REQUEST FOR PROPOSALS FOR VEHICLE BODY REPAIR, PAINTING, AND TOWING. September 13, Tahoe Transportation District. P.O.

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1 REQUEST FOR PROPOSALS FOR VEHICLE BODY REPAIR, PAINTING, AND TOWING September 13, 2016 Tahoe Transportation District P.O. Box 499 Zephyr Cove, NV 89448

2 SECTION 1 PROCUREMENT SCHEDULE The Tahoe Transportation District (TTD) is issuing this Request for Proposals (RFP) for vehicle body repair, painting and towing/recovery on an as needed basis. Activity Date TTD issues RFP September 13, 2016 Deadline for submitting questions/clarifications September 30, 2016 (3 p.m.) TTD shall respond to questions/clarification October 3, 2016 Deadline for submitting proposals Interviews and facility walk-throughs October 10, 2016 (3 p.m.) Weeks of October 17 and 24 TTD finishes scoring and selection and provides October 28, 2016 notice of intent to award TTD recommends contract award to its Board November 11, 2016 TTD shall award a contract to the responsible proposer whose proposal is most advantageous to TTD, i.e. the best value, with price and other factors considered. TTD reserves its right to award to other than the low bidder. This RFP does not commit TTD to award a contract. TTD reserves the right to accept or reject any or all proposals. No proposal shall be binding upon TTD until after a contract is executed by duly authorized representatives of TTD and the selected proposer. SECTION 2 DESCRIPTION OF TTD The Tahoe Transportation District (TTD) is a bi-state, special purpose transportation district with jurisdiction to implement transportation projects in and around the Lake Tahoe basin. TTD is governed by an eleven-member Board of Directors made up of local jurisdictions and private transportation management associations, an at-large member, and two state agencies. TTD operates fixed-route public transit in the City of South Lake Tahoe, CA and Stateline, NV, as well as commuter services between Stateline and Minden/Gardnerville, NV. TTD also provides seasonal transit to Heavenly Ski Resort in the winter. TTD operates trolley service between South Lake Tahoe and Tahoe City, as well as a park and ride service from Incline Village to Sand Harbor State Park during the summer. TTD recently took over direct operations of its transit system from a contracted operator and is in the process of building its vendor list. TTD's vehicle fleet consists primarily of thirty-eight (38) transit buses ranging from 22 to 40 feet in length. Additional vehicles include a compact SUV and two heavy duty trucks. Most of these vehicles are located at the TTD Corp Yard, 1669 Shop Street, South Lake Tahoe, CA

3 SECTION 3 - SCOPE OF WORK/SERVICES The selected proposer will provide body repair, painting, and towing/recovery services to TTD on an as needed basis. The proposer must have a minimum of five (5) years recent experience performing similar work/services. The work shall be performed at the proposer s shop unless otherwise agreed to in writing by TTD. Compensation will be based on the prices proposed on the bid form attached as Attachment A. Vehicle Towing/Recovery: The proposer must be able to provide vehicle towing/recovery services in and out of the Lake Tahoe basin, including the South Shore, North Shore, Carson Valley, and out-of-region areas within TTD s service area. The proposer will need to have the capacity to recover vehicle sizes up to a 40-foot low floor bus. The proposer shall include pricing for vehicle recovery towing unrelated to repair pickup and delivery to the proposer. The proposer shall include specific rates for South Shore, North Shore, Carson Valley, and out-of-region vehicle towing/recovery. Body Repair and Painting: The proposer will provide auto body repair and painting services for transit vehicles and equipment, to include but not be limited to general body repair, dent repair, component replacement for exterior/interior body components, collision damage repair, glass repair/replacement, painting all or portions of vehicle bodies, and other repair services. Bent parts are to be straightened and reinforced or replaced if necessary. In the event that vehicle decals are damaged, the proposer will obtain new decals from TTD s decal provider and apply new decals to the repaired vehicle. Decal removal and installation are to be included in the repair estimate. All bodywork will receive at least three coats of primer: two (2) during bodywork repair, and a minimum of one (1) during painting process. General Shop Requirements: The proposer s body shop will meet the following minimum requirements: a) Be able to perform complete body repairs, as well as paint vehicles and equipment. b) Maintain a paint booth that is in legal compliance with all applicable laws. c) Maintain a secure storage area for all TTD owned vehicles. d) Possess a MIG and TIG welder or other electric spot welding equipment for body welding. Gas welding is not acceptable. The proposer shall ensure that the vehicle computer systems are disconnected from the vehicle before any welding is done. The proposer is to replace, at his/her expense, any vehicle on board computers damaged by not disconnecting the computers before any welding operations. e) Be available during normal business hours Monday through Friday, 8:00 a.m. to 5:00 p.m. -3-

