REQUEST FOR PROPOSALS

RAIL GRINDING SERVICES

RFP 08.11.26

PROPOSALS DUE: September 11, 2026

Detroit Transportation Corporation

Guardian Building, 500 Griswold, Suite 2900, Detroit, MI 48226

Inquiries: www.bidnetdirect.com//detroit-transportation-corporation

INTRODUCTION AND DTC CONTACT INFORMATION

This Request for Proposals (RFP) is issued by the Detroit Transportation Corporation (DTC), located at the Guardian

Building, 500 Griswold, Suite 2900, Detroit, Michigan 48226. DTC is a quasi-public Corporation, which is responsible for the operation and maintenance of the Detroit People Mover (DPM). The Detroit People Mover (DPM) is a fully automated transit system serving the downtown Detroit core. The system consists of a 2.9-mile single-lane elevated concrete guide way loop, twelve (12) rail cars, thirteen (13) passenger stations, and the Maintenance and Control

Facility (MCF).

Request For Proposals (RFP) Title: Rail Grinding Services

RFP Control Number: 08.11.26

Date Advertised: August 12th, 2026

Date Issued: August 12th, 2026

Optional Walk Thru: Email CThomas@thepeoplemover.com to schedule a walk-thru.

Questions Due: 5:00PM Eastern Time on August 25th, 2026

Due Date and Time: 5:00PM Eastern Time on September 11th, 2026

Purchasing / Procurement Division: Chris Thomas

E-mail Address: CThomas@thepeoplemover.com

Telephone Number: (313) 648-1748

Project Manager: Ernie Latham

How This Document Is Structured

Section Contents

100 Instructions to Bidders/Proposers. Compliance with these is integral to submitting a successful proposal.

200 Statement of Work https://linkprotect.cudasvc.com/url?a=http%3a%2f%2fwww.bidnetdirect.com%2fdetroit-transportation-corporation&c=E,1,zUIG1HoK9E9l6FPQiLvXskqnIYHmqCX-1Y1lEoKz9-1ZlgbdjOadVG7YNwGNmx8wTcatgvTJZVovcUrgxqVuLFrr6Y1EB7E66wyQTcxZoz4bLw,,&typo=1 mailto:CThomas@thepeoplemover.com

300 Terms and conditions that will be part of the contract issued to the successful vendor. DTC is funded in part by the U. S. Department of

Transportation’s Federal Transit Administration. Very little of the terms and conditions can be changed. Do not submit a proposal if you are unable to comply with the terms and conditions contained in

Section 300.

400 Federal Transit Administration Clauses

500 Contractor Certifications

600 Work Authorization Permit (WAP)

The Detroit Transportation Corporation (DTC) requests bids from qualified and experienced firms to provide Rail Grinding Services in accordance with applicable industry standards and best practices for the maintenance of rail transit systems. The purpose of this project is to restore the DTC rail system to a State of Good Repair (SGR) by addressing identified rail conditions and improving the overall condition, performance, and service life of the track system.

Proposals must be received by the Detroit Transportation Corporation, Purchasing Office via Bidnet/MITN electronically only on or before 5:00 p.m. (EST), September 11, 2026 THERE WILL BE NO PUBLIC OPENING

OF THE PROPOSALS.

Proposals are to be submitted in accordance with the DTC Request for Proposals (RFP). No proposal, once submitted, may be withdrawn for 180 days after the due date.

DTC reserves the right to postpone, accept or reject any or all proposals, in whole or in part, for sound, documentable, business reasons, subject to the rules and regulations set forth by the DTC, the State of

Michigan and the United States Department of Transportation. The successful bidder will be required to comply with applicable federal, state and local laws and regulations. Firms or individuals whose names ear on the U.S. Comptroller General’s list of ineligible contractors will not be considered. DTC affirmatively assures that no bidder will be discriminated against based on race, color, sex, age, disability, religion, ancestry, marital status, national origin, place of birth, or sexual orientation.

Firms interested in receiving a copy of the RFP should access Bidnet Direct www.bidnetdirect.com//detroit-transportation-corporation. Written questions related to this project must be received via Bidnet/MITN no later than 5:00 p.m. (EST), August 25, 2026.

SECTION 100

INSTRUCTIONS TO PROPOSERS

101 Due Date and Location

Bids/Proposals are due to DTC via Bidnet/MITN by: 5:00 pm (EST) September 11, 2026.

Bidder/Proposer bears total responsibility for ensuring its Bid/Proposal is complete and uploaded on time.

1. Bids/Proposals submitted by fax or email will not be considered.

2. No Late bids will be accepted.

3. Bidder/Proposer should comply with each and every requirement of this RFP to be considered responsive.

http://www.bidnetdirect.com/detroit-transportation-corporation

102 Length of Time Bids/Proposals Shall be good

Bids/Proposals shall be good for 180 days after the due date. This 180-day period - plus the schedule for the project - will be automatically extended by the amount of time required by DTC.

103 Submittal Requirements

One (1) original uploaded into MITN/Bidnet, www.bidnetdirect.com//detroit-transportation-corporation.

