Montebello City Council
June 24, 2026

2390 Bateman Ave. • Irwindale, CA 91010
(626) 446-1854 • www.aoreed.com

MECHANICAL CONTRACTOR
Contractor’s License No. # 7731
16 | P a g e
A.O. Reed & Co.

Quality Behind the Name

GENERAL PROVISIONS
CLARIFICATIONS:

Repair Service
Repair service requested by the customer and not covered under the contract will be provided at our current hourly rate. Repair workmanship is guaranteed for 60 days from the date of repair.

Warranty Service
Warranty work will be provided during normal working hours.

Payment Schedule
Payments are due as follows:
• Net 30 Terms
• Acceptable forms of payment are either: (a) Check or (b) ACH Transfer EXCLUSIONS:

There shall be no liability under this agreement for the following:

1. Any default, delay in performance, or extraordinary damage caused by any contingency beyond our control, including war, government restrictions or restraints, strikes, fire, floods, or short or reduced supply of any material or furnished products.

2. Any consequential damage of any nature, including damage arising from failure of a component part of the included equipment or the inspection, maintenance, or repair of said equipment.

3. Any duplicate protection provided under any other existing warranty or contract.

4. System design or performance in maintaining design conditions except through failures of equipment specifically covered herein.

5. Failure to discover conditions necessitating repairs or replacement.

6. Fees associated with registering A.O. Reed as an approved vendor and/or third-party accounting systems requiring fee registrations for payment. A.O. Reed reserves the right to recoup these costs from the customer.

This agreement does not cover electrical service, ductwork and insulation, recording instruments, water supply and drains, air volume adjustment, plumbing or piping, work required by the government and other codes and regulations, or any services performed beyond those specifically enumerated herein.

CONDITIONS:

The only parties to this agreement are the customer and A.O. Reed. While A.O. Reed is committed to providing First-Class Service to our customers, we recognize that contractual agreements may not be mutually satisfactory. Therefore, we offer term cancellation by either the customer or contractor providing 30 days’ notice, with or without cause.

This agreement shall be void if the included systems have been subject to misuse, negligence, accident, fire, lightning, windstorm, or vandalism or if the equipment has been tampered with or altered in any way or operated contrary to the manufacturer's specifications. The services under this agreement are not guaranteed against obsolescence or normal wear. Nor shall inspections be construed as an approval or guarantee of the condition of the equipment. The warranties and obligations set forth herein are in lieu of all other warranties and liabilities expressed or implied in law or in fact include the implied warranties of merchantability and fitness for particular use.

SERVICE AVAILABILITY:

A.O. Reed & Co.’s service staff is available to our customers 24 hours a day, 7 days a week. A qualified repair technician and a field supervisor are on call after regular working hours. Our emergency answering service will contact them as soon as your call is received. We offer a response time of two hours in most emergency conditions. Additional technicians will be placed on call as backup in extreme temperature conditions, such as heat spells and freezing. Emergency calls, repairs, or services not included in preventative maintenance are billed additional, as authorized, at A.O. Reed & Co.’s current contract customer labor rates.

Service calls are billed at a two-hour minimum.

All labor rates are based on current Union Contracts and are subject to change annually. 24/7 Service: (877) 247-8437

2390 Bateman Ave. • Irwindale, CA 91010
(626) 446-1854 • www.aoreed.com

MECHANICAL CONTRACTOR
Contractor’s License No. # 7731
17 | P a g e
A.O. Reed & Co.

Quality Behind the Name

VALUE ADDED
• With over 110 years of experience, A.O. Reed has the highest retention of technicians in the industry, amounting to over 2 million hours of current field experience and technical support.
• Our service team’s tenure averages over nine years; it is not unusual for some to be here for over half their lifetime. Our service technicians are versatile, well-trained craftsmen who meet every customer’s unique set of expectations.
• A.O. Reed employees receive no commissions or bonuses of any type. Our philosophy is to give you the lowest cost and highest value while suggesting only what is needed. • The emergency service response time is 2 hours or less, 24/7. • A.O. Reed technicians must continually upgrade their mechanical and safety skills by utilizing the most up-to-date training techniques and keeping current on required certifications.
• A.O. Reed’s volume and purchasing power guarantee preferred vendor pricing, passed on to our customer base.
• A.O. Reed also has an excellent commercial-industrial plumbing service available 24/7. • Union-trained technicians are utilized for Preventive Maintenance (PM) inspections to ensure that equipment is properly tested and diagnosed. • Technicians are encouraged to be customers' main point of contact and take ownership of their accounts, with direct communication to facility personnel. • A.O. Reed maintains several specialized project teams to estimate and execute mediumsized jobs quickly and efficiently. • All A.O. Reed Service Technicians have a tablet, a valuable tool for quicker and more efficient dispatching and service tasking capabilities. • Additional A.O. Reed services include:
◊ Energy Audits & Efficiency Projects
◊ Commercial and Industrial Plumbing
◊ Engineering Services
◊ Air Balancing, Cleanroom Certification, Calibration
◊ Sheet Metal Fabrication
◊ Process Skid Manufacturing
◊ LEED Certification Assistance
◊ Building Automation & Industrial Controls

ITEM # 29

CITY OF MONTEBELLO

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: Raul Alvarez, City Manager

BY: John Soria, Director of Transportation
SUBJECT: APPROVE AGREEMENT NO. 4522 WITH ZEROUP ENERGY, INC., FOR

PROVISION OF TEMPORARY HYDROGEN REFUELING SOLUTIONS
DATE: June 24, 2026
RECOMMENDATIONS:

It is recommended that the City Council:

1. Approve Agreement No. 4522 with ZeroUp Energy, Inc., (ZeroUp Energy), for a two-year (2-year) term with the option for renewal of up to one (1) additional oneyear (1-year) term, for a total not-to-exceed amount of $1,484,420, to provide a Temporary Hydrogen Refueling Solution; and

2. Authorize the City Manager to execute and finalize Agreement No. 4522 with ZeroUp Energy on behalf of the City of Montebello; and

3. Authorize the City Manager to approve change orders up to an additional ten percent (10%) or $148,442 of the total agreement amount; and

4. Amend the Fiscal Year 2026-27 adopted budget to increase appropriations by $932,420 in Account No. 600-90-915-6070.60 (Transit, Transportation, Corporate Shops, Fuel Hydrogen); and

5. Take such additional, related, action as may be desirable.

FISCAL IMPACT:

The total cost of Agreement No. 4522 is $1,484,420, which includes a 10% contingency.

The costs for the temporary hydrogen fueling infrastructure and delivery services will be funded through a Fiscal Year 2023-24 Federal Transit Administration (FTA) grant (Account No. 270-9066-2024-198-6040.95 - Transit Grants, FTA, FY 2023-24, FTA CA 2024-198, Contract Services-Other Professional Services). This funding source, which includes a required 20% non-Federal match provided through FY 2024-25 Transportation Development Credits (TDCs), provides a total allocation of $552,000. The remaining

CITY COUNCIL AGENDA REPORT - MEETING OF JUNE 24, 2026

costs for hydrogen fuel usage and the 10% contingency will be funded through the Transportation Department’s Fiscal Year 2026-27 adopted operating budget.

A budget amendment will be required to increase appropriations by $932,420 in Account No. 600-90-915-6070.60 (Transit, Transportation, Corporate Shops, Fuel Hydrogen). This budget amendment includes the estimated cost of purchasing hydrogen fuel and the 10% contingency. The table below details the various amounts and accounts to which they will charged:

Cost Allocation:

Funding Source Account Number Amount
Transit Grants – Mobile Hydrogen Trailer
Rental Fees and Delivery Charges
270-9066-2024-198-6040.95 $552,000
Transit Operating Budget – Hydrogen Fuel
Usage
600-90-915-6070.60 $783,978
Transit Operating Budget – Contingency
(10%)
600-90-915-6070.60 $148,442
Total Estimated Agreement Cost $1,484,420
BACKGROUND/DISCUSSION:

On November 12, 2025, the City awarded Agreement No. 4426 to Air Products and Chemicals Inc. (Air Products) under RFP No. 25-12 (Attachment A), to provide a Temporary Hydrogen Refueling Solution. However, the City and Air Products failed to reach an agreement on legal terms regarding damages and liability. Staff immediately contacted the secondary vendor, BayoTech, Inc. (BayoTech), whom the City evaluated as the second-highest qualified vendor in the RFP process. BayoTech indicated they no longer wished to work with the City to provide a hydrogen refueling solution.

In February 2026, a hydrogen trailer explosion occurred in San Bernardino County, creating a critical hydrogen shortage and causing over sixty percent (60%) of California’s hydrogen fueling stations to go offline. To maintain and operate Montebello Bus Lines’ (MBL) three (3) hydrogen fuel cell electric buses (FCEBs), staff engaged multiple hydrogen providers, including ZeroUp Energy. The City entered into Agreement No. 4414 with ZeroUp Energy (Attachment B) in accordance with Montebello Municipal Code (MMC), Chapter 3.20.050(H) – Conformance with Bidding Procedures, Professional Services: Nothing shall be construed to preclude the city from awarding a written contract for professional type services, as defined by case or statutory law, without complying with the provision of this article. The term "professional services" means services entailing a high degree of specialized technical or mental skill, in a recognized field of expertise, such as hydrogen fueling infrastructure, leak detection standards, and hazardous

CITY COUNCIL AGENDA REPORT - MEETING OF JUNE 24, 2026

material and safety codes.

Staff utilized this section of the municipal code to procure urgent temporary hydrogen fueling services, and engineering and permitting support to rapidly deploy a trailer-based fueling system. Since ZeroUp Energy was identified as a qualified vendor specific to RFP No. 25-12, staff engaged this vendor to provide a longer-term temporary hydrogen refueling solution to sustain MBL’s FCEB fleet.

On May 28, 2026, ZeroUp Energy submitted its Best and Final Offer (BAFO) for a Temporary Hydrogen Refueling Solution in accordance with the City’s procurement procedures (Attachment C). The new proposal offers specialized services tailored to MBL’s FCEB fleet demands, including mobile nozzle-only fueling, fueling with compression-assisted dispensing, and a phased deployment with a future transition strategy. In addition, the proposal allows MBL to maintain operational flexibility and minimizes infrastructure impacts.

The proposal also demonstrates that ZeroUp Energy thoroughly understands MBL’s operational needs and goals. Furthermore, ZeroUp Energy highlighted its dedication to meeting all safety and regulatory compliance standards. Specifically, ZeroUp Energy adheres to a variety of requirements including, but not limited to, NFPA 2 and NFPA 55 requirements, SAE fueling and hydrogen purity standards, IFC and IBC temporary equipment placement requirements, and CGA high-pressure gas handling guidance.

ZeroUp Energy’s multidisciplinary team offers expertise in mobile hydrogen fueling operations and deployment, hydrogen logistics and fuel supply coordination, operator and first-responder training, and hydrogen station development and commissioning.

Although the City did not initially select ZeroUp Energy during the RFP process, the firm possesses the experience and knowledge necessary to fully satisfy MBL’s hydrogenpowered fleet needs. Currently, ZeroUp Energy maintains active agreements with public and private agencies throughout California, including Omnitrans, Cummins, Inc, H2B2 Electrolysis Technologies (H2B2), and Stanislaus Regional Transit Authority (StanRTA).

This proven track record confirms ZeroUp Energy’s ability to provide reliable, high quality hydrogen fueling services. Therefore, staff recommend that the City Council approve Agreement No. 4522 (Attachment D) with ZeroUp Energy for a Temporary Hydrogen Refueling Solution to sustain MBL’s operations and ensure optimal transit service.

ENVIRONMENTAL:

N/A
ANALYSIS:

N/A
SUMMARY:

Staff recommend that the City Council award Agreement No. 4522 with ZeroUp Energy, for a two-year term with the option for renewal of up to one (1) additional 1-year term, for

CITY COUNCIL AGENDA REPORT - MEETING OF JUNE 24, 2026

a total not-to-exceed amount of $1,484,420, to provide a Temporary Hydrogen Refueling Solution in response to RFP No. 25-12; authorize the City Manager to execute and finalize Agreement No. 4522 on the City’s behalf; authorize the City Manager to approve change orders up to an additional 10% or $148,442 of the total agreement amount; amend the FY 2026-27 adopted budget to increase appropriations by $932,420 in Account No. 600-90-915-6070.60 (Transit, Transportation, Corporate Shops, Fuel Hydrogen); and direct staff to take such additional, and related, action as may be desirable.

ATTACHMENT(S)

1. Attachment A – RFP No. 25-12

2. Attachment B – Agreement No. 4414

3. Attachment C – ZeroUp Energy BAFO

4. Attachment D – Draft Agreement No. 4522

City of Montebello
REQUEST FOR PROPOSALS (RFP) RFP 25-12

TEMPORARY HYDROGEN REFUELING SOLUTION
JULY 31, 2025

ONLINE PROPOSAL SUBMITTAL ONLY THROUGH PLANET BIDS
NOTE: Updates, changes or addendums to the RFP are posted at:
https://pbsystem.planetbids.com/portal/33072/portal-home

RFP No. 25-12
2 Montebello Bus Lines

TABLE OF CONTENT
Section Page(s)
INTRODUCTION 4
COVER LETTER 5
TIMETABLE & SCHEDULE OF EVENTS 6
PROPOSAL SUBMISSION CHECKLIST 7
SECTION 1 - INSTRUCTIONS TO PROPOSERS 8
Proposal Format and Submittal
Examination of Proposal Documents
SECTION 2 - GENERAL TERMS AND CONDITIONS 9-18
Addenda
Clarifications
Discrepancies and Misunderstandings
Withdrawals of Proposal
References
Proposal Signatures
Pre Contractual Expenses
City of Montebello Rights
State Credentials and Taxes
Responsibility for Compliance with Legal Requirements
Confidentiality and Public Record
Joint Offers
Company Personnel
Single Proposal Response
Protest Procedures
Incorporation of Proposal into Agreement
Time of Completion
Payment
Contract Documents
Scope of Contract
Performance of Work
Award of Contract
Point of Contact
Evaluation of Proposals
Proposal Evaluation Criteria
SECTION 3 - OTHER REQUIREMENTS 18-20
Licensing and Permit Requirement
Liquidation Damages
Bond Requirements
SECTION 4 – FTA REQUIREMENTS 20

RFP No. 25-12
3 Montebello Bus Lines
SECTION 5 – SCOPE OF WORK 20-35
SECTION 5 - QUALIFICATIONS 35-36
SECTION 6 - FORM OF CONTRACT 36-47
SECTION 7 - FORMS AND CERTIFICATIONS 47
Letter of Transmittal 47-62

EXHIBITS
Exhibit A - Indemnification and Hold Harmless Agreement and Waiver of Subrogation and Contribution
Exhibit B – References
Exhibit C – Insurance
Exhibit D – Cost Proposal Sheet
Exhibit E – Statement of Disadvantaged Business Enterprise Participation Exhibit F – Bidder’s List of Subcontractor (DBE and Non- DBE) Exhibit G – Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions
Exhibit H – Performance Guarantee Certification
Exhibit I – Performance Bond
Exhibit J – Irrevocable Standby Letter Of Credit Certificate Exhibit K – Bank Draft

RFP No. 25-12
4 Montebello Bus Lines

INTRODUCTION
The City of Montebello (City) is soliciting proposals from highly qualified contractors to provide a temporary hydrogen refueling solution (THRS) for Montebello Bus Lines (MBL).

This includes provision of equipment, THRS installation services, THRS maintenance, and fuel supply services necessary for the operation of the buses until a permanent station is commissioned. The THRS is expected to be fully commissioned and available to MBL for fueling 3 buses in late 2025. The fleet may grow to up to six buses before a permanent hydrogen fueling station is installed at MBL. After the permanent station is commissioned, the THRS will be decommissioned by the contractor and removed from the property. MBL is expecting a compact, integrated solution that will meet the fueling performance requirements of an FCEB fleet of six buses while minimizing the amount of fixed permanent infrastructure installed at the site. It is essential for the city to have a reliable fuel source as it transitions to zero-emission technology to ensure the city provides dependable and sustainable public services to the residents of Montebello and neighboring communities
The city operates MBL to provide reliable and efficient public transportation services to the residents of Montebello and neighboring communities. As the third-largest municipal bus system in Los Angeles County, MBL proudly serves 1.8 million passengers a year throughout the communities of Alhambra, Bell Gardens, San Gabriel, Boyle Heights, Commerce, Downtown Los Angeles, East Los Angeles, La Mirada, Montebello, Monterey Park, Pico Rivera, Rosemead, South Gate, and Whittier.

As of 2025, MBL operates a fleet of sixty-six buses, inclusive of a contingency reserve fleet of seventeen buses. MBL strives to be at the forefront of efforts to reduce transit fleet emissions and plans for a full transition to zero-emission vehicles by 2040.

Delivery of the three FCEBs is scheduled for mid-September 2025. MBL is currently conducting planning efforts for constructing a large-scale hydrogen fueling infrastructure to support 66 FCEBs.

The city seeks to form a partnership with a vendor committed to delivering exceptional results while adhering to safety and environmental standards. The City reserves the right to delete any item from the contract. In addition, the City reserves the right to reject any or all proposals, to waive information or irregularities to the extent permitted by law in any proposal received, and to be the sole judge of the merits of the respective proposals received.

RFP No. 25-12
5 Montebello Bus Lines
DATE:

ATTENTION:

SUBJECT:

TITLE:

July 31, 2025

PROSPECTIVE PROPOSERS
REQUEST FOR PROPOSAL (RFP) NO. 25-12
CITY OF MONTEBELLO and MONTEBELLO BUS LINES

TEMPORARY HYDROGEN REFUELING SOLUTION SERVICE
The City of Montebello (City) and Montebello Bus Lines (MB), invite proposals from fully qualified and experienced contractors, licensed in the State of California, to provide equipment, THRS installation services, THRS maintenance, and fuel supply services necessary for the operation of the City’s up to six hydrogen fuel cell electric buses. The equipment needs to be able to support six buses, but the maintenance and fuel supply services should assume three buses in operation.

The term of the proposed agreement shall be a three year with the option of two (2) additional one-year terms commencing upon the date of execution between the City and the successful vendor.

A Pre-Proposal Meeting will be held on Thursday August 14, 2025. The meeting will convene at 2:00pm Pacific Standard Time in the Transportation Building located at 400 South Taylor Avenue, Montebello. A Facility Walk through will follow the meeting.

It is highly recommended that all potential proposers (“Proposers”) attend this important meeting. All correspondence, communications, and contact concerning any aspect of this solicitation or offers shall be only with the following person [or his designated representative if applicable] (hereinafter, the “City’s Point of Contact”).

Name: Mark Jimenez
Title: Transit Administration Manager
Address: 400 S. Taylor Ave.

Montebello, CA 90640
Telephone: (323) 558-1625 ext.1105
E-mail: [email protected]
Only substantive inquiries will receive a response. All substantive questions submitted in writing as outlined below will be responded to according to the guidelines contained herein. Responses will be in writing and will be provided to all prospective Proposers and placed on the City’s website. Responses to questions or comments regarding this RFP provided by any other department, employee, or City department other than the City’s Point of Contact set forth above shall not be considered valid and the City will not be bound by any such comments or responses. Inquiries received via telephone or orally inperson will not receive a response.

RFP No. 25-12
6 Montebello Bus Lines
Proposals must be received by 2:00pm Pacific Standard Time (PST), on September 11, 2025, and submitted in accordance with the instructions contained in this RFP.

No exceptions will be granted regardless of reason or circumstances.

All proposals must contain an original signature by an authorized officer of the company.

The successful proposer will be required to comply with all applicable Equal Opportunity Laws and Regulations. The City hereby notifies all prospective Proposers that the City will require each proposer affirmatively demonstrate that Disadvantaged Business Enterprises are afforded full opportunity to participate in the performance of contracts and sub-contracts financed in part or in whole under this RFP and will not be discriminated against on the grounds of race, color, gender, age, or national origin in consideration for an award.

The City reserves the right to reject any or all proposals, to accept all or any part of any proposal, to waive any informality or minor irregularities in any proposal received to the extent permitted by law and where such action best serves the interest of the City, and to be the sole judge of the merits of the respective proposal received.

The City and MBL is committed to ensuring that no person is excluded from participation in or denied the benefits of its programs and/or services on the basis of race, color or national origin in accordance with FTA Circular 4704.1 and Title VI of the Civil Rights Act of 1964, as amended ("Title VI"). In addition to Title VI, NTS also prohibits discrimination based on sex, age or disability.

Any person who believes he or she has been subjected to discrimination under Title VI can file a complaint with MBL. For more information on MBL’s Civil Rights Program, and the procedures to file a complaint, contact:

Name: John Soria
Title: Director of Transportation
Address: 400 S. Taylor Ave.

Montebello, CA 90640
Telephone: (323) 558-1625, ext. 1315
Fax Number:(323) 887-4643
E-mail: RideMBL.com
You may also contact the Federal Coordination and Compliance Office, Civil Rights Division at the Title VI Hotline: 888-TITLE-06 (888-848-5306) or send a letter to:

U.S. Department of Justice
Civil Rights Division
Federal Coordination and Compliance Section, NWB
950 Pennsylvania Avenue, N.W. Washington, D.C. 20530
More information on Title VI is available from the Justice Department online at www.justice.gov

RFP No. 25-12
7 Montebello Bus Lines
TIMETABLE & SCHEDULE OF EVENTS (30-90 Days)
Scheduled Tasks Scheduled Date
Issuance of RFP Thursday July 31st, 2025
Pre-Proposal Meeting Thursday August 14, 2025, 2:00PM PST Deadline to Submit Questions Thursday August 21st, 2025, 2:00PM PST Responses to Questions Provided Thursday September 4, 2025 Deadline to Submit Proposals Thursday September 11, 2025, 2:00PM PST Presentations & Intent to Award September/October

PROPOSAL SUBMISSION CHECKLIST
This checklist must be completed and returned with the Proposal. Failure to return this checklist may be cause for considering the Proposal non-responsive.

Description Section/
Page
Proposer
shall initial
1 Proposal Page # 5
2 Letter of Transmittal Page #
3 Licensing, Permits, and Certificates Page #
4 Indemnification and Hold Harmless Agreement and
Waiver of Subrogation and Contribution
Exhibit A
5 References Exhibit B
6 Insurance Exhibit C
7 Cost Proposal Sheet Exhibit D
8 Statement Of Disadvantaged Business Enterprise Exhibit E 9 Bidder’s List of Subcontractor(s) (DBE and Non-DBE) Exhibit F 10 Certification Regarding Debarment, Suspension…. Exhibit G 11 Performance Guarantee Certification Exhibit H
12 Performance Bond Exhibit I
13 Irrevocable Standby Letter Of Credit Certificate Exhibit J 14 Bank Draft Exhibit K

OPTIONAL ITEMS
15 Requests for exceptions or deviations. Page # 8
Company Name:

Name of Proposer initialing document
(print):

Email address of Company Contact:

Signature:

Title:

Date:

RFP No. 25-12
8 Montebello Bus Lines
SECTION 1 - INSTRUCTIONS TO PROPOSERS

PROPOSAL FORMAT AND SUBMITTAL
Proposals can be submitted via the
https://pbsystem.planetbids.com/portal/33072/portal-home Portal (accessed through the City of Montebello’s official website at
https://cityofmontebello.hosted2.civiclive.com/cms/One.aspx?portalId=58756&pageId=8 4839) up to the hour of 2:00PM PST.

All proposals must contain an original signature by an authorized officer of the company.

Proposals received after the above-mentioned date and time will not be considered.

Proposals shall not include a photocopy of the following:
· INSTRUCTIONS TO PROPOSERS,
· QUALIFICATIONS,
· SCOPE OF WORK.

Proposals shall be typed, single-spaced and submitted on 8 1/2“x11” paper. Proposals shall not include any unnecessarily elaborate or promotional material. Proposals may not be modified or corrected after being opened unless an addendum is issued requesting resubmissions. Proposals will not be valid until all information has been verified and proposers’ references have been checked. All proposals shall be accompanied by a completed and signed letter of transmittal provided as a part of this RFP.

All requests for exceptions or deviations because of this RFP shall be clearly identifiable by a separate section of the Proposer’s submitted proposal for review by the City. It shall be the City’s right to accept or reject any portion of the submitted requests.

Proposals shall be submitted in accordance with the form prescribed herein. Failure to respond in this manner may render the proposal non-responsive. Unauthorized conditions, limitations, or provisions attached to a Proposal will render the proposal nonconforming and non-responsive and may cause its rejection. The completed proposal shall be without interlineations, alterations, or erasures. Proposer submitting basic conforming proposals may choose to submit alternate proposals as complete and separate offers, if the alternate proposal offers technical or other improvements or modifications, which are to the overall benefit to the City. Any and all alternate proposals must be submitted in writing and included with the original proposal, conforming to the requirements as stated herein. No verbal modifications will be accepted.

Proposal documents shall be deemed to include by reference each and every one of the following:

1. Request for Proposal (RFP)

2. Addenda to RFP

3. Supplements to RFP

4. All other required forms

RFP No. 25-12
9 Montebello Bus Lines

EXAMINATION OF PROPOSAL DOCUMENTS
By submitting a proposal, proposer represents that: (1) Proposer has thoroughly examined and become familiar with the Scope of Work required under this RFP, (2) Proposer comprehends all conditions that may impact the proposal, (3) Proposer has reviewed all addenda, and (3) Proposer is capable of providing the equipment, goods and services necessary to perform the Scope of Work and/or meet the specifications outlined in this RFP, in a manner that meets the City’s objectives. Failure to examine the documents and inform itself shall be at the proposers’ own risk. A proposer shall have no claim against the City based upon ignorance of or misunderstanding of the RFP documents. Once the award has been made, failure of a proposer to have read all the conditions, instructions and the agreement shall not be cause to alter any term of the agreement nor shall such failure provide valid grounds for a Proposer to withdraw its proposal or to seek additional compensation.

SECTION 2 – GENERAL TERMS AND CONDITIONS

ADDENDA
Any changes made by the city to the requirements in this RFP will be made by written addenda. Any written addenda issued to this RFP shall be incorporated into the terms and conditions of any resulting Agreement. The city will not be bound by any modifications to or deviations from the requirements set forth in this RFP as the result of oral instructions. The City reserves the right to revise or withdraw this RFP at any time and for any reason.

CLARIFICATIONS
Should a proposer require clarifications of this RFP, the proposer shall notify the contact person identified in this RFP in writing. Should the City, in its sole discretion, determine that the point in question is not clearly and fully set forth; the City will issue a written addendum clarifying the matter. Said addendum shall be posted on the https://pbsystem.planetbids.com/portal/33072/portal-home web page.

All questions, clarifications or comments must be submitted to or no later than August 21st 2025, 2:00PM (PST). No questions will be answered individually by the City or Transportation Departments.

Requests for clarification, questions and comments must be clearly posted on the PlanetBids Q & A section. The City is not responsible for failure to respond to a request that has not been submitted in accordance with this section.

Responses by the City to the clarifications, comments and questions will be communicated via PlanetBids. Every attempt will be made to provide responses to all proposers in accordance with the procurement schedule for this RFP. Inquiries received after the deadline will not be accepted and will be returned to the sender without a response.

RFP No. 25-12
10 Montebello Bus Lines
Requests for clarifications and questions should be formatted in the following manner:

1. Section

2. Paragraph number

3. Page number

4. Text of passage being questioned

5. Question

DISCREPANCIES AND MISUNDERSTANDINGS
Proposing companies must satisfy themselves by personal examination of any work site, drawings, Scopes of Work and by any other means as they may believe necessary, as to the actual physical conditions, requirements and difficulties under which the work must be performed. No proposing company shall at any time, after submission of the proposal, make any claim or assertion that there was any misunderstanding or lack of information regarding the nature or amount of work necessary for the satisfactory completion of the job. Any errors, omissions, or discrepancies found in any plans, specifications, or other documents provided, shall be called to the attention of the Buyer and clarified prior to the submission of proposals.

