MTA - NEW YORK CITY TRANSIT 2 BROADWAY NEW YORK, NY 10004
DIVISION OF MATERIEL web.mta.info/nyct/procure/nyctproc.htm [email protected] 0000175155 NOTICE -OF ADDENDUM
ADDENDUM #2
BID OPENING/DUE DATE: 3/27/2018 2 Broadway Andy Byford New York, NY 10004 President
8 New York City Transit March 12,2018
ADDENDUM #2 Contract # SSE 175155 Furnish and Install Digital Information Screen Systems
TO ALL PROSPECTIVE BIDDERS:
The Bid Opening Date has been reschedule to March 27, 2018 at 2:00 pm at the location specified in the Bid documents.
You are hereby notified of the following changes to the Contract.
I. Changes to Contract Documents • The Price Schedule has been replaced in its entirety and the revised Price Schedule is hereby attached. • Schedule G has been replaced in its entirety and the revised Schedule G is hereby attached. • The Scope of Work has been replaced in its entirety and the revised Scope of Work is hereby attached. • The Specific Contract Provisions have been replaced in its entirety and the revised Specific Contract Provisions is hereby attached.
II. The following are questions received and the corresponding answers to those questions, which are made part of this Contract: (answers appear in Bold.)
1. In the Scope_oCWork_Final.pdf, section Design states "The DIS Display loomed wiring", while section Wiring Standards states "with adequate lacing and or clamping." Can you please confirm that Loom is required to protect the entire wiring harness? a. The loom is required except for the last 12" provided that there are no sharp edges within the last 12". All wiring must be protected should there be sharp edges. 2. Can NYCT please clarify if the "Installation of" in item 1 of the price sheet of the Bid form is only for onboard installation labor, or all labor for the project including installation, project management, data initialization, engineering, etc.? a. The installation portion of Item 1 shall include all costs associated with installation and acceptance of each DIS system. 3. Can NYCT please clarify if years 6-12 in item 2 of the price sheet of the Bid form can be used for CMS licenses or CMS extended software warranty? a. The price schedule has been replaced. Item 2 shall be utilized to price CMS Licenses for years 6 -12. Item 3 shall be utilized to price Software Maintenance for years 6 -12.
709872 Page 1 of 6 SSE 175155 - Addendum #2 MTA New York City Transit is an agency of the Metropolitan Transoortation Authority, State of New York
'::8-03-6220 1(18 4. Proposers were provided green bid envelopes: a. Is NYCT's expectation that all bid documents, forms, certifications, pricing, EEO forms, Schedule J information, and addenda copies and/or acknowledgment pages are to be submitted in this envelope? i. Yes. b. If so, can NYCT confirm that only the original, signed package is required, without any additional copies? i. Confirmed. 5. Given that the mounting requirements and some specifications have changed and we are installing on number of different bus types we will be required to make some design modification to our case and associated hardware to be able to meet the altered specifications of the MTA. We will continue to use the 37 inch single panel LCD and associated CMS software. Please acknowledge that you are aware of this and it is expected and approved (so that we may begin some preliminary case and fixture designs now) to enable us to meet the delivery schedule should we be the winning bidder. a. Vendor specific hardware has been approved and is included in the QPl. Absolutely no modifications to approved hardware is allowed. Please see the mounting brackets design concept, which will provided under separate cover, for guidance with respect to mounting solutions. 6. Kindly confirm that the award will be based on the "Gross Sum Bid" price line item for Fleets A&B and not the subtotal of items 1 to 4 for each fleet type. a. See Schedule G on how Class A and Class B are to be awarded. 7. Kindly confirm that the MTA plans to make a contract award within 30 days of the bid opening. a. It is the Authority's intent to make an award as soon as possible following the bid opening. 8. Kindly confirm that there are no bonding requirements for this bid. a. Confirmed. 9. Kindly confirm that vendors retain their source code and IP and that the MTA is a licensed user as long as license fees are paid. a. Vendors shall retain their source code and IP however, all source code, 3rd party packages, scripts, interfaces, APls, client integration software, backend integration software and CMS backend necessary for the DIS system to function shall be put in escrow to allow MTA and/or subsequent contractors to keep the DIS system in a state of good repair should the vendor cease operations based on, including without limitation: a situation as stated in Article 204, vendor filing for bankruptcy, or vendor becoming insolvent. The Authority shall pay an actual, not to exceed amount of $5,000 for the escrow account to be set up for the first year of storage as well as the actual annual costs of maintenance not to exceed $2,500 per year. Invoices must be submitted to the Authority indicating the Contractor's actual costs. 10. Please confirm/describe what constitutes "Acceptance" of the final DISsystem. What happens in a case where MTA experiences delays for sign-off that are specific to the MTA and beyond the vendor's control? a. Acceptance of each DIS system occurs when the Installation Acceptance Test has been passed and signed off on by the Authority. Delays will be handled on a case by case basis.
709872 Page 2 of 6 SSE 175155 - Addendum #2 11. Kindly confirm that vendors will have indoor dedicated installation and storage areas at each depot location including power, heat and lighting. a. Due to the amount of teams required to accommodate the required schedule, the depots cannot guarantee spacing inside for installation. No onsite storage will be provided. The Contractor is responsible for storing all of their equipment off site and providing their own power. 12. In the case that the MTA delays the award of contract beyond a vendors control, will a $150 penalty per day apply? a. The $150 per day is liquidated damages and is not a penalty. It applies. In the event of a split, each Vendors shall complete all of its installations by the end of 2018. Article 104 has been revised to reflect this clarification. 13. What constitutes "placement in service"? What if a vendor installs the system and the vehicle goes for maintenance for a prolonged period? Canthe MTA provide a two week limit after install in which to verify the system was working in service? a. Following a successful Installation Acceptance Test, the Authority will have 10 business days to validate system functionality. 14. Please confirm that the stated 10% failure rate is based over a one year period (as opposed to a potential of 2% per year for 5 years). a. No. 10% failures cumulatively over the warranty period will result in the declaration of a Fleet Defect. 15. Please explain why title transfer occurs in absence of payment? We are ok in the event of non payment that title reverts back to the vendor. a. Per Article 114 of the Specific Contract Provisions, title will transfer to the Authority once the system is satisfactorily installed. Any disputes regarding payments will be handled by the PM or DRO. 16. Should the MTA terminate the contract, we don't agree that the MTA can continue use of the software for up to 12 years. Canthis be altered? a. The Authority shall be allowed to use the software for the total period for which it has paid. 17. In the event of MTA's termination, please confirm that vendors will be compensated for any items procured. a. Please see Article 208 - Remedies in Caseof Default & Termination for Causeand Article 209 - Termination for Convenience by the Authority. 18. Kindly describe/define the DRO? a. Please refer to Article 212 - Disputes subparagraph B for a definition of the DRO. 19. Kindly confirm that vendors retain the right to their IP. a. Confirmed. Please refer to Article 220 for additional details. 20. Kindly describe under what scenario/circumstance that the MTA would perform an audit? a. Please refer to Article 226 - Books and Records!Audit and Examination. 21. Kindly confirm that Omnibus/NY content is not applicable. a. Confirmed. 22. There seem to be conflicting hours for installations, kindly confirm these hours. a. Prototype installations shall be performed during regular business hours (Monday Friday, 9AM - 5PM) (see SOW page 5 of 21); b. Production installations shall be performed seven days a week from 8PM-4AM (see SOW page 6 of 21).
709872 Page 3 of 6 SSE 175155 - Addendum #2 23. There was mention that the MTA desired a universal mounting standard asto enable any vendors system to be used on another vendor's bracket? Can the MTA describe/spec. a standard solution for this? a. Please see mounting concept; it is not a requirement; it is a concept through which NYCT believes all of the requirements can be met. However, Vendor may submit proposals for approval throughout the process. 24. Kindly confirm that the display signs must have 6 inch movement flexibility on the mount with 2 inch increments. a. The DIS Display mounting bracket shall be capable of locating the screen in the center of the bus aisle or up to six (6) inches to the left and/or right of the bus aisle center line (see SOW page 9 of 21). See mounting concept which will provided under separate cover. 25. Please confirm that the mounting hole pattern can be different by bus model. a. Confirmed. However, the selected Vendor(s) shall submit the proposed hole pattern(s) for prior review and approval for each bus model prior to incorporation in each prototype installation. 26. Kindly detail what is meant by potential destination sign integration and the details of such integration? a. The destination sign is one of the many potential sources for data which can be utilized by the Contractor in the design of its DIS solution (see SOW page 11 of 21). 27. How often does the MTA expect transfer information to be updated? Since we are not querying this interface directly, is it sufficient to store the transfer information locally and query for updates weekly? a. Storing information locally on the bus is allowed. Scheduled updating from the MTA interface weekly will be allowed as long as there is a mechanism to trigger the update on demand. Buses shall query the cached transfer information daily. 28. Kindly confirm when/the duration the signs should be shut down on-board. a. DISdisplays shall turn off immediately when the bus is turned off (ignition/run switch). However, the player shall remain operational for a user defined time period (default to 15 min) to ensure content & log uploads/updates, etc. (see SOW page 7 of 21). 29. Kindly advise when vendors can meet onsite with the camera vendor to review movement. We assume follow up questions may be submitted after this. a. The Authority has decided to handle camera movement internally. Please do not include any costs for camera movement in the bid. 30. Is cable labeling after every 18 inches necessary? We noticed on-board during surveys this was not the case? a. Cables, wiring forms, and terminals shall be identified by permanent labels, tags, or other appropriate means. Cables shall be identified at both ends and at 18 inches along their lengths (for troubleshooting) with indications ofthe source and destination ofthat cable run. The cable identification shall agree with the wiring and interconnect diagrams (see SOW page 14 of 21). 31. Will the MTA commit resources required for installation sign-off at multiple locations? a. Yes. 32. Please confirm that software used during the pilot period will be duplicated for this bid. a. The software for these buses shall support all bus routes.
709872 Page 4 of 6 SSE 175155 - Addendum #2 33. Please confirm that all qualified vendors will be bidding directly, and therefore without a reseller network. As discussed, we would like to ensure that no vendor is able to submit multiple bids via re-sellers or loosely affiliated companies. a. No. Any company that is able to furnish and install one of the DIS systems on the QPL may submit a bid. 34. Pleaseconfirm that Vianova is the only vendor able to bid 2x 18.5 displays. a. Confirmed. Each vendor is only allowed to bid the QPL that has been approved by the Authority. 35. What information should the outside of the bid envelope contain upon submittal? a. Please refer to the Information for Bidders for bid submission requirements. 36. How many copies of the bid should be submitted? a. One (1) original must be submitted. 37. What is the exact location and closing time of the IFB? a. Please refer to the Information for Bidders for the exact location and closing time of thelFB 38. Cana checklist please be provided of all mandatory and optional documents for the bid submittal? a. The only mandatory submission is the Bid document which includes the price schedule. All other documents are optional for submission at time of Bid opening. However, in order to expedite the award of this contract, it is strongly advised that the following documents also be submitted with your Bid: i. Schedule J ii. Schedule W iii. MWBE Package 1 iv. Schedule M v. Special Important Notice to Bidders 39. Kindly provide cross section drawings of the interior roof areas for all bus types requiring installation. a. Drawings will be provided to select vendors under a separate cover. 40. Kindly provide cross section drawings for the extrusions that the stanchion brackets join into at the bus ceiling for all bus types requiring installation. a. Drawings will be provided to select vendors under a separate cover. 41. Kindly provide electrical schematics and electrical input/output connection locations for all bus types requiring installation. a. Drawings will be provided to select vendors under a separate cover. 42. What happens if there is insufficient room in the current on-board electrical equipment cabinets to mount our required system hardware? a. The vendor and Project Manager shall work together to devise a solution. 43. Please confirm that there are no NY State content requirements. a. Confirmed. 44. Please confirm that there are no DBE requirements. a. Confirmed. 45. Please confirm which bus make/model year that can have back-to-back displays installed. a. Currently the New Flyer XD40 is the only bus model which the MTA will accept back-to back displays. 46. Please detail the payment terms and payment milestones. a. Please see Article 108 of the Specific Contract Provisions for payment terms. There are no payment milestones. 47. How many years warranty and maintenance are required for the EDS-208A-T Ethernet Switches?
709872 Page 5 of 6 SSE 175155 - Addendum #2 a. The Warranty requirement for the Ethernet Switches is 3 years parts and labor. 48. Who will be responsible to relocate obstructions on-board such as cameras? Please detail the anticipated roles/responsibilities regarding these scenarios. a. The Authority will be responsible for moving all cameras. If further obstructions arise, the vendor shall work with the Project Manager to devise an acceptable solution. 49. How many buses will be available for installations per day? Will this vary by depot location? What are the days/times available for installs? a. This will vary by depot location. Prototype installations shall be performed during regular business hours (Monday - Friday, 9AM - SPM) (see SOW page 5 of 21); Production installations shall be performed seven days a week from 8PM-4AM (see SOW page 6 of 21). 50. Please confirm that selected DIS vendors are responsible for relocating cameras, if required. a. The Authority will be responsible for relocating cameras. 51. Please confirm that cameras have provisions in their harnessing to be moved with minimal to no modification of existing wiring. a. No longer applicable as the Authority will be responsible for relocating cameras. 52. Please confirm that the Agency will be responsible for making the required personnel from the camera supplier available to the selected DIS vendors, post award, for assistance with installation design during the pilot phase. a. No longer applicable as the Authority will be responsible for relocating cameras. 53. Please confirm that the Agency will be responsible for determining acceptable orientation and viewing angles for any camera that must be relocated. a. No longer applicable as the Authority will be responsible for relocating cameras. 54. Can the agency please provide documentation that details the camera installation for each bus type, including as-built drawings? a. No longer applicable as the Authority will be responsible for relocating cameras. 55. Can the agency please confirm if the existing camera mounting hardware can be reused if relocation is necessary? If not, is the DIS vendor responsible for purchasing and installing new mounting hardware? a. No longer applicable as the Authority will be responsible for relocating cameras. 56. Please confirm that the agency is willing to relocate/reconfigure interior mirrors where necessary/unavoidable. Please confirm that the agency will be responsible for any mirror relocation/reconfiguration necessary. a. The Authority prefers not to relocate any mirrors. Should relocation be necessary, the vendor shall submit a proposal which will require review and approval by the Authority prior to implementation. 57. Can the agency please clarify the requirement for a common mounting bracket? Please include the intent of this requirement and the agencies plans for coordinating design amongst multiple qualified vendors. a. See conceptual design which will provided under separate cover.