The Proposal shall consist of a technical proposal (“Technical Proposal”) and a cost proposal (“Cost Proposal”) and RFP required documents.

The Technical Proposal shall include concise narrative descriptions and illustrations that will enable DTC to clearly understand and evaluate the capabilities of Proposers to successfully perform the Work on time and within budget to include references, qualifications, timelines. No price information of any kind may be included in the Technical Proposal.

The Technical Proposal shall be limited to a fourteen (14) page limit (single-sided). Covers, resumes, and appendices are excluded from the fourteen (14) page limit. The Technical Proposal shall be organized to correspond to and address the content requirements and evaluation factors stated in the scope of work.

Note: it is the sole responsibility of Bidder/Proposer to determine if Addenda are issued and what, if any, part of each is of interest to Bidder/Proposer.

104 Bid/Proposal Guarantee N/A 105 Disposition of Proposal Guarantee N/A 106 Performance Bonds and Labor and Material Payments Bonds N/A

If this box [x ] is checked, or if the project involves construction or facility improvement contracts or subcontracts exceeding $50,000, a Performance Bond from a bonding company licensed to do business in

Michigan or a certified check, bond, cashier’s check or an irrevocable letter-of-credit, in an amount equal to

50% of the value of any contract awarded as a result of this RFP shall be posted by the successful

Bidder/Proposer with DTC prior to Notice to Proceed. This bond will be forfeited by Bidder/Proposer as partial or complete settlement of damages, as determined by DTC, should Bidder/Proposer fail to perform as contracted for.

If this box [x ] is checked, or if the project involves construction or facility improvement contracts or subcontracts exceeding $50,000, a Labor and Material Payments Bond from a bonding company licensed to do business in Michigan or a certified check, bond, cashier’s check or an irrevocable letter-of-credit, in an amount equal to 50% of the value of any contract awarded as a result of this RFP shall be posted by the successful Bidder/Proposer with DTC prior to Notice to Proceed.

The bonds may be issued by a surety company on its standard form and must be provided to DTC within twenty-one (21) days of notice that it is required.

The bonds must be written by a company authorized to write bonds in the State of Michigan and must be listed in the latest edition of U.S. Treasury Circular 570 or having a rating by A.M. Best of B+ or better, and must show sufficient bonding capacity to bond the performance required under this contract. The bonds must meet the approval of DTC's Legal Counsel.

If the contract involves the purchase of goods, then the performance bond will be returned to the manufacturer within thirty (30) days of DTC's acceptance of the goods.

107 Insurance

The successful Bidder/Proposer shall maintain throughout this assignment the following insurance coverages:

POLICY TYPE AMOUNT NOT LESS THAN

Worker’s Compensation

Employer’s Liability

Full Statutory Limits

$1,000,000.00 each accident

$1,000,000.00 each disease

$1,000,000.00 each person

Commercial General Liability $1,000,000.00 each occurrence

$2,000,000.00 Personal & Advertising Injury

$1,000,000.00 Fire and Legal Liability

$10,000.00 Medical Payment

$1,000,000.00 General Aggregate

Excess / Umbrella Liability Insurance over

Employer’s Liability, Commercial General Liability, and Auto Liability

$5,000,000.00 each occurrence

$5,000,000.00 aggregate where applicable

Comprehensive Auto Liability Combined single limit (covering all owned, hired and non- owned vehicles with property damage each personal and property protection insurance including residual liability insurance under Michigan No Fault

Insurance Law)

$1,000,000.00

If the contract involves activities covered under the following policy types, the successful Bidder/Proposer shall maintain the following additional coverage minimums stated above.

Contractor must purchase and maintain, and will cause its subcontractors to purchase and maintain, such insurance as will protect it, DTC, the City of Detroit and their employees, agents, officers, directors, successors and assigns. All policies of insurance will name DTC and the City of Detroit as additional insureds. Contractor must require each subcontractor or consultant hired on the project to maintain adequate insurance for its job and name DTC and the City of Detroit as additional insureds. The policies must contain an agreement by the insurer that such policies will not be canceled or materially changes without at least thirty (30) days’ prior written notice to the DTC. Certificates of insurance must be submitted to DTC no later than ten (10) working days after notification of recommendation of award.

108 Request for Clarification/Approved Equal (RFAE)

All requests for clarification of these specifications and for an approved equal.

Approved equal (RFAE) must be in writing and uploaded on bidnet.

Please note the items specified herein were selected through product comparisons and evaluation.

Proposed alternates must match dimensions, finishes, performance and design features of the products specified herein. Catalogs, product information and/or specifications must accompany all RFAEs.

Bidders/Proposers whose product or service exceeds the minimum specifications herein need not submit an RFAE. Such Bidders/Proposers may be required to prove they exceed these minimum specifications before being awarded a contract.

The RFP Documents cannot be modified, except in writing. Verbal modifications are void and ineffective.

Any changes by DTC to the RFP Documents, the Project, the Proposal submission deadline, or the Proposal opening date will be communicated via written Addendum, using the contact information on the RFP List.

