Federal Assistance (Federal Transit Administration), State Funds (Public Mass Transit Funds, state sales tax), Local Funds (Marion County Property Tax), and Passenger Fare Revenue. The majority of IPTC employees are members of the Amalgamated Transit Union (ATU). IPTC has more than 750 employees and its annual operating budget is approximately $117 million.

A.2 Project Overview:

IPTC is seeking quotes from qualified Vendors to supply its annual fleet battery requirements.

A.3 Term of Contract:

The duration of this contract will be one (1) year from the effective date of the IPTC materials/supplies vendor contract execution.

A.4 Scope of Work & Requirements:

The scope of work for this project includes the following information, technical specifications, and other attachments.

1. The selected vendor must be able to supply, on an as-needed basis, various batteries for different vehicle types.

2. The selected vendor is to deliver new batteries to IPTC as requested via a purchase order.

3. Vendor will pick up cores at the same time as delivery or as requested by IPTC.

4. Invoices must be submitted within 30 days of delivery of batteries.

5. Invoices must be submitted to accountspayable@indygo.net. Invoices must reference purchase order number.

6. Estimated annual usage on batteries is not a guarantee to purchase.

7. The selected vendor will supply batteries to IPTC on an as needed basis. The quantities will vary over the life of the contract. See the Quote Cost Offer Form for the list of required batteries and estimated annual quantities.

Quote Offer Cost Form to be returned completed with pricing.

8. Unit price will be a fixed price over the term of this agreement.

A.4.1 Battery Specifications:

1. These specifications describe various types of batteries used in IPTC’s bus fleet.

Current Diesel/Hybrid Bus count – 173 Current Electric Bus count – 56

Battery (Vehicle Type) Description Estimated Annual Quantity

8D Strap (Diesel) 1425 Cold Crank Amps 240 AGM-DRY CELLs (Elec) AGM, 1150 CCAs 140

A.4.2 Purchase Reports:

IPTC requires that the vendor be able to provide purchase reports with the following information:

1. Part number and description of batteries

2. Total quantity purchased to date

3. Unit cost of each battery

4. Core cost for each battery

5. Time frame of report

Reports to be furnished within five (5) business days of the date of request via email.

A.5 Quote Requirements:

1. All Prices quoted must be Free-On Board (FOB) delivered to:

a. IPTC West Campus

i. 1501 W Washington St, Indianapolis, IN 46222

2. The selected vendor must be able to provide ALL batteries from the list.

3. Delivery of batteries must be within 10 business days of order placement.

4. The vendor must be able to accept e-mail orders by IPTC. Purchase Orders are emailed when generated.

A.6 Evaluation:

The award will be made to the responsive and responsible bidder (please see Required Documents Check List in Sub- Section A.13) whose Quote meets or exceeds the requirements and criteria set forth in the solicitation at the lowest cost.

A.7 Insurance & Special Requirements:

Vendors are required to provide insurance pursuant to this solicitation. Copies of the following certificates of insurance must be submitted with the Quote:

- Worker’s Compensation (statutory)

- General Liability

- Automobile Liability

The Vendor must maintain insurance during the performance of the Contract from one or more insurance companies;

licensed in the State of Indiana to provide the required forms of insurance, said insurance companies must be reasonably satisfactory to IPTC.

All insurance is to remain in full force and effect until all work under the Contract has been satisfactorily completed and accepted by IPTC.

A.8 Reserved Right:

IPTC reserves the right to withdraw this solicitation at any time in the process prior to contract execution. If such action is taken by IPTC, no vendor will have a claim for recompense.

A.9 Access to Public Records Act (APRA):

Vendors are advised that materials contained in Quotes are subject to the Access to Public Records Act (APRA), IC 5-14- 3 et seq., and, after the contract award, the entire EQ file may be viewed and copied by any member of the public, including news agencies and competitors. As a vendor, it is your responsibility to identify any information that may fall under a statutory exemption to the APRA and clearly mark that information as confidential. Any information marked confidential must also identify the APRA exemption that applies (please refer to IC 5-14-3-4 for the primary list of exemptions). If the vendor does not identify the statutory exemption, the procurement department will not consider the submission confidential. In the event the vendor takes any legal or protective action and directs IPTC not to disclose the confidential information, the vendor will indemnify IPTC against any losses, including reasonable attorney fees and costs, arising from the non-disclosure of the confidential information.

A.10 Contract:

Required. IPTC’s drafted Materials/Supplies Vendor Contract has been included.