WITHDRAWAL OF PROPOSALS
Proposers may withdraw their proposals in writing, provided that such requests are received by the City prior to the scheduled deadline for Proposal submission or within six months following the scheduled deadline for Proposal submission when no contract has been awarded.

REFERENCES
All reference information requested in this RFP and specified in the form included in this RFP must be submitted with the proposal.

At the discretion of the Evaluation Committee, the City may elect to perform site visits at the proposer’s customer locations. These optional site visits will be in addition to any presentations and/or technical demonstrations. Some or all RFP Evaluation Committee members may travel, at City expense, to sites at which finalist proposers are performing like services. The purpose of such visits shall be to provide the evaluation team with an increased understanding of the process and assess the proposer’s implementation and performance.

PROPOSAL SIGNATURES
If an individual makes the proposal, it shall be signed, and the full name and address of the proposer shall be given.

If a partnership makes the proposal, it shall be signed with the partnership name, by a member of the partnership who shall sign by name and the name and address of each partner shall be given.

RFP No. 25-12
11 Montebello Bus Lines
If a corporation prepares the proposal, the name of the corporation shall be provided and signed by two (2) duly authorized Officers and, if available, stamped with the corporate seal, and the names and titles of all officers of the corporation shall be given. If a corporation provides a certified letter stating that one (1) duly authorized officer signature is binding for the corporation, this will suffice to omit the second signature requirement in the proposal. The certificate letter is to be included in the proposal accompanied by the Letter of Transmittal.

PRE-CONTRACTUAL EXPENSES
The city will be under no obligation for payment of pre-contractual expenses. Precontractual expenses are defined as expenses incurred by the proposer in:
· Preparing the proposal in response to this request.
· Submitting that proposal to the city.
· Negotiating with the City any matter related to this proposal, and/or · Any other expenses incurred by the Proposer prior to date of award.

CITY OF MONTEBELLO RIGHTS
In its discretion, the City reserves the right to:

1. Reject any and/or all proposals for no reason or any reason including but not limited to the following:
a. The proposal is incomplete, non-responsive, obscure, irregular or lacking in necessary detail and specificity.
b. The Proposer, in the sole judgment of the City, lacks the qualifications, experience, and/or responsibility necessary to provide the services. c. The Proposer failed or neglected to complete and submit any information within the time specified by the City, and as may be otherwise required herein.

2. Reject any proposal that, in the opinion of the City, is so unbalanced in comparison to other proposals received and/or to the City’s internal estimates that it does not accurately reflect the cost to perform.

3. Accept all or any part of the proposal.

4. Cancel the entire RFP.

5. Issue subsequent RFPs; and/or

6. Waive any errors or informalities in any proposal, to the extent permitted by law.

STATE CREDENTIALS AND TAXES
The Proposer shall be appropriately licensed in accordance with the laws of the State of California for the work to be performed. The cost for any required licenses and/or permits shall be the responsibility of the successful Proposer. The successful Proposer is liable for any and all taxes due as a result of the contract.

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RESPONSIBILITY FOR COMPLIANCE WITH LEGAL REQUIREMENTS
The Proposer’s products, services, and facilities shall be in full compliance with all applicable Federal, State and local regulations, standards and ordinances, regardless of whether or not they are referred to in the RFP.

CONFIDENTIALITY AND PUBLIC RECORD
All Proposers are hereby put on notice that each Proposal received shall become the exclusive property of the City. Notwithstanding authorized exemptions and privileges, each Proposal shall be subject to disclosure according to the California Public Records Act and/or the Federal Freedom of Information Act. The City shall not in any way be liable or responsible for the disclosure if required to do so by law.

JOINT OFFERS
Where two (2) or more Proposers desire to submit in response to this RFP, they shall do so on a prime-sub contractor basis rather than as a joint venture. The City intends to contract with a single firm and not with multiple firms doing business as a joint venture.

Any proposal submitted on behalf of any form of joint venture or partnership between two (2) existing Proposers may be considered collusive and may be rejected as nonresponsive.

COMPANY PERSONNEL
It shall be the burden of the successful proposer to ensure all personnel possesses qualifications and/or experience. All personnel required in performing the services herein shall be secured at the expense of the successful proposer. Personnel shall not be employees of or have any contractual relationship with the City. Successful proposer’s personnel shall always conduct themselves in a professional manner to all City employees. Rude or discourteous behavior by the successful proposer will not be tolerated and the offense can be justification for termination of contract. All subcontractors of successful proposer shall abide by all the requirements set forth in this section.

SINGLE PROPOSAL RESPONSE
If only one proposal is received in response to this RFP, a detailed cost/price proposal may be requested of the proposer. A cost or cost and price analysis and evaluation and/or audit of the cost may be performed in order to determine if the price is fair and reasonable.

If the City determines a cost analysis is required, proposer must be prepared to provide, upon request, cost summaries of estimated costs (i.e. labor, equipment, supplies, overhead costs etc.) and documentation supporting all cost elements.

PROTEST PROCEDURES
All protests must be filed in accordance with the following:

1. The protest must be in writing and identify the solicitation (RFP) number.

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2. The protest must be submitted by some return receipt method or guarantee of delivery that insures that the protest was received in a timely manner. The City is not responsible for lost or delayed deliverables.

3. The party’s standing to protest must be identified.

4. Identification of the specific provision, law, regulation, specification, procedure or policy violated.

5. A statement of the relief requested.

Protests related to the content of the RFP shall be received no later than ten (10) days before the Proposal due date. Protests related to matters other than the content of the RFP shall be received no later than five (5) days after proposal opening. If the Protest does not comply with the preceding requirements it may not be evaluated and may be returned to the Protestor.

All protests shall be submitted to the contact person identified in this solicitation. If the solicitation is funded with Federal Transit Administration (FTA) monies, a protest may be filed with the FTA. However, the FTA only accepts protests alleging that a grantee failed to have written protest procedures or did not comply with those procedures or protests that involve a conflict of interest or fraud.

INCORPORATION OF PROPOSAL INTO AGREEMENT
This RFP and the proposer’s response, including all promises, warranties, commitments and representations made in the successful proposal, shall be binding and incorporated by reference in the City’s contract with the successful proposer.

TIME OF COMPLETION
The Contract time shall commence from the date on the Notice to Proceed (NTP) as authorized in writing by the City. The services shall be completed within the time period specified in the Request for Proposal. In case the services under the terms of these provisions and related professional contract shall be necessarily delayed because of strike, injunctions, government controls, or by reasons of any cause or circumstances beyond the control of the successful vendor (the “Vendor”), the time of completion shall be extended by a number of days to be determined in each instance by mutual agreement between the Vendor and MBL.

PAYMENT
A separate invoice, referencing the respective purchase order number, shall be issued in duplicate for each invoice shown in the payment schedule, and addressed to: City of Montebello, Attn: Accounts Payable, 1600 West Beverly Boulevard, Montebello, California, 90640.

Payment will be made within thirty (30) days after acceptance and approval of invoice.

Payment Schedule: Monthly
Provide (1) One invoice monthly.

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CONTRACT DOCUMENTS: ORAL CHANGES / CONTRACT TERMINATION Oral Changes: Oral changes and oral change orders are not permitted. All proposed changes must be submitted in writing to, and approved by, MBL prior to becoming a contract modification.

Contract Termination: MBL may terminate any resulting contract for convenience at any time by giving the Vendor five (5) days’ written notice thereof. Upon termination, MBL shall pay the Vendor his allowable cost incurred to date of termination, and those costs deemed reasonably necessary by MBL to affect such termination, determined in accordance with Part 1-

8.705-1 of the Federal Procurement Regulations (41CFR 1-8) or other applicable portion(s) of said Regulations. In addition, MBL shall pay the Vendor a percentage of the project, which relates to contract work accomplished to date of termination. The effective date of termination shall be the date of Notice of Termination.

In the event the Vendor breaches the terms or violates the conditions of the contract, and does not within ten days, thereafter, cure such breach of violation, MBL may immediately terminate the Contract for default. The vendor shall be liable for all costs incurred by MBL because of such default.

SCOPE OF CONTRACT
The Vendor shall provide all services necessary as per the Scope of Work described in this Request for Proposal.

PERFORMANCE OF WORK
It is the intent of these specifications to provide only services of the highest quality. The cost to be quoted and submitted shall include all items of service and any other costs necessary to fully complete the work pursuant to the provisions. It is the aim of these specifications that the Vendor provide complete services of the type prescribed. Any items omitted from such specifications which are clearly necessary for the completion of such services shall be considered a portion of such services, although not directly specified or called for in these specifications. No advantage shall be taken by the Vendor in the omission of any detail which goes to make the services complete, even though such detail is not mentioned in these specifications.

AWARD OF CONTRACT
The contract resulting from this RFP (or the “Agreement”) will be awarded to the responsive and responsible proposer whose proposal, conforming to the requirements of the RFP, is determined to be the most advantageous (“Best Value” as described in the Federal Transit Administration Circular 4220.1F) to the City, based on the Evaluation Criteria. No agreement shall exist until the City Council or the City Manager has awarded the Agreement and it has been mutually executed. The City reserves the right to:
(a) Accept all or any part of a proposal;

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(b) Reject any or all proposals for any reason;
(c) Waive any informality or minor errors to the extent permitted by law; (d) Award the Agreement as the interest of the City may require; (e) Cancel the entire RFP; or
(f) Issue subsequent RFPs.

An Evaluation Committee comprised of MBL staff, in accordance with the proposal Evaluation Criteria set forth in Evaluation Criteria section of this RFP, will evaluate all the proposals. During the evaluation period, the City may interview some or all the proposing firms. Proposers should be aware; however, that award may be made without interviews or further discussions.

The City may negotiate contract terms with the selected proposer prior to award, and expressly reserves the right to negotiate with several Proposers simultaneously and, thereafter, to award a contract to the Proposer offering the most favorable terms to the City. However, negotiations may or may not be conducted with Proposers; therefore, the proposal submitted should contain the most favorable terms and conditions, since the selection and award may be made without discussion with any proposer.

No agreement shall exist until the City Council or City Manager has awarded the Agreement and it has been mutually executed. The City reserves the right to reject any and all proposals for any reason, to waive any informality or minor errors as determined by the City in any proposal and to award the Agreement as the best interests of the City may require. The award, if any, may be made by the City within ninety (90) calendar days after the opening of the proposals.

POINT OF CONTACT
This RFP is issued by the City, and the Administration Manager will be the sole point of contact (“Point of Contact”) during the RFP submission and procurement process.

Communications initiated by respondents to this RFP with members of the City Council, or officers, personnel or employees of the City, other than as coordinated by the Point of Contact, may be grounds for disqualification. Any inquiries or requests during this submission or procurement process shall be submitted in writing to the following Point of Contact:

City of Montebello Transportation Department
Attention: Mark Jimenez
Title: Administration Manager
400 South Taylor Ave.

Montebello, CA 90640
(323) 558-1625 ext. 1105
Email: [email protected]
If the Point of Contact determines a response to any such inquiry is warranted, said response will be issued to all prospective Proposers via PlanetBids.com

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EVALUATION OF PROPOSALS
MBL uses a selection process in which proposals contain both price and qualitative components, and award is based upon a combination of price and qualitative considerations. Qualitative considerations may include experience and qualifications, technical approach, quality of proposed personnel, and/or management plan. The award selection is based upon consideration of a combination of technical and price factors to determine the offer deemed most advantageous to MBL.

An evaluation committee will be appointed to review all proposals. The committee will be comprised of MBL staff. Committee members will initially evaluate each proposal using the pass or fail criteria identified herein. Proposers who pass this first stage of testing will progress to the next step in the evaluation.

MBL will evaluate the offers based on the following criteria: Pass/Fail Criteria • Proposer has demonstrated the ability to meet the insurance requirements described in the Agreement. Proof of ability, for example a sample certificate with another agency, or a statement that the proposer can meet the insurance requirements in the RFP should be attached to proposal. • Proposer has demonstrated evidence of good standing. If the proposer is a corporation or limited liability company, provide evidence that it is in good standing in the state of its incorporation/organization and qualified to do business in California. If the Proposer is a partnership or joint venture, provide such evidence for all partners or members. The evidence provided must be in the form of (i) an official certificate of good standing issued by the state of incorporation/organization and (ii) qualification to do business issued by the California Secretary of State. If the proposer is operating under a fictitious name or trade name, provide evidence that the proposer has filed for and/or registered the fictitious name with the county where the proposer’s business is located.

On the completion of the initial Pass/Fail review, the committee will evaluate proposals using the two-step process. Qualitative considerations will be reviewed and scored first without attention to the price. The committee will then present the cost and price proposals and evaluate and score them accordingly. During the qualitative evaluation, the committee, at its sole discretion, may contact any or all the proposers with specific questions or requests for clarification. After both the qualitative and cost/price proposals have been evaluated and scored, the committee will arrive at a “comprehensive proposal score” for each proposal. A list of top-ranked proposals within a competitive range will be developed based upon the total comprehensive scores provided by committee members.

At this time, the committee may decide that the evaluation process is complete and submit a final recommendation to the Director of Transportation.

The committee may ask the proposers to consider the dialog of negotiations and revise their proposals. A deadline will be set for the submission of the revised proposals. If a Proposer is unable to meet the deadline or chooses not to revise its proposal, its existing

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proposal will be rescored along with revised proposals in the same manner as the original proposals.

EVALUATION CRITERIA
The award will be made to the Offeror whose proposal offers the best value to the City.

Proposals that meet the pass/ fail criteria now will be evaluated in accordance with the following criteria:

QUALITATIVE CONSIDERATIONS
The proposer’s Qualitative Proposal will be evaluated based on the following factors, each having the weighted value set forth below (100 potential points in total):
1 Project Management Plan
The proposal shall contain a detailed explanation of the project and not a reiteration of the RFP itself. The information offered should be a compendium of the proposer’s knowledge of the standards outlined in the Scope of Work.
20 points
2 Proposed Project Team
Qualifications and experience of management and staff and other personnel; comprehensiveness of plan and team’s familiarity with the provision of hydrogen refueling services.
10 points
3 Qualifications and Experience
Demonstrate experience completing hydrogen refueling services of the same or similar magnitude. Presentation of a catalog of hydrogen refueling services experience and expertise most advantageous to the City.
25 points
4 Technical Approach
Vendor will submit with their proposal a narrative description of the technical approach to fueling the buses. The narrative description shall include how the system is designed to achieve or exceed the minimum performance requirements, maximize uptime for equipment, minimize fuel supply disruptions, and minimize fuel costs. Understanding of the RFP requirements and illustrating the ability to meet performance objectives, compliance with all technical and administrative requirements, financial viability, accounting, and reporting. 30 points
TOTAL 85
points
Price Considerations
The Price proposals will be evaluated as follows:

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6 Price
The proposer’s price proposal will be compared to the proposal with the Best Value to the City. The best value responsive price will receive the total weighted value for this criterion. This will be inclusive of the equipment, design, installation, fuel, and O&M services. 15 points
TOTAL 15
points
SECTION 3 - OTHER REQUIREMENTS

LICENSING AND PERMITS
The Vendor shall be licensed, bonded, and experienced in performing the services described in the Scope of Work and shall provide evidence of current licensing and permits as required by local, State, and Federal regulations in providing such services.

LIQUIDATION DAMAGES
MBL commits to working cooperatively with the Vendor to resolve personnel and Contract performance challenges as they may arise, however, certain proven contractual violations may result in the assessment of liquidated damages at MBL’s discretion.

Whenever assessed, the Vendor will provide a credit letter in the amount specified to be applied to a subsequent invoice. Each such credit letter will include information concerning the date, time and nature off the violation(s), the amount assessed for each and the total amount credited. Failure to comply with any aspect of the Scope of Work may result in a credit to MBL of $500.

BOND REQUIREMENTS
Bid Guarantee
The Vendors shall furnish a bid guarantee in the form of a bid bond, or certified treasurer’s or cashier’s check issued by a responsible bank or trust company, made payable to the City. The amount of such guaranty shall be equal to 10% of the bid price.

In submitting this bid, it is understood and agreed by the Vendor that the City reserves the right to reject all proposals, or part of any proposal, and it is agreed that the Bid may not be withdrawn for a period of (90) days subsequent to the opening of the proposals, without the written consent of City.

It is also understood and agreed that if the undersigned bidder should withdraw any part or all of his bid within (90) days after the bid opening without the written consent of the City, or refuse or be unable to enter into an agreement as provided above, or refuse or be unable to furnish adequate and acceptable Performance and Payment Bonds, or refuse or be unable to furnish adequate and acceptable insurance, as provided above, it shall forfeit its bid guarantee to the extent City’s damages occasioned by such withdrawal, or refusal, or inability to enter into an agreement, or provide adequate security thereof.

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It is further understood and agreed that to the extent the defaulting Vendor's bid guarantee shall prove inadequate to fully recompense the City for the damages occasioned by default, then the undersigned Vendor agrees to indemnify the City and pay over to the City the difference between the bid guarantee and City’s total damages so as to make City whole.

The undersigned understands that any material alteration of any of the above or any of the material contained herein, other than that requested will render the bid unresponsive (Exhibit H. Performance Bid Guarantee). A copy of the bid bond can be submitted via the https://pbsystem.planetbids.com/portal/33072/portal-home Portal.

Performance Guarantee
A Performance Guarantee in the amount of 75% of the Agreement value is required by the City to ensure faithful performance of the Agreement. Either a Performance Bond or an Irrevocable Standby Letter of Credit shall be provided by the Vendor and shall remain in full force for the term of the Agreement.

The successful Vendor shall certify that it will provide the requisite Performance Guarantee to the City within ten (10) business days from Agreement execution (Exhibit I.

Performance Bond). The City requires all Performance Bonds to be provided by a fully qualified surety company acceptable to the City and listed as a company currently authorized under 31 C.F.R. part 22 as possessing a Certificate of Authority as described hereunder. The City may require additional performance bond protection when the contract price is increased. The increase in protection shall generally equal 100 percent of the increase in the contract price. The City may secure additional protection by directing the Vendor to increase the amount of the existing bond or to obtain an additional bond.

If the Vendor chooses to provide a Letter of Credit as its Performance Guarantee, the City shall furnish with its bid, certification that an Irrevocable Standby Letter of Credit will be furnished should the Bidder become the successful Vendor. The Vendor shall also provide a statement from the banking institution certifying that an Irrevocable Standby Letter of Credit for the action will be provided if the Contract is awarded to the Bidder. The Irrevocable Stand-By Letter of Credit will only be accepted by the City if:

1. A bank in good standing issues it. The City will not accept a Letter of Credit from an entity other than a bank.

2. It is in writing and signed by the issuing bank.

3. It conspicuously states that it is an irrevocable, non-transferable, “standby” Letter of Credit.

4. The City is identified as the Beneficiary.

5. It is in an amount equal to 100% of the Contract first year value. This amount must be in U.S. dollars.

6. The effective date of the Letter of Credit is the same as the effective date of the Contract.

7. The expiration date of the Letter of Credit coincides with the term of this Agreement.

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8. It indicates that it is being issued to support the obligation of the Vendor to perform under the Contract. It must specifically reference the Contract between the City and the Vendor the work stipulated herein.

The issuing bank’s obligation to pay will arise upon the presentation of the original Letter of Credit and a certificate and draft (similar to the attached forms contained in Exhibit J.

Irrevocable Stand-By Letter of Credit Certificate and Exhibit K. Bank Draft) to the issuing bank’s representative at a location and time to be determined by the parties. This documentation will indicate that the Vendor is in default under the Contract.

SECTION 4 – FEDERAL TRANSPORTATION ADMINISTRATION – CLAUSES,

TERMS AND CONDITIONS

INCORPORATION OF FTA TERMS
The following provisions include, in part, certain Standard Terms and RFP 25-12 Temporary Hydrogen Refueling Solution Service Conditions required by the Federal Transit Administration (FTA), whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by FTA, as set forth in FTA Circular 4220.1 and in accordance with the FTA federal clauses as outlined in the Master Agreement hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this contract. The Vendor shall not perform any act, fail to perform any act, or refuse to comply with any MBL requests which would cause MBL to be in violation of the FTA terms and conditions.

PLEASE REFER TO ATTACHMENT A OF THIS PACKAGE ON PLANETBIDS.

PROPOSER NEEDS TO FILL AND COMPLY WITH FTA REGULATIONS.

SECTION 5 – SCOPE OF WORK
Definitions: Any terms not sufficiently described in the Definition of Terms in this RFP may be found in the U.S. Department of Energy’s Office of Energy Efficiency and Renewable Energy Hydrogen and Fuel Cell Technologies Office glossary at energy.gov/eere/fuelcells/glossary
Authority Having Jurisdiction (AHJ). The local entity that has the authority and responsibility for developing, implementing, maintaining, and overseeing the qualification process within its organization or jurisdiction.

Dispensing Event. Each fueling event will begin with a pressure pulse and a NFPA 2 compliant leak test. The time to complete a dispensing event will be inclusive of all activities between the authorization to dispense, reaching the target pressure, and entering a status to safely disconnect the nozzle.

Temporary Hydrogen Refueling Solution (THRS). A hydrogen refueling solution with

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limited fixed infrastructure that can be easily removed at the end of its deployment. It does not need to be mobile during operations.

Original Equipment Manufacturer (OEM). Generally perceived as a company that produces
parts and equipment that may be marketed by another manufacturer.

State-of-Charge (SOC). The extent to which the bus has been fueled with hydrogen, whereby 100% is defined as 24 grams per liter in the onboard fuel storage system when equilibrated at 350 bar pressure and 15 degrees Celsius (15° C). SOC is defined as the proportional mass attained, as a percentae of mass possible at 100% SOC.

Scope of Work
This section describes the work required from Contractor under this procurement. MBL will work with Contractor to finalize the Agreement. Upon execution of the Agreement, MBL will issue a Notice to Proceed (NTP) to Contractor.

Task 1: Project Management
Contractor must provide project management services throughout the course of the project.

Task 1.1: Kickoff Meeting
A. Contractor, with MBL, shall coordinate and hold an in-person kickoff meeting regarding the THRS. This meeting will be held to review the project scope, schedule, price, roles, and responsibilities. Contractor will propose a plan and schedule to MBL, which will be reviewed and approved prior to Contractor commencing with the preliminary design.

B. Contractor shall examine the project site and acquaint itself with site conditions, existing structures, existing utility lines, roads approaching the site, and all other existing conditions.

Task 1.2: Project Management from Kickoff Meeting through Station Acceptance Contractor shall participate in various project management activities with MBL during the period from Kickoff Meeting to Station Acceptance.

A. Contractor shall participate in on-site meetings with MBL as needed to review site conditions, access requirements, installation progress, and confirmed or potential utility conflicts.

B. A detailed project schedule including equipment delivery and installation milestones must be published to MBL’s satisfaction within two (2) weeks of contract award.

C. Contractor shall be available for a minimum one-hour conference call per week and shall provide status updates and schedule review. This is applicable from initial contract signature through performance testing. Contractor shall provide web conferencing services for each meeting and submit minutes to MBL within one (1) week of each meeting.

D. Contractor shall provide all necessary submittals, equipment drawings, and

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installation schedules to MBL required for the completion of the project.

E. Contractor shall provide a written installation summary to MBL. Written summaries are to be transmitted via e-mail every week, no later than the Tuesday following the prior represented Monday-Friday work week. At a minimum, the following information must be provided in the summary of the applicable week:
a. Tasks begun
b. Tasks completed
c. MBL or other local AHJ inspections undertaken and status d. Listing of all subcontractors performing work over the subject period e. Safety or security incidences or close calls
f. Any events or occurrences affecting overall project schedule g. Prospective Change Orders identified by Contractor
h. Attached photographs of all disturbed areas, and notable improvements i. Staff of contractor and subcontractors and installation equipment expected to be on-site the following week
Task 2: Design and Permitting
Contractor shall submit a preliminary and final site design for the project. Contractor shall provide all necessary submittals, drawings, and installation schedules required for the completion of the project to MBL.

Task 2.1: Site Design
Contractor shall finalize and prepare equipment schematics and a site layout. This process will go through two phases of review: preliminary and final design.

Task 2.1.1: Preliminary Design
For the preliminary design review, Contractor shall deliver a site concept to MBL for the agency’s review and approval which includes initial layouts, drawings, spacing estimates, equipment requirements, and other necessary documentation. During the preliminary design phase, Contractor shall coordinate with MBL for approval of the final location of the THRS.

Contractor shall provide a Safety Plan in accordance with the most recent version of the Hydrogen Safety Panel’s guide for Safety Planning and Hydrogen Fuel Cell Projects at https://h2tools.org/bestpractices/safety-planning.

The Safety Plan shall include a site and equipment safety review and define hazardous areas and any other safety concerns relative to applicable codes, such as California Fire Code (CFC), and NFPA 2, addressing how these will be handled and mitigated in accordance with AHJ requirements.

Contractor shall provide MBL with standard operating procedures and response protocols that will be incorporated into Citywide Emergency Response Plan (ERP) for any emergency situations that may occur during the operation or maintenance of the THRS.

This information must be submitted to MBL no later than eight (8) weeks prior to the scheduled commissioning of the equipment. This deadline is intended to facilitate questions, comments, and provide time for MBL to incorporate said language into the

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overall property ERP. Contractor shall submit this information earlier if an ERP is required by AHJ for permitting. MBL requires six (6) weeks to incorporate this information into the ERP.

Task 2.1.2: Final Design
Following receipt of MBL’s comments and approval of the Preliminary Design, Contractor shall prepare and submit for MBL’s final approval a complete design plan set, as well as all associated studies, calculations, data sheets, and supporting documentation. The final plan must be sufficiently detailed to submit for local AHJ review. It is at MBL’s sole discretion to provide additional comments to the complete design set.

Contractor shall work with MBL to address the following Site Design Requirements as part of Task 2.1.

Site Design Requirements
MBL shall prepare the site to accept the THRS. The existing structure on the property will be removed by MBL.

Contractor shall incorporate into their design security considerations as required by applicable codes, standards, best business practices for such equipment, and restrictions to unauthorized use.

A. Backup Power
a. Backup power is not required for the THRS.

B. Bus Specifications
a. Contractor shall design the system to support Xcelsior CHARGE FC™ buses with the OEM-stated specifications. Please see Table 1 for further vehicle details and specifications from manufacturer.
b. Hydrogen fuel storage systems on the FCEBs (procured by others) will comply with all appropriate SAE standards and requirements.

Table 1. Bus specifications
Mass Stored per bus 5 tanks
Total mass: 37.5 kg
(XHE40)
Fill Pressure per bus Settled pressure @ 35
MPa
Usable Mass per bus 95% to 96%
Number of Cylinders p/bus 5 tanks (XHE40)
Volume per cylinder/bus 312L/1,560L

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Cylinder Type Category Type 4 Composite
Fuel Economy (Varies: Bus
Size, Route, Speed, HVAC)

10.6 mi/kg
Average Daily Fuel
Consumption per bus (3
FCEB fleet)
18 kg
Maximum Daily Fuel
Consumption per bus
30 kg
Fleet Average Daily Fuel
Consumption (3 FCEB fleet)
54 kg
Fueling Receptacle TN 1 HF with IrDA
communication (using a
TK 16 HF nozzle)
TN 5 (a second receptacle
for future use with a TK 25
nozzle. Not intended for
use with this system.)
C. Crash Protection
a. Contractor shall provide recommendations for crash protection. Crash protection shall be installed by MBL or another firm contracted by MBL.

