Final M-1 RAIL Fiber RFP Issue11!13!2014

REQUEST FOR PROPOSAL FOR FIBER BACKBONE AND IT SERVICES Issued by: M‐1 RAIL Date: November 13, 2014 Proposals must be submitted No later than 4:00 PM EST December 12, 2015 LATE PROPOSALS WILL BE REJECTED

Fiber Backbone and IT Services – Request for Proposal

TABLE OF CONTENTS Introduction .................................................................................................................................................. 1 Project Information ....................................................................................................................................... 1 Project Scope of Work .................................................................................................................................. 2 Installation of Fiber Optic Cable ............................................................................................................. 2 Provide Wi‐Fi Service .............................................................................................................................. 3 Provide High‐Speed Internet at the Tech Center ................................................................................... 4 Compensation for Services Provided ............................................................................................................ 4 Proposal Requirements and Instructions to Proposers ................................................................................ 5 Technical Proposal Requirements .......................................................................................................... 5 Price Proposal Requirements ................................................................................................................. 7 Selection Process .......................................................................................................................................... 8 Additional Information.................................................................................................................................. 8 Project Website ...................................................................................................................................... 8 RFP Schedule .......................................................................................................................................... 9 Questions and Requests for Clarification ............................................................................................... 9 Project Schedule ..................................................................................................................................... 9 Conditions of Submittal .............................................................................................................................. 10 Termination of Contract ....................................................................................................................... 10 Addenda ............................................................................................................................................... 11 Notice to Proceed ................................................................................................................................. 11 Completeness of Proposal .................................................................................................................... 11 Withdrawal or Modification ................................................................................................................. 11 Validity Period ...................................................................................................................................... 11 Conflicts of Interest .............................................................................................................................. 11 Key Personnel Changes ........................................................................................................................ 12 Equal Employment Opportunity ........................................................................................................... 12 Disadvantaged Business Enterprises .................................................................................................... 13 Obligations of Parties ........................................................................................................................... 13 Additional Requirements ...................................................................................................................... 13 Federal Requirements .......................................................................................................................... 16

Original RFP – Issued November 13, 2014

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Appendix A – Conduit Location ................................................................................................................. A‐1 Appendix B – Conduit Specification .......................................................................................................... B‐1 Appendix C – Insurance Requirements ...................................................................................................... C‐1 Appendix D – Required Forms .................................................................................................................. D‐1


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Introduction This Request for Proposal (“RFP”) is a solicitation for a vendor to provide and install a fiber backbone and internet) services to M‐1 RAIL or its affiliate, M‐2 RAIL1. The RFP selection will be a Best‐Value Selection, where vendor qualifications and overall contract value will be factored into the overall score and award. Additional scoring information is included in this RFP.

Project Information M‐1 RAIL (“M‐1 RAIL” or the “Owner”) is a Michigan nonprofit corporation formed in 2007 to plan, design, build, own and operate a streetcar system in the public right‐of‐way of Woodward Avenue within the City of Detroit, Michigan (the “Project”). M‐1 RAIL has been approved as a 501(c)(3) organization by the U.S. Internal Revenue Service. M‐1 RAIL has raised funds from foundations, institutions, and other sources (including federal sources) to sponsor this rail initiative through all phases of the Project, including design, construction and operations for up to ten (10) years. M‐1 RAIL is working in cooperation with the State of Michigan, the City of Detroit and the U.S. Department of Transportation to move forward with the M‐1 RAIL Project. The Project will extend approximately 3.3 miles on Woodward Avenue from Larned Street in Downtown Detroit to Bethune Street, just north of Grand Boulevard in the New Center area of Detroit. Twelve (12) stations are proposed along the route. The map in Figure 1 depicts the route and station locations. Rail vehicles will primarily run in the second to outside lanes, with passenger boarding typically at stations in the outside lanes. Vehicles will run in the center lane at both the northern and southern termini. All operations will be at grade level. The streetcars will have high‐speed wireless internet (“wi‐fi”), which will be supported by a new fiber optic cable (in conduit) infrastructure that will be constructed as part of the streetcar project. This RFP pertains to a vendor or vendors that will provide a fiber optic backbone and/or IT services to M‐1 RAIL. As explained below, some of the services and activities called for in this RFP must be closely coordinated with, and mutually supportive of, services and activities in other contracts on the Project. The Project will be partially funded with federal‐aid highway dollars and federal TIGER I and TIGER VI (Transportation Investment

1

M‐2 RAIL is a nonprofit Michigan corporation that is affiliated with M‐1 RAIL. M‐2 RAIL will construct and own the Project, and will lease the Project to the Michigan Department of Transportation (“MDOT”). MDOT will sublease the Project to M‐1 RAIL, which will operate the Project. References in this RFP to M‐1 RAIL shall be deemed to refer to either M‐1 RAIL or M‐2 RAIL, as applicable.


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Generating Economic Recovery, Phase I, and Phase VI) discretionary grants, so all applicable local, state and federal requirements and statutes must be adhered to by the Proposer. The Project is currently under construction, with HNTB Michigan Inc. serving as the Owner’s Representative (“OR”) for M‐1 RAIL and Stacy and Witbeck, Inc. (“SWI”) serving as M‐1 RAIL’s Construction Manager/General Contractor (“CM/GC”) for Package A of the Project (Package A includes the installation of the streetcar rail, stations and other horizontal elements of the Project). The Technology Center at the north terminus of the Project (the “Tech Center”) is being designed and constructed on behalf of M‐1 RAIL by Turner Construction Company. The Project is being constructed in connection with a reconstruction by MDOT of Woodward Avenue from Sibley Street to Chandler Street, including the replacement of the overpasses over the I‐75 and I‐94 freeways. SWI also is the contractor to MDOT for such reconstruction project. The installation of the fiber optic cable pursuant to this RFP must be coordinated with the construction activities and schedules of Package A, the Tech Center the reconstruction of Woodward Avenue, so that such installation does not impede or otherwise negatively impact such construction activities and schedules.