A.11 Proposed Contract Exceptions:

Any exceptions to IPTC’s Services Agreement must be submitted no later than 4:00 pm EST January 22, 2026, to be considered. The submission of exceptions does not constitute acceptance by IPTC, nor does it obligate IPTC to negotiate or incorporate such exceptions into the final agreement. All submitted exceptions will be reviewed and only those expressly approved by IPTC may be incorporated into the final contract. The inclusion of any approved exceptions remains subject to further negotiation between IPTC and the awarded vendor(s). If an approved exception is not mutually agreed upon during contract finalization, the terms of the Services Agreement shall apply as originally stated with no further modification.

Failure to submit exceptions by the deadline will be deemed as acceptance of all terms and conditions in the Services Agreement without modification.

All approved exceptions, if any, will be issued as an addendum to the solicitation. Exceptions submitted after the deadline may not be considered.

*IPTC is aware that all clauses contained in the attachment may not be applicable to this solicitation. Clauses are provided to give potential vendors an idea of the types of legal State and Federal clauses that are required in IPTC contracts.

A.12 Notice to Vendors:

Vendors interested in submitting a response to this solicitation are required to be registered with Bonfire at https://indygo.bonfirehub.com. Only registered vendors can submit a response. Registration is FREE.

Vendors are furnished the following instructions to clarify conditions for work, development, and presentation of offers, clarification of contents, review of concerns, and other pertinent information from which knowledge of preparing and offering a responsible and responsive offer may be developed.

All forms required in the certification pages must be completed and submitted via the Bonfire website or the quote will be considered as non-responsive.

A.13 Required Documents Check List:

The following items are listed as required. Failure to include them in your submission will cause your Quote to be ruled non-responsive.

Letter of Understanding Quote Cost Offer Form (with proposed specifications) IPTC Forms (with completed Quote checklist) Executed Addendum Certificate of Insurance

A.14 Quotes, Due Date, Time, and Location:

Responding vendors must submit the Electronic Quote through Bonfire. Any alterations to the forms contained in the EQ or failure to submit all certifications referenced may result in the Quote being declared as non-responsive. All Quotes must be submitted no later than 4:00 pm (EST) Wednesday, February 4, 2026.

A.15 Written Questions/Answers:

Bidding vendors are to submit any questions regarding this procurement in writing via Bonfire (indygo.bonfirehub.com) or by email at procurement@indygo.net by 4:00 pm, Thursday, January 22, 2026. All questions will be answered through an Addendum that will be posted to Bonfire on Tuesday, January 27, 2026, by EOD.

Quotes are due on or before 4:00 PM (EST) Wednesday, February 4, 2026.

A.16 Award Notification:

Vendors will be notified of the award on or before Friday, February 20, 2026.

A.17 Submission:

Vendors must submit their Quotes to: https://indygo.bonfirehub.com

All sections of your Quote must be completed and uploaded to the Bonfire website no later than 4:00 PM (EST) Wednesday, February 4, 2026. Under no circumstances will a vendor’s Quote be accepted after 4:00 PM (EST) Wednesday, February 4, 2026.

https://indygo.bonfirehub.com/ https://indygo.bonfirehub.com4/

The Required items to be included within your Quote are listed above, under the A.12 Required Documents Check List.

A.18 Limitation of Responsibility:

IPTC is not responsible, and will not accept any responsibility, for the cost incurred by any vendor in the specific preparation or the associated activities aiding in the preparation of any offer.

A.19 Vendor Warrants and Sub-Contractor Restrictions:

Vendor must warrant that all information provided by it in connection with this Quote is true and accurate and that by virtue of its submission, is capable of supplying all work requested herein without brokering or delegating to a third party.

Vendor warrants that it will not delegate or sub-contract its responsibilities under the Agreement beyond the level revealed in the Quote without the prior written permission of IPTC.

A.20 Responsiveness and Responsibility Definitions:

All Quotes must be responsible and responsive.

• Definition of Responsive for submitting vendors to this solicitation:

All certifications and form blanks must be filled in, all offered goods and/or services must conform with the Statement of Work requested, unless an alternate but equal request has been submitted for approval; and all information required in the request for submissions documents must have been completed and submitted to conform with the definition of the term, responsiveness. Any alteration, erasure, or interlineations of the document will cause the submission to be determined as non-responsive. However, IPTC reserves the right to accept any Quote or reject all Quotes, or to waive any defect or irregularity found in any Quote.

