CITY OF MADISON

REQUEST FOR PROPOSALS

RFP #: 8700-0-2018-BP

Title: 40-Foot Low Floor Diesel Transit Busses

City Agency: Metro

Due Date: Friday, May 18, 2018

2:00 PM CST

REQUEST FOR PROPOSALS RFP # 8700-0-2018-BP

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Table of Contents

1 Notice of Request for Proposals

1.1 Summary

1.2 Important Dates

1.3 Format

1.4 Labeling

1.5 Delivery of Proposals

1.6 Appendix A: Standard Terms & Conditions

1.7 Appendix B: Sample Contract

1.8 Affirmative Action Notice

1.9 Multiple Proposals

1.10 City of Madison Contact Information

1.11 Inquiries, Clarifications, and Exceptions

1.12 Addenda

1.13 Bid Distribution Networks

1.14 Oral Presentations/Site Visits/Meetings

1.15 Acceptance/Rejection of Proposals

1.16 Withdrawal or Revision of Proposals

1.17 Non-Material and Material Variances

1.18 Public Records

1.19 Usage Reports

1.20 Partial Award

1.21 Tax Exempt

1.22 Cooperative Purchasing

1.23 Proposers Responsibility

2 Instructions to Proposers

2.1 Introduction

2.2 DBE Requirements for Transit Vehicle Manufacturers

2.3 Protest Procedures

2.4 Order of Importance for Evaluation Criteria

2.5 Single Proposal Response

2.6 Availability of Funds

2.7 Buy America Certification

2.8 Conditions, Exceptions, Reservations or Understandings

2.9 Best and Final Offer

3 General Conditions

GC 1. Definitions GC 2. Materials and Workmanship GC 3. Conformance with Specifications and Drawings GC 4. Inspection, Testing and Acceptance GC 5. Title and Warranty of Title GC 6. Intellectual Property Warranty GC 7. Data Rights GC 8. Changes GC 9. Legal Clauses

4 Special Provisions

SP 1. Inspection, Tests and Repairs SP 2. Deliveries SP 3. Options and Option Pricing SP 4. Assignability of Options SP 5. Payment SP 6. Liquidated Damages for Late Delivery of the Bus SP 7. Service and Parts

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SP 8. Federal Motor Vehicle Safety Standards (FMVSS) SP 9. Insurance SP 10. Software Escrow Account SP 11. Sustainability SP 12. Agency-Specific Provisions

5 Federal Requirements

6 Technical Specifications

TS 1. Scope TS 2. Definitions TS 3. Referenced Publications TS 4. Legal Requirements TS 5. Overall Requirements TS 6. Features TS 7. Physical Size TS 8. Power Requirements TS 9. Fuel Economy (Design Operating Profile) TS 10. Engine TS 11. Cooling Systems TS 12. Transmission (Conventional Powertrain) TS 13. Retarder TS 14. Mounting TS 15. Hydraulic Systems TS 16. Radiator TS 17. Oil and Hydraulic Lines TS 18. Fuel Heater TS 19. Emissions and Exhaust TS 20. General TS 21. Altoona Testing TS 22. Distortion TS 23. Resonance and Vibration TS 24. Corrosion TS 25. Towing TS 26. Jacking TS 27. Hoisting TS 28. Floor TS 29. Platforms TS 30. Wheel Housing TS 31. Suspension TS 32. Wheels and Tires TS 33. Steering TS 34. Drive Axle TS 35. Turning Radius TS 36. Brakes TS 37. Interlocks TS 38. Pneumatic System TS 39. Overview TS 40. Environmental and Mounting Requirements TS 41. General Electrical Requirements TS 42. General Electronic Requirements TS 43. Multiplexing TS 44. AVL ( Automatic Vehicle Location System) TS 45. Driver’s Area Controls TS 46. Driver’s Amenities TS 47. Windshield Wipers and Washers TS 48. Driver’s Seat

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TS 49. General TS 50. Windshield TS 51. Driver’s Side Window TS 52. Side Windows TS 53. Capacity and Performance TS 54. Controls and Temperature Uniformity TS 55. Air Flow TS 56. Air Filtration TS 57. Roof Ventilators TS 58. Maintainability TS 59. Entrance/exit area heating TS 60. Floor-Level Heating TS 61. Design TS 62. Pedestrian Safety TS 63. Repair and Replacement TS 64. Rain Gutters TS 65. License Plate Provisions TS 66. Fender Skirts TS 67. Wheel covers TS 68. Service Compartments and Access Doors TS 69. Bumpers TS 70. Finish and Color TS 71. Decals, Numbering and Signing TS 72. Exterior Lighting TS 73. General Requirements TS 74. Interior Panels TS 75. Fare Collection TS 76. Interior Access Panels and Doors TS 77. Passenger Seating TS 78. Passenger Assists TS 79. Passenger Doors TS 80. Accessibility Provisions TS 81. Destination Signs TS 82. Passenger Information and Advertising TS 83. Passenger Stop Request/Exit Signal TS 84. Communications