D. Dispenser
a. Fuel dispenser must be provided with an integrated bicolor (green, red) local indicator. The purpose is to provide real-time status of dispenser operability and fueling system to local operations for efficiency. Colors shall represent the following states:
i. Green – System is operating without errors or faults and can dispense fuel on- demand.
ii. Red –System is inoperable.
b. Dispenser and fueling nozzle(s) shall include grounding interfaces with the TN1 HF receptacle on specified buses so that only two (2) connections are made between the dispenser and buses, one for grounding and the other to connect the dispenser to the bus. c. The project will fuel buses in accordance with SAE J2601-2. d. Fueling flow meter accuracy must be within + or – 3% to effectively measure fuel dispensed.
e. Digital display must register mass of fill at completion of fill E. Emergency Action and Response Plans (ERP)
a. Contractor shall provide MBL with standard operating procedures or response protocols that will be incorporated into MBL’s ERP for any emergency situations that may occur during the operation or maintenance of the station.

F. Emergency Shutdown

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a. An Emergency Shutdown System (ESS) shall be provided that when activated, shall stop all station operations and notify MBL staff. b. At least one (1) Emergency Shutdown Device (ESD) button should be remotely located so the system can be shut down without requiring personnel to be adjacent to the equipment or fueling position. The locations of the remote (ESD) devices will be determined during pre-installation meetings to the approval of MBL, AHJ, and Contractor.
c. The ESS will include flame and hydrogen leak detectors as required by the safety reviews and site conditions.
d. ESS detection devices triggered falsely or in error must be corrected by Contractor. Repeated falsely triggered devices must be replaced with an alternate approved device as a means of eliminating false alarms.

G. Estimated Fuel Consumption
a. Based on MBL’s preliminary analysis for a fleet of three (3) 40’ FCEBs, MBL’s projected daily fuel consumption is estimated to be 53.1 kg. The system must be able to support this throughput for two consecutive days before performing a trailer swap.

H. Hydrogen Leak and Flame Detection
a. Contractor shall provide gas and flame detection safety devices for the THRS.

All hydrogen and flame detection sensors and related equipment shall have backup battery power to ensure continued operation should there be a loss of grid power. The detection system shall also include visible and audible alarms and remote monitoring capability.

I. Lighting
a. Contractor to evaluate existing lighting at the facility. If Contractor identifies any non-compliant lighting within the classified zone for the THRS, Contractor must notify MBL. Contractor must provide recommendations to MBL if additional lighting may be necessary to comply with OSHA requirements.

J. SCADA Integration
a. Installed equipment must be capable of Supervisory Control and Data Acquisition (SCADA) integration. Materials or equipment necessary to achieve such integration is considered within scope. Contractor shall provide a means for remote monitoring of fueling system operation, fuel level, and emergency shutdown (ESD) status.

K. Supply Inert Air/Gas
a. The supply of instrument air and/or inert gas for any purposes specific to Contractor-supplied equipment during installation and station operation shall be Contractor’s responsibility. This includes but is not limited to actuation of valves and controls, purging of piping, tubing, and equipment during maintenance and commissioning.

L. Utility Improvements
a. Contractor shall coordinate with MBL to ensure electrical capacity is sufficient and to confirm the type of conduit connections and the location of the connection to Contractor’s equipment. MBL will bring the electrical power (if needed) to the location of the THRS. MBL will be responsible for providing conduit and connectors to Contractor’s equipment as specified by the

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Contractor.
b. Contractor will coordinate with MBL to ensure adequate electrical supply for the THRS is provided in compliance with NFPA 2 setback requirements within Class 1 Division 2 areas.

Task 2.2: Procure Equipment
Contractor shall execute orders for equipment, subcomponents, and materials, and make deliveries to MBL for installation. Within five (5) business days of contract execution, Contractor must identify long lead time items and work with MBL on a procurement plan.

Task 2.3: Permitting
All drawing sheets and engineering work scopes necessary for the permitting and installation of the station are considered within scope. This includes any special studies requested by applicable regulatory agencies or the local AHJ. Contractor shall include the following sheets, at a minimum, as part of Task 2.3.

Minimum Permit Package Requirements
A. Site Plan
B. Equipment Plan
C. Single Line Diagram, including load list (if needed) D. Grounding Plan
E. Additional sheets must be added per regulatory requirements, AHJ, or consistent with the overall scope of work
MBL will submit the permit application to the local AHJ(s). Additional details may be added to plans upon permit issuance only if consistent with permitted drawings and not within the AHJ’s scope of review.

MBL shall apply for, attain approval, and maintain all required permits to install and operate the station. MBL shall submit the final site design to the local AHJ(s) for plancheck review and approval, along with all applicable applications and forms. Contractor shall respond to all AHJ comments to the satisfaction of the AHJ, make necessary design revisions, and provide all supporting documentation, studies, reports, and reference materials as requested. Contractor is responsible for satisfactorily completing all applicable inspections. MBL shall successfully close all permits associated with the installation of the equipment prior to acceptance by MBL.

Task 3: Installation
MBL will prepare the site for equipment installation. Contractor shall install and make ready all fueling equipment for commissioning.

Task 3.1: Site Preparation and Equipment Installation
A. Contractor shall participate in on-site meetings with MBL to review site conditions, access requirements, installation progress, and potential utility conflicts.

B. MBL shall provide adequate staging area for Contractor during the installation

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process. Contractor shall notify MBL of their spatial requirements for a staging area a minimum of four (4) weeks in advance of the beginning of their proposed installation period.

C. MBL shall ensure written authorization is attained from the local life safety authority (typically Fire Department) prior to bringing hydrogen on site for the first time.

D. Contractor shall install the THRS and other required equipment.

E. Contractor shall make ready all fueling equipment for commissioning.

Installation Requirements
A. Special Provisions
a. Contractor shall provide all miscellaneous materials beyond the equipment assembly. This includes, but is not limited to:
i. Ground rod, grounding cable, and installation
ii. Grounding applies to both the equipment itself and a ground strap or other solution for grounding during fueling
iii. Materials external to the assembly required by codes and standards iv. Materials, equipment, appliances, and installation necessary to attain compliance with the local AHJ
B. Noise Levels
a. Contractor shall provide MBL and AHJ (if requested or necessary) noise measurement data at a distance of 5 feet (5’) from the dispensing equipment.

Measurements must be provided in decibels and maximum time elapsed. A maximum noise level in accordance with OSHA and local ordinances (below 90 dB), as well as average noise and duty cycle, must be provided as a minimum. Data may be either empirically derived or theoretical. Equipment noise in excess of disclosed data must be mitigated at Contractor’s expense.

C. Signage
a. Contractor shall provide all necessary signage for the hydrogen fueling station. This will include all safety-critical signs. Contractor shall install signage regarding access restrictions.

Mechanical Completion
The project will achieve mechanical completion when the following list has been completed and inspected by MBL staff or their representatives:

A. All equipment has been installed and anchored and is in its complete and finished state ready for commissioning.

B. All utility tie-ins are completed.

C. All electrical conductors, including power and data, have been routed and terminated in their respective lugs/terminals.

Mechanical completion must be achieved prior to beginning commissioning.

Task 4: Commissioning
Contractor shall be responsible for commissioning the station. Contractor shall test all equipment, control systems, and high-pressure lines, and conduct additional tests for fuel quality

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and particulate contamination. Equipment operation and station calibration will be tested and adjusted using MBL’s buses. After commissioning, and when 3 FCEBs are on site, Contractor shall conduct a back-to-back fueling test.

Task 4.1: Commissioning Plan
Contractor shall provide MBL with a detailed station Commissioning Plan identifying the steps, tasks, responsibilities, and schedule to start and complete the station commissioning.

A. Pass/fail criteria for commissioning activities shall be included. Contractor shall provide the plan no less than one (1) month in advance of the start of the commissioning process.

Contractor shall coordinate the scheduling of commissioning activities with MBL to minimize disruptions to regular transit service.

B. Contractor shall coordinate with New Flyer to integrate any bus-specific commissioning items into the plan. MBL shall introduce Contractor to New Flyer.

Task 4.2: Commissioning Activities
Contractor shall complete commissioning activities in coordination with MBL.

Task 4.2.1: Activities Prior to First Bus Fill
A. Contractor shall conduct a Pre-Start-up Safety Review (PSSR) prior to introducing hazardous materials on-site (i.e., H2 gas or liquid). Review will include two distinct phases:
a. Field verification of critical process documentation (i.e., P&IDs) against as-built conditions.
b. Bench review of the Safety Plan. MBL will provide facilities for the review meeting, including a conference room.

Task 4.2.2: Commissioning Activities
Inspections will be carried out by MBL to determine compliance with requirements that may be beyond the scope of jurisdictional inspections. MBL will prepare a punch list based on physical inspections, start-up tests, and functional demonstrations. The completion schedule for the punch list will be agreed upon by MBL and Contractor.

The punch list will be completed after commissioning and prior to performance testing.

A. Contractor shall perform all work, provide all necessary materials, and execute all necessary subcontracts in order to commission supplied equipment. This includes, but is not limited to, electrical I/O checks, purging of all H2-wetted piping and tubing, and equipment testing.

B. Contractor shall test communication and default non-communication fills (if a communication fill is provided).

C. Contractor shall confirm data reporting capabilities.

Task 4.2.3: Fuel Quality Testing
A. Prior to the initial (first instance) bus being fueled, Contractor shall collect samples for fuel quality certification to ensure the fuel dispensed from the hydrogen station meets the most recently published SAE J2719 purity standards. The sample for the

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purity test will be taken at the nozzle for each nozzle on the supplied dispenser. The fuel quality test will check for particulates, carbon monoxide (CO), oxygen (O2), and water (H2O), as well as other applicable contaminants under the SAE J2719 standard.

B. Contractor shall provide all test results to MBL to confirm system cleanliness and fuel quality and communicate any abnormalities or discrepancies.

Task 4.2.4: Bus Interoperability Testing
A. Contractor shall perform bus fills following receipt of fuel quality testing results.

Contractor must confirm communication fill functionality (if provided) and the station’s ability to fill a bus to 95% SOC or greater. Equipment operation and station calibration will be tested and adjusted using MBL’s FCEBs. Contractor shall work with bus OEM as needed.

Task 4.3: Performance Testing
Upon completion of station commissioning, but no later than 60 days following commissioning, Contractor shall coordinate with MBL to complete a Back-to-Back Performance Test.

Task 4.3.1: Performance Testing Plan
Contractor shall prepare a Performance Testing Plan for MBL’s review and approval, which shall include the following elements:

A. The H35 dispenser will be operated to perform back-to-back fueling of three (3) buses.

B. The time for each dispensing event shall be defined as the moment the dispenser has been authorized to dispense, to the moment the nozzle can be safely disconnected.

C. All three (3) buses must be filled within a fueling window of two (2) hours. Contractor may account for up to three (3) minutes between each bus for movement of buses and authorization of the dispenser via a fleet-management interface, if applicable.

MBL staff will be responsible for the movement of buses and activation of the dispenser. Dispenser faults, partial fills (less than 95% SOC), or any other errors or delays within the scope of Contractor shall be considered a failure of the operational performance test. Time between dispensing events not within Contractor’s control shall be considered as additional time for the purpose of the two-hour time period.

Any station start-up processes required prior to initiating the first fill will not be counted within the two (2) hour time window.

D. MBL will prepare the three (3) buses starting fuel tank levels to simulate typical operations, requiring Contractor to reach the minimum target SOC level of at least 95% whereby 100% is defined as 24 grams per liter in the onboard fuel storage system when equilibrated at 350 bar pressure and 15 degrees Celsius (15° C).

E. SOC shall be verified by evaluation of FCEB onboard tank temperature and pressure data the day after the fueling events once the tank temperature has equilibrated with ambient temperature. The bus will not be driven after fueling other than to park it. Dispenser-reported SOC will be compared against SOC calculated

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with FCEB on-board tank temperature and pressure data. H2 temperature versus density correlation will be determined using tables from the National Institute of Standards and Technology (NIST).

F. All buses must be successfully filled using IrDA communication if that functionality is provided on the system.

G. Contractor shall be responsible for ensuring that there is enough fuel on site to complete performance testing. The cost of fuel required for performance testing shall be MBL’s responsibility.

Task 4.3.2: Performance Testing
Contractor shall conduct performance testing.

A. The Performance Testing will only be deemed successful if all criteria in Task 4.3.1 are accomplished per test occurrence.

B. The equipment must also integrate appropriately with MBL’s buses, and there must not be any physical obstructions impeding the proper use of the equipment. The system may not fault more than once throughout the duration of the testing. A fault is characterized as a failure to begin transferring fuel, or the premature stoppage of fuel transfer to the bus.

C. If Contractor fails the Performance Testing, a new test can be scheduled with MBL at MBL’s sole discretion and availability. MBL shall not be responsible for additional costs incurred due to the failure of performance testing.

Task 4.4: Final Acceptance
Station installation and commissioning must be fully completed no later than December 1, 2025. Performance testing must be fully completed no later than January 9, 2026 Contractor shall commence provision of maintenance services upon completion of station commissioning.

Task 5: Training
Contractor is responsible for working with MBL to complete all training in preparation for station operations. This includes safety training for MBL staff and first responders.

A. Contractor’s training course instructor(s) must be capable of training up to ten (10) MBL personnel simultaneously in each course.

B. Contractor shall prepare a quick reference Emergency Response (ER) Guide that can be distributed to first responders to place in their trucks and engines. The ER Guide shall provide a map showing the location of all station equipment, dispenser, and ESD devices, as well as the distances to this equipment from the entry driveway and nearby structures.

Task 5.1: Training Plan
Contractor shall prepare a Training Plan for MBL’s review and approval.

A. Contractor shall provide sufficient training for MBL personnel upon initial system installation to ensure proper operation of the fueling station. The following training courses, at minimum, shall be provided:

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a. Fueler Operations Training
b. Safety Training
c. First Responder Training
These courses shall include a train-the-trainer component.

B. Contractor shall provide a Training Plan, which includes the training syllabus and all training material. Contractor shall provide all necessary equipment to facilitate the training. MBL will specify the time and location for delivery of the on-site training courses after consulting with Contractor for availability.

Task 5.2: Training Session(s) Held and Completed
Contractor shall be responsible for organizing and coordinating training sessions with MBL and local first responders to ensure relevant MBL staff and first responders are fully trained on all safety systems and operation of the station.

Task 6: Maintenance and Support Services
Contractor shall be responsible for maintenance services throughout the Contract Period.

Task 6.1: Project Management during Maintenance and Support Services Contract Period
A. Contractor shall be available for a minimum one-hour conference call per month.

During this call, Contractor shall provide a status update on the station, including hydrogen dispensed, and any other key operational considerations from the previous month.

Task 6.2: Maintenance Term and Service Plan
Contractor shall provide MBL with ongoing maintenance for the THRS. Contractor shall ensure the unit is fully operational and available for use by MBL during the Contract Period. Contractor must ensure any operating permits (such as those with the Fire Department) are maintained throughout the Contract Period.

A. Contractor shall be available to receive malfunction reports 24 hours a day, every day of the year, including holidays.

B. Scheduled or preventive station maintenance must be coordinated with MBL to avoid impacts on bus fueling.

C. Contractor shall perform all necessary preventative and corrective maintenance on the supplied equipment and ensure reliable, repeatable performance throughout the Contract Period.

Maintenance Requirements
A. Response Time Requirements
a. Contractor must acknowledge emergency notifications immediately upon receipt
b. Contractor must contact MBL within 2 hours of receipt of non-emergency fault notifications with identified next steps for resolving the fault

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c. A representative of the original equipment manufacturer (OEM) of the malfunctioning equipment must be on-site at MBL’s property within 24 hours of receiving notice of a fueling station issue from MBL.

B. Communication Fill
a. If a communication fill is provided, it must follow SAE J2799-2024 (Version

2.0 IrDA communications with support for OD fields). A communication fill using the IrDA system is required by MBL.
b. If the station includes a communication fill protocol, Contractor should explain how the station will default to non-communication fills if necessary. Bus data via IrDA shall be used by the equipment to optimize the speed and SOC of the fill.

C. Uptime Requirements
a. MBL expects to achieve 95% or greater uptime during the fueling window, 7pm – 2am.

Task 6.3: Performance Reporting
Contractor shall provide data and evaluation of THRS performance (to begin after the station is fully commissioned) on a continuous basis to MBL. Contractor shall provide weekly reports to MBL on data gathered over the course of the deployment. This data shall be provided via e-mail to the MBL-designated individual as an electronic file.

Contractor shall coordinate with MBL prior to first issuance to confirm acceptable file formats.

Contractor shall provide, at a minimum, a weekly summary of kilograms of hydrogen dispensed.

Task 7: Provision of Fuel
Contractor shall provide hydrogen fuel to MBL’s Operation and Maintenance Facility located at 400 South Taylor Avenue, Montebello, CA 90640.

Contractor shall furnish all trucks, trailers, off-loading hose(s), tools, equipment, labor, and other materials necessary to furnish the services herein described.

Contractor must comply with all relevant local, state, and federal laws/regulations, including, but not limited to, transportation of Hazardous Materials and Safety Laws and Regulations. Upon request, Contractor must provide MBL proof of compliance.

Prior to delivery of the first load of hydrogen, fuel supplier shall inspect and provide MBL’s Facilities Supervisor with its safety validation of the site and equipment. The Facilities Supervisor must acknowledge receipt and submit written approval to Contractor before delivery of the first load of hydrogen will be accepted.

Fuel supplier shall follow and observe MBL’s safety policies and procedures, to be provided to the successful bidder upon award, while on MBL’s property.

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Contractor shall deliver fuel no more frequently than once per day without MBL’s written permission.

Task 7.1: Preparation and Delivery of Fuel
A. Contractor shall develop a planned delivery schedule based on MBL’s expected fuel usage. This shall be provided to and agreed upon by MBL prior to the first fuel delivery.

B. Contractor shall remotely monitor trailer pressure levels and schedule an unplanned delivery if pressure levels drop below what is expected to be needed for the following day’s fueling events.

C. Contractor shall refine the fuel delivery schedule based on MBL’s actual usage.

D. Scheduled deliveries shall be made in coordination with MBL to avoid impacts to bus fueling.

E. Contractor shall be responsible for off-loading fuel into the fuel storage system and/or swapping fuel trailers and providing trained personnel capable of performing the off-loading of fuel without assistance from MBL.

F. All hydrogen tanker trucks making deliveries shall be properly certified by the State of California, including but not limited to Vehicle Tank Measurement Certificates, and in accordance with Federal Department of Transportation regulations, policies, and procedures.

Task 8: System Decommissioning and Site Restoration
A. Contractor shall restore the site to its original condition and be responsible for the hauling of any debris, materials, equipment, and site clean-up following the decommissioning and removal of the hydrogen fueling station at the conclusion of the Contract Period.

Project Site and Existing Conditions
MBL will operate the FCEBs from its Operation and Maintenance Facility located at 400 South Taylor Avenue, Montebello, CA 90640.

Site Condition
All facilities indicated on the site plan drawings and that exist at time of Notice to Proceed (NTP) are to remain. Facilities not shown on the plans or specified to be removed, replaced, or altered and that do not conflict with the new installation shall remain.

Contractor shall design the system to be fully functional for any ambient conditions expected in the Los Angeles County region. For reference, see average monthly temperatures in Figure 1 below.

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Figure 1. Montebello, CA Average Monthly Temperatures © WeatherSpark.com The proposed location of the THRS and associated utilities is shown in Figure 2:

Overhead Site Plan below. The red arrows represent yard circulation and bus yard flow.

The THRS must not interfere with site traffic.

The property is located within the municipal jurisdictions of the City of Montebello. MBL owns the area of the property identified for the fueling solution.

Figure 2. Overhead Site Plan.

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The proposed location of the THRS is subject to change. Contractor is welcome to suggest alternative locations for the THRS. MBL is in the process of evaluating siting for a permanent hydrogen station. If the proposed location for the THRS is determined to be the optical location for siting the permanent hydrogen fueling station, an alternative location for the THRS will need to be identified. MBL is willing to move the THRS after initial deployment prior to beginning construction for the permanent hydrogen station Electrical Power
MBL is not aware of any power supply available at the proposed location. If Contractor's solution requires electrical power, Contractor must communicate the power requirements to MBL and identify an approach for bringing power to the contractor's proposed location for the THRS
Site Access for Construction
Regular hours for installation work are Monday-Friday, 7:00 am to 5:00 pm, with approvals needed for any irregular, Saturday, or weekend work (due to limited staff available for oversight/monitoring). The contractor will check in with Facilities Manager for approved apparel and instructions
Site Access Requirements During Operations
Equipment shall be fenced in on MBL’s property, restricting access to authorized personnel only, subject to MBL’s approval. The installation shall be in a controlled area with restricted public access.

MBL requires sufficient space for maneuvering the FCEBs for fueling.

During the installation, maintenance, or repair of the hydrogen fueling station and its area, Contractor shall comply with MBL’s requirements for specified critical operating areas (e.g., pedestrian and vehicular access routes, maintenance access, loading areas).

SECTION 6 – QUALIFICATIONS

FIRM QUALIFICATIONS
To be considered responsive to the RFP, firms must demonstrate that they meet the following minimum qualifications by providing a thorough response and verifiable evidence of compliance. Non-compliance with these requirements may disqualify your proposal from further consideration.

A. Firm has not defaulted on a contract within the past five (5) years or declared bankruptcy or been placed in receivership or been denied credit within the past three (3) years.

B. Firm has not been assessed any penalties for non-compliance with any federal, state, local, city, or county labor laws and/or regulations within the past five (5) years.

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C. Firm is currently not under investigation for any charge or claim for noncompliance with any federal, state, local, city, or county labor laws and/or regulations including, without limitation prevailing wage laws and apprenticeship laws.

D. The firm must have either;
a. A minimum of two years of experience in hydrogen fueling and demonstrated track record of quality work, knowledge, skills, and abilities in safety and security for mobility applications;
b. Key personnel with a minimum of 10 year of experience in hydrogen fueling.

E. Licensed to do business in the State of California.

F. Experience with projects of similar size and scope.

SECTION 7 – FORM OF CONTRACT

SAMPLE PROFESSIONAL SERVICES AGREEMENT FOR

TEMPORARY HYDROGEN REFUELING SOLUTION
THIS AGREEMENT (“Agreement”) is made and entered into on …………………….., 2025, by the CITY OF MONTEBELLO, a municipal corporation (hereinafter referred to as “CITY”) and …………………………….. (Hereinafter referred to as “VENDOR”). CITY and VENDOR are sometimes referred to herein individual as a “Party,” and jointly as the “Parties.”

RECITALS
WHEREAS, CITY desires to retain a qualified professional VENDOR to provide hydrogen fueling services, inclusive of equipment, equipment installation and commissioning, O&M, and fuel; and WHEREAS, VENDOR represents the degree of specialized expertise contemplated within California Government Code, Section 37103, and is qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees; and WHEREAS, no official or employee of CITY has a financial interest, within the provisions of Sections 1090 – 1092 of the California Government Code, in the subject matter of this Agreement; and WHEREAS, VENDOR responded to CITY’s Request for Proposals dated October 31, 2024 (RFP No. [25-12]), as such is set forth fully in Exhibit “A” hereto and incorporated fully herein by this reference (hereinafter “Consultant Proposal”).

NOW THEREFORE, in consideration of performance by the Parties of the covenants and conditions herein contained, the Parties hereto agree as follows:

SECTION 1. INCORPORATION OF RECITALS AND OTHER CONTRACT DOCUMENTS A. The above-referenced Recitals constitute a material part hereof and shall hereby be incorporated by reference. Moreover, this Agreement consists of the following documents, in order of precedence, all of which are incorporated herein and made part of this Agreement, as though fully set forth herein:

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a. This Agreement.
b. RFP No. 25-12, attached hereto as Exhibit “A.”
c. VENDOR’S Proposal to RFP No. 25-12 dated ……………., 2025, attached hereto as Exhibit “B”. d. VENDOR’S “Best and Final Offer” to RFP No. 25-12 dated ……………., 2025, attached hereto as Exhibit “C”.
e. All other documents, including but not limited to all applicable bonds, insurance certificates, permits, notices, schedules, forms, certifications, and affidavits.

B. These documents shall be collectively referred to herein as the “Contract Documents.” In the event of a conflict among the Contract Documents, the order of precedence.

SECTION 2. SERVICES / COMPENSATION.

A. VENDOR shall provide to CITY those services that are set forth fully in the Scope of Services, as such is set forth fully in Exhibit “A” hereto and incorporated fully herein by this reference (hereinafter “Professional Services”).

B. VENDOR shall complete the Scope of Services within the time set forth in the Schedule of Performance, as such is set forth in Exhibit “B” hereto and incorporated fully herein by this reference.

B. VENDOR shall be compensated a sum not-to-exceed $……………………………………… (the “Maximum Compensation”) for performance of the Professional Services as set forth in the Schedule of Compensation attached hereto as Exhibit “C” and incorporated fully herein by this reference (“Compensation”). VENDOR shall provide an itemized billing statement to CITY each month for Professional Services performed. VENDOR shall not incur fees or costs which exceed the Maximum Compensation without the prior written consent of CITY. Payments for Tasks 1 – 5 and Task 8 shall be made based on milestone completion.

C. CITY will be invoiced at the end of the first billing period following commencement of work and at the end of each billing period thereafter. Payment in full of an invoice must be received by VENDOR within thirty (30) days of the date of such invoice.

D. Work performed shall be deemed approved and accepted by CITY as and when invoiced unless CITY objects within fifteen (15) days of invoice date by written notice specifically stating the details in which CITY believes such work is incomplete or defective, and the invoice amount(s) in dispute. CITY shall pay undisputed amounts as provided for in the preceding paragraph.

E. Failure of CITY to submit full payment of an invoice within thirty (30) days of the date thereof subjects this agreement and the work herein contemplated to suspension or termination at CONSULTANT's discretion.

SECTION 3. TERM.

This Agreement shall commence on ………………, 2025 and shall be valid for an initial term of three years with the option to extend for an additional two (2), one year periods.

The Parties agree that Sections 4(B), 9, 10, 11, 13, 16, 17, 18, and 19 shall survive for three (3) years

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following the expiration or termination of this Agreement.

SECTION 4. PERFORMANCE.

A. VENDOR shall at all times, faithfully, competently, and to the best of its ability, experience and talent, perform all tasks described herein.

B. VENDOR shall employ, at a minimum, generally accepted standards and practices utilized by companies engaged in providing similar services, as are required of VENDOR hereunder, in meeting its obligations under this Agreement.

C. VENDOR shall be knowledgeable of and subject to all CITY ordinances, rules and regulations, standard operating procedures, and the supervisory chain of command.

D. VENDOR shall have the right to retain, subject to CITY's written approval, additional individuals, Vendors, or sub-contractors to assist in the completion of services as herein defined.

Compensation for additional individuals, Vendors, or sub-contractors shall be the sole and exclusive responsibility of the VENDOR.

E. VENDOR shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three (3) years unless otherwise provided for in Exhibit “A.” Upon CITY providing twenty-four (24) hours advanced prior notice, VENDOR shall make all records, invoices, timecards, cost control sheets and other records maintained by VENDOR in connection with this Agreement available during VENDOR’s regular working hours to CITY for review and audit by CITY.

F. All reports, documents, or other written material developed by VENDOR in the performance of this Agreement shall be and remain the property of CITY without restriction or limitation upon its use or dissemination by CITY. Such material shall not be the subject of a copyright application by VENDOR. Any alteration or reuse by the CITY of any such materials on any project other than the Project shall be at CITY’s sole risk unless CITY compensates VENDOR for such reuse.

SECTION 5. WORK PRODUCT.

A. VENDOR hereby agrees that all work produced pursuant to this Agreement and provided to CITY during and upon completion of this Agreement, shall be the property of CITY, and ownership of said work product shall be retained by CITY. VENDOR may take and retain copies of such written products as desired.

B. All data, documents, discussion, or other information developed or received by VENDOR or provided for performance of this Agreement are deemed confidential and shall not be disclosed by VENDOR without prior written consent by CITY. CITY shall grant such consent if disclosure is legally required. All such written products shall be returned to CITY upon the termination or expiration of this Agreement. VENDOR agrees that the covenants contained in this Article shall survive the expiration or termination of this Agreement.