109 Clarifications, Approved Equals, Supplements

Clarifications, approved Equals and other supplements to this RFP may be issued to modify, change or clarify one or more points in MITN/Bidnet. All parties who request the RFP must be registered in MITN/Bidnet.

Bidders/Proposers are reminded to read and adhere to such supplements as compliance with them is integral to having the Bid/Proposal reviewed. Supplements will also be posted in MITN/Bidnet.

110 Form of Bid/Proposal

All forms must be completely filled in, signed and otherwise executed as indicated. Failure to do so can result in the Proposal being declared "unresponsive".

109 Explanations (Written and/or Oral)

Should a Proposer find a discrepancy in or omissions from these specifications or should he/she be in doubt as to their meaning, he/she shall at once make inquiry of DTC.

110 Alternate Proposals

Alternate proposals may be submitted by the Proposer - at his/her discretion and risk - to achieve the essential purpose and intent of these specifications at a lower cost, without increasing DTC's risk or exposure. Such alternate proposals must be clearly identified and prominently labeled as such. DTC is not obligated to accept or review any alternate proposal.

111 Withdrawal of Proposal

No Proposal will be allowed to be withdrawn for a period of 180 days after it has been opened by DTC. The length of time Proposals shall be good - plus the schedule for the project - will be automatically extended by the amount of time required for DTC and, where applicable, the Federal Transit Administration to process any Single Proposal.

112 Consideration of Proposal

For RFPs Only, no information will be released about any Proposer or Proposal until a contract award is made, and only by written request to DTC’s Chief Executive Officer.

113 Rejection or Acceptance of Proposal

DTC reserves the right to accept or reject any or all Proposals, and any parts of any Proposal for sound documentable business reasons. In awarding a contract, DTC reserves the right to consider all elements entering into the question of determining the responsibility of the Proposer. Any Proposal which is incomplete, conditional, obscure, or which contains additions not called for, or irregularities of any kind, may be cause for rejection of the Proposal. In case of any discrepancy between the price written in the

Proposal and that given in figures for any item, the price in writing will be considered as Proposal.

114 Unacceptable Proposals

No Proposal will be accepted or contract awarded to any person, firm, or corporation that is in arrears or is in default to DTC or the City of Detroit upon any debt or contract, or that is a defaulter as surety or otherwise upon any obligation to said DTC or has failed to perform faithfully any previous contract with DTC. Right to

Perform Pre-Award Survey

DTC retains the right to review the apparent low proposer’s production schedule and past delivery performance to determine responsibility.

115 Single Bid/Proposal

In the event of a single Proposal response, this solicitation will be automatically converted to a negotiated purchase which shall require Proposer to negotiate a fair and equitable price. DTC retains the right to request certifiable cost analysis data which Proposer must provide. DTC reserves the right to negotiate an adjustment in Proposer's price if warranted by said analysis.

116 Disadvantaged Business Enterprise Utilization N/A

This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, and

Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance

Programs. DTC's FY 2025-2026 overall goal for DBE participation is 0%. Use of DBE firms for support functions (e.g. delivery, installation, and training) is one way to achieve this goal.

The successful Bidder must demonstrate its “good faith efforts” to meet DTC’s overall goal. "Good faith efforts" to achieve this participation are defined in Contractor Certifications in Section 500 of this RFP.

Contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of the contract. Contractor shall carry applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted contract. Failure by any contractor to carry out these requirements is a material breach of contract, which may result in the termination of the contract or such other remedy as

DTC deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this Section (see 49 CFR 26.13(b)).

Invoicing for DBE firms must be separately identified on prime contractor’s bills.

DBEs must be registered by the Michigan Department of Transportation. The Michigan Unified Certification

Program DBE directory and forms are available at www.michiganucp.org. DTC will accept the DBE certification from other transit properties that comply with DBE federal regulations.

117 Award of Contract

The award will be made to the responsive and responsible offeror who’s Proposal represents the Best Value to DTC, according to the criteria listed in the RFP.

DTC may reject all Proposals for sound, documentable, business reasons. A responsive Proposal is one which complies with the terms, conditions and specifications of this RFP. A responsible Bid/Proposal is one submitted by a company or joint venture possessing the capability and capacities to perform as required by this RFP.

DTC reserves the right to award one, more than one or no contracts as DTC deems to be in its best interests.

http://www.michiganucp.org/

If an RFP, DTC further reserves the right to make an award on the basis of an original Proposal(s) without any negotiating with any offeror.

118 Cost of Preparation

All costs incurred by any Proposer prior to Notice to Proceed will not be reimbursed by DTC.

119 Additional Information, Rejection

Because offers can at times be ambiguous in its solicitation documents, DTC reserves the right to request additional information before making an award. DTC also reserves the right to seek clarification from any offeror about any statement in its Proposal that DTC finds ambiguous. DTC may undertake such investigations as it deems necessary to determine the ability of each Bidder to perform the work, and the

Proposer shall furnish to DTC all such information and data as DTC may request for this purpose.