7 Warranty Requirements

WR 1. Basic Provisions WR 2. Repair Procedures

8 Quality Assurance

QA 1. Contractor’s In-Plant Quality Assurance Requirements QA 2. Inspection QA 3. Acceptance Tests QA 4. Agency-Specific Requirements

Appendix A: Standard Terms & Conditions

Appendix B: Contract for Purchase

Appendix C: S.A.E. Numbers and References

Attachment A: New Bus Manufacturing Inspection Guidelines

Attachment B: Forms and Certifications

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1 Notice of Request for Proposals

1.1 Summary

The City of Madison Metro (“City”) is soliciting Proposals from qualified vendors for 40-Foot Low Floor Diesel Transit Busses. Vendors submitting Proposals (“Proposers”) are required to read this Request for Proposals (“RFP”) in its entirety and follow the instructions contained herein.

1.2 Important Dates

Deliver Proposals no later than the due time and date indicated below. The City will reject late Proposals:

Issue Date: Thursday, March 1, 2018 Request for Approved Equals (Form CER 2):

Questions Due Date:

Pre-Proposal and Product Demo Meeting at City of Madison:

Answers Posted Date:

Response to Approved Equals from City of Madison Metro:

Thursday, March 22, 2018 Thursday, March 22, 2018 Tuesday, April 3, 2018 Wednesday, April 4, 2018 Thursday, April 19, 2018

Due Date: Friday, May 18, 2018, 2:00 PM

CST

1.3 Format

Submit Technical Proposals – Attachment B: Packages 1,3,4, and Cost Proposals Attachment B:

Package 2 in separate, distinct parts within the proposal package.

Hardcopy proposals typed and securely bound on 8.5 by 11-inch paper, otherwise identical to the electronic version.

Electronic proposal in a PDF format stored on a common media (CD, DVD, or flash drive), identical in content and sequence to hardcopy proposals submitted.

Cost Proposal - Attachment B: Package 2: One Copy

Technical Proposal - Attachment B: Packages 1,3,4:

Five Copies

Electronic Proposal:

One (1) complete copy. Cost and Technical Proposals should be separate files.

The City will not consider illegible Proposals.

Elaborate proposals (i.e., expensive artwork) beyond that sufficient to present a complete and effective proposal, are not necessary or desired.

Complete and return all necessary forms to City of Madison Purchasing Services by Friday, May 18, 2018, 2:00 PM CST.

1.4 Labeling

All proposals must be clearly labeled:

Proposer’s Name and Address

RFP #: 8700-0-2018-BP

Title: 40-Foot Low Floor Diesel Transit Busses Due: Friday, May 18, 2018, 2:00 PM CST

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All email correspondence must include RFP #8700-0-2018-BP in the subject line.

1.5 Delivery of Proposals

Delivery of hard copies to: City of Madison Purchasing Services

City County Building, Room 407 210 Martin Luther King Jr. Blvd.

Madison, WI 53703

Delivery of electronic copy to: via email to bids@cityofmadison.com or on a commonly used media with the hard copies.

Proposals must be delivered as instructed. Deliveries to other City departments and/or locations may result in disqualification.

Note: When mailing your response via a third party delivery service, the outside of the packaging MUST be clearly marked with the RFP name and number. This ensures that the bid can be delivered to the correct purchasing agent without having to open the bid.

1.6 Appendix A: Standard Terms & Conditions

Proposers are responsible for reviewing the applicable terms and conditions in this attachment prior to submission of their Proposals. City of Madison Standard Terms and Conditions are the minimum requirements for the submission of Proposals.

1.7 Appendix B: Sample Contract

Proposers are responsible for reviewing the applicable terms and conditions in this attachment prior to submission of their Proposals. The Sample Contract for Purchase of Services shall serve as the basis of the contract resulting from this RFP. The terms of this template contract shall become contractual obligations following award of the RFP. By submitting a proposal, Proposers affirm their willingness to enter into a contract containing these terms.

1.8 Affirmative Action Notice

If Contractor employs 15 or more employees and does aggregate annual business with the City of $25,000 or more for the calendar year in which the PO and/or Contract takes effect, Contractor shall file, within thirty (30) days from the PO/Contract effective date and BEFORE RELEASE OF PAYMENT, an Affirmative Action Plan (www.cityofmadison.com/dcr/aaFormsVS.cfm) designed to ensure that the Contractor provides equal employment opportunity to all and takes affirmative action in its utilization of applicants and employees who are women, minorities and/or persons with disabilities. The Model Affirmative Action Plan for Vendors, Request for Exemption form, and instructions are available at:

www.cityofmadison.com/dcr/aaForms.cfm or by contacting a Contract Compliance Specialist at the City of Madison Affirmative Action Division at (608) 266-4910.

Contractor shall also allow maximum feasible opportunity to small business enterprises to compete for any subcontracts entered into pursuant to this PO/Contract.