• Definition of Responsible for the submitting parties to this solicitation:

IPTC will consider among other factors, the vendors record of integrity, experience, and past performance, its financial status, the capability to perform the project as stated, or whether the vendor is in default of any contract or other obligation to IPTC, the Federal, State or Local Government(s). In arriving at a determination, IPTC may institute a pre-award survey on any or all vendors. Vendors will be required to cooperate with the pre-award survey team. Failure to cooperate will result in a finding of non-responsibility.

A.21 Taxes:

IPTC is tax-exempt from Federal and State excise, use, and sales taxes.

A.22 Independent Contractor:

The successful vendor will be considered and must accept status as that of an “independent contractor” to IPTC and shall recognize that they are not an employee or officer of IPTC

A.23 Failure to Supply:

Failure to supply the required certifications will result in the determination of the Quote as “non-responsive”.

A.24 Quote and Contract Procedures:

IPTC reserves the right to postpone the times at which Quote offers are scheduled to be received and opened and to amend the solicitation scope of work. Prompt notification of such postponement or amendment will be given by IPTC to all prospective vendors who have requested the solicitation documents.

If the work is amended, any vendor from whom a Quote had been received prior to the giving notice of amendment will be entitled to withdraw the submission and resubmit their response in conformance with the changed work. No extension will be given to re-submit. The re-submission must still be completed by 4:00 PM (EST) Wednesday, February 4, 2026.

A.25 Protest Policy:

Protest(s) will only be accepted by IPTC’s Senior Director of Procurement from officers of a business whose direct economic interest would be affected by the award of a contract or the refusal to award a contract. Protest(s) submissions should be concise, logically arranged, and state clearly the grounds for protest.

For more detailed information on IPTC Protest policy and procedures please visit the IPTC website at the link:

http://www.indygo.net/wp-content/uploads/2022/04/Protest-Procedure-rev-3.14.22.pdf http://www.indygo.net/wp-content/uploads/2022/04/Protest-Procedure-rev-3.14.22.pdf

EQ # 25-12-568

MATERIAL/SUPPLIES CONTRACT

Quote Offer Cost Form Specific Product/Service Quotes:

Having carefully examined the Specifications and all Bidding and Contract Documents in compliance with the “Electronic Quote” the undersigned hereby proposes to furnish all materials, labor, equipment, and supervision necessary to complete this project for the Indianapolis Public Transportation Corporation (IPTC) in full accordance with the Bidding Documents.

QUOTE COST OFFER FORM

DIESEL BUSES

Estimated

Annual Quantity

Price Per Unit

Core

Charge Per Unit

8D Strap Style – 1425 Cold Cranking Amps 240

ELECTRIC BUSES

Estimated Annual

Quantity

Price Per Unit

Core

Charge Per Unit AGM-DRY CELLs – AGM, 1150 Cold

Cranking Amps 140

Authorized Company Officer or Agent responsible for this submission:

Printed Name Signature Date

Company Name Email Address Phone #

**This quote is valid for 120 days from the date of the quote opening, Wednesday, February 4, 2026.**

CHECKLIST FOR QUOTE

EQ 25-12-568

Price Agreement for Fleet Batteries

(MUST BE RETURNED WITH YOUR QUOTE)

Quotes will be received until 4:00 PM (EST) Wednesday, February 4, 2026

Quote Data Check List

Did you read and understand the General Specifications? Yes ___No ___Initials ___

Did you read and understand the Scope of Work? Yes ___No ___Initials ___

Did you provide all required vendor contract terms, conditions and/or licensing agreements for IPTC review?

Yes ___No ___Initials ___ If no, your submission may be deemed non-responsive.

Are there any exceptions to the instructions as described? Yes ___No ___Initials ___

If yes, explain:

Certificates and Items Required to Be Returned

_____ Quote Check List

_____ Certificate of Restriction on Lobbying

_____ Certificate Regarding Debarment

_____ Non-Collusion Affirmation

_____ Acknowledgment of Addendums

_____ Quote Offer Cost Form

_____ Certificate of Insurance (COI)

_____ Proposal: Electronically Delivered

It is the responsibility of the vendor to notify IPTC if the contents of the solicitation do not match the description found in the Table of Contents included in the solicitation. Failure of the vendor to complete all forms and sign at all signature blocks may disqualify the offer from consideration.

NO OFFER SHALL BE ACCEPTED OR CONSIDERED THAT IS RECEIVED LATER THAN THE TIME AND DATE STATED AS THE SUBMISSION REQUIREMENT. Time given in the solicitation is the current time observed by the Consolidated City of Indianapolis, Indiana.