DTC may require the Proposer to submit any of the following information before the submission deadline, or as a condition to entering into any contract: (1) Proposer’s performance record; (2) the address and description of the Proposer’s permanent place of business; (3) an itemized list of the Proposer’s equipment;

(4) description of any project which the Proposer has constructed in a satisfactory manner; (5) Proposer’s financial statement; (6) a breakdown of the Proposal submitted, including a listing of the subcontractor's names for each service proposed to be used for this project; (7) such additional information as will satisfy

DTC that the Proposer is adequately prepared to fulfill the contract.

DTC reserves the right to reject any Proposer if the evidence submitted by, or investigation of, such

Bidder/Proposer fails to satisfy DTC that such Proposer is properly qualified to carry out the obligations of the contract and to complete the work contemplated in this RFP.

DTC reserves the right to reject any and all Proposals without prior notice; to waive informalities and technicalities; to extend deadlines without notice; to negotiate directly with only those respondents deemed to be qualified according to the criteria in this RFP; and to enter into one, more than one, or no contracts as it shall deem to be in its best interests, and to award to other than the lowest price proposals.

Proposals will not be considered if the bid bond is not submitted with the proposal and the Buy America certification is not completed and submitted with the bid/proposal.

120 Terminology

The terms “proposal" and "proposer"; "Request for Proposals" and "RFP"; are used interchangeably throughout this RFP, unless expressly designated as "RFP only". Similarly, the terms "DTC", "buyer", "purchaser" and "Corporation" are used interchangeably. All terms, including "his" and "his/her", are used in a gender-neutral manner.

121 Protests

It is the policy of DTC to prepare specifications that are not discriminatory in nature. All solicitations are to be open and free to all competing vendors whereby all have a reasonable chance to be successful and awarded a contract.

If a vendor feels that a particular solicitation is unfair for whatever reason, the following procedure must be followed to register a proper protest and said procedure shall be a part of all solicitations:

STEP 1 Protest must be made in writing and addressed to the General Manager no later than

(1) three (3) days before the scheduled Proposal due date, (2) three (3) days after the

Bid/Proposal opening, or (3) three (3) days after contract award, as applicable. Such protest must cite what the solicitation was for, and for what reason the protest is lodged.

STEP 2 The General Manager shall make all reasonable attempts to resolve the protest prior to the Bid/Proposal opening or award of a contract, as applicable, and reserves the right to reschedule the same if, at her discretion, deemed necessary. The General Manager must make a decision no later than ten (5) working days from the date the protest is lodged.

STEP 3 If the protest is not satisfactorily resolved at Step 2, the person or firm making the protest may request a hearing with its legal counsel and DTC, with DTC's legal counsel serving as arbitrator on the matter. Request for such a hearing must be made within 15 working days of the original date the protest was filed.

The decision at Step 3 shall be final and binding on all parties. If the vendor believes that DTC did not follow the above process, he/she may appeal to the Federal Transit Administration as follows:

Office of Program, Management

Federal Transit Administration

Suite 320, 200 West Adams Street

Chicago, IL 60606

(312) 353-2789 The Federal Transit Administration will hear appeals only where a local protest procedure does not exist or where the local procedure was not followed.

SECTION 200

STATEMENT OF WORK

The Contractor shall provide all labor, supplies, Materials, tools and Equipment, as well as everything else expressly or impliedly required to achieve the objectives of this Contract. This is a Federal Grant funded project. All FTA and required documents must be submitted with the proposal to be considered responsive. The entry point for access to the Detroit People Mover guide rails is located at the Detroit People Mover Maintenance Facility, 360 State Street, Detroit, Michigan 48226. The Contractor shall coordinate all site access, equipment mobilization, scheduling, and work activities with DTC and shall comply with all applicable DTC site-access, security, safety, and operational requirements.

SCOPE OF WORK

The rail grinding work is intended to provide preventive maintenance and restore the track system to a State of Good Repair (SGR). The work shall restore and maintain the optimal rail profile and improve wheel-rail interaction, reduce noise and vibration impacts, address rail surface conditions, and extend the useful service life of the rail infrastructure. The Contractor shall perform the work in a manner that promotes safe, reliable, and efficient operation of the DPM system.

1. DPM System and Operating Environment The DPM system consists of approximately 2.94 miles of rail and operates within a restricted structural envelope.

The Contractor shall account for the following site and operating conditions:

o Elevated guideway with tight clearance constraints;

o Tight-radius curves and confined track geometry; and o Limited safe operating space for maintenance equipment.

2. Rail Grinding Equipment - The Contractor shall provide a specialized L-Series, 8-stone rail grinder (fire proof &….

equipped with grinding motors of approximately 30 HP, suitable for operation within the DPM system's restricted structural envelope and track geometry.

3. Crane - DTC shall provide the crane required for Contractor operations.

4. Pre-Grind and Post-Grind Inspections - DTC shall perform the required pre-grind and post-grind rail inspections.

Corrugation concentration in curves, grades and station approaches.

5. Permit - DTC shall obtain the permits specifically identified as DTC's responsibility

6. Subcontractors - All proposed subcontractors shall be fully disclosed in the Contractor's proposal and shall be subject to prior written approval by DTC. The Contractor shall remain fully responsible for the performance of all approved subcontractors and shall ensure that all subcontractors comply with the applicable requirements of the Contract, DTC, and FTA.