Sincerely,
Gregory Beck Procurement Specialist
709872 Page 6 of 6 SSE 175155 - Addendum #2 PRICE SCHEDULE GROSS SUM BID CLASS A - TOTAL OF FLEETS 1- 5 (IN WORDS AND FIGURES)
CLASS A (Fleets 1-5) I Gross Sum Bid: I s - I
Dollars and
Cents.
NOTE The estimated quantities and total contract dollar amounts are for price evaluation The Authority reserves the right to increase or decrease those amounts at its
GROSS SUM BID CLASS B - TOTAL OF FLEETS 6-9 (IN WORDS AND FIGURES)
CLASS B (Fleets 6-9) Gross Sum Bid: I s -
Dollars and
Cents.
NOTE The estimated quantities and total contract dollar amounts are tor price evaluation The Authority reserves the right to increase or decrease those amounts at its CLASS A Fleet 1 Bus Tvpe: 2011-2013 New Fiver 40 Ft. Low Floor eNG
Est. Quantity of DIS Systems Unit Price Extended Price Item QPL~ Unit price shall include all costs to furnish, maintain, and warrant a DISsystem for one (1) bus for a period of five (5) years in accordance with the Contract 216 Documents. This price shall also include all licenses necessary to operate the DIS system for five (5) years. 1 Installation of
QPL~ 216 Unit price Shall unclude all costs to install and obtain acceptance of one (1) DiS system in accordance with the Contract Documents. Item 1 Subtotal S
Item eMS license Est. Quantity of eMS licenses Unit Price cer eMS license eMS Extended Price Year 6 216 Year 7 216 YearS 216 2 Year 9 216 Year 10 216 Year 11 216 Year 12 216 Item 2 Subtotal
Item Unit Price for Software Software Maintenance Software Maintenance Est. Quantity Maintenance Extended Price Year6 216 Year 7 216 3 vear a 216 Year 9 216 Year 10 216 Year 11 216 Year 12 216 Item 3 Subtotal
Item Professional Services Est. Hours Per Hour Price Extended Price
Software Engineer 100 Sr. Software Engineer 100 System Engineer 100 4 Project Manager 100 Hardware Technician 100 Item 4 Subtotal
I Est. Quantity of Ethernet Switches Unit Price I Extended Price litem E05-208A-T Ethernet Switch 216 I 5 [tnstauatrcn of ED5·208A·T I 216 I Item 5 Subtotal
Number of Years Annual Price I Extended Price litem [Excrow Account Setup and 1st Year's Payment. Not to exceed $5,000. I 1 I 6 IEscrow Maintenance for Years 2-12. Not to exceed $2,SOO/year. I 11 I Item 6 Subtotal
Fleet 1 Total:1
CLASS A
111656 SSF 11S1SS Arld~ndum, Fleet 2 Bus Type: Nova 2015-201640 Ft. Low Floor Diesel
Est. Quantitv of DIS Systems Unit Price Extended Price Item QPl. Unit price shall include all costs to furnish, maintain, and warrant a DIS system for one (1) bus for iii period of five (5) years in accordance with the Contract 414 Documents. This price shall also Include all licenses necessary to operate the DIS system for five (5) years. 1 Installation of
QPl. 414 Unit price shall undude all costs to Install and obtain acceptance of one (1) DIS [svstem in accordance WIththe Contract Documents. Item 1 Subtotal
Item eMS license Est. Quantity of CMSlicenses Unit Price cer eMS license eMS Extended Price Year 6 414 Year7 414 Year8 414 2 Year9 414 veer 10 414 Year 11 414 Year 12 414 Item 2 Subtotal
Item Unit Price for Software Software Maintenance Software Maintenance Est. Quantity Maintenance Extended Price Year 6 414 Year 7 414 3 Year 8 414 Year9 414 Year 10 414 Year 11 414 Year 12 414 Item 3 Subtotal
Item Professional Services Est. Hours Per Hour Price Extended Price
Software Engineer 100 Sr. Software Enaineer 100 4 System Engineer 100 Project Manager 100 Hardware Technician 100 Item 4 Subtotal
Est. Quantity of Ethernet Switches Unit Price Extended Price tt~m EOS-208A·T Ethernet SWitch 414 I Installation of EDS-208A-T 414 Item S Subtotal
Fleet 2 Tot.I:LI ~_ _'
CLASS A
711656 Fleet 3 Bus Tvpe: Nova 2011 40 Ft. Low Floor Diesel
Est. Quantity of DIS Systems Unit Price Extended Price Item QPl# Unit price shall include all costs to furrush, maintain, and warrant a DISsystem for one (1) bus for a period of five (5) years in accordance with the Contract 60 Documents. This price shall also include all licenses necessary to operate the DIS system for five (5) years. 1 Installation of
QPl# 60 Unit price shall unclude all costs to install and obtain acceptance of one (1) DIS lsvstem In accordance with the Contract Documents. Item 1 Subtotal
Item eMS license Est. Quantity of eMS licenses Unit Price oer eMS license eMS Extended Price Year 6 60 Year 7 60 YearS 60 2 Year 9 60 Year 10 60 Year 11 60 Year 12 60 Item 2 Subtotal
Item Unit Price for Software Software Maintenance Software Maintenance Est. Quantity Maintenance Extended Price Year 6 60 Year 7 60 3 YearS 60 Year 9 60 Year 10 60 Year 11 60 Year 12 60 Item 3 Subtotal
Item Professional Services Est. Hours Per Hour Price Extended Price
Software Engineer 100 Sr. Software Engineer 100 System Engineer 100 • Project Manager 100 Hardware Technician 100 Item 4 Subtotal
Est. Quantity of Ethernet SWitches Unit Price Extended Price IIt~m EOS·208A- T Ethernet Switch 60 Installation of EOS-208A·T 60 I Item 5 Subtotal
Fleet 3 Total:1
CLASS A
711f,5f, SSE 1]',155 Addendvm /I: Fleet 4 Bus Type: New Flyer 2011-2012 40 Ft. Low Floor eNG
Est. Quantity of DISSystems Unit Price Extended Price Item QPL# Unit price .s.hallinclude all cos-ts to furnish, maintain, and warrant a DISsystem for one U) bus for a period of five (5) years in accordance with the Contract 12< Documents. This pnce s.hallalso include altlicenses necessary to operate the DISsystem for five (S) years. 1 Installation of
QPL# 124 Unit price shall unclude all costs to install and obtain acceptance of one (1) DIS system in accordance with the Contract Documents. Item 1 Subtotal
Item eMS license Est. Quantity of eMs licenses Unit Price oer eMS Ucense eMS Extended Price Year 6 124 Year 7 124 Year 8 124 2 Year 9 124 Year 10 124 Year 11 124 Year 12 124 Item 2 Subtotal
Item Unit Price for Software Software Maintenance Software Maintenance Est. QUilntity Maintenance Extended Price Year 6 124 Year 7 12<1 3 Year 8 124 Year 9 12-1 Year 10 124 Year 11 124 Year 12 12·\ Item 3 Subtotal
Item Professional Services Est. Hours Per Hour Price Extended Price
Software Engineer 100 Sr. Software En Ineer 100 4 System Engineer 100 Project Manager 100 Hardware Technician 100 Item 4 Subtotal
Est. Quantity of Ethernet Switches Unit Price Extended Price Ilt~ EDS-208A- T Ethernet Switch 124 Installation of EOS-208A-T 124 Item S Subtotal
Fleet 4 Total: I
CLASS A
71165b Fleet 5 Bus Type: New Flyer 2015 40 Ft. Low Floor XD40 Diesel
Est. Quantity of DIS Systems Unit Price Extended Price Item QPL~ Unit price shall include all costs to furnish, maintain, and warrant a DIS system for one (1) bus for a period of five (5) years in accordance with the Contract 45 Documents. This price shall also include en uceoses necessary to operate the DIS system for five IS}years. 1 Installation of
QPL~ 45 Unit price shall unclude all costs to install and obtain acceptance of one (1) 015 svstem in accordance with the Contract Documents. Item 1 Subtotal
Item eMS license Est. Quantity of eMS licenses Unit Price per eMS license eMS Extended Price Year 6 45 Year 7 45 Year 8 45 2 Year 9 45 Year 10 45 Year 11 45 Year 12 4S Item 2 Subtotal
Item Unit Price for Software Software Maintenance Software Maintenance Est. Quantity Maintenance Extended Price Year 6 45 Year 7 45 3 Year 8 45 Year 9 45 Year 10 45 Year 11 45 Year 11 45 Item 3 Subtotal
Item Professional services Est. Hours Per Hour Price Extended Price
Software Engineer 100 Sr. Software Engineer 100 4 System Engineer 100 Project Manager 100 Hardware Technician 100 Item 4 Subtotal
I Est. Quantity of Ethernet Switches Unit Price Extended Price I Item E05-208A- T Ethernet Switch 45 5 Iinstalla'ion of ED5-208A-T I 45 Item 5 Subtotal
Flee. 5 To••I:!