Project Scope of Work M‐1 RAIL is requesting proposals to provide the following services: 1. Provide and install a new fiber optic cable backbone throughout the Project limits, in a conduit within the Woodward Avenue right‐of‐way provided by M‐1 RAIL; 2. Provide high‐speed wi‐fi internet service, including supplying and maintaining any required equipment, on all six (6) streetcars and stations (20) along the corridor; and 3. Provide high‐speed internet access to support operations at the Tech Center.

Installation of Fiber Optic Cable M‐1 RAIL has constructed (or will construct) multiple conduits within its proposed footprint in the Woodward Avenue right‐of‐way to house the required power and communications feeds to support the VSMF and station communication as well as the operation of the system as a whole. The fiber backbone provided by the Proposer must have enough capacity to support the entire M‐1 RAIL communications system, including additional capacity for future use. In addition to the foregoing, the system includes twenty‐nine (29) pan‐tilt‐zoom (“PTZ”) cameras; the cameras will be TKH Security Solutions Siqura MSD622 /N model or approved equal. The conduit that will be leased to the selected Proposer is a portion of one (1) four‐inch (4”) Schedule 40 PVC conduit, installed underneath the track slab. The conduit will be made accessible to the Proposer through manholes and/or handholes that will be constructed as part of the overall Project. Appendix A shows the location of the available conduit within the corridor limits. M‐1 RAIL will retain full ownership of the conduit. The cable space allocated to the Proposer will be limited to one‐third of the conduit, and the successful Proposer may maintain the cable for a period of up to thirty (30) years from installation. M‐1 RAIL retains the right to use additional conduit space or to lease additional conduit space, via innerduct, to other parties. Proposers must provide sufficient fiber optic cabling in the conduit provided by M‐1 RAIL to support wi‐fi services, high‐speed internet access at the Tech Center, and other M‐1 RAIL system communication needs. Initial and future service needs should be considered, with additional capacity being reserved to meet M‐1 RAIL’s future needs. As noted above, the M‐1 RAIL system includes twenty‐nine (29) pan‐tilt‐ Original RFP – Issued November 13, 2014

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zoom (“PTZ”) cameras; the cameras will be TKH Security Solutions Siqura MSD622 /N model or approved equal. As more fully described below, the conduit can accommodate fiber optic cable that has capacity well in excess of the capacity or service needs of M‐1 RAIL (including excess capacity for future uses). M‐1 RAIL will retain control over fibers that are intended to serve the requirements of M‐1 RAIL (including excess capacity for future use), while a Proposer may install fiber in the allocated part of the conduit in excess of that necessary to meet the current or future needs of M‐1 RAIL. The fiber optic cable provided by the Proposer should meet all requirements of the National Electric Code (“NEC “), relevant state or local standards, and ASTM standards. The cable must be UL‐approved for outdoor conditions, meaning the cable must be approved for both wet and freezing conditions. Proposers must identify any potential issues or limitations regarding the allowable bending radius of the furnished cable. Additional cable specifications are included in Appendix B. The Proposer is responsible for furnishing and pulling all cable through the designated conduit, including any splices, slack, and required looping. The Proposer will own the cable and must maintain the cable for M‐1 RAIL for a period of not less than ten (10) years after the Project commences revenue operations or (if longer) the duration of any proposed wi‐fi and internet services. All installation activities must be coordinated with the construction activities on Package A, the Tech Center and the associated reconstruction of Woodward Avenue (including freeway overpasses), so that installation shall not impede or otherwise interfere with such construction activities.

Provide Wi‐Fi Service Proposer must furnish, install, and maintain all equipment necessary to provide reliable high‐speed (1 Gigabit per second) wi‐fi service on the six (6) streetcars, service at the stations to support multiple devises at the stations, and within the Tech Center, for a period of not less than ten (10) years. Proposals for longer than 10 years will be entertained and are encouraged. The wi‐fi service provided by the Proposer must be at least IEEE 802.11ac, with upgrades as needed to meet new IEEE wireless bearer standards. Additional details on the future IEEE service requirements will be negotiated as part of the Contract, but it is anticipated that the Proposer will be fully responsible for complying with any additional legal or regulatory requirements applicable to the fiber optic cable or any internet, wireless or other IT services to be provided pursuant to its Proposal. The wi‐fi network must be designed using line‐of‐sight between antennas and transmitters throughout the corridor. Proposers should consider seasonal obstructions, such as vegetation, as well as potential future construction, and permanent and movable fixtures along the corridor. Proposers should also consider the limitations of the length of travel of the wi‐fi microwaves as well as inherent limitations of the waves, such as mid‐path reflection. The service must maintain a minimum of 90% of its signal at all points in the corridor at all times. The wi‐fi service shall include one (1) public, or “guest”, network and one (1) private network. The public network shall be fully segregated from the private network so that there is no discovery of or access to M‐1 RAIL or its vendor equipment, which will communicate on the private network. The public wi‐fi service shall be set up so that users are initially directed to a Captive Portal, where they must read and accept M‐1 RAIL’s Acceptable Use Policy (“AUP”) in order to use the wi‐fi service. Upon acceptance of the AUP, the Captive Portal will redirect users to the M‐1 RAIL home page. Original RFP – Issued November 13, 2014

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The Captive Portal interface will be designed by the Proposer and approved by M‐1 RAIL; the AUP will be written by the Proposer and reviewed and approved by M‐1 RAIL’s legal counsel. The public network must be accessible from the Tech Center. M‐1 RAIL also will reserve the right to maintain control of the Captive Portal, including the right to permit, contract for, and/or retain any advertising or other revenue generated by the Captive Portal and/or M‐1 RAIL’s home page. Additional security measures may be requested and will be discussed during the contracting phase.

Provide High‐Speed Internet at the Tech Center Proposer must furnish, install and maintain high‐speed internet equipment and cabling to and within the M‐1 RAIL Tech Center and must set up and maintain a secure Local Area Network (“LAN”). The network shall be set up as a “Fast Ethernet”, or 100Base‐T, which provides speeds up to 100 megabits per second (Mbps). The LAN must meet all elements of the IEEE 802.3u standard. The network design must account for the maximum allowable distances of transmission and must incorporate additional routers, cabling, and/or other equipment as needed to maintain the service speeds. For communication between computers and attached peripheral hardware, the network should be set up for Universal Serial Bus (USB) transmission. Firewire, or IEEE 1394, may be permitted if the Proposer can show compatibility with a wide range of devices and if there is minimal additional cost to M‐1 RAIL. Proposers must also set up and maintain security of the LAN, including virus and malware protection, server encryption, and/or firewalls.