C. Documents are provided in VENDOR’s standard software formats. CITY recognizes that electronic or magnetic data and its transmission can be easily damaged, may not be compatible with CITY’s software formats and systems, may develop inaccuracies during conversion or use, and may contain viruses or other destructive programs, and that software and hardware operating systems may become

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obsolete. As a condition of delivery of electronic or magnetic data, CITY agrees to defend indemnify and hold VENDOR, its sub-contractors, agents and employees harmless from and against all claims, loss, damages, expense and liability arising from or connected with its use, reuse, misuse, modification or misinterpretation. In no event shall the VENDOR be liable for any loss of use, profit or any other damage.

SECTION 6. EXTRA SERVICES.

No extra services over and above the Compensation shall be rendered by VENDOR under this Agreement unless such extra services first shall have been duly authorized in writing by CITY’s City Manager (“City Manager”).

SECTION 7. CITY SUPERVISION.

The Transportation Director shall have the right of general supervision of all work performed by VENDOR and shall be CITY’s agent with respect to obtaining VENDOR’s compliance hereunder. No payment for services rendered under this Agreement shall be made without the prior approval of the City Manager.

SECTION 8. TERMINATION.

If either Party hereto fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, the non-defaulting party shall give the defaulting party written notice of the default, the nature of the default, and of the steps necessary to cure the default.

A. Termination for Cause. In the event that any of the provisions of the Agreement are violated by either party, the non-defaulting Party may terminate the Agreement by serving written notice upon the other Party, listing the violation(s) and its intent to terminate such Agreement unless within ten (10) days after the serving of such notice, such violation shall cease or be rectified, the contract shall upon the expiration of an additional thirty (30) days cease and terminate. Violations by VENDOR which cannot be corrected within ten (10) days, said contract shall at the option of CITY cease and terminate upon the giving of like notice. In the event of any such termination for default by VENDOR, CITY may take over the work and prosecute the same to completion by contract or otherwise for the account and at the expense of VENDOR. VENDOR and his sureties shall be liable to CITY for any excess cost occasioned in the event of any such termination. This change shall not be construed to prevent the termination, for other causes authorized by law or other provisions of this contract. In the event of a termination for cause, VENDOR shall only be entitled to Compensation for those Professional Services satisfactory performed on or before the effective date of termination.

B. Termination for Convenience. CITY shall have the option, at its sole discretion and without cause, to terminate this Agreement in whole, or in part, after giving written notice to VENDOR at least five (5) business days before the termination is to be effective. Upon the termination of this Agreement as provided herein, CITY shall provide to VENDOR the part of Compensation which would otherwise be payable to VENDOR for services VENDOR had completed as of the date of termination, less the amount of all previous payment with respect to the Compensation. Further, upon such a termination for convenience by CITY, the Parties agree that VENDOR shall be reimbursed for any “non-refundable” costs that VENDOR has incurred for its services under this Agreement, provided that: (1) such “non- refundable” costs were incurred by VENDOR prior to the date of termination; (2) that VENDOR provides CITY with

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adequate proof that VENDOR incurred the costs, and is unable to be seek a refund for such costs; and (3) such costs were within the scope of work or services to be performed under this Agreement. Such “nonrefundable” costs may include, but are not limited to, travel reservations incurred by VENDOR for its performance of services under this Agreement. VENDOR agrees to cease all work under this Agreement on or before the effective date of any notice of termination.

SECTION 9. EMPLOYMENT OF CITY EMPLOYEES.

No regular employee of CITY shall be employed by VENDOR during the Term of this Agreement.

SECTION 10. NON-LIABILITY OF CITY OFFICIALS AND EMPLOYEES.

No official or employee of CITY shall be personally liable to VENDOR in the event of any default or breach by CITY, or for any amount which may become due to VENDOR.

SECTION 11. INDEPENDENT CONTRACTOR.

A. VENDOR is and shall, at all times, remain as to CITY a wholly independent vendor. Neither CITY nor any of its elected officials, officers, employees or agents shall have control over the conduct of VENDOR except as expressly set forth in this Agreement. VENDOR shall not at any time or in any manner represent that he is in any manner an elected official, officer, employee or agent of CITY. No employee benefits shall be available to VENDOR in connection with the performance of this Agreement. Except as provided in this Agreement, CITY shall not pay salary, wages, or other compensation to VENDOR for performance hereunder for CITY. CITY shall not be liable for compensation to VENDOR, VENDOR’s employees or VENDOR’s sub-contractors for injury or sickness arising out of performing services hereunder.

B. The parties further acknowledge and agree that nothing in this Agreement shall create or be construed to create a partnership, joint venture, employment relationship or any other relationship except as set forth in this Agreement.

C. CITY shall not deduct from the Compensation paid to VENDOR any sums required for Social Security, withholding taxes, FICA, state disability insurance or any other federal, state or local tax or charge which may or may not be in effect or hereinafter enacted or required as a charge or withholding on the compensation paid to VENDOR. CITY shall have no responsibility to provide VENDOR, its employees or sub-contractors with workers’ compensation insurance or any other insurance.

SECTION 12. PERS ELIGIBILITY INDEMNITY.

A. In the event that VENDOR or any employee, agent, or sub-contractor of VENDOR providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of CITY, VENDOR shall indemnify, defend, and hold harmless CITY for the payment of any employee and/or employer contributions for PERS benefits on behalf of VENDOR or its employees, agents, or sub-contractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of CITY.

B. Notwithstanding any other agency, state or federal policy, rule, regulation, law or

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ordinance to the contrary, VENDOR and any of its employees, agents, and sub-contractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by CITY, including but not limited to eligibility to enroll in PERS as an employee of CITY and entitlement to any contribution to be paid by CITY for employer contribution and/or employee contributions for PERS benefits.

SECTION 13. LEGAL RESPONSIBILITIES.

VENDOR shall at all times observe and comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments including, but not limited to the Montebello Municipal Code. The CITY, and its appointed or elected officers, employees, or agents, shall not be liable at law or in equity occasioned by failure of VENDOR to comply with this section.

SECTION 14. INDEMNIFICATION.

VENDOR agrees to, and shall defend, indemnify, protect and hold harmless, CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers from and against any and all claims, demands, lawsuits, defense costs, civil, penalties, expenses, causes of action, and judgments at law or in equity, or liability of any kind or nature which CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers may sustain or incur or which may be imposed upon them for injuries or deaths of persons, or damage to property arising out of VENDOR’S negligent or wrongful act, or omission under the terms of this Agreement, except only liability arising out of the sole negligence of CITY.

SECTION 15. INSURANCE COVERAGE.

During the Term of this Agreement, VENDOR shall carry, maintain, and keep in full force and effect all following minimum scope of insurance against claims for death or injuries to persons or damages to property that may arise from or in connection with VENDOR’s performance of this Agreement. Such insurance shall be of the types and in the amounts as set forth below:

Commercial General Liability (CGL): Broad-form, Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis for bodily injury and property damage, including premise-operations, productscompleted operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury, and advertising injury, with limits no less than Two Million Dollars and Zero Cents ($2,000,000), combined single limits, per occurrence. If a general aggregate limit applies, the limit shall be twice the required occurrence limit.

Business Automobile Liability Insurance: For owned vehicles, hired, and non-owned vehicles, Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if VENDOR has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than One Million Dollars and Zero Cents ($1,000,000.00) per accident for bodily injury and property damage.

Worker'
s Compensation insurance as required by the laws of the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than One Million Dollars and Zero Cents ($1,000,000.00) per accident for bodily injury or disease. VENDOR agrees to waive, and to obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers for losses arising from work performed by VENDOR for CITY and to

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require each of its sub-contractors, if any, to do likewise under their workers’ compensation insurance policies.

By executing this Agreement, VENDOR further certifies as follows:

I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers’ Compensation or to undertake self-insurance before commencing any of the work contemplated herein.

Professional Errors and Omissions (E&O) Liability insurance appropriate to the VENDOR’s profession, with limit no less than Two Million Dollars and Zero Cents ($2,000,000.00) per occurrence or claim, Two Million Dollars and Zero Cents ($2,000,000.00) aggregate. Architects’ and engineers’ coverage shall be endorsed to include contractual liability. If the policy is written as a “claims made” policy, the retroactivity date shall be prior to the start of work set forth herein, VENDOR shall obtain and maintain said E&O liability insurance during the Term of this Agreement and for five (5) years after completion of work hereunder. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of this Agreement, VENDOR shall purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work.

If VENDOR maintains higher limits than the minimums shown above, CITY requires and shall be entitled to coverage for the higher limits maintained by VENDOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY.

VENDOR shall require each of its sub-contractors, if any, to maintain insurance coverage that meets all requirements of this Agreement.

The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California, with a current rating of at least A: VII in the latest edition of Best's Insurance Guide and approved by CITY.

Each insurance policy required herein shall state that coverage shall not be canceled, except after providing CITY thirty (30) days’ (or ten [10] calendar days for non-payment) prior written notice. VENDOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either: (i) immediately terminate this Agreement for Cause; or (ii) take out the necessary insurance and pay, at VENDOR’S expense, the premium thereon.

At all times during the Term of this Agreement, VENDOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts and naming CITY, its officers, agents, employees and volunteers as an additional insured. VENDOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate(s).

VENDOR shall provide proof that policies of insurance required herein expiring during the Term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two (2) weeks prior to the expiration of the coverages.

The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers as additional insureds. All policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days’ prior written notice to CITY. VENDOR agrees to require its insurer to modify the certificates of insurance to

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delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.

Except for professional liability and workers’ compensation policies, the policies herein are primary and non-contributing with any insurance that may be carried by CITY. Any insurance or self-insurance maintained by CITY, its officers, employees, agents or volunteers, shall be in excess of VENDOR’s insurance and shall not contribute with it.

All insurance coverage provided pursuant to this Agreement shall not prohibit VENDOR and VENDOR’s employees, agents or sub-contractors, from waiving the right of subrogation prior to a loss.

VENDOR hereby waives all rights of subrogation against CITY. VENDOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether CITY has received a waiver if subrogation endorsement from the insurer.

Coverage not affected. Any failure to comply with the reporting provisions of the policies contemplated herein, shall not affect coverage provided to CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers.

Coverage applies separately. VENDOR’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, VENDOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or VENDOR shall procure a bond guaranteeing payment of losses and expenses.

Procurement of insurance by VENDOR shall not be construed as a limitation of VENDOR's liability or as fall performance of VENDOR’s duties to indemnify, hold harmless and defend under Section 9 of this Agreement.

CITY, its officers and employees shall not be responsible for any claims in law or in equity occasioned by the failure of VENDOR to comply with this section.

SECTION 16. SUBCONTRACT, ASSIGNMENT OR DELEGATION.

VENDOR shall not subcontract, delegate or assign its duties or rights hereunder, either in whole or in part, without the prior written consent of CITY. Any proposed subcontract, delegation, or assignment shall provide a description of the services to be covered, identification of the proposed sub-contractor, delegee, or assignee, and an explanation of why and how the same was selected, including the degree of competition involved.

Any subcontract, delegation or assignment shall be made in the name of VENDOR and shall not bind or purport to bind CITY and shall not release VENDOR from any obligations under this Agreement including, but not limited to, the duty to properly supervise and coordinate the work of employees, assignees, delegees or sub-contractors. No such subcontract, delegation or assignment shall result in any increase in the amount of total compensation payable to VENDOR under the Agreement.

SECTION 17. NO WAIVER.

Waiver by any party hereto of any term, condition or covenant of this Agreement shall not

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constitute the waiver of any other term, condition or covenant hereof.

SECTION 18. DISPUTE RESOLUTION; GOVERNING LAW.

Disputes regarding the interpretation or application of any provision(s) of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the Parties. If any action at law or in equity is brought to enforce this Agreement or because of alleged dispute, breach, default or misrepresentation in connection with the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney’s fees, expert fees, costs and necessary disbursements incurred in that action or proceeding, in addition to such other relief as may be sought and awarded. The venue for any litigation shall be County of Los Angeles, California. The Parties agree that the covenants contained in this Article shall survive the expiration or termination of this Agreement.

SECTION 19. ATTORNEY’S FEES AND COSTS.

If litigation is reasonably required to enforce or interpret the provisions of this Agreement, the prevailing party in such litigation shall be entitled to an award of reasonable attorney's fees and costs in addition to any other relief to which it may be entitled.

SECTION 20. WARRANTIES.

Each of the parties represents and warrants to one another as follows:

A. It has received independent legal advice from its attorneys with respect to the advisability of entering and executing this Agreement;
B. In executing this Agreement, it has carefully read this Agreement, knows the contents thereof, and has relied solely on the statements expressly set forth herein and has placed no reliance whatsoever on any statement, representation, or promise of any other party, or any other person or entity, not expressly set forth herein, nor upon the failure of any other party or any other person or entity to make any statement, representation or disclosure of any matter whatsoever; and C. It is agreed that each party has the full right and authority to enter into this Agreement, and that the person executing this Agreement on behalf of either party has the full right and authority to fully commit and bind such party to the provisions of this Agreement.

SECTION 21. MISCELLANEOUS.

A. The descriptive paragraph headings of this Agreement are included for purposes of convenience only and shall not control or affect the construction of interpretation of any of its provisions.

B. Whenever the context hereof shall so require, the singular shall include the plural, the male gender shall include the female gender, and the neuter and vice versa.

C. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein.

D. The representations and warranties made by the parties to this Agreement shall survive

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the consummation of the transaction herein described.

E. This Agreement may be signed in any one or more counterparts all of which taken together shall be but one and the same Agreement. Any signed copy of this Agreement or of any other document or agreement referred to herein, or copy or counterpart thereof, delivered by facsimile transmission, shall for all purposes be treated as if it were delivered containing an original manual signature of the party whose signature appears in the facsimile and shall be binding upon such party in the same manner as though an originally signed copy had been delivered.

F. Each of the parties acknowledges that it has been represented by independent counsel of its own choosing, or if it has not been so represented, it has been admonished to obtain independent counsel and has freely and voluntarily waived and relinquished the right to counsel. Each party who has not obtained independent counsel acknowledges that the failure to have independent legal counsel will not excuse such party’s failure to perform under this Agreement or any agreement referred to in this Agreement.

G. To the extent of a conflict between the terms of this Agreement and those set forth in any exhibits or attachments hereto, the terms of this Agreement shall govern.

SECTION 22. NOTICE.

All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals hereunder shall be given to the following addresses or such other addresses as the Parties may designate by written notice:

CITY MANAGER
City of Montebello
1600 West Beverly Boulevard
Montebello, California 90640
VENDOR
________________________
________________________
________________________
________________________
SECTION 23. NON-DISCRIMINATION AND EQUAL OPPORTUNITY EMPLOYER.

In the performance of this Agreement, VENDOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, mental condition or sexual orientation.

VENDOR will take affirmative action to ensure that sub-contractor and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.

SECTION 24. CONFLICT OF INTEREST.

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VENDOR and its officers, employees, associates and sub-contractors, if any, shall comply with all California conflict of interest statutes applicable to Vendor’s Services under this Agreement, including, but not limited to, the Political Reform Act (Gov. Code, § 81000 et seq.) and Government Code Section 1090.

VENDOR further covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by VENDOR under this Agreement, or which would conflict in any manner with the performance of its services hereunder. VENDOR further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, VENDOR shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this Agreement.

VENDOR covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of services to CITY because of the performance of this Agreement, or the services that may be procured by CITY because of the recommendations made by VENDOR. VENDOR's covenant under this section shall survive the termination of this Agreement.

SECTION 25. ENTIRE AGREEMENT.

This Agreement contains the entire understanding between CITY and VENDOR. Any prior agreements, promises, negotiations or representations not expressly set forth herein are of no force or effect. Subsequent modifications to this Agreement shall be effective only if in writing and signed by each party. If any term, condition or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall be valid and binding.

CITY OF MONTEBELLO VENDOR
_______________________ _____________________
Raul Alvarez Name and Title
City Manager
Dated: _____________ Dated: _____________
ATTEST:
______________________
Christopher Jimenez
City Clerk

APPROVED AS TO FORM

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________________________
Arnold M. Alvarez-Glasman
City Attorney
SECTION 7 - FORMS AND CERTIFICATIONS

LETTER OF TRANSMITTAL

CITY OF MONTEBELLO
Transportation Department
SUBJECT: REQUEST FOR PROPOSAL NO. 25-12

TEMPORARY HYDROGEN REFUELING SOLUTION
In response to the subject Request for Proposal (“RFP”) and in accordance with the accompanying Instructions to proposers, the proposer hereby commits to the City of Montebello to perform the work in accordance with the provisions in the proposal Level Contract Documents and any addenda thereto and at the prices stated in the Revenue Price Sheet, which will be included and made a part of any subsequent agreement.

The proposer agrees that the proposal constitutes a firm offer that cannot be withdrawn for ninety (90) calendar days from the Proposal opening or until the Contract for the work is fully executed between the City and a third party, whichever is earlier.

If awarded a contract, the Proposer agrees to execute an agreement and deliver it to the City of Montebello within seven (7) calendar days after receiving a Letter of Award together with the necessary certificates of insurance and any applicable performance or payment bonds. The Vendor shall only proceed with the work upon receipt of a Notice to Proceed.

The proposer certifies that it has:

1. Examined and is fully familiar with all the provisions of the RFP Documents and any addenda thereto:

2. Satisfied itself as to the requirements of the Contract, the nature and location of the work, the general and local conditions to be encountered in performance of the work, and all other matters that can in any way affect the Work and/or the cost thereof.

3. Examined the experience, skill and certification requirements in Scope of Services and that the entities performing the work can fulfill the specified requirements; and

4. Carefully reviewed the accuracy of all statements and figures shown in the Proposal and attachment hereto.

Therefore, the undersigned hereby agrees that the City of Montebello will not be responsible for any errors or omissions in the Proposal.

The proposer further certifies that:

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1. The only persons, firms, corporations, joint ventures/partnerships, and/or other parties interested in the Proposal as principals are those listed as such in the Proposal Forms and that,

2. The Proposal has been prepared without collusion with any other person, firm, corporation, joint venture/partnership, and/or other party.

The undersigned acknowledges receipt, understanding and full consideration of the following addenda to the Proposal Documents:

Addenda No(s)
Dated Dated
Dated Dated
Dated Dated
Failure to acknowledge receipt of all addenda may cause the Proposal to be considered non-responsive to the solicitation. Acknowledged receipt of each addendum must be clearly established and included with the Proposal /offer.

Proposer’s Name
Business Address
Contact Person
Email Address
Phone
Fax
Signature of Authorized Official Signature of Authorized Official Typed or Printed Name Typed or Printed Name

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Title Title
Date Date

(Joint ventures/partnerships are to provide a signed copy of their agreement with their Proposal.) For proposals requiring licenses the following information is required:

Vendor’s License No.

Expiration Date:

License Classification:

RFP No. 25-12

EXHIBIT A

INDEMNIFICATION AND HOLD HARMLESS AGREEMENT AND WAIVER OF SUBROGATION AND CONTRIBUTION Contract/Agreement/License/Permit No. or description: TEMPORARY HYDROGEN REFUELING SOLUTION Indemnitor(s):__________________________________________________ (List all names)
To the fullest extent permitted by law, Indemnitor hereby agrees, at its sole cost and expense, to protect, indemnify, and hold harmless the City of Montebello and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, and assigns (collectively “Indemnitees”) from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith (collectively “Liabilities”), resulting from any wrongful or negligent act, failure to act, error, or omission of Indemnitor or any of its officers, agents, servants, employees, subcontractors, material men, suppliers or their officers, agents, servants or employees, arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to the above-referenced: RFP No. 25-12 (the “Waiver”) or the performance or failure to perform any term, provision, covenant, or condition of the Waiver, including this indemnity provision. This indemnity provision is effective regardless of any prior, concurrent, or subsequent passive negligence by Indemnitees and shall operate to fully indemnify Indemnitees against any such negligence. This indemnity provision shall survive the termination of the Waiver and is in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee’s right to recover under this indemnity provision, and an entry of judgment against the Indemnitor shall be conclusive in favor of the Indemnitee’s right to recover under this indemnity provision. Indemnitor shall pay Indemnitees for any attorney’s fees and costs incurred in enforcing this indemnification provision. Notwithstanding the foregoing, nothing in this instrument shall be construed to encompass (a) Indemnitees’ active negligence or willful misconduct to the limited extent that the underlying agreement is subject to Civil Code § 2782(a), or (b) the contracting public agency’s active negligence to the limited extent that the underlying agreement is subject to Civil Code § 2782(b). This indemnity is effective without reference to the existence or applicability of any insurance coverages which may have been required under the Waiver or any additional insured endorsements which may extend to Indemnitees.

City agrees to promptly inform Indemnitor in writing of any claim that City believes to be subject to this Waiver.

Indemnitor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Indemnitor regardless of any prior, concurrent, or subsequent non-active negligence by the Indemnitees.

In the event there is more than one person or entity named in the Waiver as an Indemnitor, then all obligations, liabilities, covenants and conditions under this instrument shall be joint and several. “Indemnitor”
Name: _________________________________________________ Name: _______________________ (Print) (Print)
By: _________________________________________________ By: _________________________________________ (Signature) (Signature)
Title: ______________________________________________ Title: ______________________________________ Date: ________________________________________________Date: ________________________________________

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EXHIBIT B

REFERENCES
List at Least Three (3) Professional References:
1 Project City/Agency/Other:

Person of Contact:

Phone Number:

E-mail Address:

Address:

City, State, Zip Code:

Description of Contract (Please
include contract value, award
date, term of contract, and
description of work):

Contract Value: $
Award Date:

Term of Contract:

Description of Work:
2 Project City/Agency/Other:

Person of Contact:

Phone Number:

E-mail Address:

Address:

City, State, Zip Code:

Description of Contract (Please
include contract value, award
date, term of contract, and
description of work):

Contract Value: $
Award Date:

Term of Contract:

Description of Work:
3 Project City/Agency/Other:

Person of Contact:

Phone Number:

E-mail Address:

Address:

City, State, Zip Code:

Description of Contract (Please
include contract value, award
date, term of contract, and
description of work):

Contract Value: $
Award Date:

Term of Contract:

Description of Work:

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EXHIBIT C

INSURANCE
The Proposal shall include a statement that the insurance requirements set forth in the contract documents can be obtained and will be carried without reservation or exclusion should Proposer be awarded a contract pursuant to this RFP.

The successful Proposer shall at all times during the term of the awarded Agreement, carry, maintain, and keep in force and effect, with an insurance company admitted to do business in California, rated “A” or better in the most recent A.M. Best’s Insurance Rating Guide, and approved by the CITY, a policy or policies of:

A. Commercial General Liability Insurance using Insurance Services Office Commercial General Liability form CG 00 O1 or the exact equivalent. Defense costs must be paid in addition to limits.

There shall be no cross-liability exclusion for claims or suits by one insured against another.

Limits shall be no less than $2,000,000 per occurrence for all covered losses and the general aggregate limit shall be twice the required occurrence limit.

B. Business Auto Coverage on ISO Business Auto Coverage form CA 00 O1 including symbol 1 (Any Auto) or the exact equivalent. Limits shall be no less than $1,000,000 per accident, combined single limit. If Vendor owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described in the preceding subsection. If Vendor or Vendor’s employees will use personal autos in any way on this project, Vendor shall provide evidence of personal auto liability coverage for each such person.

C. Workers' Compensation insurance on a state approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident for all covered losses.

D. Professional Liability or Errors and Omissions Insurance as appropriate to the profession, written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Vendor and "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy limit shall be not less than $2,000,000 per claim and in the aggregate. The policy must "pay on behalf of' the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this Agreement. City, its officers, employees, attorneys, and designated volunteers shall be named as additional insured on the policy, or policies, as to commercial general liability bodily injury and property damage coverages and automobile coverages with respect to liability arising out of successful Proposer’s work under this Agreement.

E. All insurance policies shall provide that the insurance coverage shall not be non-renewed, canceled, reduced, or otherwise modified (except through the addition of additional insureds to the policy) by the insurance carrier without the insurance carrier giving City thirty (30) days' prior written notice thereof. Any such thirty (30) day notice shall be submitted to City via certified mail, return receipt requested, addressed to "Risk Manager," City of Montebello, 1600 West Beverly

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Boulevard, Montebello, California, 90640. Vendor agrees that it will not cancel, reduce or otherwise modify said insurance coverage.

F. Vendor shall submit to City (i) insurance certificates indicating compliance with the minimum worker's compensation insurance requirements above, and (ii) insurance policy endorsements indicating compliance with all other minimum insurance requirements above, not less than one (1) day prior to beginning of performance under this Agreement. Endorsements shall be executed on City's appropriate standard forms entitled "Additional Insured Endorsement".

RFP No. 25-12

EXHIBIT D
RFP No. 25-12
Title:

COST PROPOSAL SHEET
In accordance with the Request for Proposal issued by the City of Montebello Transportation Department (hereinafter referred to as “Vendor/Proposer), the undersigned proposing company hereby agrees to furnish all necessary labor, materials and incidentals required for the above stated contract as set forth in the Scope of Work and any addenda thereto, and to perform all work in the manner and time prescribed therein. Please provide a description of a products proven equal as well as additional costs/fees below.

PLEASE SEE ATTACHMENT B ON PLANETBIDS – FILL OUT AND SUBMIT Contact Information:

Name & Job Title:

Business Name:

Address:

City, State, Zip Code:

Phone Number:

E-mail Address:

Authorized Signature: Date:

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Montebello Bus Lines

EXHIBIT E

STATEMENT OF

DISADVANTAGED BUSINESS ENTERPRISE PARTICIPATION
This proposal provides for the following Disadvantaged Business Enterprise participation:

Disadvantaged Business Enterprise
Firm Name
Address
Phone Number
Type of Business
Current DBE Certification? Yes* *No
*(If "Yes," attach copy of current Letter of Certification and copy of current Statement of Personal Net Worth.)
Total $
% of Total Contract
Signature: Date:

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EXHIBIT F
Bidder’s List of Subcontractors (DBE and Non-DBE)
Part I
The bidder shall list all subcontractors (both DBE and non-DBE) in accordance with Section 2-1.054 the Standard Specification and per Title 49, Section 26.11 of the Code of Federal Regulations. This listing is required in addition to listing DBE Subcontractors elsewhere in the proposal. Photocopy this form for additional firms.

Firm Name/
Address/
City, State, ZIP
Phone/
Fax
Annual Gross
Receipts
Description of Portion of Work to be
Performed
Local Agency Use Only
(Certified DBE?)
Name Phone < $1 million YES
< $5 million NO
Address < $10 million If YES list DBE #:

Fax < $15 million
City State ZIP > $15 million Age of Firm (Yrs.)
Name Phone < $1 million YES
< $5 million NO
Address < $10 million If YES list DBE #:

Fax < $15 million
City State ZIP > $15 million Age of Firm (Yrs.)
Name Phone < $1 million YES
< $5 million NO
Address < $10 million If YES list DBE #:

Fax < $15 million
City State ZIP > $15 million Age of Firm (Yrs.)

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Part II
The bidder shall list all subcontractors who provided a quote or bid but were not selected to participate as a subcontractor on this project. This is required for compliance with Title 49, Section 26 of the Code of Federal Regulations. Photocopy this form for additional firms.

Firm Name/
Address/
City, State, ZIP
Phone/
Fax Annual Gross Receipts Description of Portion of Work to be Performed
Local Agency
Use Only
(Certified
DBE?)
Name Phone < $1 million YES
< $5 million NO
Address < $10 million If YES list DBE
#:

Fax < $15 million
City State ZIP > $15 million Age of Firm
(Yrs.)
Name Phone < $1 million YES
< $5 million NO
Address < $10 million If YES list DBE
#:

Fax < $15 million
City State ZIP > $15 million Age of Firm
(Yrs.)

RFP No. 25-12
Montebello Bus Lines

EXHIBIT G

CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS -

PRIMARY COVERED TRANSACTIONS
The certifies to the best of it’s
(Firm Name/ Principle)
knowledge and belief, that it and its principals:

1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency:

2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or Local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property;

3. Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and

4. Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause of default.

