31901 Tri-County Way Suite 201

Salisbury, Maryland 21804 Phone: 410-341-8989

Fax: 410-341-8988 www.lowershore.org

Serving Somerset, Wicomico and Worcester Counties 

Request for Proposal  

FY20 Shore Transit 

 Management and Operation of Regional Transit Advertising Program 

Number: ST2020‐2001   

Sealed proposal, plainly marked as such will be received at:   

Tri‐County Council for the Lower Eastern Shore of MD Attention: Procurement Officer 31901 Tri‐County Way, Ste. 201 

Salisbury, MD 21804  

On or before, November 1, 2019 at 2pm, after this time bid/proposals will no longer be accepted.  

    

It is the policy of Tri‐County Council for the Lower Eastern Shore of Maryland, Tri‐County Council Foundation and Maryland Workforce Association not to discriminate on the basis of age, gender, race, color, religion national origin, marital status, sexual orientation, genetic 

information or disability in the admission and treatment of participants, access to educational programs and activities, and terms and conditions of employment.

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TABLE OF CONTENTS DOCUMENT A – GENERAL CONDITIONS Page Number 1. Instructions, Forms and Specifications 3 2. Reservations 6 3. Delivery 6 4. Competition 7 5. Protest 7 6. Disputes 9 7. Exceptions 9 8. Unit Price Extensions 9 9. Non-Waiver 9 10. Governing Law 9 11. Compliance with Laws 10 12. Hold Harmless/Indemnification 10 13. Termination 11 14. Integration 11 15. Non-Assignment of Contract 11 16. Affidavit 11 17. Public Information/Proprietary/Confidential Information 11 18. Contract Services Agreement 12 19. Minority Business Enterprise (MBE) Program 12 DOCUMENT B – SPECIFICATIONS 1. Purpose 13 2. Background 13 3. Pre-Proposal Conference 15 4. Questions and Inquiries 15 5. Contract Period 15 6. Contractor’s Qualifications 15 7. Contractor’s Requirements/Scope of Services 16 8. Submission of Proposal Documents 20 9. Evaluation of Offers 23 10. Billing and Payment 24 11. Insurance Requirements 25 ATTACHMENTS 1. Regional Transit Advertising Contract Services Agreement 29 Exhibit “A” Insurance 41 2. Technical Proposal Signature Cover Page 44 3. Contractor’s Reference Information 45 4. Notice to Offerors/Contractors 47 5. Affidavit 48 6. Non-MBE Subcontractors Schedule 49 7. Proposed MBE Subcontractors Schedule 50 8. MBE Utilization Affidavit 52 9. Compensation Proposal Cover Page 53 10. Holiday Schedule 54 11. Vehicle Inventory List for Shore Transit and Queen Anne’s County 55 12. Federally Required Clauses 57

IMPORTANT:

ADVISE THE DEPARTMENT OF PURCHASING IMMEDIATELY IF ANY OF THE ABOVE DOCUMENTS ARE NOT ENCLOSED.

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DOCUMENT A

GENERAL CONDITIONS

1 INSTRUCTIONS, FORMS AND SPECIFICATIONS: Instructions, forms, and specifications may be obtained from Procurement Specialist at PHONE 410-341-8980, FAX 410-341-8974, Monday through Friday from 8:00 A.M. to 4:30 P.M. and from the Internet at http://www.lowershore.org/Departments/Procurement. 1.1 All proposals are to be submitted on and in accordance with forms for this

purpose, which are available from the Procurement Specialist. Additional supplementary documentation when requested shall be submitted on the Contractor's letterhead.

1.2 All proposals must be clearly identified on the front of the envelope or top

of the carton with the solicitation number, title of the solicitation and the due date and time.

1.3 All proposals must be signed by an authorized officer or agent of the Company submitting the proposal and delivered in sealed envelopes or cartons to Procurement Specialist, Tri-County Council for the Lower Eastern Shore of Maryland, 31901 Tri-County Way, Suite 201, Salisbury, Maryland 21804, no later than the date and time listed below on the RFP timeline. Proposals received after the date indicated will not be considered.

RFP Timeline

September 13, 2019 Release of RFP October 7, 2019, 2pm Bidder’s Conference; Shore Transit Training Classroom October 11, 2019, 2pm Deadline to submit questions via website October 18, 2019, 4pm Responses to submitted questions posted on the website

November 1, 2019, 2pm Proposal deadline November 22, 2019 Contract awarded December 1, 2019 Contract start date

1.4 Each proposal shall be accompanied by an affidavit regarding price fixing,

gratuities, bribery, and discriminatory employment practices. When the Contractor is a corporation, a duly authorized representative of said corporation shall execute the affidavit. Affidavit forms are provided in the solicitation package.

1.5 Shore Transit is the contracting agency on behalf of Shore Transit and

Queen Anne’s County (QAC)/County Ride (referred to hereafter as the

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Region). The TCC Procurement Specialist will serve as the managing agent.

All legal agreements will be executed between vendor(s) and Shore Transit as the contracting agent for the coalition. From this point forward the winner of the bid(s) will be referred to as the vendor(s). Additional information or clarification of any of the instructions or information contained herein may be obtained from TCC Purchasing Agent.

1.6 Any Contractor who finds a discrepancy in or omission from the specifications, or is in doubt as to their meaning, or feels that the specifications are discriminatory, shall notify the Contracting Agent in writing not later than five days prior to the scheduled opening of proposals. Exceptions taken do not obligate the Contracting Agent to change the specifications. The Contracting Agent will notify all Contractors of any changes, additions or deletions to the specifications by addenda posted on the Shore Transit website: http://www.shoretransit.org/.

1.7 The Region will assume no responsibility for oral instructions or suggestions. All official correspondence in regard to the specifications shall be directed to and will be issued by the Managing Agent. Proposals may not be withdrawn during this period.

1.8 Unless otherwise specified, all formal proposals submitted shall be irrevocable for 4 months following proposal opening date, unless the Contractor(s), upon request of the Managing Agent, agree to an extension.

1.9 Each section of the proposal is assigned a point value that represents the

maximum score that can be achieved for the section. The maximum point value for all sections is 100 points and will be graded on the factors below; details are included but not limited to the questions below and further explanation may be provided. The proposals are evaluated, assessed and rated based on the required project narrative and include the following grading factors:

Qualifications (15 points) Describe your company. 1. How long has the company been in business? 2. Why is the company in the best position to deliver the requested

services? 3. What major accounts have been added or contracted in the past three

(3) years? 4. How many personnel are expected to be assigned to this account?

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Past Experience/References (20 points) Provide examples of relevant experience providing similar advertising/signage services. Describe past experience, if any, with organizations of similar structure. 1. What past experience does the company have in service to transit

organizations and other public agencies? 2. What three (3) or more client projects, with descriptions/summaries,

has the company completed that best relate to the requirements of this contract?

3. What clients has the company provided similar services for and is a list of references included?

Specifications/Requirements (20 points) Show a clear understanding of the specifications and requirements stated in the RFP. 1. What supplier(s) will produce the advertising signs? 2. Does the company provide a sample sales brochure, media kit and rate

card? 3. Does the company provide a sample sales contract and at least three

(3) existing exterior bus ads? 4. What is the suggested method for considering/arranging media trade

outs, if any should arise? 5. What is the proposed method of transition from the existing contractor

to a new firm, if applicable?

Project Plan/Compliance (25 points) Show methodology needed to provide the stated services and compliance with jurisdictional requirements. 1. Is the company in good standing with, and qualified to do business, in

the State of Maryland? 2. Is there a clear process or procedure stated for how advertising is to be

obtained? 3. What is the proposed method of construction and type of advertising

signs to be placed in or on the buses? 4. What is the proposed method and plan for the installation of

advertising signs to be placed in or on the buses? 5. What is the proposed method for applying wraps to the exterior of the

buses? 6. How will Shore Transit be notified about advertising installation and

how much notice will the Shore Transit receive prior to installation?

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Compensation Projection (20 points) Show how proposed compensation package was calculated. 1. What is the proposed compensation package and what detailed

exhibits does the company provide to show how the proposed compensation package was calculated?

2. What are the costs for sign production, placement, maintenance, removal of signage, etc. for each type of interior, exterior and bus wrap proposed, if any?

3. How will the company keep track of advertising clients, gross monthly sales, contract expiration dates and the bus numbers where advertising signs are posted?

4. Does the company have a plan for how payments and monthly reconciliation reports will be submitted to Shore Transit?

2 RESERVATIONS:

2.1 The Region reserves the right to reject any or all proposals or parts of proposals when, in the reasoned judgment of Shore Transit, the public interest will be served thereby.

2.2 TCC Purchasing Agent with the approval of the Region, may waive

formalities or technicalities in proposals as the interest of the Client may require.

2.3 The Region reserves the right to increase or decrease the quantities of

vehicles available for advertising by plus or minus 5% per year. The quantity intended to be modified and the period and percentage amount of any such reservation will be stated in the specifications or proposal.

2.4 The Region reserves the right to award contracts or place orders on a lump

sum or individual item basis, or such combination as shall, in Shore Transit judgment, be in the best interest of the Region.

2.5 The Managing Agent may waive minor differences in specifications

provided these differences do not violate the specification intent nor materially affect the operation for which the services are being provided.

3 DELIVERY:

3.1 Contractors shall guarantee delivery of services in accordance with such delivery schedule as may be provided in the specifications and proposal.

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3.2 All services shall be delivered F.O.B. Destination, Inside Delivery, and delivery costs and charges shall be included in the proposal, and shall be at the contractor’s expense, unless otherwise stated in the specifications or proposal.

3.3 The Region reserves the right to charge the Contractor or vendor for each

day the services are not delivered in accordance with the delivery schedule. The per diem charge may be invoked at the discretion of the Managing Agent and said sum to be taken as liquidated damages and deducted from the final payment, or charged back to the Contractor or vendor.

3.4 The Region reserves the right to procure the services elsewhere on the open

market if delivery is not made as specified, in which event, the extra cost of procuring the services may be charged against the Contractor and deducted from any monies due or which may become due him.

4 COMPETITION:

4.1 A Contractor may offer only one price for each year though they may have two or more types that meet specifications. Contractors must determine for themselves which to offer. Submission by a single Contractor of more than one price for a single year shall be sufficient cause for rejection of all prices for that item submitted by the Contractor.

4.2 Proposals which show any omission, irregularity, alteration of forms,

additions not called for, conditional or unconditional unresponsive proposals, or proposals obviously unbalanced may be rejected.

4.3 All proposals must be accompanied by descriptive literature as may be

called for by the specifications or proposal. Specifications provided are based on Regional needs and uses, estimated costs of operation and maintenance, and other significant and/or limiting factors to meet Regional requirements and shall be consistent with Regional policies. Minimum specifications, and maximum specifications, where included, are not established arbitrarily to limit competition or to exclude otherwise competitive Contractors.

5 PROTEST:

5.1 An interested party may protest to the TCC Procurement Specialist the award or the proposed award of a contract for supplies, services or construction. Interested party means an actual or prospective bidder, offeror or Contractor that may be aggrieved by the solicitation or award of a contract or by the protest. Protestor means any actual or prospective bidder, offeror, or contractor who is aggrieved in connection with the solicitation or the award of a contract and who files the protest. The

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protest must be in writing and addressed to the TCC Procurement Specialist.

5.2 Protest based upon alleged improprieties in any type of solicitations that are

apparent before the proposal opening or the closing date for receipt of initial proposals must be filed before proposal opening or the closing date and time for the receipt of the proposal. In all other cases proposal protests must be filed no later than seven (7) days after the basis for protest is known or should have been known, whichever comes first. The term "filed" means received in the TCC Procurement Specialist. Any protest filed after the time limit prescribed above will not be considered.

5.3 The written protest must include at a minimum the name and address of the

protestor, identification of the procurement, and, if a contract has been awarded, its number, if known, reason(s) for the protest and supporting exhibits, evidence, or documents to substantiate any claims unless not available within the filing time, in which case the expected availability date must be indicated.

5.4 TCC Procurement Specialist will submit a copy of the protest to Shore

Transit and the Region upon receipt of the protest.

5.5 Any additional information requested of the protestor by the TCC Procurement Specialist must be submitted within five (5) days after receipt of notification in order to expedite consideration of the protest. Failure to comply with a request for information by the TCC Procurement Specialist may result in a resolution of the protest without consideration of any information that is untimely filed pursuant to such request.

5.6 Upon written request, the TCC Procurement Specialist will make available

to any interested party information submitted that bears on the substance of the protest except when information is proprietary or otherwise permitted or required to be withheld by law or regulation.

5.7 A decision on a protest will be made by the TCC Procurement Specialist in

writing as expeditiously as possible after receiving all relevant, requested information. Before issuance, the decision of the TCC Procurement Specialist will be reviewed by Shore Transit and the Region.

5.8 Should an agency head of any regional agency originating the proposal

protest or disapprove of the TCC Procurement Specialist decision, they may appeal the decision to Shore Transit within seven (7) days after receipt of the decision. All information used to support the protest and the decision of the TCC Procurement Specialist will be made available to Shore Transit.

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5.9 A written decision on the protest shall be made expeditiously by Shore Transit and deemed the final action on the protest.

6 DISPUTES: In cases of disputes as to whether or not a service quoted or delivered

meets specifications, the decision of the TCC Procurement Specialist, or authorized representatives, shall be final and binding on all parties. The TCC Procurement Specialist may request, in writing, the recommendation of the head of the client agency using the item or other objective sources.

7 EXCEPTIONS: The submission of a proposal shall be considered an agreement to

all the terms, conditions, and specifications provided herein and in the various proposal documents, unless specifically noted otherwise in the proposal.

8 UNIT PRICE EXTENSIONS: Contractor’s price proposal must be offered on the

basis of receiving an award of all items covered by the total, any totals should be the actual sum of the extension of unit prices. Otherwise, in the event of any discrepancy between a unit price(s), extended price(s), and/or total price(s), unit prices will govern and the proposal will be refigured accordingly.

9 NON-WAIVER: Any waiver of any breach of covenants herein contained to be

kept and performed by the Contractor shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the client from declaring a forfeiture for any succeeding breach either of the same condition of covenant or otherwise.

10 GOVERNING LAW:

10.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland without regard to any choice of law principles that would dictate the laws of any other jurisdiction. The parties agree that the exclusive venue for any and all actions related hereto shall be the appropriate federal or state court located within the State of Maryland.

10.2 The laws of Maryland shall govern the resolution of any issue arising in

connection with the contract, including, but not limited to, all questions on the validity of the contract, the capacity of the parties to enter therein, any modification or amendment thereto, and the rights and obligations of the parties hereunder.