4 Estimate Process Requirements: The proposer will provide estimates for body repair and painting on an as needed basis as requested by TTD. Estimates will include: a) Make, model and mileage of vehicle b) License plate number, VIN number and TTD unit number c) BOLDLY state if the estimate is in relation to an incident and note the incident report number and date, if any d) Itemized list of description of work to be performed e) Estimated number of labor hours of task f) Itemized list of parts and paint materials costs g) All incidentals or miscellaneous shop supplies and charges shall be included and priced accordingly h) Sales tax and total repair estimate i) Approximate schedule to complete the repairs after receiving a notice to proceed j) If applicable, any recommendations for future repairs k) All estimates shall be from an applicable industry standard Collision and Estimating Reference Guide used by insurance appraisers. Proposers shall provide the name and version of the guide or software used Prior to any repair, the proposer and TTD s Fleet and Facilities Manager will review the estimate and confirm that the estimate includes an accurate description of the vehicle condition. All repair estimates must be approved by TTD in writing in advance of work being performed. Repair work will not start until a notice to proceed is received in the form of a purchase order. If TTD and the proposer cannot agree on an estimate, TTD reserves the unilateral right to solicit for bids and award to another service provider. Repeated failure to agree on estimates may result in contract termination. Proposer will assume full liability and responsibility for all vehicles and contents (including radios and other standard or installed equipment) placed in its custody by TTD under this contract. Parts: All parts used to provide automotive body repair will be new Original Equipment Manufacturer (OEM). Any and all incidentals charges shall be included in proposer s hourly rate. Proposers shall furnish new unused O.E.M., remanufactured O.E.M., vehicle body parts, materials and labor as required in accordance with the provisions and specifications contained herein. Alignment: Proposer agrees to perform realignment of all vehicles when needed. This shall be a thrust alignment for frame vehicles and four wheel alignment for unibody vehicles. A printout of -4-

5 the readings after the alignment will be included in each repair order. Proposer will ensure personnel or sub-contractor are qualified to perform alignment work. Frame Work: Proposer agrees to perform frame straightening of all vehicles when needed. Proposer will ensure personnel or sub-contractor are qualified to perform all frame work. Airbag Components: All airbag components shall be replaced with NEW O.E.M. parts when the decision has been made to replace the components. Major Repairs: If metal body or plastic components are damaged beyond repair, the damaged area will be cut out and replaced with new metal or plastic that is equal to or greater than the original thickness of the component. Painting Process Requirements: The paint process will consist of the following in the order listed, utilizing the latest state-ofthe-art painting and paint matching systems, mixing tools, and spraying tools: Primer Base Coat Clear Coat (either solvent or water based) Acceptable Paint Manufacturers: All paints used will be from a qualified and reputable paint manufacturer, such as, but not limited to: Diamont, Dupont, Duramix, Kuston Shop, PPG and Sherwin-Williams. Proposers shall provide the name of the paint manufacturer uses in each estimate. Warranty: The proposer shall specify warrantable periods for materials and work performed. Unsatisfactory repairs include, but are not limited to, paint swirls, fish eye blemishes, mismatched paint color, buffer burns, as well as any other defects and/or imperfection in body work or paint finish. Pickup and Delivery: The proposer will provide free pickup and delivery of vehicles, including vehicle tow as necessary, when repairs or painting is required. The repaired vehicles will be returned to TTD by personnel with the knowledge necessary to review and discuss the quality of completeness of the repairs and review the vehicle condition report with TTD s representative. If it is determined that the vehicle is not properly repaired, the vehicle will be returned to the proposer s shop for repair and delivery at no additional charge. All vehicles shall be returned to TTD within 24 hours of completion of repairs. -5-