CLASS A
71t6S6 SSE 17SIS', AOdt>nclum.1 CLASS B Fleet 6 Bus Type: 2016-2017 New Flyer 40 Ft. low Floor XN40 eNG
Est. Quantity of DIS Systems Unit Price Extended Price Item QPl# Unit price shall include all costs to furnish, maintain, and warrant a DISsystem for one (1) bus for a period of five (5) years In accordance with the Contract 138 Documents. This price shall also include all licenses necessary to operate the DIS system for five (5) years 1 Installation of
QPl# 138 Unit price shall unclude all costs to install and obtain acceptance of one (1) DIS Isvstem in accordance with the Contract Documents. Item 1 Subtotal
Item eMS License Est. Quantity of eMS licenses Unit Price per eMS license eMS Extended Price Year 6 138 Year 7 138 YearS 138 z Year9 138 Year 10 138 Year 11 138 Year 12 138 Item 2 Subtotal
Item Unit Price for Software Software Maintenance Software Maintenance Est. Quantity Maintenance Extended Price Year6 138 Year 7 138 3 Year 8 138 Year 9 138 Year 10 138 Year 11 138 Year 12 138 Item 3 Subtotal
Item Professional Services Est. Hours Per Hour Price Extended Price ISOttware tnglneer 00 Sr. Software Engineer 100 System En ineer 100 4 Project Manal.er 100 Hardware Technician 100 Item 4 Subtotal
Fleet 6 Total: I
CLASS B
71]6')6 SSE l7SiSS· Addefldum'l Fleet 7 Bus Type: New Flyer 2014-201540 Ft. Low Floor XD40 Diesel
Est. Quantity of DISSvstems Unit Price Extended Price Item QPln Urut price shall include all costs to turmsb, maintain, and warrant a DISsystem for one (1) bus for a period of five IS) years in accordance with the Contract 191 Documents. this price shall also include all licenses necessary to operate the DIS system for five (51 years. I Installation of
QPl# 191 Unit price shall unclude all Costs to install and obtain acceptance of one j 11DIS system in accordance with the Contract Documents. Item 1 Subtotal
Item eMS license Est. Quantity of eMS Licenses Unit Pnce oer eMS license eMS Extended Pnce Year6 191 Year 7 191 Year 8 191 2 Year 9 191 Year 10 191 Year 11 191 Year 12 191 Item 2 Subtotal
Item Unit Price for Software Software Maintenance Software Maintenance Est. Quantity Maintenance Extended Price Year 6 191 Year 7 191 3 Year 8 191 Year 9 191 Year 10 191 Year 11 191 Year 12 191 Item 3 Subtotal
Item Professional Services Est. Hours Per Hour Price Extended Price
Software Engineer 100 Sr. Software Engineer 100 4 System Engineer 100 Project Manager 100 Hardware Technician 100
Item 4 Subtotal
Est. Quantity of Etbemet Switches Unit Price Extended Price Ilt~m EDS-208A·T Ethernet Switch 191 Installation of EOS-20BA-T 191 Item S Subtotal
Number of Years Annual Price Extended Price I Item IExcrow Acc.ount Setup and 1st Year's Payment. Not to exceed $S,OOO. I 6 Escrow Maintenance for Years 2-12. Not to exceed $2.500/year. II Item 6 Subtotal
Fl... 7Total:lL------'
CLASS B
111bSt. SSf 1·~155· Addendum 11 FleetS Bus Type: Orion VII NG 2008-2009 40 Ft. Low Floor Hybrid
Est. Quantitv of DIS Systems Unit Price Extended Price Item QPt" Unit price shallmclude all costs to furnish, maintain, and warrant it DIS system for one (1) bus for it period of five (5) years In accordance with the Contract 168 Documents. This price shall also include all licenses necessary to operate the DIS system for five (S) years. 1 Installation of
QPt" 168 Unit price shall unclude all costs to install and obtain acceptance of one (1) DIS system in accordance with the Contract Documents. Item 1 Subtotal
Item CMSlicense Est Quantity of eMS Ucenses Unit Price cer eMS license eMS blended Price Year 6 168 Year 7 168 Year 8 168 2 Year 9 168 Year 10 168 Year 11 168 Year 12 168 Item 2 Subtotal
Item Unit Price for Software Software Maint~nanc~ Software Maintenance Est. Quanrity Maintenance Extended Price Year 6 168 Year 7 168 3 Year 8 168 Year 9 168 Year 10 168 Y~ar 11 168 Year 12 168 Item 3 Subtotal
Item Professional Services Est Hours Per Hour Price Extended Price
Software Engineer 100 Sr. Software Enaineer 100 4 System Engineer 100 Project Manager 100 Hardware Technician 100
Item 4 Subtotal
Est. Quantity of Ethernet Switches Unit Price Extended Price Ilt~m EOS-208A-T Ethernet Switch 168 Installation of EDS-20SA·T 168 ttem S Subtotal
Fleet 8 Total:LI ....J
CLASSB
711656 ')"jf \7<, 1,5· A Est. Quantitv of DIS Systems Unit Price Extended Price Item QPl#______Unit price shall include all costs to furnish, maintain, and warrant a DIS system for one U) bus for a period of five (5) years in accordance with the Contract 105 Documents. This price shall also include all licenses necessary to operate the DIS system for five (5) years. I Installation of QPl# 10'. Unit price shall unclude all costs to install and obtain acceptance of one (1) DIS system in accordance with the Contract Documents. Item 1 Subtotal Item eMS license Est. Quantity of eMS licenses Unit Price oer eMS license eMS Extended Price Year l) 10~ Year 7 10~ Year 8 10~ z Year 9 IO~ Year 10 lOS Year 11 10~ Year 12 105 Item 2 Subtotal Item Unit Price for SOftware Software Maintenance Software Maintenance Est. Quantity Maintenance Extended Price Year 6 105 Year 7 105 3 Year 8 IO~ Year 9 105 Year 10 105 Year 11 105 Year 12 105 Item 3 Subtotal Item Professional services Est. Hours Per Hour Price Extended Price Software Engineer 100 Sr. Software Engineer 100 System Engineer 100 4 Project Manager 100 Hardware Technician 100 Item 4 Subtotal Est. Quantity of Ethernet Switches Unit Price Extended Price litem EOS'208A~TEthernet SWitch lOS 5 [Installation of EOS--208A-T I lOS I Item 5 Subtotal Fleel9 TOlal:/ CLASS B 711656 ~SF 175, 'j~ Addendum II NEW YORK CITY TRANSIT AUTHORITY RIDER TO CONTRACT DOCUMENTS Department of Materiel SCHEDULE G CONTRACT No. SSE 175155 The following changes, deletions and/or additions to the Contract Documents are hereby deemed included in the Contract by the attachment of this Rider: 1. OPERATING, PURCHASE or FEDERAL CONTRACT -BID - Item J, Price Schedule The following subparagraph is added to Section J. 4. Class Award: This Contract will be awarded on a "class" basis, i.e., a single award will be made to the lowest responsive and responsible Bidder based upon the total aggregate price for all items in each class set forth in the Price Schedule. Where the Price Schedule sets forth more than one class of items, the Bidder must bid on both classes as well as each fleet within a given class. A Bidder desiring to bid "no charge" on an item in a class must indicate this clearly. A submitted Price Schedule not setting forth the Bidder's price for each item or "no charge" within a class may be deemed incomplete and is subject to being rejected regarding such class. It is the Authority's intention to award the Contract as follows: Class A will be awarded to the responsive and responsible bidder with the lowest gross sum bid for Class A. The winner ofClass A, and its proposed QPL system, will both be ineligible for an award of Class B where the price difference, between the lowest average unit price for Class B from among the other responsive and responsible bidders for Class B and Class A winner's average unit price for Class A, is not greater than a pre-established amount. If the abovementioned criteria are met, Class B will be awarded to the remaining eligible, responsive and responsible bidder for Class B with the lowest gross sum bid for Class B. The average unit price of Class A shall be equal to the gross sum bid of Class A divided by 859. The average unit price of Class B shall be equal to the gross sum bid of Class B divided by 602. 2. IMPORTANT NOTICE TO BIDDERS The estimated quantities and total contract dollar amounts are for bid evaluation purposes only. The Authority reserves the right to increase/decrease those amounts at its discretion. 3. GENERAL CONTRACT PROVISIONS - Article 221B That portion of the above mentioned paragraph beginning with the phrase in the third line "except that" through the end of the sentence is hereby deleted. 4/17 Schedule G Page 1 RIDER TO CONTRACT DOCUMENTS 4. GENERAL CONTRACT PROVISIONS The following subparagraph appends the article entitled DISPUTES. The Disputes Resolution Officer ("DRO") assigned for the purposes of this Contract is: Assistant ChiefOperation Support Officer, Contract Administration, Department ofBuses 5. The products stated in Attachment C are on the Authority's Qualified Products List (QPL). Only the manufacturers of the qualified products & their suppliers may supply these products. In addition, be advised that no changes can be made to this QPL products without prior approval from NYC Transit. Changes made without prior NYC Transit approval may result in the manufacturer and/or supplier losing their status as an approved QPL source. 6. INFORMATION FOR BIDDERS - ARTICLE 10 - Contract Execution and Award Procedure: Paragraph (C) is hereby removed and replaced in its entirety with the following: It is the Authority's intention to award the Contract as follows: Class A will be awarded to the responsive and responsible bidder with the lowest gross sum bid for Class A. The winner of Class A, and its proposed QPL system, will both be ineligible for an award of Class B where the price difference, between the lowest average unit price for Class B from among the other responsive and responsible bidders for Class B and Class A winner's average unit price for Class A, is not greater than a pre-established amount. If the abovementioned criteria are met, Class B will be awarded to the remaining eligible, responsive and responsible bidder for Class B with the lowest gross sum bid for Class B. The average unit price of Class A shall be equal to the gross sum bid of Class A divided by 859. The average unit price of Class B shall be equal to the gross sum bid of Class B divided by 602. The quantities stated in the Price Schedule are for evaluation purposes. For purposes of award, it will be assumed that the total quantity of Work will be divided as indicated above. Notwithstanding the award procedure, the successful bidder(s) shall perform all Work and supply all materials at the unit prices set forth in the Price Schedule. [END OF SECTION] 4/17 Schedule G Page 2 Metropolitan Transportation Authority NYCT Department of Buses MTA Bus Company Scope ofWork to Install "Digital Information Screens" on 1,461 Low-Floor 40-Foot MTA Buses Description This Scope ofWork (SOW) outlines the system requirements, process and procedures required for the installation of a Digital Information Screens (DIS) system. The purpose of this request for quotes is to procure hardware, software, installation services and a 5-year Warranty for DIS functionality on 1,461 low-floor 40-foot Authority buses. This invitation for bids also includes all software tools and infrastructure needed to configure and oversee the system. Installation Scope The buses targeted for the DIS installation are identified in Tables 1 and 2 below. It is expected that the installation of all buses at a particular depot would be completed (considering that multiple fleet types identified for installation may reside at the same depot), before the Contractor moves on to the next scheduled depot. TABLE 1: NEW YORK CITY TRANSIT-BUS MODELS WITH DIGITAL INFORMATION SCREENS Fleet Model Manufacturer Fleet Model ~ # of Buses Depots & (Oty.lDepot) Years New Flyer 2016-2017 40LF -XN40 CNG 138 [West Farms (69); Jackie Gleason (69) East New York (25); Fresh Pond (25); New Flyer 2014-2015 40LF -XD40 Diesel 191 ~randAvenue (30); Flatbush (14); Ulmer lPark (25); Casey Stengel (72) New Flyer 2011-2013 40LF CNG 216 ~ackie Gleason (151); West Farms (65) ~amaica (101); Queens Village (34); Nova 2015-2016 40LF Diesel 414 tastleton (71); Charleston (65); Yukon 62); Gun Hill (41); Kingsbridge (40) Nova 2011 40LF Diesel 60 Queens Village (59); Jamaica (1) Orion VII Mother Clara Hale (36); Manhattanville 2008-2009 40LF Hybrid 168 NG 61); Michael J. Quill (71) TOTAL 1,187 Page 1 of20 Metropolitan Transportation Authority I'o'YCfDepartment of Buses MTABI1'lCompany TABLE 2: MTA BUS - BUS MODELS WITH DIGITAL INFORMATION SCREENS Fleet Model Manufacturer Fleet Model ~ # of Buses Depots & (Oty./Depot) Years Orion VII Hybri Lafiuardia (35); JFK (55); 2009 40LF 105 NG d Eastchester (15) College Point (90); Spring Creek New Flyer 2011-2012 40LF CNG 124 34) New Flyer 2015 40LF-XD40 Diesel 45 LaGuardia (45) TOTAL 274 Installation Equipment The Contractor shall use only those products identified in the Qualified Parts List (QPL) (See Attachment C). The Contractor shall furnish and install/provide the following: A. Hardware 1. See Attachment A for all approved hardware. 2. The Contractor shall provide and install an 8-port Ethernet switch (EDS-208A-T), with associated cabling, mounting bracket, and hardware. The number of Ethernet switches required is defined in Table 3 below: TABLE 3: ETHERNET SWITCHES REQUIRED BY FLEET MODEL # of Fleet Model Manufacturer Fleet Model ~ Ethernet Depots & (Oty.lDepot) Years Switches East New York (25); Fresh Pond (25); New Flyer 2014-2015 40LF - XD40 Diesel J91 brand Avenue (30); Flatbush (14); Ulmer Park (25); Casey Stengel (72) New Flyer 2011-2013 40LF CNG 216 Jackie Gleason (151); West Farms (65) Jamaica (101); Queens Village (34); Nova 2015-2016 40LF Diesel 414 Castleton (71); Charleston (65); Yukon 62); Gun Hill (41); Kingsbridge (40) Nova 2011 40LF Diesel 60 Queens Village (59); Jamaica (l) Orion VII Mother Clara Hale (36); Manhattanville 2008-2009 40LF Hybrid 168 NG 61); Michael J. Quill (71) New Flyer 2015 40LF-XD40 Diesel 45 Lafhiardia (45) Orion VII Lafluardia (35); JFK (55); 2009 40LF Hybrid 105 NG Eastchester (15) New Flyer 2011-2012 40LF CNG 124 College Point (90); Spring Creek (34) TOTAL 1323 Page 2 af20 Metropolitan Transportation Authority !'iYCT Department of Buses MfA Bus Company Software 3. The Contractor shall provide a Content Management System (CMS) further described below. Installation Details A. Pre-installation process 1. Pre-Bid Surveys All proposers shall attend pre-bid surveys hosted by the Authority, at the dates and locations found in attachment B, where the Authority will make all bus types referenced in this SOW available for review. The Authority technical personnel will be in attendance to assist proposers and answer any questions. Upon request, the Authority will also provide proposers with access to all available necessary information regarding the structure, body and electrical system for the bus models specified. Proposers shall use the information and insights obtained through these surveys and the sample installation procedure document to identify and / or develop all details they will need to define and price their installation approach for each vehicle type. 2. Project Management. After award, but prior to commencement of the pre-installation process, Contractor shall provide to the Authority the email and telephone number of a single point-of-contact, familiar with the requirements of this SOW and the products and services contemplated herein to act as the Contractor's Project Manager for the duration of the Contract. This individual may only be replaced following two weeks' notice to the Authority. 3. Installation Procedures a. The Contractor shall provide a draft installation procedure document for each bus type for review and approval by the Authority prior to any installations on that bus type. b. In addition, the Contractor shall provide draft wiring diagrams for each bus type. These shall be submitted for Authority review and approval, and finalized before the start of production installations. They shall also subsequently be updated based on field experience as needed. The Contractor's procedures and practices shall comply with: (l) all Bus Manufacturer OEM specifications as outlined in the bus service manuals as prepared by the corresponding bus manufacturer, and (2) the MTA Bus Electronics Installation and Wiring Standards, attached to this SOW and made a part hereof. The Contractor's procedures and practices shall adhere to the latest industry standards including, but not limited to SAE International, whenever applicable. c. The Contractor shall provide, with the initial procedures, a draft ofthe Installation Acceptance Test (JAT) procedures to be followed for each bus. The Contractor shall document and detail the exact steps to be taken on an Installation Acceptance Test (lAT) form. The IAr shall be written in such a way that separate procedures will not be Page 3 of20 Metropolitan Transportation Authority NYCT Department of Buses Ml"ABmCompany required for different bus types, although the details may have to be tailored for different types, e.g. "How to connect to Screens.", "How to connect to IVN", etc. The Authority will review and comment on the procedures for each bus type, and the Contractor shall incorporate these comments. The Contractor shall submit a single set of procedures for each bus type. The IAT shall include the following: i. System power-up on bus engine run condition and shut down on engine stop. ii. Inspections of the interior and exterior of the bus for damage, defects or missing parts due to the installation, and d. The Contractor shall provide a written description of all configuration settings for the system, both on-board and off-board. It is not expected that these will vary by bus type and shall be provided, if required (as differences from a base configuration, appropriate to those types). e. Prior to preparing the above documents, the Contractor may request (an) additional visit(s) to survey given bus types. If required, the Authority will coordinate and arrange for these visits, to occur during regular business hours. B. Installation process. The Authority requires a two-phase approach to installation: (1) prototype and (2) production installation, as further detailed herein. 