Compensation for Services Provided M‐1 RAIL is prepared to provide monetary compensation in exchange for the fiber optic cable and one or more of the other services to be provided pursuant to this RFP. Compensation will be provided over a fixed payment schedule, which will be negotiated during the contracting phase. M‐1 RAIL also recognizes that there may be opportunity to provide non‐monetary compensation (e.g., the ability to install excess capacity in the fiber optic cable installed in the designated portion of the conduit in addition to that necessary to provide capacity and service to meet the current and future needs of M‐1 RAIL), if desired by the Proposer. However, the use by any Proposer of any excess capacity shall be subject to the procurement by the Proposer of all governmental permits, licenses, franchises or other approvals required to authorize the Proposer to sell or otherwise use such excess capacity, and M‐ 1 RAIL shall have no responsibility for procuring or assisting in the procurement of, and makes no representation or warranty as to the availability of, such governmental permits, licenses, franchises or approvals. Proposers must be a recognized utility service provider in the State of Michigan to be able to use or re‐sell any excess capacity provided to the Proposer by M‐1 RAIL. M‐1 RAIL is not a utility service provider and does not assume any liability for the Proposer’s representation of its utility service provider status. Proposers are free to determine what form(s) of non‐monetary compensation are of value to them and to include this non‐monetary compensation in their overall contract value presented in their Proposal, either as an alternative or as a primary element of their Proposal. Proposers should include information on their estimated value of any non‐monetary compensation as well as recommendations regarding other durations of service beyond the base 10‐year requirement included in this RFP. Proposals must


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also define any other access requirements that a Proposer would like to obtain from M‐1 RAIL relative to the communications backbone system as part of any non‐monetary compensation. Any monetary or non‐monetary compensation will be subject to all federal, state and local tax requirements, including property taxes, income tax or otherwise.

Proposal Requirements and Instructions to Proposers The Proposal will include two (2) parts: a Technical Proposal and a Price Proposal. The Technical Proposal must follow the section order and page limits as presented in this RFP. The Price Proposal must be submitted in a sealed envelope that is separate from the Technical Proposal. The Price Proposals will be opened and evaluated after the Technical Proposals are scored. Failure to comply with these instructions relative to the separateness of the Technical Proposal and the Price Proposal will result in disqualification of the Proposal. Proposals must be submitted no later than 4:00 PM EST on December 12, 2014 Please submit six (6) bound copies of the Proposal to the attention of Paul Childs. Proposals should be delivered to: Paul Childs, Chief Operating Officer M‐1 RAIL 1426 Woodward Avenue Detroit, MI 48226 An electronic copy of the Technical Proposal, in PDF format, must be submitted by email to M‐1 RAIL at [email protected]. No other electronic format will be accepted. Proposers are encouraged to balance file size with image quality.

Technical Proposal Requirements Cover Sheet (One page maximum) Proposal cover sheet shall include Proposer’s firm, name of Project Manager, and Project Manager’s contact information, along with the date submitted and total number of pages. Understanding of Service (Four pages maximum) Proposers should describe their approach to designing and delivering the proposed services on schedule and within budget. Proposers also should discuss their interest in working on the M‐1 RAIL Project. Proposers should describe each service they intend to provide. Discussion should include initial service parameters and anticipated future upgrades over the life of the contract. This section should also describe the implementation of each service and upgrades, including phased upgrades if needed. The information in this section should identify how the need for upgraded equipment will be determined and any financial or life‐cycle cost analyses that will be used. Experience (Three pages maximum , excluding letters of reference)


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Each Proposer shall describe its team’s experience providing services of similar scope and complexity with a narrative describing why it is the “best qualified” to perform the services outlined in this RFP that are being addressed in the Proposal. A Proposer may include a current reference letter from an owner/agency representative describing the Proposer’s successful performance and satisfactory completion on the subject project; pictures and/or figures relating to the project are also welcomed. Team Qualifications (Two pages maximum, excluding resumes of Key Personnel) The Proposal shall include resumes for Key Personnel. The Proposal must include an organizational chart depicting the relationships of Key Personnel and Project staff, including Subcontractors, if required. If Key Personnel include Subcontractors, the Proposal shall include detailed resumes and experience for those Subcontractors. Implementation Schedule (One page maximum) The Proposal shall include a schedule depicting the installation of equipment and cabling for each proposed service. The Proposal should address how the installation of equipment and cabling will be coordinated with the construction activities on the Project and/or the reconstruction of Woodward Avenue so as to ensure that such installation does not impede or otherwise negatively impact such construction activities. The Proposal also should address any coordination necessary to ensure that any incremental Maintenance of Traffic activities required for the installation of the equipment or cabling is minimized. A Proposal should identify any future corridor infrastructure, aside from the M‐1 RAIL‐ provided conduit, that will be required to be completed prior to the installation of any equipment or cable, and include any time needed for equipment and/or system testing, certification and commissioning. For network services, Proposers must include, in their schedule, a date of access for the wi‐fi system and LAN network, which must be sufficiently in advance of the beginning of revenue operations of the Project to allow for adequate testing and verification of the internet services and the other elements of the Project that depend upon or deploy such internet services. Additional History (One page maximum) Proposers shall list each project in the past five (5) years that the Proposer’s organization has, on an awarded contract, defaulted or failed to complete and the reasons for such default or failure to complete. Proposers should list all litigation and/or mediation that their firm, or a Subcontractor’s firm, has been involved in for the last five (5) years. The Proposal shall demonstrate sufficient bonding or other financial capacity for the completion and maintenance of the proposed installation of the fiber optic cable backbone and the wi‐fi and internet services for the Project as part of the firm’s qualifications. Proposers also shall provide a disclosure statement identifying the state of the company’s financial standing, including if the company is currently for sale or involved in any transaction to expand or to be acquired by another business entity. Proposers also should disclose if the company has been given a credit rating (and if so, by what rating agency and what that rating is), and whether the firm is publicly traded or privately owned. If publicly traded, the Proposal should provide a listing of the stock markets or exchanges on which the company is listed. M‐1 Original RFP – Issued November 13, 2014

