Mass Transportation Authority

REQUEST FOR PROPOSAL

BUS ADVERTISING

RFP# 2025-17

Issue date:

Thursday, October 23, 2025

Proposal due date and time:

Wednesday, December 3, 2025 3:00 P.M. (EDT)

Contact Information:

Jesse Lambert Purchasing Supervisor 1401 S. Dort Highway

Flint, MI 48503 Email: JLambert@mtaflint.org mailto:JLambert@mtaflint.org

Table of Contents

SECTION 1. INTRODUCTION

SECTION 2. SCOPE OF WORK

2.1 OVERVIEW

2.2 GENERAL REQUIREMENTS

2.3 MINIMUM REQUIREMENTS FOR PRICING

SECTION 3. PROPOSAL SUBMISSION

3.1 SUBMISSION OF PROPOSALS

3.2 EQUAL EMPLOYMENT OPPORTUNITY

3.3 DISADVANTAGED BUSINESS ENTERPRISES

3.4 INELIGIBLE PROPOSERS

SECTION 4. PROPOSAL CONTENTS AND FORMAT

SECTION 5. SELECTION CRITERIA

5.1 CRITERIA

5.2 BEST AND FINAL OFFER

SECTION 6. GENERAL PROPOSAL CONDITIONS

6.1 NOTICE OF FORMAL SOLICITATION

6.2 METHOD OF RESPONSE

6.3 ACCEPTANCE OF TERMS AND CONDITIONS

6.4 FALSE, INCOMPLETE OR UNRESPONSIVE STATEMENTS

6.5 CLEAR AND CONCISE SUBMISSION

SECTION 7. INFORMATION FOR THE CONTRACTOR

7.1 CONTRACT DOCUMENTS

7.2 DATE AND PLACE FOR DELIVERING PROPOSALS

7.3 PRINTED FORM FOR PROPOSALS

7.4 OMISSIONS AND DISCREPANCIES

7.5 ACCEPTANCE OR REJECTION OF PROPOSALS

7.6 ACCEPTANCE OF PROPOSALS AND THE EFFECT

7.7 TIME FOR EXECUTING CONTRACT AND DAMAGES FOR FAILURE TO EXECUTE

7.8 PRIME CONTRACTOR RESPONSIBILITIES

GENERAL TERMS & CONDITIONS

Attachment “A” – Price Propsal Form Attachment “B” - Checklist for Proposal Submission Attachment “C”- Certificate Regarding Debarment/Suspension Attachment “D”- Certification Regarding Lobbying Attachment “E”- Bid Protest Procedures

SECTION 1. INTRODUCTION

The Mass Transportation Authority (MTA) operates a Public Transportation System in Genesee and Surrounding Counties and is located at 1401 South Dort Hwy, Flint, Michigan.

SECTION 2. SCOPE OF WORK

2.1 OVERVIEW

The Mass Transportation Authority (“MTA”) is seeking a vendor to administer and manage its transit advertising on and in its fixed route buses as well as on its passenger cars, transit vans, paratransit vehicles, Your Ride vehicles, Rides to Wellness vehicles and bus shelters.

This document formalizes the MTA’s requirements for the administration of this program.

Proposers shall state their total, firm fixed price on the Price Proposal form Attachment A. The term of this contract shall be for five (5) years with an effective start date being determined after board approval of an awardee.

MTA makes no representations, warranties or agreements with respect to this RFP. In addition, MTA makes no commitment to purchase any products or services or take any other action, including but not limited to, awarding a contract to the individual/firm submitting the most qualified responsive proposal. MTA reserves the right to amend or cancel this RFP at any time for any or no reason. All amendments to this RFP shall be in writing.

2.2 GENERAL REQUIREMENTS

The MTA is seeking a vendor to administer and manage its transit advertising on its fleet vehicles and the full color (10’ x 30’) digital sign located at the Downtown Flint Transportation (615 Harrison Street, Flint, MI 48502).

The fleet mix and type and quantity of advertisements allowed on each type of bus is described below. These numbers represent MTA's best estimate on the fleet mix and are subject to change.

14 Ex-large buses (45’ in length) 61 Large buses (40' in length) 38 Mid-size buses (37' in length) 79 Four Door SUVs (14’ - 19’ length) 3 Electric Cars (13’ length) 3 Minivans (19’ length) 62 El Dorado (22’ - 24’ length) 3 Trolleys (35’ length) 64 Small Buses/Transits (22’ length)

A total list of vehicle makes and models can be provided to the awardee of this RFP.

Specific advertising, accounting and invoicing requirements are as follows:

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1. Vendor agrees to solicit advertising in an effort to completely sell all available advertising space authorized by this Agreement. This includes the full color (10’ x 30’) digital sign located at the Downtown Flint Transportation, 615 Harrison Street, Flint MI 48502.

2. Vendor agrees to refuse advertising of tobacco and/or alcoholic beverage products on any MTA vehicles, or advertising deemed unacceptable or inappropriate for ridership and viewers of all ages.

