RFP - Bus Advertising Services_final.pdf

VALLEY TRANSIT

REQUEST FOR PROPOSALS (RFP) FOR

BUS ADVERTISING SERVICES

RFP VT26-001

March 10, 2026

Valley Transit

801 S. Whitman Ave Appleton, Wisconsin 54914

Valley Transit Request for Proposals

Valley Transit Page i

TABLE OF CONTENTS

PART A – BACKGROUND & GENERAL INFORMATION

Background Bus Service Level Disadvantaged Business Enterprise Funding Contract & Payments Insurance

PART B – SCOPE OF WORK

Summary Revenue Revenue Payments Residual Advertising Assignment of Contracts Material Ad Installation & Removal Advertising Policy

PART C – VALLEY TRANSIT RESPONSIBILITIES

Contract Administrator Fleet Maintenance Ad Installation Scheduling

PART D – PROPOSAL REQUIREMENTS AND SUBMITTAL INSTRUCTION

General Information Proposed Schedule Written Questions & Addenda Proposal Selection Evaluation Criteria Interview/Presentation Protest Procedure Required Proposal Requirements Written Response Format Revenue Proposal Form

APPENDIX 1 – FEDERAL CONTRACT CLAUSES

APPENDIX 2 – SAMPLE CONTRACT

APPENDIX 3 – CITY OF APPLETON INSURANCE REQUIREMENTS

Valley Transit Page 2

PART A – BACKGROUND & GENERAL INFORMATION

Background

Valley Transit, owned and operated by the City of Appleton, provides fixed route bus and complimentary ADA demand responsive paratransit service along with other ancillary paratransit services to customers in the Fox Cities. Valley Transit’s service area generally consists of the Cities of Appleton, Neenah, Menasha and Kaukauna; Towns of Buchanan and Grand Chute; and Villages of Fox Crossing, Kimberly and Little Chute. The City of Appleton/Valley Transit is hereinafter referred to as “Valley Transit.”

Valley Transit currently manages the bus advertising sales and installs with internal staff. The objective of this RFP is to identify and select a qualified Contractor to sell, install, display, and maintain advertising space on 28 Valley Transit heavy duty buses to generate and grow advertising revenue for Valley Transit.

The current fleet consists of the following vehicles:

Year Manufacturer Model Size Quantity

2017* New Flyer XD40 40’ 3

2018* New Flyer XD40 40’ 1

2019 New Flyer XD35 35’ 9

2020 New Flyer XD40 40’ 5

2021 New Flyer XD35 35’ 5

2022 New Flyer XD40 40’ 3

2022 New Flyer XD35 35’ 2

*Model year 2017 & 2018 buses provide limited service (a few hours each day during the school year). Remaining vehicles are used in regular daily service.

Valley Transit utilizes approximately 16-20 buses in daily service. The assignment of buses to routes is rotated daily. Valley Transit does not continuously assign the same bus to the same route. The only assignment constraint is that 40’ buses are reserved for the busiest routes to ensure adequate capacity.

In 2024, Valley Transit buses provided 628,735 passenger trips and operated 781,320 total miles. Valley Transit CY 2026 bus service will operate on weekdays from 5:45 am to 6:45 pm and Saturdays from 7:45 am to 1:45 pm on regular schedules throughout the Fox Cities.

Further info about Valley Transit, including route maps, can be found at: https://myvalleytransit.com/.

Bus Service Level

The services described in this RFP are based on current funding levels. It is important to note that budgetary changes at all levels of government may result in the reduction of services currently provided by Valley Transit. Valley Transit has plans to expand service within the next 5 years. As a https://myvalleytransit.com/

Valley Transit Page 3 result, Valley Transit does not imply or guarantee that current levels of service or passenger volumes will be maintained over the term of this procurement.

Disadvantaged Business Enterprise

Valley Transit has established a Disadvantaged Business Enterprise (DBE) program in accordance with regulations of the U.S. Department of Transportation (DOT), 49 CFR Part 26. It is the policy of Valley Transit to ensure that DBEs, as defined in 49 CFR Part 26, have an equal opportunity to receive and participate in DOT-assisted contracts.

There is no contract goal established for this agreement. If a proposer is certified as a DBE in the State of Wisconsin and listed in the Unified Certification Program Directory, please indicate DBE certification within the submitted proposal in the “Qualifications, Related Experience & References” section of the Written Proposal Response.