Vendor Signature

CERTIFICATION OF RESTRICTIONS ON LOBBYING

(MUST BE RETURNED WITH YOUR QUOTE)

I, , hereby certify on behalf of

(Company Name)

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

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

The undersigned shall require that the language of this certification be included in the awards documents for any and all sub-awards at all tiers (including subcontracts, sub- grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly.

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

Executed this day of , 20

By: (Signature of Authorized Official)

(Title of Authorized Official)

CERTIFICATION REGARDING DEBARMENT

(MUST BE RETURNED WITH YOUR OFFER)

To be submitted on all contracts reasonably anticipated exceeding $25,000.00 in value.

THE UNDERSIGNED PROPOSER, OFFORER, OR SUBCONTRACTOR (“ATTESTER”)

CERTIFIES, TO THE BEST OF ITS KNOWLEDGE AND BELIEF THAT:

The attester and/or any of its principals or subcontractor:

Are not presently debarred, suspended, proposed for debarment, or declared ineligible for award of contracts by any Federal Agency.

Have not for a three (3) year period proceeding this offer, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offences in connection with obtaining, or attempting to obtain, or performing a public (Federal, State, or Local) contract or subcontract: violation of Federal or State antitrust status relating to the submission of offers, or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; and Are not presently indicted for, or otherwise criminally or charged in any civil action by a government entity with commission of any of these offenses enumerated above.

The Attester has not, within a three (3) year period preceding this offer, had one (1) or more contracts terminated for default by any governmental agency.

“Principals”, for the purpose of this certification, means officers, directors, owners, partners, and persons having a primary management or supervisory responsibilities within a business entity.

This certification concerns a matter that may be within the jurisdiction of an agency of the United States and the making of false, fictitious, or fraudulent certification may render the maker subject to prosecution under Section 1001, USC.

The Attester shall immediately notify the Procurement Department at any time the attester learns that its certification was erroneous when submitted or has become erroneous.

A certification in which any of the items detailed above exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Attester’s responsibility. Failure of the Attester to furnish a certificate or provide such additional information as requested by IPTC may render the Attester non-responsive.

Nothing contained in the forgoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

If it is later determined that the Attester knowingly rendered an erroneous certification, in addition to other remedies available to IPTC, the Authority may terminate the contract resulting from this solicitation for default.

If Attester is unable to certify to any of the statements in this certification, attach an explanation to this certification.

(Signature of Authorized Company Official) Company Name TYPED

NONCOLLUSION AFFIRMATION

Pursuant to Ind. Code 5-22-16-6, the undersigned attests that the undersigned is the Offeror or is the properly authorized agent of the Offeror, and that, to the undersigned’s knowledge, neither the undersigned nor any other member, employee, representative, agent or officer of the Offeror, has entered into any combination or agreement relative to the price to be offered by a person; to prevent a person from making an offer; to induce a person to refrain from making an offer; and that the Offeror’s offer in response to this solicitation is made without reference to any other offer.

I affirm, under the penalties for perjury, that the foregoing representations are true.

Offeror (Firm)

Signature of Offeror or Agent

Title

Date

ACKNOWLEDGMENT OF ADDENDUM

(MUST BE RETURNED WITH YOUR QUOTE)

EQ 25-12-568 - Price Agreement for Fleet Batteries

The undersigned acknowledges receipt of the following amendment(s) to the Quote and supporting documentation.

ADDENDUM NUMBER DATED:_____________

Note: Failure to acknowledge receipt of all addendums that may have been issued may cause the Proposal offer to be considered non-responsive to the solicitation. No further consideration will be given to non-responsive offers. Acknowledged receipt of each addendum must be clearly established and included with the Quote response.

(Proposing Company Name)

(Representative’s Name)

(Street Address)

(City, State, and Zip Code)

Signature of Authorized Company Official

Date

IPTC-MATERIALS/SUPPLIES VENDOR CONTRACT

This IPTC-VENDOR CONTRACT (“Contract”) is made and entered into as of the ___ day of _______, 202_, by and between the Indianapolis Public Transportation Corporation, an independent municipal corporation organized under the laws of the State of Indiana, of Indianapolis, Indiana (“Owner” or “IPTC”) and _________________________ of _____________, State of _________ (“Vendor” or “Contractor”), concerning the following:

OWNER:

PROJECT:

IPTC (“Owner”) 1501 West Washington Street Indianapolis, IN 46222

Fleet Batteries - EQ 25-12-568

VENDOR: ___________________ (“Vendor” or “Contractor”)

DESCRIPTION OF WORK: Provide all materials and supplies as required to complete the work for the Project (“Work”) as described in the Contract Documents and IPTC EQ 25-12-568

CONTRACT PRICE: The Contract Price shall be determined by cost presented as Exhibit A - Bid Cost Offer Form of this agreement.