3. If requested in writing by MTA, an advertiser's poster, inside or outside of any bus, shall be removed by Vendor within 48 hours of receipt of written request.

4. Installation and removal of advertisements on fixed route vehicles shall be done by Vendor at Vendor’s sole expense. Installation and removal at the MTA shall be done by Vendor between the hours of 8:00 p.m. and 4:30 a.m. unless prior approval is obtained from MTA. Vendor shall be responsible for, at no cost to the MTA, any repairs required as a result of installation or removal of advertisements. This includes, but is not limited to, any paint or stripe damage, if any, resulting from the removal of direct application advertisements. Installation and removal of advertisements on the transit center billboard shall be done by MTA Quality Assurance Coordinator or Transit Center Manager.

5. MTA and Vendor shall work together to continue the Full Wrap Bus and Full Wrap Tail programs in which the entire bus or just the tail of the bus is wrapped with a vinyl adhesive printed with the advertiser’s message. MTA shall have the right of prior approval of all advertising to be proposed for this program. Vendor shall be responsible for initial application and final removal of the vinyl graphics. Upon removal of graphics, VENDOR shall be responsible for, at no cost to MTA, repainting the bus to the original color scheme and replacing any damaged stripes or markings, if any, discovered during removal.

6. Vendor shall be responsible for any storage space required to store Vendor 's tools, advertising signs, or any other items required to complete tasks and responsibilities. MTA will not make space available for storage of these items on MTA property.

7. By the fifteenth (15th) day of each month, Vendor shall furnish to the MTA a Posting Report which summarizes all advertisements which have appeared or will appear on MTA vehicles during that month. The Posting Report shall include the following for each advertisement:

advertisers name, name of advertisement, number of units, type of advertisement, posting and billing dates and gross revenue. Any deviations from normal contract procedures, such as, but not limited to, "bonuses", shall be noted on this report.

8. Upon request, Vendor shall furnish to the MTA a copy of each contract entered into by Vendor by advertising on all vehicles during this agreement. Terms and conditions of sales of advertising shall be at the sole discretion of Vendor, subject to the terms and conditions of this Agreement.

9. MTA shall have the option to retain, free of charge, 10% of the exterior bus advertising spaces for its own use. MTA may use these for their own use as part of barter (trade) agreements with any other firm. MTA will notify Vendor in a timely manner when it plans to use this space. An audit of Vendor’s records shall periodically be conducted by MTA to verify the amounts of unsold advertising space available. Such audit may be conducted every six months.

10. Vendor shall reserve five (5) interior card spaces per bus interior for MTA's own use. In addition, Vendor may sell any unused interior spaces under the scope of work for this RFP.

MTA's interior bus cards shall have priority of installation over all other non-revenue-generating and revenue generating interior cards. MTA further reserves the right to post at such places as it desires upon its bus books, coupon books, schedules or notices regarding its own services or operations.

11. If MTA decides to use any of its interior or exterior advertising space, Vendor agrees to install MTA's advertisements at no charge within ten (10) days after receipt and to remove all advertising within three (3) days of the specified removal date.

12. Vendor shall report, notify, and/or make MTA aware of all "trade contracts" that Vendor may obtain or have for the duration of this Agreement.

13. Vendor shall compensate MTA accordingly for such "trade contracts" by either (1) paying MTA monies equal to the percentage that MTA has in this Agreement or (2) by other means common in the industry. Such compensation will be determined by MTA and Vendor must obtain MTA approval prior to entering into any "trade contracts". Vendor shall be accountable to MTA for such "trade contracts".

14. Vendor shall establish an Irrevocable Letter of Credit in favor of MTA. The Irrevocable Letter of Credit shall be established on the effective date of this agreement and be in the amount of one-fourth of the minimum annual guarantee for each year the Agreement is in effect.

15. MTA agrees to cooperate fully with Vendor in providing ridership data, bus route information and actual bus promotions if requested by VENDOR to assist in sales promotions.

16. Vendor may be subject to annual audits on its business relating to the Bus Advertising Program. After receipt of reasonable notice, Vendor shall provide MTA access to records and facilities as MTA deems necessary to determine the accuracy of monthly statements and posting report.

17. MTA will not be seeking paid advertising on its digital board located at 1401 S. Dort Highway

Flint, MI 48503. MTA reserves the use of the digital board at 1401 S. Dort Highway for its own purposes.

18. MTA shall review any bus shelter advertisements and advertising programs as MTA is looking to expand this advertising program to increase revenue and support the advancement of public transit in Genesee County and beyond.

2.3 MINIMUM REQUIREMENTS FOR PRICING

Proposers shall provide a firm fixed percentage and revenue projections for the performance of this contract as detailed in Section 2.0, Scope of Work on the Proposal Cost Sheet (Attachment A). Transportation and daily expenses are the responsibility of the Proposer and shall not be included in the price for this contract or be eligible for reimbursement by MTA.