Job postings: If Contractor employs 15 or more employees, regardless of dollar amount, Contractor must notify the City of all external job openings at locations in Dane County, WI and Contractor agrees to interview candidates referred by the City or its designee. Job posting information is available at:

www.cityofmadison.com/dcr/aaJobSkillsBank.cfm.

The complete set of Affirmative Action requirements for this purchase can be found in paragraph 20 of Appendix A – Standard Terms and Conditions and, if applicable, in paragraph 13 of Appendix B – Sample Contract for Purchase of Services.

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1.9 Multiple Proposals

Multiple Proposals from Proposers are permitted; however, each must fully conform to the requirements for submission. Proposers must sequentially label (e.g., Proposal #1, Proposal #2) and separately package each Proposal. Proposers may submit alternate pricing schemes without having to submit multiple Proposals.

1.10 City of Madison Contact Information

The City of Madison Metro is the procuring agency:

Jeff Butler City of Madison Metro

PH: (608) 266-4739

jbutler@cityofmadison.com

The City of Madison Purchasing Services administers the procurement function:

Brian Pittelli Purchasing Services City-County Bldg, Room 407 210 Martin Luther King, Jr. Blvd.

Madison, WI 53703-3346

PH: (608) 267-4969

FAX: (608) 266-5948

bpittelli@cityofmadison.com

For questions regarding Affirmative Action Plans please contact:

Contract Compliance Department of Civil Rights City-County Bldg., Room 523 210 Martin Luther King, Jr. Blvd.

Madison, WI 53703

PH: (608) 266-4910

dcr@cityofmadison.com

The City employs spam filtering that occasionally blocks legitimate emails, holding them in ‘quarantine” for four calendar days. The contacts listed in this RFP will acknowledge all emails received. Proposers not receiving acknowledgement within twenty-four hours shall follow-up via phone with specific information identifying the originating email address for message recovery.

1.11 Inquiries, Clarifications, and Exceptions

Proposers are to raise any questions they have about the RFP document without delay. Direct all questions, in writing, to the Purchasing Services administrator listed in Section 1.10.

Proposers finding any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in this RFP document shall immediately notify the Buyer and request clarification. In the event that it is necessary to provide additional clarification or revision to the RFP, the City will post addenda – see 1.12 below. Proposers are strongly encouraged to check for addenda regularly.

Proposals should be as responsive as possible to the provisions stated herein. A prospective vendor may take “exception” to bid terms, conditions, specifications and dates stated within the bid package.

However, the City of Madison reserves the right to disqualify any and all bids submitted which include exceptions, if deemed not in the City’s best interests.

1.12 Addenda

In the event that it is necessary to provide additional clarification or revision to the RFP, the City will post addenda to its Proposals distribution websites – see 1.13 below. It is the Proposers responsibility to

8700 RFP Updated.doc Page 4 regularly monitor the websites for any such postings. Proposers must acknowledge the receipt of any addenda on Attachment B: CER 3. Failure to retrieve addenda and include their provisions may result in disqualification.

1.13 Bid Distribution Networks

The City of Madison posts all Request for Proposals, addenda, tabulations, awards and related announcements on two distribution networks – VendorNet and DemandStar. The aforementioned documents are available exclusively from these websites. It is the Proposers responsibility to regularly monitor the bid distribution network for any such postings. Proposers failure to retrieve such addenda and incorporate their appropriate provisions in their response may result in disqualification. Both sites offer free registration to City Proposers.

State of Wisconsin VendorNet System:

State of Wisconsin and local agencies bid network. Registration is free.

http://vendornet.state.wi.us/vendornet

DemandStar by Onvia: National bid network – Free subscription is available to access

Proposals from the City of Madison and other Wisconsin agencies, participating in the Wisconsin Association of Public Purchasers (WAPP). A fee is required if subscribing to multiple agencies that are not included in WAPP.

Bid Opportunities: www.cityofmadison.com/finance/purchasing/bidDemandStar.cfm

Home Page: www.demandstar.com

To Register: www.onvia.com/WAPP

1.14 Oral Presentations/Site Visits/Meetings

Proposers may be asked to attend meetings, make oral presentations, inspect City locations or make their facilities available for a site inspection as part of this RFP process. Such presentations, meetings or site visits will be at the Proposers expense.

1.15 Acceptance/Rejection of Proposals

The City reserves the right to accept or reject any or all proposals submitted, in whole or in part, and to waive any informalities or technicalities, which at the City's discretion is determined to be in the best interests of the City. Further, the City makes no representations that a contract will be awarded to any proposer responding to this request. The City expressly reserves the right to reject any and all proposals responding to this invitation without indicating any reasons for such rejection(s).

The City reserves the right to postpone due dates and openings for its own convenience and to withdraw this solicitation at any time without prior notice.

1.16 Withdrawal or Revision of Proposals

Proposers may, without prejudice, withdraw Proposals submitted prior to the date and time specified for receipt of Proposals by requesting such withdrawal before the due time and date of the submission of Proposals. After the due date of submission of Proposals, no Proposals may be withdrawn for a period of 90 days or as otherwise specified or provided by law. Proposers may modify their Proposals at any time prior to opening of Proposals.