6 Time for Performance: Time is of the essence in returning TTD vehicles to service. The successful proposer agrees that work assigned under contract shall receive priority over the other work in its shop, unless specific prior approval has been obtained from TTD. If TTD determines that the workload of the proposer is such that timeliness is not possible in a given situation, TTD reserves the unilateral right to solicit for bids and award to a backup service provider. Repeated assignments to a backup service provider may result in contract termination. Estimated Amount of Work: The proposer shall perform such work as required by TTD as needs are determined. TTD has estimated that approximately $75,000 will be spent in automotive body work during each year of the contract. This figure is only an estimate and is not a binding guarantee of the work to be done under the contract. Actual requirements may be more or less than the amounts estimated. The RFP items listed are for evaluation purposes only. The quantities and items specified are estimates only of TTD's requirements. It is the intent of this RFP to provide one comprehensive award for all TTD vehicles and equipment with a single discount structure, however, TTD reserves the right to make multiple contract awards. Contract Term: TTD is seeking an agreement for a 32-month period, with two (2) one-year options that could be exercised at the discretion of TTD. The initial 32-month period would span from November 1, 2016 through June 30, 2019, with the two (2) one-year option periods ending on June 30, 2020 and June 30, 2021, respectively. Price Proposals: The proposer shall complete the price proposal form attached as Attachment A. These prices and discounts shall apply to all goods and services provided pursuant to this contract. Additional Contract Provisions: The proposer and TTD will enter into a contract in the form attached as Attachment D, including insurance indemnification provisions therein. The proposal must specifically indicate any provisions in the form of the contract which are not acceptable and propose any alternative language or terms. -6-

7 SECTION 3 PROPOSAL REQUIREMENTS Delivery of Proposals: Proposals must be submitted to TTD no later than 3:00 p.m. (local time) on October 10, Proposers must deliver one (1) original hard copy (printed double-sided) of its proposal and one (1) electronic version of its proposal on a CD or USB flash drive to the Tahoe Transportation District, Attn: Judi Allen, in person or overnight mail to 128 Market Street, Suite 3F, Stateline, NV or via regular mail to PO Box 499, Zephyr Cove, Nevada Please mark the envelope as TTD Vehicle Body Repair, Painting and Towing RFP. Proposal Preparation Costs: Issuance of this RFP does not commit TTD, in any way, to pay any costs incurred in the preparation and submission of a proposal. TTD will not reimburse responding firms, including the selected firm, for any expenses incurred in preparing or submitting proposals. All costs related to the preparation and submission of a proposal shall be paid by the respondent. Changes, Additions or Clarifications: Any changes, additions or clarifications to the RFP will be made by amendments (addenda). Any additional supporting materials and addenda will be posted on the TTD website, Requests for clarifications about this RFP may be submitted at any time prior to 3:00 p.m. on September 30, Questions and/or requests for clarifications may be submitted in writing via to: George K Fink, Transit System Program Manager gfink@tahoetransportation.org Responses will be posted on the TTD website, no later than 5:00 p.m., October 3, Form of Proposals: Proposals shall include, at a minimum, the following information presented in a clear and concise format in order to demonstrate the firm s competence and professional qualifications for the satisfactory performance of the services: 1. Include a cover letter with a summary of the proposal and a contact name and information for the proposal. The cover letter must be signed by the chief executive officer, owner, or chair of the proposer. 2. Provide a company profile including the proposer s name, business address, and telephone number, as well as a brief description of the proposer s size (nationally and locally), date of establishment, type of organization, and local organizational structure. 3. Provide a fully completed bid sheet in the form attached as Attachment A. -7-

8 4. Specifically indicate any requirements in this RFP which are not acceptable or cannot be performed. 5. Specifically indicate any provisions in the form of the agreement attached as Attachment D, including insurance and indemnification provisions, which are not acceptable and propose any alternative language or terms. 6. Provide a signed copy of the Lobbying Certification attached as Attachment B. 7. Provide a signed copy of the Certification Regarding Debarment, Suspension and other Responsibility Matters attached as Attachment C. 8. Provide five (5) references for vehicle body repair and paint from the last two (2) years. 9. Provide a statement which discloses any past on-going or potential conflicts of interest that the firm may have as a result of performing the work/services. This RFP does not commit TTD to award a contract. TTD reserves the right to accept or reject any or all proposals. No proposal shall be binding upon TTD until after a contract is executed by duly authorized representatives of TTD and the selected proposer. Licenses, Permits, Taxes: The price or prices for the work shall include full compensation for all taxes, permits, etc. that the respondent is or may be required to pay. Disadvantaged Business Enterprise (DBE) Requirements: TTD hereby notifies firms that in regard to any contract entered into pursuant to this RFP, DBE s will be afforded equal opportunities to submit proposals and will not be discriminated against on the grounds of race, color, sex, disability, or national origin in consideration of an award. A DBE is defined as a small business concern which is at least 51% owned and controlled by one or more socially and economically disadvantaged individuals, or in the case of any publicly owned business, at least 51% of the stock of which is owned by one or more socially and economically disadvantaged individuals. Socially and economically disadvantaged include Women, Black Americans, Hispanic Americans, Native Americans, Asian-Pacific Americans, and Asian-Indian Americans. Equal Employment Opportunity: Each proposer must agree that it will not discriminate in hiring, promotion, treatment, or other terms and conditions of employment based on race, sex, national origin, age, disability, or in any way violate Title VII of the 1964 Civil Rights Act and amendments, except as permitted by said laws. -8-