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RAIL reserves the right to require a Proposer or Subcontractor to provide additional financial information to ensure that the financial capacity of the party is acceptable to M‐1 RAIL. Conflicts of Interest If the Proposal has an Organization Conflict of Interest or other form of conflict of interest, it shall disclose the same as required below. Organizational Conflicts are discussed in more detail in the circulars and other materials referred to in the section below that is entitled “Federal Requirements.” If a conflict of interest exists, the Proposal should include a proposed Mitigation Plan. The Mitigation Plan should provide: (i) confirmation that neither the Proposer nor any Subcontractor or other person or party associated with the Proposer has received any non‐public information that has provided the Proposer with an unlawful or inappropriate competitive advantage, (ii) measures to ensure that possible or actual conflicts of interest are identified, reported, monitored and overseen, (iii) measures to eliminate or mitigate conflicts of interest (including but not limited to insulation or segregation of participation by relevant personnel) in a manner that complies with applicable restrictions and prohibitions, and (iv) measures to ensure that the conflict of interest will not negatively impact the performance of the Proposer or the ability of M‐1 RAIL to measure, correct or seek redress for the performance of the Proposer.

Price Proposal Requirements The Price Proposal shall provide the following information as described in this section. Price Proposals must be submitted in sealed envelope separate from the Technical Proposal, at the same time as the Technical Proposal. Overall Cost of Service(s) Proposers should provide the total cost or value of each service provided. The cost of each service should break out the following costs:  Initial installation/set‐up cost – This is the cost to furnish, install, test, commission and certify the fiber optic backbone and all cabling, equipment and any peripheral or supporting elements required to fully establish the wi‐fi and internet services referred to in this RFP at the required levels.  Proposed cost (including payment schedule) for providing any long‐term wi‐fi and internet services, including applicable maintenance costs, which is the cost to provide the applicable services and maintain the system for the lifetime of the Contract, which is for at least 10 years or (if longer) the duration of the wi‐fi and internet services to be provided as part of the Proposal. This cost should include, to the extent applicable, the provision of the applicable wi‐fi and internet services and the technical support, repairs, maintenance and any other costs, including equipment, materials, and/or labor, required to maintain the required level of service. Compensation Package Proposers should present their desired compensation package for the service(s) to be provided pursuant to the Proposal. M‐1 RAIL will consider both monetary and non‐monetary forms of payment; Proposers seeking non‐monetary compensation (e.g., access to add fiber optic cable capacity in addition to that needed to meet the current or future needs of M‐1 RAIL) should discuss how the value of the service(s) Original RFP – Issued November 13, 2014

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was (were) determined, how the non‐monetary payment sought is an appropriate equivalent, and any conditions or stipulations applicable to such non‐monetary payment (e.g., the procurement of applicable governmental permits, licenses, franchises or approvals). Determination of Fees and Costs Proposers must include a breakdown of the costs of equipment, materials, labor, fees, overhead and profit, and any other costs required to provide the service(s). Direct expenses, such as equipment and materials, must be presented at actual value and may not be marked up. Overhead, fee, and profit are only permitted on labor costs.

Selection Process This will be a Best Value‐Based Selection. The criteria listed below will be used to evaluate the Technical Proposals: Max. Proposal Area Points Understanding of Service(s) 30 Experience

13

Team Qualifications

10

Implementation Schedule

12

Additional History

5 Total Points

70

The criteria listed below will be used to evaluate the Price Proposals: Max. Proposal Area Points Overall Cost of Service(s) 15 Compensation Package

10

Determination of Fees and Costs

5 Total Points

30

Proposals will be evaluated by M‐1 RAIL and ranked by score. All Technical Proposals will be scored prior to the opening of the Price Proposals. Proposers should ensure they have reviewed and fully understand the Appendices before submitting a Proposal. By submitting a Proposal, Proposers accept and agree to the Selection Process.

Additional Information Project Website Original RFP – Issued November 13, 2014

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Information related to this RFP, including questions and addenda, will be made available at the following website: www.m‐1rail.com.

RFP Schedule Issue RFP

November 13, 2014

Deadline for Questions/Clarifications

November 24, 2014

Response to Questions/Clarifications Posted Proposals Due Selection of Vendor(s) Contract Award and Notice to Proceed

December 1, 2014 December 12, 2015 January 2015 February 2015

Questions and Requests for Clarification Any and all inquiries, suggestions, or requests concerning interpretation, clarification or additional information pertaining to this RFP shall be made by e‐mail by 4:00 PM EST, November 24, 2014 to [email protected] Proposers may be disqualified if any unsolicited contact related to this RFP is made with an employee or representative of M‐1 RAIL other than the individual named above during the RFP process. If Proposer has meetings or discussions with agencies or entities other than M‐1 RAIL during the procurement phase, Proposer shall be responsible for verifying with M‐1 RAIL any Project‐related information it receives. Responses to all inquiries will be compiled in one document and posted at www.m‐1rail.com. This response by M‐1 RAIL will be the only official method for communicating interpretations, clarifications or additional information.

Project Schedule Construction of the proposed infrastructure improvements is actively underway throughout the corridor. Much of construction, including construction of the M‐1 RAIL‐provided conduit, will be completed by mid‐2016. Construction of the stations and platforms will be completed in the third quarter of 2016. Construction on the Tech Center is anticipated to begin in late 2014, with Substantial Completion achieved in October 2015. The Tech Center will be fully completed, with a Certificate of Occupancy, in the first quarter of 2016. Revenue operations are slated to begin in the first quarter of 2017. As stated above, the installation of the fiber optic cable backbone and related equipment must be coordinated with the construction activities on the remainder of the Project in such a manner that such installation does not impede or otherwise interfere with such construction activities.