CONTRACT TERM:

Effective Date: (should match date in first paragraph) Expiration Date:

The Contract Term may be extended by IPTC acceptance of any options as provided in the IPTC IFB and notification to Provider.

EXHIBITS:

Exhibit A Bid Cost Offer Form Exhibit B Task/Change Order Form Exhibit C Federal Funding Compliance Requirements

TERMS AND CONDITIONS

1. Contract Documents. The Contract Documents consist of (1) this Contract and the Exhibits attached hereto; (2) IPTC EQ 25-12-568; (3) Vendor’s response to IPTC EQ 25-12-568; (4) all Addenda issued prior to the execution of this Contract; (4) all Modifications and Task/Change Orders issued after the execution of this Contract; and (5) the IPTC Procurement Forms and Certificates required of the Vendor as set forth in the IPTC Request for Proposal. The Contract Documents form the Contract and are as fully a part of this Contract as if repeated herein.

Vendor acknowledges that it has had an adequate opportunity to examine sufficiently to its satisfaction the site of the Work and to review and/or obtain copies of the Contract Documents and to become fully familiar with them, and that it shall not be excused from any conditions existing and detectable at the site or any provisions set forth in the Contract Documents due to any lack of knowledge or understanding of the existence or contents thereof at the time of executing this Contract.

2. Scope of Work. The term “Work” means the labor, delivery, materials and services required of Vendor under the Contract by the Contract Documents, whether completed or partially completed, and includes all labor, materials, supervision, services, installation, supplies, equipment, shipping and storage provided or to be provided by Vendor in order to fulfill Vendor’s obligations and/or necessary to complete the Work. Owner, without nullifying this Contract, may at any time direct Vendor in writing to make changes, additions or deletions to the Work. The Contract Price and time for completion may be adjusted accordingly by written Task/Change Order.

Vendor shall assume and fulfill all obligations and perform all Work required by the Contract Documents in strict accordance with the Contract Documents and in accordance with all applicable laws, rules, regulations and standards applicable to such Work. Vendor is responsible for the overall coordination of the Work and for ensuring that the Work is accomplished as an integrated whole, with no items necessary to make it so excluded from the Work. Any portion of the Work necessary to accomplish integration shall be undertaken by Vendor as part of the Contract Price.

3. Contract Price. Owner agrees to pay Vendor for performance of the Work, subject to additions and deductions by Task/Change Order as provided for herein, the Contract Price set forth on the front page of this Contract and pursuant to the rates provided in Exhibit A. Vendor shall be responsible for the prompt payment of all charges and costs imposed or payable for the materials and supplies provided by Vendor as part of the Work, including, but not limited to, any local, state and federal taxes, customs, duties and tariffs, applicable permits, transportation, freight, fees, warranties, guarantees and insurance; and Vendor shall pay and bear the risk of any increase in such taxes, customs, duties, tariffs, permits, transportation, freight, fees, warranties, guarantees and insurance charges and costs or any other charges or costs imposed or payable on any of the materials and supplies.

As a public, municipal entity, Owner is exempt from sales and compensating use taxes on all tangible personal property pursuant to the law of the State of Indiana. Vendor shall not include any charges representing such taxes on any invoices hereunder. Vendor shall be responsible for all franchise fees and taxes of any kind whatsoever.

4. Time Is of the Essence. Time is an essential condition of the Contract, and all dates expressed herein or set forth in any notice given by Owner under the terms of the Contract Documents are of the essence.

Vendor, in agreeing to complete the Work within the times and sequences herein mentioned, acknowledges and agrees that the times allotted by the Contract for the performance and completion of the Work are reasonable and take into account the risks and adverse conditions assumed by Vendor under the Contract Documents.

The delivery and installation requirements, if any, issued by IPTC shall be complied with by Vendor. IPTC reserves the right to postpone delivery of the Work supplied hereunder or accelerate such deliveries or performance. Vendor hereby agrees to carry out IPTC’s instructions in regard to time of deliveries, installation or manner of performance at no additional expense to IPTC. Failure by Vendor to comply with any terms hereof may be deemed a breach of this Contract.

5. Title and Risk of Loss. Title to all materials and supplies provided by Vendor as part of the Work shall be transferred to IPTC upon written acceptance by IPTC in accordance with Paragraph 8 herein or upon payment in full to the Vendor, whichever occurs first. Vendor shall bear the risk of any loss, deterioration or damage to all materials and supplies provided by Vendor as part of the Work, including during shipment and transit, until the equipment, materials and supplies are accepted by IPTC. Vendor shall insure the equipment, materials and supplies against all risks of loss and damage.