If unable to certify to any of the statements in this certification, the participant shall attach an explanation to this certification.

THE PRIMARY PARTICIPANT_______________________________________________________ CERTIFIES (Firm Name/Principal)

OR AFFIRMS THE TRUTHFULNESS AND ACCURACY OF THE CONTENTS OF THE STATEMENTS SUBMITTED ON OR WITH THIS CERTIFICATION AND UNDERSTANDS THAT THE PROVISIONS OF 31 U.S.C. SECTIONS 3801 ET SEQ. ARE APPLICABLE THERETO.

Signature and Title of Authorized Official
The undersigned chief legal counsel for the _____________________________________ hereby certifies that the ____________________________________ has authority under State and Local law to comply with the subject assurances that the certification above has been legally made.

Signature of Attorney Date

RFP No. 25-12

EXHIBIT H

PERFORMANCE GUARANTEE CERTIFICATION
The undersigned hereby certifies that the Vendor shall provide a Performance Guarantee in accordance with Specifications.

Designate below which form of Performance Guarantee shall be provided:

Performance Bond
Irrevocable Stand-By-Letter of Credit
Vendor’s Name:

Authorized Signature:

Title:

Date:

RFP No. 25-12
Montebello Bus Lines

EXHIBIT I

PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS: that
(Insert full name and address and legal title of Vendor) as Principal, hereinafter called Vendor, and,
(Insert full name and address or legal title of Surety) as Surety, hereinafter called Authority, in the amount of $_____________ for the payment whereof Vendor and Surety bind themselves, their heirs, executers, administrators, successors and assigns, jointly and severally, firmly by these presents.

WHEREAS, Vendor has by written agreement dated _______________________, 20____, entered into a contract with the City for Contract No.__________________, which contract is by reference made a part hereof, and is hereinafter referred to as the “Contract”.

NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if Vendor shall promptly and faithfully perform said Contract, then this obligation shall be null and void; otherwise it shall remain in full force and effect.

The Surety hereby waives notice of any alteration or extension of time made by the City.

Whenever Vendor shall be, and is declared by the City to be in default under the Contract, the City having performed City’s obligations thereunder, the Surety may promptly remedy the default, or shall promptly

1. Complete the Contract in accordance with it terms and conditions, or

2. Obtain a bid or bids for completing the Contract in accordance with its terms and conditions, and upon determination by Surety of the lowest responsible bidder, or, if the City elects, upon determination by the City and the Surety jointly of the lowest responsible bidder, arrange for a contract between such bidder and the Authority, and make available as Work progresses (even though there should be a default or a succession of defaults under the contract or contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the contract price; but not exceeding, the amount set forth in the first paragraph hereof.

The term "balance of the contract price," as used in this paragraph, shall mean the total amount payable by the City to Vendor under the Contract and any amendments thereto, less the amount properly paid by the City to Vendor.

Any suit under this bond must be instituted before the expiration of two (2) years from the date on which final payment under the Contract falls.

No right of action shall accrue on this bond to or for the use of any person or corporation other than the RECIPIENT or the heirs, executors, administrators or successors of the City.

RFP No. 25-12
Montebello Bus Lines
Signed and sealed this ____________________ day of 20____.

WITNESS PRINCIPLE
(SEAL)
(TITLE)

WITNESS SURETY
(SEAL)
(TITLE)
Attach hereto proof of authority of officers or agents to sign bond.

RFP No. 25-12
Montebello Bus Lines

EXHIBIT J

IRREVOCABLE STANDBY LETTER OF CREDIT CERTIFICATE
The undersigned states that he/she is of the of the
(Title)
(The “Beneficiary”) and hereby
(Name of Beneficiary)
Certifies on behalf of the Beneficiary to (the "Bank), with (Name of Issuing Bank)
Reference to Irrevocable Standby Letter of Credit No. Issued by the Bank (the "Letter of Credit"), that:

1. The undersigned is duly authorized to execute and deliver this certificate on behalf of the Beneficiary.

2. The Beneficiary is making a drawing under the Letter of Credit.

3. An Event of Default has occurred under Contract No.

4. The amount of the draft presented with this certificate does not exceed the total maximum amount drawable today under the Letter of Credit as provided therein.

IN WITNESS WHEREOF, this certificate is executed this __________________ day of_____, 20____.

NAME OF BENEFICIARY
By:

Its:

RFP No. 25-12
Montebello Bus Lines

EXHIBIT K
Bank Draft

FOR VALUE RECEIVED
Pay on the presentment to the sum of
(Name of Beneficiary) Dollars ($)
Charge to the Account of Irrevocable Standby Letter of
(Name of Issuing Bank)
Credit No. Dated:

To
(Name of Issuing Bank)

NAME OF BENEFICIARY
By
Its

[THIS PAGE WAS INTENTIONALLY LEFT BLANK]

UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

FEDERAL TRANSIT ADMINISTRATION

MASTER AGREEMENT
For Federal Transit Administration Agreements authorized by 49 U.S.C. chapter 53 and Title 23, United States Code (Highways), as amended by the Infrastructure Investment and Jobs Act of 2021 (IIJA), the Fixing America’s Surface Transportation (FAST) Act, the Moving Ahead for Progress in the 21st Century Act (MAP-21), the Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users (SAFETEA-LU), the SAFETEA-LU Technical Corrections Act of 2008, or other federal laws that FTA administers.

FTA MA(32)
March 26, 2025
http://www.transit.dot.gov

ATTACHMENT A

i

TABLE OF CONTENTS
Table of Contents...........................................................................................................................................i Preface ..........................................................................................................................................................1 Statutory Authorities.................................................................................................................................1 Purpose of this Master Agreement............................................................................................................1 Generally Applicable Provisions ..................................................................................................................3 Section 1. Terms of this Master Agreement and Compliance........................................................3 Section 2. Definitions.....................................................................................................................4 Section 3. Implementation. ..........................................................................................................12 Section 4. Ethics, Political Activity, Disqualification, and Certain Criminal Activity................19 Section 5. Federal Assistance.......................................................................................................27 Section 6. Non-Federal Share. .....................................................................................................28 Section 7. Payments to the Recipient...........................................................................................30 Section 8. Records and Reports Related to the Award and the Underlying Agreement..............41 Section 9. Record Retention and Access to Sites of Performance...............................................47 Section 10. Completion, Audit, Settlement, and Closeout.............................................................48 Section 11. Right of the Federal Government to Terminate. .........................................................50 Section 12. Civil Rights. ................................................................................................................51 Section 13. Planning. .....................................................................................................................59 Section 14. Private Enterprise........................................................................................................60 Section 15. Preference for United States Products and Services. ..................................................61 Section 16. Procurement. ...............................................................................................................62 Section 17. Patent Rights. ..............................................................................................................68 Section 18. Rights in Data and Copyrights. ...................................................................................69 Section 19. Use of Real Property, Equipment, and Supplies. ........................................................72 Section 20. Transit Asset Management..........................................................................................77 Section 21. Insurance. ....................................................................................................................77 Section 22. Relocation and Real Property......................................................................................78 Section 23. Construction................................................................................................................79 Section 24. Employee Protections. ................................................................................................80 Section 25. Early Systems Work Agreement.................................................................................82 Section 26. Environmental Protections..........................................................................................84 Section 27. State Management and Monitoring Systems...............................................................87 Section 28. Charter Service............................................................................................................87

ii
Section 29. School Bus Operations................................................................................................88 Section 30. Geographic Information and Related Spatial Data. ....................................................88 Section 31. Federal “$1 Coin” Requirements. ...............................................................................89 Section 32. Public Transportation Safety.......................................................................................89 Section 33. Motor Carrier Safety. ..................................................................................................89 Section 34. Safe Operation of Motor Vehicles. .............................................................................90 Section 35. Substance Abuse. ........................................................................................................91 Section 36. Protection of Sensitive Security and Other Sensitive Information..............................92 Section 37. Special Notification Requirements for States. ............................................................92 Section 38. Freedom of Information..............................................................................................93 Section 39. Disputes, Breaches, Defaults, and Litigation. .............................................................94 Section 40. Amendments to the Underlying Agreement................................................................95 Section 41. FTA’s Transit Award Management System (TrAMS). ..............................................95 Section 42. Information Obtained through Internet Links. ............................................................96 Section 43. Severability. ................................................................................................................96 Special Provisions for Specific Programs...................................................................................................97 Section 44. Special Provisions for All Public Transportation Innovation, Technical Assistance or Workforce Development Programs. ...................................................................................................97 Section 45. Special Provisions for the State Safety Oversight Grant Program..............................99 Section 46. Special Provisions for the State Infrastructure Bank (SIB) Program..........................99 Section 47. Special Provisions for the TIFIA and RRIF Programs. ............................................100 Section 48. Special Provisions for the Joint FTA–FRA Program................................................101 Appendix A Tribal Transit Program—Applicable Provisions..................................................................103

1 UNITED STATES DEPARTMENT OF TRANSPORTATION

FEDERAL TRANSIT ADMINISTRATION

MASTER AGREEMENT

PREFACE
Statutory Authorities
This is the official Federal Transit Administration (FTA) Master Agreement that applies to each Underlying Agreement (Grant Agreement, Cooperative Agreement, Loan Agreement, Loan Guarantee Agreement, or Line of Credit Agreement) for a specific Award authorized by:
(a) Federal transit laws, 49 U.S.C. chapter 53, as amended, including the following:
(1) The Infrastructure Investment and Jobs Act of 2021 (IIJA), Public Law No. 117-58, November 15, 2021, and other authorizing legislation that may be enacted;
(2) The Fixing America’s Surface Transportation (FAST) Act, Public Law No. 114-94, December 4, 2015;
(3) The Moving Ahead for Progress in the 21st Century Act (MAP-21), Public Law No. 112- 141, July 6, 2012, as amended by the Surface Transportation and Veterans Health Care Choice Improvement Act of 2015, Public Law No. 114-41, July 31, 2015; and
(4) The Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users (SAFETEA-LU), Public Law No. 109-59, August 10, 2005, as amended by the SAFETEA-LU Technical Corrections Act of 2008, Public Law No 110-244, June 6, 2008.
(b) Continuing Resolutions or Other Appropriations Resolutions or Acts funding the Department of Transportation during Fiscal Year 2025.
(c) Title 23, United States Code (Highways).
(d) Other federal legislation that FTA administers, as FTA so determines.

Purpose of this Master Agreement
This FTA Master Agreement contains the standard terms and conditions that apply to the Underlying Agreement with the Recipient, which Underlying Agreement may take the form of an:

2 (a) FTA Grant Agreement, including an FTA Grant Agreement for an award of federal assistance under the Tribal Transit Program;
(b) FTA Cooperative Agreement; or
(c) Transportation Infrastructure Finance Innovation Act (TIFIA) or Railroad Rehabilitation and Improvement Financing (RRIF) Loan, Loan Guarantee, Line of Credit, Master Credit Agreement for a Project overseen by FTA, or State Infrastructure Bank (SIB) Cooperative Agreement.

THEREFORE, in consideration of the mutual covenants, promises, and representations herein, FTA and the Recipient agree as follows:

3 GENERALLY APPLICABLE PROVISIONS
Section 1. Terms of this Master Agreement and Compliance. (a) The Recipient must comply with all applicable federal laws, regulations, and requirements, and should follow applicable federal guidance, except as FTA determines otherwise in writing.
(b) To assure compliance with federal laws, regulations, and requirements, the Recipient must take measures to assure that other participants in its Underlying Agreements (e.g., Third Party Participants) comply with applicable federal laws, regulations, and requirements, and follow applicable federal guidance, except as FTA determines otherwise in writing.
(c) FTA may take enforcement action if the Recipient or a Third Party Participant violates an applicable federal law, regulation, or requirement, or does not follow applicable federal guidance.
(d) FTA and the Recipient agree that not every provision of this Master Agreement will apply to every Recipient or Underlying Agreement.
(1) FTA has divided this Master Agreement into the “Preface,” “Generally Applicable Provisions,” and “Special Provisions for Specific Programs.” (2) This Master Agreement has an Appendix A illustrating the specific provisions of this Master Agreement that apply to the Tribal Transit Programs.
(3) Criteria determining which federal laws, regulations, requirements, and guidance apply include the type of Award, the federal law authorizing federal assistance for the Award, the federal law, regulations, or requirements governing how the Award must be implemented, the federal guidance pertaining to the Award, and the Recipient’s legal status as a “state,” “state instrumentality,” a “local government,” a federally recognized Indian Tribe (Indian Tribe), a “private nonprofit entity,” a “private for-profit entity,” or an individual.
(e) As provided in federal laws, regulations, requirements, and guidance, FTA will enforce only those federal laws, regulations, requirements, and guidance that apply to the specific FTA Recipient, its Third Party Participants, or to any Project and related activities encompassed in the Award, the accompanying Underlying Agreement, and any Amendments thereto.

4 (f) Each provision of this Master Agreement must be interpreted in context with all other provisions of this Master Agreement and the Underlying Agreement. If a single provision is read apart from the rest of this Master Agreement or the Underlying Agreement, that provision might not convey the extent of the Recipient’s responsibility to comply with the requirements of this Master Agreement and the Underlying Agreement.
(g) This Master Agreement does not have an Expiration Date. This Master Agreement continues to apply to the Recipient and its Underlying Agreement, until modified or superseded by a more recently enacted or issued applicable federal law, regulation, requirement, or guidance, or Amendment to this Master Agreement or the Underlying Agreement.

Section 2. Definitions.
(a) List of Definitions. In addition to the definitions provided in 49 U.S.C. § 5302, as amended, or in previous legislation if circumstances may require, the Recipient agrees that the following definitions apply:
(1) Application means the request for federal assistance submitted that is signed and dated by the Applicant or an official authorized to act on the behalf of the Applicant, and includes all explanatory, supporting, and supplementary documents filed with FTA by or on behalf of the Applicant, and has been reviewed by FTA staff and addresses FTA’s comments and concerns. An application for federal assistance in the form of a Grant or Cooperative Agreement must be submitted in FTA’s Transit Award Management System (TrAMS).
(2) Approval, unless FTA determines otherwise in writing, means a written statement of an authorized federal official transmitted electronically or in typewritten hard copy expressly permitting the Recipient to take or omit an action in connection with its Underlying Agreement, and signed by a federal official authorized to permit the Recipient to take or omit an action that may not be taken or omitted without the Federal Government’s permission.

Approval does not mean permission to take or omit a similar action other than the specific action for which approval was given and does not include an oral permission or interpretation, which has no legal force, authority, or effect. For purposes of this Master Agreement, the definition of “approval” also applies to “concurrence” and “waiver.”
(3) Associated Transit Improvement means, with respect to a Project or an area to be served by a Project, an activity that is designed to enhance transit service or use and that is physically or functionally related to transit facilities.

5 (4) Award means the Scope of Work that FTA has approved when FTA agreed to provide federal assistance. The Award also includes the requirements of all documents, terms, and conditions incorporated by reference and made part of the Underlying Agreement, which may be a Grant or Cooperative Agreement.
(5) Award Budget [formerly, Approved Project Budget] means the budget for all the Projects encompassed by the FTA Award. In contrast, Project Budget means the budget allocated for a single Project contained within an Award that FTA or a pass-through entity approves during the federal award process or in subsequent amendments to the FTA Award. It may include the federal and non-federal share or only the federal share, as determined by FTA or the pass-through entity. For legal and other purposes, FTA reserves the right to consider information other than that displayed electronically or on paper in the “Award Budget” to determine the scope of the Award, eligible Project activities, and other terms used in connection with the Award. (6) Common Rules means any one or more of the following:
(i) U.S. DOT regulations, “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,” 2 CFR Part 1201, which incorporates by reference U.S. Office of Management and Budget (OMB) regulatory guidance, “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,” 2 CFR Part 200;
(ii) U.S. DOT regulations, “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local
Governments,” former 49 CFR Part 18; and
(iii) U.S. DOT regulations, “Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-profit Organizations,” former 49 CFR Part

19. (7) Concurrence has the same meaning as the definition of Approval in this section of this Master Agreement.
(8) Cooperative Agreement means an instrument that the Federal Government uses to award federal assistance to the Recipient to support each specific Project and related activities described in the Underlying Agreement in which, consistent with 31 U.S.C. § 6305, the Federal Government takes an active role and retains substantial control. An FTA Cooperative Agreement consists of three parts:

6 (i) The FTA Award, consisting of the amount of federal assistance FTA is providing to support each specific Project and related activities, and a description of each Project as set forth in the Application submitted to FTA in TrAMS or on paper if permitted;
(ii) The Terms and Conditions incorporated by reference and made part of the Cooperative Agreement consisting of the following documents, irrespective of whether electronic or in typewritten hard copy, including:
(A) The most recent Federal Transit Administration Master Agreement, which applies to this Cooperative Agreement; (B) The current Certifications and Assurances applicable to the FTA Award that the Recipient has selected and provided to FTA; and
(C) Any Award notification containing special conditions or requirements if issued; and
(iii) The Execution of the Cooperative Agreement by the Recipient. (9) Designated Recipient means an entity designated, in accordance with the planning process under 49 U.S.C. §§ 5303 and 5304, by the governor of a state, responsible local officials, and publicly owned operators of public transportation, to receive and apportion amounts under 49 U.S.C. § 5336 to urbanized areas of 200,000 or more in population; or a state or regional authority, if the authority is responsible under the laws of a state for a Capital Project and for financing and directly providing public transportation. (10) Disability has the same meaning as in section 3(1) of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12102. (11) Federal Assistance means a type of federal funding that the Recipient receives through the Underlying Agreement.
(12) Federal Award Identification Number has the same meaning as “Project No.” in previous Grant Agreements and Cooperative Agreements with FTA. (13) Federal Government means the United States of America and any of its executive departments or agencies.
(14) Federal Guidance includes any federal document or publication signed by an authorized federal official providing official instructions or advice about a federal program that is not defined as a “federal requirement” and applies to

7 entities other than the Federal Government. Federal Guidance also may apply to the Federal Government, and may take the form of a:
(i) Federal directive;
(ii) Federal circular;
(iii) Federal order;
(iv) Federal published policy;
(v) Federal administrative practice;
(vi) Federal guideline;
(vii) Federal guidance document;
(viii) Letter signed by an authorized federal official; or (ix) Similar document.
(15) Federal Requirement means:
(i) An applicable federal law, regulation, or executive order; (ii) An applicable provision of the Underlying Agreement, including any Special Condition, Requirement, Provision, or Condition of Award; (iii) This Master Agreement;
(iv) A later Master Agreement after FTA and the Recipient have entered into the Underlying Agreement; or
(v) Another applicable federal mandate.
(16) Federal Transit Administration (FTA) is an operating administration of the Department of Transportation (U.S. DOT). Any reference to the “Urban Mass Transportation Administration” (also referred to as “UMTA”) refers to the “Federal Transit Administration” or “FTA” when appearing in any records of the United States.
(17) Federal Transit Administrator is the head of the Federal Transit Administration.
(18) Federally Recognized Indian Tribe means an Indian tribe that is federally recognized by the Bureau of Indian Affairs of the U.S. Department of the

8 Interior in accordance with the provisions of the Federally Recognized Indian Tribe List Act of 1994, as amended, 25 U.S.C. § 5130.
(19) Fiscal Year, as used in this Master Agreement, means “federal fiscal year,” which begins on October 1 of each calendar year and ends on September 30 of the next calendar year.
(20) Governor means the governor of a state, the mayor of the District of Columbia, or the chief executive officer of a territory of the United States and includes the designee thereof.
(21) Grant Agreement means a legal instrument that the Federal Government uses to award federal assistance to the Recipient to support each specific Project and related activities described in the Underlying Agreement in which, consistent with 31 U.S.C. § 6304, the Federal Government does not take an active role and does not retain substantial control. An FTA Grant Agreement consists of three parts:
(i) The FTA Award, consisting of the amount of federal assistance FTA is providing to support each specific Project and related activities, and a description of each Project as set forth in the Application submitted to FTA in TrAMS or on paper if permitted;
(ii) The Terms and Conditions incorporated by reference and made part of the Grant Agreement consisting of the following documents, irrespective of whether electronic or in typewritten hard copy, including:
(A) The most recent “Federal Transit Administration Master Agreement, which applies to this Grant Agreement;
(B) The current Certifications and Assurances applicable to the FTA Award that the Recipient has selected and provided to FTA; and
(C) Any Award notification containing special conditions or requirements if issued; and
(iii) The Execution of the Grant Agreement by the Recipient. (22) Indian Tribe means the Recipient or Subrecipient that receives “Tribal Transit Program” assistance authorized by 49 U.S.C. § 5311(c)(1) to support its Underlying Agreement.

9 (23) Internal Controls means a process, implemented by a Recipient or Subrecipient, designed to provide reasonable assurance regarding the achievement of objectives in the following categories: (a) effectiveness and efficiency of operations, (b) reliability of reporting for internal and external use, and (c) compliance with applicable laws, regulations, and requirements. (24) Local Government Authority includes (a) a political subdivision of a state; (b) an authority of at least one state or political subdivision of a state; (c) an Indian tribe; and (d) a public corporation, board, or commission established under the laws of a state.
(25) Low-Income Individual, for purposes of 49 U.S.C. § 5311(j)(1)(A)(iii), means an individual whose family income is at or below 100 percent of the poverty line, as that term is defined in section 673(2) of the Community Services Block Grant Act, 42 U.S.C. § 9902(2), including any revision required under that section, for a family of the size involved. (26) Master Credit Agreement means a conditional agreement to extend one or more loans to a Recipient under the Transportation Infrastructure Finance and Innovation Act (TIFIA) of 1998, as amended, 23 U.S.C. §§ 601 – 609, or the Railroad Rehabilitation and Improvement Financing (RRIF) program, 45 U.S.C. §§ 821 – 823, and also means the type of Underlying Agreement used for the TIFIA or RRIF loans.
(27) Non-Federal Funds or Non-Federal Share includes the following sources of funding or in-kind property or services used to match the federal assistance awarded for the Grant or Cooperative Agreement:
(i) Local funds;
(ii) Local in-kind property or services;
(iii) State funds;
(iv) State in-kind property or services;
(v) Other federal funds for which the federal statute authorizing a program specifically provides that federal funds made available for that program can be applied to the cost sharing requirements of other federal programs.
(28) Non-Tribal Service Provider, for purposes of 49 U.S.C. § 5311(j)(2), means a non-tribal provider of public transportation that connects residents of tribal

10 lands with surrounding communities, improves access to employment or healthcare, or otherwise addresses the mobility needs of tribal members. (29) Project means the public transportation improvement activities eligible for federal assistance in an application to FTA and/or in an FTA Award. (30) Public Transportation, has the same meaning as “transit” or “mass transportation,” and, consistent with the definition at 49 U.S.C. § 5302, means regular, continuing shared- ride surface transportation services that are open to the general public, or open to a segment of the general public defined by age, disability, or low income, but does not include:
(i) Intercity passenger rail transportation provided by Amtrak or a successor thereof as described in 49 U.S.C. chapter 243; (ii) Intercity bus service;
(iii) Charter service;
(iv) School bus service;
(v) Sightseeing service;
(vi) Courtesy shuttle service for patrons of one or more specific establishments; or
(vii) Intra-terminal or intra-facility shuttle services. (31) Recipient or Direct Recipient means a non-federal entity that receives a federal award directly from a federal awarding agency to carry out an activity under a federal program. The term “Recipient” does not include a Subrecipient.
(32) Scope of Work means the purpose of the Grant Agreement or Cooperative Agreement and the activities and approaches required to carry out a Project.

The scope of work consists of various components, including the Award Budget, beneficiaries, locations, and other aspects identified in the approved application. FTA reserves the right to consider other information in determining the scope of the Project or the “scope of work of a Grant Agreement or Cooperative Agreement” when “scope” is used for other purposes. See the latest edition of the FTA Master Agreement. (33) Split Letter (sometimes referred to as a suballocation letter or government subapportionment letter) means a letter in which a Designated Recipient of Urbanized Area Formula Grant Program funding authorized by 49 U.S.C.

11 § 5307, a Designated Recipient of Formula Grants for Enhanced Mobility of Seniors and Individuals with Disabilities authorized by 49 U.S.C. § 5310, a Designated Recipient of the State of Good Repair Formula Grants, 49 U.S.C. § 5337, agrees to a reassignment or reallocation of that federal assistance to one or more direct Recipients.
(34) Subagreement or Subgrant means an agreement through which the Recipient awards federal assistance to its Subrecipient(s) to support or stimulate any of the Recipient’s or Subrecipient’s Projects or related activities supported under the Award, the accompanying Underlying Agreement, or Amendments thereto, but does not include a third party contract, third party subcontract, or lease.
(35) Subrecipient or Subgrantee means any entity or person that receives federal assistance provided by an FTA Recipient instead of FTA directly, but does not include a Third Party Contractor, Third Party Subcontractor, or Lessee. (36) Third Party Agreement includes agreements or arrangements supported in whole or in part with federal assistance awarded to a Recipient by FTA, including a subagreement with a subrecipient, a third party contract, a third party subcontract, a lease, or similar arrangement or agreement as FTA may recognize.
(37) Third Party Contract means a legal instrument by which a Recipient or Subrecipient purchases property or services needed to carry out the Grant Agreement or Cooperative Agreement. This does not include an instrument describing a transaction that meets the definition of a federal Award, Grant, Cooperative Agreement, Subaward, or Subagreement.
(38) Third Party Participant means each participant in the Recipient’s Project, except for FTA and the Recipient, whose work under the Project is supported with FTA funding, eligible non-federal share dedicated to the Project, or is dedicated as an in-kind contribution eligible for non-federal share. A Third Party Participant may be a Subrecipient, Third Party Contractor, Third Party Subcontractor, Lessee, or Similar Participant in the Recipient’s Project (for example, a partner in a joint development venture).
(39) Third Party Subcontract means a subcontract entered into by the Third Party Contractor with a Third Party Subcontractor, or a Third Party Subcontractor with another Third Party Subcontractor at any tier, and is supported in whole or in part with the federal assistance originally derived from FTA, or nonfederal share dedicated to the Recipient’s Underlying Agreement.

12 (40) Underlying Agreement means a specific Grant Agreement, Cooperative Agreement, or, with respect to TIFIA or RRIF assistance, a specific Loan Agreement, Line of Credit Agreement, or Loan Guarantee Agreement that incorporates the terms of this Master Agreement, in each case including any amendments thereto, supported with federal assistance appropriated or made available under the authorized program.
(41) Unique Entity Identifier has two meanings:
(i) A Recipient’s or a Subrecipient’s unique entity identifier for purposes of the “System of Award Management” (SAM), which currently is the DUNS Number; but
(ii) For FTA purposes, FTA assigns a separate Recipient/Vendor ID as a “unique entity identifier,” which is a four-digit number and is displayed on the Grant Agreement and the Cooperative Agreement following the heading “Recipient ID.”
(42) Waiver has the same meaning as the definition of Approval in this section of this Master Agreement.
(b) Application of Definitions. The Recipient also agrees that the definitions in section 2(a) above apply throughout this Master Agreement.