9 Review of Proposals, Selection Criteria and Award: Upon receipt of the proposals, TTD shall review and evaluate the proposals for responsiveness to the RFP in order to determine whether proposers possess the qualifications necessary to provide the goods and services. TTD may request clarifications of proposals directly from the proposers. TTD reserves the right to waive any minor irregularities, informalities or oversights in the RFP documents, or any corresponding proposals at its sole discretion. TTD may interview qualified proposers and conduct a walk-through of proposers body shop and other facilities. TTD may negotiate directly with qualified proposers and may request a final best offer from one or more proposers. In reviewing the proposals, and negotiating with qualified proposers, TTD will consider the following evaluation criteria: Responsiveness to RFP Experience Project understanding References Alternative proposed language for the agreement, if any Pricing TTD shall award a contract to the responsible proposer whose proposal is most advantageous to TTD, i.e. the best value. TTD reserves its right to award to other than the low bidder. TTD reserves the right to reject all proposals and to waive any irregularity. If TTD decides to award and upon approval from TTD s Board of Directors, the agreement will be sent to the selected proposer for signature. No proposal shall be binding upon TTD until after the agreement is executed by duly authorized representatives of the proposer and TTD. -9-

10 Attachment A Price Proposal Hourly Labor Body/Dent Repair Painting Mechanical/Electrical $ $ $ OEM Parts Percentage discount from manufacturers list % Paint Materials Rate $ Name of Paint Manufacturer(s) (list all) Towing fee for vehicle recovery to 1669 Shop Street, unrelated to pick-up or delivery of repaired vehicles Small Vehicles (Less than 28 feet) Large Vehicles (28 feet or more) South Shore $ $ North Shore $ $ Carson City / Valley $ $ Out-of-Region $ $ Prompt Payment Discount: Will you offer a prompt payment discount? Yes [ ] or No [ ] (Net 45 days) If Yes, the Payment Discount is % for payment within calendar days, which will be computed from the date that delivery is made and is accepted by TTD, or the date a proper invoice is received, whichever is later. -10-

11 ATTACHMENT B LOBBYING CERTIFICATION The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L , to be codified at 2 U.S.C. 1601, et seq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all Subcontractors shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

12 [Note: Pursuant to 31 U.S.C. 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor,, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. Signature of Contractor s Authorized Official Name and Title of Contractor s Authorized Official Date

13 ATTACHMENT C CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS Instructions for Certification 1. By signing and submitting this bid or proposal, the prospective lower tier participant is providing the signed certification set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, TTD may pursue available remedies, including suspension and/or debarment. 3. The prospective lower tier participant shall provide immediate written notice to TTD if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," :"participant," "persons," "lower tier covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order [49 CFR Part 29]. You may contact TTD for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized in writing by TTD. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction", without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or

14 voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List issued by U.S. General Service Administration. 8. Nothing contained in the foregoing shall be construed to require establishment of system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under Paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to all remedies available to the Federal Government, TTD may pursue available remedies including suspension and/or debarment. "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction" (1) The prospective lower tier participant certifies, by submission of this bid or proposal, that neither it nor its "principals" [as defined at 49 C.F.R (p)] is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) When the prospective lower tier participant is unable to certify to the statements in this certification, such prospective participant shall attach an explanation to this proposal. Date Signature Company Name Title