1. Prototype Installations a. Upon Authority'S written approval of the draft installation procedures, and the draft IAT, the Contractor shall perform a prototype installation on one bus per each of the bus types as applicable. The Contractor shall coordinate prototype installation dates and times with the Authority in advance. b. Prototype installations shall be done under the supervision of the Authority Project Manager or hislher designee, on Authority property, during regular business hours. For the purposes of this SOW, "regular business hours" are Monday through Friday, 9AM to 5PM EST. c. After the prototype installation, the Contractor shall update and provide to the Authority the installation procedures (including lessons learned) for each of the bus types. The updated procedures shall be reviewed and approved in writing by the Authority. The Contractor shall use the final, approved installation procedures for all production installs on that bus type. d. During the prototype installation. the Contractor shall perform and update the corresponding IAT procedures and form to note bus-type specific variations, including lessons learned, if needed. e. The Contractor shall perform the inspection portion of the IAT with oversight and assistance from the Authority inspector(s), and include both the interior and exterior of the bus. This inspection shall check for proper operation of the DIS system, and the absence of damage, defects or missing Page 4 of20 Metropolitan Transportation Authority NYCT Department of Buses MTA B~ Company parts. The Contractor shall correct any issues that lead to failure of any part of the IAT before closing the installation. The Contractor shall allow sufficient time and allot sufficient resources to correct these errors, without compromising the installation schedule. The inspections shall be affirmed and their results documented on the final IAT sheet. f. The Contractor shall, at the time of the IAT, record the following details on the IAT form: i. Date, time, location, of the installation, ii. ID number of the installed bus, iii. Mac (or IP) address and serial number of the component iv. Results of each test case ofthe IAT, as described above. g. Once, during (or shortly after) the first prototype installation, the Contractor shall demonstrate the functionality of the system, including all requirements specified later in this document relating to both general functionality and the off-board software (e.g., IVN, configurability, management capabilities, etc.). To this effect, the Contractor shall prepare a list of the functional requirements, and shall have a plan as to how they will demonstrate, to the Authority's satisfaction, that each is fulfilled. Note that this shall occur after two installations, to cover any requirements that would require multiple buses to demonstrate. This first prototype installation shall not be deemed complete and accepted until this demonstration is complete. h. The Authority will review and approve the installations procedures and IAT form, including any modifications thereto, for each bus type, prior to its use on any production installations. Final sign off by the Authority on the installation procedures, IAT form, and written acceptance of the demonstration ofsystem functionality shall constitute acceptance by the Authority ofthe prototype installation. 2. Production Installations a. The Contractor shall be responsible for the removal and reinstallation of all interior and exterior panels necessary for installation. b. Cables used for the installation must be protected to avoid chafing and damage. c. The Contractor shall be responsible for providing all tools, labor, parts and equipment required for same day installation, testing and activation of the DIS systems. d. The Contractor shall follow all applicable Federal, State and Local requirements and regulations pertinent to automotive safety and the use of personal protective equipment. e. Production installations will occur at New York City Transit (NYCT) or MTA Bus Company (MTABC) depots, at night, between the hours of 8 p.m. and 4 a.m., 7 days a week. Installation shall be scheduled with reasonable notice by the Contractor, and approved by the Authority in advance to permit coordination with the depots. Page Sof20 Metropolitan Transportation Authority NYCT Department of BIL'!eS MIA Bus Company f. The Contractor shall perform the IAT on production installations following the same procedure as required for the Prototype Installation. Final sign-off of the IAT form by the Authority shall constitute acceptance by the Authority ofthe production installation. g. Prior to final sign-offofthe IAT by the Authority, the Contractor shall securely close all bus panels and doors, and return the bus to its original revenue service condition. h. The Authority Inspector(s) shall be the final arbiter as whether an installation passes the IAT, and as to the acceptability of the installation and condition ofthe bus. 1. Upon Authority's satisfaction, in its sole discretion, that any and all defects related to the installation of the DIS System have been resolved, the final IAT sheet shall be signed by both parties and the production installation accepted by the Authority. J. The Contractor shall ensure that any bus serviced pursuant to this SOW is available for revenue service by 5 a.m. the next morning k. The Contractor shall send an electronic copy (scan) ofall installation and IAT reports to designated staff at the Authority by 10 a.m. the next business day. The Contractor shall also: I. Maintain a copy ofthese records throughout the end ofthe Warranty period and be prepared to transfer all records to the Authority at the end ofthe Contract at no additional cost to the Authority. ii. Summarize the installation details in a spreadsheet which the Contractor shall update each business day, and share with the Authority each week, or upon request, for the duration of the installation phase. l. The Contractor's Project Manager shall participate in scheduled phone meetings with designated Authority staff, to discuss the status of the installations, any warranty services (whether during the installation or Warranty Period), any unforeseen issues that arise, and to update the Authority on the status of any issues. The Contractor shall provide a brief summary of the call and all actions items to the Authority, on the same business day as the meeting. These meetings shall: 1. Be scheduled for up to 30 minutes. 11. Employ a phone bridge provided by the Contractor for this purpose. 111. Occur weekly from the first prototype installation through the end of production installations. IV. Occur bi-weekly during the warranty period, or upon request by the Authority with reasonable notice to the Contractor. The Authority may waive any particular meeting, at its sole discretion. Page 6 of20 Metropolitan Transportation Authority NYCTDepartmentofBuses MTA Bus Company System Requirements The DIS Systems shall meet the following minimum system requirements: 1. DIS displays shall tum off immediately when the bus is turned off (ignition/run switch). However, the player shall remain operational for a user defined time period (default to 15 min) to ensure content & log uploads/updates, etc. 2. The DIS System shall both announce and display on LCD screens: route, current stop, transfers and next stop information at user configurable distances based on GPS integration and door open/close signals. 3. The DIS System shall use the existing onboard public address system to make both interior and exterior audio announcements. The DIS System shall be capable ofplaying different interior and exterior announcements. The DIS system shall be designed such that the audio is modular (independent of existing technologies) and the audio priorities are as follows: Inside the bus: a. Radio related activities b. Speak Easy (if applicable) c. Stop & transfer announcements d. All other audio Outside the bus: DIS announcements shall be played at their designated triggering events. This statement is true regardless whether or not another system (kneeling alarm) is playing. 4. The DIS System shall be designed so that the bus operator is unable to tum it on, off, or otherwise disable any part of the DIS System. 5. The DIS System shall display the same content across all video displays units at all times. 6. The DIS System shall have the ability to trigger geo-coded content, including but not limited to: stop announcements and advertisements. 7. All communications to/from both the CMS & player must be encrypted using latest security protocols. The entire DIS System shall be secured from a cyber-security standpoint to disallow malicious activity on bus equipment. 8. All client software shall be browser (Chrome & Firefox) based with multiple levels of permissions available for access to all systems involved (e.g.: advertising concessionaires, Authority personnel, etc.). 9. The DIS System shall not adversely affect the functioning of other electronic systems on board the bus. The Contractor shall provide electromagnetic interference (EMI) testing results on the DIS System proposed for use on the Authority's buses prior to installing any equipment. Page 7 0£20 Metropolitan Transportation Authority "'YCT Department of Buses MTA Bus Company 10. Due to the mobile nature of the buses, remote management of the DIS Systems shall be enabled and utilized for resolution of issues to minimize physical visits to the buses. 11. Software shall provide ability to deploy real time high-priority content and audio playback via textual input (e.g.: emergency messages - The command center inputs "water main break, buses rerouted" thus overriding all current playback/audio to show audio and visual announcements from the command center). 12. The DIS System shall have reports on content played with details including but not limited to: date/time played, duration, location, and unique content identifier. Contractor shall submit sample reports and work with the Authority to create and customize required reports. 13. The DIS Displays shall not obstruct operator mirrors/sightlines. 14. If/When mounted above the center aisle, there shall be a minimum 78" clearance from the lowest point ofthe DIS Display unit/enclosure to the floor directly below. 15. Reflections from the DIS Display unit cannot disturb operator vision (especially at night). 16. Ambient light sensors shall be utilized to decrease the nits at night, and increase them during the day to help with visibility. 17. Automatic volume control shall be utilized on both internal & external speakers to ensure announcements are not too loud/quiet during normal revenue operation. This includes consideration for quiet neighborhoods and a bus full of passengers. 18. Should the placement of DIS Displays obstruct the stop requested sign, the system shall be required to replace the functionality via the DIS Displays (eg: display and announce "STOP Requested"). 19. The DIS System shall have an internal, un-interruptible power supply to isolate from fluctuations in battery power and provide sufficient time for the operating system to shut down without corruption when there is sudden loss of power. 20. DIS Display placement shall be approved by Authority. Digital Screen Mounting Bracket Technical Requirements The DIS Display mounting bracket shall be a common mounting bracket for the digital screens that are to be retrofitted into various model buses (see TABLE 1: NEW YORK CITY TRANSIT - BUS MODELS WITH DIGITAL INFORMATION SCREENS and, TABLE 2: MTA BUS - BUS MODELS WITH DIGITAL INFORMATION SCREENS). Page 8 of20 Metropolitan Transportation Authority NYCf OepartmentofBuses Ml,.\ Bus Company The DIS Display mounting bracket shall be designed to securely mount any of the three (3) approved digital information screen suppliers' products that are listed in Attachment A with no relative movement between the mounting bracketry and the digital information screen. The DIS Display mounting bracket shall be expected to last at least twelve (12) years in the NYCT operating environment. The fabricated DIS Display mounting bracket materials including fasteners shall be compatible with the bus model material to which it will be fastened. The DIS Display mounting bracket shall not have a single point failure, that is, there shall be redundancy built into the design. For example, if a mounting bracket were to fail, the digital screen shall be restrained from falling. There shall be no exposed sharp edges or protrusions. The DIS Display mounting bracket shall be capable of locating the screen in the center of the bus aisle or up to six (6) inches to the left and/or right of the bus aisle center line. Design Each bus model shall have two (2) DIS Displays installed in them. A DIS Display shall consist of two (2) 18.5 inch screens or one (1) 37 inch screen. The New Flyer 40 LF, Nova Bus 40 LF and Orion VII NG bus models shall have one DIS Display facing toward the rear ofthe bus, mounted just behind the electrical equipment cabinet and one DIS Display facing toward the rear ofthe bus, mounted just in front ofthe rear passenger exit door. New Flyer bus models XC40 and XD40 shall have a back to back DIS Display mounting arrangement located just behind the heating, ventilation and air conditioning front air intake. For the back to back mounting arrangement the maximum space from screen front to screen front shall be ten (10) inches. The DIS Display installation shall be ceiling mounted with one (I) inch minimum clearance between the bus ceiling and the highest point of the installed DIS Display/mounting bracket. There shall be a minimum seventy eight (78) inch clearance between the bus finished floor surface and the lowest point on the installed DIS Display/mounting bracket. The DIS Display mounting arrangement shall not interfere with exiting ceiling mounted access panels or other ceiling mounted systems. All fasteners shall be tamper proof, torqued and witness marked. The method used to hold the DIS Displays in place shall not require more than a yearly visual inspection to determine if the mounting bracket and/or screens are being held firmly in place. The DIS Display loomed wiring shall be capable of being routed inside the DIS Display mounting bracket. The mounting bolt hole pattern to the bus shall be common for all NYCT bus models. The mounting bracket shall be designed so that the DIS Display can be removed and replaced without removing the DIS Display mounting bracket. As some buses have Verifone BHS units, the GPS lead shall be available for use in DIS GPS integration work. Contractor shall install this lead for GPS information. Page 9 of20 Metropolitan Transportation Authority I\"'I'CT Department of Buses MIA BusCompany Player Requirements • See Attachment A for all approved players. eMS Requirements • The CMS shall be installed, hosted and maintained on a server within Authority property, of which specifications shall be specified by the DIS Contractor. • The CMS shall be able to accept a wide array of media content file extensions including but not limited to: .MP3, .MP4, .WAV, .lPEG, .lPG, .GIF, .PNG, .WMV, .MPEG. th • The CMS shall allow triggering of content based on location (geofence/radius), stop (I st Ave & 14 St.), and route (M34). • The CMS shall be able to target content to individual or groups of the following: buses, routes, boroughs and system-wide. • The CMS shall be able to support at least 6000 clients. Authority Data The following are data options for use during design of integration solution: the DIS System shall integrate with on-bus route & trip identification data from the Authority's Bus Time SIRI (http://bustime.mta.info/wiki/Developers/SIRIIntro). When the bus is turned on the DIS System shall start up and retrieve route and stop information and cache this information for up to 24 hours. The DIS System shall support all New York City Transit and MTA Bus Company routes. • Live GPS (Global Positioning System)/DRU (DeadReckoningUnit) feed available via RS232 feed: GPRMC, GPGGA. A RS232 splitter may be used should the existing port be occupied. • JSON packet broadcasted over Ethernet on UDP port 7560; every 30seconds. Sample data: {"CcLocationReport": {"request-id": 1,"vehicle": {"vehicle-id": I0002,"agencyid": 2008,"agencydesignator":"MTA_NYCT"},"status-info":0,"time-reported":"2012-07 31T21:28:21.472","latitude":0,"longitude":0,"direction":{"deg":O} ,"speed":O,"dataquality":{" qualitative-indicator":"4"},"manufacturer-data":"VFTPI55-600 