10.3 Contractors must be registered to do business in, and must be in good

standing in, the State of Maryland. Contractors not registered must obtain registration information from the Maryland Department of Assessments and Taxation (DAT) website at: www.dat.state.md.us/ or by calling at (410) 767-1340 or Toll Free (888) 246-5941.

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11 COMPLIANCE WITH LAWS: If awarded a contract, the Contractor hereby represents and warrants that it:

11.1 Is qualified to do business in the State of Maryland and that it will take such

action as, from time to time hereafter, may be necessary to remain so qualified.

11.2 Is not in arrears with respect to the payment of any monies due and owing the region, or any agency thereof, including, but not limited to, the payment of taxes and employee benefits, and that it shall not become so in arrears during the term of the contract.

11.3 Shall comply with all federal, state, and local laws, ordinances, and legally enforceable rules and regulations applicable to its activities and obligations under the contract and shall sign all applicable federally required clauses. (see attachment 11)

11.4 Shall procure, at its expense, all licenses, permits, insurance, and governmental approvals, if any, necessary to the performance of its obligations under the contract.

11.5 Agrees that the facts and matters set forth hereafter in the contract and made a part hereof are true and correct.

In addition to any other remedy available to the client, breach of any of the paragraphs of this clause shall, at the election of the client, be grounds for termination. Failure of the client to terminate the contract shall not be considered or construed as a waiver of such breach nor as a waiver of any rights or remedies granted or available to the client.

12 HOLD HARMLESS/INDEMNIFICATION:

12.1 The Contractor shall indemnify and hold the Region and any agency thereof or the Managing Agency harmless from and against all liability and expenses, including reasonable attorney's fees, howsoever arising or incurred, alleging damage to property or injury to, or death of, any person arising out of or attributable to the Contractor's performance of the contract awarded, provided that the Contractor shall not be responsible for acts of negligence or willful misconduct committed by the client, its employees, agents and officials.

12.2 Any property or work to be provided by the Contractor under this contract

will remain at the Contractor's risk until written acceptance by the Region and any agency thereof or the Managing Agency; and the Contractor will replace, at Contractor's expense, all property or work damaged or destroyed by any cause whatsoever.

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13 TERMINATION:

13.1 Termination for Convenience: The performance of work under this contract may be terminated by the client, with concurrence of the agencies thereof, in accordance with this clause in whole, or from time to time in part, whenever the client determines that such termination is in the best interest of the client. The client will pay all reasonable costs associated with this contract that the contractor has incurred up to the date of termination and all reasonable costs associated with termination of the contract. However, the contractor will not be reimbursed for any anticipatory profits that have not been earned up to the date of termination.

13.2 Termination for Default: If the Contractor fails to fulfill its obligation under

this contract properly and on time, or otherwise violates any provision of the contract, the client may terminate the contract, with concurrence of the agencies thereof, by written notice to the Contractor. The notice will specify the acts or omissions relied upon as cause for termination. All finished or unfinished work provided by the contractor will, at the client’s option, become the client’s property. The client shall pay the contractor fair and equitable compensation for satisfactory performance prior to receipt of notice of termination, less the amount of damages caused by the Contractor’s breach. If the damages are more than the compensation payable to the Contractor, the contractor will remain liable after termination and the client can affirmatively collect damages.

14 INTEGRATION: These proposal documents, Contractor's response to this

solicitation, and subsequent purchase order(s) to the successful Contractor contain the entire understanding between the parties and any additions or modifications hereto may only be made in writing executed by both parties.

15 NON-ASSIGNMENT OF CONTRACT: The Contractor shall not assign the

contract, or any portion thereof, except upon the written approval of the attorney for the Region.

16 AFFIDAVIT: Attachment five (5) is provided to facilitate your compliance with the applicable law.

17 PUBLIC INFORMATION/PROPRIETARY/CONFIDENTIAL INFORMATION:

17.1 The client operates under a public information law, which permits access to most records and documents.

17.2 Proposals will be available for public inspection after the award

announcement, except to the extent that a Contractor designates trade secrets or other proprietary data to be confidential. Material designated as confidential must be readily separable from the remainder of the proposal

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to facilitate public inspection of the non-confidential portion of the proposal. A Contractor's designation of material as confidential will not necessarily be conclusive, and the Contractor may be required to provide justification why such material should not be disclosed, on request, under the Maryland Access to Public Records Act, State Government Article, Sections 10-611 through 10-628, of the Annotated Code of Maryland.

18 CONTRACT SERVICES AGREEMENT:

18.1 The client and Contractor must execute a Contract Services Agreement, which is included for your review, resulting from the award of this solicitation. Exceptions, if any, to the client’s standard Agreement must be noted in your proposal to be considered during evaluation. Exceptions to the client’s standard Agreement may result in rejection of your bid.

18.2 Do not fill in or sign the sample Agreement attached. The client will prepare

an Agreement specific to this solicitation for execution by the successful Contractor.

19 MINORITY BUSINESS ENTERPRISE (MBE) PROGRAM:

Minority business enterprises are encouraged to respond to this solicitation notice and are therefore encouraged to obtain certification from the Maryland Department of Transportation. All questions related to certification must be directed to the Maryland Department of Transportation Office of Minority Business Enterprise/Equal Opportunity, PO Box 8755, BWI Airport, Baltimore, MD 21240-0755, Phone: 410-865-1240. Bidders attempting to classify themselves as minority contractors, within the meaning of the state procurement laws and regulations, shall not be so viewed until and unless they are certified as such by the Office of Minority Business Enterprise/Equal Opportunity. The assigned certification number must appear on invoices.

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DOCUMENT B

TRANSIT VEHICLE ADVERTISING

SPECIFICATIONS

1 PURPOSE:

1.1 Shore Transit and Queen Anne’s County/County Ride are soliciting

proposals from qualified Marketing/Advertising firms to market, sell, produce, place and maintain advertising panels and wraps on buses of the Region’s 70 transit vehicles. The successful firm will have the exclusive rights to the advertising space specified herein. The objective of this solicitation is to obtain effective marketing and advertising services that will produce the maximum revenue possible for the client.

1.2 Proposals are requested from interested firms to act as the exclusive agent for the client for the sale of advertising on and in the Region’s fixed route and shuttle buses and demand response specialized vehicles. The selected agent will be responsible for the sale, production, placement, maintenance and removal of display sign advertising. In return, the agent will pay the client a percentage of its gross revenue generated from the sale of advertisements. Shore Transit operating on behalf of the Region reserves the right to reject any advertising that it determines to be controversial, offensive, objectionable or in poor taste.

2 BACKGROUND: The following agencies comprise the region and provide public transportation services and vehicles for the purposes of this contract (Vehicle inventory lists are in Attachment 11): Shore Transit

Shore Transit, a division of the Tri-County Council for the Lower Eastern Shore of Maryland, is the public transit agency for the Maryland lower eastern shore counties of Somerset, Wicomico and Worcester. Shore Transit offers public transportation via fixed route and origin-to-destination services. The Shore Transit staff meets regularly with the Shore Transit Advisory Board to discuss issues relating to the efficient and effective operating of the transit agency. The Advisory Board is composed of representatives from public agencies, private businesses, education, and consumer advocates.

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Shore Transit reported ridership in FY2018 of 325,154, moved over 1,862,900 miles.

Shore Transit operates fixed bus routes connecting major business, education and service centers in the region plus on demand transportation for special programs such as health department patients to medical appointments, senior citizens moved to support programs, veterans and others. Shore Transit operates a fleet of 44 buses. The business is supported by a staff of ninety. The service rolls out a peak of 35 buses a day Monday to Friday. Additionally, Shore Transit is the agent for Greyhound Bus Lines supporting their buses and passengers from the Shore Transit facility in Salisbury.

The Shore Transit schedule can be found online at: http://www.shoretransit.org/StopsSchedules/Schedules.aspx

Queen Anne’s County (QAC) / County Ride

Queen Anne’s County (QAC)/ County Ride is the Locally Owned Transit System for Queen Anne’s County. It is operated under QAC’s Area Agency on Aging. County Ride offers two services, two Deviated-Fixed Routes and Demand Response (Curb to Curb) service for those unable to access public routes. Both services are open to the public, anyone can ride. County Ride operates fifteen (15) buses and four (4) mini-vans. The major service area is in county but County Ride also operates outside of Queen Anne’s County. Route 1 offers service from Stevensville, MD to Easton, MD via the Route 50 Corridor and through the town of Easton. Almost, the entire route is spent on route 50 allowing exposure to the busiest road through QAC and Talbot Counties. Two buses will travel on this route for a total of approximately twelve (12) hours a day, beginning August 26, 2013, increasing the operating hours of this route from ten (10) to twelve (12) hours. Route 2 operates from Centreville, MD to Stevensville, MD. Two buses travel on this route with sixteen (16) hours of exposure on Route 50, Route 301, through the Queenstown outlets, and on Route 18 through Grasonville and Chester, MD in major business and shopping areas.

County Ride traveled 218,776 miles in FY2013 with 37% of those miles driven on our two Deviated-Fixed Routes. County Ride provides demand services to our three Senior Centers located in Grasonville, Kent Island, and Sudlersville, MD. Similarly, we take clients into Chestertown, MD daily, Easton and Annapolis three times a week.

County Ride will be requesting funds to begin a route from Centreville, MD to Annapolis, MD beginning in FY2015 (July, 2014). This route will offer service from Centreville, through Grasonville, Kent Island, and ending in downtown

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Annapolis and the Annapolis Mall. The majority of this service area will be on Route 50 from Centreville, MD to Annapolis, MD. For more information, visit the County Ride website: http://www.qac.org/default.aspx?pageid=421&template=3&PageLevel=2&toplevel=34&cid=61

3 PRE-PROPOSAL CONFERENCE:

A Pre-Proposal Conference will be held at the time, date and location listed in the RFP timeline to discuss objectives and answer questions relating to this Request for Proposals. Contractor’s attendance is not required but is strongly encouraged. In the three (3) weeks immediately prior to the Pre-Proposal Conference, Contractors will have an opportunity to inspect a representation of the Shore Transit or QA County Ride fleet at each location. Contractors are responsible for scheduling vehicle inspections with each transit authority.

4 QUESTIONS AND INQUIRIES:

Questions concerning this Request for Proposals must be addressed in writing to:

Procurement Specialist

Tri-County Council for the Lower Eastern Shore of Maryland 31901 Tri-County Way, Suite 201

Salisbury, Maryland 21804 410-341-8980

Procurement@tcclesmd.org

5 CONTRACT PERIOD:

The contract period shall be for 60 months after approval and proper execution of the contract documents exercisable at the sole discretion of the client. The successful Contractor will be notified no later than sixty (60) days prior to the end of the contract term if the contract is to be renewed.

6 CONTRACTOR'S QUALIFICATIONS:

6.1 Contractor must be primarily engaged in the business of creating marketing

materials and advertising, producing and selling ads on buses, other vehicles or similar services and have been actively engaged in performing those services for a minimum period of two (2) years.

6.2 Contractor shall have a proven record of having provided the services required. The Region reserves the right to perform investigations as may be

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deemed necessary to ensure that competent personnel and management will be utilized in the performance of the contract.

6.3 Contractor must have the capability of performing the potential volume and

type of services required. 6.4 Contractor must be available at all times to render services required under this

contract.

7 CONTRACTOR’S REQUIREMENTS/SCOPE OF SERVICES: The Contractor is expected to: 7.1 Act as the client’s exclusive agent to sell, produce, install, maintain and

remove display sign advertising on the outside or inside of Regional Transit buses.

7.2 Provide services in strict compliance with all applicable federal, State and local laws, statutes, ordinances and regulations.

7.3 Develop a marketing plan for the sale of advertising space to commercial and public service advertisers.

7.4 Produce advertising sales brochures, media kits and rate cards, with the

mutual approval of the Region and Contractor.

7.5 Coordinate design and production of advertising signs on behalf of advertising clients.

7.6 Install and change advertising signs when necessary. Contractor shall be

responsible and held liable for repairing any damage to vehicle finishes and graphics resulting from the use of self-adhesive vinyl advertising.

7.7 Remove, without expense to the client, all expired advertisements and/or

any advertising rejected by the System Operator. 7.8 Observe all Regional safety requirements while providing services. 7.9 Install and provide ongoing maintenance to signs and all other required

services without interfering with transportation operations conducted by the client.

7.10 Collect revenue generated from the sale of advertising space and submit

payments to the client for the client’s share by the fifteenth business day of the following month.

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7.11 Upon request, the Contractor shall provide accurate records and reports to substantiate the billings, sales, commissions and payments to the client for the bus advertisements.

7.12 Ensure effective communication, coordination, and customer service with

advertising clients and other stakeholders. 7.13 Maintain professional relationships with all advertising clients. 7.14 Include a plan for compensation to the client for the use of advertising

space. 7.15 Advertising Program:

7.15.1 Contractor shall provide the Region a thorough and comprehensive advertising program, which will achieve the sale of advertising space on and in the Region’s Transit Buses.

7.15.2 No more than 20% of the advertisements posted in a month shall

relate to alcoholic products. This amount shall be determined by the Contractor using the total number of hours that advertisements are displayed in a month.

7.15.3 At the Region’s request, up to 5% of all buses provided for under

this contract may be without advertising of any kind. The Region, with Contactor recommendation, shall determine which buses will be free of paid advertising. These buses may be used to display Public Service Announcements (PSAs). Contractor shall be prepared to print and install PSA advertisements for the Region at no charge.

7.15.4 At least three (3) business days prior to the time of posting any

advertising, a copy or reasonable facsimile thereof shall be furnished by the Contractor to the Region. The Region shall have the right to require the contractor to refuse any advertisement, which the region deems in its best interest. Alternatively, if the copy or reasonable facsimile is not reviewed within this timeframe, the copy will be considered approved by the Region.

7.15.5 The Contractor shall be responsible for the content of material to

be contracted for display on or in the buses. All advertisers shall be required to submit photocopies or mockups of their ads to the Contractor prior to posting. If it is deemed objectionable, the Contractor will change the copy material or graphics so that it is not objectionable.

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7.15.6 The Contractor shall refuse potentially objectionable advertising of a compromise cannot be reached to render the advertising acceptable. The Contractor also has the right to have the following by-line added to any advertisement: “This is a paid advertisement.”