7. Technical Approach and Project Schedule - The Contractor shall provide a detailed description of its proposed approach and methodology for performing the rail grinding services. The proposal shall include, at a minimum:

o Proposed work methodology and sequence;

o Project timeline and anticipated duration;

o Staffing plan and personnel schedule;

o Equipment mobilization and demobilization plan and tooling to be used;

o Any special requirements or limitations identified by the Contractor.

8. Pricing and Price Structure - The Contractor shall provide a detailed pricing proposal clearly identifying the proposed price structure for all work.

PROJECT SAFETY REQUIREMENTS

The Contractor shall comply with all applicable DTC safety procedures, rules, policies, permitting processes, and site-specific requirements throughout the performance of the work.

Evaluation Criteria -If a proposal has been determined to meet all Qualification Requirements and is not otherwise rejected, it is then evaluated based upon pricing and Evaluation Criteria for determining the competitive range or selection of a proposal for potential award. Committee will be by consensus.

Evaluation Criteria Points

Pricing 35

Experience and Qualifications 30

Past Performance/References 20

Approach to work/Timeline/Schedule 15

The Proposer shall provide a minimum of three (3) professional references for similar rail grinding, rail maintenance, or comparable transit-related services performed within the past five (5) years.

For each reference, provide the following information:

• Company/Agency Name

• Company/Agency Address

• Contact Person

• Telephone Number

• Email Address

• Description of Services Provided

SECTION 300

CONTRACT TERMS AND CONDITIONS

The general terms and conditions of the Contract for this procurement are contained in this Section 300.

The successful Bidder/Proposer is hereinafter referred to as the “CONTRACTOR.”

301 Independent Contractor

CONTRACTOR, for purpose of this agreement shall be considered an independent contractor who covenants and agrees to perform and deliver for the stated compensation all of the goods and services described under the section of the Contract titled Scope of Work. CONTRACTOR agrees to complete the work in a professional manner using qualified individuals with a high degree of professionalism and to ensure the accuracy and timeliness of the services rendered.

302 Contractor's Obligation

The general obligation of CONTRACTOR shall be to transfer and deliver the goods and services specified in complete accordance with the terms, conditions and specifications of the Contract.

303 Buyer's Obligation

The general obligation of DTC shall be to accept delivery of conforming goods and services and to pay in accordance with the terms, conditions and specifications of the Contract.

304 Background Checks

CONTRACTOR shall conduct background checks of any or all of contractor’s and subcontractor’s employees for purposes of verifying identity, any criminal activity and ad on any Homeland

Security watch lists. CONTRACTOR shall provide the results of said checks to DTC upon request by

DTC. To the extent CONTRACTOR’s employees change during the life of the Contract, CONTRACTOR shall supply the name(s) of the new employee(s) plus their background checks to

DTC.

305 Performance Bonds and Labor and Material Payments Bonds N/A

306 Notice to Proceed

DTC will furnish CONTRACTOR written direction to commence delivery entitled "Notice to

Proceed" following receipt by DTC of all required bonds (if applicable) insurance certificates or such other documentation that CONTRACTOR is required to submit for DTC approval prior to performance under the Contract. DTC shall not be responsible for any costs of any type whatsoever incurred by CONTRACTOR prior to the issuance of the Notice to Proceed. The date of the Notice to

Proceed shall be the official date from which all scheduled activities and requirements are computed. DTC retains sole discretion with respect to the timing of the issuance of the Notice to

Proceed.

CONTRACTOR shall commence work upon written receipt of the Notice to Proceed from DTC. The

CONTRACTOR shall complete the work within the time frames set forth in the Scope of Work.

307 Contract Modification

No change or modification of the terms and conditions of the Contract may be made unless:

a. Any proposed change in the Contract must be submitted to DTC for its prior written approval. The General Manager may at any time, by written order only, make changes within the general scope of the Contract. If any such change causes an increase or decrease in the cost of, or the time required for the performance of any part of the work under the Contract, whether changed or not changed by any such order, an equitable adjustment shall be made in the contract price or completion schedule, or both, and the

Contract shall be modified in writing accordingly. Any claim by CONTRACTOR for adjustment under this clause must be asserted within 30 days from the date of receipt by CONTRACTOR of the notification of change; provided, however, that the General

Manager, if she decides that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment under the Contract.

b. Any modification made must be in writing and attached to the Contract in the form of an amendment and signed by both parties signifying agreement to the modification.

c. Any Contract modifications, if granted by DTC, will not operate as a release to

CONTRACTOR from the covenants and conditions of the Contract outside of the nature of the expressed modification nor shall same be considered as a waiver for any breach of contract damage claim which may be made by DTC.

d. Any modification agreed to by and between DTC and CONTRACTOR must be in compliance with applicable governmental regulations and subject to Federal Transit

Administration concurrence, if needed.

308 Subcontract approval

Any subcontract the CONTRACTOR may wish to enter into must be approved by DTC prior to the execution of the subcontract, and all the requirements of these terms and conditions must be included within said subcontracts to gain approval of DTC.