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Conditions of Submittal Termination of Contract The following termination provisions shall remain in effect until the installation of all fiber backbone and equipment is complete and the system is fully operational: If M‐1 RAIL determines that termination is in M‐1 RAIL’s best interest, it may terminate the Contract or any portion thereof. If M‐1 RAIL orders termination of the Contract effective on a certain date, M‐1 RAIL will pay the vendor(s) for completed and partially‐completed work as of that date at the Contract price. If M‐1 RAIL terminates a portion of the Contract, M‐1 RAIL may stop delivery and payment for materials deemed unnecessary. M‐1 RAIL will compensate the vendor a fair and equitable amount for all direct costs incurred on items of eliminated work prior to the vendor’s removal from the Contract. M‐1 RAIL may choose to purchase from the vendor acceptable materials obtained for the work but not used at actual cost delivered to a prescribed location plus fifteen (15%) percent, or otherwise disposed of as mutually agreed. The vendor must submit any claim for additional compensation not covered in the Contract within sixty (60) days after the effective termination date, or as otherwise authorized by the M‐1 RAIL Project Manager. The vendor must make records available to support the validity and amount of compensation sought. The vendor is not entitled to compensation for loss of anticipated profits due to the M‐1 RAIL’s termination of the Contract or any portion thereof. M‐1 RAIL’s decision to terminate the Contract or a portion thereof will neither relieve the vendor of its contractual responsibilities for the completed work, nor will it relieve the vendor’s Surety of its obligation for any claim arising out of the work performed. M‐1 RAIL may terminate the Contract after determining that, for reasons beyond either M‐1 RAIL’s or the vendor’s control, the vendor is prevented from proceeding with or completing the Contract work. Reasons for termination may include, but are not limited to, the following:  Executive orders by the President of the United States relating to war or national defense;  A national emergency that creates a serious shortage of materials;  Orders from duly constituted authorities relating to energy conservation, preservation of archaeological and historical findings, funding problems or a change in Project priorities;  Restraining orders or injunctions obtained by third‐party citizen action resulting from national or local environmental protection laws, or where the issuance of the order or injunction is primarily caused by acts or omissions of persons or agencies other than the Contractor; or  A differing site condition or altered character of work amounting to significant additional contract costs. The M‐1 RAIL Project Manager will deliver a Notice of Termination to the Contractor that specifies the extent of termination and the effective date. After receipt of a Notice of Termination, the Contractor must immediately proceed with the following obligations: 1. Stop work as specified in the notice; 2. Place no further subcontracts or orders for materials, services or facilities, except as necessary to complete the remaining portion of the Contract; 3. Terminate all subcontracts to the extent they relate to the work terminated; 4. Transfer title and deliver to M‐1 RAIL the following: Original RFP – Issued November 13, 2014

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

Any fabricated or partially fabricated parts, all work in progress, completed work, supplies and other material produced or acquired for the terminated work; and  The completed or partially completed plans, drawings, information and other property that, if the contract had been completed, the Contractor would have been required to provide to M‐1 RAIL, as applicable; 5. Complete the performance of the non‐terminated work; 6. With the OR, on a date identified by the OR, take inventory of acceptable materials obtained for the Project that has not been incorporated into the work; and 7. Take any action necessary, or directed by the OR or the Owner, for the protection and preservation of the property related to the Contract that is in the possession of the vendor(s) and in which the M‐1 RAIL or MDOT has or may acquire an interest.

Addenda All addenda issued by M‐1 RAIL before the Proposal due date are part of the RFP, and all requirements shall be incorporated into the Proposal. The Proposer shall acknowledge receipt of each addendum by completing and submitting form vendor‐002.

Notice to Proceed The selected vendor shall not begin work until a Notice to Proceed (“NTP”) has been issued by M‐1 RAIL. Work done by the vendor prior to the NTP is not eligible for compensation without express written approval from the M‐1 RAIL Project Manager.

Completeness of Proposal Each Proposal should be prepared simply and economically, providing a straightforward, concise description of the firm’s ability to meet the requirements of the RFP. Emphasis should be on the Proposer’s understanding of the Project needs and written to ensure completeness, clarity of content and responsiveness to requirements. Failure to comply with the requirements contained in the RFP may be subject for rejection of the Proposal. Any Proposal submitted past the deadline or that does not meet the requirements of this RFP will be rejected and returned to the Proposer without being evaluated.

Withdrawal or Modification Proposals may be withdrawn and resubmitted any time prior to the RFP deadline, but may not be changed, altered or modified after the deadline. Proposal withdrawal requests after the deadline must be made by the Proposer in writing, and must include reasons for the withdrawal. M‐1 RAIL reserves the right to reject Proposal withdrawal requests made after the deadline; this decision will be at the sole discretion of M‐1 RAIL.

Validity Period Proposals are to remain valid for a period of one‐hundred twenty (120) days beyond the submittal deadline.

Conflicts of Interest Organizational Conflict of Interest means, in general, that because of other activities or relationships with other persons or entities, an organization:  Is unable, or potentially unable, to render impartial assistance, advice, or service; Original RFP – Issued November 13, 2014

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 


Is, or might otherwise be, impaired in its objectivity in performing the Contract work; Has an unfair competitive advantage.

A more detailed definition of Organizational Conflicts of Interest is included in the circulars and other materials described in the section of this RFP below that is entitled “Federal Requirements”. Disclosure, evaluation, neutralization and management of these conflicts and the appearance of conflicts, is in the interest of the public, Project Team and the consultant and construction communities. Proposers are required to disclose all relevant facts concerning any past, present or currently planned interests, activities or relationships which may present an Organizational Conflict of Interest. Proposers shall state how their interest, activities or relationships, or those of the chief executives, directors, key Project personnel or proposed consultants may result, or could be viewed as, an Organizational Conflict of Interest. Proposers shall submit a Conflict of Interest Statement with the Proposal. It is recommended to contact the M‐1 RAIL Project Manager immediately if a conflict of interest is found, or appears to be present, so a course of action may be determined with minimal impact to a Proposer. If a conflict of interest exists, the Proposal should contain a proposed Mitigation Plan. This Mitigation Plan shall be subject to the approval of M‐1 RAIL, and may be in addition to any other measures implemented by M‐1 RAIL to identify, manage, eliminate or mitigate conflicts of interest. In addition to the foregoing, if an Organizational Conflict of Interest is determined to exist, M‐1 RAIL may also, at its sole discretion:  Offer the Proposer the opportunity to avoid or neutralize the organizational conflict of interest  Disqualify the Proposer from participation  If award has already occurred, declare the Proposer nonresponsive and award the Contract to the next highest‐scoring Proposer  Cancel the Contract If the Proposer was aware of an Organizational Conflict of Interest prior to award of a Contract and did not disclose the conflict, M‐1 RAIL may terminate the Contract for default.