7.15.7 The Contractor shall follow minimum standards in the approval of

submitted advertising that will be displayed in the buses. The advertising shall not be:

Misleading or deceptive Sexually explicit, obscene, or harmful to minors Favorably depicting violence, illegal activity, and/or anti-

social behavior

7.15.8 Political advertisements are not accepted.

7.15.9 The System Operating Staff shall be provided with a copy of all proposed advertisements for review and approval prior to contractor installation. Such review places no liability whatsoever on the Managing Agent or the Region for any grammatical, spelling or other errors that may be overlooked or produced on the advertisement. If such errors are discovered after installation of the advertisement, the Contractor shall correct the error at their sole expense.

7.15.10 The Region, in its sole discretion, will not guarantee the Contractor

that specific advertisements will be displayed solely in designated areas of the service area. This means that advertisers may not be guaranteed that their advertising will be restricted to only certain, specific areas.

7.16 Operating Requirements:

7.16.1 Access to any and/or all Regional Transit vehicles will be provided

only at times consistent with vehicle operating needs for the client and its operator. Transit offices are closed and transit services do not operate on the days listed on the Holiday Schedule in Attachment 10.

7.16.2 Availability of vehicles for ad placement must be coordinated with Regional Transit Operations.

7.16.3 The Region will consider an adjustment in the contract for

recognizing out of service vehicles that result and impact on advertising revenues. The Contractor must state their proposal for such adjustments in their RFP response.

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7.16.4 The client, working with its operator, will provide a reasonable work area free of charge to the Contractor for the handling and installation of advertising signs. The Contractor will be responsible for keeping the work area neat and clean.

7.16.5 The client advocates the selling of space for illustrated or

“wrapped” vehicles as part of the advertising program. In addition, the Contractor will provide proposed written guidelines to the client for any promotional usage of the illustrated/wrapped vehicles. The Contractor will present said guidelines, including term of sale, to prospective advertisers.

7.16.6 The Contractor must pay all expenses that affect the sale of the

advertisements such as; designing, producing, delivering, installing, replacing, removing and restoration of the vehicle to its original condition. The Contractor will not permit the advertisement to remain on a bus beyond the term of the contract between the Advertiser and Contractor, and therefore the Contractor will be required to remove any and all evidence of the expired advertisement within thirty (30) days of the date of expiration. If the removal of any advertisement, such as, but not limited to, vinyl adhesive applications, cause the surface of the vehicle to be defaced, paint to delaminate or other damages to occur to their vehicle that are not subsequently covered, the Contractor will perform such repairs or paint to restore the vehicle to its original condition.

7.17 Trade for Media Advertisers:

The client will agree, on a case by case basis, to accept trades of advertising space for print/electronic media time, provided that such a trade is approved in writing by the client prior to its taking effect.

7.18 Illustrated/Wrapped Buses:

As noted in the Operating Requirements section 7.16, the proposal should include a provision for the sale of illustrated/wrapped advertising on buses including methods of application, cost implications, maintenance costs to prepare and repaint vehicles and anticipated revenue generated. Any proposed advertising that will project into or cover any portions of windows shall receive prior approval from the Operating Agency. The Contractor must submit for Operating Agency approval a sample ad copy of any proposed bus wraps ten (10) days prior to applying the wrap to the bus.

7.19 Recordkeeping and Required Information:

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Contractor shall maintain records as required herein in a form satisfactory to the Region. The monthly report shall set forth revenues earned each month within fifteen (15) days after the end of the month. Monthly revenue information must include, but not be limited to, the following:

7.19.1 List of advertising clients. 7.19.2 Gross sales for the month. 7.19.3 Contract expiration dates. 7.19.4 Bus number where advertising signs are posted.

7.19.5 Monthly reconciliation reports: The client reserves the right to audit

the Contractor’s books and other records in order to determine compliance with the Contract and all applicable standards and regulations.

7.20 Transition Requirements:

7.20.1 In order to insure an orderly transfer of current advertising clients,

the Contractor will be obligated to accept current advertising agreements established by the client for advertising in effect in November 2019.

7.20.2 In the event the Contractor is replaced by another contractor,

whether at the end of the contract term or as a result of termination of the contract for cause or convenience of the client, the Contractor will be required to cooperate fully, to the satisfaction of the client, with the transition of the incoming Contractor.

7.21 Payments To The Region:

The client must receive payments by the 15th of the month for all advertising applied the previous month.

8 SUBMISSION OF PROPOSAL DOCUMENTS:

Technical Proposals

8.1 Contractors should minimally include the following information in their

Technical Proposals in the order and format listed: 8.1.1 Transmittal Letter 8.1.2 Title Page 8.1.3 Table of Contents 8.1.4 Company name, complete address, telephone number, fax number, e-

mail address and website address 8.1.5 Addresses and telephone numbers of home and branch offices

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8.1.6 Addresses and telephone numbers of office to service this account 8.1.7 Length of time Offering firm has been in business 8.1.8 Statement regarding why the company would be most qualified to

handle this account, including past experiences in service to transit organizations and other public agencies

8.1.9 Major accounts added or contracted in the past three (3) years 8.1.10 Listing of key agency principals/officers and their professional

biographies 8.1.11 Total number of personnel including the number of employees

expected to be assigned to this account 8.1.12 Summaries or brief descriptions of projects performed for a minimum

of at least three (3) clients that best relate to the requirements of this contract

8.1.13 A list of clients for whom the company has provided similar services, providing for each listed client; the specific services provided, contact name, title, address and current telephone number for verification (references will be checked)

8.1.14 Company official to be assigned to manage this account 8.1.15 Supplier(s) that will produce advertising signs 8.1.16 Sample sales brochure, media kit and rate card 8.1.17 Sample sales contract and at least three existing exterior bus ads 8.1.18 Suggested method for considering/arranging media trade outs, if any

should arise 8.1.19 Proposed method of transition from existing contractor to new firm (if

applicable) 8.1.20 a. Proposed construction and type of advertising signs that will be

placed on or in the buses and the method of installation b. Proposed method for applying wraps to the exterior of the buses

8.1.21 Minority Business Enterprise (MBE) information (if applicable).

8.2 Contractors are required to complete and return the following documents with their Technical Proposals immediately after the items listed in paragraph 8.1 above:

Attachment 2 (Technical Proposal Signature Cover Page), Attachment 3 (Contractor’s Reference Information) Attachment 4 (Notice to Offerors/Contractors), Attachment 5 (Affidavit), Attachment 6 (Proposed Non-MBE Sub-Contractors) Attachment 7 (Proposed MBE Sub-Contractors (MBEUA-2) Attachment 8 (MBE Utilization Affidavit) Attachment 12 (Federally required clauses, signed) Any exceptions the Contractor may take (on company letterhead). The Contractor must state clearly, concisely, and fully any exceptions taken to the specifications, or terms and conditions of this proposal. Descriptive literature

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may be used to clarify, or be a reference to an exception, however exceptions shall not be considered by enclosing descriptive literature in itself. The decision of the Managing Agent in accepting or rejecting an exception shall be final. If it is determined that an exception is not acceptable to the client, the proposal will be considered non-responsive. Failure to return required documents may be cause for rejection of proposal.

Compensation Proposals 8.3 The Contractor shall clearly enter the ‘Minimum Monthly Payment

Guaranteed’ to the client each month and also the ‘Percentage of GROSS Sales’ (Advertising Sales) to be paid to the client, if above the Minimum Payment Guaranteed, on Attachment 9 Compensation Proposal Cover Page. The amount to be paid to the client IS NOT a combination of the Minimum Payment Guaranteed and Percentage of GROSS Sales, it will always be the proposed percentage of gross advertising sales. The ‘Minimum Payment Guaranteed’ is intended to provide an incentive for the Contractor to execute their duties aggressively, and to ensure the client receives an assured minimum amount each month. The Region will be paid either the ‘Minimum Monthly Payment Guaranteed’ or the “Proposed Percentage of Gross Sales”, whichever is higher.

8.4 Using established guidelines for the advertising/marketing industry, the Contractor will attach to the Compensation Proposal Cover Page detailed exhibits documenting how the compensation package proposed was calculated, minimally including: sign production, placement, maintenance, removal of signage, etc. for each type of interior, exterior and bus wrap proposed, if any.

8.5 Contractor’s proposal shall be presented in the order specified in Paragraphs

8.1-8.4 above to assure a uniform review process and obtain the maximum degree of comparability. Proposals should be prepared simply and economically, providing a straightforward, concise description of the offer and all required information. They should be printed on recycled paper, front page only; staples, clips or rubber bands are preferred to ring or spiral binders, and unnecessarily elaborate brochures or other expensive visual presentations are neither necessary nor desired. Each page of the proposal should be consecutively numbered.

8.6 Contractors shall submit one (1) original, clearly marked as such, and six (6)

copies of the complete proposal. All originals are to be signed and dated in blue ink. The cost of preparing proposals is the responsibility of Contractors. The client may not photocopy proposal documents for the purpose of complying with this provision requiring a pre-determined number of duplicate

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copies. Failure to provide the required number of complete duplicate copies may result in rejection of your proposal.

8.7 Each proposal must show the full business address and telephone number of

the attorney, firm, company or corporation and be signed by the person or persons legally authorized to sign the contract. All correspondence concerning the proposal and contract, including notice of award, copy of contract and purchase order, will be mailed or delivered to the address shown on the proposal in the absence of written instructions for the Contractor to the contrary. Proposals by a partnership must be signed in the partnership’s name by one of the members of the partnership or by an authorized representative followed by the signature and designation of the person signing, who must also state the names of the individuals composing the partnership. Proposals by corporations must contain the signature and designation of the officer having authority to sign. When requested, satisfactory evidence of authority of the officer signing in behalf of the corporation must be furnished. Anyone signing the proposal as agent must file satisfactory evidence of his authority to do so.

8.8 Proposals must be securely sealed and addressed to Tri-County Council for

the Lower Eastern Shore of Maryland by the date and time specified.

8.9 Technical and Compensation Proposals are to be mailed together in one package, but the Technical and Compensation Proposals must be bound separately. There shall be no reference to the price of products and services in the Technical Proposal. Proposals may be either mailed or hand-delivered. If proposals are sent by mail or commercial express services, the Contractor shall be responsible for actual delivery of the proposal to the TCC office before the deadline.

8.10 Timely proposals become the property of the client. Late proposals will not

be considered and will be returned unopened.

8.11 The submission of a proposal on this Request for Proposals will be considered as a representation that the Contractor: (1) has carefully investigated all conditions which affect or may, at some future date, affect the performance of the services covered by the proposal; (2) is familiar with the entire area to be serviced as described in the specifications; (3) has carefully reviewed all contract documents; (4) is fully informed concerning the conditions to be encountered, character, quality and quantity of work to be performed and materials to be furnished; and (5) is familiar with all federal, state and local laws, all codes and ordinances of the client that in any way affect the prosecution of the work or persons engaged or employed in the work.

9 EVALUATION OF OFFERS:

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9.1 The client intends to make award to the responsible Contractor whose proposal represents the best value to the client. Proposals will be evaluated by a designated evaluation committee based on the technical and compensation submittals and if deemed necessary by the client, on oral discussions held with the Contractors.

9.2 Proposals will be evaluated in two phases; the first based on the technical and compensation submittals and the second, if deemed necessary, on oral discussions. The first phase will be evaluated based on the following criteria listed in order of importance.

9.2.1 Qualifications of the Contractor; 9.2.2 Experience of the Contractor in the advertising/signage industry; 9.2.3 Contractor’s demonstrated understanding of the specifications and

requirements as stated in the RFP; 9.2.4 Methodology or project plan to provide the required services; 9.2.5 Compliance with jurisdictional requirements 9.2.6 References and 9.2.7 Compensation projection.

9.3 After identifying the short list of the most qualified Contractor(s) based on

the evaluation criteria, representative(s) may be required to clarify their proposals by making individual presentations to the evaluation committee.

9.4 The client may enter into negotiations with Contractors and invite best and

final offers as deemed to be in the best interest of the client. Negotiations may be in the form of face-to-face, telephone, facsimile, e-mail or written communications, or any combination thereof, at the client’s sole discretion.

9.5 Contractors are strongly advised not to prepare their proposal submissions

based on any assumption or understanding that negotiations or presentations will take place. Contractors are advised to respond to this Request for Proposals fully and with forth-rightness at the time of proposal submission.

9.6 Following the submittal of proposals, Contractors are strongly cautioned not

to contact elected officials or members of the evaluation committee regarding the selection process. Inappropriate efforts to lobby or influence individuals or Contractors involved in this selection may result in dismissal from further consideration, at the client’s sole discretion.

10 BILLING AND PAYMENT: Invoices and payment shall be submitted monthly by

the 15th of the month in triplicate for all services performed during the preceding month to:

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TCC Finance, Tri-County Council for the Lower Eastern Shore of Maryland, 31901 Tri-County Way, Suite 201, Salisbury, Maryland 21804, by the date and time specified. 10.1 Each invoice shall include the following information:

10.1.1 Federal Employer Identification Number (FEIN); 10.1.2 Contractor’s name, address and Contract name and number 10.1.3 Name of advertising clients; 10.1.4 Date and length of time of each ad placed and 10.1.5 Compensation percentage and amount.

11 INSURANCE REQUIREMENTS:

The Contractor shall purchase and maintain, during the entire term of the contract, including any renewals thereof, the following policies of insurance acceptable to the client:

11.1 Auto Liability insurance with minimum limits of:

11.1.1 $1,000,000 Combined Single Limit or 11.1.2 $1,000,000 each Person; 11.1.3 $1,000,000 each Accident and 11.1.4 $1,000,000 property damage.

11.2 General Liability insurance with minimum limits of:

11.2.1 $1,000,000 per occurrence; 11.2.2 $2,000,000 General Aggregate; 11.2.3 $2,000,000 Prod/CO Aggregate; 11.2.4 $1,000,000 Personal/Advertising Injury; 11.2.5 $ 50,000 Fire Damage Legal Liability and 11.2.6 $ 5,000 Medical Expense.

11.3 General Liability insurance must cover:

11.3.1 Premises/Operations; 11.3.2 Products/Completed Operations; 11.3.3 Contractual Liability; 11.3.4 Independent Contractors; 11.3.5 Broad Form Property Damage and 11.3.6 Personal/Advertising Injury.

The General Liability insurance policy must include Shore Transit and the Region as Additional Insured and must include a Waiver of Subrogation. Do not use abbreviations or changes these words in any

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way. If General Liability policy has a Self-Insured Retention or Deductible greater than $1,000 you will be required to submit audited financial statements for review.

11.4 Professional Liability/Errors & Omissions coverage with minimum limits of:

11.4.1 $1,000,000 per Occurrence and 11.4.2 $2,000,000 Aggregate.