Section 3. Implementation.
(a) Effective Date. The Effective Date of Recipient’s Underlying Agreement is the date when the authorized FTA official signs the Underlying Agreement. (b) Description of Each Project. The “Description of Each Project” in the “Executive Summary” of the “FTA Award” section of the Recipient’s Underlying Agreement often provides only a brief description of each Project and related activities to be undertaken by the Recipient; therefore, the Recipient agrees to perform the work described in the terms of its Underlying Agreement, including all the documents and information incorporated by reference and made part of that Underlying Agreement. (c) Prompt Implementation. After receiving notice that the FTA official signed the Underlying Agreement, the Recipient agrees to undertake promptly each Project and related activities described in the Underlying Agreement. (d) Completion Dates. The Recipient agrees to complete each Project within the time periods specified in the Underlying Agreement and all activities must be completed by the Award’s end date, unless FTA agrees in writing to extend the end date. Unless FTA determines otherwise in writing, interim milestone dates and other completion

13 dates applicable to the Award are good faith estimates and are not intended to be firm contractual requirements. However, FTA and the Recipient agree that milestone dates and other completion dates for Full Funding Grant Agreements, Small Starts Grant Agreements or other specific agreements in which FTA expressly states that the milestone dates or other completion dates for the Underlying Agreement are firm dates that may be enforced.
(e) The Recipient’s Capacity. To carry out its Underlying Agreement, the Recipient agrees to maintain:
(1) Sufficient legal, financial, technical, and managerial capacity, and adequate functional capacity to:
(i) Plan, manage, and complete its responsibilities outlined in the Underlying Agreement;
(ii) Use the Project property;
(iii) Carry out the safety and security aspects of the Underlying Agreement;
(iv) Comply with the terms and conditions of the Underlying Agreement, the Recipient’s annual Certifications and Assurances to FTA, and applicable federal laws, regulations, and requirements; and (v) Follow applicable federal guidance, except as the Federal Government determines otherwise in writing.
(2) Strong internal controls to assure that it is managing its Award in compliance with federal laws, regulations, requirements, and the terms and conditions of the Underlying Agreement including, but not limited to:
(i) Amendments or revisions to its Award Budget;
(ii) Salaries and wages of the Recipient’s and Subrecipient’s personnel; (iii) Protection of personally identifiable information and other sensitive information; and
(iv) Other matters that must be in compliance with federal laws, regulations, requirements, and the terms and conditions of the Underlying Agreement.
(f) U.S. DOT Administrative Requirements. The Recipient agrees to comply with the following U.S. DOT regulations (Common Rules) to the extent applicable:

14 (1) Requirements Applicable On or After December 26, 2014. The following requirements apply to the Award, the accompanying Underlying Agreement, and any Amendments thereto signed by an authorized FTA official on or after December 26, 2014 as follows:
(i) U.S. DOT regulations, “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,” 2 CFR Part 1201, which incorporates by reference U.S. OMB regulatory guidance, “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,” 2 CFR Part 200, and which applies to an Award, the accompanying Underlying
Agreement, and any Amendments to any Underlying Agreement with a state, local government, Indian tribe, institution of higher education (IHE), or nonprofit organization; and
(ii) Except as FTA determines otherwise in writing, U.S. DOT regulations, “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,” 2 CFR Part 1201, and subparts A through E of U.S. OMB regulatory guidance, “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,” 2 CFR Part 200, apply to a private for-profit entity; notably, the Cost Principles of Part 31 of the Federal Acquisition Regulation, which permits the payment of profits or fees for work under procurement contracts, generally will not apply to private for-profit entities.
(2) Requirements Applicable Before December 26, 2014. The following requirements apply to the Award, the accompanying Underlying Agreement, and any Amendments thereto signed by an authorized FTA official before December 26, 2014, as follows:
(i) For a state, local government, or Indian tribal government, U.S. DOT regulations, “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments,” former 49 CFR Part 18;
(ii) For an institution of higher education or a nonprofit organization, U.S. DOT regulations, “Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education; Hospitals, and Other Non-Profit Organizations,” former 49 CFR Part 19; or
(iii) For a private for-profit organization, U.S. DOT regulations, “Uniform Administrative Requirements for Grants and Agreements with

15 Institutions of Higher Education, Hospitals, and Other Non-profit Organizations,” former 49 CFR Part 19.
(g) Application of Federal, State, and Local Laws, Regulations, Requirements, and Guidance. The Recipient agrees to comply with all applicable federal requirements and follow applicable federal guidance. All standards or limits are minimum requirements when those standards or limits are included in the Recipient’s Underlying Agreement or this Master Agreement. At the time the FTA official awards federal assistance to the Recipient in support of the Underlying Agreement, the federal requirements and guidance that apply then may be modified from time to time, and will apply to the Recipient or the accompanying Underlying Agreement, except as FTA determines otherwise in writing.
(h) The Recipient’s Responsibility to Comply with Federal Requirements. Irrespective of involvement by any other entity in the Underlying Agreement:
(1) General. The Recipient agrees to comply with all federal requirements that apply to itself and the Underlying Agreement. (2) Primary Responsibility for Compliance.
(i) The Recipient, as the Direct Recipient of federal assistance, agrees that it is ultimately responsible for full compliance with federal requirements related to itself, its Award, the accompanying Underlying Agreement, and any Amendments thereto, even though:
(A) A Third Party Participant provides property or services to support a Project or related activities implementing the Award, the accompanying Underlying Agreement, any
Amendments thereto; or
(B) Another entity or person is involved with the Award, the accompanying Underlying Agreement, or any Amendments
thereto.
(ii) FTA and the Recipient agree that if FTA makes an Award to a Recipient other than the Designated Recipient as defined under 49 U.S.C. § 5302, the Designated Recipient is not a party to the Award or the Underlying Agreement and is not responsible for compliance with federal requirements related to the Underlying Agreement. However, if FTA makes an Award to a Designated Recipient, then that Designated Recipient is responsible for compliance with federal requirements related to its Underlying Agreement. FTA and the Recipient further agree to the terms of the

16 Designated Recipient’s Split Letter, Suballocation Letter, or Government Subapportionment Letter attached in TrAMS, including the amounts allocated by the Designated Recipient to each Direct Recipient, and the commitment to comply with the associated transit improvement requirement as stated in that letter.
(iii) Apart from other oversight and reviews FTA may conduct, the Recipient agrees that FTA is expressly authorized to conduct oversight of the Recipient’s and its Subrecipients’ compliance with federal requirements for safety and security, procurement (including Buy America requirements), management, and finance.
(i) The Recipient’s Responsibility to Extend Federal Requirements to Third Party Participants. In certain circumstances, the Recipient’s compliance with specific federal requirements depends on compliance by its Third Party Participant(s) with those federal requirements, and therefore:
(1) General. The Recipient agrees to ensure that its Third Party Participant(s) will comply with applicable federal requirements, and follow applicable federal guidance.
(2) The Recipient as a “Pass-Through” Entity. If the Recipient is providing a subaward to a Subrecipient to carry out all or part of its Award, the Recipient agrees to obtain the agreement of each Subrecipient to comply with U.S.

DOT’s administrative requirements, as set forth above.
(3) Performance of the Recipient’s Responsibilities. If a Third Party Participant is expected to fulfill any responsibilities typically performed by the Recipient, the Recipient agrees to ensure that the Third Party Participant will carry out the Recipient’s responsibilities in compliance with federal requirements, and provide enough information to each Third Party Participant so that it understands that it will be expected to follow federal guidance.
(4) Risk. As provided in 2 CFR Part 1201, which incorporates by reference 2 CFR Part 200, the Recipient agrees to evaluate the risk involved before awarding a subagreement to any entity.
(5) Third Party Agreements. To comply with federal requirements, the Recipient agrees to enter into a written Third Party Agreement with each Third Party Participant in its Underlying Agreement and must include all appropriate provisions stating the Third Party Participant’s responsibilities to assure the Recipient’s capability to comply with applicable federal requirements and

17 guidance and specifying the responsibilities that the Third Party Participant will fulfill on the Recipient’s behalf.
(6) Notice to Third Party Participants. The Recipient agrees to include notice in each Third Party Agreement that:
(i) Federal requirements that apply to the Recipient or the Award, the accompanying Underlying Agreement, and any Amendments thereto may change due to changes in federal law, regulation, other requirements, or guidance, or changes in the Recipient’s Underlying Agreement including any information incorporated by reference and made part of that Underlying Agreement; and
(ii) Applicable changes to those federal requirements will apply to each Third Party Agreement and parties thereto at any tier.
(j) Changed Circumstances. The Recipient agrees that changed circumstances may occur that may impact the Recipient’s ability to comply with the terms and conditions of the Underlying Agreement.
(1) Types of Changes. Certain circumstances can cause significant changes in performance of a Project or related activities or adversely affect the Recipient’s ability to carry out its Underlying Agreement, such as:
(i) A change in federal requirements or guidance;
(ii) A change in state, territorial, local, or tribal requirements; (iii) A change in the Recipient’s circumstances, including:
(A) Its legal, financial, technical, or managerial capacity; (B) Its continuing control of Project property; or
(C) Another similar situation; and
(iv) Any current or prospective legal matter with potentially serious consequences, including a major dispute, default, breach, or litigation, or knowledge that the Recipient’s principal, official, employee, agent, or a Third Party Participant, or other person has submitted a false claim under the False Claims Act, 31 U.S.C. § 3729, et seq., or has committed a criminal or civil violation of law pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving federal assistance; suspension, debarment, or other similar administrative or enforcement action against the Recipient or any

18 Third Party Participant; or any matter or situation, including any other change or legal action that may adversely affect the Federal Government’s interest in a Project or related activities. (2) Notice. In the circumstances described above, the Recipient agrees to provide immediate written notice to the:
(i) FTA Regional Counsel for the Region in which the Recipient operates public transportation or implements the Underlying Agreement;
(ii) FTA Headquarters Manager that administers the Underlying Agreement; or
(iii) FTA Chief Counsel.
(k) Conflict Between Federal Requirements and State, Territorial, Local, or Tribal Requirements. FTA and the Recipient understand that a federal requirement may conflict with a state, territorial, local, or tribal requirement, and agree that the Recipient must comply with each applicable federal requirement that pre-empts the conflicting state, territorial, local, or tribal requirement. (1) Compliance with State, Territorial, Local or Tribal Requirements. Unless otherwise pre-empted by a federal requirement, FTA and the Recipient agree that:
(i) FTA expects the Recipient to comply with applicable state, territorial, local, and tribal requirements; and
(ii) FTA does not require the Recipient to take any action involving the Underlying Agreement that would violate a state, territorial, local, or tribal requirement that conflicts with a federal requirement. (2) When a Conflict Arises. When a federal requirement conflicts with a state, territorial, local, or tribal requirement:
(i) The Recipient must notify FTA immediately in writing if compliance with the federal requirement would violate a state, territorial, local, or tribal requirement, or require the Recipient to violate a state, territorial, local, or tribal requirement.
(ii) The Recipient must make appropriate arrangements with FTA to proceed with its responsibilities as set forth in the Underlying Agreement, or terminate the Underlying Agreement expeditiously, if necessary.

19 (l) No Federal Government Commitment or Liability to Third Parties. Except as the Federal Government expressly consents in writing, the Recipient agrees that:
(1) The Federal Government does not and shall not have any commitment or liability related to the Underlying Agreement, to any Third Party Participant at any tier, or to any other person or entity that is not a party (FTA or the Recipient) to the Underlying Agreement; and
(2) Notwithstanding that the Federal Government may have concurred in or approved any Solicitation or Third Party Agreement at any tier that may affect the Underlying Agreement, the Federal Government does not and shall not have any commitment or liability to any Third Party Participant or other entity or person that is not a party (FTA or the Recipient) to the Underlying Agreement.

Section 4. Ethics, Political Activity, Disqualification, and Certain Criminal Activity. (a) Standards of Conduct. At a minimum, the Recipient agrees to, and assures that its Subrecipients will, establish and maintain written Standards of Conduct covering conflicts of interest that:
(1) Apply to the following individuals who have a present or potential financial interest, or other significant interest, such as a present or potential employment interest in the selection, award, or administration of a third party contract or subcontract:
(i) The Recipient or its Subrecipients’ officers, employees, board members, or agents engaged in the selection, award, or administration of any third party agreement;
(ii) The immediate family members or partners of those listed above in section 4(a)(1)(i) of this Master Agreement; and
(iii) An entity or organization that employs or is about to employ any person that has a relationship with the Recipient or its Subrecipient listed above in sections 4(a)(1)(i) and (ii) of this Master Agreement; (2) Prohibit those individuals listed above in section 4(a)(1) from:
(i) Engaging in any activities involving the Recipient’s or any of its Subrecipients’ present or potential Third Party Participants at any tier, including selection, award, or administration of a third party agreement in which the individual has a present or potential financial or other significant interest; and

20 (ii) Accepting a gratuity, favor, or anything of monetary value from a present or potential Third Party Participant in the Recipient’s Underlying Agreement, unless the gift is unsolicited and has an insubstantial financial or nominal intrinsic value; and (3) Establish penalties, sanctions, or other disciplinary actions for violations, as permitted by state or local law or regulations, that apply to those individuals listed above in section 4(a)(1) and the Recipient’s or Subrecipient’s Third Party Participants.
(b) Bonus or Commission. The Recipient affirms that it has not paid, and agrees that it will not pay, any bonus or commission to obtain federal assistance for any Project or related activities supported under the Underlying Agreement. (c) Lobbying Restrictions. The Recipient agrees that neither it nor any Third Party Participant will use federal assistance to influence any officer or employee of a federal agency, member of Congress or an employee of a member of Congress, or officer or employee of Congress on matters that involve the Underlying Agreement, including any extension or modification, according to the following:
(1) Laws, Regulations, Requirements, and Guidance. This includes:
(i) The Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352, as amended;
(ii) U.S. DOT regulations, “New Restrictions on Lobbying,” 49 CFR Part 20, to the extent consistent with 31 U.S.C. § 1352, as amended; and (iii) Other applicable federal laws, regulations, requirements, and guidance prohibiting the use of federal assistance for any activity concerning legislation or appropriations designed to influence the U.S. Congress or a state legislature; and
(2) Exception. If permitted by applicable federal law, regulations, requirements, or guidance, such lobbying activities described above may be undertaken through the Recipient’s or Subrecipient’s proper official channels. (d) Political Activity. The Recipient agrees to comply with:
(1) The Hatch Act, 5 U.S.C. chapter 15, which limits the political activities of state and local government agencies supported in whole or in part with federal assistance, including the political activities of state and local government officers and employees whose principal governmental

21 employment activities are supported in whole or in part with federal assistance;
(2) U.S. Office of Personnel Management regulations, “Political Activity of State or Local Officers or Employees,” 5 CFR Part 151; and (3) 49 U.S.C. § 5323(l)(2) and 23 U.S.C. § 142(g), which limits the applicability of the Hatch Act, as follows:
(i) The Hatch Act does not apply to nonsupervisory employees of a public transportation system, or any other agency or entity performing related functions, based upon the Award of federal assistance under 49 U.S.C. chapter 53 or 23 U.S.C. § 142(a)(2); but
(ii) Notwithstanding the preceding section 4(e)(3)(ii) of this Master Agreement, the Hatch Act does apply to a nonsupervisory employee if imposed for a reason other than the Award of federal assistance to its employer under 49 U.S.C. chapter 53 or 23 U.S.C. § 142(a)(2). (e) False or Fraudulent Statements or Claims.
(1) Civil Fraud. The Recipient acknowledges and agrees that:
(i) Federal laws, regulations, and requirements apply to itself and its Underlying Agreement, including the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801, et seq., and U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 CFR Part 31. (ii) By executing the Underlying Agreement, the Recipient certifies and affirms to the Federal Government the truthfulness and accuracy of any claim, statement, submission, certification, assurance, affirmation, or representation that the Recipient provides to the Federal Government.
(iii) The Federal Government may impose the penalties of the Program Fraud Civil Remedies Act of 1986, as amended, and other applicable penalties if the Recipient presents, submits, or makes available any false, fictitious, or fraudulent information.
(2) Criminal Fraud. The Recipient acknowledges that 49 U.S.C. § 5323(l)(1) authorizes the Federal Government to impose the penalties under 18 U.S.C. § 1001 if the Recipient provides a false, fictitious, or fraudulent claim, statement, submission, certification, assurance, or representation in

22 connection with a federal public transportation program under 49 U.S.C. chapter 53 or any other applicable federal law.
(f) Trafficking in Persons.
(1) Legal Authorities. The Recipient agrees to comply and assures the compliance of each Subrecipient, with federal requirements and guidance, including:
(i) Section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended, 22 U.S.C. § 7104(g); and
(ii) The terms of this section 4(f), which have been derived from U.S.

OMB regulatory guidance, “Award Term for Trafficking in Persons,” 2 CFR Part 175, per U.S. OMB’s direction.
(2) Definitions. The Recipient agrees that for purposes of this section 4(f):
(i) Employee means either an individual who is employed by the Recipient or a Subrecipient, and is participating in a Project or related activities as set forth in the Underlying Agreement, or another person who is participating in a Project or related activities as set forth in the Underlying Agreement and is not compensated by the Recipient, including, but not limited to, a volunteer, or an individual whose services are contributed by the Recipient or Third Party Participant as an in-kind contribution toward the cost sharing requirements of the Recipient’s Underlying Agreement.
(ii) Forced labor means labor obtained by recruitment, harboring, transportation, provision, or other means of obtaining of a person for labor or services through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery.
(iii) Private entity means any entity other than a state, local government, Indian tribe, or foreign public entity, as those terms are defined in 2 CFR § 175.25, and includes a for-profit organization, or a nonprofit organization, including any nonprofit organization of higher education, hospital, or tribal organization other than one included in the definition of Indian Tribe at 2 CFR § 175.25(b).
(iv) Severe forms of trafficking in persons has the meaning given at section 103 of the TVPA, as amended, 22 U.S.C. § 7102.

23 (v) Commercial sex act has the meaning given at section 103 of the TVPA, as amended, 22 U.S.C. § 7102.
(vi) Coercion has the meaning given at section 103 of the TVPA, as amended, 22 U.S.C. § 7102.
(3) Provisions Applicable to All Recipients. The Recipient agrees to, and assures that its Subrecipients will:
(i) Provide Information. Inform FTA immediately of any information it receives from any source alleging a violation of the prohibitions listed in section 4(f)(4) of this Master Agreement; and
(ii) Subagreement Provision. Include the following provision in any subagreement it enters into with a private entity as defined above in section 4(f)(2)(iii) of this Master Agreement:

XXX agrees that it and its employees that participate in the Recipient’s Award, may not:

Engage in severe forms of trafficking in persons during the period of time that the Recipient’s Award is in effect,
Procure a commercial sex act during the period of time that the Recipient’s Award is in effect, or
Use forced labor in the performance of the Recipient’s Award or subagreements thereunder.
(4) Provisions Applicable to a Private Entity Recipient. If the Recipient is a private entity, it agrees that:
(i) Prohibitions. It, its employees, its Subrecipients, and its Subrecipients’ employees that participate in the Underlying Agreement will not:
(A) Engage in severe forms of trafficking in persons during the period of time that the Recipient’s Underlying Agreement is in effect;
(B) Procure a commercial sex act during the period of time that the Recipient’s Underlying Agreement is in effect; or
(C) Use forced labor in the performance of the Recipient’s Underlying Agreement or subagreements.

24 (ii) Termination of Federal Assistance. Section 106(g) of the TVPA, as amended, 22 U.S.C. § 7104(g), and U.S. OMB regulatory guidance, “Award Term for Trafficking in Persons,” 2 CFR Part 175, provide FTA the right to unilaterally terminate the Underlying Agreement for a violation of that Act without penalty to the Federal Government, if FTA determines that the private entity Recipient or its Subrecipient:
(A) Has violated a prohibition described above in section 4(g)(4)(i) of this Master Agreement; or
(B) Has an employee whose conduct is determined to have violated a prohibition described above in section 4(g)(4)(i) of this Master Agreement because that employee’s conduct is either:
a. Associated with the performance of the Recipient’s
Underlying Agreement; or
b. Imputed to the Recipient or Subrecipient using the
standards of due process for conduct of an individual
to an organization provided in:
i. U.S. DOT regulations, “Nonprocurement
Suspension and Debarment,” 2 CFR Part 1200;
or
ii. U.S. OMB regulatory guidance, “Guidelines to
Agencies on Governmentwide Debarment and
Suspension (Nonprocurement),” 2 CFR Part
180.
(5) Provisions Applicable to a Recipient That is Not a Private Entity. A Recipient that is not a private entity agrees that section 106(g) of the TVPA, as amended, 22 U.S.C. § 7104(g), and U.S. OMB regulatory guidance, “Award Term for Trafficking in Persons,” 2 CFR Part 175, provides FTA the right to unilaterally terminate the Underlying Agreement, without penalty to the Federal Government, for a violation of that Act if FTA determines that:
(i) A private entity that is the Subrecipient of the Recipient is determined to have engaged in severe forms of trafficking in persons during the period of time that the Recipient’s Underlying Agreement is in effect; procured a commercial sex act during the period of time that the Recipient’s Underlying Agreement is in effect; or used forced labor in

25 the performance of the Recipient’s Underlying Agreement or subagreements thereunder; or
(ii) An employee of a private entity that is the Subrecipient has engaged in severe forms of trafficking in persons during the period of time that the Recipient’s Underlying Agreement is in effect; procured a commercial sex act during the period of time that the Recipient’s Underlying Agreement is in effect; or used forced labor in the performance of the Recipient’s Underlying Agreement or
subagreements thereunder, and whose conduct described above is associated with the performance of the Recipient’s Underlying Agreement; or is imputed to the Subrecipient using the standards for due process to impute the conduct of an individual to an organization as provided in U.S. OMB regulatory guidance, “Guidelines to Agencies on Governmentwide Debarment and Suspension
(Nonprocurement),” 2 CFR Part 180, and U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 CFR Part 1200. (6) Remedies Other Than Termination of Federal Assistance. The Recipient agrees that FTA’s right to terminate federal assistance as provided in the TVPA and in sections 4(f)(4)(ii) and 4(f)(5) are in addition to all other remedies for noncompliance available to the Federal Government under this Master Agreement.
(g) Federal Tax Liability and Recent Felony Convictions. (1) Transactions Prohibited.
(i) The Recipient agrees that, prior to entering into any Third Party Agreement with any private corporation, partnership, trust, joint-stock company, sole proprietorship, or other business association, the Recipient will obtain from the prospective Third Party Participant a certification that the Third Party Participant—
(A) Does not have any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the
authority responsible for collecting the tax liability; and (B) Was not convicted of the felony criminal violation under any Federal law within the preceding 24 months.

26 (ii) If the prospective Third Party Participant cannot so certify, the Recipient agrees to refer the matter to FTA and not to enter into any Third Party Agreement with the Third Party Participant without FTA’s written approval.
(2) Flow-Down. The Recipient agrees to require all Third Party Participants to flow this requirement down to participants at all lower tiers, without regard to the value of any subagreement.
(h) Debarment and Suspension. The Recipient agrees to the following:
(1) It will comply with the following requirements of 2 CFR Part 180, subpart C, as adopted and supplemented by U.S. DOT regulations at 2 CFR Part 1200. (2) It will not enter into any “covered transaction” (as that phrase is defined at 2 CFR §§ 180.220 and 1200.220) with any Third Party Participant that is, or whose principal is, suspended, debarred, or otherwise excluded from participating in covered transactions, except as authorized by— (i) U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 CFR Part 1200;
(ii) U.S. OMB regulatory guidance, “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” 2 CFR Part 180; and
(iii) Other applicable federal laws, regulations, or requirements regarding participation with debarred or suspended Recipients or Third Party Participants.
(3) It will review the U.S. GSA “System for Award Management – Lists of Parties Excluded from Federal Procurement and Nonprocurement Programs,” if required by U.S. DOT regulations, 2 CFR Part 1200.
(4) It will ensure that its Third Party Agreements contain provisions necessary to flow down these suspension and debarment provisions to all lower tier covered transactions.
(5) If the Recipient suspends, debars, or takes any similar action against a Third Party Participant or individual, the Recipient will provide immediate written notice to the:
(i) FTA Regional Counsel for the Region in which the Recipient is located or implements the Underlying Agreement;

27 (ii) FTA Headquarters Manager that administers the Grant or Cooperative Agreement; or
(iii) FTA Chief Counsel.

Section 5. Federal Assistance.
(a) Total Federal Assistance Awarded and Obligated. The Recipient agrees that FTA’s responsibility to provide federal assistance for its Underlying Agreement is up to the amount shown in the Underlying Agreement, as modified by any Amendments thereto, which is equal to the smallest of: (1) the maximum amount permitted by federal law or regulation, or (2) the “Total FTA Amount Awarded and Obligated,” as stated in the Underlying Agreement. FTA’s responsibility to provide federal assistance is limited to the amounts listed in the most recent Award Budget identified in the Underlying Agreement and may not exceed the federal share of the actual eligible expenses incurred for participation in the Award. (b) Basis of Federal Assistance. The Recipient agrees that the “Total FTA Amount Awarded and Obligated” stated in the Underlying Agreement and modified by any Amendments thereto is calculated based on the Net Project Cost or on another basis as set forth below:
(1) “Net Project Cost.” The Recipient agrees that if federal law or regulation requires an Underlying Agreement to be financed based on its “Net Project Cost,” as defined in 49 U.S.C. § 5302:
(i) FTA will provide federal assistance for a percentage of the portion of the “Total Award Budget” that the Recipient cannot reasonably finance from its revenues, which is the “Net Project Cost;” (ii) FTA will use the amount of the “Total Award Budget” stated on the Underlying Agreement to calculate the “Total FTA Amount Awarded and Obligated;” and
(iii) In TrAMS, the amount stated as the “Total Award Budget” on the Underlying Agreement is actually the “Net Project Cost,” as defined in 49 U.S.C. § 5302.
(2) Other Basis for FTA Participation. The Recipient agrees that if federal law or FTA permits an Underlying Agreement to be financed on a basis other than its “Net Project Cost,” as defined in 49 U.S.C. § 5302, or under previous authorizing legislation:

28 (i) FTA will provide federal assistance for all or part of the cost of the Underlying Agreement that is eligible for federal assistance; (ii) In some instances, FTA has discretion to determine the amount of federal assistance to provide for each specific Project or related activities; and
(iii) FTA will use the amount stated in the Underlying Agreement as the “Total Award Budget” to calculate the “Total FTA Amount Awarded and Obligated.”
(c) Award Budget. The Recipient agrees to prepare an Award Budget that, after FTA has provided its approval, will be incorporated by reference and made part of the Underlying Agreement.
(1) Restrictions. The Recipient agrees that it will not incur costs eligible for FTA participation under the Award or withdraw federal assistance for eligible costs incurred unless those costs are consistent with the Award Budget. (2) Amendments to the Award Budget. To the extent specified in applicable FTA program management guidance, the Recipient agrees that it must obtain prior FTA approval in writing before amending its Award Budget or transferring federal assistance for the Award if the transfer is not expressly authorized by federal law, regulation, or guidance. An Award of additional federal assistance will require an amended Award Budget.
(3) Revisions to the Award Budget. To the extent specified in applicable FTA program management guidance, the Recipient may revise the Award Budget without prior FTA written approval. The Recipient agrees that all other Award Budget revisions will require prior FTA approval in writing. (4) Unexpended Federal Assistance. The Recipient agrees to inform FTA promptly if it believes it will have unexpended federal assistance after the period of performance for the Award ends.

Section 6. Non-Federal Share.
(a) Amount. The Recipient agrees to provide the amount of non-federal share specified in the Underlying Agreement. Except to the extent that FTA has provided its written consent permitting the Recipient to defer payment of the non-federal share required by the Underlying Agreement, the Recipient agrees to provide its proportionate amount of the non- federal share no later than the time it draws down the federal share to pay eligible costs.