6. Delivery. Vendor shall properly pack, mark and ship the materials and supplies on the date, and to the location, specified by Owner and otherwise in accordance with applicable law and industry standards.

Vendor agrees to provide Owner with shipment documentation showing the quantity of pieces in the shipment, the number of cartons or containers shipped and the bill of lading number.

7. Inspection. All materials and supplies shall be received subject to Owner’s right of inspection and rejection. Defective goods not in accordance with Owner’s specifications will be held for Vendor’s instructions at Vendor’s risk for a reasonable amount of time to be determined by Owner and if Vendor so directs, will be returned at Vendor’s expense. If inspection discloses that part of the goods received are not in accordance with Owner’s specifications or the Contract Document requirements, Owner shall have the right to cancel any unshipped portion of the Contract materials and supplies. Payment for goods prior to inspection shall not constitute acceptance and shall be without prejudice to any claims or remedies which Owner may have otherwise.

8. Acceptance. Prior to the tender of delivery by the Vendor, the Owner may conduct a preliminary inspection of the materials and supplies for purposes of verifying that the materials and supplies meet Owner’s specifications and comply with applicable laws, regulations, ordinances and codes. Such preliminary inspections shall not constitute acceptance of, taking charge over or control of such materials or equipment. Any defects, damages, deficiencies or nonconformity discovered by Owner shall be reported to Vendor within a reasonable period of time not to exceed fourteen (14) days from the date of discovery.

Upon delivery and installation, if applicable, of the materials and supplies, the Owner shall conduct an acceptance inspection. If the Owner determines that the materials and supplies comply with the requirements of the specifications and Contract Documents, the Owner shall notify the Vendor in writing that the materials and supplies have been accepted. If the Owner determines that all or any portion of the materials and supplies do not conform to the requirements of the specifications and Contract Documents, the Owner shall reject such nonconforming portion by notifying the Vendor in writing of such rejection.

Upon rejection by the Owner, the Vendor shall have 30 days to remedy the basis for rejection. If not remedied and accepted by the Owner within 30 days of rejection, the nonconforming work shall be considered defective under Paragraph 9 herein.

If materials and supplies that have been previously accepted are found not to comply with the requirements of the Contract Documents, the Owner shall be entitled to revoke acceptance prior to final completion of the Work and final payment. Such revocation of acceptance shall be made by giving written notice to the Vendor. In such event, the Vendor shall have 30 days to remedy the basis for rejection. If not remedied and accepted by the Owner within 30 days of rejection, the nonconforming work shall be considered defective under Paragraph 9 herein.

9. Defective Materials. All materials and supplies which fail to meet industry standards or which are not in full and complete compliance with the specifications and Contract Documents, which are not merchantable or fit for their particular purpose as set out in the Contract Documents, which are shipped contrary to instructions or in excess of the quantities herein provided, or which are substituted for the materials and supplies described, shall be considered defective or nonconforming and may be rejected by Owner and returned to Vendor or held at Vendor’s expense and risk. Owner also may charge Vendor all expenses and costs of inspecting, unpacking, examining, repacking, storing and shipping any materials and supplies so rejected in addition to holding Vendor liable for any and all damages and costs arising from such defective materials and supplies, the providing of which shall constitute a neglect, omission, failure to perform, and/or a breach or default of Vendor’s obligations under the Contract.

10. O&M Manuals. Instruction or operation and/or maintenance manuals, if specified, including parts, lists and certifications, shall be furnished by the Vendor. Delivery, installation or erection of equipment shall not be considered to be complete until approved copies of the operation and maintenance manuals are in the hand of the Owner. Such manuals shall include drawings of all equipment, including minor parts and sub-assemblies in such detail as will permit the assembly of each piece of equipment for maintenance. Parts drawings shall show such fabrication and assembly details as are required to permit disassembly and assembly of the equipment. Vendor shall furnish start-up and instructional service, if specified.

11. Submittals. Any and all samples, test reports, warranties, guarantees, or the like, required by the Contract (“Submittals”), shall be furnished by Vendor at no additional cost, and in a timely manner to Owner. No attempted disclaimer of warranty or limitation of liability hereunder by Vendor shall be effective or enforceable as against Owner or any other party without Owner’s express, separate written acceptance and agreement to such disclaimer or limitation.