15 Attachment D Form Contract - VEHICLE BODY REPAIR, PAINTING AND TOWING - This agreement (this Agreement ) is entered into by and between the Tahoe Transportation District ( TTD ) and [full legal name] ( Contractor ). 1. Term. The term of this agreement shall commence on November 1, 2016, and shall end June 30, 2019, provided that TTD shall have the option in its sole discretion to extend the term for up to two additional one year terms upon notice in writing to Contractor one-month prior to the end of the preceding term. 2. Scope of Work. Contractor shall provide the goods and services described in the scope of work attached as Exhibit A. 3. Compensation. TTD shall pay Contractor for the goods and services pursuant to, and in an amount not to exceed, the pricing and fee schedule attached as Exhibit A. TTD shall pay Contractor within 30 days of receipt of a valid invoice. 4. Applicable Law. Contractor shall comply with all applicable federal, state and local laws and regulations, and shall have all permits and licenses required to provide the goods and services. 5. Federal Clauses. This Agreement is funded, in whole or in part, with federal funds. As a condition for receiving payment under this Agreement, Contractor agrees to comply with any and all applicable federal clauses attached as Exhibit C, and those clauses are incorporated herein by reference. 6. PTMISEA Bond Program. This Agreement is funded, in whole or in part, with funds from the Public Transportation Modernization, Improvement, and Service Enhancement Account ( PTMISEA ) Bond Program. Contractor agrees to undertake any act reasonably necessary for TTD to be deemed in compliance with the PTMISEA Guidelines and the PTMISEA Certifications and Assurances attached as Exhibit C. In addition to any other acts, Contractor will permit access to all records of employment, employment advertisements, employment application forms, and other pertinent data and records by the State Fair Employment Practices and Housing Commission, or any other agency of the State of California designated by the State, for the purpose of any investigation to ascertain compliance with the PTMISEA Certifications and Assurances executed by TTD. As a condition for receiving payment under this Agreement, Contractor also agrees to comply with any and all applicable federal clauses attached as Exhibit C, and those clauses are incorporated herein by reference. 7. Indemnification. Contractor shall indemnify, defend, and hold harmless TTD and its officers, employees and directors, from and against any and all liabilities, claims, losses, lawsuits, judgments, and/or expenses, including attorney fees, arising either directly or indirectly Agreement for Goods and Services Page 1

16 from any act or failure to act by Contractor or any of its officers or employees, which arise out of the performance of this Agreement. 8. Insurance. a. Without limiting Contractor s indemnification of TTD, and prior to commencement of work, Contractor shall obtain, provide, and continuously maintain at its own expense during the term of this Agreement, and shall require any subcontractors and subconsultants of every tier to obtain and maintain, policies of insurance of the type and amounts described below and in a form satisfactory to TTD. i. Workers Compensation. Contractor shall maintain Workers Compensation Insurance (Statutory Limits) and Employer s Liability Insurance (with limits of at least one million dollars ($1,000,000)). Contractor shall submit to TTD, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of TTD, its members, officers, officials, employees, agents and volunteers. ii. General Liability. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CB 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. General liability policies shall provide or be endorsed using Insurance Services Office forms CG to provide that TTD and its members, officers, officials, employees, agents and volunteers shall be additional insureds under such policies. For construction contracts, an endorsement providing completed operations to the additional insured, ISO form CG 20 37, is also required.; and iii. Automobile Liability. Contractor shall maintain automobile liability insurance at least as broad as Insurance Services Office form CA covering bodily injury and property damage for all activities of Contractor arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each accident. b. All insurance described above shall be primary and there shall be no right to contributions by insurance purchased for or on behalf of TTD. c. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against TTD, its members, officers, officials, employees, agents and volunteers, or shall specifically allow Contractor, or others providing insurance evidence in compliance with these specifications, to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against TTD, and shall require similar written express waivers and insurance clauses from each of its subcontractors and subconsultants. d. Contractor shall disclose any self-insured retention amount on Contractor s insurance policies to TTD, and shall disclosure information and documentation regarding their rights to pay any such self-insured retention amount. It shall be Agreement for Goods and Service Page 2

17 Contractor s responsibility to secure TTD s written approval of such self-insured retention amount prior to providing the services. 9. Termination. a. Mutual Assent. This Agreement may be terminated by mutual written agreement of the parties. b. Convenience. TTD may terminate this Agreement in whole or in part for convenience upon written notice to Contractor. c. Default. Either party may terminate this Agreement for default by providing written notice of termination, provided that the non-defaulting party must first provide written notice of default and give the defaulting party and opportunity to cure the default within a reasonable period of time. 10. Disputes. a. Disputes. Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by TTD s District Manager. 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 District Manager. 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 District Manager shall be binding upon the Contractor and the Contractor shall abide be the decision. b. Performance During Dispute. Unless otherwise directed by TTD, Contractor shall continue performance under this Contract while matters in dispute are being resolved. c. 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 therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. d. Remedies. Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between TTD 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 TTD is located. e. 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 duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by TTD or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 11. No Assignment. Contractor shall not assign, sublease, or transfer this Agreement or any interest therein, directly or indirectly by operation of law, without the prior written consent of Agreement for Goods and Service Page 3