Key Personnel Changes After submittal of the Proposal, Key Personnel may not be removed, replaced or added without the written approval of the M‐1 RAIL Project Manager. It is expected that Key Personnel presented in the RFP will be available for the duration of any installation activities on the Project. Any changes to Key Personnel will require approval from the M‐1 RAIL Project Manager; failure to obtain written approval may result in termination of the Contract. To qualify for approval as to Key Personnel, the written request shall document that the proposed removal and replacement, or addition will be equal to or better‐qualified than the Key Personnel provided in the Proposal.

Equal Employment Opportunity The Proposer will be required to follow both the State of Michigan and Federal Equal Employment Opportunity (“EEO”) policies.


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Disadvantaged Business Enterprises It is the policy of M‐1 RAIL that Disadvantaged Business Enterprises (DBE), as defined in 49 CFR Part 26, and other small businesses shall have the maximum feasible opportunity to participate in contracts financed in whole or in part with public funds. Consistent with this policy, no person or business shall be excluded from participation in, denied the benefits of, or otherwise discriminated against in connection with the award and performance of any U.S. Department of Transportation (“DOT”) assisted contract because of sex, race, religion, or national origin. MDOT is M‐1 RAIL’s procurement compliance offer for the Project, including for Proposals pursuant to this RFP. MDOT has established a DBE program in accordance with regulations of the DOT, 49 CFP Part 26. It is the Proposer’s responsibility to take all necessary and reasonable steps in accordance with 49 CFR Part 26 to ensure that DBE’s have the maximum possible opportunity to compete for and perform the contract.

Obligations of Parties The Proposer is solely responsible for ensuring that its Proposal is clear, correct and consistent. M‐1 RAIL reserves the right, at its sole discretion (but is not obligated), to:  Investigate the qualifications of any Proposer  Seek or obtain data from any source related to the Proposal  Require confirmation of information furnished by a Proposer  Require additional information from a Proposer concerning its Proposal  Seek and receive clarifications to a Proposal  Require additional evidence of qualifications to perform the work  Waive minor deficiencies and irregularities in a Proposal  Reject any or all Proposals  Cancel, modify or withdraw the RFP  Issue a new RFP

Additional Requirements By submitting a Proposal, the Proposer understands and acknowledges the following: 1. M‐1 RAIL reserves the right to accept or reject any or all Proposals and to waive irregularities and technicalities which, in its opinion, would best serve its interests or the interests of the Project. M‐1 RAIL reserves the right to cancel or withdraw this RFP, without liability, at any time prior to the execution of a formal Contract by M‐1 RAIL. M‐1 RAIL also reserves the right to make investigations and inquires as it deems necessary to determine the ability and qualifications of any submitting firm or team to perform the work or services requested. The award of the vendor’s Contract is contingent on the issuance of FTA funding approval as well as a number of other financial contingencies. 2. This RFP is not an offer to enter into a Contract. M‐1 RAIL intends to begin contract negotiations with the firm or team it selects as the best firm or team for the Project, but reserves the right to enter into negotiations with one or more qualified firms or teams at the same time. Should negotiations with a party fail to result in the execution of a formal contract, M‐1 RAIL reserves the right to terminate negotiations with such party and may, at its discretion, begin negotiations with the next‐most‐qualified party, as determined by M‐1 RAIL. This process may continue until a Contract is negotiated and signed or until M‐1 RAIL terminates or withdraws this RFP. Original RFP – Issued November 13, 2014

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3. The Proposer shall comply with all applicable laws and regulations during the conduct of the Contract. This includes any and all requirements to conduct business in the City of Detroit, the County of Wayne, and State of Michigan. By submitting a Proposal, the Proposer will be confirming its compliance with these requirements. 4. M‐1 RAIL shall not be liable, nor will provide any compensation, for costs incurred by any Proposer responding to this RFP, or any costs incurred in connection with any discussions, correspondence or negotiation sessions. 5. The Contract between M‐1 RAIL and the successful vendor will include obligations on the part of the vendor to warrant the proper installation of the fiber optic cable backbone; to maintain the cable for at least 10 years after commencement of revenue operations or (if longer) the duration of wi‐fi and internet services to be provided to M‐1 RAIL; to provide the specified wi‐fi and internet services to the required standards throughout the term of such service arrangements; to avoid outages or disruptions in services except in accordance with standards acceptable to M‐1 RAIL; and obligations relative to the time within which interruptions or outages of wi‐fi or internet services must be serviced. The Contract also will include remedies acceptable to M‐1 RAIL for the vendor’s failure to observe its obligations under the Contract. The Contract may be with M‐1 RAIL or M‐2 RAIL, as determined by M‐1 RAIL, and in any event M‐1 RAIL or M‐2 RAIL shall have the right to assign, lease or otherwise transfer its rights and obligations under the Contract to any party that has an interest in the Project, and to collaterally assign its rights under the Contract to any party providing financing for the Project or any part thereof. 6. Insurance The general insurance requirements, as well as minimum limits, for insurance to be carried by the vendor(s) are set forth in attached Appendix C. M‐1 RAIL reserves the right to increase or change these requirements during the selection process. Any Contract entered into with a vendor(s) selected under this RFP shall require the vendor to carry the necessary liability insurance during the terms of this contract or any extension thereof. A certified copy of the insurance policy shall be provided to M‐1 RAIL as evidence thereof naming M‐1 RAIL, its directors, officers, agents, consultants and employees, as well as MDOT and its directors, officers, agents and employees as additional insureds for public liability and property damage, pursuant to an endorsement acceptable to M‐1 RAIL and providing for a thirty (30) day notice to M‐1 RAIL prior to termination or cancellation of the policy. M‐1 RAIL reserves the right to require review and approval of the actual policy of insurance before it executes an agreement pursuant to this RFP. All liability insurance coverages shall be maintained in effect for a period of not less than five (5) years after completion of the work reflected in Package A. The vendor(s) shall give M‐1 RAIL prompt written notice of any claims made during the periods in which the insurance coverages are in effect. 7. Indemnification and Defense of Suits Any Contract entered into with the vendor(s) selected under this RFP shall require the vendor(s) to the fullest extent permitted by law, to defend, indemnify and hold harmless M‐1 RAIL and M‐ 2 RAIL, their constituent entities, officers, agents, and employees, and MDOT, and its officers, directors, agents and employees (collectively, the “Indemnified Parties”). In case any claim is made, or any action in court, or proceeding before an administrative agency is brought against any of the Indemnified Parties arising out of or resulting from the failure, omission or neglect of Original RFP – Issued November 13, 2014