Any contract or price revisions shall be based on industry price changes and supported by adequate detail to document same. Any cost revisions shall not be allowed or implemented without prior consent of the MTA Purchasing Department.

MTA shall receive annual minimum amount guaranteed by the Contractor for the performance of work. Price Proposal shall offer a percentage of revenues and a guaranteed revenue for each of the five (5) years from date of contract. Proposer shall supply contract billing rate information detailing the billing rates for direct labor, overhead, and other direct costs for the proposer’s staff listed in the response and for all other staff included in the proposer’s organization that will be performing the services.

The Proposer shall establish the total price for the services listed in Section 2.2 on the Price Proposal Form. The Price Proposal Form shall be signed by a duly authorized representative of the Proposer’s company.

Prices quoted shall be a firm fixed price for twelve (12) months from date of contract. Any contract or price revisions shall be based on industry price changes and supported by adequate detail to document same. Any cost revisions shall not be allowed or implemented without prior consent of the MTA Purchasing Department.

SECTION 3. PROPOSAL SUBMISSION

3.1 SUBMISSION OF PROPOSALS

Sealed proposals can be sent electronically through Bidnet Direct (https://www.bidnetdirect.com/mitn) or received by the Flint MTA, 1401 South Dort Highway, Flint, Michigan on or before 3:00 P.M. (EDT), December 3rd, 2025. Proposers must register with Bidnet Direct to upload and submit a proposal. Proposals submitted by facsimile or email will not be accepted. Sealed envelopes containing the proposal response must be labeled with the proposal name, proposal number, proposal due date and your firm’s name. Submit one (1) original copy of the proposal, and one Adobe PDF electronic version of your proposal on a USB Flash Drive. Any electronic altering of this RFP shall be grounds for rejection of your submission. All Proposals become the property of the MTA. Proposals received in response to this RFP shall be considered received at the time actually received by the addressee or designated agent. Late proposals shall not be considered.

The Mass Transportation Authority (MTA) reserves the right to waive any informality in the Request for Proposal; to reject any or all proposals; and to make any award which it considers to be in the best interest of the MTA. The MTA reserves the right to use whatever reasonable and prudent evaluation techniques it deems appropriate.

No proposal may be withdrawn for a period of ninety (90) days after submission. Any questions or requests for clarification regarding this Request for Proposal must be presented by November 24th, 2025 and addressed to:

Jesse Lambert Purchasing Agent

E-mail: jlambert@mtaflint.org

MTA will consider no telephone inquiries regarding the RFP, and will consider no in-person inquiries. In the event that a firm attempts to contact any official, employee or representative of MTA in any manner contrary to the above requirements, said firm may be disqualified for further consideration.

3.2 EQUAL EMPLOYMENT OPPORTUNITY

“Contractor will be required to comply with all applicable Equal Employment Opportunity laws and regulations.”

3.3 DISADVANTAGED BUSINESS ENTERPRISES

MTA hereby notifies all Proposers that it will affirmatively insure in regard to any contract entered into pursuant to this Request For Proposal, Disadvantaged Business Enterprises will be afforded full opportunity to submit proposals in response to this Request For Proposal and will not be discriminated against on the grounds of race, color, national origin or sex in consideration for an award.

3.4 INELIGIBLE PROPOSERS

“All Proposers will be required to certify that they are not on the Comptroller General’s List of Ineligible Contractors.” The successful proposer shall be required to comply with the Mass Transportation Authority’s Affirmative Action Plan. The Mass Transportation Authority reserves the right to reject any proposal if the contractor fails to comply.

SECTION 4. PROPOSAL CONTENTS AND FORMAT

To enable consistent proposal evaluation, the following Proposal Contents/Format has been developed.

Failure to submit the requested documents could result in determining the submission as Non- Responsive and rejected. Proposals shall be submitted in the following format:

• Attachment A - Proposal Form – Signed and Completed

• Attachment B – Proposal Checklist – Signed and Completed

• Attachment C - Certificate Regarding Debarment and Suspension - Signed

• Attachment D - Certificate Regarding Lobbying – Signed mailto:jlambert@mtaflint.org

• Business Organization – State the full name and address of your organization, years in business and the branch office or other subordinate element that would perform or assist in performing the work, if applicable.

• Professional Personnel – State in precise terms the services you propose to provide and identify the personnel who will be assigned to service this contract and any Licenses and/or Credentials associated with them.

• Technical Capabilities - A description of Proposer’s Professional Qualifications and Technical Capabilities directly related to the Scope of Work of this project.

