Reg

gional T
Transit Authorrity of
South
heast M
Michigan
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Requ
uest for Propossal #2015006
6

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Issuing Offi
fice:

Regiona
al Transit A
Authority o
of Southeasst Michigan
n

T
Tiffany Gun
nter
Chieef Operating
g Officer
1001 Woo
odward Avee., Suite 140
00
Detroit, MI 48226
T: (313) 4021020
E: tgun
nter@rtamicchigan.org

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Section I: General Conditions and Provisions
A. Introduction
The Regional Transit Authority of Southeast Michigan (RTA) was established
in 2012 through legislation signed into law by Governor Rick Snyder to
coordinate transit services in southeast Michigan. The RTA is composed of the
counties of Wayne, Oakland, Macomb and Washtenaw. It is governed by a 10member board with two representatives from each of the participating counties,
one representative from the City of Detroit, and one non-voting member
appointed by the governor who acts as the chair.
The purpose of the RTA is to plan for and coordinate public transportation in the
four-county region, including the City of Detroit, and to deliver rapid transit in a
region where none exists. It is the entity through which transit providers must
apply for state and federal funds, and through which those funds are allocated to
providers. The RTA is also responsible for developing a Regional Master Transit
Plan to guide present and future service and is empowered to put funding
questions on the ballot for public vote.
B. Objective
The RTA is seeking proposals from qualified contractors to provide airport
express bus service between the City of Detroit, Wayne County, Oakland County,
Macomb County and the Detroit Metropolitan Airport (DTW).
The RTA is seeking service that is attractive and meets passenger needs and
convenience. The successful contractor will provide express public transportation
services in accordance with published boarding locations, schedules, and fares
between the Counties and DTW. It will include interfacing with public
transportation routes operated by Ann Arbor Area Transit Authority (AAATA),
Detroit Department of Transportation (DDOT), and Suburban Mobility
Authority for Regional Transit (SMART). It also includes interfacing with the
Wayne County Airport Authority (the Airport Authority).
The objectives of the project include:
Provision and maintenance of airport express bus service between City of
Detroit, Wayne County, Oakland County, Macomb County and the Detroit
Metropolitan Airport (DTW).
Demonstration of ridership potential along the corridor to help inform
other ongoing regional and corridor planning efforts.
Please account in your proposal for the fact that you will be able to provide
service to or from DTW only if you apply for and receive an executed Regular
Intercity Bus Operator Permit from the Airport Authority. The substantially final
form of this Permit is attached hereto as Exhibit A. In your proposal, please affirm
your understanding that this Permit will be a necessary condition of providing
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service to DTW, and your willingness to comply with the terms and conditions
contained in this Permit. Such affirmation will be a condition of responsiveness to
this RFP.
Option #1 - Optional Proposal for Express Bus Service from the City of Ann
Arbor to the City of Detroit
The RTA has included this provision to seek proposals from qualified contractors
to provide express bus service from Washtenaw County to the City of Detroit.
Qualified contractors can choose to submit a proposal for both the airport express
bus service and express bus service, or a combination service that would provide
airport and express bus service along the corridor.
The RTA will use the same proposal guidelines, schedule, and selection criteria
outlined in the Airport Express Bus Service from the Detroit Metropolitan Airport
to Wayne, Oakland, and Macomb Counties to evaluate a proposal for both
services.
C. Issuing Office
This RFP is being issued by RTA, the Regional Transit Authority of Southeast
Michigan. This RFP is also available on RTAs website at
www.rtasoutheastmichigan.org .
Technical inquiries concerning the project should be directed to:
Mr. Ben Stupka (bstupka@rtamichigan.org).
Questions regarding the Administrative procedures should be directed to:
Ms. Virginia Lickliter (vlickliter@rtamichigan.org).
Questions submitted by contractors and staff answers to these questions will also
be posted online.
All parties can also be reached at:
Regional Transit Authority of Southeast Michigan
1001 Woodward Ave. - Suite 1400
Detroit, Michigan 48226
Phone: 313-402-1020

FAX: 313-961-4869

D. Proposals
An electronic copy of the technical proposal may be submitted to Ms. Tiffany J.
Gunter at tgunter@rtamichigan.org. Please include the proposal name and number
in the subject line of the email. Proposals should indicate the proposed scope of
work, consultant qualifications and experience, an operating plan, timeline, and
costs. Please provide a four-paragraph executive summary.
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The cost information requested in this section is required to support the

reasonableness of your proposal. Costs should be presented in cost plus fixed fee
format (governmental regulations require fixed fee to be limited to no more than
11%). Specifically, the cost proposal should include the job titles and names of
persons who will complete the work, including hours and hourly rates, projected
cost of operations and maintenance, and anticipated fare revenue. Cost should be
presented by task at a level of detail corresponding to the Work Plan. See
Attachment A for price proposal format instructions.
E. Proposal Requirements
The proposal should be responsive to the requirements identified in Section III.
A. Letter of Transmittal
a. The Letter of Transmittal shall be addressed to Tiffany Gunter, Chief
Operating Officer, and must, at a minimum contain the following:
b. Identification of the offering contractor(s), including name, address and
telephone number.
c. Acknowledgment of RFP addenda, if any.
d. Name, title, address, telephone number, fax number and email address of
contact person during the period of proposal evaluation.
e. A statement to the effect the proposal shall remain valid for a period of not
less than 90 days from the date of submittal.
f. Signature of person authorized to bind the offering contractor to the terms
of the proposal.
B. Qualifications, Related Experience, Personnel and References
a. Describe the contractor, its age, number of employees and office
location(s).
b. Submit a brief narrative description of the contractor. The narrative should
contain, but not be limited to the following:
i. A list of the services performed by the contractor.
ii. For this proposal, a list of services that would be performed by
the contractors staff and those that would be performed
through external agents, and the work to be done by each.
iii. A discussion of the contractors experience in partnering with
public transit agencies with a similar scope of services. Provide
the resume of the project manager who will be assigned to this
contract and the project management organizational structure.
Also provide resumes of the team members who will work
directly with RTA staff on any aspect of the project.
iv. A detailed description of the contractors history and capability
to meet the Contractor Responsibility requirements outlined in
Section III
v. A list of major client accounts.

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vi. Three references from previous or current clients with a similar
scope of service as RTA. Include the clients name, address,
contact person, and telephone number, and the type of services
performed.
C. Project Approach
Provide a narrative on the contractors understanding of RTAs scope of
services, and the proposed approach to fulfilling the requirements.A key piece
of this proposal will be an overview of funding options for the service. This
section shall include specific tasks on how the scope of work will be
accomplished in accordance with Section III Scope of Services of this RFP.
D. Exceptions/Deviations
Contractors shall state any exceptions to or deviations from the requirements
of the RFP. Where the Contractor wishes to propose alternative approaches to
meeting RTA's requirements, these should be thoroughly explained.
E. Cost Proposal
Cost proposals are required and shall include the hourly rates for job specific
functions of personnel assigned to the contract with a not-to-exceed amount.
Proposed costs for other fees, such as travel, and other miscellaneous fees
must also be included. Cost proposal must indicate the percentage of cost
requested for profit. See Attachment A for price proposal format instructions.
F. Proposal Receipt
Proposals must be received by RTA no later than 4:00pm, EST, July 31, 2015.
All substantive proposals become the property of RTA and will not be returned.
RTA is a public body as defined by Michigan's Freedom of Information Act
(FOIA). All information will be subject to disclosure under FOIA as of the RFP
return deadline date.
Send proposals to:

Ms. Tiffany J. Gunter at tgunter@rtamichigan.org.

G. Schedule
The proposed schedule for this procurement is as follows:
Event
Date
Request for Proposal Issued
June 18, 2015
Requests for Clarifications due
July 3, 2015
RTA Responds to Questions and
July 17, 2015
Clarifications
Proposal Due Date
July 31, 2015
Proposal Evaluation/Vendor
August 17 September 4,
Interview/Contract Negotiation Period
2015
Tentative Anticipated Award Date
September 2015
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Tentative Service Start Date

TBD

H. Type of Contract
Contract will be executed on the RTAs standardized Contract Form (Attachment
B). Submission of a proposal by a contractor will be understood as acceptance by
that contractor of the contract language.
I. Non-Discriminatory Practices
RTA policies encourage participation by disadvantaged business enterprises
(DBE), including women business enterprises (WBE), and minority business
enterprises (MBE). Please include certification(s) in proposal. RTA, in
accordance with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 U.S.C
2000d to 2000d-4 and Title 49, Code of Federal Regulations, Department of
Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in
Federally assisted programs of the Department of Transportation issued pursuant
to such Act, hereby notifies all contractors that it will affirmatively insure that in
any contract entered into pursuant to this advertisement, minority business
enterprises will be afforded full opportunity to submit bids in response to this
invitation and will not be discriminated against on the grounds of race, color, or
national origin in consideration of this award. Proposals that do not provide
evidence of a good-faith effort to include DBEs will be rejected.
J. Cost Liability
All costs incurred in the submission of proposals or in making necessary studies,
designs, or computer benchmarks of estimates for preparation of the proposals are
the sole responsibilities of the contractor.
K. Fair Labor Practices
The contractor shall agree to abide by all Federal and State labor laws, including
no commission of any unfair labor practices. Violations could result in the
cancellation of the contract.
L. Project Funding
The RTA does not currently have funding identified for this service and therefore
a key piece of this proposal will be an overview of service designs, fare structures,
and public/private funding options to support the service.
M. Insurance
1. The contractor shall purchase and maintain, throughout the term of the
contract, insurance from an insurance company authorized to do business in
the State of Michigan that will protect contractors, subcontractors, and the
owner from all liability claims under the contract. The insurance must state
RTA as additionally covered. The amount of insurance shall not be less than
the following:
a. Workers Compensation, disability benefit and other similar employee
benefit acts in the amount required under State of Michigan law. A
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nonresident contractor shall have insurance for benefits payable under
Michigans Workers Compensation law for any employee resident of and
hired in Michigan. The contractor shall maintain coverage for employees
of other states as mandated.
Comprehensive General Liability:
$2,000,000
b. Bodily injury and property damage combined single limit including
personal injury and completed operations.
Automobile Insurance for Vehicles:
$2,000,000
c. Liability, including standard no-fault
2. The contractor may not start work until evidence of all required insurance has
been submitted and approved by RTA. The contractor must cease work if any of
the required insurance is canceled or expires. One copy of the certificate of
insurance shall be submitted to and approved by RTA prior to the execution of
contract.
3. All policies providing contractors insurance shall be endorsed to provide thirty
(30) days written notice of cancellation or non-renewal to RTA.
4. The limits of liability may be provided by a single policy of insurance or by a
combination of primary, excess or umbrella policies. But in no event shall the
total limits of liability available for any one occurrence or accident be less than
the amount required.
5. All policies of insurance presented, as proof of compliance shall be on forms and
with insurance companies approved by RTA. All such insurance policies shall be
provided by insurance companies having Bests ratings of B+ or greater and VI or
greater (B+/VI) as shown in the most current issue of Bests Key Rating Guide.
Policies of insurance insured by insurance companies not rated by Bests or
having Bests ratings lower than B+/VI will not be accepted as complying with
the insurance requirements of the contract unless such insurance companies were
approved in writing prior to award of the contract.
Section II: Selection Criteria
A. Selection
All RFPs will be reviewed and ranked by a Selection Committee consisting of
RTA staff, members of the board, a DBE compliance officer, and technical
advisors as necessary. The selection committee will sign the RTA Conflict of
Interest Policy to ensure no conflict of interest exists. The selection committee
will make a recommendation to the Planning and Services Coordination
committee for consideration and recommendation to the RTA Board. The Board
will take action to approve or reject the recommendation.
B. Selection Criteria
The contract shall be awarded to the contractor whose proposal offers RTA the
greatest advantage for the project in accordance with the technical, economic, and
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other factors considered by RTA, as specified in Section II. RTA has a fiduciary
responsibility to consider cost when deciding on a consultant. Accordingly, cost is
a determining factor in the selection process. RTA seeks to choose the contractor
which provides the most value at a reasonable rate. RTA reserves the right to
reject any or all proposals, or parts thereof, and to negotiate the requested services
and contract terms with the selected contractor.
Item
Overall work plan and schedule
Project Approach
Cost Proposal
Experience of the contracting team
Demonstrated understanding of the project

Percent
30%
25%
20%
15%
10%

Section III Part A: Scope of Services Airport Express Bus Service

The successful contractors will form a public-private partnership with RTA,
sharing the financial risks as well as benefits to provide airport express bus
service between the City of Detroit, Wayne County, Oakland County, Macomb
County and DTW.The service will operate every day of the year.Services will
begin early enough in the morning to enable passengers to board most early
departing flights from DTW and to enable airport employees to reach their
destinations. Buses will continue throughout the day serving both air travelers
and employees. The last bus will be scheduled late enough in the evening to
accommodate most air travelers. Specific schedules will be established taking
into account the needs of air travelers as well as those of employees.
Service will consist of at least 1 stop in the City of Detroit, 1 stop in Wayne
County, 1 stop in Oakland County, and 1 stop in Macomb County. The number of
stops is limited to increase the comfort and convenience of passengers and to
enable buses to traverse the distance between the Counties and DTW safely
within their published schedules. The DTW stops will be the bus stops currently
used by AAATAs AirRide service and SMART. At the McNamara Terminal
(serving mostly Delta Airlines domestic and international flights) the stop will be
at the Ground Transportation Center, while at the North Terminal (serving most
other domestic airlines, as well as non-Delta partner international airlines), the
stop will be at the Ground Transportation Center. The service must conform to the
operational standards outlined in the Regular Intercity Bus Operator Permit from
the Wayne County Airport Authority (Exhibit A).
The RTA does not currently have funding identified for this service and therefore
a key piece of this proposal will be an overview of funding options to support the
service.
Items for contractors to recommend:
Different fare structures to accommodate air travelers and airport
employees.
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Stop destinations in the Counties based on proximity to existing transit

centers or key transit hubs, large employers (particularly hospitals and
universities), existing parking facilities, proximity to lodging for travelers,
and existing facilities for passenger amenities.
Concepts for integration with existing public transit service providers.
Service options that look at different route structures, including a single
route serving all destination and multiple routes serving the destinations
separately.
Contractors should make the service plans for each county clear and
distinct so the project can be easily segmented into phases.
Multiple funding options, including, but not limited to, public sources,
private sources, business/institutional partnerships, and service design that
captures the maximum amount of projected farebox revenue.
Potential integration with Express Bus service as described in Option #1.
Methods by which the successful proposer will work cooperatively with
existing service providers to DTW to ensure that, to the extent possible,
pick up and drop off times do not overlap between service providers.