1.17 Non-Material and Material Variances

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The City reserves the right to waive or permit cure of nonmaterial variances in the offer if, in the judgment of the City, it is in the City’s best interest to do so. The determination of materiality is in the sole discretion of the City.

1.18 Public Records

Proposers are hereby notified that all information submitted in response to this RFP may be made available for public inspection according to the Public Records Law of the State of Wisconsin or other applicable public record laws. Information qualifying as a “trade secret”defined in State of Wisconsin Statutesmay be held confidential.

Proposers shall seal separately and clearly identify all information they deem to be “trade secrets,” as defined in the State of Wisconsin Statutes. Do not duplicate or co-mingle information, deemed confidential and sealed, elsewhere in your response.

S. 19.36(5)

(5) TRADE SECRETS. An authority may withhold access to any record or portion of a record containing information qualifying as a trade secret as defined in s. 134.90(1)(c).

s. 134.90(1)(c)

(c) “Trade secret” means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply:

1. The information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

2. The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.

The City cannot ensure that information will not be subject to release if a request is made under applicable public records laws. The City cannot consider the following confidential: a bid in its entirety, price bid information, or the entire contents of any resulting contract. The City will not provide advance notice to Proposers prior to release of any requested record.

To the extent permitted by such laws, it is the intention of the City to withhold the contents of Proposals from public viewuntil such times as competitive or bargaining reasons no longer require non-disclosure, in the City’s opinion. At that time, all Proposals will be available for review in accordance with such laws.

1.19 Usage Reports

Annually, the successful Proposers shall furnish to City Purchasing usage reports summarizing the ordering history for each department served during the previous contract year. The report, at a minimum, must include each and every item or service ordered during the period, its total quantities and dollars by item/service and in total. The City reserves the right to request usage reports at any time and request additional information, if required, when reviewing contract activity.

1.20 Partial Award

Unless otherwise noted, it will be assumed that Proposers will accept an order for all or part of the items/services priced.

1.21 Tax Exempt

The City of Madison as a municipality is exempt from payment of federal excise taxes (Registration Number 39-73-0411-K) and State of Wisconsin taxes per Wisconsin statute 77.54(9a). Federal Tax ID #39-6005507. A completed Wisconsin Department of Revenue Form S-211 (R.2-00) can be found on the City website. Our tax-exempt number is ES 42916.

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1.22 Cooperative Purchasing

Bidders may choose to extend prices offered on bids to other municipalities. Under Wisconsin Statutes, a municipality is defined as a county; city; village; town; school district; board of school directors; sewer district; drainage district; vocational, technical and adult education district; or any other public or quasi-public corporation, officer, board or other body having the authority to award public contracts. This is known as “cooperative” or “piggyback” purchasing, a practice common amongst units of government. The City is not responsible for any contract resulting from a cooperative purchase using this RFB as a basis;

they are made solely between the bidders and third party unit of government.

1.23 Proposers Responsibility

Proposers shall examine this RFP and shall exercise their judgment as to the nature and scope of the work required. No plea of ignorance concerning conditions or difficulties that exist or may hereafter arise in the execution of the work under the resulting contract, as a consequence of failure to make necessary examinations and investigations, shall be accepted as an excuse for any failure or omission on the part of the Proposers to fulfill the requirements of the resulting contract.

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2 Instructions to Proposers

2.1 Introduction

The City of Madison/Metro Transit requests Proposals for the manufacture and delivery of up to 72 low floor diesel heavy duty transit buses in accordance with the terms and conditions set forth in RFP 8700-0- 2018-BP. The Contract shall be a firm-fixed price Contract with a five-year term.

2.2 DBE Requirements for Transit Vehicle Manufacturers

Pursuant to Title 49, Code of Federal Regulations, Part 26.49, a Proposer, as a condition of being authorized to respond to this solicitation, must certify by completing the form DBE Approval Certification (Attachment B, CER 8.9) that it has on file with the Federal Transportation Administration (FTA) an approved or not disapproved annual disadvantaged business enterprise (DBE) subcontracting participation goal.

2.3 Protest Procedures

In response to Federal Transit Administration (FTA) Circular 4220.1F, "Third Party Contracting Guidelines," it is Metro Transit's policy to consider all protests or objections regarding the award of a contract, whether submitted before or after award. It is also Metro Transit’s policy to notify FTA when it receives a third party contract protest and to keep FTA informed about the status of the protest, according to the Common Grant Rule for governmental recipients.

PROTESTS

Any protests by an interested party i.e., Proposer or adversely affected sub-contractor; regarding this procurement shall be made in accordance with the procedures listed below. After such administrative remedies have been exhausted, an interested party may file a protest with the Federal Transit Administration (FTA) of the U.S. Department of Transportation pursuant to the procedures provided in FTA C 4220.1.F. Allegations of violations of certain federal requirements may provide a separate complaint procedure. See, for example, Buy America Requirements, 49 CFR 661 (Section 661.15) and Participation by Disadvantaged Business Enterprise in Depart-ment of Transportation Programs, 49 CFR 26 (Section 26.101).