• Example Projects and References - Provide at least three (3) example projects which best illustrate the Proposer’s qualifications for the Project.

o Include the name and contact information for a person associated with each of the owners or the organizations which contracted for the services who is very familiar with the project and the Proposer’s (or Proposers’) performance. Alert the reference contact person that MTA staff will be contacting them.

o Indicate the start and completion dates of the referenced project(s) o Provide links to examples of plans that the Proposer has done in the past for

MTA to review (Bus and Car Wraps, Bus Shelters, etc.)

o Provide three (3) references. If a reference cannot be reached or does not respond to MTA’s request for information, MTA reserves the right to disqualify the relevant project from consideration in its evaluation. MTA may also consider the Proposer’s performance on contracts not submitted by the Proposer that MTA is aware of or becomes aware of as a result of reference questionnaires or other means.

• Schedule – Indicate the time frame in which you would be prepared to begin servicing the MTA.

• Additional information pertinent to your firm’s ability to perform this contract

SECTION 5. SELECTION CRITERIA

5.1 CRITERIA

This proposal is a “Best Value” procurement and all proposals received shall be subject to an evaluation by a selection committee for the purpose of selecting the most qualified proposal for the services required. MTA will make the award to the responsible Proposer whose proposal is most advantageous to MTA. Accordingly, MTA may not necessarily make an award to the Proposer with the highest technical ranking nor award to the Proposer with the lowest cost proposal if doing so would not be in the overall best interest of MTA.

The overall criteria listed below are listed in relative order of importance. As proposals are considered by MTA to be more equal in their technical merit, the evaluated cost or price becomes more important so that when technical proposals are evaluated as essentially equal, cost or price may be the deciding factor. The following factors will be considered in making the selection.

A. Technical: This criterion is a combination of the extent to which requirements of this RFP have been considered, defined and satisfied and offering the best value to MTA.

B. Price: This criterion refers to the “Minimum Amount of Revenue Guaranteed To MTA Annually” and the MTA percentage split.

C. Prior Experience: This refers to the nature and extent of prior experience with similar projects, including the years that the organization has been in business.

D. Ability: This criterion is a combination of the Proposer’s resources, stability and ability of the provider to meet the terms of the RFP. Emphasis will also be placed on the soundness of the proposer’s approach to the problem as depicted in Section 2.0 Scope of Work.

E. Professional Personnel: This refers to the qualifications of the person/s assigned to perform the tasks. Qualifications of professional personnel will be measured by education and experience, with reference to experience on projects similar to that described in this RFP.

5.2 BEST AND FINAL OFFER

Best and Final Offers (BAFO). After evaluations, Proposers in the competitive range may be given the opportunity to modify their proposal by submitting a Best and Final Offer (BAFO).

The BAFO shall fully comply with the RFP, including all Addenda. Final determination of acceptability of any proposal will be made by the Evaluation Committee on the information contained therein. The request for BAFOs shall include:

• Notice that this is the opportunity for submission of a BAFO;

• A common date and time for submission of written BAFOs, allowing a reasonable opportunity for preparation of the written BAFOs;

• Notice that if any modification to a BAFO is submitted, it must be received by the date and time specified for the receipt of BAFOs and is subject to the late submissions, modifications, and withdrawals of proposals provisions of the Request for Proposal;

• Notice that if Proposers do not submit a BAFO or a notice of withdrawal and another BAFO, their immediate previous Offer will be construed as their BAFO.

Any modifications to the initial proposals made by a Proposer in its BAFO shall be identified in its BAFO. After receipt of BAFOs, MTA reserves the right to (a) reopen negotiations; or (b) accept improvements to, enhancements of or other revisions to any proposal or alternate proposal at any time if it deems such to be in its best interest. BAFOs will be evaluated by the MTA according to the same requirements and criteria as the initial proposal selection process. MTA will make appropriate adjustments to the initial scores for any sub-criteria and criteria which have been affected by any proposal modifications made by the BAFOs.

MTA will then choose that proposal which it finds to be most advantageous to the MTA based upon the evaluation criteria. The results of the evaluations and the selection of a proposal for any award will be documented.

The MTA reserves the right to make an award to a Proposer whose proposal it judges to be most advantageous to the MTA based upon the evaluation criteria, with or without conducting any written or oral discussions with any Proposers or solicitation of any BAFOs.

No Proposer shall have any rights against MTA arising at any stage of the solicitation from any negotiations that take place, or from the fact that MTA does not select a Proposer for negotiations.

SECTION 6. GENERAL PROPOSAL CONDITIONS

6.1 NOTICE OF FORMAL SOLICITATION

Notwithstanding any other provision of this RFP, all proposers are hereby specifically advised that this RFP is a form solicitation for proposals only, and is not intended and it not to be construed as an offer to enter into an agreement or engage into any formal competitive proposal or negotiation pursuant to any statue, ordinance, rule or regulation.

6.2 METHOD OF RESPONSE

Responses to this RFP shall be made according to the scope of work and instructions contained herein. Failure to adhere to instructions may be cause for rejection of any proposal.

6.3 ACCEPTANCE OF TERMS AND CONDITIONS

Proposers understand and agree that submission of a proposal will constitute acknowledgment and acceptance of, and a willingness to comply with, all the terms, conditions, and criteria contained in this RFP, except as otherwise specified in the proposal. Any and all parts of the submitted proposals may become part of any subsequent Agreement between the selected Contractor and the MTA.