Section III - Part B: Scope of Services Operating Roles

A. RTA Responsibilities
1. RTA staff will be responsible for the following aspects of providing this
service:
a. Route and schedule development
b. Providing bus stops including signs at all stops
c. Coordination with existing transit providers, local units of government,
and business owners
d. Management of parking facilities
2. Designation of a project manager who will be responsible for working with
the Contractor to ensure successful operation of service.
B. Contractor Responsibilities
1. The Contractor shall be responsible for all of the aspects of the operation
of high-quality service. This includes, but is not limited to, providing
buses, maintaining and servicing the buses and related equipment, vehicle
operation, service supervision, all personnel functions, complaint and
accident investigation and resolution, collection of data on ridership and
other functions, and collection of fares for riders. Integrating the service
with existing local providers.
2. Assist in loading and unloading bags (limit 2 per passenger, 50 lbs. per
bag). Passengers may carry purses, brief cases, notebook computer cases,
satchels, umbrellas, or small parcels onboard the bus. With the exception
of golf bags and snow skis (both must be properly wrapped and secured);
no luggage exceeding 20 inches in height and 27 inches in width will be
allowed.
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3. Boarding and deboarding, and securing of wheelchairs and passengers
using wheelchairs, (unless otherwise requested);
4. Provide public information relative to boarding locations, airline departure
gates at DTW, and other information necessary to help passengers make or
plan their travel;
5. Relay information in order to coordinate taxicab or other alternate
transportation services at drop-off locations;
6. Supervise the payment of appropriate fares (when necessary), including
issuing receipts when requested.
7. Payment of any and all entry fees or taxes imposed by DTW.
8. Service implementation plan for the service, including marketing,
operations, and management of service.
9. Report to RTA any out-of-the ordinary problems (operating problems,
missed trips, unusual passenger complaints, etc.).
10. Responsible for dispatching, vehicle control, and labor management of all
vehicles and employees engaged in airport services.
11. Responsible for providing appropriate airport bus service changes to
accommodate major changes in departures and arrivals made by airlines,
and any changes to the rules, regulations, or policies of the Airport
Authority.
12. Responsible for collecting and recording daily, weekly, and monthly
revenues. Revenue reports are to be submitted with monthly invoices to
RTA. Total monthly revenue is to be deducted from RTAs monthly
invoice. RTA will pay to the Contractor a net amount after deductions are
made for revenues and the Contractors partnership contributions to the
service.
13. Responsible for submitting weekly, monthly, and annual reports in a form
and with content as required by RTA. Such reports shall include at a
minimum: the Contractors cost based upon revenue miles for operating
the service; total revenues collected; miles operated; daily passengers by
boarding location, destination, and for total individual trips; number of
trips completed; number of trips not completed; delays and their effect
upon service; and drug and alcohol testing data.
14. Responsible for survey of riders in the first year, and then every other year
to get sense of rider demographics and overall satisfaction with the
service.
15. One way and Round Trip tickets will be available for purchase at
numerous private outlets (such as hotels), and online at the RTA website.
Passengers may deposit exact fare into the fare box or otherwise pay the
bus driver in the event they do not have a pre-paid ticket.
C. RTA and Contractor Responsibilities
1. Customer information including development and distribution of public
information materials specific to this service, inclusion of information on
this service in related RTA published information and web-based
information, and providing information in response to public inquiries.
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2. Branding/Co-branding as a public transit service provided by RTA. Please
build into your cost proposal the fact that if the service is only branded
RTA, the service may be exempt from the Airport Authoritys standard
$30 per pickup fee, but if the service is co-branded with a for-profit entity,
each pickup will be subject to the Airport Authority fee.
3. Marketing to the general public.
4. Development of fares.
5. Increase or decrease of vehicles and/or service trips if demand for service
does not support the schedule, or if demand for service exceeds the
capability of the schedule.
D. Vehicle Requirements
The buses provided by the contractor for this service shall be 2007 model year or
newer buses designed for highway use with a capacity of at least 42 seated
passengers. Each bus shall be accessible to wheelchair users, air conditioned, and
be equipped with wireless internet, upholstered high-back seats, reading lights,
and luggage racks. Each bus shall comply with all applicable federal, state, and
local regulations. All licensing and other fees shall be paid by the Contractor.
Each bus shall possess the name and logo of the RTA service in a permanent
manner, such as with a painted on decal or a wrap. The Contractor should
maintain a fleet devoted solely to the service that is large enough to ensure that
temporary buses using its logo, and not solely the name and logo of the RTA
service, are not used in the course of providing the service, including during
periods of extra temporary service or during periods where buses are being
rehabilitated or maintained, unless the bus is being used to fulfill the standard
operating schedule in mitigating circumstances (i.e. the branded coach is out for
emergency maintenance).
E. Vehicle Maintenance
The contractor shall be responsible for maintaining buses in a safe and reliable
operating condition. The contractor shall provide a maintenance facility,
maintenance personnel, and carry out a preventive maintenance program. The
RTA shall have access to vehicle maintenance records.
F. Vehicle Inspection
The contractor must maintain a system of regular mechanical and safety
inspections of all buses. A daily inspection of the buses must be performed prior
to operating in service for the day, including ramp/lift cycling. A record of all
inspections shall be kept by the contractor and be submitted to RTA monthly.
G. Vehicle Cleaning and Appearance
1. The contractor will be responsible for maintaining the appearance and
cleanliness of all buses used in service under the contract. No bus shall be
operated with accident damage readily apparent and visible to the traveling
public. For cleanliness, reasonable exceptions will be made for usage during

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rain or other inclement weather. RTA reserves the right to request to have any
bus removed from service until it is in a safe and clean condition.
a. Vehicle Exteriors: Washing as required to maintain a clean exterior
appearance (no visible evidence of marked dirt buildup from a
distance of 25 feet). All graffiti must be removed within 24 hours.
b. Vehicle Interiors: At a minimum, interiors shall be swept, trash
emptied, and cleaned once daily; shall be fully mopped, windows
cleaned and drivers area cleaned once weekly; and shall be fully
cleaned throughout once monthly, including drivers area,
dashboard, windows, ceiling, walls, seats, and all other interior
areas. The interior passenger compartment of each vehicle shall be
free of insects or vermin as well as noxious odors. The Contractor
is prohibited from using any pest control product or application
procedures that would be hazardous to the health and well being of
the passengers and driver.
H. Vehicle Identification
RTA will work with the contractor to determine how to identify the buses (via
signage and branding) providing this service and to produce, apply and eventually
remove any logo or other materials for the buses. The service has been
established as:
RTA Airport Express
I. Response to Vehicle or Equipment Failure
1. The contractor shall develop and utilize a program for the rapid response to
vehicle maintenance issues. Contractor shall be expected to repair or replace
any bus that is in service and that experiences a mechanical problem within
thirty minutes of report of the problem. Contractors road call response plan
should include a provision for the safe and prompt towing of any vehicle that
cannot be repaired expeditiously in the field.
2. In the event of a vehicle breakdown, equipment failure or other service
interruption, it shall be the responsibility of the contractor to arrange for
alternative transportation at the contractors sole expense. Any customers on a
disabled bus shall be transported to their destination within one (1) hour from
breakdown. Trips not completed within this time will be treated as missed
trips, and be subject to liquidated damages (see Section IV Part B).
J. Driver Expectations and Licensing
1. There shall be no smoking on board the vehicles by drivers or passengers.
This policy for passengers is to be enforced by drivers.
2. Drivers shall treat all passengers in a professional and courteous manner.
Drivers shall exercise patience and self-control when confronted with a
disruptive or unruly passenger. In such situations the drivers responsibilities
are to:

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a. Avoid doing or saying anything that could potentially escalate the
situation further. Do not provoke an argument or argue with
passengers.
b. Attempt to calm the situation.
c. Contact their dispatch if efforts to calm the situation fail.
3. Drivers must be sufficiently proficient in English to be able to communicate
with passengers and to prepare required reports and logs.
4. Contractors employees may not have weapons in their possession or in the
vehicle.
5. The drivers for this service shall hold a current CDL license issued by the
State of Michigan with the proper endorsement for the type of vehicle. Drivers
must be fully trained on the vehicles, including accessibility equipment.
Evidence of training shall be kept in the employee record and available to
RTA upon request.
6. RTA does not require that drivers be pre-screened by RTA before hire;
however, RTA reserves the right to screen driver qualifications and review the
contractors training procedures and performance. RTA retains the right, in
consultation with the contractor, to prescribe driver-training procedures for
participation in this service. Such training will be conducted in such a manner
as to not disrupt the contractors normal operations.
7. The contractor shall ensure that all drivers receive a minimum of eight hours
of customer service and disability awareness training prior to performing
duties under this contract. RTA reserves the right to review contractors
training plan for content.
8. The drivers shall have an accurate timepiece during service.
K. Driver Suitability Requirements
1. The contractor is required to obtain background checks for all their employees
that will be interacting with RTA customers. Contractors will also perform a
check of a drivers criminal conviction records from a commercially available
record search service for drivers operating vehicles under the contract prior to
hire. The contractor will be responsible for the cost of both checks. Failure to
disclose any criminal conviction to RTA will disqualify the driver and may
result in termination of contract. The contractor must report to RTA any
drivers operating under the contract who are arrested for public offenses
during the course of their employment, including being cited for traffic
violations. A driver will be disqualified from operating a vehicle under the
contract for criminal misconduct if they have been convicted of any offense
listed below. This list is a representation, and is not all-inclusive.
a. Operating a motor vehicle while under the influence of alcohol, a
narcotic drug, or derivatives of narcotic drugs.
b. A crime involving the transportation, possession, sale or
possession for sale, or unlawful use of a narcotic drug, or
derivatives of narcotic drugs.
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c. A felony or misdemeanor involving moral turpitude.
d. A felony or misdemeanor involving violence.
e. Leaving the scene of a traffic accident, which resulted in personal
injury or death.
f. A felony involving the use of a motor vehicle.
2. A driver is disqualified from operating a vehicle under the contract for
conduct listed below. This list is a representation, and is not all inclusive.
a. Any person determined to be a mentally disordered sex offender
under Michigan law or under similar provision of law of any state.
b. Any person required to register as a sex offender under Michigan
law or under similar provisions of law of any other state.
3. Drivers must have the following minimum criteria to participate in the
contract.
a. Drivers with a suspended or revoked license may not provide
service under the contract.
b. Drivers must not have more than eight (8) points on their driving
record.
4. Right to Request Removal - RTA reserves the right to require the removal
of any Contractor employee whose performance, in RTAs determination,
is unsatisfactory or unacceptable. In the event that such request is made,
contractor shall be notified of the cause for the request.
L. Driver Uniforms and Appearance
1. RTA desires that drivers present a professional and uniform image. The
contractor shall provide uniforms for all drivers to consist of, at a
minimum: matching uniform shirt; solid-color uniform pants; and a
professional-quality name badge with company name and drivers first
name prominently displayed. A logo identifying the company providing,
service shall be worn on the outermost garment for recognition. Drivers
should wear appropriate footwear (closed heel and toe, low heel, slip
resistant sole) and should not be permitted to wear any jewelry or other
accessories that could interfere with the safe performance of their duties.
RTA may require that a patch be worn on the drivers uniforms. Drivers
must demonstrate good hygiene practices at all times. All drivers must
wear clean and pressed clothes. Any driver not meeting these appearance
standards shall be pulled from providing service until they are compliant.
M. Drug and Alcohol Testing Program
1. The contractor must establish, implement and maintain a drug and alcohol
testing program that complies with 49 CFR Part 655, produce any
documentation necessary to establish its compliance with Part 655, and
permit any authorized representative of the United States Department of
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Transportation or its operating administrations, the State Oversight
Agency of Michigan, or RTA, to inspect the facilities and records
associated with the implementation of the drug and alcohol testing
program as required under 49 CFR Part 655 and review the testing
process. The Contractor agrees further to certify annually its compliance
with Part 655 before January 1st of each year and to submit the
Management Information System (MIS) reports before February 15th each
year to the RTA Chief Operating Officer. To certify compliance the
Contractor shall use the Substance Abuse Certifications in the Annual
List of Certifications and Assurances for Federal Transit Administration
Grants and Cooperative Agreements, which is published annually in the
Federal Register.
2. RTA shall provide technical assistance to the contractor in the
establishment, implementation, and administration of the drug and
alcohol-testing program. The contractor shall cooperate with RTA in
developing a program that meets all legal and RTA requirements. All cost
of testing and compliance of the program shall be the responsibility of the
contractor.
3. A safety sensitive function means any of the following duties, when
performed by the contractor or its employees, personnel, and contract or
independent personnel, (herein referred to as employees).
a. Operating a revenue service vehicle, including when not in revenue
service.
b. Operating a non-revenue service vehicle, when required, by a
holder of a Chauffeurs or CDL license.
c. Controlling dispatch or movement of a revenue service vehicle.
d. Maintaining (including repairs, overhaul and rebuilding) a revenue
service vehicle or equipment used in revenue service.
4. The following requirements are in addition to the minimum legal
requirements that must be included in and practiced in the contractors
program.
a. All new employees, not just safety sensitive, must be given a preemployment drug and alcohol test. A positive test must result in
disqualification for employment.
b. Non-safety sensitive employees must receive Drug Free
Awareness Training.
c. All employees must be banned from using alcohol during and four
hours prior to duty.
d. Controlled substances, other than prescription drugs, must be
banned. All employees must be subject to reasonable search.
e. Non safety sensitive employees may be tested for reasonable
suspicion.