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

Pre-award Protests Protest Procedure

In all cases, the services, equipment, parts, or materials furnished under a contract shall fully comply with the plans, specifications, and scope of services attached to the request for Proposals.

All Pre-Proposal or pre-award protests by interested parties, based upon restrictive or unclear scopes of work, the procurement process, alleged improprieties, or similar situations shall be received by Metro Transit, in writing, at the address listed in the solicitation document not later than fifteen (15) business days prior to the Proposal Due Date.. If the protest is made orally, timely written confirmation of the protest shall be required. Any protest must be fully supported with technical data or other pertinent information as evidence. Metro Transit will not consider a protest, if it is insufficiently supported or if Metro Transit does not receive it within the specified time limits.

With respect to any protest considered by Metro Transit, the Project Administrator will respond in detail to each substantive issue raised. This written response will be postmarked or transmitted at least five (5) business days prior to the Bid/Proposal due date.

Pre-award Protests Appeals Procedure

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A Proposer or an adversely affected subcontractor is eligible to file an appeal from the decision of Metro Transit’s Project Administrator. All appeals shall be filed, in writing, not more than five (5) business days from the date of determination, by 4:30 PM local time, with the Transit Service Manager, at 1245 East Washington Ave., Suite 201, Madison, WI 53703 or FAX 608/267-8778. At minimum, the appeal shall include the name and address of the appellant; the telephone and FAX numbers of the appellant; the action, which is the subject of the appeal; the reason for the protest; and a statement of the remedy sought.

With respect to any protest considered by Metro Transit, the Transit Service Manager will respond in detail to each substantive issue raised. Metro Transit’s final decision will be postmarked not less than five

(5) business days prior to the Bid/Proposal due date.

Award Protest Procedure

A Proposer or an adversely affected subcontractor may protest the selected, responsible Proposer designation of any individual or organization by Metro Transit. All protests shall be filed, in writing, within five (5) business days of the bid award, by 4:30 PM local time, with the Transit General Manager, at 1245 East Washington Ave., Suite 201, Madison, WI 53703 or FAX 608/267-8778.

At a minimum, the protest shall include the name and address of the protesting party; the telephone and FAX numbers of the protesting party; the action, which is the subject of the protest; the reason for the protest; and a statement of the remedy sought. The letter should include all information available to the protestor relevant to a determination of whether the protested party is in fact the selected, responsible Proposer. The protest should be specific. Metro Transit will not consider a protest, if it is insufficiently supported or if it is not received within the specified time limits.

The Transit General Manager shall determine, on the basis of information provided by the protestor, whether there is reason to believe that the protested party should not have been awarded the contract.

If the Transit General Manager determines that there is no reason to believe that the protested party should not have been awarded the contract, Metro Transit shall so inform the protestor in writing. In this letter, Metro Transit shall respond, at least generally, to each material issue raised in the protest.

If the Transit General Manager determines that there is reason to believe that the protested party should not have been awarded the contract, Metro Transit shall begin a proceeding to re-evaluate the Bid/Proposal award.

Metro Transit shall notify all involved or affected Proposers, in writing, that the contract award has been protested. The notice may identify the protesting party and summarize the grounds for protest. The notice shall also require the protested party to provide Metro Transit, within a reasonable period of time, any information necessary to permit Metro Transit to evaluate the protested party's designation as the selected, responsible Proposer.

The Transit General Manager shall evaluate the information available and make a determination. Metro Transit shall notify the parties of this determination in writing, within ten (10) business days of the date of the determination, setting forth the reason for the de-termination.

In the event the Transit General Manager determines that the protested party should not have been awarded the contract, Metro Transit, at its discretion, may re-evaluate the evaluation process with the remaining Proposers or re-announce the RFP.

Award Protest Appeals Procedure

All Proposers will be notified of the recommended award. This notice will be transmitted to each Proposer at the address contained in the Proposal form in a manner that provides verification of receipt.

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Any aggrieved person who was a party to the above award protest, or any person who possesses a direct financial interest in the determination, is eligible to file an appeal.

All appeals should be filed, in writing, within five (5) business days of the date of determination, during normal working hours, with the City Comptroller, City of Madison, 210 Martin Luther King Jr. Blvd., Room 406, Madison, WI. 53710 or FAX 608/267/8705.

At minimum, the appeal shall include the name and address of the appellant; the telephone and FAX numbers of the appellant; the action which is the subject of the appeal; the specific reason for the appeal;

a statement of the remedy sought; and a copy of Metro Transit’s determination. The City Comptroller will not consider a protest, if it is insufficiently supported or if it is not received within the specified time limits.

Upon receipt of an appeal, the City Comptroller shall fix a place, date, time, and designated officer to investigate the appeal, which shall be within five (5) business days of the date of receipt of the appeal.