18 TTD. Any attempt to do so without the prior written consent of TTD shall be null and void, and any assignee, subleasee, or transferee shall acquire no right or interest by reason thereof. 12. Exhibits. The exhibits to this Agreement, and any additional terms and conditions specified therein, are a material part hereof and are incorporated by reference as though fully set forth herein. 13. Records. Contractor will permit TTD access to any books, documents, papers and records of Contractor pertaining to this Agreement, and shall maintain such records for a period of not less than three years. Contractor will permit access to all records of employment, employment advertisements, employment application forms, and other pertinent data and records by the State Fair Employment Practices and Housing Commission, or any other agency of the State of California designated by the State, for the purpose of any investigation to ascertain compliance with PTMISEA Certifications and Assurances executed by TTD. 14. Entire Agreement. This Agreement contains the entire agreement of TTD and Contractor and supersedes any prior or written statements or agreements between TTD and Contractor. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both parties. 15. Amendment. This Agreement may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment. 16. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada. 17. Venue. Any lawsuit brought to enforce this Agreement shall be brought in the appropriate court in Nevada. TAHOE TRANSPORTATION DISTRICT BY: CARL HASTY DISTRICT MANAGER [FULL LEGAL NAME] BY: [NAME] [TITLE] Agreement for Goods and Service Page 4

19 Exhibit A Scope of Work and Compensation

20 Exhibit B Federally Required Clauses Clause 1 Fly America Requirements - The Contractor agrees to comply with 49 U.S.C (the Fly America Act) in accordance with the General Services Administration s regulations at 41 CFR Part , which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. Clause 4 Cargo Preference - Use of United States-Flag Vessels - The contractor agrees: a. to use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; b. to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, on-board commercial ocean bill-of -lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC and to the FTA recipient (through the contractor in the case of a subcontractor s bill-of-lading.) c. to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. Clause 6 Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. Clause 7 Clean Water - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office.

21 (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. Clause 10 Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L [to be codified at 2 U.S.C. 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, New Restrictions on Lobbying. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C Such disclosures are forwarded from tier to tier up to the recipient. APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, Disclosure Form to Report Lobbying, in accordance with its instructions [as amended by Government wide Guidance for New Restrictions on Lobbying, 61 Fed. Reg (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L , to be codified at 2 U.S.C. 1601, et seq.)] 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

22 [Note: Pursuant to 31 U.S.C. 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor,, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. Signature of Contractor s Authorized Official Name and Title of Contractor s Authorized Official Date Clause 11 Access to Records - The following access to records requirements apply to this Contract: 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 (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 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 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 , 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 By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100, 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 , 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

23 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. Clause 12 Federal Changes - 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 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 so comply shall constitute a material breach of this contract. Clause 14 Clean Air (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. Clause 15 Recovered Materials - The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. Clause 17 Contract Work Hours and Safety Standards 1. Overtime requirements - No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

24 2. Violation; liability for unpaid wages; liquidated damages - In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. 3. Withholding for unpaid wages and liquidated damages - The (write in the name of the grantee) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federallyassisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. 4. Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section. Clause 19 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 FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. Clause 20 Program Fraud and False or Fraudulent Statements or Related Acts. 1. The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C 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

25 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 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. Clause 22 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 , or affiliates, as defined at 49 CFR , are excluded or disqualified as defined at 49 CFR and 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: The certification in this clause is a material representation of fact relied upon by TTD. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to TTD, 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. Clause 23 Contracts Involving Federal Privacy Act Requirements - The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: 1. The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of

26 records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. 2. The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. Clause 24 Civil Rights - 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 , and Federal transit law at 49 U.S.C. 5332, the Contractor agrees that it 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 , Equal Employment Opportunity, as amended by Executive Order No , Amending Executive Order 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 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. 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 , 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

27 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. Clause 28 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%. 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 TTD 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/offeror 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 the TTD. In addition, the contractor may not hold retainage from its subcontractors. e. The contractor must promptly notify TTD 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 of TTD. Clause 29 Intelligent Transportation System (ITS) - For all ITS property and services the Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the National ITS Architecture and Standards to the extent required by 23 U.S.C. Section 517(d) and 23 CFR Part 655 and 940. Clause 30 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 E 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 (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions.

28 Exhibit C PTMISEA Certifications and Assurances

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