Page 15 of 26


f. Pre-employment drug and alcohol testing shall be required after
ninety (90) consecutive days of absence or when substances or
paraphernalia are found in the workplace.
g. A DOT five (5) panel drug test must be used for pre-employment.
A separate non-DOT ten (10) panel test is also recommended,
though not required.
h. The employee must be terminated, or otherwise permanently
removed from providing service, as a result of any positive drug
test.
i. An employee must be terminated, or otherwise permanently
removed from providing service, for conviction of any criminal
drug statute violation.
j. An employee must be terminated, or otherwise permanently
removed from providing service, for refusal to cooperate in a
search.
k. Employees must have access to a voluntary drug and alcohol
rehabilitation program.
l. Owners, managers, and employees of the successful proposer must
follow the rules, regulations, and policies of the Airport Authority
and any directions provided by Airport Authority staff, contractors,
or police officers in accordance with the Regular Intercity Bus
Operator Permit from the Wayne County Airport Authority
(Exhibit A).
N. Staffing
1. Project Management
a. The contractor will designate a Project Manager who will be
responsible for the satisfactory operation of the aspects of the
service including, personnel providing the service, and manage the
programs accounts and operating records. The Project Manager
will not be substituted without the approval of RTA. This
individual will serve as the point of contact for communication
with RTA; meet with RTA staff for contract coordination, and
attend community meetings as designated by RTA.
b. The contractor must cooperate with RTA and any other agency
when audits are conducted on any aspect of the service such as the
Drug and Alcohol program.
c. The contractor must maintain a telephone line, other than the main
customer call in line, so that RTA can use to communicate to the
Contractors dispatcher on duty.
d. At least 30 days prior to commencing service, the RTA and the
contractor will:
1. Meet with Airport Authority at DTW to agree on schedules
and times to and from DTW to achieve the most efficient
operations.

Page 16 of 26


2. Meet with the Airport Authority at DTW to review
facilities and walk through proposed operations.
e. Any change to schedules and times at DTW must be provided to
the Airport Authority at least 7 days prior to implementation
2. Dispatchers
The contractor shall have a dispatcher on duty with the ability to
communicate with all vehicles supplying service at all times that service is
in operation.
3. Management
At all times that service is operating, the contractor shall have staff on
duty capable of overseeing the operation of service, dealing with
operational problems, incidents with passengers, receiving and responding
to complaints, notifying RTA as required.
O. Monitoring
Monitoring is one process RTA will use to oversee and check the contractors
performance to be sure that it meets the performance standards. RTA reserves the
right to use any or all of the below monitoring techniques.
1. Financial Audits
2. Customer Surveys
3. U.S. DOT National Transit Database (NTD) Reports
4. Monthly Management Performance Reports
5. Random Phone Calls
6. Unannounced Visits
7. Undercover Rides
8. Vehicle/Maintenance Records
9. Monitor Radio Communications
10. Real Time Bus Location through GPS or other means
P. Distribution of Materials
1. Upon request from RTA, drivers will be required to hand out RTA
supplied informational materials or surveys to passengers. Any materials
distributed by the contractor must be approved in advance in writing by
RTA, and, if the materials are to be distributed at DTW, must be approved
in advance in writing by the Airport Authority, by completing and
receiving approval through the Airport Authoritys standard distribution of
literature permitting process.
2. The contractor and drivers are prohibited from engaging in oral or written
solicitation for any cause or purpose while providing service. Distributing
literature, other than provided or approved by RTA, is prohibited while
providing service.
Q. Driver Assistance for Wheelchair Users

Page 17 of 26


Drivers shall be proficient in the use of accessibility features including the
operation of lifts or ramps, and securement devices. Drivers are required to
provide assistance for wheelchair users in boarding and deboarding as well as
securing and releasing the wheelchair. The driver shall provide assistance in the
use of seatbelts and shoulder belts upon request.
R. Accidents and Incidents
1. Accidents
The contractor is required to report all accidents to RTA. A vehicle
accident is defined as any occurrence where a vehicle comes into contact
with another vehicle, object or person, causing property damage or
personal injury. A passenger accident is defined as any occurrence
wherein passengers onboard, boarding, or alighting from a vehicle, fall or
suffer injury or potential injury as a result of the provision of service. An
industrial accident is defined as any unexpected event occurring that
results in damage to the vehicles, equipment, materials, or injury to a
person requiring clinical treatment.
2. Service Interruption
The contractor is required to report service interruptions to RTA within 1
hour. A service interruption is defined as any unexpected event or
condition that causes a disruption of normal service or the normal
operation of daily activities of vehicles or routes and does not involve a
vehicle collision, harm or injury to a passenger.
3. Incidents
An incident is defined as any unusual occurrence including, but not
limited to disputes or disagreements between driver and passenger,
passenger altercation, or disruptive behavior. Drivers shall document
incidents in writing within 24 hours. RTA shall be provided with copies
upon request.
4. Failure to Report
Reports of incidents and accidents must be submitted to RTA as soon as
possible after they occur. If the contractor does not comply, RTA may
impose sanctions as it determines to be appropriate, including but not
limited to cancellation, termination or suspension of this agreement.
5. Complaints
a. A complaint shall be recorded when a customer,a representative of
a customer, or a representative of the Airport Authority contacts
the RTA or contractor to complain about a specific incident, and
provides sufficient detail as to the date, time, and location of the
complaint.
b. Complaints received by RTA shall be promptly transmitted in
writing, to the contractors Project Manager. The contractor shall
Page 18 of 26


investigate and provide the results of the investigation, corrective
action taken, and a summary of follow-up communication with the
complainant, in writing to RTA. The contractor shall also provide a
response to the customer or representative. A written response
shall be provided if requested by the customer or representative.
The contractor shall provide 90% of the responses to complaints,
to both RTA and the customer, in five (5) working days and the
balance within ten working days. If a complaint cannot be
answered in the five day window, the contractor must notify both
RTA and the customer or representative that an additional five
working days is needed to properly respond.
c. Complaints received by the contractor shall be investigated and the
complaint and the contractors response shall be provided in
writing to RTA. The contractor shall also provide a response to the
customer. A written response shall be provided if requested by the
customer. The contractor shall provide 90% of the responses to
complaints, to both RTA and the customer, in five (5) working
days and the balance within ten working days. If a complaint
cannot be answered in the five day window, the contractor must
notify both RTA and the customer that an additional five working
days is needed to properly respond.
d. If a complaint involves a specific employee of the contractor, the
name and other identifying information of the complainant shall
remain confidential.
S. Emergency Response Plan
The contractor shall design and implement an Emergency Operation Plan,
acceptable to RTA, designed to continue (as much as possible) uninterrupted
service or the coordination of services to RTA customers. The outline of the
emergency plan must be submitted to RTA within three (3) months of contract
award, and the final plan shall be submitted to RTA no later than six (6) months
after contract award. The plan shall include at a minimum:
1. Power Failures
2. Adverse weather conditions
3. Labor Shortages
4. Labor Strikes
5. Other potential service interruptions/disruptions
T. Safety Program
Contractors safety program shall be fully compliant with all applicable federal,
state and local regulations, including but not limited to the Occupational Safety
and Health Administration (OSHA).
Section IV Part A: Performance Standards

Page 19 of 26


Services provided by the contractor shall be operated to maximize productivity
and service quality for the customer. The following performance criteria shall be
eligible for liquidated damages on a monthly basis, unless otherwise specified.
Standards shall be evaluated at the beginning of each contract year and may be
adjusted to conform to overall annual goals of RTA and/or actual results of prior
years activities.
Due to the nature of the service to be rendered, the contractor and RTA agree that
it is extremely difficult to fix actual damages which may result from failure on the
part of the contractor to perform any of its obligations herein and resulting in loss
to RTA. Therefore, both parties agree that the service providers liability should
be limited to and fixed at the sums stated herein as liquidated damages. The
decision by RTA is final with respect to any assessment of liquidated damages.
RTA may rely on information supplied by the contractor, by the public, by staff,
or by any other means available in determining assessment of liquidated damages.
Liquidated damages will be deducted from the monthly invoice totals for the
month in which the damage was incurred. Liquidated damages will not be
assessed for the below-described occurrences if they are judged to be the result of
events that are outside the control of the contractor, as determined by RTA.
RTA reserves the right, at its sole discretion, to allow extenuating circumstances
to excuse the imposition of liquidated damages. The assessment of liquidated
damages as provided under this contract shall in no way whatsoever relieve the
contractor of its obligations to provide the services required by the terms of this
contract.
Assessment of liquidated damages for any violation(s) on one or more occasion
does not constitute a waiver of RTAs right to terminate the contractor for default
pursuant to the Termination of Agreement for Default clause of this contract or
for any violations on any other occasions. Remedies described in this paragraph
and in the Termination of Agreement for Default clause shall be, at RTAs sole
discretion, cumulative and not alternative.
A. Vehicle Maintenance Standards
Proper maintenance directly affects operating costs and is closely related to RTA's
operating performance standards. The RTA's maintenance requirements do not
refer solely to the task of performing normal preventive maintenance tasks on a
specified schedule, but rather that the task is done well and that the operation of
the bus and all equipment on board the bus is in fact operable and reliable when
in-service. The service provider is responsible for performing the following
maintenance:
a. Completing preventive maintenance inspections within the scheduled
interval.
b. Completing pre-trip inspections.
c. Maintaining the heating systems.
Page 20 of 26


d. The heating systems must be fully operable.
e. Maintaining the air conditioning systems. The air conditioning system
must be fully operable.
f. Repairing major vehicle body damage (interior or exterior) before
operation of this service.
g. Repairing minor vehicle body damage (interior or exterior) such as
scratches or damaged decals within sixty (60) days of occurrence;
h. Replacing or repairing seat damage within forty-eight (48) hours of
occurrence; and,
i. Repairing ADA required equipment.This equipment includes:
Public address (PA) system
Destination sign
Stop Request signs
Passenger signal tape or button
Wheelchair lift equipment
Wheelchair tie-down and securement equipment;
Required ADA signage and decals
j. Ensuring that all buses placed in revenue service meet safety standards.
This includes the following systems:
Brakes
Steering components
Air conditioning
Heating
Emergency exits/doors/windows
Two-way radios
Other conditions required by Federal or State regulations
B. Operating Standards
The contractor shall make every effort to cover scheduled service. The service
provider is responsible for complying with the following requirements:
1. Maintaining on-time performance within zero (0) minutes early and five (5)
minutes late of scheduled times.
2. Completing scheduled trips in their entirety.
3. Operating routes in accordance with the established routes (operating
according to the correct route, serving all designated stops).
4. Reporting service interruptions within one hour of occurrence.
C. Vehicle Cleanliness
The contractor shall maintain vehicles in a clean and neat condition at all times in
accordance with Section IV, Part G.
D. ADA Compliance
Service provider shall meet the ADA requirements.
responsible for the following:
1. The use of mobility devices to board passengers;
Page 21 of 26

The service provider is


2. Properly boarding passengers who are required to stand on the wheelchair lift
platform to be lifted into the bus;
3. Properly securing wheelchair passengers in the wheelchair tie-down positions;
4. Making the required announcements of stops on the bus PA system;
E. Safety Requirements
The service provider is responsible for complying with all of the following:
1. Reporting all passenger, industrial or vehicle accidents to RTA promptly
within one (1) hour of occurrence and following up with required detailed
written accident report within three (3) to five (5) days.
F. Reporting
Submit required monthly reports and documentation within ten (10) working days
of the end of the month. RTA will provide format to contractor prior to beginning
of service.
G. Customer Service
1. Provide initial response to customer within three (3) working days from date
of complaint receipt.
2. Complete investigation and follow-up response on customer complaints
within seven (7) working days of complaint receipt.
H. Financial Records
Service provider shall establish and maintain a separate account of all project
expenditures and any other relevant financial records or documents. The service
provider must conform to the FTAs Uniform System of Accounts. RTA reserves
the right to Contract at any time with an independent firm to perform a financial
and data collection audit of the service providers operation of RTA.
Section IV Part B: Liquidated Damages for Non-Compliance with Performance
Standards
RTA expects the service provider to meet or exceed the Performance Standards
specified. Consistent quality service is imperative. An incentive/bonus program
that provides monetary compensation will be included in the contract for
exceptional performance. Penalties will be assessed for failure to meet
performance standards. The following liquidated damages may apply if these
standards are not met:
A. Liquidated Damages for Operating Standards
1. A liquidated damage may be assessed at the rate of $200.00 per occurrence for
trips that depart any designated pick-up point along the route 1-minute or
earlier from the time listed in the passenger schedule.
2. A liquidated damage may be assessed at the rate of $200.00 per occurrence for
each late trip that departs 15 minutes after the time, but less than 30 minutes
after the time listed in the passenger schedules.
Page 22 of 26