309 Substitution of Subcontractor/Independent Contractor

Any substitution of a subcontractor or independent CONTRACTOR must be furnished in writing to

DTC for DTC’s approval and for the purpose of determining and maintaining the intent of DTC's

Disadvantaged Business Enterprise goals.

310 Equal Employment Opportunity

CONTRACTOR shall comply with and have each of its subcontractors comply with the Department of Labor's regulation outlining "Equal Employment Opportunity", as supplemented in 41 CFR Part

60. CONTRACTOR shall comply with and have each of its subcontractors to have an affirmative action plan which declares that they do not discriminate on the basis of race, color, religion, national origin, sex, or age and which specifies goals and target dates to insure the implementation of any such plan.

CONTRACTOR further agrees that during the performance of the Contract to comply with the

Standard Title VI Assurances as listed below:

a. Compliance with Regulations

CONTRACTOR shall comply with the regulations relative to non-discrimination in federally assisted programs of the United States Department of Transportation, Title 49, Code of Federal Regulations, Part 21, [29 U.S.C. § 623, 42 U.S.C. § 2000, 42U.S.C. § 652, 42 U.S.C. § 12112, 42 U.S.C. § 12132, 49

U.S.C. § 5332, 29 CFR Part 1630, 41 CFR Parts 60 et seq.] As they may be amended from time to time (hereinafter referred to as the "Regulations") which are herein incorporated by reference and made a part of the Contract.

b. Nondiscrimination

CONTRACTOR, with regard to the work performed by it during the Contract, shall not discriminate on the grounds of race, color, religion, sex, age, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. CONTRACTOR shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in appendix B of the Regulations.

c. Solicitations for Subcontracts, Including Procurements of Materials and Equipment

In all solicitations, either by competitive bidding or negotiation, made by CONTRACTOR for work to be performed under the subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by

CONTRACTOR of CONTRACTOR's obligations under the Contract and the regulations relative to nondiscrimination on the grounds of race, color, religion, age, sex, or national origin.

d. Information and Reports

CONTRACTOR shall provide all information and reports required by the regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by DTC, or Federal Transit Administration (FTA) to be pertinent to ascertain compliance with such regulations, orders and instructions. Where any information is required of a

CONTRACTOR and is in the exclusive possession of another who fails or refuses to furnish this information, CONTRACTOR shall so certify to DTC, or the Federal Transit

Administration, as appropriate and shall set forth what efforts it has made to obtain the information.

e. Sanctions for Noncompliance

In the event of CONTRACTOR's noncompliance with the nondiscrimination provisions of the Contract, DTC shall impose such contract sanctions as it or the Federal Transit

Administration may determine to be appropriate, including, but not limited to:

1. Withholding of payment to CONTRACTOR under the Contract until

CONTRACTOR complies, and/or

2. Cancellation, termination or suspension of the Contract, in whole or in part.

f. Incorporation of Provisions

CONTRACTOR shall include the provisions of Paragraphs (a) through (f) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the regulations, or directives issued pursuant thereto. CONTRACTOR shall take such action with respect to any subcontract or procurement as DTC or the Federal Transit

Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event a CONTRACTOR becomes involved in or is threatened with litigation with a subcontractor or supplier as a result of such direction, CONTRACTOR may request DTC to enter into such litigation to protect the interests of DTC and, in addition, CONTRACTOR may request the United States to enter into such litigation to protect the interest of the United States.

311 Delivery

Throughout this project and in the Contract, the terms delivery and completion are used interchangeably.

CONTRACTOR shall tender performance and/or completion of this project in the manner and at the place and time specified in the RFP. All deliveries are to be F.O.B. destination at DTC’s

Administrative Office, Detroit, Michigan 48226 or as otherwise designated on the Proposal form by DTC. It is agreed that the Proposal prices include freight.

312 Payment

The Contractor shall be paid the Contract Sum in a series of progress payments and a final payment. On the date designated by the DTC, the Contractor shall submit to the DTC an itemized application for payment in a form acceptable to the DTC. Each application for payment shall include (a) a signed certification by the Contractor that the Work has progressed to the point indicated, the quality of the Work covered by the application is in accordance with the Contract, and the Contractor is entitled to payment in the amount requested, and (b) a written waiver from the Contractor and its subcontractors and suppliers at any tier.

The Contractor warrants that title to all Work covered by an application for payment will pass to the DTC at the earlier of incorporation into the / or the time of payment. Neither progress payments nor partial or entire use or occupancy of the Work by the DTC shall constitute acceptance of the Work that is defective or is otherwise not in accordance with the Contract.

Payment shall be paid within one of the following periods whichever is later:

1. Forty (45) days after DTC receives Contractor invoice properly submitted and correct application for payment of the work and the invoice not in in dispute

2. Fifteen (15) days after DTC received the funds with which to make progress payment from a department or agency of the federal or state government.

All invoices shall be emailed to: Accounts Payable at accountspayable@thepeoplemover.com.