6.4 FALSE, INCOMPLETE OR UNRESPONSIVE STATEMENTS

False, incomplete, or unresponsive statements in connection with a proposal may be sufficient cause for rejection of the proposal. The evaluation and determination of the fulfillment of the above requirement will be MTA’s responsibility and its judgment shall be final.

6.5 CLEAR AND CONCISE SUBMISSION

Proposals shall provide a straightforward, concise delineation of the proposer’s capability to satisfy the requirements of the RFP. Each proposal shall be submitted in the requested format and provide all required information, including but not limited to information, if requested, relating to capability, experience, financial resources, management structure and key personnel, and other information as specified in Section 2 and outlined in Section 4 and otherwise required in this RFP. Each proposal shall be signed in ink by a duly authorized officer of the company.

SECTION 7. INFORMATION FOR THE CONTRACTOR

7.1 CONTRACT DOCUMENTS

The “Request For Proposal”, the “Proposers Submission”, the “Contract”, the “General Terms and Conditions”, and the “Scope of Work”, are the contract documents that will form the Contract.

Proposers should examine each of the contract documents.

7.2 DATE AND PLACE FOR DELIVERING PROPOSALS

Pursuant to the “Request For Proposal” sealed proposals will be received by the Mass Transportation Authority, 1401 South Dort Highway, Flint, Michigan 48503 on or before 3:00 PM (EST), Wednesday, December 3rd, 2025. The awarding of the Contract, if awarded, will be made by MTA as soon thereafter as practicable.

7.3 PRINTED FORM FOR PROPOSALS

All proposals must include a form with price as a per month cost and annual cost (Price Proposal Form), and must be signed and acknowledged by the party, in accordance with the directions in this RFP.

7.4 OMISSIONS AND DISCREPANCIES

Should a proposer find discrepancies in, or omissions from the Specifications of Contract documents, or should he be in doubt as to their meaning, he should at once notify the Purchasing Agent who may send a written instruction to all proposers.

7.5 ACCEPTANCE OR REJECTION OF PROPOSALS

The Mass Transportation Authority reserves the right to reject any or all proposals without limiting the generality of the foregoing. Any proposal which is incomplete, obscure or irregular may be rejected.

7.6 ACCEPTANCE OF PROPOSALS AND THE EFFECT

Within ninety (90) days after the opening of the proposals, MTA will act upon them. The acceptance of a proposal will be a notice in writing signed by a duly authorized representative of the MTA, and no other act of the MTA shall constitute the acceptance of a proposal. The acceptance of a proposal shall bind the successful proposer to receive the Contract. The rights and obligations provided for in the Contract shall become effective and binding upon the parties only with its formal execution by the General Manager.

7.7 TIME FOR EXECUTING CONTRACT AND DAMAGES FOR FAILURE TO EXECUTE

Any proposer whose submission shall be accepted will be required to appear at the office of MTA in person, or, if a firm or corporation, a duly authorized representative shall so appear, and to execute the Contract within seven (7) days after notice that the Contract has been awarded.

Failure to do so shall constitute a breach of the agreement effected by the acceptance of the proposal.

7.8 PRIME CONTRACTOR RESPONSIBILITIES

The selected Contractor will be required to assume responsibility for all requested deliverables as indicated in Section 2.0 regardless of who produces them. Further, MTA will consider the selected company to be the sole point of contact with regard to contractual matters, including payment of any and all charges resulting from the contract. Contractor and/or subcontractor shall give a copy of their State of Michigan Contractor License and permits from governmental agencies as required upon notification of award.

The prime Contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 30 days from the receipt of each payment the prime contractor receives from MTA. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the MTA. The clause applies to both DBE and non-DBE subcontracts.

Retainage:

The prime Contractor agrees to return retainage payments to each subcontractor within 30 days after the subcontractors’ work is satisfactory completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the MTA. This clause applies to both DBE and non-DBE subcontracts.

MASS TRANSPORTATION AUTHORITY

CONTRACT AGREEMENT

This Agreement made this_______________ day of__________________, 20____, between the Mass Transportation Authority, herein called the “Authority” and/or “Buyer” and ________________________________________________________________________ herein called the “Contractor” and/or “Seller”.

In consideration of the mutual promises and agreements hereinafter set forth, the parties agree to undertake, carry out and perform this Contract in accordance with the terms and conditions as set forth herein, and as follows:

1. The Contract Documents:

The Contract Documents consist of this Agreement, the “Information for Proposers”, the “Invitation to Bid”, the “Proposer Proposal”, the “General Terms and Conditions”, and the “Scope of Work”.

These form the Contract and all are fully a part of the Contract as if attached to this Agreement or reported herein. If there is a conflict between the contract and any of the referenced documents then the original RFP/IFB with addendums shall take precedence. Reference number:________________.