3. Trips that are missed or depart more than 30 minutes after the time listed in
the passenger schedules may be subject to a time deduction equal to the
equivalent of two times actual lost revenue time and will escalate after
repeated offenses. The appropriate revenue time will be deducted from the
total revenue hours recorded on the monthly invoice.
4. RTA may waive liquidated damages for missed trips or late trips when
circumstances exist that are beyond the Service providers control, such as
passenger illness, significant traffic delays due to weather conditions or
accidents, road closures and repairs causing delays or re-routings, parades or
special events.
B. Liquidated Damages for Vehicle Cleanliness
For each instance in which the service provider fails to comply with vehicle
cleanliness specifications, liquidated damages may be assessed at the rate of fifty
dollars ($50.00) per incident and will escalate after repeated offenses.
C. Liquidated Damages for ADA Compliance
For each instance in which the service provider fails to comply with the ADA
requirements, liquidated damages may be assessed at the rate of two hundred
dollars ($200.00) per incident and will escalate after repeated offenses.
D. Liquidated Damages for Safety Requirements
Liquidated damages may be assessed at the rate of two hundred dollars ($200.00)
per occurrence for failure to report an accident involving an RTA owned vehicle
or bus and will escalate after repeated offenses. All accidents, whether
preventable or non-preventable must be reported to the appropriate RTA staff
member immediately followed by a detailed written accident report within three
(3) to five (5) days.
E. Liquidated Damages for Reporting Requirements
Liquidated damages in the amount of fifty dollars ($50.00) per day of delay in
submitting completed required reports and documentation from the required
deadline and will escalate after repeated offenses. RTA may not assess this
damage if they are judged to be the result of events which are outside the control
of the service provider.
F. Liquidated Damages for Customer Service
1. Liquidated damages may be assessed at the rate of fifty dollars ($50.00) per
occurrence and will escalate after repeated offenses for any complaint
recorded with Customer Service in which:
a. the customer's comments have not resulted in an initial response to
complaint within three (3) working days from complaint receipt
b. a completed investigation and follow-up response (telephone or written)
has not been provided to the customer within seven (7) working days of
the date from complaint receipt.

Page 23 of 26


2. RTA reserves the right, at its sole discretion, to allow extenuating
circumstances to excuse the imposition of liquidated damages. The
assessment of liquidated damages shall in no way whatsoever relieve the
contractor of its obligations to provide the services required.
G. Administrative Penalties from the Airport Authority
While not imposed by the RTA, please build into your management and pricing
model that the Airport Authority may assess you a $100 administrative penalty for
each violation of its Permit.

Page 24 of 26

Option #1:
Optional Proposal for
Express Bus Service from the City of Ann
Arbor to the City of Detroit
The RTA has included this provision to seek proposals from qualified contractors to
provide express bus service from the City of Ann Arbor to Downtown Detroit. Qualified
contractors can choose to submit a proposal for both the airport express bus service and
the express bus service listed below.
The RTA will use the same proposal guidelines, schedule, and selection criteria outlined
in the Airport Express Bus Service from the Detroit Metropolitan Airport to Wayne,
Oakland, and Macomb Countiesto evaluate a proposal for both services.
Section I: Scope of Services City of Ann Arbor to Downtown Detroit Express Bus
The successful proposer will form a public-private partnership with RTA, sharing
the financial risks as well as benefits to provide express bus service between
Washtenaw County, Wayne County and the City of Detroit. The service will
operate at standard peak periods on weekdays and weekends at a 30-minute
headway and at standard off-peak periods on weekdays and weekends at a 60minute headway. Services will begin early enough in the morning to enable
commute passengers to reach their work destination beginning at 7:30 AM in both
directions. The last bus will be scheduled late enough in the evening to
accommodate late evening workers and passengers attending cultural or
entertainment events. Contractors should also include a provision for late-night
service at longer headways to accommodate night-shift employees.
Service will consist of at least 1 stop in the City of Detroit, 1 stop in Wayne
County, and 1 stop in Washtenaw County. The number of stops is limited to
increase the comfort and convenience of passengers and to enable buses to
traverse the distance between the Counties safely within their published
schedules.
The RTA does not currently have funding identified for this service and therefore
a key piece of this proposal will be an overview of funding options to support the
service.
Items for contractors to recommend:
Stop destinations in the Counties based on proximity to existing transit
centers or key transit hubs, large employers, existing multimodal corridors
(i.e. pedestrian and bicycle facilities) and existing parking facilities (the
service could have a mix of both depending on location).
Page 25 of 26

Service options that look at different route structures, including a single

route serving all destinations and multiple routes serving the destinations
separately.
Concepts for integration with existing public transit service providers.
Multiple funding options, including, but not limited to, public sources,
private sources, business/institutional partnerships, and service design that
captures the maximum amount of projected farebox revenue.
Potential integration with Airport Service
Vehicles should have front loading bicycle racks
Fares should be competitive with similar commute based services across
the nation

Page 26 of 26

DETROIT METROPOLITAN WAYNE COUNTY AIRPORT

REGULAR INTERCITY BUS OPERATOR
GROUND TRANSPORTATION PERMIT TERMS AND CONDITIONS

THIS PERMIT FOR GROUND TRANSPORTATION (this Permit) is made and entered
into this ___ day of ___________,20__(the Effective Date), by and between the Wayne
County Airport Authority, a public body corporate, with principal offices located at Detroit
Metropolitan Wayne County Airport, L.C. Smith Building Mezzanine, Detroit, Michigan 48242
(the Airport Authority), and [OPERATOR], a [STATE OF DOMICILE/TYPE OF ENTITY], with
offices located at (the Permittee).
WHEREAS, pursuant tothe Michigan Public Airport Authority Act, Public Act 90 of 2002
(PA 90), which created the Airport Authority, the Airport Authority has exclusive operational
jurisdiction of the Detroit Metropolitan Wayne County Airport, located in Romulus, Michigan (the
Airport), and the authority to lease premises and facilities at the Airport and grant rights and
privileges with respect thereto;
WHEREAS, PA 90 gives the Airport Authority certain enumerated duties and powers
including:
1. [T]he power and duty of planning, promoting, extending,
maintaining, acquiring, purchasing, constructing, improving,
repairing, enlarging, and operating all airports and airport
facilities under the operational jurisdiction of or owned by the
authority. MCL 259.116(1)(c);
2. The development of all aspects of the airport facilities,
including, (i) [t]he location of terminals, hangars, aids to air
aviation, parking lots and structures, cargo facilities, and all
other facilities and services necessary to serve passengers
and other customers at the airport; (ii) [s]treet and highway
access and egress with the objective of minimizing, to the
extent practicable, traffic congestion on access routes in the
vicinity of the airport. MCL 259.116(1)(i);
WHEREAS, in order to meet these, and other, obligations, PA 90 gives the Airport
Authority the authority to adopt and enforce rules, regulations, and ordinances as follows:
1. An authority may adopt and enforce in a court of competent
jurisdiction of this state reasonable rules, regulations, and
ordinances for the orderly, safe, efficient, and sanitary
operation and use of airport facilitiesunder its operational
jurisdiction. The authority may establish civil and criminal
penalties for the violation of rules, regulations and ordinances
authorized under this subdivision to the same extent as the
local government that owns the airport. MCL 259.116(1)(m).
2. [A]n authority may appoint and vest with police powers airport
law enforcement officers, guards, or police officers under this

chapter. The law enforcement officers, guards, or police

officers of the authority shall have the full police powers and
the authority of peace officers within the areas over which the
authority has operational jurisdiction, including, but not limited
to, the prevention and detection of crime, the power to
investigate and enforce the laws of this state, rules,
regulations, and ordinances issued by the authority, and, to
the extent permitted or required by federal law and regulations,
requirements of federal law and regulations governing airport
security. The officers may issue summons, make arrests, and
initiate criminal proceedings. MCL 259.116(1)(p);
WHEREAS, the Airport Authority has received federal funds under the Airport
Improvement Program (AIP) of the Federal Aviation Administration (FAA), and as a result of
accepting these federal grant funds, the Airport Authority is obligated to comply with certain
federal grant assurances, including Grant Assurance Number 36, Access by Intercity Buses,
which reads as follows:
The airport owner or operator will permit, to the maximum extent
practicable, intercity buses or other modes of transportation to
have access to the airport; however, it has no obligation to fund
special facilities for intercity buses or for other modes of
transportation;
WHEREAS, the access that the Airport Authority must grant to intercity buses is not
absolute access, but instead conditional access, and the FAA, on March 12, 2008, provided a
letter opinion to the Airport Authority and the American Bus Association, Inc. which, among
other things, acknowledged that the Airport Authority may charge a vehicle access fee to
intercity accessing the Airport;
WHEREAS, in enacting 49 U.S.C. 47107(a)(20), which requires the FAA to impose
Grant Assurance Number 36, the United States Congress stated its intent that:
This section is not intended to preempt or disturb any state or
local laws, or airport ordinances regulating intercity or other
modes of transportation This section is not intended to limit an
airports authority to charge fees to bus companies or other modes
of transportation, require contractual arrangements, or impose
obligations for access to the airport (H.R. Conf. Rep. 104-848, at
87 (1996). Emphasis added.);
WHEREAS, this Permit constitutes a contractual arrangement and impose[s]
obligations for access to the [A]irport, and is precisely the type of document that the United
States Congress expressly stated its intent not to preempt or disturb;
WHEREAS, the Airport Authority welcomes responsible and safe transportation
providers, regardless of mode, as a matter of customer service, and, moreover, the Airport
Authority remains steadfast in its support of public transportation, providing public entities that
operate transportation serviceaccess to the Airport free of the industry-standard fees borne by
other airport transportation partners, such as taxis, luxury sedans, shuttle buses, and charter
buses;

WHEREAS, the Permittee (a) is a provider whether directly, or through or as a

contractor of regular bus service between the Airport and an offsite location on a regular
basis, which undertakes, or the Airport Authority believes is likely toundertake, 30or more trips
to or from the Airport in a given year, and therefore puts a greater strain on the ground
transportation operations and infrastructure at the Airport than irregular service, (b) desires to
provideits bus serviceat the Airport (Bus Services), and (c) requests that the Airport Authority
grant this Permit to allow the Permittee access to the Airport in order to provide its bus service
at the Airport; and
WHEREAS, the Airport Authority seeks to grant this Permit to the Permittee for such
purpose subject to the terms and conditions contained below.
NOW, THEREFORE, for and in consideration of the premises and mutual undertakings
of the parties hereto, it is agreed as follows:
1.

Airport Authority Policies Govern

This Agreement is subject in all respects lo the terms and conditions of (a) the Airport
Authoritys Airport Ordinance, (b) the Airport Authoritys various ground transportation rules and
regulations, and (c) all other applicable ordinances and rules and regulations of the Airport
Authority, each as in effect on the date of this Permit, and as each may be amended or modified
from time to time(together, the Policies).
2.

Grant of Permit

The Airport Authority hereby grants to the Permittee, and the Permittee hereby accepts,
the non-exclusive opportunity to operatethe Bus Service at the Airport to andfrom an off-Airport
location for the convenience of the traveling public. This Permit is nonexclusive and shall not be
construed to restrict the Airport Authority from contracting for or permitting other uses of the
Airport facilities by providers of Bus Services or others doing business at the Airport.Further, this
Permit does not authorize the Permittee to provide any other goods or conduct any other
services for Airport customers that would require access to the Airport.
3.