094" ,"operatorID": {"operator-id":O,"designator" :"OOOOOO"}, "runID": {"runid": O,"designator":"OOO"}, "destSignCode":5460,"routeID": {"route-id":O,"routedesignator":" OOO"}}} • Potential Destination Sign integration with Destination Sign manufacturer. • DSC translation: http://tdm-ro.mtabuscis.net/api/dsc/Iist : {"signs": [{"message-id": 5460,"route-name": "Q46","message-text": "LAKE SUCCESS LIJ HOSPITAL via UNION","agency": "MTA NYCT"} ],"status": "OK"} Page 10 of20 Metropolitan Transportation Authority !'liYeTDepartment of Buses MTABIlS Company • List of Stops: http://bustime.mta.info/wiki/Deveiopers/OneBusAwayRESTfuIAPI or Via GTFS http://web.mta.info/developers/download.html • Front Door Open/Close, Rear Door Open/Close, and Stop Requested signals - available via CAN or signal wire. Triggering announcements either via geolocation and/or door open/close or a combination of both. • Service Status: http://gms.mtanyctinfo/GMSFeed/buscis.aspx • Transfers: available via XML interface http://tripplanner.mta.info/MyTrip/handler/xferservice.ashx?ns=NY&appid=[appid]&route=[route] - Application ID is provided by MTA upon request. Due to performance issues, Individual buses shall NOT request information from this interface directly. System Operation • The DIS System shall be supplied power when the run switch is activated. • When the bus engine is turned off, the DIS Player shall remain operational for a time period that is user configurable up to 60 minutes (default setting should be 15 minutes after the engine/run switch is turned oft). The DIS Displays shall be turned off immediately when engine is turned off. • The DIS System shall be connected to dual power sources (battery & engine). • The DIS System shall be designed to absorb "routine" over-voltages and reverse polarity conditions, and to open respective circuits in the event of "extraordinary" conditions, sacrificing inexpensive and easily identifiable components (eg: breakers/fuses) when necessary to protect more expensive components or those that are less easy to troubleshoot. • The DIS System shall report all diagnostic information back to a backend server specified by MTA for monitoring purposes. The preferred protocol of data transmission is SNMP. The Authority shall have full access to this data. At minimum, the system shall report the following messages: system startup, system shutdown & individual screen errors. This requirement is in addition to the supplied system monitoring functionality. • The DIS system shall connect to the Depot Wi-Fi to download large content (eg: images, system updates, videos, CMS information, etc.) DIS system shall not use cellular data except for trip information, high priority emergency messaging and real time updates. If relying on the on-board Wi-Fi module, DIS system shall use geo-fencing to determine when bus is in Depot Wi-Fi range. Page 11 of 20 Metropolitan Transportation Authority NYCTDepartmentofBuses MTABusCompany Power RequirementslEquipment Compatibility Power Draw - The Contractor shall state the peak power requirements (in amps or milliamps at 24VDC) of all components ofthe DIS System in its various states as well as the average current drain. The Authority is concerned about systems relying on the bus' battery power and, especially after long periods of inactivity (a three-day weekend, for example), causing battery drainage such that the bus will not start. Operating Environment - DIS System components and output shall not be affected by conditions likely to be present on and around an urban transit bus operating in the New York metropolitan area (Ref. SAE 11455 Recommended Environmental Practices for Electronic Equipment Design). The DIS System must not adversely affect the functioning of other electronic systems onboard the bus. The DIS System shall be specifically designed and tested to comply with automotive power standards for 24 VDC (l8-36V) systems as per SAE 11455. Installation Standards and Requirements • The workmanship and appearance of work throughout the DIS System shall be of the best commercial quality and adhere to all applicable standards. • Installation work shall exactly follow equipment manufacturers' instructions for grounding and all other installation details. • All equipment and components shall be easily accessible for adjustment and service. • Cabling and equipment exposed to the weather shall be adequately protected from wind, rain, and dust. Seals, gaskets, packing, sheathing, finishes, mountings, and all other exposed items shall be designed for maintenance-free performance under long-term exposure to weather, including ultra-violet radiation. Equipment and cabling installed inside vehicles shall be adequately protected from water and dust, which are present during both normal operations and vehicle cleaning operations. • In accordance with Authority-approved drawings, the Contractor shall install all Contractor-provided on board equipment on Authority vehicles, along with the wiring and connectors required to connect each device to other Contractor provided equipment, existing on-board vehicle equipment, and the vehicle power supplies. The final installation details for each type of vehicle shall be reviewed and approved by the Authority after Contract Award, once the physical dimensions, mounting requirements, and other details of the Contractor-provided equipment are known. • Installation of equipment shall minimize the exposure to and possibility of damage due to abuse, vandalism, and theft. Theft-resistant fasteners and mountings shall be used. Cables shall be run in hidden and protected spaces. Page 12 of20 Metropolitan Transportation Authority ,,"yeT Department of Buses MTABusCompany Wiring Standards Wires and cables shall be installed in accordance with the following practices: • Except for fiber optic cables, all conductors shall be copper of not less than 98% conductivity. • Conductors shall be continuous between terminals, without splices unless approved by the Project Manager. • All wiring between electrical components and terminations shall be electrically insulated, shall be water resistant, and shall meet the requirements of SAE Recommended Practice J1127 and J1128. • Cable and wire shall be run neatly, with adequate lacing and/or clamping. • The manufacturer's minimum bending radius of cables shall not be exceeded at any point during installation. • Consistent cable and wire color-coding shall be used throughout. • All applications requiring physical movement and flexing shall use stranded conductors. • Ring-type, crimped or soldered lugs shall be used with stranded wires terminated on screw-type terminals. Connections shall be made only with crimping tools that meet the connector manufacturer's specifications. • Shielded wiring, or other means of signal isolation, shall be used wherever necessary to avoid cross-talk and other forms of interference. The Contractor shall provide an interference-free system. • Unless installed in conduit, wiring within console cabinets, in ladder racks, beneath raised floors, and from outlet boxes to freestanding or desk-mounted equipment shall be neatly installed, bundled with appropriate tie-wrap devices, and tied to supports if practicable. • Wiring shall be accessible for maintenance. • All harnesses shall be labeled at every panel and at major junction locations. • Extra wiring necessary for equipment movement shall be neatly coiled. tied, and concealed. • Wiring in dropped ceiling areas shall be mounted with J-hooks and shall not lie on top of light fixtures or ceiling tiles, nor be attached to existing cables, conduits, or ceiling wires. Page 13 of20 Metropolitan Transportation Authority NYcr Department of Buses MIA Bus Company • Cables, wiring forms, and terminals shall be identified by permanent labels, tags, or other appropriate means. Cables shall be identified at both ends and at 18 inches along their lengths (for troubleshooting) with indications of the source and destination of that cable run. The cable identification shall agree with the wiring and interconnect diagrams. • All wire runs shall be loomed and secured throughout the bus panels to prevent chafing. Loom shall be of the appropriate temperature/abrasion rating for the area in which it is installed. Vehicle Installation Drawings The Contractor shall provide detailed drawings showing equipment and wiring installations in electronic format. The level ofdetail provided on the drawings shall be sufficient for use by the DIS System maintenance personnel and Authority staff. The information to be included on the vehicle drawings shall include: • Block diagrams showing all on-board equipment, related existing vehicle equipment and all interconnections. • Equipment dimensions, mounting locations, mounting details, distances to existing vehicle equipment, installation instructions, and any modifications or relocating ofexisting vehicle equipment or components. • Overview drawings showing the overall layout of the vehicle and the locations of all equipment. • Detailed wiring and cabling diagrams showing all wiring and cabling, terminal connections. wiring and cabling identifications and colors, power connections, grounding details, wire gauges, connector details, to-from wiring lists, connections to existing wiring, and any planned modifications or rerouting ofexisting wiring and cabling. • Detailed cable and wire routing drawings showing how each cable and wire shall be routed, secured, and protected. • Detailed modified electrical schematics clearly showing differences from original. • Sensor mounting location and configuration details. • Microsoft Visio drawings or other software, accepted by the Project Manager shall be used for all network drawings within the vehicle and at the depot. Drawings will be subject to the Authority's approval prior to final acceptance. Page 14 of20 Metropolitan Transportation Authority NYCTDepartmentof Buses MTABusCompany On-Board Equipment Drawings • The Contractor shall provide detailed drawings and documentation showing all wiring connections. These will provide details of all equipment, IP addresses, electrical connections and other network-related information. • The Contractor shall provide updated schematics showing all modifications to the original electrical connections. • The wiring of the System shall be adhered to the bus as a decal inside one of the electronic cabinet. • All technical drawings and schematics shall be delivered to the Project Manager at least one (1) month before the start of installation on each bus type/model. Network Configuration DIS Displays and Players shall be delivered configured to ensure functionality. DIS Displays and Players shall use the following dedicated on-bus IP addressing: 192.168.13.52-55 Subnet mask: 255.255.240.0 Gateway address: 192.168.13.31/32 For depot Wi-Fi connectivity (when applicable), DHCP will be available and provided. DIS System Acceptance The Contractor shall submit a proposed testing plan for the DIS System Acceptance. The Authority and the Contractor shall jointly agree upon one test plan. The DIS System Acceptance shall completely verify that all the specified functionalities have been properly designed and implemented. Representatives from the Authority will witness all tests and may perform the hands on actions of the test procedures, at the Authority's discretion. If the Authority elects to perform the hands-on actions of the test procedures, knowledgeable Contractor representatives shall be present at all times to assist the Authority with the testing. The setup, installation and testing of the DIS System shall be performed by the Contractor at the bus's designated depot. The Authority's Inspectors will verify the test results with the Contractor. and complete their Checklist. The Contractor will perform final checks of the DIS System, complete their post installation Checklist, and be ready for Authority final Acceptance. Page 15 of20 Metropolitan Transportation Authority I';"\'CT DepartmentofBINS MfA Bus Company Final Acceptance for the System shall occur at the bus' designated depot by the Contractor, upon a determination by the Authority, that the Contractor has completed all installation work including, but not limited to: supply and installation of all equipment, integrating and placing in service a complete and fully operational DIS System. Final DIS System setup and depot connectivity will be verified at the bus' designated depot. The Final DIS System Acceptance shall include but not be limited to: • Inspection of all equipment for conformance to specifications, applicable standards, placement and for satisfactory appearance. • Inspection of all equipment for conformance to the installation specifications. • Testing of the proper functioning of all hardware by thoroughly exercising all devices, both individually and collectively. • Automated GTFS retrieval • Testing of the input and output signals from devices on the vehicles. • Testing of all user interface functions. • Verification of the wiring for conformance to the Authority'S standards. • Testing integration of on bus equipment with depot server. • Inspection of all electrical connections. Training Requirements A. Field Training. The Authority reserves the right to request that designated personnel "shadow" the Contractor's personnel during the course of the Warranty Period to observe field maintenance and repair activities. B. Training Materials. The Contractor shall develop and deliver to the Authority, within 12 months from the day the first DIS System is Accepted, the following training materials: a troubleshooting guide, a maintenance manual, configurations and management procedures. The Authority shall have the opportunity to review, comment, and approve any of its edits to these documents prior to final acceptance. These documents shall be procedurally oriented, and reflect the workflow experience gained during the operation of the system prior to their submission. The Authority must be able to use these documents to reproduce the workflows. These documents shall be deemed works made for hire, as that term is defined in this SOW below. Page 16 of20 Metropolitan Transportation Authority NYCT Department of'Buses MTA BI1'i Company Transition Training. The Authority reserves the right to request future training by the Contractor in maintenance, trouble shooting, and programing the DIS hardware and associated software. Such training hours shall be purchased by the Authority, in its sole discretion, at a future date subject to a separate scope of work and corresponding change order. Warranty and Support Services A. The Contractor shall provide, manage, and service the Warranty for all installed system components. B. During the Warranty Period, the Contractor shall provide Warranty services to repair or replace any faulty hardware components at no additional cost to the Authority. The Contractor shall provide updates, new releases, patches and enhancements to the hardware, ifapplicable, and software which are made available to Contractor's general client base. The Contractor shall not install any updates, new releases, patches or enhancements to the hardware without written approval from the Project Manager. C. The Contractor shall manage Warranty repair and replacement of all components of all DIS Systems, including each on-bus installation, all of its components, installation workmanship, and configuration. This Warranty includes software, configuration, and other data-driven maintenance. D. Warranty services shall be provided at the depot in which the bus is located. As with installations, these services shall be provided at night, approximately between the hours of8 p.m. and 4 a.m. The Contractor shall ensure that all buses worked on shall be made ready to return to revenue service by 5 a.m. E. Warranty services shall be provided according to the following Service Level Agreement (SLA). I. The time between initiation of a Warranty Service Request (a call or email from the Project Manager notifying the Contractor that a DIS System is in need of repair) and the Warranty Service Response (the Contractor's acknowledgement ofreceipt ofthe Warranty Service Request via call or email) shall not exceed 24 hours or the next business day, whichever is longer. 