The designated officer shall serve notice in writing, by telephone, or by other satisfactory means, to inform the parties of any information needed from them in order to respond to the appeal.

Within ten (10) business days of the conclusion of the review, the City Comptroller shall prepare a factual summary of the review and a final determination. In the report, all material issues raised in the protest shall be addressed in detail. This report shall be delivered to Metro Transit, with copies to the parties.

This determination shall be final.

FTA Oversight

FTA will only review protests that allege failure of the City of Madison (Metro Transit) to have written protest procedures or failure to follow such procedures, or its failure to review a complaint or protest; or violation of Federal Law or regulations. A protest to the USDOT/FTA must be filed in accordance with FTA Circular 4220.1F., currently in effect or as amended from time to time. Alleged violations on other grounds, to the extent that they are justiciable, are under the jurisdictions of the appropriate federal, state or local administrative or judicial authorities. A concurrent copy of the protest must be sent to Metro Transit.

The USDOT/FTA's remedy for CITY’s failure to have written protest procedures or failure to follow such procedure is limited to requiring the City of Madison (Metro Transit) to develop such procedures, if necessary, and to follow such procedures in reviewing the pro-test at issue if Metro Transit desires USDOT/FTA financial participation in the contract in question.

Appellants shall file a protest with the USDOT/FTA not later than five (5) business days after the appellant knows or has reason to know of the violation.

In general, the protest filed must include the name and address of the appellant; identify Metro Transit, the project (grant) number, and the number of the contract solicitation; contain a statement of the grounds for the protest and any supporting documentation; and a copy of the local protest filed with the City of Madison and a copy of City’s decision, if any.

Post-Award Procedure

The City of Madison shall not award a contract for five (5) business days following its decision on a procurement protest or if a protest has been filed with the FTA, during the pendency of that protest, unless Metro Transit has determined that:

1. The items or services to be contracted for are urgently required;

2. Delivery or performance will be unduly delayed by failure to make the award promptly; or

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3. Failure to make prompt award will otherwise cause undue harm to Metro Transit or the Federal Government.

In the event that CITY of Madison (Metro Transit) determines that the award is to be made during the five

(5) business day period following the local protest decision or the pendency of a protest, the project file shall be documented by Metro Transit, explaining the basis for the award. In addition, Metro Transit shall notify the FTA prior to making such an award. Written notice of the decision to proceed with the award shall also be sent to the protester and all other interested or aggrieved parties, including the selected Pro-poser.

2.4 Order of Importance for Evaluation Criteria

1. Cost

2. Maintainability

3. Aftermarket Support

4. Maintenance Accessibility

5. Vehicle Construction

6. Major System Components

7. Corrosion Protection/Body Maintenance

8. Operator Ergonomics and Passenger Amenities

9. Performance Factors

10. Organizational Capabilities

11. Delivery Schedule

2.5 Single Proposal Response

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

Procuring Agency will maintain the confidentiality of such cost and pricing documents consistent with its obligations under applicable state and local public records laws.

2.6 Availability of Funds

This procurement is subject to the availability of local, state and federal funding. The Procuring Agency's obligation hereunder is contingent upon the availability of adequate appropriated funds from which payment for the Contract purposes can be made. No legal liability on the part of the Procuring Agency for

8700 RFP Updated.doc Page 11 any payment shall arise until funds are made available to the Procuring Agency for this Contract and until the Contractor receives notice of such availability, to be confirmed in writing by the Procuring Agency.

Any award of Contract hereunder will be conditioned upon said availability of funds for the Contract.

2.7 Buy America Certification

This Contract is subject to the “Buy America” requirements of 49 United States Code (USC) §5323(j) and 49 Code of Federal Regulations (CFR) Part 661, as may be amended from time to time, and applicable federal regulations. Prospective Proposers’ attention is directed to 49 CFR §661.11, “Rolling Stock Procurements.” Prospective Proposers have the responsibility to comply with the cited and any governing statutes and regulations, including official interpretations.

A Proposer shall submit to the Agency the appropriate Buy America certification, included in this document, with all offers on FTA-funded contracts. Proposals that are not accompanied by a properly completed Buy America certification are subject to the provisions of 49 CFR 661.13 and will be rejected as nonresponsive.

The two signature blocks on the Buy America certificate are mutually exclusive. Proposers shall sign only one signature block on the certificate. Signing both signature blocks will make the Proposal nonresponsive. A false certification is a criminal act in violation of 18 USC §1001.

A Proposer who has submitted an incomplete Buy America certificate or an incorrect certificate of noncompliance through inadvertent or clerical error (but not including failure to sign the certificate, submission of certificates of both compliance and noncompliance, or failure to submit any certification), may submit to the FTA Chief Counsel within ten (10) days of Proposal opening a written explanation of the circumstances surrounding the submission of the incomplete or incorrect certification in accordance with 28 USC §1746, sworn under penalty of perjury, stating that the submission resulted from inadvertent or clerical error. The Proposer will also submit evidence of intent, such as information about the origin of the product, invoices, or other working documents. The Proposer will simultaneously send a copy of this information to the Agency.