Funding

Funding for Valley Transit is provided by City, County, State, and Federal taxpayer dollars. As such, the agreement with the successful proposer shall be subject to the rules and regulations of Wisconsin Department of Transportation and the Federal Transit Administration, under the provisions of the Urban Mass Transportation Act of 1964, as amended. The successful Contractor shall be responsible for complying with all applicable laws and regulations governing the services described in this RFP as a Contractor of Valley Transit. Specific Federal requirements are outlined in Appendix 1.

Contract & Payments

The term of the contract will be for five (5) consecutive years commencing on in May of 2026. A sample City of Appleton contract is shown in Appendix 2. Proposers are required to call out any proposed modifications to the sample contract in your proposal submittal.

Insurance

The Contractor shall not commence work until it has obtained all insurance required. See Appendix 3.

Valley Transit Page 4

PART B – SCOPE OF WORK

Summary The awarded Contractor shall provide all work and services necessary to solicit and secure advertisers for available exterior and interior space on the buses; assist advertisers with design and production of materials as necessary; place and remove or arrange for the placement and removal of said materials on the buses; and handle all billing, collection, and payment of funds for the display of advertising on Valley Transit buses. The Contractor shall maximize advertising revenues and, as reasonably as possible, utilize 100% of the available advertising space.

The current available advertising locations include a full bus wrap, partial side wraps, streetside, curbside, tail, and interior bus cards (typically 11” X “28). Traditional exterior bus ad sizes for 35’ and 40’ buses can be found at: https://myvalleytransit.com/business/ (click on “Exterior Advertising Space & Rates” link).

Other ad sizes or available space may be used upon approval by Valley Transit.

Valley Transit currently offers unused interior bus ad space to government entities. The only cost for the government entity would be to cover the printing and material expenses of the bus cards. As a value-added service, Valley Transit prefers a contractor that can print and deliver affordable interior bus cards for Valley Transit and approved government entities. Other revenue generating interior bus cards take precedence over interior cards provided at no cost.

The successful Contractor shall allow Valley Transit to display advertising and notices pertaining to its own operations in unsold spaces and locations. The Contractor may not sell or install more than ten (10) full bus wraps without prior authorization by Valley Transit.

It shall be the responsibility of the Contractor to provide, install and remove all advertising signs/materials.

Revenue

The Contractor shall provide a monthly guaranteed minimum revenue amount and a monthly percentage of gross monthly sales in the Revenue Proposal Form in Part D. The Contractor shall pay Valley Transit the monthly guaranteed minimum revenue amount or the monthly percentage of gross monthly sales, whichever is greater. Proposers can propose different monthly minimums and percentages for each contract year at its discretion.

Any agency fees, commissions or production costs for which the contractor may become liable as a result of sale of the advertising space contemplated by this solicitation shall be the responsibility of the contractor and shall not be deducted from the guaranteed payments due Valley Transit.

Revenue Payments

It shall be the responsibility of the awarded Contractor to collect and retain all money and compensation paid or agreed to be paid by third parties for all advertising on Valley Transit buses.

https://myvalleytransit.com/business/

Valley Transit Page 5

Monthly reports and payments shall be forwarded within fifteen (15) days after the end of each month to:

Valley Transit 801 S. Whitman Ave.

Appleton, WI 54914

At a minimum, monthly reports shall contain each advertiser’s account:

• Name

• Gross revenue

• Percentage due Valley Transit

• Totals by ad location category

Residual Advertising

Existing bus advertising contracted for and installed on Valley Transit’s fleet shall be referred to as residual advertising. The awarded Contractor shall be required to fulfill existing contracts.

Assignment of Contracts

All advertising contracts generated through this revenue agreement shall be deemed to be assigned to Valley Transit. If the Bus Advertising Services agreement with Valley Transit is terminated or upon the natural expiration of its terms, all assigned advertising contracts shall become the property of Valley Transit. The awarded Contractor shall provide Valley Transit, or Valley Transit’s designee, with all advertising materials related to the assigned advertising contracts.

Material

The vinyl material used for the direct application of advertisements shall be selected for ease of application and removal, durability, and readability. Other materials may be used upon approval by Valley Transit.