2. All Warranty repairs shall be completed within 72 hours of the time stamp of the Warranty Service Response. Software Use • The inclusion of all Cornmercial-Off-The-Shelf (COTS) Software in the DIS System (including but not limited to: applications, operating systems, network services and utilities) shall be subject to the approval of the Project Manager. • The modification for use of any Software in the DIS System shall be subject to the approval of the Project Manager. Page 17 of20 Metropolitan Transportation Authority NYCT Department of Buses MfA Bus Company • The Contractor shall not implement any software in the DIS Systems without prior approval by the Authority, for which the only practical source available to the Authority for future maintenance and/or expansion is a single source Contractor. • In the event of, and notwithstanding, any dispute, the Contractor agrees that there shall be no interference with the use of software, equipment, work or services provided under this Contract or with any other software, equipment or data used in any way by the Authority. • The Contractor shall be responsible to maintain and update all software, firmware and documentation and shall provide updates thereof for the duration of the Warranty Period. The Contractor shall not install any software or firmware updates or upgrades without written approval from the Project Manager. Software Licenses and Rights • Contractor shall provide a software warranty for all software supplied for a minimum of5 years from final acceptance of each DIS System. • License for the CMS shall be provided for 12 years. • The Contractor shall provide, at no additional cost to the Authority, the license or licenses necessary for the Authority to use any COTS Software, tools or other packages utilized within the DIS System. If the COTS product license(s) is renewable yearly, the Contractor shall provide the license(s), at no additional cost to the Authority or Contracting Party, through the end of the Warranty Period. • The Contractor shall provide, at no additional cost to the Authority, any nonexclusive, transferable, perpetual, irrevocable, and royalty-free license(s) necessary for the Authority to use the non-COTS Software utilized in the System provided by the Contractor, Subcontractor, or any Supplier or Subsupplier. • The Authority's license for all COTS or pre-existing software shall include rights to use the software in the manner intended by the Authority for operation and maintenance of the DIS Systems. • All integration software shall be openly delivered and source code fully modifiable by the Authority. Through a subsequent Contract Modification, Contractor shall integrate with any CMS chosen at a later point in time. • For all COTS Software, original commercial packing materials shall be delivered to the Authority (including documentation and the electronic media). In addition, the Contractor shall transfer to the Authority the rights of any and all training and technical support services provided by the Software Contractor as part of the Contractor's purchase of the Software product(s). Should a developer's version of a COTS Software product be available, that version shall be utilized for purposes of this Project. Page 18 of20 Metropolitan Transportation Authority l'i",'CT Departmentof BUSC5 MIA BU'l Company • The Authority shall have the right to copy all software, in whole or in part, for archival and back-up purposes. • The Authority shall have the right to reproduce all documentation provided by the Contractor. • The Authority shall have the right to distribute any documentation to any authorized user. • The Project Manager shall have the right, through the end ofthe Warranty Period, to require the Contractor to make any necessary System (hardware, software or documentation) changes at no additional cost to the Authority to achieve conformance with the technical specifications within the Scope of Work. The Authority's approval of any submittal, design review or other documentation does not relieve the Contractor from conformance with the technical specifications within the Scope of Work. • In addition to the foregoing warranties, the Contractor shall assign to the Authority, and the Authority shall have the benefit of, any and all Subcontractors', Suppliers', and Subsuppliers' warranties and representations with respect to the deliverables provided. • In its agreements with Subcontractors, Suppliers, and Subsuppliers, the Contractor shall require that such parties (1) consent to the assignment of such warranties and representations to the Authority; (2) agree that such warranties and representations shall be enforceable by the Authority in its own name; and (3) furnish documentation on the applicable warranties to the Authority. • The Contractor shall monitor all components of the DIS Systems and immediately notify the Project Manager of any Critical System Failure via telephone, and email as soon as it is identified; a hard copy of this notification shall be delivered to the Project Manager within twenty-four (24) hours. • During the Warranty Period, the Contractor shall repair or replace any faulty components, with the cost included in the warranty price. All components must be entered into the Authority's SPEAR system, which is an internally developed Maintenance Information and Inventory System. • The Contractor shall pay all shipping charges to the Authority, and any duties associated with the repair or replacement of faulty units. • Returned or replaced spare components shall be packaged, organized and labeled in the same manner as the original supply of spare components. • The Contractor shall provide on-site Warranty service at all of the Authority's Bus depots. All repairs/replacements must be completed within 72 hours of report of failure of System or subcomponent. If the repair cannot be completed within the allotted time frame, Contractor shall notify Project Manager with plan of action including reason for delay, expected repair time and strategy to mitigate reoccurrence of this particular defect. Contractor shall use provided monitoring system for preventi ve maintenance of the all DIS Systems. Page 19 of20 Metropolitan Transportation Authority NY(T Department of Buses MTABusCompan}' General Requirements The selected Contractor shall meet the following minimum requirements: 1. The Contractor, or any Subcontractor hired by the Contractor to provide installation services required by this SOW, must have a minimum of three (3) years' successful experience in installing electronics on buses. The Contractor shall be responsible for all travel and related expenses required to perform this SOW, including but not limited to installation, training, Warranty and support services. Page 20 of20 NEW YORK CITY TRANSIT AUTHORITY SPECIFIC CONTRACT PROVISIONS Department of Materiel TABLE OF CONTENTS ARTICLE PAGE ARTICLE 101 DEFINITIONS 1 ARTICLE 102 PROJECT DESCRIPTION 3 ARTICLE 103 TERM OF CONTRACT 4 ARTICLE 104 TIME FOR COMPLETION AND DELIVERY 4 ARTICLE 105 LIQUIDATED DAMAGES FOR DELAY 5 ARTICLE 106 WARRANTY 6 ARTICLE 107 RISK OF LOSS TO THE WORK 8 ARTICLE 108 PRICE TO INCLUDE / INVOICES AND PAYMENTS / PAYMENTS VIA ACH 9 ARTICLE 109 FEDERAL DRUG AND ALCOHOL TESTING REQUIREMENTS 11 ARTICLE 110 QUALIFIED PRODUCTS LIST 12 ARTICLE III QUALIFICATION OF CHEMICAL PRODUCTS 12 ARTICLE 112 ASIAN LONGHORNED BEETLE 13 ARTICLE 113 PATENTS, COPYRIGHTS, AND INFRINGEMENT CLAIMS 14 ARTICLE 114 TITLE AND LICENSE 15 ARTICLE 115 DATA OWNERSHIP 15 ARTICLE 116 SUBCONTRACTORS 15 ARTICLE J 17 SOFTWARE ESCROW 16 1/17 Operating Contract SPECIFIC CONTRACT PROVISIONS ARTICLE 101 DEFINITIONS A. The following terms used in this Contract shall, except where, by the context, it is clear that another meaning is intended, be construed as follows: 1. "Accepted" or "Acceptance" shall mean the Digital Information Screen system has passed System Acceptance Testing as outlined in the scope of work . 2. "Addenda" or "Addendum" shall mean the additional Contract provisions relating to the Contract issued in writing by the Authority prior to the Award Date. 3. "Authority" or the initials "T.A." or "N.Y.C.T.A." shall mean the New York City Transit Authority, a public benefit corporation existing by virtue of the Public Authorities Law Title 9 of Article 5 and any other authority, board, body, commission official or officials to which or to whom the powers now belonging to the said Authority in respect to the location, construction, equipment, maintenance and operation of transit facilities shall by virtue of any act or acts, hereinafter pass or be held to appertain. 4. "Award Date" shall mean the date the Notice of Award is issued. 5. "City" shall mean the City of New York, according to its boundaries at the date of this Contract. 6, "Contract", "Contract Documents" or "Agreement" shall mean the ATTACHMENTS, APPENDIX, BID, CONTRACT TESTIMONIUM, GENERAL CONTRACT PROVISIONS, INFORMATION FOR BIDDERS (IFB), SPECIFIC CONTRACT PROVISIONS, SCHEDULES deemed included (if any), TECHNICAL SPECIFICATIONS (ifany), FORMS OF BONDS (ifany), CONTRACT ORAWINGS (if any), all ADDENDA hereafter issued (if any), and the Notice of Award. 7. "Contractor" shall mean the bidder to whom this Contract is awarded, its successors and assignees. For convenience the Contractor is hereinafter referred to as if the Contractor were an individual. The word "he" shall, as the sense may require include "she", "it" and "they"; the word "him" shall include "her", "it" and "them"; and the word "his" shall include "her", "its" and "their". 8. "Directed", "required", "permitted", "ordered", "designated", "selected", "prescribed", or words of like import used in the specifications or upon the drawings (if any) shall mean, respectively, the direction, requirement, permission, order, designation, selection or prescription of the Project Manager; and similarly the words "approved", "approved manner", "approval", "acceptable", "satisfactory", "equal", "necessary", or words of like import shall mean, respectively, approved by. or acceptable or satisfactory to, or equal, or necessary in the opinion of the Project Manager. 9. "Disputes Resolution Officer" or "ORO" shall mean the individual designated by the Authority to resolve disputes between the parties. 1/17 Operating Contract Page 1 SPECIFIC CONTRACT PROVISIONS 10. "DOT" shall mean the United States Department of Transportation. 11. "Engineer" shall have the same meaning as "Project Manager". 12. "Equipment" shall mean all hardware and associated components required for the complete and fully functional installation of a Digital Information System. 13. "Federal" or words oflike import shall mean the United States of America. 14. "FTA" shall mean the Federal Transit Administration. 15. "Inspector" shall mean any representative of the Project Manager designated to act as an inspector. 16. "Law" shall mean the Constitution of the State of New York, the New York City Charter, the City Code, and each and every other law, rule, regulation, requirement, order, judgment, decree, or ordinance of every kind whatsoever issued by any government entity including but not limited to the Federal Government, applicable to or affecting the Contract, the Work and all persons engaged in the Work (including any of the foregoing which concern health, safety, environmental protection, and non-discrimination). 17. "Legal Proceeding" shall mean every action, litigation, arbitration, administrative proceedings, and other legal or equitable proceeding of any kind whatsoever. 18. "Liens" shall mean any and every lien of any kind whatsoever against the Work, any monies due or to become due from the Authority to Contractor, and/or any other property of the Authority, for or on account of the Work, including any Public Lien. 19. "Manufacturer" -- See "Supplier." 20. "MTA" shall mean the Metropolitan Transportation Authority and any other board, body, commission, official or officials to which or to whom the powers now belonging to the said Authority in respect to the planning, financing, location, construction, equipment, maintenance and operation of mass transportation facilities or the purchase of Rapid Transit cars under the provisions of Article 5, Title 11 of the Public Authorities Law of the State ofNew York shall, by virtue ofany act or acts, hereafter pass or be held to appertain. 21. "New York City Transit System,- (or "NYCTS") shall mean the transit system within the City of New York operated by the New York City Transit Authority. 12. "New York State" shall mean the State ofNew York. 23. "Notice" or "notice" shall mean a written notice. 24. "Notice of Award" shall mean a document that apprises the Contractor that this Contract has been approved by the NY('TA. 1/17 Operating Contract Page 2 SPECIFIC CONTRACT PROVISIONS 25. "OEM" shall mean "Original Equipment Manufacturer." 26. "Project Manager" shall mean the individual designated by the Authority to administer this Contract or his duly authorized representative and any successor or successors duly appointed or any deputy or substitute for him who shall be appointed by the Authority. 27. "Remanufacture" shall mean the process of replacing or renewing all components, parts of a Unit to achieve current optimum manufacturing performance standards and designs by employing current Original Equipment Manufacturer ("OEM") manufacturing standards. 28. "SI System" shall mean the International System of Units. 29. "Software" shall mean the computer programs (including source code and object code if applicable) and unless otherwise provided herein, also includes imbedded software, procedures, rules, firmware, firmware specifications, compilers, library routines, documentation and circuit diagrams that are required for the Digital Information Screen system to fully and completely function as required. 30. "State" -- See "New York State". 31. "Subcontractor" shall mean an individual or organization who enters into a contract to furnish labor or services only or labor and materials or apparatus in connection with the Work directly or indirectly for or in behalf of the Contractor and whether or not in privity of Contract with the Contractor. 32. "Supplier" shall mean an individual or organization that furnishes materials, equipment or supplies to the Contractor either directly or indirectly, for incorporation in the Work. 33. "Task Order" shall mean the written description of Work to be performed by the Contractor, approved by the Project Manager, including the personnel or outside services, parts, materials to be utilized, the time for completion and a not- to-exceed cost. 34. "United States Government" -- See "Federal." 35. "Work" or "Project" shall be defined as all the required obligations of the Contractor hereunder (whether or not the award is split), including but not limited to, the performance of any labor or services, the supplying of any goods or materials, the furnishing or repair and/or remanufacture of any equipment or any other resources or requirements or deliverables necessary to perform, construct, accomplish and complete this Contract's objectives as stated in ARTICLE 102 below. ARTICLE 102 PROJECT DESCRIPTION A. The Work to be performed under this Contract may briefly be described as furnishing, integrating installing. and warranting a Digital Information Screen system (DIS) including all necessary equipment, software. system integration, training, warranty services or incidental work, labor and materials needed to support its DIS system. Included in the Work and price shall be all pickup, 1/17 Operating Contract Page 3 SPECIFIC CONTRACT PROVISIONS transportation and delivery expenses from and to the Authority as well as all labor, materials, equipment, incidentals and overhead costs and expenses in performing the Work. The Work shall be performed as specified in the Contract Documents at the production rate specified in ARTICLE 104, TIME FOR COMPLETION AND DELIVERY. B. The Contractor shall provide a five (5) year Warranty as more fully described in Article 106. C. The Contractor shall be required to perform all Work in accordance with the Technical Specifications annexed hereto as part ofthe Contract Documents. ARTICLE 103 TERM OF CONTRACT The term of the Contract shall be: 12 years from Acceptance of the final DIS system. ARTICLE 104 TIME FOR COMPLETION AND DELIVERY A. If a split award is made, all 1,461 DIS systems shall be installed and accepted by December 31, 2018. B. If a split award is not made 1. By December 31, 2018, the Contractor shall have 1,000 DIS systems installed and accepted. 2. By December 31, 2019, the Contractor shall have an additiona1231 DIS systems installed and accepted for a total of 1,231 DIS systems. 3. By December 31, 2020, the Contractor shall have an additional 230 DIS systems installed and accepted for a total of 1,461 DIS systems. C. The Authority reserves the right to temporarily suspend the performance ofthe whole or any part ofthe Work, ifit shall deem it in its best interest to do so, without compensation to the Contractor for such suspension other than extending the time for completing the Work as much as in the opinion ofthe Authority the Contractor may have been delayed by such suspension. D. The Contractor shall complete all Work pursuant to the terms set forth in the Technical Specifications ofthis Contract. E. Task Order Procedure: I. The Project Manager ("PM") shall review any failure or defect not covered by a warranty described in Article 106. PM will generate and deliver a written request for a Task Order proposal (SPEAR work order, paper document telefax, or email), detailing the Work to be completed. 