Professional Liability must indicate if it provides Occurrence or Claims Made coverage. If Professional Liability coverage is written on a Claims Made form, coverage must be maintained for a minimum of 3 years after completion of contract or "tail" coverage must be purchased. If Professional Liability policy has a Self-Insured Retention or Deductible greater than $25,000 you will be required to submit audited financial statements for review.

11.5 Workers' Compensation coverage with minimum statutory limits.

Out of state employers must show evidence of coverage in Maryland by listing Maryland as a covered state and not rely on “other states” coverage. On a Standard Workers’ Compensation policy this is typically established in Section 3A of the Declarations Page. A copy of the Declarations Page showing evidence of coverage must be provided.

Workers’ Compensation policy must include a Waiver of Subrogation in favor of the Delmarva Community Services Inc. and the Region.

11.6 Employers Liability coverage with minimum limits of:

11.6.1 $100,000 per Accident; 11.6.2 $100,000 per Employee and 11.6.3 $500,000 per Policy. Employers Liability policy must include a Waiver of Subrogation in favor of Shore Transit and the Region.

11.7 Certificates issued on the ACCORD 25 (with revision date prior to 2010/05)

or any Certificate that includes the following phrases in the Cancellation

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wording must have these phrases struck from the Certificates:

11.7.1 ''endeavor to'' and 11.7.2 ''but failure to mail such notice shall impose no obligation or liability

of any kind upon the company, its agents or representatives''.

11.8 CERTIFICATE HOLDER must be:

Shore Transit 31901 Tri-County Way Salisbury, MD 21804

11.9 If any primary policy's limits fall short of the requirements, be sure to include on the certificate any excess policies that would extend these limits.

11.10 Any insurance written on a Claims Made form must indicate retro date. 11.11 All policies requiring Additional Insured or Waiver of Subrogation

wording MUST be accompanied by the corresponding endorsements – blanket endorsements are acceptable.

11.12 All of the above insurance coverage’s must be written by a carrier with a

minimum A.M. Best rating of A- or better AND a financial size classification of VI or higher. All policies of insurance shall be underwritten by companies licensed to do business in the State of Maryland and all certificates must include an authorized signature. Any deductibles or self-insured retentions should be noted on the certificate.

11.13 If applicable, the Contractor shall assure that all subcontractors performing

services in accordance with this solicitation carry identical insurance coverage as required of the contract, either individually or as an Additional Insured on the policies of the Contractor. Exceptions may be made only with the approval of the County. Contractor shall indemnify the client for any uninsured losses relating to contractual services involving subcontractors, including workers' compensation claims.

11.14 The Contractor shall not commence work under the contract until evidence

of all required coverage is received by the client. All certificates must include an authorized signature and provide for at least 30 days’ notice of cancellation. Further, the Contractor shall not reduce or cancel or change any of the required coverages without thirty (30) days’ notice of such change to the client.

11.15 The Contractor will not hold the client liable for any injuries to the

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employees, servants, agents, subcontractors or assignees of the contract arising out of or during the course of services relating to this agreement.

11.16 The providing of any insurance required herein does not relieve the

Contractor of any of the responsibilities or obligations assumed by the Contractor in the contract awarded or for which the Contractor may be liable by law or otherwise.

11.17 Failure to provide and continue in force such insurance as required above

shall be deemed a material breach of the contract and shall operate as an immediate termination thereof.

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ATTACHMENT 1

EASTERN SHORE OF MARYLAND REGIONAL TRANSIT CONTRACT

CONTRACT SERVICES AGREEMENT

THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this ______ day of ____________, 20XX, by and between the client and, ___________________________________________ (herein "Contractor"). (The term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows:

1.0 SERVICES OF CONTRACTOR

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the Region entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.

1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the client and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered.

1.4 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and

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hold harmless the client against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against the client hereunder.

1.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the County of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer.

1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by Region, except such losses or damages as may be caused by the client’s sole negligence.

1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

1.8 Additional Services. The client shall have the right at any time

during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement.

1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern.

2.0 COMPENSATION

2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the "Schedule of

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Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of (input contract sum in words) Dollars, ($ Insert contract sum in figures) (herein "Contract Sum"), except as provided in Section 1.8. The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or (iv) such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the client; Contractor shall not be entitled to any additional compensation for attending said meetings. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates, that Contractor shall not be entitled to additional compensation therefore, and the provisions of Section 1.8 shall not be applicable for such services.

2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first (1st) working day of such month, Contractor shall submit to the client in the form approved by the client’s Director of Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, the client shall pay Contractor for all expenses stated thereon which are approved by the client pursuant to this Agreement no later than the last working day of the month.

3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this

Agreement. 3.2 Schedule of Performance. Contractor shall commence the services

pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the client, if the Contractor shall within ten (10) days of

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the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. In no event shall Contractor be entitled to recover damages against the client for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).

4.0 COORDINATION OF WORK

4.1 Representative of Contractor. The following principal(s) of Contractor are hereby designated as being the principal(s) and representative(s) of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

(input key Contractor representative(s))

It is expressly understood that the experience, knowledge, capability and reputation

of the foregoing principal(s) were a substantial inducement for the client to enter into this Agreement. Therefore, the foregoing principal(s) shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principal(s) may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of the client.

4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the Managing Agent. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions that must be made by the client to the Contract Officer. Unless otherwise specified herein, any approval of County required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the client required hereunder to carry out the terms of this Agreement.

4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the client to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the client. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or

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otherwise, without the prior written approval of the client. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of the client.

4.4 Independent Contractor. Neither the client nor any of its employees

shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. The Region shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of the client and shall remain at all times as to the client a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of the client. The client shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venture or a member of any joint enterprise with Contractor.

5.0 INSURANCE, INDEMNIFICATION AND BONDS

5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to the Region, during the entire term of this Agreement including any extension thereof, the policies of insurance as set forth in Exhibit “E”, attached hereto and incorporated by reference.

All of the above policies of insurance required in Exhibit “B” shall be primary insurance. The insurer shall waive all rights of subrogation and contribution it may have against the client, its officers, employees and agents, and their respective insurers. In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the client with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverage’s and said Certificates of Insurance, endorsements, or binders are approved by the client.

The contractor agrees that the provisions of this Section 5.1 shall not be construed

as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor’s activities or the activities of any person or person for which the Contractor is otherwise responsible.

In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement the contract between the Contractor and such subcontractor

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shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section.

5.2 Indemnification. Contractor agrees to indemnify the client, its

officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or omissions of Contractor hereunder, or arising from Contractor's performance of or failure to perform any term, provision, covenant or condition of this Agreement, but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the client, its officers, agents or employees, who are directly responsible to the County, and in connection therewith:

(a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith;

(b) Contractor will promptly pay any judgment rendered against the client, its officers, agents or employees resulting from any of the above claims or liabilities subject to Contractor’s indemnification obligation; and

(c) In the event the client, its officers, agents or employees are made a party to any action or proceeding filed or prosecuted against Contractor arising from the above claims or liabilities subject to Contractor’s indemnification obligation, Contractor shall pay to the client, its officers, agents or employees, any and all costs and expenses incurred by the client, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees.

5.3 Performance Bond. Concurrently with execution of this Agreement,

Contractor shall deliver to the client a performance bond in the sum of the amount of this Agreement, in the form provided by the County, which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement.

6.0 REPORTS AND RECORDS

6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the

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client is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of Region, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the client shall have access to such records in the event any audit is required.

6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of the client and shall be delivered to County upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by the client of its full rights of ownership of the documents and materials hereunder. Contractor may retain copies of such documents for its’ own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to the client of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify the client for all damages resulting therefrom.

6.4 Release of Documents. The drawings, specifications, reports,

records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer.

7.0 ENFORCEMENT OF AGREEMENT

7.1 Maryland Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of Maryland. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Circuit Court of Wicomico County, State of Maryland, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

7.2 Disputes. In the event of a dispute between the parties to this contract regarding the terms of the contract or performance under the contract, the

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questions involved in the dispute shall be subject to a determination of questions of fact by an individual selected by the a Regional Manager, in his sole discretion, who may include but is not limited to any of the Regional Government’s Divisions of Public Works, Utilities and Solid Waste Management, Finance, or Management Services. The decisions of the individual selected by the Regional Manager to resolve this dispute are subject to review on the record by the Circuit Court of Wicomico County. The only parties to any proceeding to determine a dispute shall be the Contractor and the owner, unless the Contractor and owner otherwise agree to allow additional parties. Unless otherwise agreed, the Contractor shall carry on the work and maintain its progress during any dispute proceedings as if no dispute had occurred, and the owner shall continue to make payments to the Contractor in accordance with the contract documents for items not subject to the dispute. Nothing herein shall limit the Region’s right to terminate this Agreement without cause pursuant to Section 7.8.

7.3 Retention of Funds. Contractor hereby authorizes the client to

deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate the client for any losses, costs, liabilities, or damages suffered by the client, and (ii) all amounts for which the client may be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, the client may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of the client to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect the client as elsewhere provided herein.

7.4 Waiver. No delay or omission in the exercise of any right or remedy

by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

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7.6 Legal Action. Except with respect to disputes that are subject to Section 7.2 of this Agreement, either party may take such legal action, in law or in equity, to recover damages for any material default in a party’s failure to perform this Agreement, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief in the event of a party’s failure to perform this Agreement, or to obtain any other remedy consistent with the purposes of this Section.

7.7 Liquidated Damages. Since the determination of actual damages for

any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the client the sum of (input LD amount, if any) ___________($_____) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit "D"). The client may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages.

7.8 Termination Prior to Expiration Of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The client reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. The Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event of termination without cause pursuant to this Section, the County need not provide the Contractor with the opportunity to cure pursuant to Section 7.3.

7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, the client may take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the client shall use reasonable efforts to mitigate such damages), and the client may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the client as previously stated.

7.10 Termination for Non-appropriation. If the client or other funding

source fails to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period or part thereof of this Agreement, this Agreement shall be cancelled automatically as of the beginning of the fiscal year or part thereof for which funds were not appropriated or otherwise made available; provided, however, that this will not affect either the client's rights or the Contractor's rights under any termination clause

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in this Agreement. The effect of termination of the Agreement hereunder will be to discharge both the Contractor and the client from future performance of the Contract, but not from their rights and obligations existing at the time of termination. The Contractor shall be reimbursed for the reasonable value of any non-recurring costs incurred but not amortized in the price of the Agreement. The client shall make a good faith effort to notify the Contractor as soon as it has knowledge that funds may not be available for the continuation of this Agreement for each succeeding fiscal period or part thereof beyond the first fiscal year.

8.0 COUNTY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of Regional Officers and Employees. No officer or employee of the client shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the Region or for any amount, which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest. No officer or employee of the client shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination. Contractor covenants that, by

and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry.

9.0 MISCELLANEOUS PROVISIONS

9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally sent by prepaid, first-class mail, sent by facsimile or sent by email as follows:

(a) In the case of the Region, to:

TCC Procurement Specialist Shore Transit

31901 Tri-County Way Salisbury, MD 21804

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Office phone: 410/341-8951

(b) in the case of the Contractor, to: (input Name, title, address and contact info) Either party may change its address by notifying the other party of

the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing.

9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound.

(SIGNATURES ON NEXT PAGES)

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IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. ATTEST:

ATTEST:

Shore Transit

.

By:________________________________ By:_________________________________ GREGORY PADGHAM, Executive Director

CONTRACTOR: (input Contractor name) (Contractor address) (Contractor address) (Contractor address)

Check one: __Individual __Partnership __Corporation By:________________________________ Signature of Authorized Representative (notarized)

Name:______________________________

Title:_______________________________

Address: ___________________________________ ___________________________________

State of ________________} County of _____________}ss

On ________before me, _________________________ personally appeared ____________________________ personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal.

Notary Signature:___________________________

Notary Seal:

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Exhibit “A” Insurance

The Contractor shall purchase and maintain, during the entire term of the contract, including any renewals thereof, the following policies of insurance acceptable to Shore Transit:

Auto Liability insurance with minimum limits of:

$1,000,000 Combined Single Limit or $1,000,000 each Person; $1,000,000 each Accident and $1,000,000 property damage.

General Liability insurance with minimum limits of:

$1,000,000 per occurrence; $2,000,000 General Aggregate; $2,000,000 Prod/CO Aggregate; $1,000,000 Personal/Advertising Injury; $ 50,000 Fire Damage Legal Liability and $ 5,000 Medical Expense.

General Liability insurance must cover:

Premises/Operations; Products/Completed Operations; Contractual Liability; Independent Contractors; Broad Form Property Damage and Personal/Advertising Injury.

The General Liability insurance policy must include Delmarva Community Services, Inc. as Additional Insured and must include a Waiver of Subrogation. Do not use abbreviations or changes these words in any way. If General Liability policy has a Self-Insured Retention or Deductible greater than $1,000 you will be required to submit audited financial statements for review.

Professional Liability/Errors & Omissions coverage with minimum limits of:

$1,000,000 per Occurrence and $2,000,000 Aggregate.

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Professional Liability must indicate if it provides Occurrence or Claims Made coverage. If Professional Liability coverage is written on a Claims Made form, coverage must be maintained for a minimum of 3 years after completion of contract or "tail" coverage must be purchased. If Professional Liability policy has a Self-Insured Retention or Deductible greater than $25,000 you will be required to submit audited financial statements for review.

Workers' Compensation coverage with minimum statutory limits.

Out of state employers must show evidence of coverage in Maryland by listing Maryland as a covered state and not rely on “other states” coverage. On a Standard Workers’ Compensation policy this is typically established in Section 3A of the Declarations Page. A copy of the Declarations Page showing evidence of coverage must be provided.

Workers’ Compensation policy must include a Waiver of Subrogation in favor of Shore Transit of Salisbury, MD.

Employers Liability coverage with minimum limits of:

$100,000 per Accident; $100,000 per Employee and $500,000 per Policy. Employers Liability policy must include a Waiver of Subrogation in favor of Shore Transit of Salisbury, MD.

Certificates issued on the ACCORD 25 (with revision date prior to 05/2010) or any Certificate that includes the following phrases in the Cancellation wording must have these phrases struck from the Certificates:

''endeavor to'' and 'but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives''.