2. The Performance:

The Contractor shall furnish pursuant to the terms and conditions of this Contract labor and material listed in the attached specifications.

3. Time of Commencement and Completion:

The Contractor shall perform under this Contract from the date hereof until ________________________________, or a later date if extended by mutual consent of the parties.

4. Independent Contractor:

The Contractor is employed by the Authority as an independent Contractor and has and retains the right to exercise full control and supervision of the services including compliance with Social Security, withholding and all other regulations governing such matters. The contractor agrees to indemnify, defend and save harmless the Authority, its agents, officers and members of the Board of the Mass Transportation Authority against any and all loss, damage or expense which the Authority may suffer by reason of liability imposed by law upon the Authority or Contractor for damages because of bodily injury, including death at any time resulting there from sustained by any person or persons, or on account of damage to property are due to the fault of the Contractor, its sub-contractors or their employees, agents or any other person under the direct or indirect Contract of the Contractor.

5. Contractor’s Financial Responsibilities:

Any costs due to the fault of the Contractor, sub-contractor, or anyone directly employed by them either for making good of defective work, disposal of material wrongly supplied, making good of damage to property, or excess costs from material or labor, or otherwise shall be borne by this Contractor, and the Authority may withhold money due the Contractor to cover any such costs.

6. Assignment:

The Contractor shall not assign or transfer any interest in this Agreement or delegate its performance of duties except on prior written approval of the Authority, which approval shall not be unreasonably withheld. Consent to assign, transfer or delegate any interest or performance of this Contract shall not be construed to relieve the Contractor of any responsibility for the fulfillment of this Agreement.

7. Payments:

The Authority shall pay the Contractor for the performance of work in current funds per price stated in the “Proposers Proposal” upon completion and acceptance by the Mass Transportation Authority.

The Contractor shall invoice each item against an Authority Purchase Order and all invoices for the calendar month shall be payable by the fifteenth day of the following month.

No payment will be made to the Contractor for material not delivered upon the Authority premises, unless otherwise agreed to in writing by the Authority.

Neither payment made under the Contract or used by the Authority of the labor and material provided shall be evidence of performance of the Contract, either in whole or in part, nor shall such payment, final or otherwise, be construed to relieve the Contractor from its obligation to make good any defects arising or discovered in its performance within the period of its guarantee, nor shall the Authority be deemed to waive any specific obligation the contractor may assume as to its performance.

8. Testing:

At any time if it is determined by an independent testing firm analysis that equipment delivered and installed is substandard, the Authority reserves the right to discontinue shipments and shall not be obligated to pay for such substandard shipment already delivered. The Contractor agrees to pay all costs incurred by the Authority to provide test on equipment delivered and installed found not meeting the specification.

9. Termination for Convenience:

The Authority may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Authority’s best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the Authority to be paid the Contractor. If the Contractor has any property in its possession belonging to the Authority, the Contractor will account for the same, and dispose of it in the manner the Authority directs.

10. Termination for Default:

The Authority reserves the right to cancel all or any part of the work covered by this Agreement and/or Purchase Order, if Seller does not make deliveries as specified in the schedules or so fails to make progress as to endanger performance of the work and does not correct such failure after receipt of written notice from the Authority specifying such failure, or if Seller breaches any of the terms hereof, including the warrants of Seller. Should cancellation be made for cause, the Authority reserves the right to purchase elsewhere and if additional costs are incurred, such costs are to be at the Seller’s expense. The Seller shall be liable for any other damages suffered by the Authority as a result of any breach by the Seller in the performance of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives, as of the day first above written.

VENDOR MASS TRANSPORTATION AUTHORITY

Title General Manager, Edgar H. Benning

WITNESS: WITNESS:

GENERAL TERMS & CONDITIONS

1. CONTRACT:

The Contract resulting from the acceptance of this order is to be construed according to the laws of the State of Michigan and is non-assignable by Contractor except upon prior written approval of the Buyer.

2. WARRANTY:

Contractor expressly warrants that all materials and work covered by an order will conform to the specifications, drawings, samples or other description furnished or specified by the Buyer, and will be merchantable, of good materials and workmanship and free from defect and fit for the purposes intended. Contractor expressly warrants that all the material covered by an order which is product of Contractor, or is in accordance with Contractor’s specifications, will be for and sufficient for purposes intended. All labor, materials, and systems shall function at levels meeting or exceeding operational design specifications, and shall be fully warranted for one year.

3. POTENTIALLY HARMFUL INGREDIENTS:

Contractor agrees to promptly furnish to Buyer, 1) Upon written request a list of all ingredients in materials purchased there under, and as necessary, the amount of one or more ingredients; and 2) Thereafter, information concerning any changes in such ingredients.