2. Contractor shall submit a Task Order proposal confirming the Work to be completed and/or detailing such Work as Contractor proposes to perform with an itemized not-to-exceed price for such Work (by delivery ofa paper document, telefax, or email) to the PM. The Contractor's 1/17 Operating Contract Page 4 SPECIFIC CONTRACT PROVISIONS price proposal shall be based upon the applicable rates set forth in the Price Schedule. If PM disagrees with the Contractor's Task Order proposal, the parties shall verbally negotiate a revised proposal and Contractor shall confirm same in a revised written proposal to the PM. PM's written approval of Contractor's proposal is a prerequisite to any payment to Contractor for Work under the Task Order. 3. It is understood that if the quantity of personnel, hours, materials and/or outside services approved by the PM for a particular Task Order is greater than the actual quantities utilized, then the Project Manager shall review the actual quantities with Contractor and shall have the right to make equitable adjustments to the previously approved Task Order price. 4. Contractor shall commence Work upon receipt of PM's written notice to proceed. All Work shall be performed between 5pm and 4am on Business Days. Unless otherwise notified by the PM, all buses must be ready for revenue service by Sam. 5. Ifany condition that could not have been discovered by inspection ofthe Work location and/or pertinent drawings or documentation provided by the PM prior to commencement ofthe Work is encountered after Work has begun, which necessitates an unanticipated increase in Contractor's costs to perform the Work under the Task Order, then Contractor may request a renegotiation ofthe Task Order price with the PM, which renegotiated price shall be confirmed through a revised written price proposal from the Contractor to PM. The PM may verbally indicate his concurrence to Contractor, with subsequent written approval. 6. PM shall authorize payment of Contractor's invoice for said Work at the approved price if upon final inspection PM certifies that the Work has been completed as required by the Task Order. ARTICLE 105 LIQUIDATED DAMAGES FOR DELAY A. Time is of the essence to this Contract. In the event of a delay in delivery of any Work under this Contract beyond the time as set forth in ARTICLE 104, TIME FOR COMPLETION AND DELIVERY, or beyond the period to which such time may be extended by the Authority as herein provided, the Authority shall be paid damages for such delay. Inasmuch as the amount of such damages and the loss to the Authority will be extremely difficult to ascertain, it is hereby expressly agreed that such damages will be liquidated and paid as follows: B. The Contractor shall pay the Authority for each and every day of unexcused delay, excluding weekends and Authority Observed Holidays, the sum of one hundred and fifty dollars ($150.00) per bus which sum is hereby agreed upon not as a penalty but as liquidated damages. C. The Authority shall have the right to deduct such liquidated damage assessments from any monies due or which may thereafter become due to the Contractor under this Contract; and in case the amount which may become due hereunder, shall be less than liquidated damages due to the Authority, the Contractor shall pay the difference upon demand by the Authority. 1/17 Operating Contract Page 5 SPECIFIC CONTRACT PROVISIONS ARTICLE 106 WARRANTY A. All workmanship, parts and materials furnished for all the Work shall be unconditionally warranted against failures or defects for a period of five (5) year after Acceptance of each DIS system. The Contractor shall accept the Authority's records with respect to the date the Unit was placed in service. B. In the event that any Work covered by the warranty provisions fails during the Warranty Period, the Contractor shall repair or replace the work in accordance with the timeline set forth in the Warranty and Support Services section of the Scope of Work (SOW) without cost or expense to the Authority. C. The Warranty will not apply to the extent that such failure is caused by user or unauthorized third party abuse. Several examples of user abuse are noted below: 1. Unit damaged by external fire; 2. Unit cut or burned by torch; or 3. Unit damaged in collision or derailment. 4. Acts of vandalism committed by unauthorized third parties occurring during the term of this Contract D. Contractor warrants and represents that all Equipment shall be new and unused and that the Authority will acquire good and clear title thereto free and clear of all liens and encumbrances. Such warranties and representations shall survive the completion, expiration, or other termination of this Contract. E. Contractor warrants and represents that it is the owner of and possesses all rights and interests in or otherwise has contracted with the appropriate third parties in order to grant the license rights to the Authority of all Equipment and Software provided for herein without violating any rights of any person or entity and at the time of execution of this Contract, there are no actual or threatened suit by any person or entity based on the alleged violation of such rights by the Contractor. The foregoing warranties shall survive the completion, expiration, or other termination ofthis Contract. F. In case the Contractor shall fail to repair or replace any part or do any work in accordance with the terms of the Warranty, or ifimmediate replacement or Work is necessary to maintain operation of the Equipment, the Project Manager shall have the right to cause such replacement to be made at the expense of the Contractor in accordance with the Authority's "Schedule of Rates for Services Rendered to Outside Parties" in effect at the time replacement is made. G. Each and every piece of equipment, component or part thereof that is replaced, repaired, adjusted or serviced in any manner under the terms of Warranty by the Contractor, during the Warranty Period shall be reported to the Project Manager on forms supplied by the Authority. Each report shall indicate in detail all repairs, adjustments and servicing to each and every component, equipment or parts thereof. 1/17 Operating Contract Page 6 SPECIFIC CONTRACT PROVISIONS H. Any Warranty or retrofit Work shall be accomplished with minimum disruption to the Authority's operation and its maintenance and service facilities. The Project Manager at his sole discretion shall determine the availability of facilities for Warranty or retrofit Work. I. The Contractor shall make available adequate service facilities, including spare parts, for all the Equipment. Trained technical service personnel shall be available to the Authority sufficient to meet its Warranty obligations. 1. The Contractor shall provide field service representatives who are competent and fully qualified in the maintenance and operation of the Equipment. These field service representatives shall assist the Authority in overcoming any difficulties in the operation or maintenance of the Equipment. They shall further serve as on-site representatives of the Contractor for any component failure claims or Warranty claims against the Contract. These field service representatives shall be available from the delivery of the first DIS system to the acceptance of the last DIS system. 2. During the Warranty Period, a field service representative shall be available within 24 hours of notification by the PM via email, phone or other agreed upon method of communication. J. Specific Software Warranties: I. Contractor warrants that all Software shall be compiled of a high level language that is commercially available and the Software shall be capable ofbeing copied by the Authority. 2. In the course of installing the DIS, Contractor warrants that it shall not install or permit the installation of any type of software or hardware program or device which would allow any person or entity to electronically repossess or otherwise render inoperative, alter, damage or destroy any software, hardware or data used by the Authority. Prohibited devices or programs shall include but not be limited to "back doors," "trap doors," "drop dead devices," "booby traps," "software locks," "software time bombs," and "logic bomb," codes. There shall be no pre-programmed devices which would cause any software and/or data utilized by the Authority to become erased or become inoperable or incapable of processing accurately. This warranty shall survive the completion, expiration or other termination of this Agreement. 3. Contractor warrants that all Software and Equipment provided hereunder and function thereof shall operate fully and correctly on the on the combination of the Equipment and the Authority'S operating environment. K. Fleet Defect I. In the event that at any time prior to the expiration of the 5 year Warranty Period of the final Accepted DIS system, if the Project Manager determines that cumulative failures of any kind in the same components in the same or similar application indicate the existence of a systemic design or manufacturing defect. the Project Manager may determine the existence of a fleet defect. Prior to the release of the fleet defect notice by the Project 1/17 Operating Contract Page 7 SPECIFIC CONTRACT PROVISIONS Manager to the Contractor, the parties shall, within seven (7) days notification from the Project Manager, discuss the determinations in order to validate the existence of such fleet defect. Should such foregoing discussions conclude with the Project Manager deeming it justifiable and correct to issue a fleet defect notice, then the Contractor shall, upon twenty (20) days' notice from the Project Manager of such determination submit a correction plan and upon approval of such correction plan by the Project Manager shall make and implement any such design modifications, repairs, adjustments and replacements to all Accepted and non-Accepted DIS systems and shall correct or prevent such failure (the "Fleet Defect Campaign"), at no additional cost to the Authority. Notwithstanding the absence ofother specific evidence ofsuch design or manufacturing defect, the existence of cumulative failures in more than ten percent (l0%) of all the DIS systems Accepted under this Contract shall, in and of itself constitute a basis for a fleet defect determination. This calculation to determine the percentage offailures shall apply at any point after Acceptance of one hundred (100) DIS systems. 2. In the event of a fleet defect, the Contractor shall retrofit/repair all DIS systems then in service, and shall implement any necessary design or material modifications as to DIS systems not yet delivered. If any such retrofit/repair work is required, the Warranty period(s) as to the affected DIS system shall be extended by one (1) year from the completion of such retrofit/repair work or the expiration of the previously effective guarantee period, whichever is later. 3. The Contractor shall complete the Fleet Defect Campaign expeditiously. 4. The Authority shall have the right to withhold from any payment due the Contractor an amount estimated by the Authority to be required to perform Fleet Defect Campaigns. ARTICLE 107 RISK OF LOSS TO THE WORK A. Prior to Acceptance by the Project Manager, the Contractor assumes risk of loss or damage to the Work to the fullest extent permitted by applicable law, irrespective ofwhether such loss or damage arises from acts or omissions (whether negligent or not) of the Contractor, the Authority or third persons, or from an¥ cause whatsoever, excepting loss or damage arising solely from negligent or willful acts of the Authority. The Contractor also assumes risk of loss or damage to remaining work until Acceptance of all the Work, except that ifthe failure to complete the remaining Work causes damage to the Work or other parts ofthe Authority, the Contractor shall be responsible for all resulting loss or damage. B. Contractor's obligation hereunder is to immediately repair, replace and make good such loss or damage so as to restore the Work to the same character and condition as before the loss or damage in accordance with the Contract Documents without cost to the Authority. C. Risk ofloss or damage to work trains, cranes, or special equipment, supplied and operated by the Authority shall be on the Authority, but the Contractor shall be responsible for loss or damage thereto arising out of Contractor's failure to fulfill a contractual obligation hereunder or the negligence or willful act of the Contractor, its subcontractors and suppliers. 1/17 Operating Contract Page 8 SPECIFIC CONTRACT PROVISIONS ARTICLE 108 PRICE TO INCLUDE / INVOICES AND PAYMENTS / PAYMENTS VIA ACH A. The Authority shall pay and the Contractor shall accept the amounts set forth in the Price Schedule of the Bid as full compensation for all costs and expenses of completing the Work in accordance with the Contract, including, but not limited to, all labor and material required to be done or furnished under this Contract; all overhead, expenses, fees and profits including the cost of providing storage yard or facilities; all risks and obligations set forth in the Contract; any applicable fees or taxes; and all expenses due to any unforeseen difficulty encountered in the prosecution of the Work. B. Invoices shall be submitted not more than once each month subject to the Contractor's compliance with the submission requirements contained hereunder and all other provisions of the Contract Documents. Payment terms are net 30. The Contractor shall submit monthly invoices - only buses which have been accepted by the Authority may be invoiced. 1. Proper Invoice: In addition to any other requirement set forth in this Contract with respect to what constitutes a proper invoice or for the Contractor to be entitled to receive payment, the Contractor's invoice must set forth (l) purchase order number; (2) a description, with specificity, of the goods delivered, Work performed, services rendered, or other event initiating entitlement to payment pursuant to the terms of this Contract; (3) that portion of the Contract price related to such payment less any deductions such as retainage required pursuant to the terms hereof (if any); and (4) the Contract number. Should the invoice not be calculated correctly, such as not taking into account retainage as a deduction, the Authority may either reject the invoice or treat the invoice as proper only to the extent of the correct calculation of the amount thereof. 2. Supporting Documentation: The following are in addition to any other requirement set forth in this Contract with respect to what supporting documentation must accompany the copy of the invoice submitted to the Project Manager, as required below: a. In the event the Contract contains an inspection and acceptance procedure, the Contractor's invoice relating to delivered and/or installed goods, the Work covered by such invoice must be accompanied by a copy ofthe Project Manager's certificate of acceptance, or equivalent document, thereof. b. In the event the Contract provides for payment upon achieving stated milestones of performance, the Contractor's invoice relating to any milestone must be accompanied by a copy of the Project Manager's certificate, or equivalent document, that the milestone has been achieved. c. In the event that the payment request is based upon a "deliverable", the Contractor's invoice must be accompanied by appropriate documentation that the deliverable has been delivered in accordance with the Contract, and if this Contract requires acceptance thereof as a condition precedent to payment, that the deliverable has been so accepted. 1/17 Operating Contract Page 9 SPECIFIC CONTRACT PROVISIONS d. Invoices must be accompanied by all affidavits, time records, staffing and other records provided for or required by the Contract to establish the amount ofpayment and/or performance of the Work billed, as well as a statement with sufficient specificity which establishes the basis on which the payment is due according to the Contract. Any documentation generated by the Authority, such as certificate of acceptance, will be issued in accordance with the terms of the Contract. 3. Inspection, Review and Audit: In addition to any other requirements pertaining to the right of the Authority or other entity to perform inspections, reviews or audits with respect to any payment or to the contract as a whole, the Authority reserves the right to inspect, review and/or audit each invoice for payment to verify that the invoice amount is consistent with the materials, labor, goods, and/or services provided and is in accordance with the provisions of the Contract, as well as to determine the resources applied or used by the Contractor in fulfilling the terms ofthe Contract or otherwise to verify that the Work, goods or services billed for were provided in accordance therewith. The Authority will require ten (10) Authority business days from the Receipt ofInvoice Date within which to perform this function. 4. Set-off: The Authority shall have the right to set off against any payment due the Contractor under this Contract any unpaid legally enforceable debt owed by the Contractor to the Authority as outlined in Authority's Prompt Payment Rules. 