Full and partial bus wraps with ad material that covers bus windows must be designed to allow passengers to see outside of the bus. Design should include visibility from the outside into the bus for security. Curb side window adjacent to the bus’s front door shall remain uncovered when full bus wrap is installed.

Valley Transit uses interior bus ad cards printed on paper card stock and plastic material. Valley Transit prefers .03 styrene plastic or an approved equal for all future interior ad cards.

Ad Installation & Removal

The Contractor is solely responsible for all labor and expense of application and removal of each advertisement and, if any damage occurs because of decal or card removal, for restoring the buses to their original condition, including repainting and reapplying the Valley Transit logo if necessary.

Valley Transit may direct the Contractor to complete the work or make the necessary repairs to advertisements.

Valley Transit Page 6

Advertisements displayed by the Contractor with dated content shall be removed by the end of the month in which the material expires. Advertisements with expired contracts shall be removed as soon as reasonably possible.

The contractor’s materials and/or other items affixed to Valley Transit buses shall not interfere with the normal operation, safety, or routine maintenance of said buses. Bus fleet number needs to remain visible or printed on vinyl when covered.

The Contractor must maintain a record of all interior and exterior advertising posted and removed by bus number.

Advertising Policy

Valley Transit reserves the right to reject any ad it deems inappropriate. Ads for tobacco, alcohol, religion, political candidates, and political issues will not be accepted. In addition, Valley Transit will not accept ads of a sexual or suggestive nature. The awarded contractor is expected to adhere to Valley Transit’s advertising policy.

Valley Transit shall review and approve all ads prior to installation. The awarded contractor is responsible for all proofing and edits for final ads.

Valley Transit Page 7

PART C – VALLEY TRANSIT RESPONSIBILITIES

Contract Administrator

Valley Transit’s Enterprise Account Manager shall act as contract administrator with respect to the work performed under this contract.

Fleet Maintenance

Valley Transit will notify the contractor when a bus is being held out of service for unscheduled maintenance or accident and will be out of service for an extended period of time.

Ad Installation Scheduling

Installation and removal of ads will be completed at Valley Transit’s garage located at 801 S. Whitman Ave., Appleton, WI 54914, unless another location is necessary upon approval of Valley Transit. Valley Transit can hold buses in the garage for installation of ads. Unforeseen mechanical issues can impact bus availability. The Contractor is required to provide Valley Transit a reasonable advance notice to schedule ad installations.

The Contractor shall complete all advertising installation work in an expeditious manner and shall not keep any bus out of service more than 2 hours, except for the installation of full bus wraps. The Contractor may keep a bus out of service for no more than two (2) days to install a full bus wrap advertisement.

The Contractor shall have access to buses during the hours (7:30 am – 5:00 pm, M-F). The Contractor’s installers must check in with Valley Transit supervisory staff prior to servicing bus advertisements.

If needed, Valley Transit can install interior ad cards after ads have been delivered to Valley Transit. Valley Transit requires advanced notification when interior ads need to be removed.

Valley Transit Page 8

PART D – PROPOSAL REQUIREMENTS AND SUBMITTAL INSTRUCTION

General Information

All proposals must be submitted via email or mail. All proposals must be received at Valley Transit by 10:00 AM (central time) on Tuesday March 31, 2026.

Submittal by Email Instructions:

An emailed proposal shall be received by Valley Transit prior to the due date and time shown above.

The email subject line shall state: “PROPOSAL FOR BUS ADVERTSING SERVICES, RFP VT26-001.” The email file size maximum is 15MB. Proposal file format shall be Portable Document Format (PDF).

Proposals shall be emailed to valley.transit@appletonwi.gov. Submitting a proposal to any email address other than valley.transit@appletonwi.gov does not constitute receipt of a proposal by Valley Transit.

It is the Proposer's responsibility to verify that the emailed proposal has been timely received and delivered to Valley Transit before the due date and time above. Valley Transit is not responsible for late receipt of a proposal, regardless of the reason for the delay. Proof of transmission does not constitute proof of receipt. The Proposer is responsible for confirming that their emailed proposal response has been successfully received by Valley Transit. To confirm receipt, email Kristin Stohl at Kristin.Stohl@appletonwi.gov prior to the due date.