Regardingthe Bus Services

A. The Bus Services will be provided by vehicles with a passenger capacity of 16 or
greater.
B. Bus drivers and other employees or agents of the Permittee shall at all times comply
with any lawful direction or order from a policeofficer or Authority representative when
that officer or representative is guiding, directing,controlling or regulating traffic on the
Airport roads, ramps, service drives, parking areas,public and private driveways, or other
areas of the Airport.
C. Bus drivers and other employees or agents of the Permittee shall not fail or refuse to
comply with any traffic light, sign, mechanical orelectrical signal, or pavement marking
unless directed otherwise by a police officer orAuthority representative.
D. The Permittee may regularly drop off and pick up passengers in the Ground
Transportation Centers (individually a GTC, and collectively the GTCs) at the Airports

McNamara and North Terminals in the location or locations so designated by the Airport
Authority from time-to-time. As of the Effective Date, the designated pick up and drop off
locations for the Permittee is set forth in Exhibit A. However, and notwithstanding the
above, when the Airport Authority and its ground transportation professionals determine
that the Permittee shall drop off at any other location because of congestion concerns,
safety issues, or any other reason, the Airport Authority and its representatives shall
have the right, without prior notice, to direct the Permittee to drop off or pick up
passengers, or both, at any location or locations at the Airport which it deems
appropriate; however, the Airport Authority shall endeavor to provide the Permittee with
a 30-day written notice of such a relocation or, if such notice cannot be given at least 30
days prior, as soon as is reasonably possible.
E. The Permittee, and any entity that has shared management or ownership with the
Permittee, may not, at any time, have more than one bus in either the McNamara
Terminal or North Terminal GTC at any given time, without the express written consent
of the Airport Authority, and must hold any bus beyond its first at the staging area or
areas designated by the Airport Authority until its first bus has exited the appropriate
GTC.
F. The Permittee may only actively load and unload passengers in the GTC, and may not
allow its buses to dwell in the GTC while not actively loading and unloading passengers.
G. If the Bus Services are scheduled, a bus may not enter the GTC more than 3 minutes
prior of its scheduled pick up or drop off time.
H. The Permittee shall work cooperatively with the Airport Authority with respect to
schedules in order to proactively manage and prevent potential congestion. If the Airport
Authority determines, in its sole and absolute discretion, that a congested condition
exists in aGTC, the Airport Authority may designate pick up and drop off times forthe
Permittee and any and all other holders of a Regular Intercity Bus Operator Permit such
as this Permit. When doing so, the Airport Authority shall give the Permittee written
notice of any such change and allow the Permittee 7 calendar days to provide an
alternative proposal to the schedule changes. Regardless of whether the Airport
Authority accepts or rejects the Permittees alternative proposal, the Permittee shall
have 14 days from the Airport Authoritys response to its proposal to implement the
schedule changes.
I.

The Permittee acknowledges that the Airport is not a bus depot, but rather a bus stop,
and that its bus schedules and times shall be staggered to ensure the least congestion
at the GTCs, and be structured in a manner that allows no more than one bus to be at a
DTW GTC at any given time.

J. The Permittee shall ensure that a bus stops not more than once at DTW at either DTW
GTC to pick up and drop off its passengers for example, a bus may not drop off at one
GTC, then drop off at the other GTC, and only then pick up passengers, as such an
approach increases the number of times a bus occupying a bus stop in a GTC.
K. The Permittee shall provide the Airport Authority any change to bus schedules and times
Authority at least 7 days prior to implementation, and receive written Airport Authority
approval for the same in order to implement any such change.

L. If the Permittee is beginning new service, or adding service on a non-temporary basis,

then at least 30 days prior to doing so, the Permittee shall:
a. Meet with Airport Authority at the Airport to agree on schedules and times to and
from DTW to achieve the most efficient bus operations. Further, the Permittee
shall stagger schedules and times to ensure the least congestion at the GTCs,
and be structured in a manner that allows no more than one bus to be at a GTC
at any given time.
b. Meet with the Airport Authority at the Airport to review facilities and walk through
proposed operations.
c. Acquire written approval from the Airport Authority for the new or additional bus
service.
4.

Term
A. The term of this Permit shall be for a period of one year, commencing on the Effective
Date. The Airport Authority, through its Chief Executive Officer, may, at its sole option,
extend the Permit for additional one-year periods, by providing written notice from the
Chief Executive Officer to the Permittee, and such extension may be granted by the
Chief Executive Officer after the expiration of this Permit.
B. The Airport Authority may terminate this Permit at any timeand for any reason, by
providing 30 days prior written notice to the Permittee. However, the Airport Authority
may terminate this Permit without prior notice to the Permittee if the Permittee fails to
comply with the terms of this Permitat any time. Any such termination shall be without
forfeiture, waiver or release of the Airport Authority's rights to any sum due or to become
due under the provisions of this Permit.
C. The Permittee may terminate this Permit at any time, and for any reason, by providing
prior written notice to the Airport Authority but, in doing so, acknowledges that it may not
provide Bus Services to the Airport until it has signed and is party to a new permit such
as this Permit.

5.

Fees
A. The Permittee shall pay the Airport Authoritys standard departure feeof $30 for each
departure from the Airport. If the Airport Authority changes this vehicle access fee, the
Permittee shall pay the then-current vehicle access fee for each departure from the
Airport.
B. The Permittee shall pre-purchase vehicle access fee coupons in accordance with the
policies then in effect at the Airport.
C. The Permittee shall be exempt from payingthe access fee set forth above if it is a Public
Transit provider. The determination of whether the Permittee is a Public Transit provider
shall be made in the sole and absolute discretion of the Airport Authority, but the Airport
Authority will consider the following non-exhaustive list of factors in determining whether
the Permittee is providing Public Transit services:

a. Whether a majority (or in the absence of a majority, a plurality) of the financial

benefit of increased ridership or farebox revenue, or the financial detriment of
decreased ridership or farebox revenue, accrues to a municipal corporation
or an entity that is tax-exempt under section 501(c)(3) of the United States
Internal Revenue Code (the Code);
b. Whether the Permittee is a municipal corporation or an entity that is taxexempt under section 501(c)(3) of the Code;
c. Whether the buses used to provide the Bus Services are titled in the name of
a municipal corporation or an entity that is tax-exempt under Section
501(c)(3) of the Code;
d. Whether the buses are operated by employees of a municipal corporation or
an entity that is tax-exempt under Section 501(c)(3) of the Code; and
e. Whether the buses contain advertisements, trade dress, or other markings of
an entity that is not a municipal corporation or an entity that is tax-exempt
under Section 501(c)(3) of the Code, except for those of the vehicle
manufacturer.
Notwithstanding the above, if the Permittee is a Public Transit provider, each bus used
for service under this Permit shall display the name and logo of the Permittee in a
permanent manner, such as with a painted on decal or a wrap, and if the Permittee or an
operator acting on its behalf uses a bus that is branded or co-branded with a private, forprofit entity, that bus will be subject to the Airport Authoritys then-standard departure
fee.
D. The Airport Authority may, but is not required to, charge the Permittee with a $100
administrative penalty for each violation of this Permit.
E. All sums payable by the Permittee to the Airport Authority under this Permit must be
made payable to the Wayne County Airport Authority and submitted at:
Wayne County Airport Authority
Detroit Metropolitan Wayne County Airport
L. C. Smith Building, Mezzanine Level
Detroit, Michigan 48242
Attention: Airport Finance
or at such other place, or via such method such as wire or automated clearinghouse
payment as directed by the Chief Executive Officer or his authorized representative.
All sums must in legal tender of the United States of America. Any check the Permittee
provides to the Airport Authority subject to collection, and the Permittee shall pay any
charges, fees or costs incurred by the Airport Authority for such collection, including
reasonable attorneys fees.
6.

Records; Airport Authoritys Right to Audit

The Permittee shall maintain and make available for inspection by the Airport
Authority, upon reasonable demand such books and records as would be necessary or helpful
to an independent certified, public accountant performing an audit pursuant to Generally
Accepted Accounting Standards of the Permittees compliance with and the fees and penalties
payable under this Permit.
In addition to generally maintaining books and records, and specifically with respect to
the fees or penalties payable under this Permit, the Permittee shall at all times use accounting
equipment, devices and forms as are reasonably necessary to record properly, accurately and
completely the number ofpick-ups conducted at the Airport by the Permittee or its agent(s).
Such books and records may be kept on paper or electronically, but must accurately reflect all
fees owed by and pick-ups conducted by the Permittee and its agent(s) at the Airport.
The Airport Authority shall have the right, upon reasonable notice to the Permittee to
cause an audit to be made of the Permittees books and records relating to the Permittees
activity at the Airport, in order to determine whether the Permittee has complied with this Permit,
the correctness of the fees paid by the Permittee, or both. The Airport Authoritys inspection and
audit rights under this Permit shall survive the expiration, revocation or suspension of this
Permit for a period of five years. The Permittees failure to keep a general ledger or similar
documentation, or other books of accounts, and other records, financial statements and
documentation and make them available for inspection by the Airport Authority is a breach of
this Permit and cause for termination of this Permit.
The Airport Authority shall have an absolute right to audit the aforementioned books and
records, and the Permittee shall, at its expense, make available to the Airport Authority, or its
authorized representative, at any time, Monday through Friday, inclusive, between the hours of
8:00 a.m. and 4:00 p.m. Monday through Friday, at the Airport Authoritys office, or
electronically, all records, books or pertinent information as may be required for audit purposes.
7.

Facilities to Be Provided By the Airport Authority

The Airport Authority shall provide pick-up locations within the GTCs at the Airports
McNamara and North Terminals,or in another location or set of locations, within the sole and
absolute discretion of the Airport Authoritys Chief Executive Officer, or his or her designee,
which locations may be changed from time to time by the Airport Authority. The Airport Authority
shall ensure that these locations are compliant with the Americans with Disabilities Act, 42
U.S.C.
12101, as the same may be amended from time to time.
8.

Assignment, Transfer, Subcontracts, Subcontracting By the Permittee

The Permittee shall not transfer, assign, pledge, subcontract, or otherwise encumber this
Permit or any rights or obligations hereunder, or allow same to be assigned by operation of law
or otherwise (any such action being referred to as an assignment) without the prior written
consent of the Airport Authoritys Chief Executive Officer, which consent may be conditioned
upon such additional terms and conditions as may be imposed in the discretion of the Airport
Authority. Consent by the Airport Authority to one or more assignments of this Permit shall not
operate to exhaust the Airport Authoritys rights under this Section.
9.

Indemnification

If the Permittee is neither a municipal corporation nor an entity composed solely of

municipal corporations, the Permittee shall indemnify, hold harmless, and upon the Airport
Authoritys request, defend the Airport Authority, its Chief Executive Officer, Airport Authority
Board members, officers, employees, agents, and representatives from and against all lawsuits,
claims, liability, damages, losses, costs, expenses, and judgments of any nature whatsoever
including, but not limited to, those for personal injuries, including death, or property damage,
including theft or loss, arising or alleged to arise, either directly or indirectly, (a) out of or in
connection with the Permittees operations under this Permit; or (b) out of or in connection with
the acts or omissions of the Permittee, its officers, employees, agents, representatives,
contractors, guests, or other invitees where such acts or omissions occur at the Airport, or
elsewhere when resulting from the Permittees operations under this Permit.
10.

Insurance

The Permittee, at its own expense and in its own name, and in the names of the Airport
Authority and the County of Wayne, Michigan, as additional insureds, shall maintain and pay the
premiums of the following described policies of insurance in not less than the following limits,
which shall cover its operation hereunder and shall be effective during the entire term of this
Permit, which must be approved by the Airport Authority, and written by a company or
companies that are licensed to conduct business in the State of Michigan:
[Insurance requirements will be set by the Airport Authoritys Risk Management
Department on a case-by-case basis based on the public, non-profit, or for-profit status
of the Permittee, the type and frequency of service, and other factors].
The foregoing notwithstanding, the Permittee agrees as a material provision of this Permit that if
from time to time the Permittee actually maintains limits or insurance coverage amounts greater
than those specified above, then the actual limits and coverage amounts so maintained by the
Permittee shall be substituted for the limits and amounts above and shall be deemed to be, and
shall constitute, for all contractual and other legal purposes, the limits and amounts required by
this Permit.
At the time this Permit is returned to the Airport Authority for execution, and no less than thirty
days in advance of the expiration date of any expiring policies, the Permittee must deliver to the
Airport Authoritys Risk Management Department, either a certified copy of each insurance
policy required hereunder, or a certificate of insurance as evidence of compliance with this
section; provided, however, that the Permittee will, within thirty calendar days following a written
request from the Airport Authority, replace any insurance certificate with a certified copy of each
insurance policy. If at any time, any of the policies become unsatisfactory to the Airport
Authority as to form or substance, or if the companies issuing such policies become
unsatisfactory to the Airport Authority, the Permittee shall promptly obtain new and satisfactory
policies in replacement.
Compliance with this Section is a continuing condition of the Permittees enjoyment of the
privileges granted under this Permit. In the event the Permittee fails to maintain and keep in
force insurance as hereinabove required, the Permittee shall immediately cease all operations
under this Permit until such failure is completely remedied.
The Airport Authority may waive the insurance requirements set forth above if the Permittee is
exempt from paying the vehicle access fee under Section 5(C) of this Permit.

11.

Waiver of Subrogation

The Permittee waives any rights of subrogation for personal injury or property damage
against the Airport Authority, its employees and agents arising from this Permit. In the event of
any payment by any insurer of the Permittee, such insurer will not be subrogated to any of the
Permittees rights of recovery against the Airport Authority, its employees and agents. The
Permittee shall not execute, nor deliver any instruments or other documents, nor take any other
action to secure any such rights for the Permittees insurer(s) against the Airport Authority, its
employees and agents. In addition, the Permittee waives any rights of recovery it may have
against the Airport Authority, its employees and agents for insured losses occurring to any
property insured by the Permittee in accordance with this Permit.
12.

Permittees Failure to Perform

If the Airport Authority elects to pay any sum or incurs any obligations or expense by
reason of the failure, neglect or refusal of the Permittee to perform or fulfill any one or more of
the provisions of this Permit, the Permittee shall pay to the Airport Authority promptly the sum or
sums so paid by the Airport Authority or the obligations or expenses so incurred.
13.

Signs and Advertising

The Permittee may not erect or display any signs, posters or advertising devices at the
Airport without the prior written approval of the Airport Authoritys Chief Executive Officer, or his
or her designee. This requirement is supplemental to the signage provisions of the Airport
Ordinance.
14.

Airport Authoritys Right to Repair

Any provisions in this Permit to the contrary notwithstanding, the Airport Authority has
the absolute right to make any repairs, alterations and additions to any building or the Airport as
a whole or to any part thereof, free from any and all liability to the Permittee, including but not
limited to that which is due to loss of business or consequential damages of any nature
whatsoever to the Permittee caused during the making of such repairs, alterations or additions.
15.