5. Designated Payment Office: 1. The Designated Payment Office, to which all invoices and supporting documentation for Item 1 is required to be submitted under this Contract, is as follows: Original and (1) copy of all invoices to the designated Project Manager: Mr. Martin Olsen New York City Transit Authority 2 Broadway Room D27.93 New York, NY 10004 ll. The Designated Payment Office, to which all invoices and supporting documentation for Items 2-6 are required to be submitted under this Contract, is as follows: 1. One (l) PDF copy of all invoices emailed or faxed to: MTA Business Service Center Accounts Payable 333 W. 34th Street, 9th Floor New York, NY 10001-2402 Email: [email protected] Fax: 212-971-5060 1/17 Operating Contract Page 10 SPECIFIC CONTRACT PROVISIONS 2. In addition, one (l) copy of all invoices to the designated Project Manager for this Contract at his or her mailing address: Mr. Martin Olsen New York City Transit Authority 2 Broadway Room D27.93 New York. NY 10004 C. Unless otherwise stipulated in writing by the parties, the Authority shall make payment subject to the following conditions, which are, unless waived in whole or in part by the Authority in writing, conditions precedent to payment: 1. The Contractor is not, in the Project Manager's and/or Procurement Specialist's opinion, in breach of any terms or provision of this Contract; 2. The Project Manager has accepted the Work. D. The Authority may withhold sums equal to any claims ofthe Authority against the Contractor, for indemnification or otherwise, pending settlement or other disposition ofsuch claim. The Authority may withhold from any payment otherwise due the Contractor as much as may be necessary to protect the Authority and if it so elects may also withhold any amounts due from the Contractor to any Subcontractors or Suppliers for work performed or material furnished by them. The foregoing provisions shall be construed solely for the benefit of the Authority and will not require the Authority to determine or adjust any claims or disputes between the Contractor and his Subcontractors or Suppliers, or to withhold any moneys for their protection unless the Authority elects to do so. The failure or refusal ofthe Authority to withhold any moneys from the Contractor shall in no way impair the obligations of any surety or sureties under any bond or bonds furnished under this Contract. The Authority may withhold payment to the Contractor, if the Contractor fails to remedy unsuitable conditions. The Contractor shall be given written notice of any unsuitable conditions. E. The Authority will pay proper invoices within the time periods provided in the Prompt Payment Rules and Regulations. F. All authorized payments to Contractor will be made by the MTA Business Service Center ("MTA BSC') via Automated Clearing House ("ACH") procedures. The Contractor hereby authorizes the MTA BSC to make payments to the Contractor using an ACH designated by the MTA BSC. The Contractor shall provide current ACH instructions to the MTA BSC promptly upon award (unless it has previously provided ACH instructions which have not changed) using the Vendor Master Setup Maintenance Request Form, which is available online at httRS:!/www.mymta.info/Rrod/grouRS/public/documents/authored/mtabscdmprd2222131.pdf. ARTICLE 109 FEDERAL DRUG AND ALCOHOL TESTING REQUIREMENTS NOT APPLICABLE 1/17 Operating Contract Page 11 SPECIFIC CONTRACT PROVISIONS ARTICLE 110 QUALIFIED PRODUCTS LIST A. Please be advised that the Authority maintains a Qualified Products List ("QPL"). B. If the Bid Solicitation Package specifies that an item is on the Authority's QPL, then only the specified item will be considered for an award. The QPL is a list of brand products which have been evaluated and pre-qualified for reasons of standardization on the basis of test and/or past performance data, prior to receipt of bids. The purpose of the QPL is to expedite the procurement process while maintaining a high quality of goods by directing awards to manufacturers or suppliers ofpre-qualified products only. C. Under no circumstances will an equivalent or an "or equal" will be considered for a QPL award. Bids that offer an equivalent will be considered non-responsive. D. The Authority shall be the sole judge of acceptability of products offered for QPL qualification. Vendors seeking qualification are obligated to furnish all data and information, as the Authority may deem necessary to establish the item on QPL. The submission ofnon-returnable samples may be required to enable the Authority to evaluate the viability of the item within the transit system. All costs associated with the qualification ofcandidate QPL items shall be borne by the requestor. E. Copies of the QPL and a description of general qualifying procedures are available at the Bid Reception Desk, 3 Stone Street, New York, NY 10004. Vendors seeking additional information may write to the NYC Transit QPL Committee Chair, 2 Broadway, Room BI8.62, New York, NY 10004. ARTICLE 111 QUALIFICATION OF CHEMICAL PRODUCTS A. If the Bid Quotation Sheet identifies an item as a chemical commodity (generally those covered by commodity class numbers with the prefix 62-, 69-, 70-, 71-, and 72-), Bidders seeking qualification of an "or equal" may apply for same by complying with these procedures: B. If the chemical commodity being offered by the Bidder is not currently listed as a pre-approved product by the Authority, and the item solicited is not listed on the Authority's Qualified Products List ("QPL"), the Bidder is required to submit the following information either with their quotation, or within three (3) business days of notification by the Procurement Representative, in order to be considered: 1. the required documentation specified in SCHEDULE I, SUPPLYING HAZARDOUS SUBSTANCES; 2. direct technical and performance comparisons between the Bidder's product and the pre approved material or specification currently used by the Authority; 3. submission ofproofwhich illustrates that the Bidder's product complies and adheres to the appropriate industry standards. including, but not limited to, ASTM, MIL, Federal. SAE, other industrial rules and regulations, and any current regulatory requirements for this material; 1/17 Operating Contract Page 12 SPECIFIC CONTRACT PROVISIONS 4. "Accredited Independent Laboratory" analysis reports on the Bidder's proposed product; 5. a specification sheet containing chemical and physical properties and comprehensive instructions for use; 6. a copy ofthe manufacturer's: a. Quality Assurance Program; and b. Quality Assurance Manual; 7. contact names and telephone numbers of other municipalities with transit fleets and other organizations that utilize the Bidder's proposed product. All seven (7) evaluation criteria must be identified by the Bidder by numbering all seven (7) points on the Bidder's submitted documentation. Failure to provide the required documentation in the time frame specified above will render the Bidder nonresponsive and not eligible for award. C. At the discretion of the Authority, Bidders seeking qualification of an "or equal" may also be required to: 1. supply the necessary samples and/or personnel to perform a patch test at the User Department's request; 2. supply the necessary samples to Testing and Analysis, Vendor Performance, Materiel, to perform a chemical analysis, and for the Office of System Safety to perform a Product Safety Review; 3. consent to inspection and evaluation of manufacturer's facilities and technical staff by the Authority's personnel. D. If the item solicited is listed on the QPL, see ARTICLE 110, QUALIFIED PRODUCTS LIST. ARTICLE 112 ASIAN LONGHORNED BEETLE A. Any work under this Contract, whether performed by the Contractor or any of its subcontractors, that involves the handling or removal of any "host material" originating from within the Asian Longhomed Beetle ("ALB") quarantine zone, as defined by New York State Department of Agriculture and Markets ("NYSDAM"), must be performed: (1) in accordance with federal, state and local laws and regulations regarding the eradication ofthe ALB, including Part 139 ofthe New York State Agriculture and Markets Law ("NYS AML"); and (2) by a Contractor (or subcontractor) that is certified by NYSDAM, to perform such work. Copies of such certification must be provided to the Authority before any work involving host material is commenced. 1/17 Operating Contract Page 13 SPECIFIC CONTRACT PROVISIONS 1. "Host material" generally includes all firewood (of hardwood species) and trees, logs, green lumber, stumps, roots, branches (whether living, cut or dead) that is one-half inch or more in diameter and one of the trees listed in NYS AML Part 139.3. B. Prior to the handling or disposal of any host material within the quarantine zone, an NYSDAM certified person must perform an inspection for the presence of ALB infestation. 1. If an ALB infestation is detected, then all work related to the handling or disposal of that host material must cease and the Contractor shall immediately contact the Project Manager for further action. Work involving the infested host material may not restart until written notification to proceed is received from the Project Manager. 2. If no ALB infestation is detected, then the host material, if living, may be left untouched. If the host material was discovered cut, dead or to be removed, it must be handled or disposed of pursuant to the regulations set forth by NYSDAM. ARTICLE 113 PATENTS, COPYRIGHTS, AND INFRINGEMENT CLAIMS Contractor warrants that all work performed shall be free from any claims made against the Authority of intellectual property rights ("IPR") , including, but not limited to , patents, trademarks, copyrights, trade secrets, etc., from any other person or entity. Contractor shall save harmless and indemnify the Authority from and against all costs, expenses and damages which any of them shall incur or be obligated to pay by reason of any such infringement or claim of infringement, and shall, at the election of the Authority, defend at Contractor's sole expense all such claims in connection with any alleged infringement, provided that the Authority promptly notifies Contractor of any such claim, permits Contractor to defend or settle the claim in its sole discretion and reasonably cooperates with Contractor in the defense or settlement of any such claim. IfContractor or the Authority should be enjoined from using any portion ofthe DIS as to which Contractor is to indemnify the Authority, the Authority may at its option and without thereby limiting any other right it may have hereunder or at law or in equity, require Contractor, at its expense, to remove such offending items or take such steps as may be necessary to ensure compliance with such injunction, to the satisfaction of the Authority. Contractor is responsible to determine whether a prospective subcontractor is a party to any litigation involving IPR infringement claims, including antitrust or other trade regulation claims, or is subject to any injunction which may prohibit it under certain circumstances from licensing, selling or otherwise transferring the DIS (including hardware, software and components thereot) or the right to use same to be used or installed under this Agreement. Contractor enters into any agreement with a party to such litigation at its own risk, and the Authority will not undertake to determine the merits of such litigation. The Authority however, reserves the right to reject any item which is the subject of such litigation or injunction, or in its judgment use ofsuch article as a result ofsuch circumstances, would delay the furnishing, delivery, installation and supervision of the DIS or be unlawful. The provisions ofthis Paragraph shall survive the expiration, completion or termination ofthis Agreement. 1/17 Operating Contract Page 14 SPECIFIC CONTRACT PROVISIONS ARTICLE 114 TITLE AND LICENSE Contractor grants the Authority a license to use the Content Management Software ("CMS") software for up to twelve (12) years. Once satisfactorily installed, title to the DIS hardware will transfer to the Authority. The provisions under this Article 114 will survive the expiration, completion or termination of the Contract. ARTICLE 115 DATA OWNERSHIP The Authority shall own any and all data generated by DIS systems. Contractor shall have no rights to said data and shall not sell, transfer, or otherwise distribute any data unless specifically authorized, in writing, by the Authority. ARTICLE 116 SUBCONTRACTORS A. The Contractor may sublet any part of the Work to be performed hereunder. subject to prior approval of the Authority. B. If the Contractor shall cause any part of this Contract to be performed by a Subcontractor, unless otherwise expressly provided elsewhere in this Contract, the provisions of this Contract shall apply to each such Subcontractor and its officers, agents and employees in all respects as if it and they were employees of the Contractor, and the Contractor shall not be in any manner thereby discharged from its obligations and liabilities hereunder, but shall be liable hereunder for all acts and negligence of the Subcontractor, its officers, agents and employees, as if they were employees of the Contractor. The employees of the Subcontractor shall be subject to the same provisions hereof as the employees of the Contractor; and the Work performed by the Subcontractor shall be subject to the provisions hereof as if performed directly by the Contractor. C. The Contractor shall maintain a current roster of all its Subcontractors, which shall be made available for inspection by the Authority upon request. D. Before entering into any subcontract hereunder, the Contractor shall inform the proposed Subcontractor fully and completely of all provisions and requirements of this Contract relating either directly or indirectly to the Work to be performed. Any Work performed by a Subcontractor shall strictly comply with the requirements of this Contract. 1/17 Operating Contract Page 15 SPECIFIC CONTRACT PROVISIONS ARTICLE 117 SOFTWARE ESCROW A. Contractor shall place in escrow all source code, compiling instructions and deployment, and software development documentation. The Authority will pay the cost ofsetting up the escrow account and the first year's payment in an amount not-to-exceed $5,000. For year two through the end ofthe Contract, the Authority will pay an annual cost of maintaining the escrow account in an amount not-to-exceed $2,500 per year. Invoices must be submitted showing Contractor's costs. The Contractor must demonstrate that the escrowed software will support any compiled software provided including database functions, objects, and procedures. B. In situations where Contractor: dissolves; files for bankruptcy; defaults; becomes insolvent; merges with one or more entities without any assurances to the Authority's satisfaction that the merged entity will continue the obligations and rights of Contractor hereunder; sells all or part of its business without any assurances to the Authority's satisfaction that the purchaser will continue the obligations and rights of Contractor hereunder; assigns all or part its rights hereunder to a third party without any assurances to the Authority's satisfaction that the third party will continue the obligations and rights of Contractor hereunder; or becomes unable to continue to provide the obligations hereunder, including any maintenance, modification, or upgrade to Software, to the Authority resulting from events such as a court ordered injunction made against the Contractor; wherein each event constitutes a "Release Event", the Authority shall then have the right for the escrowed Software, and any and all documentation and data, to be maintained, modified, and/or upgraded by personnel and/or organizations other than the Contractor, Subcontractor, or Supplier, except where expressly written otherwise in a respective license under this Article. When a Release Event occurs, the Authority shall take appropriate measures to secure the rights of the Contractor with respect to any licensed products should a third party be entitled to modify the escrowed Software for the Authority's use. Furthermore, when a Release Event, occurs the Authority shall have the right, without limitation, to distribute any and all documentation or data given to the Authority by the Contractor to any other person or entity working on behalf of the Authority with respect to this Contract. C. In addition, the Contractor shall provide a non-exclusive, non-transferable, perpetual, worldwide, irrevocable and royalty-free license to exercise the rights to the source code (as specified above) provided that: 1. Contractor's representations, warranties, and indemnities concerning the escrowed software shall not extend to any modifications to the escrowed software; and 2. The source code may be accessed by the Authority or its contractors, only if such parties are bound to the confidentiality terms requiring non-disclosure of the source code or any algorithms, business methods, or processes contained therein, and such source code is not otherwise shared or transferred to any other party. [END OF SECTION] 1/17 Operating Contract Page 16