CERTIFICATE HOLDER must be:

Shore Transit 31901 Tri-County Way Salisbury, MD 21804

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If any primary policy's limits fall short of the requirements, be sure to include on the certificate any excess policies that would extend these limits. All of the above insurance coverage’s must be written by a carrier with a minimum A.M. Best rating of A- or better AND a financial size classification of VI or higher. All policies of insurance shall be underwritten by companies licensed to do business in the State of Maryland and all certificates must include an authorized signature. Any deductibles or self-insured retentions should be noted on the certificate. If applicable, the Contractor shall assure that all subcontractors performing services in accordance with this solicitation carry identical insurance coverage as required of the contract, either individually or as an Additional Insured on the policies of the Contractor. Exceptions may be made only with the approval of the client. Contractor shall indemnify the client for any uninsured losses relating to contractual services involving subcontractors, including workers' compensation claims. The Contractor shall not commence work under the contract until evidence of all required coverage is received by the client. All certificates must include an authorized signature and provide for at least 30 days notice of cancellation. Further, the Contractor shall not reduce or cancel or change any of the required coverage’s without thirty (30) days notice of such change to the client. The Contractor will not hold the County liable for any injuries to the employees, servants, agents, subcontractors or assignees of the contract arising out of or during the course of services relating to this agreement. The providing of any insurance required herein does not relieve the Contractor of any of the responsibilities or obligations assumed by the Contractor in the contract awarded or for which the Contractor may be liable by law or otherwise. Failure to provide and continue in force such insurance as required above shall be deemed a material breach of the contract and shall operate as an immediate termination thereof.

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ATTACHMENT 2

TECHNICAL PROPOSAL SIGNATURE COVER PAGE TITLE: Transit Vehicle Advertising _________________________ OPENING : TIME: 4:00 P.M.

TO: Procurement Specialist Tri-County Council for the Lower Eastern Shore of Maryland

31901 Tri-County Way, Suite 201 Salisbury, Maryland 21804

The undersigned agrees to furnish and deliver the above goods and/or services in accordance with the specifications issued for same, and subject to all terms, conditions, and requirements in the Request for Proposals, and in the various proposal documents: COMPANY NAME: FEDERAL TAX IDENTIFICATION NO./SOCIAL SECURITY NO.: ADDRESS: (City) (State) (Zip Code) TELEPHONE FAX: E-MAIL ADDRESS Delivery Time from Date of Award: (This delivery time will be considered in determining the award.) Payment Terms: ______________________________________ F.O.B. Destination, Inside Delivery Shore Transit is exempt from all local, state, and federal taxes, and prices stipulated by the Contractor are considered maximum and are not subject to any increase due to any taxes, or any other reason. Shore Transit Federal ID number is: 52-2340238 [ ] We wish to submit a “NO PROPOSAL” at this time, but request that our company remain on your bidders list for future solicitations. SIGNATURE: ___________________________________________________ DATE:____________________ PRINTED NAME: _______________________________________ TITLE:______________________________

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ATTACHMENT 3

CONTRACTOR’S REFERENCE INFORMATION Name of Company: ______________________________________________________ The above Company has been in business at present location for ___ years. 1. References: Provide the name, address, telephone number and email address of the

owner or manager of at least three firms for which the Contractor has provided marketing and advertising services during the past ten years, including City, County or State governments, if applicable.

1.1 Firm Name: Contract Dates:

Owner or Manager: Telephone Number: Address: Email Address: _________________ Services Provided: __________________________________________________

1.2 Firm Name: Contract Dates:

Owner or Manager: Telephone Number: Address: Email Address: __________________ Services Provided: __________________________________________________

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1.3 Firm Name: Contract Dates:

Owner or Manager: Telephone Number: Address: Email Address: __________________ Services Provided: _________________________________

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ATTACHMENT 4

REGIONAL NOTICE TO OFFERORS/CONTRACTORS

In order to help us improve the quality of the client’s proposals/solicitations, and to make our procurement process more responsive and business friendly, we ask that you take a few minutes and provide comments and suggestions regarding the enclosed solicitation. Please return your comments with your proposals. If you have chosen not to bid on this contract, please fax this completed form to: 410-341-8980 Attention TCC Procurement Specialist

Title: ___________________________________ Project No: ______________________________

1. If you have responded with a "no bid", please indicate the reason(s) below:

( ) Other commitments preclude our participation at this time. ( ) The subject of the solicitation is not something we ordinarily provide. ( ) We are inexperienced in the work/commodities required. ( ) Specifications are unclear, too restrictive, etc. (Explain in REMARKS section.) ( ) The scope of work is beyond our present capacity. ( ) Doing business with the client is simply too complicated. (Explain in REMARKS section. ) ( ) We cannot be competitive. (Explain in REMARKS section.) ( ) Time allotted for completion of the bid/proposals is insufficient. ( ) Start-up time is insufficient. ( ) Bonding/Insurance requirements are restrictive. (Explain in REMARKS section.) ( ) Bid/Proposals requirements (other than specifications) are unreasonable or too risky. (Explain in

REMARKS section.) ( ) MBE requirements. (Explain in REMARKS section.) ( ) Prior client contract experience was unprofitable or otherwise unsatisfactory. (Explain in

REMARKS section.) ( ) Payment schedule too slow. ( ) Other: ______________________________________________________________________ 2. If you have submitted a bid or proposal, but wish to offer suggestions or express concerns, please

use the Remarks section below. (Use reverse or attach additional pages as needed.) REMARKS: ______________________________________________________________________________ ______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

Offeror Name: Date __________________

Contact Person: Phone ( ) __________________ Address: __________________________________________________________________

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ATTACHMENT 5

AFFIDAVIT

(Must be completed, signed, and submitted with the proposal.) Contractor Address Telephone Proposal Number I, ____ , the undersigned, __________ of the above named (Print Signer's Name) (Print Office Held) Contractor does declare and affirm this day of , , that I hold the aforementioned office (Month) (Year) in the above named Contractor and I affirm the following:

AFFIDAVIT I The Contractor, his Agent, servants and/or employees, have not in any way colluded with anyone for and on behalf of the Contractor or themselves, to obtain information that would give the Contractor an unfair advantage over others, nor have they colluded with anyone for and on behalf of the Contractor, or themselves, to gain any favoritism in the award of the contract herein.

AFFIDAVIT II No officer or employee of the client, whether elected or appointed, has in any manner whatsoever, any interest in or has received prior hereto or will receive subsequent hereto any benefit, monetary or material, or consideration from the profits or emoluments of this contract, job, work or service for the client, and that no officer or employee has accepted or received or will receive in the future a service or thing of value, directly or indirectly, upon more favorable terms than those granted to the public generally, nor has any such officer or employee of the client received or will receive, directly or indirectly, any part of any fee, commission or other compensation paid or payable to the client in connection with this contract, job, work, or service for the Region, excepting, however, the receipt of dividends on corporation stock.

AFFIDAVIT III Neither I, nor the Contractor, nor any officer, director, or partners, or any of its employees who are directly involved in obtaining contracts with the client have been convicted of bribery, attempted bribery, or conspiracy to bribe under the laws of any state, or of the federal government for acts of omissions committed after July 1, 1977.

AFFIDAVIT IV Neither I, nor the Contractor, nor any of our agents, partners, or employees who are directly involved in obtaining contracts with the client have been convicted within the past 12 months of discrimination against any employee or applicant for employment, nor have we engaged in unlawful employment practices as set forth in Section 16 of Article 49B of the Annotated Code of Maryland or, of Sections 703 and 704 of Title VII of the Civil Rights Act of 1964. I do solemnly declare and affirm under the penalties of perjury that the contents of the foregoing affidavits are true and correct to the best of my knowledge, information and belief. DATE SIGNATURE PRINTED NAME

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ATTACHMENT 6

NON-MBE SUB-CONTRACTORS

INTENDED FOR USE ON CONTRACT

Title: Transit Vehicle Advertising__________________________ Note: Any MBE sub-contractors intended for use on this contract shall be identified on Attachment 7, MBEUA.

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ATTACHMENT 7 (MBEUA-2)

PROPOSED MBE SUB-CONTRACTORS

(if applicable) COMPANY NAME & ADDRESS: _______________________________________________ (including City, State, Zip Code and County) _______________________________________________ _______________________________________________ PRODUCT/SERVICES ________________________________________________________________________ ________________________________________________________________________ * MINORITY CLASS (MBE) _______ PERCENT OF PARTICIPATION _______ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ COMPANY NAME & ADDRESS: _______________________________________________ (including City, State, Zip Code and County) _______________________________________________ ______________________________________________ PRODUCT/SERVICES ________________________________________________________________________________________________________________________________________________ * MINORITY CLASS (MBE) _______ PERCENT OF PARTICIPATION ______ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ COMPANY NAME & ADDRESS: ______________________________________________ (including City, State, Zip Code and County) ______________________________________________ ______________________________________________ PRODUCT/SERVICES ________________________________________________________________________ ________________________________________________________________________ * MINORITY CLASS (MBE) _______ PERCENT OF PARTICIPATION ______ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═ ═

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If additional space is needed, please submit required information on a separate sheet and attach it to this page. *The County recognizes as Minority Classes (MBEs) the following groups as defined in the Maryland State Highway Association’s MBE program and include: African Americans; Hispanics; American Indians/Native Americans; Physically or Mentally Disabled Asians; Disabled American Veterans and

Women. The County will automatically recognize MBE status for any firm certified by the Maryland Department of Transportation or Federal 8-A registration.

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ATTACHMENT 8

MBE UTILIZATION AFFIDAVIT

Title: Transit Vehicle Advertising________________________________________________________ Name of Contractor: _____________________________________________________________ Please respond to the following questions: Check One

Yes N o 1. Certified Minority Business Enterprise?

a. Certified by: State of Maryland? b. Federal 8-A Registration? c. Frederick County Local Government? d. Other (please list) Principle Owner’s Minority Class (please check): African American Asian American Hispanic American Native American Women Other (please list) 2. If the response to Question 1 is no, have Minority Business Enterprises provided services,

or supplied any items associated with your response to this Request for Proposals? NOTE: If the response to Question 2 is yes, please include a list (see page MBEUA-2) of all MBE subcontractors, names and addresses, the nature of the services or supplies being furnished, percentage of the overall contract amount and complete the remainder of this form. If the response to Question 2 is no, please provide signature and title at bottom of form. Total Proposal $________ Total Minority Business Enterprise Bid/Proposal $________ Percent of Total Minority Business Enterprise Contract $________ __________________________ Signature Title

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ATTACHMENT 9

COMPENSATION PROPOSAL COVER PAGE

(Must be submitted separately from the Technical portion of the proposal) TITLE: Transit Vehicle Advertising __ OPENING: TIME TO: Shore Transit 328 Calvert Street Salisbury, MD 21801

Contract Year

Minimum Payment Guaranteed to the Region Each Month

Percentage of Gross Sales to be Paid to the Region

Prime Year   1      $                       % Prime Year   2      $                       % Prime Year   3      $                       % Prime Year   4      $                       % Prime Year   5      $                       %

For Evaluation Use Only

THE PERSON COMPLETING THE PRICE PROPOSAL COVER PAGE

MUST INITIAL ANY ALTERATIONS IN FIGURES IN INK. COMPANY NAME: ____________________________________________________________________________ _________________________ _

(Signature) (Date) __________________ _____________ (Printed Name) _______________

(Title)

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ATTACHMENT 10 Holiday Schedules

Shore Transit Our Fixed Route Regional buses (432-452) run 7 days a week. Fixed route 706 operates Monday through Saturday. No buses operate on New Year’s Eve, Easter, Thanksgiving, and Christmas Day. Our terminal is also closed those 4 days. Queen Anne’s County Holidays – no buses operate on the following holidays: Dr. Martin Luther King’s Birthday President’s Day Good Friday Memorial Day Independence Day Labor Day Columbus Day Veteran’s Day Thanksgiving Day Day after Thanksgiving Christmas Day New Year’s Day For more information, visit: http://www.qac.org/default.aspx?pageid=456&template=3&PageLevel=2&toplevel=34&cid=61

SHORE TRANSITVEHICLE INVENTORY LIST

AS OF 9/12/19

LGIT # Vehicle # Make Year VIN Pass Reg Tag # Vehicle Type WC Lift In Service Assigned Dept ServiceQualify or

Non-Qualify for PM $$

Fuel Type

126 55 FORD 2003 1FDXE45S83HA94325 16/2 MD LG89458 SUPREME Lift 07/21/06 FIXED SHORE TRANSIT 5000M Qualify Diesel

133 78 FORD 2009 1FDEE35L89DA00955 8/2 MD LG87043 PHOENIX Lift 04/07/09 OTD/DR SHORE TRANSIT 5000M QualifyUnleaded &

Propane

148 79 FORD 2009 1FDEE35L69DA18614 8/2 MD LG87044 PHOENIX Lift 08/20/09 OTD/DR SHORE TRANSIT 5000M QualifyUnleaded &

Propane

112 83 FORD 2001 1FBSS31L01HA37781 15 MD LG94706 E350 VAN None 07/15/03 OTD/DR SHORE TRANSIT 5000M Qualify Unleaded

153 94 FORD 2009 1FDEE35L99DA69069 8/2 MD LG87203 PHOENIX Lift 09/30/09 OTD/DR SHORE TRANSIT 5000M QualifyUnleaded &

Propane

152 95 FORD 2009 1FDEE35L59DA69070 8/2 MD LG87204 PHOENIX Lift 09/30/09 OTD/DR SHORE TRANSIT 5000M QualifyUnleaded &

Propane

171 96 FORD 2011 1FDFE4FS6BDA16867 16/2 MD LG90754 PHOENIX Lift 04/20/11 OTD/DR SHORE TRANSIT 5000M QualifyUnleaded &

Propane

172 97 FORD 2011 1FDFE4FS8BDA16868 16/2 MD LG90755 PHOENIX Lift 04/20/11 OTD/DR SHORE TRANSIT 5000M QualifyUnleaded &

Propane

173 98 FORD 2011 1FDFE4FSXBDA16869 16/2 MD LG90757 PHOENIX Lift 04/20/11 OTD/DR SHORE TRANSIT 5000M QualifyUnleaded &

Propane

174 99 FORD 2011 1FDFE4FS5BDA63078 10/4 MD LG90775 PHOENIX Lift 04/20/11 OTD/DR SHORE TRANSIT 5000M QualifyUnleaded &

Propane

227 100 FORD 2014 1FDFE4FS2EDA78626 14/2 MD LG00178 PHOENIX Lift 10/14/14 OTD/DR SHORE TRANSIT 5000M QualifyUnleaded &

Propane

228 101 FORD 2014 1FDFE4FS4EDA78627 14/2 MD LG00179 PHOENIX Lift 10/14/14 OTD/DR SHORE TRANSIT 5000M QualifyUnleaded &