12. Payment. Owner shall make payments for all materials and supplies accepted under this Contract.

Owner agrees to pay Vendor the costs as set forth in Exhibit A. Prices listed for the equipment, materials and supplies may be adjusted downward without prior approval of Owner. Payments to be made under this Contract shall be made by electronic funds transfer. Vendor will be paid only after Owner has received and reviewed Vendor's itemized invoice for equipment, materials and supplies delivered. Vendor may submit invoices no more than once per month. No surcharges of any kind shall be assessed without the prior written consent of Owner. The minimum acceptable payment term is net thirty (30) days. Any request for a different payment term must be supported by a need or circumstance that would justify a change in the standard payment policy of Owner.

All invoices for supplies and materials shall be submitted to:

Indianapolis Public Transportation Corporation Attn: Accounts Payable Department 9503 E. 33rd Street Indianapolis, IN 46235 accountspayable@indygo.net

Owner shall have the right to withhold payment to Vendor of such amounts as may be necessary to protect Owner from loss arising from the fault of Vendor in performance of the Contract, including (1) any defect(s) in the materials and supplies caused by Vendor's non-conformance with the standard of quality set forth herein and/or Vendor's failure to perform any duty expressly assumed under this Contract, provided that such defect or non-performance is not remedied by Vendor in accordance with the terms of this Contract;

(2) third-party claims arising from Vendor’s negligence, provided that Owner is not in breach of its contractual obligations to make payments of undisputed sums; (3) failure of Vendor to make payments properly to consultants or sub-contractors unless there is a legal or contractual basis or justification for Vendor not making such payments or unless such failure is due to Owner’s failure to make payments of undisputed sums to Vendor; (4) damage to Owner or any sub-contractor engaged by Owner caused by Vendor’s negligence or failure to perform any duty expressly assumed under this Contract; (5) Vendor's persistent failure to carry out the Work and/or furnish the equipment, materials and supplies in accordance with the terms and conditions of this Contract; (6) any other breach of this Contract; or (7) any other conditions specified as grounds for such withholding by the Contract documents.

If Owner determines that Vendor is not entitled to all or part of an invoice or request for payment as set forth in this Paragraph 12, Owner shall notify Vendor in writing of its decision to withhold payment within about:blank fourteen (14) days of receipt of the invoice or request for payment. The notice shall indicate the specific amounts Owner intends to withhold, the reasons and contractual basis for the withholding, and the specific measures Vendor must take to rectify Owner’s concerns. If the Parties cannot resolve such concerns, Vendor may pursue its rights and remedies under this Contract, including those set forth in Paragraph 25.

This right to withhold shall continue until the claim for such loss has been finally decided or resolved in accordance with the provisions of Paragraph 25 and will be paid within thirty (30) days thereafter. No interest shall accrue on any withheld payment amounts.

13. Indemnification. To the fullest extent permitted by law, Vendor shall indemnify, hold harmless and defend at its own expense, the Owner and all of its officers, directors, partners, agents, employees, consultants, attorneys and any other person or entity for whom any of them may be legally responsible, from and against any and all claims, demands, suits, causes of actions, and liability of any nature or kind whatsoever, including but not limited to, any and all damages, losses, costs and expenses, including reasonable attorney’s and consultant’s fees and expenses, injury to person or property (tangible or real property, including the loss of use thereof and consequential damages resulting therefrom), or economic harm or loss, in any manner arising from, in connection with or incidental to the performance of the Contract, or occasioned by any breach or alleged breach or nonperformance of its terms, or the quality of any furniture, furnishings, materials or equipment furnished hereunder, or infringement or alleged infringement of any patent, trademark, copyright or other intellectual property rights, or arising from or occasioned by the use thereof, regardless of whether such claim, demand, suit, cause of action, liability, damage, loss, cost or expense is caused in part by any joint, several or comparative, but not sole, negligent act or omission, breach of contract, breach of warranty, strict liability, or other breach of duty by Owner, or any party indemnified hereunder. Without limiting the generality of the foregoing and in addition thereto, the indemnification, hold harmless and defense duties and obligations of Vendor under this Paragraph shall apply to any claims, suits, demands, causes of action, damages, losses, costs and expenses, including attorney's and consultant’s fees and expenses, of whatsoever kind, nature and type, whether based in contract, tort or otherwise, of Vendor and its employees against any other subcontractor, material supplier or third party and to the claims of whatsoever kind, nature and type, whether based in contract, tort or otherwise, of any other subcontractor, material supplier or third party, or its employees, against Vendor, Owner or any other party indemnified hereunder, consistent with the provisions of the Indiana Anti- Indemnity Statute, as codified at Indiana Code, §26-2-5-1.