4. TERMINATION FOR DEFAULT:

MTA reserves the right to cancel all or any part of the work covered by the agreement and/or purchase order, 1) if Contractor does not make deliveries as specified in the schedules; or 2) so fails to make progress as to endanger performance of the work and does not correct such failure after receipt of written notice from Buyer specifying such failure; or 3) refuses or fails to prosecute the work or any separable part, with the diligence that will ensure its completion within the time specified in this contract or any extension or fails to complete the work within this time; or 4) if Contractor breaches any of the terms hereof, including the warrants of Contractor. Should cancellation be made for cause, MTA reserves the right to purchase elsewhere and if additional costs are incurred, such costs are to be at Contractor’s expense. Contractor shall be liable for any other damages suffered by the Buyer as result of any breach by the Contractor in the performance of an Agreement.

MTA, in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the Notice of Termination will state the time period in which cure is permitted and other appropriate conditions

If Contractor fails to remedy to MTA's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [10 days] after receipt by Contractor of written notice from MTA setting forth the nature of said breach or default, MTA shall have the right to terminate the contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude MTA from also pursuing all available remedies against Contractor and its sureties for said breach or default.

5. TERMINATION FOR CONVENIENCE:

MTA reserves the right to terminate an agreement, in whole or in part, at any time by written notice to Contractor when it is in Buyer’s best interest. Contractor shall be paid its costs, including contract closeout costs, and profit on work performed up to the time of termination. Contractor shall promptly submit its termination claim to Buyer to be paid the Contractor. If Contractor has any property in its possession belonging to the Buyer, Contractor shall account for the same, and dispose of it in the manner Buyer directs.

Termination for Convenience or Default (Architect and Engineering)

MTA may terminate this contract in whole or in part, for the MTA’s convenience or because of the failure of the Contractor to fulfill the contract obligations. The MTA shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the MTA ‘s Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. MTA has a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, all such data, drawings, specifications, reports, estimates, summaries, and other information and materials.

If the termination is for the convenience of the MTA, the MTA’s Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services.

If the termination is for failure of the Contractor to fulfill the contract obligations, the MTA may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the MTA.

If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of MTA.

6. INSPECTION:

All material shall be received subject to Buyer’s inspection and rejection. Defective material or materials not in accordance with Buyer’s specifications will be held for Contractor’s instructions and at Contractor’s expense. Payment for material on an order prior to inspection shall not constitute an acceptance thereof, nor will acceptance remove Contractor’s responsibility for latent defects.

7. CHANGE IN SPECIFICATIONS:

Buyer reserves the right at any time, to make changes in drawings and specifications as to any material and/or work covered by an order and/or schedules. Any difference in price or performance time resulting from such changes shall be equitably adjusted and/or schedule shall be modified, in writing, accordingly.

8. REMEDIES

The remedies herein reserved shall be cumulative and additional to any other or further remedies provided in law or equity. No waiver or breach of any provisions of an order shall constitute a waiver of any other breach or such provision.

9. INSURANCE:

If the accomplishment of an order requires the performance of services or labor on the premises of Buyer, Contractor agrees to indemnify and protect Buyer against all liabilities, claims or demands for injuries or damages to any person or property growing out of the performance of this Contract by Contractor, its servants, employees, agents or representatives. Contractor agrees to carry and to furnish certificates from its insurance carriers showing that it carries valid insurance in the following minimum limits:

A. Workmen’s Compensation-statutory limits for State of Michigan or for the state in which the work is to be performed.

B. General Public Liability $2,000,000. and Property Damage $2,000,000.

C. Automobile Public Liability $2,000,000. and Property Damage $2,000,000.

Said certificates must set forth the amount of coverage, number of policy, and date of expiration. If Contractor is a self-insurer, the certificate of the appropriate state agency of the state must be furnished by such agency directly to Buyer. The purchase of such insurance coverage or the furnishing of the aforesaid certificates shall not be a satisfaction of Contractor’s liability thereunder or in any way modify Contractor’s indemnification of Buyer.

10. ADVERTISING:

Contractor shall not, without first obtaining the written consent of Buyer, in any manner, advertise or publish the fact the Contractor has contracted to furnish Buyer the material herein ordered. Failure to observe this provision permits Buyer to terminate the Contract resulting from the acceptance of an order without any obligation to accept deliveries after the date of termination or make further payments except from completed articles delivered prior to termination.

11. STATE APPROVAL:

If the articles covered by an order require approval for the sale and/or use thereof by State statute or regulations, Contractor certifies it has or will obtain an approval for their sale and/or use from the appropriate agency of the State. Contractor will submit to Buyer a copy of each such approval for sale and/or use.

12. GOVERNMENT REGULATIONS:

In the performance of work under an order, Contractor agrees to comply with all applicable Federal, State, or Local laws, rules, regulations or ordinances.

13. EXEMPTION FROM TAXES:

The Mass Transportation Authority, is tax exempt under Public Act No. 551963, Section 8.

The vendor certifies that all such taxes are not included in the prices shown herein.

14. FEDERAL TAX LIABILITY AND RECENT FELONY CONVICTIONS:

(1) The contractor certifies that it: (a) Does not have any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and

(b) Was not convicted of the felony criminal violation under any Federal law within the preceding 24 months.