Propane

226 102 FORD 2014 1FDFE4FS6EDA78628 14/2 MD LG00180 PHOENIX Lift 10/14/14 OTD/DR SHORE TRANSIT 5000M QualifyUnleaded &

Propane

229 103 FORD 2014 1FDFE4FS8EDA78629 14/2 MD LG00181 PHOENIX Lift 10/14/14 OTD/DR SHORE TRANSIT 5000M QualifyUnleaded &

Propane

230 104 FORD 2014 1FDFE4FS4EDA78630 14/2 MD LG00182 PHOENIX Lift 10/14/14 OTD/DR SHORE TRANSIT 5000M QualifyUnleaded &

Propane

246 105 FORD 2017 1FDFE4FS2HDC51324 16/2 MD 07937LG PHOENIX Lift 07/25/17 FIXED SHORE TRANSIT 5000M QualifyUnleaded &

Propane

247 106 FORD 2017 1FDFE4FS4HDC51325 16/2 MD 07938LG PHOENIX Lift 07/27/17 OTD/DR SHORE TRANSIT 5000M QualifyUnleaded &

Propane

175 107 FORD 2011 1FDFE4FS1BDA14833 10/4 MD LG90756 PHOENIX Lift 04/20/11 OTD/DR SHORE TRANSIT 5000M QualifyUnleaded &

Propane

248 108 FORD 2017 1FDFE4FSXHDC55685 16/2 MD 07939LG PHOENIX Lift 07/27/17 OTD/DR SHORE TRANSIT 5000M QualifyUnleaded &

Propane

249 109 FORD 2017 1FDFE4FS8HDC51327 16/2 MD 07942LG PHOENIX Lift 08/02/17 OTD/DR SHORE TRANSIT 5000M QualifyUnleaded &

Propane

250 110 FORD 2017 1FDFE4FS1HDC55686 16/2 MD 07943LG PHOENIX Lift 08/02/17 OTD/DR SHORE TRANSIT 5000M QualifyUnleaded &

Propane

251 111 FORD 2017 1FDFE4FS6HDC51326 16/2 MD 07941LG PHOENIX Lift 08/02/17 OTD/DR SHORE TRANSIT 5000M QualifyUnleaded &

Propane

252 112 FORD 2017 1FDFE4FS3HDC55687 16/2 MD 07944LG PHOENIX Lift 08/08/17 OTD/DR SHORE TRANSIT 5000M QualifyUnleaded &

Propane

253 113 FORD 2017 1FDFE4FS8HDC52722 16/2 MD 07945LG PHOENIX Lift 08/08/17 OTD/DR SHORE TRANSIT 5000M QualifyUnleaded &

Propane

114 FORD 2018 1FDFE4FSXJDC16410 16/2 MD 13417LG PHOENIX Lift 04/01/19 FIXED SHORE TRANSIT 5000M Qualify UNLEADED

275 231 FORD 2011 1FDFE4S1BDB14639 16/2 MD PHOENIX Lift 09/06/19 FIXED SHORE TRANSIT 5000M Non-Qualify Unleaded

265 245 FORD 2007 1FDXE45S57DA87796 14/2 MD 11771LG PHOENIX Lift 09/01/18 FIXED SHORE TRANSIT 5000M Non-Qualify Unleaded

135 262 CHEVROLET 2009 1GBG5V1929F403356 22/2 MD LG87017 DEFENDER Lift 06/10/09 FIXED SHORE TRANSIT 7500M Qualify Diesel

157 264 CHEVROLET 2008 1GBG5U19X8F414677 22/2 MD LG87223 DEFENDER Lift 02/01/10 FIXED SHORE TRANSIT 7500M Qualify Diesel

264 265 CHEVROLET 2008 1GBG5U1978F414880 22/2 MD LG87225 DEFENDER Lift 02/01/10 FIXED SHORE TRANSIT 7500M Non-Qualify Diesel

159 266 CHEVROLET 2008 1GBG5U19X8F414730 22/2 MD LG87226 DEFENDER Lift 02/01/10 FIXED SHORE TRANSIT 7500M Qualify Diesel

162 267 CHEVROLET 2008 1GBG5U1928F414785 22/2 MD LG87247 DEFENDER Lift 02/01/10 DEADLINED SHORE TRANSIT 7500M Qualify Diesel

199 268 INTERNATIONAL 2013 5WEASAAM5DJ302239 28/2 MD LG83789 AERO ELITE Lift 10/04/12 FIXED SHORE TRANSIT 7500M Qualify Diesel

241 274 FORD 2016 1FD9F6AY4HDB02048 28/2 MD 07127LG F-650 Lift 12/02/16 FIXED SHORE TRANSIT 5000M QualifyUnleaded &

Propane

242 275 FORD 2016 1FDPF6AY6HDB02049 28/2 MD 07126LG F-650 Lift 12/02/16 FIXED SHORE TRANSIT 5000M QualifyUnleaded &

Propane

243 276 FORD 2016 1FDPF6AY2HDB02050 28/2 MD 06950LG F-650 Lift 12/02/16 FIXED SHORE TRANSIT 5000M QualifyUnleaded &

Propane

244 277 FORD 2017 1FDPF6AY0HDB03679 28/2 MD 07150LG F-650 Lift 02/24/17 FIXED SHORE TRANSIT 5000M QualifyUnleaded &

Propane

245 278 FORD 2017 1FDPF6AY7HDB03680 28/2 MD 07149LG F-650 Lift 02/24/17 FIXED SHORE TRANSIT 5000M QualifyUnleaded &

Propane

268 279 FORD 2018 1FDPF6AY2JDF06617 28/2 MD 11995LG F-650 Lift 10/30/18 FIXED SHORE TRANSIT 5000M QualifyUnleaded &

Propane

269 280 FORD 2018 1FDPF6AY4JDF06618 28/2 MD 11994LG F-650 Lift 11/05/18 FIXED SHORE TRANSIT 5000M QualifyUnleaded &

Propane

160 409 FREIGHTLINER 2010 4UZAB0DT6ACAT2033 26/2 MD LG87224 CHAMPION Lift 02/01/10 FIXED SHORE TRANSIT 7500M Qualify Diesel

168 411 ELDORADO 2010 1N9HDAC61AC084309 26/2 MD LG87847 TRANSMARK Lift 09/14/10 FIXED SHORE TRANSIT 7500M Qualify Diesel

235 412 FREIGHTLINER 2007 4UZAB0BV97CZ13349 34/2 MD 03429LG CHAMPION Lift 01/04/16 FIXED SHORE TRANSIT 7500M Non-Qualify Diesel

234 413 FREIGHTLINER 2007 4UZABOBV07CX98480 34/2 MD 01343LG CHAMPION Lift 08/17/15 FIXED SHORE TRANSIT 7500m Non-Qualify Diesel161 420 FREIGHTLINER 2010 4UZAB0DT8ACAT2034 26/2 MD LG87239 CHAMPION Lift 02/24/10 DEADLINED SHORE TRANSIT 7500M Qualify Diesel

Buses hi-lighted in gray are to be removed at start of next fiscal year

55

QUEEN ANNE'S COUNTY/ COUNTY RIDE

VEHICLE INVENTORY LIST

Vehicle # Vehicle Type

200 Bus

201 Bus

259 Bus

261 Bus

263 Bus

264 Bus

265 Bus

318 Bus

319 Bus

330 Bus

340 Bus

350 Bus

360 Bus

310 Van

314 Van

56

57

ATTACHMENT 12

FEDERALLY REQUIRED ASSURANCES, CERTIFICATIONS, AND OTHER MODAL CLAUSES

PROJECT: RFP – REGIONAL TRANSIT ADVERTISING PROGRAM

SUBMISSION DUE DATE: INSERT DATE The Region is a sub-recipient of Federal Transit Administration (FTA) and Maryland Transit Administration (MTA) grants. As such, Federal Assurances, Certifications and other Modal Clauses are required to be included with associated procurements (past or present) that exceed three thousand dollars ($3,000). Therefore, for your submission to be considered complete, the below documents must be signed and returned with your proposal. Failure by the Vendor to complete, sign or include the below listed documents in their Proposal may result in the rejection of their Proposal. Federally Required Assurances, Certifications, and other Modal Clauses include:

No Government Obligation to Third Parties Program Fraud and False or Fraudulent Statements and Related Acts Access to Records and Reports Federal Changes Termination Provisions Civil Rights Requirements Disadvantaged Business Enterprise (DBE) including MDOT Forms A & B Incorporation of Federal Transit Administration (FTA) Terms Suspension and Debarment Resolutions of Disputes, Breaches, or other Litigation Lobbying Clean Air Clean Water Energy Conservation Notification of Federal Participation for States Duns and Bradstreet & Central Vendor Registration Bid Award Protest Procedures for Items Using Maryland Transit Administration

(MTA) funding.

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NO GOVERNMENT OBLIGATION TO THIRD PARTIES

No Obligation by the Federal Government. (1) The Purchaser and Vendor 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, Vendor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Vendor agrees to include the above clause in each sub-contract 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 sub-Vendor who will be subject to its provisions. The Vendor, ______________________________, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosures if any. In addition, The Vendor 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 Vendor's Authorized Official _________________________________ Name and Title of Vendor's Authorized Official ____________________________ Date _____________

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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

Program Fraud and False or Fraudulent Statements or Related Acts. (1) The Vendor 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 Vendor 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 Vendor further acknowledges that if it makes, or causes to be made, a false, fictitious, fraudulent claims, statements, submissions, or certifications, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on The Vendor to the extent the Federal Government deems appropriate. (2) The Vendor also acknowledges that if it makes, or causes to be made, a false, fictitious, fraudulent claims, statements, submissions, or certifications 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 Vendor, to the extent the Federal Government deems appropriate. (3) The Vendor agrees to include the above two clauses in each sub-contract 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 sub-Vendor who will be subject to the provisions. Signature of Vendor's Authorized Official _________________________________ Name and Title of Vendor's Authorized Official ____________________________ Date _____________

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ACCESS TO RECORDS AND REPORTS

49 U.S.C. 5325 18 CFR 18.36 (i) 49 CFR 633.17

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 sub-grantee of the FTA Recipient in accordance with 49 C. F. R. 18.36(i), The Vendor 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 Vendor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. The Vendor also agrees, pursuant to 49 C. F. R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Vendor access to Vendor'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. (2) The Vendor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) The Vendor agrees pursuant 49 CFR 18.39(i)(11), 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 The Vendor agrees to maintain the 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. Signature of Vendor's Authorized Official _________________________________ Name and Title of Vendor's Authorized Official ____________________________ Date _____________

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FEDERAL CHANGES

49 CFR Part 18 The Vendor 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. The Vendor's failure to comply shall constitute a material breach of this contract. Signature of Vendor's Authorized Official _________________________________ Name and Title of Vendor's Authorized Official ____________________________ Date _____________

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CIVIL RIGHTS REQUIREMENTS

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 Vendor 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 Vendor 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 Vendor 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 Vendor 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 Vendor 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 Vendor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, The Vendor 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 Vendor 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

63

to employment of persons with disabilities. In addition, The Vendor agrees to comply with any implementing requirements FTA may issue. (d) The Vendor also agrees to include these requirements in each sub-contract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. Signature of Vendor's Authorized Official _________________________________ Name and Title of Vendor's Authorized Official ____________________________ Date _____________

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TERMINATION PROVISIONS

49 U.S.C.Part 18 FTA Circular 4220.1E

The following requirements apply to the underlying contract: (a) Termination for Convenience (General Provision) – Shore Transit, on behalf of the Region may terminate this contract, in whole or in part, at any time by written notice to The Vendor when it is in the Government's best interest. The Vendor shall be paid its costs, including contract close out costs, and profit on work performed up to the time of termination. The Vendor shall promptly submit its termination claim to Shore Transit to be paid. If The Vendor has any property in its possession belonging to Shore Transit, The Vendor will account for the same, and dispose of it in the manner Shore Transit directs. (b) Termination for Default [Breach or Cause] (General Provision) - If The Vendor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, The Vendor fails to perform in the manner called for in the contract, or if The Vendor fails to comply with any other provisions of the contract, Shore Transit may terminate this contract for default. Termination shall be in effect by serving a Notice of Termination to The Vendor, setting forth the manner in which The Vendor is in default. The Vendor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by Shore Transit that The Vendor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of, or are beyond the control of The Vendor, Shore Transit, after setting up a new delivery of performance schedule, may allow The Vendor to continue work, or treat the termination as a termination for convenience. (c) Opportunity to Cure (General Provision) - DCS in its sole discretion may, in the case of a termination for breach or default, allow The Vendor [an appropriately short period of time] in which to cure the defect. In such case, the Notice of Termination will state the time period in which cure is permitted and other appropriate conditions If The Vendor fails to remedy to Shore Transit’s satisfaction, the breach or default of any of the terms, covenants, or conditions of this contract within ten (10) days after receipt by The Vendor of written notice setting forth the nature of said breach or default, Shore Transit shall have the right to terminate the contract without any further obligation to The Vendor. Any such termination for default shall not in any way operate to preclude Shore Transit from also pursuing all available remedies against The Vendor and its sureties for said breach or default. (d) Waiver of Remedies for any Breach in the event that Shore Transit elects to waive its remedies for any breach by The Vendor of any covenant, term or condition of this contract, such waiver by Shore Transit shall not limit Shore Transit’s remedies for any succeeding breach of that or of any other term, covenant, or condition of this contract.

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(e) Termination for Convenience (Professional or Transit Service Contracts) - Shore Transit, by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, Shore Transit shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. (f) Termination for Default (Supplies and Service) - If The Vendor fails to deliver supplies or to perform the services within the time specified in this contract, or any extension, or if The Vendor fails to comply with any other provisions of this contract, Shore Transit may terminate this contract for default. Shore Transit shall terminate by delivering to The Vendor a Notice of Termination specifying the nature of the default. The Vendor 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 Vendor 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 Shore Transit. (g) Termination for Default (Transportation Services) - If The Vendor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension, or if The Vendor fails to comply with any other provisions of this contract, Shore Transit may terminate this contract for default. Shore Transit shall terminate by delivering to The Vendor a Notice of Termination specifying the nature of default. The Vendor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while The Vendor has possession of any properties belonging to Shore Transit, The Vendor shall, upon direction of Shore Transit, protect and preserve the goods until surrendered to Shore Transit. The Vendor and Shore Transit shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that The Vendor 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 Shore Transit. (h) Termination for Default (Construction) - If The Vendor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension, or fails to complete the work within this time, or if The Vendor fails to comply with any other provisions of this contract, Shore Transit may terminate this contract for default. Shore Transit shall terminate by delivering to The Vendor a Notice of Termination specifying the nature of the default. In this event, Shore Transit may take over the work, and complete it by contract or otherwise, and may take possession of, and use any materials, appliances, and plant on the work site necessary for completing the work. The Vendor and its sureties shall be liable for any damage to Shore Transit resulting from The Vendor's refusal or failure to complete the work within specified time, whether or not The Vendor's right to proceed with the work is terminated. This liability includes any increased costs incurred by Shore Transit in completing the work.