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the vendor(s), a Subcontractor, or any other parties or entity performing any portion of the services or work specified in this RFP, in whole or in part, to perform any of the covenants, acts, matters or things by the Contract undertaken or for injury or damage caused by the negligence of the vendor(s), a Subcontractor, or any other parties or entity performing any of the services or work, then the vendor(s) shall defend, indemnify and save harmless the Indemnified Parties from all liabilities, losses, damages, costs, expenses, judgments, or decrees arising out of such claim, action or proceeding. The Indemnified Party shall tender the defense of any claim or action at law or in equity or other proceeding to the vendor(s), and upon such tender, it shall be the duty of the vendor(s) or the vendor(s)'s insurer to defend such claim or action without cost or expense to any of the Indemnified Parties. The vendor(s) shall be solely responsible for the conduct and performance of the services and work required under the Contract and for the results therefrom. This provision is not intended to have the vendor(s) be responsible for the negligent errors or acts of the Indemnified Parties. Such obligation shall not be construed to negate, abridge or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 7. In claims against any Indemnified Party by an employee of the vendor(s), a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the indemnification obligation under Section 7 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the vendor(s), a Subcontractor, or any other person or entity performing any portion of the Services under workers’ compensation acts, disability benefit acts or other employee benefit acts.

8. Records, Audits, and Confidentiality Any Contract entered into with CM/CG selected under this RFP shall require the vendor(s) to maintain a Project file, incorporating all Project materials for future reference by M‐1 RAIL. The vendor(s) shall provide copies of all data, calculations and reports, as may be requested by M‐1 RAIL or its OR. All materials produced under the Contract are to become and/or remain the property of M‐1 RAIL, which may utilize such material in any manner or purpose as it desires without the further permission, approval or compensation to the vendor(s). The vendor(s) may not use or publish any materials produced under the Contract without the written permission of M‐1 RAIL. The vendor(s) shall maintain books, records, documents, and other evidence directly pertinent to performance of the Contract in accordance with accepted applicable industry practices. M‐1 RAIL, or any of its duly authorized representatives, shall have access at all times to such books, records, documents, papers or any records of the vendor(s) which are directly pertinent to the Project or the agreement between the vendor(s) and M‐1 RAIL, for the purpose of making audits, examinations, excerpts and transcriptions, including audits of the fees or reimbursables paid or payable to the vendor(s) or any Subcontractor. M‐1 RAIL and the vendor(s) shall comply with the Michigan Open Meetings Act (MI Act No. 442) and the Michigan Freedom of Information Act (MI Act No. 267), and the vendor(s) will assist M‐1 Rail in conforming to the law. Except as otherwise authorized, those records shall be maintained for a period of seven (7) years after receipt of the final payment under the Contract. All data and information pertaining to this RFP shall be treated by the Proposer and its agents as confidential. The Proposer and its agents shall not disclose or communicate the aforesaid matters to a third party or use them in advertising, publicity, propaganda and/or in another job or jobs, unless written consent is obtained from M‐1 RAIL. All material submitted pursuant to this RFP shall become the property of M‐1 RAIL. Original RFP – Issued November 13, 2014

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Submittals shall be kept confidential and will not be released until the vendor(s) selection process is complete with the exception of the vendor(s) selection process. 9. Non‐Discrimination and Equal Employment Any Contract entered into with the vendor(s) selected under the future RFP shall require the vendor(s) to agree a. not to willfully refuse to employ, to discharge, or to discriminate against any person otherwise qualified because of race, color, religion, sex, sexual orientation, age, disability, national origin or ancestry, lawful source of income, marital status, creed or familial status; b. not to discriminate for the same reason in regard to tenure, terms or conditions of employment; c. not to deny promotion or increase in compensation solely for these reasons; d. not to adopt or enforce any rule or employment policy which discriminates between employees on account of race, color, religion, sex, creed, age, disability, national origin or ancestry, lawful source of income, marital status or familial status; e. not to seek such information as to any employee as a condition of employment; f. not to penalize any employee or discriminate in the selection of personnel for training solely on the basis of race, color, religion, sex, sexual orientation, age, disability, national origin or ancestry, lawful source of income, marital status, creed or familial status. 10. Subcontracting / Project Teams Proposers responding to this RFP may identify and utilize Subcontractors in order to appropriately fulfill all aspects of the scope of services and DBE participation goals as outlined in this RFP. The vendor that enters into a Contract under this RFP shall be responsible for all services performed under the Contract by its Subcontractors. Unless identified in the response to this RFP, none of the services to be performed under the Contract shall be subcontracted without the prior written approval of M‐1 RAIL. If any services are subcontracted, the performance of such services shall be specified by the Contract and shall be subject to each provision contained therein. 11. E‐Verify Compliance The Proposer warrants that it complies with all Federal Immigration laws and regulations that relate to its employees with the Immigration Reform and Control Act of 1986 (8 U.S.C. 1101 et seq.) and certify use of the E‐Verify system established by the Department of Homeland Security. The Proposer warrants (by submitting this RFP) that it is in compliance with the Act in relation to all employees performing work in the United States and do not knowingly employ persons in violation of United States immigration laws, and, by the date of performance of services under the Contract, the vendor(s) and all Subcontractors have implemented the E‐ Verify program for all employees who will perform work on this project. For information on E‐Verify, please refer to the following website: http://www.uscis.gov/

Federal Requirements The Project as a whole is funded through private donations, philanthropic sources, federal and State Act 51 highway funding, Transportation Enhancement (“TE”) funding, Congestion Mitigation and Air Quality funding (“CMAQ”), and a TIGER I and a TIGER VI (Transportation Investment Generating Economic Recovery, Phase I and Phase VI) federal discretionary grant that will be administered by the Federal Original RFP – Issued November 13, 2014