Federal Government Considerations

This Permit shall be subordinate to the provisions of any existing or future agreements
between the Airport Authority and the United States of America relative to the operation and
maintenance of the Airport, the execution of which has been or may be required as a condition
precedent to the expenditure of federal funds for the development of the Airport.
Further, all provisions of this Permit shall be subordinate to the right of the United States
of America to lease or otherwise assume control of the Airport, or any part thereof, during the
time of way and national emergency for military or naval use and any provisions of this Permit
inconsistent with the provisions of any other lease or grant to the United States of America shall
be suspended thereby.
16.

Applicable Laws

This Permit is subject to, and the Permittee shall at all times comply with, any and all
applicable laws and regulations of any governmental units having lawful jurisdiction at the
Airport, including but not limited to the United States of America and the State of Michigan.
17.

Taxes

The Permittee agrees to pay all taxes lawfully assessed against the furnishings and
equipment provided by it, the space occupied by it, and upon the conduct of its operations
hereunder; provided, however, the Permittee shall not be deemed to be in default of its
obligations hereunder for failure to pay such taxes, pending any legal proceeding instituted to
determine the validity of such taxes.
18.

Waiver of Default

No waiver by the Airport Authority of any default or breach of any term, condition, or
covenant of this Permit shall be deemed to be a waiver of any subsequent default or breach of
the same or any other term, condition, or covenant contained herein.
19.

Force Majeure

The parties to this Permit shall not be required to perform any term, condition, or
covenant in this Permit so long as such performance is satisfactorily demonstrated to have been
delayed or prevented by force majeure, which shall mean Acts of God, strikes, lockouts,
material or labor restrictions by any governmental authority, civil riot, floods, and any other
cause not reasonably within the control of the parties to this permit and, which by the exercise of
due diligence, the parties hereto are unable, wholly or in part, to prevent or overcome except as
otherwise provided herein.
20.

Miscellaneous
A. When used herein, the singular includes the plural, the plural includes the singular, and
the use of any gender is applicable to all genders.
B. The captions or headings of paragraphs in this Permit are included for convenience in
reference only, and shall not be considered in construing the provisions hereof if any
questions of intent should arise.
C. This Permit supersedes all prior agreements and understandings, whether written or
oral, between the Airport Authority and the Permittee with respect to the subject matter
hereof and constitutes a complete and exclusive statement of the terms of the
agreement between the parties hereto.
D. This Permit is for the sole and exclusive benefit of the parties to this Permit and their
respective permitted successors and assigns, and no third party is intended to or shall
have any rightsherefrom, except for those parties specified in Section 9 hereof.
E. This Permit may be executed in counterparts, each of which shall be deemed to be an
original, but all of which, taken together, shall constitute one and the same.

10

F. The Permittee acknowledges that if it violates this Permit on multiple occasions, the
Airport Authority may declare it unfit to provide Bus Services at the Airport and revoke
access to the Airport.
G. The preamblerecitals to this Permit are incorporated into and made a part of this Permit;
titles of paragraphs are for convenience only and are not to be considered a part of this
Permit.
H. Where this Permit calls for the Airport Authority to act, such action may be taken by the
Airport Authoritys Chief Executive Officer or his or her designee.
I.

Where this Permit calls for something to be written or in writing, an electronic writing,
such as an email, may substitute for a traditional physical writing.
J. In accordance with the Airport Ordinance, the Permittee or any employee, agent, or
representative thereof may not take still, motion or sound pictures of or at the Airport for
commercial purposes without a permit to do so from the Airport Authoritys Chief
Executive Officer or his or her designee.
21.

Governing Law

This Permit shall be deemed to have been in, and shall be construed in accordance with
the laws of the State of Michigan. The parties hereto agree that any action in regard to this
Permit or arising out of the terms and conditions hereof shall be instituted and litigated in the
courts of the County of Wayne in the State of Michigan or the United States Eastern District of
Michigan. In accordance herewith, the parties hereto submit to the jurisdiction of the State of
Michigan.
22.

Relationship of Parties

Notwithstanding any provision of this Permit for the payment of fees by the Permittee to
the Airport Authority, it is expressly understood and agreed that the Airport Authority shall not be
construed or held to be a partner, associate, or joint venturer of the Permittee in the conduct of
its business, but the Permittee shall at all times have the status of an independent contractor,
without the rights or authority to impose tort or contractual liability upon the Airport Authority.
23.

Successors

The terms, conditions and covenants contained in this Permit shall apply to, inure to the
benefit of, and be binding upon the parties hereto and their respective successors in interest
and legal representatives except as otherwise provided in this Permit. All rights, powers,
privileges, immunities and duties of the Airport Authority under this Permit, including but not
limited to any notices required or permitted to be delivered by the Airport Authority to the
Permittee hereunder, may, at the Airport Authoritys option, be exercised or performed by the
Airport Authoritys agent or attorney, including but not limited to its Chief Executive Officer.
24.

Notice

Unless otherwise required under this Permit, all notices, communications or statements
required by this Permit must be sent electronically or by hand, overnight courier, registered or
certified mail, return receipt requested, postage prepaid, to the following addresses:

11

To the Airport Authority:

Chief Executive Officer
Wayne County Airport Authority
L. C. Smith Building, Mezzanine Level
Detroit, Michigan 48242
and
contractnotices@wcaa.us
To the Permittee:
[Permittee Name, Address, and Email Address]
25.

Severability and Invalid Permit Terms

If any term, covenant, or condition of this Permit or the application thereof to any person
or circumstances is, to any extent, judicially determined to be invalid or unenforceable, the
remainder of this Permit, or the application of such term, covenant or condition to persons or
circumstances other than those as to which it is held invalid or unenforceable, is not affected
and is unenforceable.
26.

Amendments

No amendment, alteration, or change to this Permit is binding upon the Airport

Authority unless such amendment, alteration or change is in writing signed by both the Airport
Authority and the Permittee.The Airport Authority, through its Chief Executive Officer, or his or
her designee, may with written notice to the Permittee, alter pick up and drop off locations,
routes, and access control devices, as the Airport Authority deems necessary or desirable to
facilitate handling of ground transportation activities on the Airport.
27.

Entire Permit

This Permit consists of Paragraphs 1 through 27, and sets forth all the covenants,
promises, conditions and understandings between the Airport Authority and the Permittee.

12

[This space intentionally left blank]

IN WITNESS WHEREOF, the parties, acting through their duly authorized

representatives, have caused this Permit to be duly executed and delivered as of the Effective
Date.

WAYNE COUNTY AIRPORT AUTHORITY

BY:

________________________________
Thomas J. Naughton
Chief Executive Officer

[PERMITTEE]

BY:

________________________________
Name:
Title:

13

EXHIBIT A
DESIGNATED PICK UP AND DROP OFF LOCATIONS

A-1

PRICE PROPOSAL INSTRUCTIONS

The Price Proposal shall be divided into two parts, as follows:

1.
2.

Derivation of Cost Prime Consultant

Derivation of Cost Sub-Consultant(s)

DERIVATION OF COST - PRIME CONSULTANT:

Attached is a sample layout for the prime consultants proposed costs. These costs are broken out
into direct labor, overhead, direct costs, fixed fee, and concluding with a total estimated cost.
Direct Labor Indicate each labor classification, the estimated hours for that classification, the
related hourly rate for that classification, and the dollar total for that classification. At the bottom of
the Direct Labor portion of the sheet, indicate the total hours and dollars for direct labor.
Overhead Indicate the overhead rate being applied against direct labor. At the right, indicate the
total overhead in dollars that results from the multiplication of the rate times the direct labor cost
shown on this page.
Direct Expenses List the direct expenses with a brief description of the expense and the actual cost
of the purchase of that item. Indicate the total of these direct expenses at the bottom right of this
portion of the sheet.
Fixed Fee Indicate the fixed fee percentage for this project. This fee is to be applied against direct
labor and overhead only, not against direct expenses. At the right, indicate the total of this
calculation. (Governmental regulations require fixed fee to be limited to 11 %.)
Subtotal Prime Consultant At the bottom of the page, indicate the sum of the direct labor,
overhead, direct expenses and fixed fee as calculated on this page for the Prime Consultant.
Sub-consultant Total(s) List the total estimated costs for each sub-consultant, if any. Each subconsultant must also have a separate page itemizing these costs.
Total Estimated Costs Indicate the sum of the total estimated costs for the prime consultant and all
sub-consultants.

DERIVATION OF COST PROPOSAL

PRIME CONSULTANT NAME
Federal ID #00-000000
ESTIMATED DIRECT LABOR

Classification
ABC Position
DEF Position

Estimated
Person-hours
0,000
0,000

Total Estimated Hours

00,000

Hourly
Rate
$00.00
$00.00

Total Estimated Labor

Labor
Costs
$00,000.00
$00,000.00
$000,000.00

ESTIMATED OVERHEAD

$000,000.00

000.00%

Total Overhead

$000,000.00

(Total Estimated Labor)

ESTIMATED DIRECT EXPENSES

(Listed by Item at Estimated Actual Cost to you NO MARKUP)
Expense #1
Expense #2
Expense #3

$00,000
$ 0,000
$ 000
Total Direct Expenses

$00,000

FIXED FEE
$0,000,000.00
x
00%
(Total Estimated Labor + Overhead)

Total Fixed Fee

$000,000

$00,000,000

SUBTOTAL PRIME CONSULTANT

(Sum Totals: Labor, Overhead, Direct Expenses, Fixed Fee)

Total ABC Sub-consultant

Total DEF Sub-consultant
TOTAL ESTIMATED COSTS
(Sum Totals: Prime & Subs)

$000,000
$000,000
$00,000,000.00

DERIVATION OF COSTS SUB-CONSULTANT(S):

Use the attached sample layout for the sub-consultant(s) proposed costs. A separate sheet for
derivation of costs must be submitted for each sub-consultant in the same manner as described above
for the prime consultant.

DERIVATION OF COST PROPOSAL

SUB-CONSULTANT NAME
(Submit a separate page for each Sub-consultant)
Federal ID #00-000000
ESTIMATED DIRECT LABOR

Classification
ABC Position
DEF Position

Estimated
Person-hours
0,000
0,000

Total Estimated Hours

00,000

Hourly
Rate
$00.00
$00.00

Total Estimated Labor

Labor
Costs
$00,000.00
$00,000.00
$000.000.00

ESTIMATED OVERHEAD

$000,000.00

000.00%

Total Overhead

$000,000.00

(Total Estimated Labor)

ESTIMATED DIRECT EXPENSES

(Listed by Item at Estimated Actual Cost to you NO MARKUP)
Expense #1
Expense #2
Expense #3

$00,000
$ 0,000
$ 000
Total Direct Expenses

$00,000

FIXED FEE
$0,000,000.00
x
00%
(Total Estimated Labor + Overhead)

Total Fixed Fee

TOTAL ESTIMATED COSTS

$000,000

$00,000,000

(Sum Totals: Labor, Overhead, Direct Expenses, Fixed Fee)

REGIONAL TRANSIT AUTHORITY OF SOUTHEAST MICHIGAN

AGREEMENT FOR SERVICES
THIS AGREEMENT, made and entered into this ___ day of ________ 2014 by and between
*********************** (here in after, together with its assignees and successors in interest, called the
"Contractor") and the REGIONAL TRANSIT AUTHORITY OF SOUTHEAST MICHIGAN - a Michigan Regional
Transit Authority; 1001 Woodward - Suite 1400, Detroit, Michigan 48226 (hereinafter called RTA). All terms
and conditions of the prime contract ****-**, between the AGENCY and the Michigan Department of
Transportation hereinafter referred to as the DEPARTMENTS, are incorporated in this Agreement. In the event of
a conflict between the terms and conditions of the subcontract and the prime contract, ****-**, the prime contract
prevails.
WITNESSETH:
WHEREAS, The RTA desires to engage the Contractor to render certain professional services hereafter described,
in connection with an undertaking which is expected to be partially financed under: Section 9 of the Urban Mass
Transportation Act of 1964, as amended; and pursuant to Title 23, Chapter 1, Section 134, United States Code; with
funds provided by the Federal Transit Administration and the Michigan Department of Transportation; pursuant to
the Federal Water Pollution Control Act (33 USC 1251 as amended by the Clean Water Act of 1977 (Public Law
95-217); pursuant to the Clean Air Act, as amended, 1977, (hereinafter referred to jointly or individually, as
appropriate as the Grantor Agency(ies).
NOW THEREFORE, the parties hereto, for the consideration hereinafter specified mutually agree as follows:
ARTICLE I. ASSISTANCE TO THE TRANSIT AUTHORITY
Section A. The RTA hereby agrees to engage the Contractor and the Contractor hereby agrees to perform the
services hereinafter set forth in connection with the Work Program of THE RTA.
Section B. The Contractor shall perform all the necessary services provided under this Agreement in connection
with and respecting the following area or areas, herein called the "Planning Area":
The Planning Area consists of the City of Detroit and the Counties of Oakland, Macomb, Washtenaw, and Wayne.
Section C. The Contractor shall do, perform, and carry out in a satisfactory and proper manner as determined by the
RTA, the services detailed in Attachment I of this Agreement.
ARTICLE II. GENERAL
Section A. All studies, procedures and estimates made in connection with these services, are subject to review and
approval of the RTA, for completeness and fulfillment of the requirements of this Agreement.
Section B. The interests of the RTA require close cooperation, and the Contractor shall confer as necessary and
cooperate with the RTA in order that the work may proceed in a mutually satisfactory manner.
Section C. The Contractor or his designated representative, upon at least forty-eight (48) hours notice, shall,
attend meetings, conferences and public hearings, when requested, and will confer and cooperate in the presentation
of these services at such convocations.
Section D. The RTA hereby agrees to make available without charge to the Contractor, at the RTA's headquarters,
office space needed by the Contractor in addition to his usual place of business for the performance of the services
agreed to under this Agreement, and the Contractor hereby agrees not to include any charge for such additional
space in his fee.
Section E. The Contractor hereby agrees to abide by applicable regulations and standards of the National Energy
Conservation Program by fostering, promoting, and achieving energy conservation. Contractors must utilize to the
maximum practicable extent the most energy-efficient equipment, materials, and construction and operating
procedures available.
Section F. This Agreement is funded in part by a grant from a single Grantor agency or combination of grantor
agencies listed in the preamble of this agreement. Neither the United States, the State of Michigan, nor any of the
grantor agencies are a party to this agreement.