Submittal by Mail Instructions:

If mailed, the proposal package should be addressed to the General Manager, c/o Valley Transit, 801 S. Whitman Ave., Appleton, WI 54914. On the outside of the envelope, the proposer should distinctly indicate the name and address of the firm and in the lower left corner should clearly indicate that the envelope contains a proposal for: “PROPOSAL FOR BUS ADVERTSING SERVICES, RFP VT26-001.” The sealed package shall contain a USB flash drive storing the proposal files in PDF format. When mailed, a hard copy of proposal materials may be included, but it is not required. If mailed, receipt of a proposal by the mail system or other City departments does not constitute receipt of a proposal by Valley Transit.

Any proposal or proposal documents received after the deadline set forth in this RFP will not be considered. Submission of proposal documents by facsimile equipment will not be accepted. It is the proposer's sole responsibility to ensure that their entire proposal is timely and physically received by Valley Transit prior to the deadline set forth in this RFP. Any proposals not complying with these instructions will not be considered submitted to Valley Transit and shall be returned to the proposer unopened and unread.

Proposals may be withdrawn prior to the date/time set for proposal opening. Proposals may be modified or withdrawn by the proposer’s authorized representative in person, or by written notice. If proposals are modified or withdrawn in person, the authorized representative shall make his or her identity known and shall sign a receipt for the proposal. Written notices shall be received in the office where proposal was submitted no later than the exact date/time for proposal due date.

All formal proposals submitted shall be binding for sixty (60) calendar days following the submission date.

mailto:valley.transit@appletonwi.gov mailto:valley.transit@appleton.org mailto:Kristin.Stohl@appletonwi.gov

Valley Transit Page 9

Valley Transit reserves the right to reject any or all proposals, to waive any informalities in the process, or to accept any proposal deemed in the best interests of the City of Appleton/Valley Transit.

Proposed Schedule

The following schedule provides information on events and deadlines for this proposal:

RFP Issued March 10, 2026

Last day for submitting written questions March 19, 2026

Email addenda to proposers, which includes answers to all questions submitted, supplements and/or revisions to RFP

March 24, 2026

Proposal submittal deadline (10:00 AM) March 31, 2026

Proposer Interview/Presentation, if needed April 7, 2026

Estimated contract award date May, 2026

Written Questions & Addenda

All written questions to this RFP must be emailed to Kristin Stohl at Kristin.Stohl@Appletonwi.gov according to the schedule above. Only interpretations or corrections of the RFP made in writing by Valley Transit are binding. If referencing specific RFP language, please include page number and section heading.

In the event that it becomes necessary to provide additional clarifying data or information, or to revise any part of this RFP, addenda will be provided to all known recipients of this initial RFP. To ensure all supplemental information (if available) regarding the initial RFP is shared, interested parties should email their contact info to Kristin Stohl at Kristin.Stohl@Appletonwi.gov before March 19, 2026.

Proposal Selection

Proposals will not be publicly opened. All proposals and evaluations will be kept strictly confidential, as allowed by law, throughout the evaluation, negotiations and selection process. Proposals will be initially reviewed to determine if mandatory requirements are met. Failure to meet mandatory requirements may result in the proposal being rejected. Valley Transit reserves the right to reject in whole or in part, any and all proposals, to waive any informalities, and to accept the proposal determined to be in the best interest of Valley Transit.

Accepted Proposals will be reviewed by an Evaluation Committee. Those Proposals which are judged by the Evaluation Committee to be the strongest will be short-listed (also known as the competitive range). The short-listed proposals will be advanced in the process, which could include an interview.

mailto:Debra.Ebben@Appletonwi.gov mailto:Debra.Ebben@Appletonwi.gov

Valley Transit Page 10

Based on the evaluation of the written proposal, additional information may be required to clarify or confirm proposal information. Additional information obtained may be of any or all of the following:

reference reviews, proposer interview and product demonstration. If additional information is needed via interview, Valley Transit will make every reasonable attempt for scheduling at a time and location that is agreeable to the proposer. Failure of a proposer to fulfill or accommodate additional information requests may result in rejection of that proposer’s proposal.

Valley Transit may request a best and final offer from proposals in the competitive range. The competitive range is determined by the evaluation committee.

If only one proposal is received and accepted in response to this solicitation, additional information may be requested from the single proposer to determine if the proposal is fair and reasonable or if a negotiation is required.