The FTA Chief Counsel may request additional information from the Proposer, if necessary. The Agency may not make Contract award until the FTA Chief Counsel issues his or her determination, except as provided in 49 CFR Part 661.15(m).

Certification based on ignorance of proper application of the Buy America requirements is not an inadvertent or clerical error.

A waiver from the Buy America provisions will be sought by the Agency from the FTA for the proposed awardee, if the grounds for a waiver exist. All Proposers seeking a waiver must submit to the Agency a timely request in writing, which shall include the facts and justification to support the granting of the waiver. Such waiver from the Buy America provisions may be granted if the FTA determines the following:

1. Their application would be inconsistent with the public interest;

2. Materials are not produced in the United States in sufficient and reasonably available quantities and of a satisfactory quality; or

3. Inclusion of domestic material will increase the cost of the overall Contract by more than 25 percent.

Any party may petition the FTA to investigate a successful Proposer’s compliance with the Buy America certification. The procedures are set out in 49 CFR Part 661.15. If the FTA determines that the evidence indicates noncompliance, the FTA will require the Agency to initiate an investigation. The successful Proposer has the burden of proof to establish compliance with its certification. If the successful Proposer fails to so demonstrate compliance, then the successful Proposer will be required to substitute sufficient domestic materials without revision of the original Contract terms. Failure to do so will be a breach of the Contract and may lead to the initiation of debarment proceedings under 49 CFR Part 29.

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2.8 Conditions, Exceptions, Reservations or Understandings

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

2.9 Best and Final Offer

There will be no Best and Final Offer asked of vendors as part of this procurement. The City of Madison and Metro reserves the right to award without negotiations. Bidders are encouraged to provide the best price with their first submittal.

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3 General Conditions GC 1. Definitions The following are definitions of special terms used in this document:

Agency "The City," "City of Madison, WI," "Metro" “Metro Transit” are synonymous and mean the Agency, which is also synonymous with “recipient”.

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

Best and Final Offer (BAFO):The last Proposal made by a Proposer. If a BAFO is not specifically requested by the Agency, or if the Proposer does not promptly respond to a request for a BAFO, then the most recent, current Proposal is the BAFO.

Class 1 Failure (physical safety):A failure that could lead directly to passenger or operator injury and represents a severe crash situation.

Class 2 Failure (road call):A failure resulting in an en route interruption of revenue service. Service is discontinued until the bus is replaced or repaired at the point of failure.

Competitive Range: The range of proposals that are identified as the most highly rated, unless the range is further reduced for purposes of efficiency.

Contract: The Proposal and its acceptance by the Agency as manifested by the Contract documents specified in “Section 10: Contract.”

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

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

Days: Unless otherwise stated, “days” shall mean calendar days.

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

Deviation: Variance from a requirement or specification that does not alter the basis of a contractor adversely affects its performance.

Due Date: The date and time by which Proposals must be received by the Agency as specified in “Section 1: Notice of Request for Proposals.”

Extended Warranty: A warranty available for purchase above the standard warranty.

Fatigue Failure (Corrosion Fatigue): The mechanical degradation of a material under the joint action of corrosion and cyclic loading.

Pass-Through Warranty: A warranty provided by the Contractor but administered directly with the component Supplier.

Proposal: A promise, if accepted, to deliver equipment and services according to the underlying solicitation of the Agency documented using the prescribed form in the solicitation, including any Proposal or BAFO.

Proposer: A legal entity that makes a Proposal.

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

Solicitation: An Agency’s request for proposals.

Superior Warranty: A warranty still in effect after all contractually required warranties have expired.

The remaining warranty is administered directly between the sub-Supplier and the Agency.

Supplier: Any manufacturer, company or Agency providing units, components or subassemblies for inclusion in the bus that are installed by the Contractor. Supplier items shall require qualification by type and acceptance tests in accordance with requirements defined in “Section 8: Quality Assurance.”

Subcontractor: Any manufacturer, company or Agency providing units, components or subassemblies for inclusion in the bus that are installed by a Subcontractor. Subcontractor items shall require qualification by type and acceptance tests in accordance with requirements defined in “Section 8: Quality Assurance.”

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

GC 2. Materials and Workmanship

The Contractor shall be responsible for all materials and workmanship in the construction of the bus and all accessories used, whether the same are manufactured by the Contractor or purchased from a Supplier. This provision excludes any equipment leased or supplied by the Agency, except insofar as such equipment is damaged by the failure of a part or component for which the Contractor is responsible, or except insofar as the damage to such equipment is caused by the Contractor during the manufacture of the buses.

GC 3. Conformance with Specifications and Drawings Materials furnished and Work performed by the Contractor shall conform to the requirements of the Technical Specifications and other Contract documents. Notwithstanding the provision of drawings, technical specifications or other data by the Agency, the Contractor shall have the responsibility of supplying all parts and details required to make the bus complete and ready for service even though such details may not be specifically mentioned in the drawings and specifications. Items that are installed by the Agency shall not be the responsibility of the Contractor unless they are included in this Contract.