313 Substantial Completion

The Work has achieved Substantial Completion when it meets all the following conditions: (1) it is sufficiently complete that it may be used for its intended purpose and only minor workflow “punch list” items remain to be completed or corrected. For purposes of Substantial Completion, “minor punch list items” are those that can be completed within thirty (30) days and will not interfere with the DTC’s use of the People Mover. When the Contractor believes that the Work is

Substantially Complete, it shall deliver to the DTC a written certification of Substantial Completion, signed by the Contractor and accompanied by a written punch list of items remaining to be completed or corrected before Final Completion of the Work. The DTC shall then conduct a review.

If Substantial Completion has been achieved, the DTC shall issue a written confirmation. The DTC may also add items to the punch list, if necessary.

314 Final Completion N/A

Final Completion is defined as the point at which Substantial Completion has been achieved, all punch list items noted at Substantial Completion have been completed, and the Contractor has delivered to the DTC all warranty and guarantee documents, Operation and Maintenance

Manuals, and other documents it is required to deliver to the Owner under the Contract.

When the Contractor believes that it has achieved Final Completion of the Work, it shall deliver to the DTC a written certification of Final Completion, signed by the Contractor, together with its application for final payment. The application for final payment shall meet all the requirements for applications for progress payments, except that the Contractor shall submit a final lien and claim waiver.

The DTC shall conduct an inspection and, if Final Completion has been achieved, shall issue a written confirmation.

Final Payment. Final Payment of the Work shall be made within thirty (30) days of the date the

DTC confirms that Final Completion has been achieved. Acceptance of final payment shall constitute a waiver of all of the Contractor’s claims relating to or arising out of the other than those that have been identified in the final application for payment as remaining unsettled.

Right to Withhold Payments. The DTC may withhold any payment if any of the following occur: (1) the Contract Work is defective and such defects have not been remedied; or (2) a lien has been filed in connection with the Work against the Project and the Contractor, upon notice, has failed to remove the lien; or (3) the Contractor is otherwise in material breach of the Contract.

317 Prompt Payment (Prime Contractors) N/A

CONTRACTOR agrees to pay each subcontractor under this prime Contract for satisfactory performance of its contract no later than ten (5) days from the receipt of each payment

CONTRACTOR receives from DTC. CONTRACTOR agrees further to return retainage payments to each subcontractor within ten (5) days after the subcontractor's work is satisfactorily completed.

Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of DTC. This clause lies to both DBE and non-DBE subcontractors.

318 Liquidated Damages for Delay

FINAL COMPLETION MUST BE ACHIEVED. CONTRACTOR will pay DTC the sum of *$150.00 per each calendar day, excluding statutory holidays, that Contract goods or services are delayed beyond the delivery dates identified in the Scope of Work, subject to extensions granted thereto in writing.

CONTRACTOR may be granted an extension of time and will not be assessed with liquidated damages or the cost of review or testing for any portion of the delay in completion of the work beyond the time named in these specifications caused by acts of God, or of the public enemy, fire, floods, epidemics, strikes, labor disputes, and freight embargoes, or other causes beyond its reasonable control, provided that CONTRACTOR shall notify DTC in writing of the causes of delay within seven (7) days from the beginning of any such delay. DTC shall ascertain the facts and extent of the delay, and its findings thereon shall be final and conclusive. CONTRACTOR has the burden of proof that the delay was beyond its control.

The parties intend that the liquidated damages constitute compensation and not a penalty for the late deliveries. The parties acknowledge and agree that the harm caused by a late delivery to DTC would be impossible or very difficult to accurately estimate at the time of contract and that the liquidated damages are a reasonable estimate of the anticipated or actual harm that might arise from a late delivery.

319 Taxes

The Contract price or prices for the commodities contained in the Contract are subject to increase or decrease by the amount of any additional tax or taxes or reduction of such tax or taxes, as the case may be, affecting such commodity imposed by or under authority of the Federal government or the State of Michigan which may be enacted after receipt of Proposals for the Contract and such changes shall continue in effect during the existence of such change in the tax or taxes;

provided, however, that in the event of any increase in cost, a claim shall be presented by

CONTRACTOR within thirty (30) days of the imposition of such tax and such claims shall be supported by evidence of such additional tax, satisfactory to DTC. Reductions in taxes will be deducted from the Contract price.

As a political subdivision of the State of Michigan, DTC is exempt from all sales, excise, federal gasoline, and transportation taxes, except State of Michigan gasoline and federal Superfund taxes.

The price or prices bid, whether a unit price, lump sum price, lot price, or a trade discount from catalog list prices, shall be exclusive of all such taxes. DTC’s tax exempt number is 38-2637180.

320 Inspection

DTC reserves the right and shall be at liberty to inspect all materials and workmanship at any time during the process and shall have the right to reject all materials and workmanship which do not conform with the specifications; provided, however, DTC is under no duty to make such inspection and, if no such inspection is made, CONTRACTOR shall not be relieved of any obligation to furnish materials and workmanship strictly in accordance with the specifications. FTA shall be accorded the same inspection rights reserved by DTC in this clause. DTC will receive conforming deliveries for purposes of inspection. Acceptance of goods and services will not occur until after inspection or until a reasonable time for inspection has elapsed.