29 (b) Duty to Obtain. The Recipient agrees to complete all proceedings necessary to provide the non-federal share and to notify FTA of any changed circumstances adversely affecting its ability to pay the non-federal share, including a description of the actions it has taken or will take to ensure adequate resources to provide the nonfederal share, and a re-affirmation of its commitment to provide the non-federal share.
(c) Permissible Sources. The Recipient agrees that the following are permissible sources of the non-federal share for the Award:
(1) Undistributed cash surpluses;
(2) A replacement or depreciation cash fund or reserve; and (3) New capital.
(d) Restricted Sources. Because sources of non-federal share differ among FTA’s public transportation assistance programs, FTA will specify in an FTA circular or otherwise whether the following sources may be used as the non-federal share for a specific Award under that program:
(1) Program income generated by a Project or related activities supported by a prior Grant or Cooperative Agreement, which is a form of undistributed cash surplus;
(2) Advertising revenues;
(3) Concession revenues;
(4) Revenues from a service agreement from a state or local social service agency or a private social service organization;
(5) Third party in-kind contributions;
(6) Proceeds from the issuance of revenue bonds pursuant 49 U.S.C. § 5323(e); (7) Transportation development credits (formerly toll revenue credits) pursuant to 23 U.S.C. § 120(i);
(8) Revenue from Value Capture pursuant to 49 U.S.C. § 5323(s); (9) Federal assistance made available for the Federal Lands Highway Program authorized under 23 U.S.C. § 204; or

30 (10) Federal assistance derived from other federal programs whose enabling laws permit their funds to be used as the non-federal share. (e) Prohibited Sources. Except as permitted by federal laws, regulations, requirements, or guidance, or approved in writing by FTA, the Recipient agrees that it will not provide any non-federal share for the Underlying Agreement derived from:
(1) Farebox revenues from providing public transportation services using facilities and equipment acquired with federal assistance for the Award; (2) Program income derived from the use of facilities or equipment acquired with federal assistance for the Award, except if expressly permitted by federal laws, regulations, requirements, or FTA guidance; or (3) Other federal funds not authorized for use as non-federal share by federal law, regulation, requirements, or guidance.
(f) Reductions or Refunds.
(1) Reductions. The Recipient agrees that if it reduces the non-federal share of eligible costs required for the Award, then at the same time it must reduce the proportionate amount of federal assistance for the Award. (2) Refunds. The Recipient agrees that if it accepts a refund of the non-federal share of eligible costs provided through the Underlying Agreement, then at the same time it must provide the Federal Government an amount of that refund proportionate to the federal contribution.

Section 7. Payments to the Recipient.
(a) Conditions for Accessing Federal Assistance. To seek or obtain federal assistance for the costs of implementing the Award, the Recipient agrees that:
(1) It must execute the Underlying Agreement and any Amendments thereto; (2) It must receive and file a properly signed document seeking payment for the expense, such as a voucher or other appropriate record, and a properly detailed description of the relationship of the expense to the Award; (3) It must identify all sources of federal assistance from which the payment is derived;
(4) It must provide FTA with all financial and progress reports required to date; and

31 (5) If the Recipient must provide a non-federal share, unless FTA has stated otherwise in writing that the Recipient may defer the non-federal share:
(i) The Recipient will not request or obtain more federal assistance than justified by the eligible non-federal share it has provided; (ii) The Recipient will not cause the proportion of federal assistance available for the Award at any time to exceed the percentage of federal assistance authorized and documented in the Underlying Agreement; and
(iii) When combined with federal payments, the Recipient will be able to demonstrate that the non-federal share will be adequate to cover all eligible costs incurred in support of the Award.
(b) Eligible Costs. Except as the Federal Government determines otherwise in writing, the Recipient agrees, and will obtain the agreement of each Subrecipient, to seek and obtain federal assistance only for the eligible costs of the Award that are:
(1) Consistent with the Description of Each Project, the Award Budget, this Master Agreement, and the Underlying Agreement and any Amendments thereto;
(2) Necessary to carry out the Award;
(3) Reasonable for the property or services acquired for use in the Project; (4) The actual net costs, which consist of the price paid minus reductions of the costs incurred, such as any refunds, rebates, or other items of value, but excluding program income;
(5) Incurred for work performed after the Effective Date of the:
(i) Award;
(ii) Pre-award authority that FTA has provided; or
(iii) Letter of No Prejudice;
(6) Satisfactorily documented;
(7) Consistent with federally approved accounting principles and procedures, including requirements for indirect costs, consistent with the applicable U.S.

DOT Common Rules; and

32 (8) Consistent with applicable U.S. DOT Common Rules and other applicable federal law, regulations, requirements, and guidance.
(c) Ineligible Costs. The Recipient agrees that, except as the Federal Government determines otherwise in writing, FTA will exclude ineligible costs incurred in connection with the Award or otherwise, such as:
(1) A cost the Recipient has incurred before the Effective Date of the Award as documented in the Underlying Agreement or any Amendments thereto that is not accompanied by FTA’s written approval, including, but not limited to, pre-award authority or a Letter of No Prejudice, and permitted by applicable federal law, regulation, guidance, or the Underlying Agreement or any Amendments thereto;
(2) A cost not included in the most recent Award Budget; (3) A cost for property or services received in connection with any third party agreement lacking any FTA approval or concurrence in writing that is required;
(4) An ordinary governmental or operating cost not applicable to the Award, as prohibited by 49 U.S.C. § 5323(h)(1);
(5) A profit or fee for services provided by the Recipient or any of its Subrecipients in implementing the Award; or
(6) A cost that is ineligible for FTA participation as provided in applicable federal law, regulation, requirement, or guidance.
(d) Bond Interest and Other Financing Costs – Limited Eligibility. The Recipient agrees that bond interest and other financing costs are allowable costs to the extent permitted by applicable federal law, regulation, requirement, or guidance. FTA’s share of interest and financing costs that implement the Award will be limited to an amount that does not exceed the most favorable financing terms reasonably available at the time of borrowing, except as the Federal Government determines otherwise in writing.
(e) Payment Procedures Based on the Type of Federal Assistance Awarded. The Recipient agrees that:
(1) All payments in connection with the Award will be made through electronic methods.
(2) Payment procedures for a Recipient differ based upon the type of federal assistance that is awarded.

33 (3) FTA determines which electronic system it will use to make payments to the Recipient as follows:
(i) For Grants and other types of federal assistance, FTA will use the Electronic Clearinghouse Operation Web System (ECHO-Web), Automated Clearing House (ACH) payment method, except as provided below in sections 7(e)(3)(ii) and (iii) of this Master Agreement;
(ii) For Cooperative Agreements, FTA will use the DELPHI eInvoicing System or DELPHI Mark View System if the Recipient is granted a waiver (see the following section 7(g) of this Master Agreement for more information about payments for cooperative agreements and section 7(g) of this Master Agreement for information about accessing and using the DELPHI eInvoicing System); and
(iii) For Grants requiring more detailed review of supporting documentation before receiving federal assistance and as determined by the FTA Manager for the Underlying Agreement, FTA will use the DELPHI eInvoicing System (see the following section 7(g) of this Master Agreement for more information about accessing and using the DELPHI eInvoicing System).
(f) Payment Procedures Using ECHO. The Recipient agrees that if payment is made through ECHO-Web using an ECHO Control Number, it will comply with the “FTA ECHO-Web User Manual,” April 2016, and it will withdraw federal assistance only to pay the eligible costs of implementing the Award.
(1) Major Withdrawals. When a single withdrawal will exceed $50,000,000, the Recipient agrees to notify the appropriate FTA Regional or Program Office at least three (3) days before the withdrawal is anticipated. (2) Immediate Use. The Recipient agrees that it will not withdraw federal assistance until needed for immediate payment of those expenses and will use that federal assistance to pay for expenses that implement the Award no later than three (3) days after receipt, except as an authorized official of the Federal Government permits otherwise in writing.
(3) Limits. The Recipient agrees that it will not withdraw more than the sum of federal assistance the Federal Government has awarded or the current available balance for its Award, the accompanying Underlying Agreement, and any Amendments thereto, whichever is less.

34 (4) Control. The Recipient agrees to provide for the control and accountability of all federal assistance for its Award, the accompanying Underlying Agreement, and any Amendments thereto.
(5) Reporting. Unless an authorized FTA official determines otherwise in writing, the Recipient agrees to report its cash payments and balances promptly.
(6) Penalties. If the Recipient fails to comply with this section of this Master Agreement, it agrees that it may incur or be subjected to penalties, including, but not limited to, the following:
(i) Access to ECHO-Web. The Federal Government may revoke or suspend the Recipient’s ECHO Control Number and access to the ECHO-Web if the Federal Government determines that:
(A) Fraud, waste, mismanagement, or abuse exists in the Recipient’s use and application of federal assistance;
(B) The Recipient has failed to use federal assistance it withdrew to pay costs incurred that implement the Underlying
Agreement within three (3) days of withdrawing that federal assistance;
(C) The Recipient has failed to return withdrawn but unspent federal assistance to the Federal Government within a
reasonable time;
(D) The Recipient has failed to establish procedures to minimize the time between advances of federal assistance and payments of costs incurred that implement the Underlying Agreement; (E) The Recipient has been awarded Federal assistance through a Cooperative Agreement with FTA and will use the eInvoicing or DELPHI Mark View System as its payment method instead of the ECHO-Web System (see section 7(g)); or
(F) For Grants requiring a more detailed review of supporting documentation before receiving federal assistance, and as determined by the FTA Manager for the Award, the Recipient will use eInvoicing (see section 7(g)).
(ii) Interest. The Recipient agrees to pay interest to the Federal Government on any federal assistance withdrawn prematurely,

35 irrespective of whether the federal assistance has been deposited in an interest-bearing account.
(A) A State or State Instrumentality. If the Recipient is a state or state instrumentality, it agrees to pay interest calculated as provided in section 5(b) of the Cash Management
Improvement Act of 1990, as amended, 31 U.S.C. § 6503(b), and U.S. Department of Treasury (U.S. Treasury) regulations, “Rules and Procedures for Efficient Federal-State Funds Transfers,” 31 CFR Part 205.
(B) Other than a State or State Instrumentality. If the Recipient is not a state or state instrumentality, it agrees to pay
prejudgment common law interest determined by the Federal Government, as authorized by joint U.S. Treasury and U.S.

Department of Justice (joint U.S. Treasury and U.S. DOJ) regulations, “Standards for the Administrative Collection of Claims,” 31 C.F.R. § 901.9(i). The Federal Government may determine the amount of interest due, based on the amount of interest the Recipient demonstrates it earned on its premature withdrawals of federal assistance, the amount of interest based on the “Treasury tax and loan account” rate prescribed under 31 U.S.C. § 3717 for debts owed to the United States, or an amount of interest as the Federal Government otherwise
determines.
(7) ECHO System. If the Recipient is authorized to receive payments provided through ECHO-Web, FTA does not generally review the drawdown when made; however, FTA may review the drawdown at a later time, and subject that drawdown to an audit under a financial oversight review, a triennial review, or another audit.
(g) Payment Procedures for a Cooperative Agreement. A Recipient of federal assistance through a Cooperative Agreement must use the DELPHI eInvoicing System to obtain federal payments for costs incurred that implement the Underlying Agreement, unless a waiver is granted.
(1) Standard Procedures. To make and receive payments through the DELPHI eInvoicing System, the procedures below must be followed:
(i) Access to the DELPHI eInvoicing System. To access the DELPHI eInvoicing System, the Recipient:

36 (A) Must have internet access to register and submit payment requests through the DELPHI eInvoicing System;
(B) Should contact its FTA Manager for the Underlying
Agreement to obtain the required DELPHI User access form and approval;
(C) Must complete the required form that the FAA, Enterprise Service Center’s (ESC) Help Desk uses to verify the
Recipient’s identity, and present it to a Notary Public for verification;
(D) Return that form, completed and notarized, to:

DOT Enterprise Services Center
FAA Accounts Payable, AMZ-100
PO Box 25710
Oklahoma City, OK 73125;
and
(E) Should contact its FTA Manager for the Underlying
Agreement with any changes to its system profile information. (ii) Payment Requests. The Recipient must submit each payment request electronically through the DELPHI eInvoicing System, unless a waiver is granted; use of the DELPHI eInvoicing System requires the FTA Manager for the Underlying Agreement to review all supporting documentation before authorizing payment.
(iii) Additional Information. The U.S. DOT DELPHI elnvoicing System website at http://www.dot.gov/cfo/delphi-einvoicing-system.html displays additional information, including the access form and training materials a Recipient may need.
(iv) Federal Responsibilities. When FTA so requests, the Federal Aviation Administration (FAA) will make payments to FTA Recipients electronically. On behalf of FTA, FAA/ESC must process payment requests to a Recipient of federal assistance documented in its Cooperative Agreement with FTA, and will deposit that federal assistance with the Recipient’s financial institution (Note: FTA no longer issues paper checks).
(2) Waiver Requests. On a case-by-case basis, U.S. DOT Financial Management officials may waive the requirement for a Recipient to register and use the DELPHI eInvoicing System.

37 (i) The Recipient’s Responsibilities. If the Recipient seeks a waiver from the requirement to use the DELPHI eInvoicing System:
(A) It must notify U.S. DOT and FTA by downloading the waiver request form, which can be obtained on the U.S. DOT
elnvoicing website at http://www.dot.gov/cfo/delphieinvoicing-system.html, and notifying its FTA Manager for the Underlying Agreement that it has requested a waiver from using the DELPHI eInvoicing System;
(B) It must send its waiver request to the Director of the Office of Financial Management, U.S. Department of Transportation, Office of the Secretary (OST), Office of Financial
Management, B-30, 1200 New Jersey Avenue SE,
Washington DC 20590-0001
[email protected]; and
(C) If it obtains a waiver from the use of the DELPHI eInvoicing System, then payment will be made using the DELPHI Mark View System, and the Recipient should submit all invoices and any supporting documentation directly to:
a. [email protected] (Note: no more than 10 MB of
data can be transmitted at one time. For invoices
greater than 10MB, split into multiple emails and
notate in the subject Email 1 of 4, 2 of 4, etc.); or
b. DOT/FAA (FTA Account)
6500 South MacArthur Blvd.

AMZ-150, HQ Room 272
PO Box 26904
Oklahoma City, OK 73125-69041
(ii) Federal Responsibilities. FTA and U.S. DOT have the following responsibilities:
(A) The Director, OST, Office of Financial Management, will confirm or deny the waiver request within approximately 30 days.
(B) If the request is granted, then payments will be made after receipt of the required FTA reporting forms, provided the Recipient has complied with the U.S. DOT Common Rules
and this Master Agreement.

38 (iii) DELPHI eInvoicing System or DELPHI Mark View System. If the Recipient receives payments provided through the DELPHI eInvoicing System or DELPHI Mark View System, the Recipient must submit a request for payment with adequate supporting documentation for FTA to determine that:
(A) It has complied and is complying with the Underlying Agreement;
(B) It has made and is making adequate progress toward
completion of the Award; and
(C) It has satisfied FTA that the federal assistance requested is needed for the eligible purposes of the Award in that
requisition period.
(iv) Reimbursement. After it has demonstrated satisfactory compliance with this section, FTA may reimburse the federal share of the Recipient’s apparent allowable costs incurred or to be incurred in the requisition period if those apparent allowable costs are consistent with the Award Budget, and those apparent allowable costs do not exceed the maximum amount of federal assistance that may be paid through the federal fiscal year of that requisition.
(h) Safeguarding Federal Assistance. The Recipient agrees to deposit all federal assistance it receives in a financial institution and in an insured account whenever possible, and understands that FTA encourages it to use financial institutions owned at least fifty (50) percent by minority group members.
(i) The Recipient’s Duty to Pay Eligible Costs. When accompanied by appropriate documentation, the Recipient agrees to pay the eligible costs incurred that implement the Award when due, using the available federal assistance provided for the Award and the non- federal share.
(j) Effect of Federal Payments. The Recipient agrees that any federal payment made for a cost incurred that is supported by its Underlying Agreement does not constitute the Federal Government’s final decision about the eligibility of the cost for payment with federal assistance provided through the Underlying Agreement, or a waiver of any violation of any federal law, regulation, requirement, guidance, the Underlying Agreement or this Master Agreement.
(k) Revocation of Federal Assistance. The Federal Government may revoke the unexpended portion of federal assistance for the Award after the Award has been made and executed.

39 (l) Final Cost Determination. The Recipient acknowledges that the Federal Government will not make a final determination about the eligibility of any cost until the audit of the Award and Underlying Agreement has been completed.
(m) Closeout. The Recipient agrees that closeout of the Award will not alter:
(1) The Recipient’s obligation to return any amounts it owes the Federal Government for later refunds, corrections, or other similar actions; and (2) The Federal Government’s right to disallow costs and recover federal assistance based on a later audit or other review.
(n) Notification. If the Federal Government determines that the Recipient is not entitled to any portion of federal assistance paid, the Federal Government will notify the Recipient in writing.
(o) Recovery of Improper Payments. Unless prohibited by federal law or regulation, the Federal Government may recover any federal assistance necessary to satisfy any outstanding monetary claims it may have against the Recipient. (p) Program Income. The Recipient agrees that it may use its program income derived from a Project receiving federal assistance through the Underlying Agreement as FTA permits. In determining the total amount of program income a Recipient has earned from its Project, those costs incident to earning program income that have not been charged to the Award may be deducted from the Recipient’s gross income. (1) During the Period of Performance. The Recipient may use program income earned during the period of performance of the Underlying Agreement as follows:
(i) The Recipient may retain the income for other capital or operating public transportation expenses. If the Recipient chooses not to use program income for current or future FTA Grants or Cooperative Agreements or for other purposes ineligible for federal participation, then the amount of program income used for purposes ineligible for federal participation will be deducted from the total allowable costs to determine the net allowable costs.
(ii) For each Public Transportation Innovation, Technical Assistance, Workforce Development Project or Enhanced Mobility of Seniors and Individuals with Disabilities project, or related activities, the Recipient may add program income to the Award.

40 (iii) Depending on federal statutory or regulatory restrictions, the Recipient may use the program income for the non-federal share for a future public transportation Project that will receive federal assistance provided by FTA.
(2) After the Award Period. Except as FTA determines otherwise in writing, the Recipient has no obligation to the Federal Government regarding the disposition of program income earned after the end of the period of performance of the Award (i.e., after the ending date of the final Federal Financial Report).
(q) Profits. The Recipient and Subrecipient may earn or keep the profits it may derive as a result of an Award, but the Recipient agrees that any such profits must be used in a manner consistent with the provisions of this Master Agreement or applicable federal guidance.
(r) Excess Payments, Disallowed Costs, Refunds, Claims, Debts, Interest, Penalties, Administrative Charges, and Other Amounts Owed to the Federal Government. (1) The Recipient’s Responsibility to Pay. The Recipient agrees that after receiving notice of specific amounts due, it will pay the amount it owes the Federal Government for:
(i) Excess federal payments for disallowed costs;
(ii) Refunds due and amounts recovered from third parties or other sources;
(iii) Federal claims or debts;
(iv) Interest assessed;
(v) Penalties;
(vi) Administrative charges; or
(vii) Other amounts it owes the Federal Government.
(2) Amount of Interest Due. The amount of interest to be assessed depends on the procedures used to pursue payment:
(i) The Debt Collection Act. When the Federal Government uses the procedures of the Debt Collection Act of 1982, as amended, 31 U.S.C. § 3701, et seq., to collect claims or debts owed by the Recipient for any reason authorized under that Act (including excess

41 payments and disallowed costs), the Recipient agrees that the amount of interest it will owe will be determined by the Joint U.S. Treasury and U.S. DOJ regulations, “Standards for the Administrative Collection of Claims,” 31 CFR Part 900, specifically 31 C.F.R. § 901.9(a) – (g), or common law interest authorized by 31 C.F.R. § 901.9(i), as the Federal Government determines.
(ii) Other Collection Processes. When the Federal Government uses methods or procedures other than those described in 31 U.S.C. § 3701, et seq., to recover money(ies) the Recipient owes the Federal Government, the Recipient agrees that common law interest will be due as authorized by Joint U.S. Treasury and U.S. DOJ regulations, “Standards for the Administrative Collection of Claims,” 31 C.F.R. § 901.9(i), but interest for premature withdrawals of federal assistance by states or state instrumentalities will be calculated as required under Section 5(b) of the Cash Management Improvement Act of 1990, as amended, 31 U.S.C. § 6503(b), and U.S. Treasury regulations, “Rules and Procedures for Efficient Federal-State Funds Transfers,” 31 CFR Part 205.
(s) De-obligation of Federal Assistance. The Recipient agrees that the Federal Government may de-obligate federal assistance the Recipient has not spent both before and after closeout of the Award.

Section 8. Records and Reports Related to the Award and the Underlying Agreement. (a) Records. The Recipient agrees to maintain satisfactory records of each Project and activities related in whole or in part to its Award, the accompanying Underlying Agreement, and any Amendments thereto to the extent FTA requires, including, but not limited to:
(1) Financial Records. Accurate financial records in its account for its Award, the accompanying Underlying Agreement, and any Amendments thereto, including, but not limited to, records of:
(i) Assets Received that Implement the Award. The amount of all assets it receives to implement its Award, the accompanying Underlying Agreement, and any Amendments thereto including, but not limited to all federal assistance or the value of any property the Federal Government provides that implement its Award, the accompanying Underlying Agreement, and any Amendments thereto, and all other funds and the value of any property or services it has received from sources other than the Federal Government provided for, accruing to,

42 or otherwise received on account of its Award, the accompanying Underlying Agreement, and any Amendments thereto.
(ii) Costs Incurred that Implement the Award. Information about the costs incurred to implement its Award, the accompanying Underlying Agreement, and any Amendments thereto, including all costs incurred for the eligible property or services, detailed descriptions of the type of property or services acquired, including, but not limited, to properly executed payrolls, time records, invoices, contracts, vouchers, and other appropriate records, and detailed justifications for those costs.
(iii) Program Income. All program income derived from the use of Project property, except income FTA determines to be exempt from federal program income record requirements.
(2) Other Records Needed for Reports Related to the Award. Sufficient records as needed to prepare adequate reports related to the Award that it must submit to the Federal Government.
(3) Formats. Formats for records must be satisfactory to FTA and include, but are not limited to, electronic records, including any emails related to the Award, records on paper, and records created in other formats. (4) Availability of Records Related to the Award. Accessibility for review and separation from other records not related to the Award to the extent feasible must be maintained.
(b) Reports. The Recipient agrees to provide to FTA, and others if FTA so directs, all reports related in whole or in part required by applicable federal laws, regulations, requirements, the Underlying Agreement, or at FTA’s express direction in the number and format as FTA specifies.
(c) Data on Assaults on Transit Workers and Bus Impact Fatalities. The Recipient agrees to report when required to the National Transit Database in accordance with FTA regulation 49 CFR Part 630, “National Transit Database,” and applicable FTA instructions—
(1) Any data on assaults on transit workers of the Recipient; and (2) Any data on fatalities that result from an impact with a bus. (d) National Transit Database. For each fiscal year the Recipient receives or provides to any public transportation operator federal assistance appropriated or made available

43 for 49 U.S.C. § 5307 (including the Passenger Ferry Grant Program) or any provision of 49 U.S.C. § 5311 (including the Tribal Transit Program):
(1) Reporting Requirements. The Recipient agrees to, and assures that it will require any person that receives benefits directly from its Award (including the public transportation operators participating in its Award), the accompanying Underlying Agreement, and any Amendments thereto:
(i) To facilitate compliance with 49 U.S.C. § 5335(a), which authorizes the National Transit Database (NTD);
(ii) To conform to the NTD reporting system and the Uniform System of Accounts and Records;
(iii) To comply with FTA regulations, “Uniform System of Accounts and Records and Reporting System,” 49 CFR Part 630;
(iv) To report when required to the National Transit Database in accordance with FTA regulation 49 CFR Part 630, “National Transit Database,” and applicable FTA instructions—
(A) Any information relating to a transit asset inventory or condition assessment conducted by the Recipient; and
(B) Such other information as FTA may require; and
(v) To comply with any other applicable reporting regulations, and requirements, and
(vi) To follow FTA guidance.
(2) Voluntary Compliance. FTA encourages any Recipient that is not required to provide information for the NTD, to provide that information voluntarily. (e) U.S. OMB Special Reporting Requirements.
(1) Authority. U.S. OMB has issued regulatory guidance in 2 C.F.R. § 25.220 instructing federal agencies to include special “award terms” as authorized under federal laws, including:
(i) The Federal Funding Accountability and Transparency Act of 2006 (FFATA), Public Law No. 109-282, September 26, 2006;

44 (ii) Section 6202 of the Department of Defense Appropriations Act for Fiscal Year 2008, Public Law No. 110-252, June 30, 2008, which amended the FFATA; and
(iii) Section 872 of the Duncan Hunter National Defense Authorization Act for Fiscal Year 2009, Public Law No. 110-417, October 14, 2008, which further amended the FFATA.
(2) Universal Identifier and System for Award Management (SAM). The Recipient agrees to comply with the award terms in U.S. OMB regulatory guidance, “Universal Identifier and System for Award Management (SAM),” 2 CFR Part 25, appendix A, which FTA has included in this Master Agreement at the direction of U.S. OMB:
(i) Requirements for the System for Award Management (SAM). Unless exempted from SAM as provided in 2 C.F.R. § 25.110, the Recipient agrees to:
(A) Maintain the currency of its information in SAM until the later of the date it submits its final financial report required under this Master Agreement, or the date it receives its final federal payment for the Underlying Agreement; and
(B) Review and update its information in SAM at least annually after the initial registration, and more frequently if required by changes in its information, another provision of an applicable federal or federally assisted agreement, or an applicable federal law or regulation, or U.S. OMB regulatory guidance. (ii) Requirement for a Unique Entity Identifier [Currently, the Data Universal Numbering System (DUNS) Number for SAM]. If the Award includes federal assistance intended to support subawards, the Recipient agrees to notify each potential Subrecipient and other entity participating in the Award that:
(A) The potential Subrecipient or entity must provide its unique entity identifier for SAM [currently, its DUNS number] to the Recipient;
(B) The Recipient may not make any subaward to any potential Subrecipient or entity unless that Subrecipient or entity has provided its unique entity identifier for SAM [currently, its DUNS number] to the Recipient; and

45 (C) No Subrecipient or entity, as described below in section 8(d)(4) of this Master Agreement, may receive a subaward provided through the Underlying Agreement, unless that
entity has provided its unique entity identifier for SAM [currently, its DUNS number] to the Recipient.
(3) Reporting Subawards and Executive Compensation. The Recipient agrees to comply with the award terms in U.S. OMB regulatory guidance, “Reporting Subaward and Executive Compensation Information,” 2 CFR Part 170, appendix A, which FTA has included in this Master Agreement at the direction of U.S. OMB.
(4) Reporting of First-Tier Subawards. The Recipient agrees that when it takes an action that obligates $25,000 or more in federal assistance for a subaward, it must report each such action as provided below, but it need not report an obligation of $25,000 or more in federal assistance, if the Recipient is exempt from U.S. OMB’s Special Reporting Requirements as provided below. (i) Where and when to report. The Recipient agrees to report each obligating action described below to http://www.fsrs.gov, and the Recipient agrees to report subaward information no later than the end of the month after the month in which the obligation was made, (for example, if the obligation was made on October 1, 2015, the obligation must be reported by no later than November 1, 2015). (ii) What to report. The Recipient agrees to report the requisite information about each obligating action required by the submission instructions posted at http://www.usaspending.gov.
(iii) Reporting Total Compensation of the Recipient’s Executives. The Recipient agrees to report the total compensation for each of its five highest compensated executives for the preceding completed fiscal year if:
(A) The total federal assistance authorized to date for the Underlying Agreement is $25,000 or more; and
(B) In its preceding fiscal year, the Recipient:
a. Received 80 percent or more of its annual gross
revenues from federal assistance subject to the
Transparency Act, as defined in 2 C.F.R. § 170.320
(and subawards) and/or federal procurement contracts
(and subcontracts);

46 b. Received $25,000,000 or more in annual gross
revenues from federal assistance subject to the
Transparency Act, as defined in 2 C.F.R. § 170.320
(and subawards) and/or federal procurement contracts
(and subcontracts); and
c. The public does not have access to information about the compensation of the Recipient’s executives
through periodic reports filed under Section 13(a) of
the Securities Exchange Act of 1934, 15 U.S.C.
§ 78m(a), Section 15(d) of the Securities Exchange
Act of 1934, 15 U.S.C. § 78o(d), or Section 6104 of
the Internal Revenue Code of 1986, 26 U.S.C. § 6104
(to determine if the public has access to the
compensation information, see the U.S. Securities and
Exchange Commission total compensation filings at
http://www.sec.gov/answers/execomp.htm).
(C) The Recipient agrees to report executive total compensation described above as part of Recipient’s registration profile at http://www.sam.gov, and by the end of the month after the month in which the Underlying Agreement is executed and annually thereafter.
(D) Reporting of Total Compensation of the Subrecipient’s Executives. Unless exempt as provided below, the Recipient agrees to report the names and total compensation of each of its first-tier Subrecipient’s five highest compensated
executives for the Subrecipient’s preceding completed fiscal year if:
a. It received 80 percent or more of its annual gross
revenues from federal assistance subject to the
Transparency Act, as defined in 2 C.F.R. § 170.320
(and subawards) and/or federal procurement contracts
(and subcontracts); and
b. It received $25,000,000 or more in annual gross
revenues from federal assistance subject to the
Transparency Act as defined in 2 C.F.R. § 170.320
(and subawards) and/or federal procurement contracts
(and subcontracts);

47 c. The public does not have access to information about the compensation of the Subrecipient’s executives
through periodic reports filed under Section 13(a) of
the Securities Exchange Act of 1934, 15 U.S.C.
§ 78m(a), Section 15(d) of the Securities Exchange
Act of 1934, 15 U.S.C. § 78o(d), or Section 6104 of
the Internal Revenue Code of 1986, 26 U.S.C. § 6104
(to determine if the public has access to the
compensation information, see the U.S. Securities and
Exchange Commission total compensation filings at
http://www.sec.gov/answers/execomp.htm).
(E) The Recipient agrees to report the Subrecipient’s executives’ total compensation described above to FTA and elsewhere as may be determined by the Federal Government, and by the end of the month following the month during which the
Recipient makes the subaward (for example, if a subaward is obligated on any date during the month of October of a given year, i.e., between October 1 and 31, the Recipient must report any required compensation information about the Subrecipient by November 30 of that year).
(F) Any Recipient that had gross income under $300,000 from all sources in the previous tax year is exempt from those federal requirements to report subawards, and the total compensation of the five highest compensated executives of any
Subrecipient.
(5) Recipient Integrity and Performance Matters. U.S. OMB regulatory guidance, “Recipient Integrity and Performance Matters,” 2 CFR Part 200, appendix XII, contains mandatory provisions that may affect the Recipient’s reporting requirements.
(f) Closeout. The Recipient agrees that closeout of its Award does not alter the recordkeeping and reporting requirements of this section of this Master Agreement.