Omissions from the Contract specifications, or the inaccurate description of details of Work that are manifestly necessary to carry out the intent of the Contract specifications, or that are customarily performed, shall not relieve the Contractor from performing such omitted Work or inaccurately described details of the Work, and they shall be performed as if fully and correctly set forth and described.

GC 4. Inspection, Testing and Acceptance GC 4.1 General The Agency’s Representative shall at all times have access to the Work, the Contractor and, through the Contractor, its Suppliers and its Subcontractors. The Contractor and its Suppliers and its Subcontractors shall furnish every reasonable facility for ascertaining that the materials and the workmanship are in accordance with the requirements of the Contract Documents. All Work done shall be subject to the Agency Representative’s inspection and approval in accordance with the Contract documents and Agency approved Work products developed as a result of the Contract Documents.

The pre-delivery tests and inspections shall be performed by the Contractor, at or near the Contractor's plant; they shall be performed in accordance with the procedures defined in Section 8: Quality Assurance Provisions, and they may be witnessed by the Resident Inspector. When the bus passes these tests and inspections, the Resident Inspector shall authorize release of the bus.

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As part of the pre-delivery tests, Metro requires the “Box Test” - passage of a box 30” high, 30”wide and 48” long (as described in Figure 1 of the Federal Register/Vol. 56 No 173/Friday, September 6, 1991/Rules and Regulations page 45773) to have sufficient maneuvering space to make the passage through the front door, around the vestibule area and continue to the securement area with room to maneuver into the securement area.

Within fifteen (15) calendar days after arrival at the designated point of delivery, the bus shall undergo the Procuring Agency post delivery tests to evaluate the bus for technical compliance, as set forth in Attachment A: New Bus Manufacturing Inspection Guidelines and Section 8, QA 4 relating to “Post- Delivery Tests.” If the bus passes these tests or if the Procuring Agency does not notify the Contractor of non-acceptance within 15 calendar days after delivery, acceptance of the bus by the Procuring Agency occurs on the 15th day after delivery. Acceptance may occur earlier if the Procuring Agency notifies the Contractor of early acceptance or places the bus in revenue service. If the bus fails this evaluation, it shall not be accepted until the repair procedures defined in “Repairs After Nonacceptance” (Section 4, SP 1.7) have been carried out and the bus retested until the Procuring Agency deems the repairs are sufficient and accepts delivery of the bus in writing.

Conditional acceptance: In the event that the bus does not meet all requirements for acceptance, the Agency may in its sole discretion conditionally accept the bus and place it into revenue service pending receipt of contractor furnished materials and/or labor necessary to address the identified issue(s).

GC 4.2 Risk of Loss The Agency shall assume risk of loss of the bus on delivery, as defined in “Bus Delivery.” Prior to this delivery, the Contractor shall have risk of loss of the bus, including any damages sustained during the delivery regardless of the status of title or any payments related to the bus. Drivers shall keep a maintenance log en route, and it shall be delivered to the Agency with the bus. If the bus is released back to the Contractor for any reason, then the Contractor has the risk of loss upon such release.

GC 5. Title and Warranty of Title Adequate documents for registering the bus in the State of Wisconsin shall be provided to the Agency not less than ten (10) business days before delivery to the Agency. The title shall pass upon the Agency’s acceptance of each bus, providing the Contractor has made delivery of the documents of title covering the bus, bearing all necessary endorsements. The Contractor warrants that the title shall pass to the Agency free and clear of all encumbrances.

GC 6. Intellectual Property Warranty The Agency shall advise the Contractor of any impending patent suit related to this Contract against the Agency and provide all information available. The Contractor shall defend any suit or proceeding brought against the Agency based on a claim that any equipment, or any part thereof, furnished under this Contract constitutes an infringement of any patent, and the Contractor shall pay all damages and costs awarded therein, excluding incidental and consequential damages against the Agency. In case said equipment, or any part thereof, is in such suit held to constitute infringement and use of said equipment or parts is enjoined, the Contractor shall, at its own expense and at its option, either procure for the Agency the right to continue using said equipment or part, or replace same with non-infringing equipment, or modify it so it becomes non-infringing.

The Contractor’s obligations under this section are discharged and the Agency shall hold the Contractor harmless with respect to the equipment or part if it was specified by the Agency and all requests for substitutes were rejected, and the Contractor advised the Agency under “Questions, Clarifications and Omissions” of a potential infringement, in which case the Contractor shall be held harmless.

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GC 7. Data Rights GC 7.1 Proprietary Rights/Rights in Data The term “subject data” used in this clause means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the Contract. It includes the proprietary rights of the following:

• Shop drawings and working drawings

• Technical data including manuals or instruction materials, computer or microprocessor software

• Patented materials, equipment, devices or processes

• License requirements

• Parts cross…