Award of the contract shall be made to the most responsive and responsible proposer whose proposal meets the specifications and provides the greatest overall benefit (best value) to Valley Transit.

Evaluation Criteria

The following four criteria are listed in priority order and will be used to evaluate the information submitted in each proposal.

Revenue: Both the proposed percentage payment and proposed guaranteed minimum monthly payment will be evaluated.

Professional Competence & Experience: The extent to which the firm has demonstrated competence in performing similar work and/or the extent of former client/customer satisfaction. The extent to which the firm has personnel with the necessary experience and technical skills to perform the work.

Overall Methodology: The extent to which the firm’s strategy maximizes sales and revenue throughout the term of the agreement.

Proposal: The extent to which the firm’s proposal is organized, complete, and demonstrates a thorough understanding of the service described in this RFP. Elaborate proposals beyond that sufficient to present a complete and effective proposal, are not necessary or desired.

Interview/Presentation

The Proposal Evaluation Committee may interview and request a presentation of proposal/service and request the proposer to demonstrate the capabilities of its service. Proposers should reserve date(s) noted in the Proposed Schedule for such interviews. Proposers will have the option for onsite or video conference interview.

If the Evaluation Committee determines the need for interviews, only vendors with highest evaluations (competitive range) will be invited for interview & presentation.

Valley Transit Page 11

Protest Procedure

Applicability.

These protest procedures apply to all Valley Transit formal competitive procurements (RFPs, RFQs and IFBs), unless different procedures are included in the procurement documents. Procurements that intend to utilize the protest procedures set forth herein should include a reference to these procedures. As used in this section, an “interested party” is any person or entity that has timely submitted a bid or proposal in response to a formal procurement. Protests may only be filed by an interested party.

Guidelines for Protests.

Strict compliance. Strict compliance with the protest procedures is required. No statement by Valley Transit employees, officers, or agents will modify or otherwise alter the protest procedures. Only Valley Transit’s governing boards are authorized to modify these procedures, or the protest procedures set forth in the applicable procurement documents.

Exhaustion of Remedies Required Prior to Pursuing Protest with Federal Funding Agency or any legal action in any court or tribunal. The protest procedures are intended to constitute administrative remedies that must be exhausted prior to an interested party commencing any legal action or requesting review by any applicable federal funding agency.

Deadline. Protests must be filed promptly after the basis for the protest is known, but no later than:

• Protests relating to the procurement solicitation must be submitted in writing no later than five (5) working days from the date of the first published advertisement.

• Protests relating to the evaluation process must be submitted in writing no later than five (5) working days from the postmarked date of written evaluation correspondence sent by the General Manager to the Contractor.

• Protest relating to the award must be submitted in writing no later than five (5) working days from the date of the award.

• Protests relating to post-award issues must be submitted in writing no later than five (5) working days from the date that the protestor verbalizes the concern to the General Manager.

• Requests for reconsideration (if data becomes available that was not previously known, or there has been an error of law or regulation) or appeal to a higher level must be submitted in writing no later than seven

(7) working days from the date of the initial determination.

Contents Of Protest. Protests must clearly identify the interested party and the procurement involved in the protest. Protests must completely and succinctly state each and every ground for protest in detail, its legal authority for each protest allegation, and the factual basis for such protest. The protest must include all factual and legal documentation in sufficient detail to establish the merits of the protest. Items that are not included in a protest shall be deemed waived and uncontested.

Filing Of Protest. Protests must be delivered to the Valley Transit offices during normal business hours (but in no event later than 5:00 p.m.) on or before the applicable deadline. Protests must be directed to the attention of the General Manager of Valley Transit.

Resolution. Protests will be decided based on written submissions and any other fact finding determined necessary or appropriate by Valley Transit. Valley Transit may establish a protest evaluation team and may consult with its legal counsel.

General Manager Response. Upon receipt of a written protest, the General Manager will meet with the protestor within five (5) working days and attempt to resolve the matter informally. If information provided at the

Valley Transit Page 12 conference is to be considered in the protest decision it must be submitted in writing within three (3) days of the conference. The General Manager will respond in writing within five (5) working days of the meeting to each substantive issue raised in the written protest.