Except as otherwise provided in the Contract, CONTRACTOR shall be responsible for goods covered by the Contract until they are delivered at the designated delivery point, regardless of the point of inspection. After delivery to DTC at the designated point and prior to acceptance by DTC or rejection and giving notice thereof by DTC, DTC shall be responsible for the loss, destruction of, or damage to the goods. CONTRACTOR shall bear all risks as to rejected goods after CONTRACTOR retakes possession and/or control of such goods.

DTC may test deliveries before or after acceptance for conformance with the specifications. Such tests may be performed by independent laboratories. Where test results indicate nonconforming goods, the delivery and the goods will be rejected and the cost of the test charged to

CONTRACTOR. Where acceptance has preceded testing, acceptance is deemed conditional and subject to revocation. DTC may reject goods and services and may revoke its acceptance without testing.

321 Explanations (Written and/or Oral)

Should CONTRACTOR find a discrepancy in or omissions from these specifications, or should it be in doubt as to their meaning, it shall at once make inquiry of DTC.

322 Audit and Inspection of Records

Upon reasonable request, CONTRACTOR shall permit the authorized representative of DTC, or any appropriate governmental agency, to inspect and audit all work, materials, payroll and other data and records relating to its performance under the Contract. The results of such audit or inspection and the information gained from same will not be released by DTC, except to such governmental agencies as may be appropriate

323 Right to Adjust Cost

If DTC determines during the life of the Contract that data submitted by CONTRACTOR is not correct, incomplete, or inaccurate, DTC shall be entitled to a downward adjustment in the cost of the applicable goods and services.

324 Failure to Meet Specifications

The delivery of any goods or services that do not in all respects conform to Contract specifications will be rejected and CONTRACTOR notified at once of such rejection and the reason therefore. If

CONTRACTOR fails to effect immediate replacement of such rejected goods or services, DTC will purchase the goods or services of the character required in the open market, and CONTRACTOR and its surety shall be liable to DTC for any excess cost and expense occasioned DTC thereby.

325 Quantity and Quality

CONTRACTOR agrees to deliver goods and services of the kind and quality specified and, in the quantities, specified. In the case of a requirements contract, the RFP specifies estimates of DTC's needs for the Contract duration. It is agreed that such estimates are presented for evaluation purposes only and are not to be considered firm requirements. Actual requirements may exceed or be less than these estimates.

326 Warranties

CONTRACTOR warrants that for a period of one (1) year (or for such longer period as may be prescribed in the Scope of Work or RFP) following acceptance of the goods and services delivered hereunder, that the goods and services are free of defects in materials and workmanship and further warrants that such goods and services are suited for the purposes intended and are of merchantable quality. CONTRACTOR further warrants that it holds good and marketable title in the goods delivered, and that such goods are free of all liens, security interests or other encumbrances.

CONTRACTOR agrees that in the event the goods or services are not as specified herein and as warranted in these specifications, it will promptly cure the defect at its sole cost and expense.

CONTRACTOR further agrees to indemnify DTC for all costs and damages, both incidental and consequential, resulting from the delivery of goods and services which fail to meet the aforesaid warranties. It is agreed that the goods and services provided hereunder are regarded as consumer goods and services.

327 Indemnification

a. To the fullest extent permitted by law, CONTRACTOR shall, at his sole cost and expense, indemnify, defend, satisfy all judgments, and hold harmless DTC and its agents, representatives, and employees from and against all claims, actions, judgments, costs, penalties, liabilities, damages, losses and expenses, including but not limited to attorney's fees and worker's compensation benefits arising out of or resulting from the performance of the Contract, provided that any such claims, action, judgment, cost, penalty, liability, damage, loss or expense is:

1. attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the goods) including the loss of use resulting therefrom, and

2. Caused in whole or in part by a negligent act or omission of

CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them, or anyone to whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder.

Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this paragraph.

b. In any and all claims against DTC or any of its agents, representatives or employees by any employee of CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for

CONTRACTOR or any subcontractor under worker's compensation acts, disability acts or other employee benefits acts.

c.

328 Hold Harmless

CONTRACTOR agrees to hold DTC harmless from liability resulting from CONTRACTOR'S acts or omissions within the terms of this Contract; provided, however, CONTRACTOR shall not hold DTC harmless from any claims, demands, or causes of action arising in favor of any person or entity, growing out of incident to, or resulting directly or indirectly from the negligence of DTC, its officers, agents, representatives, or employees.

329 Disputes

The Federal Transit Administration Contract Clauses set forth in Section 400 shall apply to all disputes, regardless of amount. The parties agree that any dispute that is not resolved by the decision of the authorized representative shall be resolved by binding arbitration. Within thirty

(30) business days after the issuance of the authorized representative’s written decision on appeal, the dispute may be submitted for review and decision by binding arbitration. The arbitration shall be by a panel of three (3) arbitrators. CONTRACTOR and DTC shall each select one

(1) arbitrator, who shall jointly select the third. CONTRACTOR shall be precluded from presenting any evidence at the arbitration that was not previously submitted to the authorized representative during the appeal.