If the contractor cannot so certify, the Recipient will refer the matter to FTA and not enter into any Third Party Agreement with the Third Party Participant without FTA’s written approval.

(2) Flow-Down. The Recipient agrees to require the contractor to flow this requirement down to participants at all lower tiers, without regard to the value of any subagreement.

15. INTEREST OF MEMBERS OF STATE LEGISLATURE:

No member of the State Legislature shall be admitted to any share or any part of a Contract or any benefit arising there from.

16. AUDIT & INSPECTION OF RECORDS BY MICHIGAN DEPARTMENT

OF TRANSPORTATION:

The Contractor shall permit authorized representatives of the State or Federal government to inspect and audit all data and records of the Contractor relating to its performance under a Contract until expiration of three (3) years after final payment under this Contract.

Record Retention. The Contractor will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, sub-agreements, leases, subcontracts, arrangements, other third party agreements of any type, and supporting materials related to those records.

Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.333. The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto.

Access to Records. The Contractor agrees to provide sufficient access to FTA and the State of Michigan and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required.

Access to the Sites of Performance. The Contractor agrees to permit FTA and the State of Michigan and its contractors access to the sites of performance under this contract as reasonably may be required.

17. ADDITIONAL REQUIREMENTS OF MICHIGAN DEPARTMENT OF

TRANSPORTATION:

The Contractor agrees to comply with the State of Michigan provisions for “Prohibition of Discrimination in State Contracts”, as set forth in Appendix A, attached hereto and made a part hereof. The Contractor further covenants that it will comply with the Civil Rights Act of 1964, being P.L. 88-352, 78 Sat. 241, as amended, being Title 42 U.S.C. Sections 1971, 1975a-1975d, and 2000a-2000h-6 and will require similar covenants on the part of any subcontractor employed in the performance of this Contract.

18. EQUAL EMPLOYMENT OPPORTUNITY:

In connection with Project implementation, the Contractor may not discriminate against any employee or applicant for employment because of race, color, age, creed, sex, disability, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that during employment, employees are treated without regard to their race, color, disability, religion, sex, age, or national origin. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor shall insert this same clause in all subcontracts.

Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to:

(1) Withholding monthly progress payments;

(2) Assessing sanctions;

(3) Liquidated damages; and/or

(4) Disqualifying the contractor from future bidding as non-responsible.

19. DISADVANTAGED BUSINESS ENTERPRISES

A. This Contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency’s overall goal for DBE participation is 1.24%.

Each contract MTA signs with a Contractor, (and each subcontract the Prime Contractor signs with a subcontractor) shall include the following assurances:

B. The Contractor, sub recipient, or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of a contract. The Contractor shall carry out applicable requirements of 49 C.F.R. Part 26 in the award and administration of all DOT-assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this Contract, which may include, but is not limited to:

• Withholding monthly progress payments

• Assessing sanctions

• Liquidated damages; and/or

• Disqualifying the Contractor from future bidding as non-responsible. 49 C.F.R. §

26.13(b).

• Or such other remedy as MTA deems appropriate.

C. Each Contract the MTA signs with a Contractor (and each subcontract the Prime Contractor signs with a subcontractor) shall include a clause requiring the Prime Contractor to pay subcontractors for satisfactory performance of their contracts no later than 30 days from receipt of each payment MTA makes to the Prime Contractor.

D. PROMPT PAYMENT MECHANISM: The Prime Contractor agrees to pay each subcontractor under this Prime Contract for satisfactory performance of its Contract no later than 30 days from the receipt of each payment the Prime Contractor receives from MTA. Any delay or postponement of payment from the above referenced timeframe may occur only for good cause following written approval of the MTA. This applies to both DBE and non-DBE subcontracts.

E. RETAINAGE: The Prime Contractor agrees to return retainage payments to each subcontractor within 30 days after the subcontractor’s work is satisfactorily completed. Any delay or postponement of payment from the above referenced timeframe may occur only for good cause following written approval of the MTA. This clause applies to both DBE and non-DBE subcontracts.

F. MONITORING AND ENFORCEMENT: The Prime Contractor shall maintain records and documents of payments to DBEs for three (3) years following the performance of the Contract. These records shall be available for inspection upon request by any authorized representative of the MTA or USDOT.

20. CIVIL RIGHTS AND EQUAL OPPORTUNITY:

MTA is an Equal Opportunity Employer. As such, the MTA agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the MTA agrees to comply with the requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications. The Contractor shall comply and assure the compliance by subcontractors under this Contract with all requirements of Title VI of the Civil Rights Act of 1964, 42 U.S.C. 2000d;

Department of Transportation regulations, “Nondiscrimination in Federally Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act”, 49 C.F.R. Part 21.

Under this Agreement, the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof.

1. Nondiscrimination. In accordance with Federal transit law at 49 U.S.