ARTICLE III. CHANGES

The RTA may, at any time by written order, make changes in the work and services to be performed, under this
Agreement and within the general scope thereof. If such changes cause an increase or decrease in the cost of
performing the work and services under this Agreement or in the time required for its performance, an equitable
adjustment shall be made and the Agreement shall be modified by written mutual agreement of the parties hereto as
evidenced by an amendment hereto and approved by the Grantor Agency (ies) when required. Any claim for
adjustment under this article must be made in writing to the RTA within thirty (30) calendar days from the date the
change is ordered. Nothing provided in this article shall excuse the Contractor from proceeding with the prosecution
of the work so changed.
ARTICLE IV. INDEMNIFICATION AGREEMENT
The Contractor hereby expressly agrees and covenants that he will hold and save harmless and indemnify the State
of Michigan, the Grantor Agency (ies), the RTA, and their respective officers, agents, servants, and employees from
liability of any nature or kind, in connection with the work to be performed hereunder, arising out of any negligent
act or omissions of the Contractor or of any employee or agents of the Contractor, or any person, firm or corporation
employed by the Contractor, or any of them, or associated with it including any persons, firm or corporation having
the status of an independent contractor, or engaged by the Contractor, to perform any work required by or in
connection with the work required by this Agreement.
ARTICLE V. DISPUTES
The Chief Executive Officer of the Regional Transit Authority of Southeast Michigan will, in all cases, decide any
and all questions which may arise concerning a question of fact in connection with the work not disposed of by
agreement, among or between the parties to the Agreement.
ARTICLE VI. RESPONSIBILITY OF THE CONTRACTOR
Section A. The Contractor shall be responsible for the professional quality, technical accuracy, timely completion,
and the coordination of all services furnished by the Contractor under this Agreement. The Contractor shall, without
additional compensation, correct or revise any errors or deficiencies in his services.
Section B. The Contractor shall perform such services as may be necessary to accomplish the work required to be
performed under this Agreement, in accordance with this Agreement and applicable Grantor Agency (ies)
requirements.
Section C. Approval by the RTA of reports, work or materials furnished hereunder shall not in any way relieve the
Contractor of responsibility for the technical adequacy of the work. Neither the RTA's review, approval or
acceptance of, nor payment for, any of the services shall be construed to operate as a waiver of any rights under this
Agreement, and the Contractor shall be and remain liable in accordance with applicable law for all damages to the
RTA caused by the Contractor's negligent performance of any of the services furnished under this Amendment.
Section D. The Contractor shall direct any media inquiries regarding the services covered by this contract to the
RTA.
Section E. Law in addition to any other rights and remedies provides the rights and remedies of the RTA provided
for under this Agreement.
ARTICLE VII. PERSONNEL
Section A. The Contractor represents that he has, or will secure at his own expense, all personnel required in
performing the services under this Agreement.
Section B. All of the services required hereunder will be performed by the Contractor or under his supervision, and
all personnel engaged in the work shall be fully qualified and shall be authorized under State and Local law to
perform such services.
Section C. The Contractor shall not, without written permission from the RTA, engage the services of any person or
persons in the employ of the RTA for any work required by the terms of this Agreement.
ARTICLE VIII. NONDISCRIMINATION IN EMPLOYMENT

Section A. The Contractor shall not discriminate against any employee or applicant for employment because of race,
color, religion, sex, age, and national origin or solely by reason of a physical or mental impairment or by reason of
status as a disabled veteran or a veteran of the Vietnam era. This policy of nondiscrimination shall include, but shall
not be limited to: employment, upgrading, demotion, transfers, recruitment or recruitment advertising, layoffs or
terminations, rates of pay or other forms of compensation and the selection of employees for training, including
apprenticeship, and participation in recreational and educational activities. The Contractor shall adhere to the
concepts of affirmative action promulgated by President Executive Order 11246, as amended, and all other
applicable federal and state standards established for affirmative action. The Contractor agrees to post in
conspicuous places available to employees and applicants for employment notices, provided by federal or state civil
rights commissions, setting forth the provisions of the above statement of nondiscrimination. The Contractor shall
cause the above statements of nondiscrimination and affirmative action to be inserted in all subcontracts for any
work covered by this contract to insure that such provisions will be binding upon each subcontractor. All
solicitations or advertisements for employees placed by or on behalf of the Contractor shall clearly indicate that the
Contractor adheres to the concepts of equal opportunity and affirmative action as required by federal and state laws
and regulations.
Section B. The Contractor shall maintain such records and submit such reports concerning the racial and ethnic
origin of applicants for employment and employees, as the RTA or the RTA's grantor agencies may require. The
Contractor shall furnish and file compliance reports within such time and upon such forms as provided by the
Michigan Civil Rights Commission; said forms may also elicit information as to the practices, policies, program,
and employment statistics of each subcontractor as well as the Contractor himself and said Contractor shall permit
access to his books, records, and accounts by the Michigan Civil Rights Commission and/or its agent, for purpose of
investigation to ascertain compliance with this contract and with rules, regulations, and orders of the Michigan Civil
Rights Commission relevant to Section 4, Act No. 251, Public Acts of 1955, as amended.
ARTICLE IX. SUBCONTRACT APPROVAL
Section A. For the services performed and expenses incurred by the Contractor under this Agreement, it is agreed
that the total cost shall not exceed $X,XXX,XXX which amount includes a total fixed fee not to exceed $XX,XXX
(as specified in Attachment II of this Agreement), without the written approval of the RTA and the Grantor Agency
(ies) when required. Costs shall be in accordance with the requirements of 48 CFR, Part 31.
Section B. The Contractor will cooperate with the RTA in meeting commitments and goals with regard to the
maximum utilization of minority business enterprises and will use its best efforts to insure that minority business
enterprises shall have the maximum practicable opportunity to compete for subcontract work under this Agreement.
Section C. The fixed fees of the Subcontractor shall be considered to be part of the fixed fees of the Contractor.
ARTICLE X. PAYMENT
Section A. For the services performed and expenses incurred by the Contractor under this Agreement, it is agreed
that the total cost shall not exceed the amount specified in Attachment II of this Agreement, without the written
approval of the RTA and the Grantor Agency (ies) when required.
Section B. Checks in payment for services rendered hereunder shall be drawn to the order of the Contractor and
mailed to the Contractor at his address as set forth in this Agreement. The Contractor hereby expressly agrees that
the acceptance of the check so drawn shall constitute full payment by the RTA to the Contractor, for the services for
which such payments are made.
Section C. The making of payments including partial payments by the RTA to the Contractor in the manner
aforesaid, shall vest in the RTA's title to, and the right to take possession of, all reports, estimates, computations,
memoranda, and other papers, documents and material produced by the Contractor up to the time of such payments,
and the RTA shall have the right to use the same for public purpose or make any desirable alterations thereto,
without other or further compensation to the Contractor or to any other person.
Section D. The Contractor shall maintain accounting records and other evidence pertaining to the costs incurred, and
make the records available at its office at all reasonable times during the Agreement period and for three (3) years
from the date of submission of the final expenditure report pertaining to this Agreement by the RTA to the Federal
Grantor Agency (ies). The RTA and any authorized representative of the Federal Government will make such
accounting records and other evidence pertaining to the costs incurred, available for inspection, and copies thereof

shall be furnished if requested.

ARTICLE XI. AUDITS AND INSPECTION
The Contractor shall permit the authorized representatives of the RTA, its grantor agency (ies) and the Comptroller
General of the United States to inspect and audit all data and records of the Contractor relating to his performance
and his subcontracts under this Agreement from date of Agreement through and until the expiration of three years
after completion of agreement with which Federal funds are used.
ARTICLE XII. PUBLICATION, REPRODUCTION AND USE OF MATERIALS
Section A. The publication of any data or information made in connection with this Agreement shall be in
accordance with publication requirements of the RTA.
Section B. No material produced in whole or in part under this Agreement, shall be subject to copyright in the
United States, or in any other country by the Contractor. The RTA shall have unrestricted authority to publish,
disclose, distribute, and otherwise use, in whole or in part, any reports, data, or other materials prepared under this
Agreement.
Section C. All reports, estimates, memoranda and other papers and documents submitted by the Contractor shall be
dated and bear the Contractor's name.
All reports, maps and other documents completed as part of this Agreement, other than documents exclusively for
internal use with the RTA, shall carry the following notation on the front cover or a title page (or in the case of
maps, in the same block), containing the name of the RTA:
"The preparation of this (report, map, document, etc.) was financed in part through: cooperation
with the Department of Transportation, Urban Mass Transportation Administration; the Federal
Transit Administration, and the participation of the Michigan State Transportation Commission; or
a planning grant from the environmental Protection Agency. This document was prepared
(month/year) for the Regional Transit Authority of Southeast Michigan."
Section D. The RTA shall make available to the Contractor all of the RTA's data, reports, analyses, drawings, maps,
tables and other pertinent background information related to the Study under this Agreement.
Section E. Any reports, information, data, etc., given to or prepared or assembled by the Contractor under this
Agreement, which the RTA requests to be kept as confidential, shall not be made available to any individual or
organization by the Contractor, without prior written approval of the RTA.
ARTICLE XIII. TIME FOR COMPLETION
The Contractor shall commence the work required by this Agreement, on the date specified in a written Notice to
Proceed, and will complete the work specified in Attachment I within the time period provided in Attachment I.
Extensions beyond this period will be written mutual agreement of the parties hereto, as evidenced by an
amendment hereto, approved prior to the execution thereof, by the RTA and the Grantor Agency (ies), when
required.
ARTICLE XIV. TERMINATION
Section A. This Agreement may be terminated in whole, or in part, in writing by the RTA in the event of substantial
failure of the Contractor to fulfill his obligation under this Agreement: Provided, that the RTA shall give the
Contractor not less than ten (10) days written notice (delivered by certified mail, return receipt requested) of intent
to terminate and an opportunity for consultation prior to termination.
Section B. This Agreement may be terminated in whole, or in part, in writing by the RTA for its convenience:
Provided, that no such termination may be effected unless the Contractor is given not less than ten (10) days written
notice (delivered by certified mail, return receipt requested) of intent to terminate.
Section C. If termination for default is effected by the RTA an equitable adjustment in the price provided for in this
Agreement shall be made, but (a) no amount shall be allowed for anticipated profit on unperformed services or other
work, and (b) any payment due to the Contractor at time of termination be adjusted to the extent of any additional

costs occasioned to the RTA by reason of the Contractor's default, or if termination for convenience is effected by
the RTA, the equitable adjustment shall include a reasonable profit for services or other work performed. The
equitable adjustment for any termination shall provide for payment to the Contractor for services rendered and
expenses incurred prior to the termination, in addition to termination settlement costs reasonably incurred by the
Contractor relating to commitments which had become firm prior to the termination.
Section D. Upon receipt of termination action pursuant to Section A and B, above, the Contractor shall (a) promptly
discontinue all services affected (*unless the notice directs otherwise); and (b) terminate all subcontracts to the
extent that they relate to the performance of work terminated by the RTA, and (c) deliver or otherwise make
available to the RTA, all data, reports, estimates, summaries, and such other information and materials as may have
been accumulated by the Contractor in performing this Agreement, whether completed or in process.
Section E. Upon termination pursuant to Section A, above, the RTA may take over the work and prosecute the same
to completion by agreement with another party or otherwise and the Contractor is held liable for any excess costs for
such similar work or service.
Section F. If after termination for failure of the Contractor to fulfill contractual obligations, it is determined that the
Contractor had not so failed, the termination shall be deemed to have been effected for the convenience of the RTA.
In such event, adjustment of the price provided for in this Agreement shall be made as provided in Section C of this
Article.
Section G. The rights and remedies of the RTA and the Contractor provided in this Article are in addition to any
other rights and remedies provided by law or under this Agreement.
ARTICLE XV. ASSIGNABILITY, DEATH OR DISABILITY
The Contractor shall not assign any interest in this Agreement and shall not transfer any interest in the same
(whether by assignment or novation), without the prior written consent of the RTA. Provided, however, that claims
for money due, or to become due to the Contractor from the RTA under this Agreement may be assigned to a bank,
trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall
be furnished promptly to the RTA.
Where the services of a partnership are engaged as Contractors, each partner shall take full responsibility for, and
actively participate in all work provided for them herein from date of execution of this Agreement, until the services
have been completed and accepted by the RTA; provided, however, that the death, incapacitation or retirement of
one or more of the partners shall not, of itself, be deemed to incapacitate the other remaining partners, providing the
remaining partners are, in the judgment of the RTA, able and competent to carry out the terms of this Agreement, in
which latter event no reduction shall be made in the compensation on account of such death, incapacitation or
retirement.
ARTICLE XVI. INTEREST OF CONTRACTOR
The Contractor covenants that he presently has no interest and shall not acquire any interest, direct or indirect, which
would conflict in any manner or degree with the performance of services required to be performed under this
Agreement. The Contractor further covenants that in the performance of this Agreement, no person having such
interest shall be employed.
ARTICLE XVII. INTEREST OF MEMBERS OF TRANSIT AUTHORITY AND OTHERS
No officer or employee of the RTA and no members of its governing body of the locality or localities in which the
Project is situated or being carried out, who exercises any functions or responsibilities in the review or approval of
the undertaking or carrying out of this Project, shall participate in any decision relating to this Agreement, which
affects his personal interest or the interest of any corporation, partnership, or association in which he is directly or
indirectly interested, or have any personal or pecuniary interest, direct or indirect, in this Agreement or the proceeds
thereof.
ARTICLE XVIII. OFFICIALS NOT TO BENEFIT
No member of or delegate to the Congress of the United States of America, or Resident Commissioner, shall be
admitted to any share or part of this agreement or to any benefit to arise, herefrom.