14. Project Records and Accounting. Vendor shall maintain all books, documents, papers, accounting records, and other evidence pertaining to all costs incurred under this Contract (“Project Records”), including those pertaining to Task/Change Orders. Accounting records shall be kept on the basis of generally accepted accounting principles and all Project Records shall be available, upon request, for review and verification by Owner or Owner’s Representative within three (3) days, unless mutually agreed otherwise. Copies shall be furnished at no cost to Owner if requested.

Vendor’s Project Records, including all electronically stored or saved information, shall be maintained and retained, and be made available, upon request, for review and verification by Owner or Owner’s Representative, for a period of at least three (3) years after completion of the Work and delivery of the equipment, materials and supplies. If any claim or litigation has been initiated during this period and not concluded by that three (3) year date, then such records shall be maintained and retained until such claim or litigation is concluded. Any additional or longer retention requirements of any controlling Federal, State or Local governmental or regulatory authority with jurisdiction over the services provided under this Contract and individual Task/Change Orders issued hereunder or funding source for the services or projects covered by such Task/Change Orders, shall be met and complied with by Vendor.

15. Damages Liability and Attorney Fees. Vendor shall be liable for all damages, costs, and expenses, direct and indirect, including Owner’s attorney and consultant fees and related expenses, resulting from any neglect, failure to perform, default or breach of this Contract. If Vendor neglects, fails to perform, defaults or breaches any of its obligations under this Contract, Owner may, after three (3) business days written notice, during which period Vendor fails to cure such neglect, failure, default or breach, undertake to perform such obligations. The Contract amount will be reduced by the damages, losses, costs or expenses, including attorney and consultant fees and related expenses, to Owner to perform such obligations. Owner shall not be liable to Vendor for any further payment under the Contract unless and to the extent that the unpaid balance of the amount to be paid under the Contract exceeds any damages, losses, costs and expenses, including attorney and consultant fees and related expenses, as herein provided. If there remains an amount owing to Owner after so reducing the amount of the Contract, Vendor shall pay such amount to Owner immediately upon its being invoiced by Owner.

16. Delays. Vendor hereby assumes the risk of all suspensions of, delays in, or hindrances to the performance of Work and furnishing of the materials and supplies hereunder, regardless of the length thereof, arising from any and all causes whatsoever, including, without limitation, individual or cumulative acts or omissions of or interference by Owner, other Vendors, subcontractors or third parties, or due to fire or other casualty, or on account of riots or of strikes, or other combined action of workmen or others, or on account of any Acts of God, or any other cause whether or not within Owner's control, or on account of any circumstances caused or contributed to by Vendor. Furthermore, Vendor acknowledges and agrees that it shall not be entitled to recover and hereby unconditionally waives and relinquishes any right to make any claim for any damages or other monetary relief for or in connection therewith, regardless of the nature of the circumstances or the extent or duration of adverse impacts thereof, any and all such circumstances and consequences being within the contemplation of the Parties. In the event excusable delays occur, Vendor may request an extension of time for performance of the Work and/or furnishing of the materials and supplies, and the right to such time extension shall be Vendor's sole and exclusive remedy.

17. Additional Costs. No additional charges or costs of any kind, including charges for exchanges, extras, suspensions, inefficiencies, or delays will be allowed unless specifically and beforehand agreed to in writing by Owner. Any costs, damages or penalty charged to Owner under the Contract on account of the failure to complete or perform the Contract in the time and manner specified shall be borne by all subcontractors or material suppliers, including Vendor, who have delayed or disrupted completion or performance of the Contract, in proportion to the delay or disruption caused by them. Owner is to be the final arbiter in determining the cause of the delay or disruption, and of the allocation of the amount of any cost, damages or penalties among the subcontractors, material suppliers and vendors causing the delay or disruption.

18. Insurance. Prior to Vendor commencing performance of the Work, Vendor shall secure and maintain at its own cost and covering all times herein, such insurance as will protect it from claims under the worker’s compensation laws of the state in which the Work is being performed, and also commercial, general and automobile liability, public liability and property damage insurance as shall protect Vendor from claims, losses and damages which may arise out of and during the operation of this Contract, whether such claims, losses and damages arise out of or result from the acts or omissions of Vendor or anyone for whose acts or omissions Vendor may be liable, and whether such claims, losses and damages are arising out of statutory liability, bodily injury, occupational sickness or disease, or death, insured personal injury liability, property damage, other than to the Work itself, contractual liability (including with regard to the indemnification requirements herein), products and completed operations, fire damage, advertising injury, medical expenses and comprehensive automobile liability.