Section 9. Record Retention and Access to Sites of Performance. (a) Types of Records. The Recipient agrees to retain, and will require its Third Party Participants to retain, complete and readily accessible records related in whole or in part to the Underlying Agreement, including, but not limited to, data, documents, reports, statistics, subagreements, leases, third party contracts, arrangements, other third party agreements of any type, and supporting materials related to those records.

48 (b) Retention Period. The Recipient agrees to comply with the record retention requirements in the applicable U.S. DOT Common Rule. Records pertaining to its Award, the accompanying Underlying Agreement, and any Amendments thereto must be retained from the day the Underlying Agreement was signed by the authorized FTA official through the course of the Award, the accompanying Underlying Agreement, and any Amendments thereto until three years after the Recipient has submitted its last or final expenditure report, and other pending matters are closed.
(c) Access to Recipient and Third Party Participant Records. The Recipient agrees, and assures that each Subrecipient, if any, will agree to:
(1) Provide, and require its Third Party Participants at each tier to provide, sufficient access to inspect and audit records and information, including such records and information the Recipient or its Third Party Participants may regard as confidential or proprietary, related to its Award, the accompanying Underlying Agreement, and any Amendments thereto to the U.S. Secretary of Transportation or the Secretary’s duly authorized representatives, to the Comptroller General of the United States, and the Comptroller General’s duly authorized representatives, and to the Recipient and each of its Subrecipients;
(2) Permit those individuals listed above to inspect all work and materials related to its Award, and to audit any information related to its Award under the control of the Recipient or Third Party Participant within books, records, accounts, or other locations; and
(3) Otherwise comply with 49 U.S.C. § 5325(g), and federal access to records requirements as set forth in the applicable U.S. DOT Common Rules. (d) Access to the Sites of Performance. The Recipient agrees to permit, and to require its Third Party Participants to permit, FTA to have access to the sites of performance of its Award, the accompanying Underlying Agreement, and any Amendments thereto, and to make site visits as needed in compliance with the U.S. DOT Common Rules. (e) Closeout. Closeout of the Award does not alter the record retention or access requirements of this section of this Master Agreement.

Section 10. Completion, Audit, Settlement, and Closeout. (a) Completion. Within one hundred twenty (120) calendar days after completion or termination of the Award, the Recipient agrees to submit; and within ninety (90) calendar days after completion or termination of the Award (or an earlier date as

49 agreed upon by the pass-through entity and subrecipient), the subrecipient agrees to submit to the pass-through entity:
(1) Its final Federal Financial Report, either electronically or on Federal Financial Report Standard Form 425 (SF-425);
(2) A certification of expenses incurred that implement its Award, the accompanying Underlying Agreement, and any Amendments thereto; and (3) The necessary audit reports of its Award, the accompanying Underlying Agreement, and any Amendments thereto.
(b) Audit of the Recipient. Except as the Federal Government determines otherwise in writing, the Recipient agrees that:
(1) Audits Required. It must obtain the following audits:
(i) Annual “Single Audit.” A financial and compliance audit consistent with the requirements of the Single Audit Act Amendments of 1996, 31 U.S.C. § 7501, et seq., and applicable U.S. DOT “Single Audit” requirements of 2 CFR Part 1201, which incorporate by reference 2 CFR Part 200, for each Award, the accompanying Underlying Agreement, and any Amendments to any Underlying Agreement; and (ii) Other Audits. Other audits the Federal Government may require. (2) Auditing Standards. It must comply with the “Audit Requirements” of 2 CFR Part 200, subpart F, and conform to U.S. Government Accountability Office (U.S. GAO) “Government Auditing Standards” in the conduct of audits of its Award, the accompanying Underlying Agreement, and any Amendments thereto.
(3) Costs of Audits. The audit costs for the administration and management of the Award, the accompanying Underlying Agreement, and any Amendments to any Underlying Agreement are allowable to the extent authorized by the cost principles of 49 CFR Part 1201, which incorporate by reference 2 CFR Part 200.
(c) Amounts Owed to the Federal Government. The Recipient agrees to return to the Federal Government any excess federal payments it receives for disallowed costs, and the Federal Government’s proportionate part of any amounts it recovers from third parties or other sources, including refunds due and amounts recovered from third parties or other sources, interest assessed, penalties, and administrative charges.

50 (d) Closeout. The Recipient agrees that closeout of the Award occurs when FTA notifies the Recipient that the Award is closed, and approves the final federal payment, or acknowledges receipt of the proper refund. Closeout of the Award does not alter the Recipient’s audit responsibilities and does not invalidate any continuing requirements of applicable federal law, regulations, or requirements, this Master Agreement or the Underlying Agreement.

Section 11. Right of the Federal Government to Terminate. (a) Justification. After providing written notice to the Recipient, the Recipient agrees that the Federal Government may suspend, suspend then terminate, or terminate all or any part of the federal assistance for the Award if:
(1) The Recipient has failed to make reasonable progress implementing the Award;
(2) The Federal Government determines that continuing to provide federal assistance to support the Award does not adequately serve the purposes of the law authorizing the Award; or
(3) The Recipient has violated the terms of the Underlying Agreement, especially if that violation would endanger substantial performance of the Underlying Agreement.
(b) Financial Implications. In general, termination of federal assistance for the Award will not invalidate obligations properly incurred before the termination date to the extent that those obligations cannot be canceled. The Federal Government may recover the federal assistance it has provided for the Award, including the federal assistance for obligations properly incurred before the termination date, if it determines that the Recipient has misused its federal assistance by failing to make adequate progress, failing to make appropriate use of the Project property, or failing to comply with the Underlying Agreement, and require the Recipient to refund the entire amount or a lesser amount, as the Federal Government may determine including obligations properly incurred before the termination date. (c) Expiration of the Period of Performance. Except for a Full Funding Grant Agreement, expiration of any period of performance established for the Award does not, by itself, constitute an expiration or termination of the Award; FTA may extend the period of performance to assure that each Formula Project or related activities and each Project or related activities funded with “no year” funds can receive FTA assistance to the extent FTA deems appropriate.

51 (d) Uniform Administrative Requirements. These termination rights are in addition to and in no way limit the Federal Government’s rights to terminate described in 2 CFR § 200.340.

Section 12. Civil Rights.
(a) Civil Rights Requirements. The Recipient agrees that it must comply with applicable federal civil rights laws, regulations, and requirements, and follow applicable federal guidance, except as the Federal Government determines otherwise in writing.

Therefore, unless a Recipient or a federal program, including the Indian Tribe Recipient or the Tribal Transit Program, is specifically exempted from a civil rights statute, FTA requires compliance with each civil rights statute, including compliance with equity in service requirements.
(b) Nondiscrimination in Federal Public Transportation Programs. The Recipient agrees to, and assures that it and each Third Party Participant will:
(1) Prohibit discrimination based on race, color, religion, national origin, sex (including sexual orientation), disability, or age.
(2) Prohibit the:
(i) Exclusion from participation in employment or a business opportunity for reasons identified in 49 U.S.C. § 5332;
(ii) Denial of program benefits in employment or a business opportunity identified in 49 U.S.C. § 5332; or
(iii) Discrimination identified in 49 U.S.C. § 5332, including discrimination in employment or a business opportunity identified in 49 U.S.C. § 5332.
(3) Follow:
(i) The most recent edition of FTA Circular 4702.1, “Title VI Requirements and Guidelines for Federal Transit Administration Recipients,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance; but
(ii) FTA does not require an Indian Tribe to comply with FTA programspecific guidelines for Title VI when administering its Underlying Agreement supported with federal assistance under the Tribal Transit Program.

52 (c) Nondiscrimination – Title VI of the Civil Rights Act. The Recipient agrees to, and assures that each Third Party Participant will:
(1) Prohibit discrimination based on race, color, or national origin, (2) Comply with:
(i) Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, et seq.;
(ii) U.S. DOT regulations, “Nondiscrimination in Federally-Assisted Programs of the Department of Transportation – Effectuation of Title VI of the Civil Rights Act of 1964,” 49 CFR Part 21; and (iii) Federal transit law, specifically 49 U.S.C. § 5332; and (3) Follow:
(i) The most recent edition of FTA Circular 4702.1, “Title VI Requirements and Guidelines for Federal Transit Administration Recipients,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance;
(ii) U.S. DOJ, “Guidelines for the enforcement of Title VI, Civil Rights Act of 1964,” 28 C.F.R. § 50.3; and
(iii) All other applicable federal guidance that may be issued. (d) Equal Employment Opportunity.
(1) Federal Requirements and Guidance. The Recipient agrees to, and assures that each Third Party Participant will, prohibit discrimination based on race, color, religion, sex, sexual orientation, or national origin, and:
(i) Comply with Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, et seq.;
(ii) Comply with Title I of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101, et seq.;
(iii) Comply with federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this Master Agreement;

53 (iv) FTA Circular 4704.1 “Equal Employment Opportunity (EEO) Requirements and Guidelines for Federal Transit Administration Recipients;” and
(v) Follow other federal guidance pertaining to EEO laws, regulations, and requirements.
(2) Indian Tribes. The Recipient agrees to, and assures that each Third Party Participant will recognize that Title VII of the Civil Rights Act of 1964, as amended, exempts Indian Tribes under the definition of “Employer”. (e) Disadvantaged Business Enterprise. To the extent authorized by applicable federal laws, regulations, or requirements, the Recipient agrees to facilitate, and assures that each Third Party Participant will facilitate, participation by small business concerns owned and controlled by socially and economically disadvantaged individuals, also referred to as “Disadvantaged Business Enterprises” (DBEs), in the Underlying Agreement as follows:
(1) Statutory and Regulatory Requirements. The Recipient agrees to comply with:
(i) Section 11101(e) of IIJA;
(ii) U.S. DOT regulations, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs,” 49 CFR Part 26; and
(iii) Federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this Master Agreement.
(2) DBE Program Requirements. A Recipient that receives planning, capital and/or operating assistance and that will award prime third party contracts exceeding $250,000 in a federal fiscal year must have a DBE program that is approved by FTA and meets the requirements of 49 CFR Part 26. (3) Special Requirements for a Transit Vehicle Manufacturer (TVM). The Recipient agrees that:
(i) TVM Certification. Each TVM, as a condition of being authorized to bid or propose on FTA-assisted transit vehicle procurements, must certify that it has complied with the requirements of 49 CFR Part 26; and
(ii) Reporting TVM Awards. Within 30 days of any third party contract award for a transit vehicle purchase, the Recipient must submit to

54 FTA the name of the TVM contractor and the total dollar value of the third party contract using the Transit Vehicle Award Reporting Form on FTA’s website. The Recipient must also submit additional notifications if options are exercised in subsequent years to ensure that the TVM is still in good standing.
(4) Assurance. As required by 49 C.F.R. § 26.13(a):
(i) Recipient Assurance. The Recipient agrees and assures that:
(A) It must not discriminate based on race, color, national origin, or sex in the award and performance of any FTA or U.S.

DOT-assisted contract, or in the administration of its DBE program or the requirements of 49 CFR Part 26;
(B) It must take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and
administration of U.S. DOT-assisted contracts;
(C) Its DBE program, as required under 49 CFR Part 26 and as approved by U.S. DOT, is incorporated by reference and made part of the Underlying Agreement; and
(D) Implementation of its DBE program approved by U.S. DOT is a legal obligation and failure to carry out its terms shall be treated as a violation of this Master Agreement.
(ii) Subrecipient/Third Party Contractor/Third Party Subcontractor Assurance. The Recipient agrees and assures that it will include the following assurance in each subagreement and third party contract it signs with a Subrecipient or Third Party Contractor and agrees to obtain the agreement of each of its Subrecipients, Third Party Contractors, and Third Party Subcontractors to include the following assurance in every subagreement and third party contract it signs:
(A) The Subrecipient, each Third Party Contractor, and each Third Party Subcontractor must not discriminate based on race, color, national origin, or sex in the award and performance of any FTA or U.S. DOT-assisted subagreement, third party
contract, and third party subcontract, as applicable, and the administration of its DBE program or the requirements of 49 CFR Part 26;

55 (B) The Subrecipient, each Third Party Contractor, and each Third Party Subcontractor must take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of U.S. DOT-assisted
subagreements, third party contracts, and third party
subcontracts, as applicable;
(C) Failure by the Subrecipient and any of its Third Party Contractors or Third Party Subcontractors to carry out the requirements of this subparagraph 12.e(4)(ii) is a material breach of this subagreement, third party contract, or third party subcontract, as applicable; and
(D) The following remedies, or such other remedy as the Recipient deems appropriate, include, but are not limited to, withholding monthly progress payments, assessing sanctions, liquidated damages, and/or disqualifying the Subrecipient, Third Party Contractor, or Third Party Subcontractor from future bidding as non-responsible.
(5) Remedies. Upon notification to the Recipient of its failure to carry out its approved program, FTA or U.S. DOT may impose sanctions as provided for under 49 CFR Part 26, and, in appropriate cases, refer the matter for enforcement under either or both 18 U.S.C. § 1001, and/or the Program Fraud Civil Remedies Act of 1986, 31 U.S.C. § 3801, et seq. (f) Nondiscrimination on the Basis of Sex. The Recipient agrees to comply with federal prohibitions against discrimination based on sex, including:
(1) Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. § 1681, et seq.;
(2) U.S. DOT regulations, “Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance,” 49 CFR Part 25; and
(3) Federal transit law, specifically 49 U.S.C. § 5332. (g) Nondiscrimination on the Basis of Age. The Recipient agrees to comply with federal prohibitions against discrimination based on age, including:
(1) The Age Discrimination in Employment Act, 29 U.S.C. §§ 621 – 634, which prohibits discrimination based on age;

56 (2) U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 CFR Part 1625; (3) The Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101, et seq., which prohibits discrimination against individuals based on age in the administration of Programs, Projects, and related activities receiving federal assistance;
(4) U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 CFR Part 90; and
(5) Federal transit law, specifically 49 U.S.C. § 5332. (h) Nondiscrimination on the Basis of Disability. The Recipient agrees to comply with the following federal prohibitions against discrimination based on disability:
(1) Federal laws, including:
(i) Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination based on disability in the administration of federally assisted Programs, Projects, or activities; (ii) The Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. § 12101, et seq., which requires that accessible facilities and services be made available to individuals with disabilities:
(A) For FTA Recipients generally, Titles I, II, and III of the ADA apply; but
(B) For Indian Tribes, Titles II and III of the ADA apply, but Title I of the ADA does not apply because it exempts Indian Tribes from the definition of “employer;”
(iii) The Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151, et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities; (iv) Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a prohibited basis for discrimination; and (v) Other applicable federal laws, regulations, and requirements pertaining to access for seniors or individuals with disabilities. (2) Federal regulations and guidance, including:

57 (i) U.S. DOT regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49 CFR Part 37;
(ii) U.S. DOT regulations, “Nondiscrimination on the Basis of Disability in Programs and Activities Receiving or Benefiting from Federal Financial Assistance,” 49 CFR Part 27;
(iii) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB) and U.S. DOT regulations, “Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles,” 49 CFR Part 38;
(iv) U.S. DOT regulations, “Transportation for Individuals with Disabilities: Passenger Vessels,” 49 CFR Part 39;
(v) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability in State and Local Government Services,” 28 CFR Part 35; (vi) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities,” 28 CFR Part 36;
(vii) U.S. EEOC, “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 CFR Part 1630;
(viii) U.S. Federal Communications Commission regulations, “Telecommunications Relay Services and Related Customer Premises Equipment for Persons with Disabilities,” 47 CFR Part 64, subpart F; (ix) U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36 CFR Part 1194;
(x) FTA regulations, “Transportation for Elderly and Handicapped Persons,” 49 CFR Part 609;
(xi) FTA Circular 4710.1, “Americans with Disabilities Act: Guidance;” and
(xii) Other applicable federal civil rights and nondiscrimination regulations and guidance.
(i) Drug or Alcohol Abuse – Confidentiality and Other Civil Rights Protections. The Recipient agrees to comply with the confidentiality and civil rights protections of:

58 (1) The Drug Abuse Office and Treatment Act of 1972, as amended, 21 U.S.C. § 1101, et seq.;
(2) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended, 42 U.S.C. § 4541, et seq.; and (3) The Public Health Service Act, as amended, 42 U.S.C. §§ 290dd – 290dd-2. (j) Access to Services for Persons with Limited English Proficiency. The Recipient agrees to provide meaningful access to public transportation services to persons with limited understanding of English to comply with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, et seq., and its implementing regulation at 28 CFR § 42.405(d), and appliable U.S. Department of Justice guidance. (k) Other Nondiscrimination Laws, Regulations, Requirements, and Guidance. The Recipient agrees to comply with other applicable federal nondiscrimination laws, regulations, and requirements, and follow federal guidance prohibiting discrimination.
(l) Remedies. Remedies for failure to comply with applicable federal Civil Rights laws, regulations, and requirements, and failure to follow guidance may be enforced as provided in those federal laws, regulations, requirements, or guidance. (m) Promoting Free Speech and Religious Liberty. The recipient shall ensure that Federal funding is expended in full accordance with the U.S. Constitution, Federal Law, and statutory and public policy requirements: including, but not limited to, those protecting free speech, religious liberty, public welfare, the environment, and prohibiting discrimination.
(n) Federal Anti-Discrimination.
(1) Pursuant to section (3)(b)(iv)(A), Executive Order 14173, Ending Illegal Discrimination and Restoring Merit-Based Opportunity, the Recipient agrees that its compliance in all respects with all applicable Federal antidiscrimination laws is material to the government’s payment decisions for purposes of section 3729(b)(4) of title 31, United States Code. (2) Pursuant to section (3)(b)(iv)(B), Executive Order 14173, Ending Illegal Discrimination and Restoring Merit-Based Opportunity, by entering into this Agreement, the Recipient certifies that it does not operate any programs promoting diversity, equity, and inclusion (DEI) initiatives that violate any applicable Federal anti-discrimination laws.

59 Section 13. Planning.
(a) Standard Planning Provisions. The Recipient agrees to the following:
(1) Planning Requirements and Guidance. To assure that its Underlying Agreement is consistent with the Planning requirements that apply, the Recipient agrees to:
(i) Comply with the Metropolitan planning requirements of 49 U.S.C. § 5303, and joint FHWA and FTA regulations, “Planning and Assistance Standards” (for Metropolitan Transportation Planning and Programming), 23 CFR Part 450 and 49 CFR Part 613, to the extent those regulations are consistent with the metropolitan planning requirements of 49 U.S.C. § 5303;
(ii) Comply with the statewide and nonmetropolitan planning requirements of 49 U.S.C. § 5304, and joint FHWA and FTA regulations, “Planning and Assistance Standards” (for statewide transportation planning and programming), 23 CFR Part 450 and 49 CFR Part 613, to the extent those regulations are consistent with the state planning requirements of 49 U.S.C. § 5304; and (iii) Follow any guidance FTA issues to implement requirements of 49 U.S.C. §§ 5303 and 5304.
(2) Participation of State or Local Governmental and Private Nonprofit Providers of Nonemergency Transportation. The Recipient agrees to comply with 49 U.S.C. § 5323(k) by assuring that it will, as feasible:
(i) Provide the opportunity to participate and coordinate with the Recipient in the design and the delivery of federally assisted transportation services, and be included in planning for the Recipient’s federally assisted transportation services; and (ii) Make that opportunity available to federally-assisted state or local governmental agencies and nonprofit organizations that receive federal assistance for nonemergency transportation, but do not receive federal assistance for nonemergency transportation from U.S. DOT. (b) Tribal Transit Program Planning Provisions. The Indian Tribe agrees that:
(1) Planning Requirements. The federal assistance it receives for its Tribal Transit Program will be consistent with its documents, including any formal plan provided to FTA in support of the development and basis of its Award

60 of federal assistance under the Tribal Transit Program, and are or will be coordinated with transportation service funded by other federal sources to the maximum extent feasible.
(2) Participation of State or Local Governmental and Private Nonprofit Providers of Nonemergency Transportation. The Recipient agrees to comply with 49 U.S.C. § 5323(k) by assuring that it will, as feasible:
(i) Provide the opportunity to participate and coordinate with the Recipient in the design and the delivery of federally assisted transportation services, and be included in planning for the Recipient’s federally assisted transportation services; and (ii) Make that opportunity available to federally-assisted state or local governmental agencies and nonprofit organizations that receive federal assistance for nonemergency transportation, but do not receive federal assistance for nonemergency transportation from U.S. DOT.

Section 14. Private Enterprise.
(a) Protections. The Recipient agrees to protect the interests of private enterprise affected by federal public transportation programs by:
(1) Encouraging private enterprise to participate in the planning of public transportation and programs that provide public transportation, to the extent permitted under 49 U.S.C. § 5306; and
(2) Providing just compensation for the Project property it acquires, including the franchises of private providers of public transportation, as required under 49 U.S.C. § 5323(a)(1)(C).
(b) Infrastructure Investment. The Recipient agrees to follow the infrastructure investment recommendations of:
(1) Executive Order No. 12803, “Infrastructure Privatization,” April 30, 1992, 31 U.S.C. § 501 note (57 Fed. Reg. 19,036); and
(2) Executive Order No. 12893, “Principles for Federal Infrastructure Investments,” January 26, 1994, 31 U.S.C. § 501 note (59 Fed. Reg. 4233). (c) Joint Development. If joint development is involved, the Recipient agrees to follow the latest edition of FTA Circular 7050.1, “Federal Transit Administration Guidance on Joint Development.”

61 Section 15. Preference for United States Products and Services.

Except as the Federal Government determines otherwise in writing, the Recipient agrees to comply with FTA’s U.S. domestic preference requirements and follow federal guidance, including:
(a) Buy America. The domestic preference procurement requirements of 49 U.S.C. § 5323(j), and FTA regulations, “Buy America Requirements,” 49 CFR Part 661, to the extent consistent with 49 U.S.C. § 5323(j);
(b) Build America, Buy America Act. Construction materials used in the Project are subject to the domestic preference requirement of the Build America, Buy America Act, Pub. L. 117-58, div. G, tit. IX, §§ 70911 – 70927 (2021), as implemented by the U.S. Office of Management and Budget’s “Buy America Preferences for Infrastructure Projects,” 2 CFR Part 184. The Recipient acknowledges that this agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b). In accordance with 2 CFR § 184.2(a), the Recipient shall apply the standards of 49 CFR Part 661 to iron, steel, and manufactured products. (c) Cargo Preference–Use of United States-Flag Vessels. At least 50 percent of any equipment, materials or commodities procured, contracted for or otherwise obtained with funds granted, guaranteed, loaned, or advanced by the U.S. Government under this agreement, and which may be transported by ocean vessel, shall be transported on privately owned United States-flag commercial vessels, if available. 46 U.S.C. § 55305, and U.S. Maritime Administration regulations, “Cargo Preference – U.S.- Flag Vessels,” 46 CFR Part 381. Within 20 days following the date of loading for shipments originating within the United States or within 30 working days following the date of loading for shipments originating outside the United States, a legible copy of a rated, ‘on-board’ commercial ocean bill-of-lading in English for each shipment of cargo described in 46 CFR § 381.7(a)(1) shall be furnished to both the recipient (through the prime contractor in the case of subcontractor bills-of-lading) and to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590.
(d) Fly America. The air transportation requirements of Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974, as amended, 49 U.S.C. § 40118, and U.S. General Services Administration (U.S. GSA) regulations, “Use of United States Flag Air Carriers,” 41 C.F.R. §§ 301-10.131 – 301-10.143. (e) Uniform Administrative Requirements. Compliance with FTA’s “Buy America Requirements,” 49 CFR Part 661, and “Buy America Preferences for Infrastructure Projects,” 2 CFR Part 184, as described in this Master Agreement shall be deemed to satisfy 2 CFR § 200.322, “Domestic Preferences for Procurements.”

62 (f) Limitation on Certain Rolling Stock Procurements. The Recipient will comply with the limitation on certain rolling stock procurements at 49 U.S.C. § 5323(u).

Section 16. Procurement.
(a) Federal Laws, Regulations, Requirements, and Guidance. The Recipient agrees:
(1) To comply with the requirements of 49 U.S.C. chapter 53 and other applicable federal laws, regulations, and requirements in effect now or later that affect its third party procurements;
(2) To comply with the applicable U.S. DOT Common Rules; and (3) To follow the most recent edition and any revisions of FTA Circular 4220.1, “Third Party Contracting Guidance,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance.
(b) Full and Open Competition. The Recipient agrees to conduct all its third party procurements using full and open competition as provided in 49 U.S.C. § 5325(a), and as determined by FTA.
(c) Exclusionary or Discriminatory Specifications. The Recipient agrees that it will not use any federal assistance under 49 U.S.C. chapter 53 for any procurement based on exclusionary or discriminatory specifications, as provided in 49 U.S.C. § 5325(h), unless authorized by other applicable federal laws, regulations, or requirements. (d) Required Clauses in Third Party Contracts. In addition to other applicable provisions of federal law, regulations, requirements, and guidance, all third party contracts made by the Recipient under the Federal award must contain provisions covering the following, as applicable:
(1) Simplified Acquisition Threshold. Contracts for more than the simplified acquisition threshold, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. § 1908, or otherwise set by law, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. (Note that the simplified acquisition threshold determines the procurement procedures that must be employed pursuant to 2 C.F.R. §§ 200.317–200.327. The simplified acquisition threshold does not exempt a procurement from other eligibility or processes requirements that may apply. For example, Buy America’s eligibility and process requirements apply to any procurement in excess of $150,000. 49 U.S.C. § 5323(j)(13).)