ARTICLE XIX. CONTINGENT FEES

The Contractor warrants he has not employed or retained any company or person, other than bona fide employees
working solely for the Contractor to solicit or secure this Agreement, and that he has not paid or agreed to pay any
company or person, other than bona fide employees working solely for the Contractor, any fee, commission,
percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making
of this Agreement. For breach or violation of this warranty, the RTA shall have the right to annul this Agreement
without liability or, at its discretion, to deduct from the fees due the Contractor, or otherwise recover, the full
amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.
ARTICLE XX. GRATUITIES
Section A. The RTA may, by written notice to the Contractor, terminate the right of the Contractor to proceed under
this Agreement if it is found, after notice and hearing, by the RTA that gratuities (in the form of entertainment, gifts,
or otherwise) were offered or given by the Contractor, or any agent or representative of the Contractor, to any
official or employee of the RTA with a view toward securing a contact of securing favorable treatment with respect
to the awarding or amending, or the making of any determinations with respect to the performance of this
Agreement: Provided, that the existence of the facts upon which the RTA makes such findings shall be in issue and
may be reviewed in proceedings pursuant to the "Disputes" Article of this Agreement.
Section B. In the event this Agreement is terminated as provided in Section A., hereof, the RTA shall be entitled (a)
to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the Agreement by
the Contractor, and (b) as a penalty in addition to any other damages to which it may be entitled by law, to
exemplary damages in an amount (as determined by the RTA) which shall be not less than three nor more than ten
times the costs incurred by the Contractor in providing any such gratuities to any such officer or employee.
Section C. The rights and remedies of the RTA provided in this Article shall not be exclusive and are in addition to
any rights and remedies provided by law or under this Agreement.
ARTICLE XXI. PRICING OF ADJUSTMENTS
When costs are a factor in any determination of a contract price adjustment pursuant to the "Changes" Article or any
other provision of this Agreement, such costs shall be in accordance with 48CFR Part 31.
ARTICLE XXII. EXCUSABLE DELAY
Except with respect to defaults of subcontractors the Contractor shall not be in default by reason of any failure in
performance of this Agreement in accordance with its terms (including any failure by the Contractor to make
progress in the prosecution of the work hereunder which endangers such performance) if such failure arises out of
causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are
not restricted to: acts of God or of the public enemy; fires; floods; epidemics; quarantine restrictions; strikes; freight
embargoes; and unusually severe weather; but in every case the failure to perform must be beyond the control and
without the fault or negligence of the Contractor. If the failure to perform is caused by the failure of a subcontractor
to perform or make progress and if such failure arises out of causes beyond the control of both the Contractor and
subcontractor, and without the fault or negligence of either of them, the Contractor shall not be in default, unless (a)
the services to be furnished by the subcontractor were obtainable from other sources, (b) the RTA shall have ordered
the Contractor in writing to procure such supplies or services from such other sources, and (c) the Contractor shall
have failed to comply reasonably with such order. Upon request of the Contractor, the RTA shall ascertain the facts
and extent of such failure, if he shall determine that any failure to perform was occasioned by any one or more of the
said causes, the delivery schedule shall be revised accordingly, subject to the rights of the RTA under the Article
hereof entitled "Termination". (As used in this Article, the terms "subcontractor" and Subcontractors" mean
subcontract(s) at any tier.)
ARTICLE XXIII. PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA
Section A. If the RTA determines that any price, including profit, negotiated in connection with this Agreement or
any cost reimbursable under this Agreement was increased by any significant sums because the Contractor, or any
subcontractor furnished incomplete or inaccurate cost or pricing data or data not current as certified in his
certification of current cost or pricing data (EPA Form 5700-41), then such price or cost or profit shall be reduced
accordingly and the Agreement shall be modified in writing to reflect such reduction.

Section B. Failure to agree on a reduction shall be subject to the "Disputes" Article of this Agreement.
ARTICLE XXIV. LIMITATION OF COST
Section A. It is estimated that the total cost to the RTA for the performance of this Agreement, exclusive of any fee,
will not exceed the estimated cost set forth in the Compensation Article, and the Contractor agrees to use his best
efforts to perform the work specified in the Scope of Services and all obligations under this Agreement within such
estimated cost. If, at any time, the Contractor has reason to believe that the costs which he expects to incur in the
performance of this Agreement in the next sixty (60) days, when added to all costs previously incurred, will exceed
seventy-five percent (75%) of the estimated cost then set forth in the Compensation Article, or if, at any time, the
Contractor has reason to believe that the total cost to the RTA for the performance of this Agreement, exclusive of
any fee, will be greater or substantially less than the then estimated cost hereof, the Contractor shall notify the RTA
in writing to that effect, giving his revised estimate of such total cost for the performance of this Agreement.
Section B. Except as required by other provisions of this Agreement specifically citing and stated to be an exception
from this Article, the RTA shall not be obligated to reimburse the Contractor for costs incurred in excess of the
estimated cost set forth in the Compensation Article, and the Contractor shall not be obligated to continue
performance under this Agreement (including actions under the Termination Article) or otherwise to incur costs in
excess of the estimated cost set forth in the Compensation Article, unless and until the RTA shall have notified the
Contractor in writing that such estimated cost has been increased and shall have specified in such notice a revised
estimated cost which shall thereupon constitute the estimated cost of performance of this Agreement. No notice,
communication, or representation in any other form or from any person other than the RTA shall affect the estimated
cost of this Agreement. In the absence of the specified notice, the RTA shall not be obligated to reimburse the
Contractor for any costs in excess of the estimated cost set forth in the Compensation Article, whether those excess
costs were incurred during the course of the agreement or as a result of termination. When and to the extent that the
estimated cost set forth in the Compensation Article has been increased, any costs incurred by the Contractor in
excess of the estimated cost prior to such increase shall be allowable to the same extent as if such costs had been
incurred after the increase; that the increase is solely for the purpose of covering termination or other specified
expenses.
Section C. Change orders issued pursuant to the Changes Article of this Agreement shall not be considered an
authorization to the Contractor to exceed the estimated cost set forth in the Compensation Article in the absence of a
statement in the change order, or other contract modification, increasing the estimated cost.
Section D. In the event this Agreement is terminated or the estimated cost not increased, the RTA and the Contractor
shall negotiate an equitable distribution of all property produced or purchased under the Agreement based upon the
share of costs incurred by each.
Section E. agrees that the costs reported to the RTA for this Contract will represent only those items that are
properly chargeable in accordance with this Contract. Also certifies that it has read the contract terms and has made
itself aware of the applicable laws, regulations, and terms of this Contract that apply to the reporting of costs
incurred under the terms of this Contract.
ARTICLE XV. CERTIFICATION
The contractors signature on this Agreement constitutes the contractors certification of status under penalty of
perjury under the laws of the United States with respect to 49 CFR Part 29 pursuant to Executive Order 12549. The
certification included as a part of this Agreement as Attachment III is Appendix B of 49 CFR Part 29.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be made and executed by their proper
officials.

REGIONAL TRANSIT AUTHORITY OF

SOUTHEAST MICHIGAN

ATTEST:

BY:

Title:

___________________________________________
Chief Executive Officer

CONTRACTOR

ATTEST:

BY:

Title:

___________________________________________
Title:

Federal ID or Social Security #

Agreement Date

ATTACHMENT I
This Attachment I is attached to and hereby made a part of the Agreement for Services by and
between ********** (hereinafter referred to as the Contractor) and the Regional Transit
Authority
of
Southeast
Michigan
(hereinafter
referred
to
as
ARTA)
dated____________________

Scope of Services and Schedule

The Contractor shall do, perform and complete in a satisfactory manner, as determined by the
RTA, the work described in Appendix A. The Work plan was developed in response to RFP #***** which is incorporated by reference into the Scope of Work.
The work will be carried out following the schedule presented in Appendix A. All work will be
completed _________________________

ATTACHMENT II
This Attachment II is attached to and hereby made a part of the Agreement for Services by and
between ********., (hereinafter referred to as the Contractor), and the Regional Transit
Authority
of
Southeast
Michigan
(hereinafter
referred
to
as
RTA),
date______________________.
Compensation
Section 1
This is an actual cost plus fixed fee contract for an amount not to exceed $X,XXX,XXX, which
amount includes a fixed fee of ___________. Compensation will be made in accordance with the
cost presented in Appendix B.
Section 2
The reimbursement process will be as follows:
1.

Submission of monthly invoices and progress reports by contractor to:

Regional Transit Authority of Southeast Michigan
1001 Woodward - Suite 1400
Detroit, Michigan 48226
Attn: Accounts Payable
Invoices should document expenses by task indicating hours charged and dollars for labor
and other direct costs.

2.

After review and approval of invoice, the RTA will enter invoice into Accounts Payable
system and bill MDOT for reimbursement as a part of our monthly billings.

November 21, 2014

10

ATTACHMENT III
[This is a reproduction of Appendix B of 49 CFR Part 29]
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY,
AND VOLUNTARY EXCLUSION LOWER TIER COVERED TRANSACTIONS
Instructions for Certification
1.

By signing and submitting this proposal, the prospective lower tier participant is
providing the certification set out below.

2.

The certification in this clause is a material representation of fact upon which reliance was
placed when this transaction was entered into. If it is later determined that the prospective
lower tier participant knowingly rendered an erroneous certification, in addition to other
remedies available to the Federal Government, the department or agency with which this
transaction originated may pursue available remedies, including suspension and/or debarment.

3.

The prospective lower tier participant shall provide immediate written notice to the person to
which this proposal is submitted if at any time the prospective lower tier participant learns
that its certification was erroneous when submitted or has become erroneous by reason of
changed circumstances.

4.

The terms covered transaction, debarred, suspended, ineligible, lower tier covered
transaction, participant, person, primary covered transaction, principal, proposal,
and voluntary excluded, as used in this clause, have the meanings set out in the Definitions
and Coverage sections of the rules implementing Executive Order 12549. You may contact
the person to which this proposal is submitted for assistance in obtaining a copy of those
regulations.

5.

The prospective lower tier participant agrees by submitting this proposal that, should the
proposed covered transaction be entered into, it shall not knowingly enter into any lower tier
covered transaction with a person who is debarred, suspended, declared ineligible, or
voluntarily excluded from participation in this covered transaction, unless authorized by the
department or agency with which this transaction originated.

6.

The prospective lower tier participant further agrees by submitting this proposal that it will
include this clause titled Certification Regarding Debarment, Suspension, Ineligibility, and
Voluntary Exclusion Lower Tier Covered Transaction, without modification, in all lower
tier covered transactions and in all solicitations for lower tier covered transaction.

7.

A participant in a covered transaction may rely upon a certification of a prospective

participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or
voluntarily excluded from the covered transaction, unless it knows that the certification is
erroneous. A participant may decide the method and frequency by which it determines the
eligibility of its principals. Each participant may, but is not required to, check the
Nonprocurement List (Telephone No. (517) 335-2513 or (517) 335-2514).

8.

Nothing contained in the foregoing shall be considered shall be construed to require

establishment of a system of records in order to render in good faith the certification required
by this clause. The knowledge and information of a participant is not required to exceed that
which is normally possessed by a prudent person in the ordinary course of business dealings.
11

9.

Except for transactions authorized under paragraph 5 of these instructions, if a participant in a

covered transaction knowingly enters into a lower tier covered transaction with a person who
is suspended, debarred, ineligible, or voluntarily excluded from participation in this
transaction, in addition to other remedies available to the Federal Government, the
department, or agency with which this transaction originated may pursue available remedies,
including suspension and/or debarment.

Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion Lower Tier
Covered Transactions
1.

The prospective lower tier participant certifies, by submission of this proposal, that neither it
nor its principals is presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from participation in this transaction by any Federal
department or agency.

2.

Where the prospective lower tier participant is unable to certify to any of the statements in
this certification, such prospective participant shall attach an explanation to this proposal.

[Federal Register Doc. 88-11561 Filed 5-25-88; 8:45 a.m.]

12

March 9, 1989