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The Vendor's right to proceed shall not be terminated nor The Vendor charged with damages under this clause if: 1. The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of The Vendor. Examples of such causes include: acts of God, acts of Shore Transit, acts of another Vendor in the performance of a contract with Shore Transit, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. The Vendor, within ten (10) days from the beginning of any delay, notifies Shore Transit in writing of the causes of delay. If in the judgment of Shore Transit, the delay is excusable, the time for completing the work shall be extended. The judgment of Shore Transit shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of The Vendor's right to proceed, it is determined that The Vendor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of Shore Transit. (i) Termination for Convenience or Default (Architect and Engineering) - Shore Transit may terminate this contract in whole or in part, for Shore Transit’s convenience or because of the failure of The Vendor to fulfill the contract obligations. Shore Transit shall terminate by delivering to The Vendor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, The Vendor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to The Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. The termination is for the convenience of Shore Transit. The Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of The Vendor to fulfill the contract obligations, Shore Transit may complete the work by contact or otherwise, and The Vendor shall be liable for any additional cost incurred by Shore Transit. If, after termination for failure to fulfill contract obligations, it is determined that The Vendor 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 Shore Transit. (j) Termination for Convenience of Default (Cost-Type Contracts) - Shore Transit may terminate this contract, or any portion of it, by serving a Notice of Termination to The Vendor. The notice shall state whether the termination is for convenience of Shore Transit or for the default of The Vendor. If the termination is for default, the notice shall state the manner in which The Vendor has failed to perform the requirements of the contract. The Vendor shall account for any property in its possession paid for from funds received from Shore Transit, or property supplied to Shore Transit. If the termination is for default, Shore Transit may fix the fee, if the contract provides for a fee, to be paid to The Vendor in proportion to the value, if any, of work performed up to the time of termination. The Vendor shall promptly submit its termination claim to Shore Transit and the parties shall negotiate the termination settlement to be paid The Vendor. If the termination is for the convenience of Shore Transit, The Vendor shall be paid its contract close out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work

67

performed up to the time of termination. If, after serving a Notice of Termination for default, Shore Transit determines that The Vendor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of The Vendor, Shore Transit, after setting up a new work schedule, may allow The Vendor to continue work, or treat the termination as a termination for convenience. Signature of Vendor's Authorized Official _________________________________ Name and Title of Vendor's Authorized Official ____________________________ Date _____________

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DISADVANTAGED BUSINESS ENTERPRISE (DBE)

42 U.S.C. 6321 et seq. 49 CFR Part 18

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 %. A separate contract goal of 0% DBE participation has been established for this procurement. (b) The Vendor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Vendor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT/FTA assisted contract. Failure by the Vendor 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 Shore Transit deems appropriate. Each sub-contract the Vendor signs with a sub-Vendor must include the assurance in this paragraph (see 49 CFR 26.13(b)). (c) Vendors must submit with their Proposal a written implementation plan for meeting the DBE Goal. Attached MDOT DBE Forms “A” and “B” must also be completed. Proposals will not be accepted without these documents. Vendors are required to document sufficient DBE participation to meet these goals or, alternatively, document adequate good faith efforts to do so as provided for in 49 CFR 26.53 (see attached COMAR 21.11.03.11 Waiver Request). Award of this contract is conditioned on submission of the following, concurrent with and accompanying sealed bid, concurrent with and accompanying an initial proposal, prior to award: 1. The names and addresses of DBE firms that will participate in this contract; 2. A description of the work each DBE will perform; 3. The dollar amount of the participation of each DBE firm participating; 4. Written documentation of the Vendor/offers’ commitment to use a DBE sub- Vendor whose participation it submits to meet the contract goal; 5. Written confirmation from the DBE that it is participating in the contract as provided the prime Vendor’s commitment; and 6. If the contract goal is not met, evidence of Good Faith efforts to do so must be provided in writing. Vendors must present the information required above, as a matter of responsiveness, with initial proposals prior to contract award (see 49 CFR 26.53(3)).

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(d) The Vendor is required to pay its sub-Vendors performing work related to this contract for satisfactory performance of that work no later than 30 days after the Vendor’s receipt of payment for that work from Shore Transit. In addition, the Vendor may not hold retainage from its sub-Vendors, is required to return any retainage payments to those sub-Vendors within 30 days after the sub-Vendor's work related to this contract is satisfactorily completed, is required to return any retainage payments to those sub-Vendors within 30 days after incremental acceptance of the sub-Vendor’s work by Shore Transit and Vendor’s receipt of the partial retainage payment related to the sub-Vendor’s work. (e) The Vendor must promptly notify Shore Transit, whenever a DBE sub-Vendor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE sub-Vendor to perform at least the same amount of work. The Vendor may not terminate any DBE sub-Vendor and perform that work through its own forces or those of an affiliate without prior written consent from Shore Transit.

Signature of Vendor's Authorized Official _________________________________ Name and Title of Vendor's Authorized Official ____________________________ Date _____________

MDOT-OP 016-2 (9/11)

MDOT DBE FORM A FEDERALLY-FUNDED CONTRACTS

CERTIFIED DBE UTILIZATION AND FAIR SOLICITATION AFFIDAVIT PAGE 1 OF 2

THIS AFFIDAVIT MUST BE INCLUDED WITH THE BID/ PROPOSAL. IF THE BIDDER/OFFEROR FAILS TO

ACCURATELY COMPLETE AND SUBMIT THIS AFFIDAVIT AS REQUIRED, THE BID SHALL BE DEEMED NOT

RESPONSIVE OR THE PROPOSAL SHALL BE DEEMED NOT SUSCEPTIBLE OF BEING SELECTED FOR AWARD. In connection with the bid/proposal submitted in response to Solicitation No. , I affirm the following:

1. DBE Participation (PLEASE CHECK ONLY ONE)

I have met the overall certified Disadvantaged Business Enterprise (DBE) participation goal of percent ( %). I agree that this percentage of the total dollar amount of the Contract for the DBE goal will be performed by certified DBE firms as set forth in the DBE Participation Schedule - Part 2 of the MDOT DBE Form B (Federally-Funded Contracts).

OR

I conclude that I am unable to achieve the DBE participation goal. I hereby request a waiver, in whole or in part, of the goal. Within 10 business days of receiving notice that our firm is the apparent awardee or as requested by the Procurement Officer, I will submit a written waiver request and all required documentation in accordance with COMAR 21.11.03.11. For a partial waiver request, I agree that certified DBE firms will be used to accomplish the percentages of the total dollar amount of the Contract as set forth in the DBE Participation Schedule - Part 2 of the MDOT DBE Form B (Federally-Funded Contracts).

2. Additional DBE Documentation I understand that if I am notified that I am the apparent awardee or as requested by the Procurement Officer, I must submit the following documentation within 10 business days of receiving such notice: (a) Outreach Efforts Compliance Statement (MDOT DBE Form C - Federally-Funded Contracts ); (b) Subcontractor Project Participation Statement (MDOT DBE Form D - Federally-Funded Contracts); (c) DBE Waiver Request documentation per COMAR 21.11.03.11 (if waiver was requested); and (d) Any other documentation required by the Procurement Officer to ascertain bidder’s responsibility/ offeror’s susceptibility of being selected for award in connection with the certified DBE participation goal. I acknowledge that if I fail to return each completed document (in 2 (a) through (d)) within the required time, the Procurement Officer may determine that I am not responsible and therefore not eligible for contract award or not susceptible of being selected for award.

MDOT-OP 016-2 (9/11)

MDOT DBE FORM A FEDERALLY-FUNDED CONTRACTS

CERTIFIED DBE UTILIZATION AND FAIR SOLICITATION AFFIDAVIT PAGE 2 OF 2

3. Information Provided to DBE firms In the solicitation of subcontract quotations or offers, DBE firms were provided not less than the same information and amount of time to respond as were non-DBE firms. 4. Products and Services Provided by DBE firms I hereby affirm that the DBEs are only providing those products and services for which they are MDOT certified. I solemnly affirm under the penalties of perjury that the information in this affidavit is true to the best of my knowledge, information and belief. _________________________ ________________________ Company Name Signature of Representative _________________________ ________________________ Address Printed Name and Title _________________________ ________________________ City, State and Zip Code Date

MDOT-OP 017-1 (9/11)

MDOT DBE FORM B FEDERALLY-FUNDED CONTRACTS

DBE PARTICIPATION SCHEDULE

PART 1 – INSTRUCTIONS FOR DBE PARTICIPATION SCHEDULE

PARTS 2 AND 3 MUST BE INCLUDED WITH THE BID/PROPOSAL. IF THE BIDDER/OFFEROR FAILS TO ACCURATELY

COMPLETE AND SUBMIT PART 2 WITH THE BID/PROPOSAL AS REQUIRED, THE BID SHALL BE DEEMED NOT

RESPONSIVE OR THE PROPOSAL SHALL BE DEEMED NOT SUSCEPTIBLE OF BEING SELECTED FOR AWARD. PAGE 1 OF 2

*** STOP ***

FORM INSTRUCTIONS PLEASE READ BEFORE COMPLETING THIS FORM

1. Please refer to the Maryland Department of Transportation (MDOT) DBE Directory at www.mdot.state.md.us to determine if a firm is

certified for the appropriate North American Industry Classification System (“NAICS”) Code and the product/services description (specific product that a firm is certified to provide or specific areas of work that a firm is certified to perform). For more general information about NAICS, please visit www.naics.com. Only those specific products and/or services for which a firm is certified in the MDOT Directory can be used for purposes of achieving the DBE participation goal.

2. In order to be counted for purposes of achieving the DBE participation goal, the firm `must be certified for that specific NAICS (“DBE”

for Federally-funded projects designation after NAICS Code). WARNING: If the firm’s NAICS Code is in graduated status, such services/products will not be counted for purposes of achieving the DBE participation goals. Graduated status is clearly identified in the MDOT Directory (such graduated codes are designated with the word graduated after the appropriate NAICS Code).

3. Examining the NAICS Code is the first step in determining whether a DBE firm is certified and eligible to receive DBE participation

credit for the specific products/services to be supplied or performed under the contract. The second step is to determine whether a firm’s Products/Services Description in the DBE Directory includes the products to be supplied and/or services to be performed that are being used to achieve the DBE participation goal.

4. If you have any questions as to whether a firm is MDOT DBE certified, or if it is certified to perform specific services or provide

specific products, please call MDOT’s Office of Minority Business Enterprise at 1-800-544-6056 or send an email to mbe@mdot.state.md.us.

5. The Contractor’s subcontractors are considered second-tier subcontractors. Third-tier contracting used to meet a DBE goal is to be

considered the exception and not the rule. The following two conditions must be met before MDOT, its Modal Administrations and the Maryland Transportation Authority may approve a third-tier contracting agreement: (a) the bidder/offeror must request in writing approval of each third-tier contract arrangement, and (b) the request must contain specifics as to why a third-tier contracting arrangement should be approved. These documents must be submitted with the bid/proposal in Part 2 of this DBE Participation Schedule.

6. For each DBE firm that is being used as supplier/wholesaler/regular dealer/broker/manufacturer, please follow these instructions for

calculating the amount of the subcontract for purposes of achieving the DBE participation goal:

A. Is the firm certified as a broker of the products/supplies? If the answer is YES, please continue to Item C. If the answer is NO, please continue to Item B.

B. Is the firm certified as a supplier, wholesaler, regular dealer, or manufacturer of such products/supplies? If the answer is

YES, continue to Item D. If the answer is NO, continue to Item C only if the DBE firm is certified to perform trucking/hauling services under NAICS Codes 484110, 484121, 484122, 484210, 484220 and 484230. If the answer is NO and the firm is not certified under these NAICS Codes, then no DBE participation credit will be given for the supply of these products.

C. For purposes of achieving the DBE participation goal, you may count only the amount of any reasonable fee that the DBE firm

will receive for the provision of such products/supplies - not the total subcontract amount or the value (or a percentage thereof) of such products and/or supplies. For Column 3 of the DBE Participation Schedule, please divide the amount of any reasonable fee that the DBE firm will receive for the provision of such products/services by the total Contract value and insert the percentage in Line 3.1.

MDOT-OP 017-1 (9/11)

MDOT DBE FORM B FEDERALLY-FUNDED CONTRACTS

DBE PARTICIPATION SCHEDULE

PART 1 – INSTRUCTIONS FOR DBE PARTICIPATION SCHEDULE PAGE 2 OF 2

D. Is the firm certified as a manufacturer (refer to the firm’s NAICS Code and specific description of products/services) of the

products/supplies to be provided? If the answer is NO, please continue to Item E. If the answer is YES, for purposes of achieving the DBE participation goal, you may count the total amount of the subcontract. For Column 3 of the DBE Participation Schedule, please divide the total amount of the subcontract by the total Contract value and insert the percentage in Line 3.1.

E. Is the firm certified as a supplier, wholesaler and/or regular dealer? If the answer is YES and the DBE firm is furnishing and

installing the materials and is certified to perform these services, please divide the total subcontract amount (including full value of supplies) by the total Contract value and insert the percentage in Line 3.1. If the answer is YES and the DBE firm is only being used as a supplier, wholesaler and/or regular dealer or is not certified to install the supplies/materials, for purposes of achieving the DBE participation goal, you may only count sixty percent (60%) of the value of the subcontract for these supplies/products (60% Rule). To apply the 60% Rule, first divide the amount of the subcontract for these supplies/products only (not installation) by the total Contract value. Then, multiply the result by sixty percent (60%) and insert the percentage in Line 3.2.

7. For each DBE firm that is not being used as a supplier/wholesaler/regular dealer/broker/manufacturer, to calculate the amount of

the subcontract for purposes of achieving the DBE participation goal, divide the total amount of the subcontract by the total Contract value and insert the percentage in Line 3.1.

Example: $ 2,500 (Total Subcontract Amount) ÷ $10,000 (Total Contract Value) x 100 = 25%

8. Please note that for USDOT-funded projects, a DBE prime may count towards its DBE participation goal work performed by its own forces. Include information about the DBE prime in Part 2.