If the protestor is not satisfied and indicates an intention to appeal to the next step, the General Manager will temporarily suspend the procurement process, provided that the protest has been timely filed before award, unless it is determined that:

• The items to be procured are urgently required.

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

• Failure to make prompt award will otherwise cause harm to Valley Transit.

Each prospective Contractor will be advised of the pending protest if the protest is filed before award.

Decision On Protest. The General Manager will issue a written decision regarding the protest within thirty (30) days after the filing of the detailed statement of protest.

Local Appeal Procedure. If the protestor makes a timely appeal of the General Manager’s decision the matter will be forwarded to the Fox Cities Transit Commission (FCTC) for their review. The protestor will be notified in writing of the date that the appeal will be heard. The recommendation of the FCTC will then be forwarded to the Appleton Common Council for ultimate local disposition of the protest.

FTA Funded Procurements. When the protest involves an FTA funded procurement, the contract administrator will disclose information regarding the protest to FTA and will keep the FTA informed about the status of the protest. If the protest alleges that Valley Transit has failed to follow its written bid protest procedures, the protestor may ask that FTA review the protest in accordance with FTA C4220.1F. The protester must deliver its appeal to the FTA Regional Administrator for the region administering its project or the FTA Associate Administrator for the program office administering its project within five (5) working days of the date when the protester has received actual or constructive notice of Valley Transit’s final decision. The FTA will generally limit its review of protests to those situations where a grantee, (i) does not have protest procedures, (ii) has not complied with its protest procedures, or (iii) has not reviewed a protest when given the opportunity to do so, or in cases of violations or federal law or regulation.

Required Proposal Requirements

Proposals shall include the specified elements below:

a. Transmittal/Cover Letter must contain the statements listed below and signed by an authorized officer of the responding organization.

1) The information contained in this submission is accurate and complete as of the date of submission.

2) The responding organization understands and is willing to comply with all contractual requirements.

b. Written Response Questions (Items to address found later in this document)

c. Revenue Proposal Form

d. Acknowledgement of Amendments/Addendums (if any)

Valley Transit Page 13

Written Response Questions

Proposers shall answer the following within their proposal. Each proposal shall limit their proposal to these elements and maintain the same order in their response. Valley Transit desires concise proposals.

However, the proposer should not withhold information from the written response in anticipation of a future presentation or interview, since this offering may not be solicited.

1) List name of Firm/Organization and Chief Executive Officer. Include business address, telephone number and email address. List name, title, phone number and email address of individual designated to represent organization in subsequent discussions or negotiations related to this solicitation.

2) Provide legal status of firm (sole proprietor, for-profit corporation or joint venture corporation, for-profit partnership, non-profit corporation, public agency, or other-identify) and year the firm was established.

3) List your firm’s existing bus advertising service contracts.

4) Have any of your contracts been canceled or suspended due to inability to comply with the terms of the agreement? If yes, describe why each agreement was canceled or suspended.

5) Identify each key staff member that will be assigned to this contract. For each staff member, include experience, qualifications, and responsibilities. Identify which staff person will be Valley Transit’s main contact for the service provided under the contract.

6) Provide three (3) recent references that you consider most relevant in demonstrating your ability to perform the proposed effort. For each reference, please include client’s name; client’s address; client’s main contact (email and phone number); services performed for the client; and current contract term. Valley Transit may check references outside of the submitted reference list.

7) What ad material will be used (exterior and interior ads)? Who will perform the ad installation and removal work at Valley Transit (subcontractors and/or in-house staff)? If subcontractors will be used, please list each subcontractor’s company name, location and years of experience installing ad material on buses.

8) Describe your firm’s strategy to maximize bus advertising sales for Valley Transit throughout the term of the agreement.

9) Briefly describe any additional information that you believe may be relevant to the evaluation of your organization’s proposal.

Valley Transit Page 14

Revenue Proposal Form

The proposer may recreate the form below but must maintain the same required content in the same order.

Company Name: __________________________

Proposed revenue for Valley Transit is as follows:

Year 1 Year 2 Year 3 Year 4 Year 5

Guaranteed Minimum Monthly Payment to Valley Transit1

Percentage of Gross Sales1 % % % % %

1 The Contractor shall pay Valley Transit the monthly guaranteed minimum revenue amount or the monthly percentage of gross monthly sales, whichever is greater.