9. WARNING: The percentage of DBE participation, computed using the dollar amounts in Column 3 for all of the DBE firms listed

in Part 2, MUST at least equal the DBE participation goal as set forth in MDOT DBE Form A – Federally-Funded Contracts for this solicitation. If the bidder/offeror is unable to achieve the DBE participation goals, then the bidder/offeror must request a waiver in Form A or the bid will be deemed not responsive, or the proposal not susceptible of being selected for award. You may wish to use the Goal Worksheet shown below to assist you in calculating the percentage and confirming that you have met the applicable DBE participation goal.

GOAL WORKSHEET

Total DBE Firm Participation (Add percentages in Column 3 for all DBE firms listed in DBE Participation Schedule)

(A) ____________________%

The percentage amount in Box A above should be equal to the percentage amount in Box E below.

Add Countable Subcontract Amounts (see 6 through 8 of Instructions) for all DBE firms listed in DBE Participation Schedule, and insert in Box B

(B) $____________________

Insert the Total Contract Amount in Box C

(C) $____________________

Divide Box B by Box C and Insert in Box D

(D) =____________________

Multiply Box D by 100 and insert in Box E

(E) =___________________%

MDOT-OP 017-1 (9/11)

MDOT DBE FORM B FEDERALLY-FUNDED CONTRACTS

DBE PARTICIPATION SCHEDULE

PART 2 – DBE PARTICIPATION SCHEDULE

PARTS 2 AND 3 MUST BE INCLUDED WITH THE BID/PROPOSAL. IF THE BIDDER/OFFEROR FAILS TO ACCURATELY

COMPLETE AND SUBMIT PART 2 WITH THE BID/PROPOSAL AS REQUIRED, THE BID SHALL BE DEEMED NOT

RESPONSIVE OR THE PROPOSAL SHALL BE DEEMED NOT SUSCEPTIBLE OF BEING SELECTED FOR AWARD. PAGE __ OF ___

Prime Contractor Project Description Solicitation Number

LIST INFORMATION FOR EACH CERTIFIED DBE SUBCONTRACTOR YOU AGREE TO USE TO ACHIEVE THE DBE PARTICIPATION GOAL.

COLUMN 1 COLUMN 2 COLUMN 3 Unless the bidder/offeror requested a waiver in MDOT DBE Form A – Federally Funded Contracts for this solicitation, the cumulative DBE participation for all DBE firms listed herein must equal at least the DBE participation goal set forth in Form A.

NAME OF DBE SUBCONTRACTOR AND TIER

CERTIFICATION NO. AND DBE CLASSIFICATION

FOR PURPOSES OF ACHIEVING THE DBE PARTICIPATION GOAL, refer to sections 6, 7 and 8 in Part 1 - Instructions. State the percentage amount of the products/services in Line 3.1, except for those products or services where the DBE firm is being used as a wholesaler, supplier, or regular dealer. For items of work where the DBE firm is being used as a supplier, wholesaler and/or regular dealer, complete Line 3.2 using the 60% Rule.

Please check if DBE firm is a third-tier contractor (if applicable). Please submit written documents in accordance with Section 5 of Part 1 - Instructions

Certification Number:

(If dually certified, check only one box.)

African American-Owned

Hispanic American- Owned

Asian American-Owned

Women-Owned

Other DBE Classification

______________________

3.1. TOTAL PERCENTAGE TO BE PAID TO THE SUBCONTRACTOR (STATE THIS PERCENTAGE AS A PERCENTAGE OF THE TOTAL CONTRACT VALUE- EXCLUDING PRODUCTS/SERVICES FROM SUPPLIERS, WHOLESALERS OR REGULAR DEALERS).

__________% (Percentage for purposes of calculating achievement of DBE Participation goal) 3.2 TOTAL PERCENTAGE TO BE PAID TO THE SUBCONTRACTOR FOR ITEMS OF WORK WHERE THE DBE FIRM IS BEING USED AS A SUPPLIER, WHOLESALER AND/OR REGULAR DEALER) (STATE THE PERCENTAGE AS A PERCENTAGE OF THE TOTAL CONTRACT VALUE AND THEN APPLY THE 60% RULE PER SECTION 6(E) IN PART 1 - INSTRUCTIONS). _____________% Total percentage of Supplies/Products x _________60% (60% Rule)

__________% (Percentage for purposes of calculating achievement of DBE Participation goal)

Please check if Continuation Sheets are attached.

MDOT-OP 017-1 (9/11)

MDOT DBE FORM B FEDERALLY-FUNDED CONTRACTS

DBE PARTICIPATION SCHEDULE CONTINUATION SHEET

PAGE __ OF ___

Prime Contractor Project Description Solicitation Number

LIST INFORMATION FOR EACH CERTIFIED DBE SUBCONTRACTOR YOU AGREE TO USE TO ACHIEVE THE DBE PARTICIPATION GOAL.

COLUMN 1 COLUMN 2 COLUMN 3 Unless the bidder/offeror requested a waiver in MDOT DBE Form A – Federally Funded Contracts for this solicitation, the cumulative DBE participation for all DBE firms listed herein must equal at least the DBE participation goal set forth in Form A.

NAME OF DBE SUBCONTRACTOR AND TIER

CERTIFICATION NO. AND DBE CLASSIFICATION

FOR PURPOSES OF ACHIEVING THE DBE PARTICIPATION GOAL, refer to sections 6, 7 and 8 in Part 1 - Instructions. State the percentage amount of the products/services in Line 3.1, except for those products or services where the DBE firm is being used as a wholesaler, supplier, or regular dealer. For items of work where the DBE firm is being used as a supplier, wholesaler and/or regular dealer, complete Line 3.2 using the 60% Rule.

Please check if DBE firm is a third-tier contractor (if applicable). Please submit written documents in accordance with Section 5 of Part 1 - Instructions

Certification Number:

(If dually certified, check only one box.)

African American-Owned

Hispanic American- Owned

Asian American-Owned

Women-Owned

Other DBE Classification

______________________

3.1. TOTAL PERCENTAGE TO BE PAID TO THE SUBCONTRACTOR (STATE THIS PERCENTAGE AS A PERCENTAGE OF THE TOTAL CONTRACT VALUE- EXCLUDING PRODUCTS/SERVICES FROM SUPPLIERS, WHOLESALERS OR REGULAR DEALERS).

__________% (Percentage for purposes of calculating achievement of DBE Participation goal) 3.2 TOTAL PERCENTAGE TO BE PAID TO THE SUBCONTRACTOR FOR ITEMS OF WORK WHERE THE DBE FIRM IS BEING USED AS A SUPPLIER, WHOLESALER AND/OR REGULAR DEALER) (STATE THE PERCENTAGE AS A PERCENTAGE OF THE TOTAL CONTRACT VALUE AND THEN APPLY THE 60% RULE PER SECTION 6(E) IN PART 1 - INSTRUCTIONS). _____________% Total percentage of Supplies/Products x _________60% (60% Rule)

__________% (Percentage for purposes of calculating achievement of DBE Participation goal)

Please check if Continuation Sheets are attached.

MDOT-OP 017-1 (9/11)

MDOT DBE FORM B FEDERALLY-FUNDED CONTRACTS

DBE PARTICIPATION SCHEDULE

PART 3 – CERTIFICATION FOR DBE PARTICIPATION SCHEDULE

PARTS 2 AND 3 MUST BE INCLUDED WITH THE BID/PROPOSAL AS DIRECTED IN THE SOLICITATION.

I hereby affirm that I have reviewed the Products and Services Description (specific product that a firm is certified to provide or areas of work that a firm is certified to perform) set forth in the MDOT DBE Directory for each of the DBE firms listed in Part 2 of this DBE Form B for purposes of achieving the DBE participation goal that was identified in the DBE Form A that I submitted with this solicitation, and that the DBE firms listed are only performing those products/services/areas of work for which they are certified. I also hereby affirm that I have read and understand the form instructions set forth in Part 1 of this DBE Form B. The undersigned Prime Contractor hereby certifies and agrees that it has fully complied with the State Minority Business Enterprise law, State Finance and Procurement Article §14-308(a)(2), Annotated Code of Maryland which provides that, except as otherwise provided by law, a contractor may not identify a certified minority business enterprise in a bid or proposal and:

(1) fail to request, receive, or otherwise obtain authorization from the certified minority business enterprise to identify the certified minority business enterprise in its bid or proposal; (2) fail to notify the certified minority business enterprise before execution of the contract of its inclusion of the bid or proposal; (3) fail to use the certified minority business enterprise in the performance of the contract; or (4) pay the certified minority business enterprise solely for the use of its name in the bid or

proposal. I solemnly affirm under the penalties of perjury that the contents of Parts 2 and 3 of MDOT DBE Form B are true to the best of my knowledge, information and belief. ____________________________________ _______________________________________ Company Name Signature of Representative ____________________________________ _______________________________________ Address Printed Name and Title

____________________________________ _______________________________________ City, State and Zip Code Date

77

INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS

FTA Circular 4220.1E

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 Vendor shall not perform any act, fail to perform any act, or refuse to comply with any of Shore Transit’s requests, which would cause Shore Transit to be in violation of the FTA terms and conditions. Signature of Vendor's Authorized Official _________________________________ Name and Title of Vendor's Authorized Official ____________________________ Date __________________

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GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the Vendor is required to verify that none of the Vendor, 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 Vendor 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 Vendor or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by {insert agency name}. If it is later determined that the Vendor or proposer knowingly rendered an erroneous certification, in addition to remedies available to {insert agency name}, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The Vendor 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 Vendor or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. Signature of Vendor's Authorized Official _________________________________ Name and Title of Vendor's Authorized Official ____________________________ Date __________________

79

BREACHES AND DISPUTE RESOLUTION 49 CFR Part 18

FTA Circular 4220.1E All contracts in excess of $100,000 shall contain provisions or conditions which will allow for administrative, contractual, or legal remedies in instances where Vendors violate or breach contract terms, and provide for such sanctions and penalties as may be appropriate. This may include provisions for bonding, penalties for late or inadequate performance, retained earnings, liquidated damages or other appropriate measures.

Disputes - 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 (Recipient)'s [title of employee]. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Vendor mails or otherwise furnishes a written appeal to the [title of employee]. In connection with any such appeal, the Vendor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the [title of employee] shall be binding upon the Vendor and the Vendor shall abide be the decision.

Performance During Dispute - Unless otherwise directed by (Recipient), Vendor 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 (Recipient) and the Vendor 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 the (Recipient) is located.

Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available there under 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 the (Recipient), (Architect) or Vendor 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 there under, except as may be specifically agreed in writing. Signature of Vendor’s Authorized Official _________________________________ Name and Title of Vendor's Authorized Official ____________________________ Date __________________

80

LOBBYING

31 U.S.C. 1352 49 CFR Part 19 49 CFR Part 20

The undersigned [Vendor] 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. 1413 (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. 104-65, 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 sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients 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. § 1352 (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. [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

81

a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Vendor, ___________________, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Vendor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. Authorized Official _________________________________ Name and Title of Vendor's Authorized Official ____________________________ Date __________________

82

CLEAN AIR

42 U.S.C. 7401 et seq 40 CFR 15.61

49 CFR Part 18 Clean Air - (1) The Vendor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Vendor 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 Vendor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA.

Authorized Official _________________________________ Name and Title of Vendor's Authorized Official ____________________________ Date __________________

83

CLEAN WATER REQUIREMENTS

33 U.S.C. 1251 Clean Water - (1) The Vendor 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. 1251 et seq. The Vendor 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 Vendor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA.

Authorized Official _________________________________ Name and Title of Vendor's Authorized Official ____________________________ Date __________________

84

ENERGY CONSERVATION

42 U.S.C. 6321 et seq. 49 CFR Part 18

The Vendor 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.

Signature of Vendor's Authorized Official _________________________________ Name and Title of Vendor's Authorized Official ____________________________ Date _____________

85

NOTIFICATION OF FEDERAL PARTICIPATION

49 U.S.C. §§ 5301 et seq., Title 23, U.S.C. Section 15; Procurement; (n)

To the extent required by law, in the announcement of any third party contract award for goods or services (including construction services) having an aggregate value of $500,000 or more, the Recipient agrees to specify the amount of Federal assistance intended to be used to finance that acquisition and to express that amount of that Federal assistance as a percentage of the total cost of that third party contract. AGENCY: SHORE TRANSIT PROCURMENT ITEM: VEHICLE ADVERTSING ESTIMATED REVENUE: FEDERAL PARTICIPATION: Signature of Vendor's Authorized Official _________________________________ Name and Title of Vendor's Authorized Official ____________________________ Date _____________

86

Central Vendor Registration

To be eligible for award, and at time of proposal submission, Vendor must be registered with Central Vendor Registration (CCR). Please provide the required information in the

appropriate spaces below. Information provided by Vendor must be accurate and verifiable.

Business Name: _____________________________________________________ Business Address: _________________________________________________ _________________________________________________ _________________________________________________

Vendor Central Vendor Registration (CCR) CAGE Code #: _____________________

Signature of Vendor's Authorized Official _________________________________ Name and Title of Vendor's Authorized Official ____________________________ Date ____________

87

BID AWARD PROTEST PROCEDURES FOR ITEMS USING MTA FUNDING Shore Transit shall notify each bidder of the intent to award a contract, after the opening and appropriate staff review of the bids. Upon reaching a selection decision, and making the appropriate notifications, Shore Transit shall present all pertinent data and supporting documents. At this time, Shore Transit will seek to make the bid award. Protests shall be fully supported with adequate technical data, test results, or other pertinent information to support the protest. The protest shall be labeled on the outside of the envelope “Attention, Bid Award Protest: Bid TC 1035. The protest letter shall be directed to: Shore Transit, 31901 Tri-County Way, Salisbury, MD 21804. The decision of Shore Transit shall be final except in instances of: 1. Violations of federal law or regulations 2. Violations of Shore Transit protest procedure or the failure of Shore Transit to review a complaint or protest. Appeals to the decision of Shore Transit by a bidder shall be in writing and received by certified mail no later than ten (10) calendar days after Shore Transit’s decision is known or should have been known whichever is earlier. The notice of appeal shall specifically state that an appeal is being made and which decision of Shore Transit is being appealed. The initial protest will be directed to TCC Executive Director, TCC Board or Legal Counsel for Shore Transit. The protest will be reviewed and a decision will be rendered by and from the director. If the protestor still feels that the protest request has not been adequately addressed, the director will request a meeting with the Region. The Region will make a decision and the director will notify the protestor via certified mail. Signature of Contractor's Authorized Official _________________________________ Name and Title of Contractor's Authorized Official ____________________________ Date _____________