I certify that all the information in this revenue proposal for bus advertising services is true and accurate.

Name, Title Company Name

Signature Date

Valley Transit Page 15

APPENDIX 1 – FEDERAL CONTRACT CLAUSES

The following clauses will be attached to the awarded proposer’s contract.

No Obligation by the Federal Government

(1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.

(2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by the Federal Transit Administration (FTA). It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

Program fraud and false or fraudulent statements and related acts 31 U.S.C. 3801 et seq.

49 CFR Part 31 18 U.S.C. 1001 49 U.S.C. 5307

(1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed.

In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate.

(2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

(3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.

Access to Records 49 U.S.C. 5325 18 CFR 18.36 (i)

49 CFR 633.17

1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C. F. R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C. F.

R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor’s records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311.

Valley Transit Page 16

2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor’s records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000.

3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions.

4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection.

5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three 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 Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto.

Reference 49 CFR 18.39(i)(11).

7. FTA does not require the inclusion of these requirements in subcontracts.

Federal Changes 49 CFR Part 18

Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement (see https://www.transit.dot.gov/sites/fta.dot.gov/files/2025-04/FTA-Master-Agreement-v33-changes.pdf) between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract.

Contractor’s failure to comply with this shall constitute a material breach of this contract.

Civil Rights 29 U.S.C. § 623, 42 U.S.C. § 2000 42 U.S.C. § 6102, 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.

The following requirements apply to the underlying contract:

(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it https://www.transit.dot.gov/sites/fta.dot.gov/files/2025-04/FTA-Master-Agreement-v33-changes.pdf

Valley Transit Page 17 will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

(2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract:

(a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41 C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, “Equal Employment Opportunity,” as amended by Executive Order No. 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

(b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

(c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

(3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties.

Disadvantaged Business Enterprises 49 CFR Part 26

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 1.18 %. A separate contract goal has not been established for this procurement.

b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted contract. 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 Valley Transit deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)).

c. The successful bidder will be required to report its DBE participation obtained through race-neutral means throughout the period of performance.

d. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor’s receipt of payment for that work from Valley Transit. In addition, [the contractor may not hold retainage from its subcontractors.] [is required to return any

Valley Transit Page 18 retainage payments to those subcontractors within 30 days after the subcontractor’s work related to this contract is satisfactorily completed.] [is required to return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor’s work by Valley Transit and contractor’s receipt of the partial retainage payment related to the subcontractor’s work.]

e. The contractor must promptly notify Valley Transit whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent from Valley Transit.

Incorporation of FTA Terms FTA Circular 4220.1F

Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1E are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any Valley Transit requests which would cause Valley Transit to be in violation of the FTA terms and conditions.

Termination Provisions 49 U.S.C. Part 18 FTA Circular 4220.1F

(1) Termination for Convenience - The performance of work under the Contract may be terminated by Valley Transit in accordance with this Section in whole, or from time to time in part, whenever Valley Transit determines that such termination is in its best interest. Any such termination shall be effected by delivery to the Contractor of a notice of termination specifying the extent to which performance of work under the Contract is terminated and the date upon which such termination becomes effective.

(2) Termination for Default - If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, Valley Transit may terminate this contract for default. Valley Transit shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract.

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 Valley Transit.

(3) Termination by Mutual Agreement - The Contract may be terminated by mutual agreement of the parties. Such termination shall be effective in accordance with a written agreement by the parties. Any other act of termination shall be in accordance with the termination by convenience or default provisions contained in these sections.

Suspension and Debarment This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945.

The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into.

By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:

http://www.fta.dot.gov/laws/circulars/publications_4063.html

Valley Transit Page 19

The certification in this clause is a material representation of fact relied upon by Valley Transit. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to Valley Transit, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

Resolution of Disputes, Breaches, or Other Litigation 49 CFR Part 18 FTA Circular 4220.1E

Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of Valley Transit’s Transportation Director. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the Transportation Director. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Transportation Director shall be binding upon the Contractor, and the Contractor shall abide be the decision.

Performance During Dispute - Unless otherwise directed by Valley Transit, Contractor shall continue performance under this Contract while matters in dispute are being resolved.

Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage.

Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the Valley Transit and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which Valley Transit is located.

Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any…