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Transit Administration (“FTA”). As such, all work, including work under the vendor’s(s’) contract, is subject to federal requirements as may be updated during the course of the Project. Relevant federal requirements are generally identified in the following regulations, circulars, and guidance documents and are available at http://www.fta.dot.gov/. Regulations • Project Management Oversight, 49 C.F.R. Part 633 • Major Capital Investment Projects, 49 C.F.R. Part 611 • Joint FTA/FHWA regulations, Metropolitan Planning, 23 C.F.R. Part 450 • Joint FTA/FHWA regulations, Environmental Impact and Related Procedures, 23 C.F.R. Part 771 • U.S. DOT regulation, Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally Assisted Programs, 49 C.F.R. Part 24 FTA Circulars • C4220.1F, Third Party Contracting Guidance • C5010.1D, Grant Management Guidelines • FTA Master Agreement • C5800/1, Safety and Security Management Plan • Best Practices Procurement Manual Guidance • Guidance for Transit Financial Plans, June 2000 • Reporting Instructions for the Section 5309 New Starts Criteria • Interim Guidance on Design‐Build • Quality Assurance and Quality Control Guidelines • Project and Construction Management Guidelines, 2009 Update • Value Engineering Process Overview, January 1998 • TCRP G‐08 ‐ A Guidebook for the Evaluation of Project Delivery Methods The vendor(s) shall be responsible for ensuring compliance with all federal and state requirements during Project implementation, including to the extent applicable MDOT’s Form 3160, which lists and references all contractual provisions required by the U.S. Department of Transportation, as set forth in FTA Circular 4220.1F. MDOT Form 3160, which the vendor(s) will be required to execute (with modifications by M‐1 RAIL to reflect additional requirements applicable to the Project) is included in Appendix D. The documents described above and in Appendix D may not be inclusive of all federal and state requirements, and the vendor(s) is responsible for compliance with all federal and state requirements, whether or not they are listed above or in Appendix D.


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Appendix A – Conduit Location

Appendices

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Estimated cable quantity = 670 ft

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Estimated cable quantity = 310 ft (includes connection to TPSS 4, not shown)


Appendix B – Conduit Specification

Appendices

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M-1 RAIL

SPECIAL PROVISION FOR FIBER OPTICS (MODIFIED)

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APPR:LWB:DBP:07-31-13 FHWA:APPR:09-23-13

a. Description. This work consists of furnishing, installing, splicing, and testing single mode fiber optic cable and fiber optic communications hardware.

b. Materials.

1. Fiber Optic Cable - Outside Plant (OSP).

A. Provide cable listed in the latest edition of the Rural Utilities Service (RUS) List of Materials Acceptable for Use on Telecommunications Systems of RUS Borrowers.

B. Provide single mode, loose tube, gel free, non-armored fiber optic cable.

C. Provide cable constructed with 12 fibers per buffer tube.

D. Provide cable meeting the following environmental conditions:

(1) Storage: -40 degrees F to +158 degrees F;

(2) Installation: -20 degrees F to +158 degrees F;

(3) Operation: -40 degrees F to +158 degrees F.

E. Provide cable with maximum attenuation of 0.35 decibels per kilometer (dB/km) maximum at a wavelength of 1310 nanometers (nm) and attenuation of 0.25 dB/km maximum at a wavelength of 1550 nm.

F. Show the date of manufacturer and the manufacturer’s name as a permanent marking on the outer jacket. Mark a numerical sequence on the jacket at intervals no greater than three feet to facilitate determination of length of cable and amount of cable remaining on the reel. The height of the marking must be a minimum of 0.1 inch nominal. In addition, the cable must have permanent markings as indicated on the plans or other contract documents.

G. The cable designated for “Partner Agency Cable,” if required, must be color coded as shown on the plans.

Deliver the cable on reels without splices. Ensure both ends of the cable are sealed to prevent moisture ingress.

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2. Above Ground Fiber Optic Marker. Ensure the above-ground portion of the marker is made entirely of Polypropylene and is protected against damage from ultraviolet (UV) light. The marker must be hollow, white, and 6 feet long. Its diameter must be at least 3.5 inches and its wall thickness must be at least 0.14 inches. The top 15.75 inches of the marker must be covered with an orange outer tube that has a domed top. Approximately 4 inches above the bottom must be a sturdy plastic crossbar that prevents the post from being pulled out after installation.

Ensure that black lettering is printed on, or molded into, the top saying “MDOT FIBER OPTIC CABLE ROUTE”; decals are not permitted. Guarantee this lettering not to fade for the life of the marker and it must be on each side of the marker. The lettering must be approximately 1 inch high, with a 0.2 inch stroke width. In smaller letters, the printing must say “BEFORE DIGGING, CALL MDOT.” The proposed size and layout of all text must be submitted to the Engineer for approval as part of the catalog cut sheet for this item.

3. Fiber Optic Cable - Indoor. Furnish and install indoor-rated fiber optic cable and all hardware required for splicing indoor/outdoor cables and to facilitate cable installation. Ensure fiber capacity is as indicated on the plans.

A. Provide Plenum-rated, flame resistant single mode fiber optic cable.

B. Ensure the cable has 12 fibers per buffer tube.

C. Provide non-armored cable.

D. Ensure the indoor single mode cable has a maximum attenuation of 0.35 dB/km at 1310 nm wavelength and 0.25 dB/km at 1550 nm wavelength.

E Provide cable that meets the following environmental conditions:

(1) Storage: -40 degrees F to +158 degrees F;

(2) Installation: +32 degrees F to +140 degrees F;

(3) Operation: +32 degrees F to +158 degrees F.

4. Fiber Optic Connectors. Provide type LC fiber optic connectors for pigtails and type LC-to-LC connectors for jumper cables. Ensure connectors are comprised of a ceramic ferrule with a nickel plated zinc or composite connector body. Ensure the average loss is 0.3 dB or less.

5. Fiber Optic Pigtail.

A. Ensure pigtails are factory-made, buffered, and strengthened with aramid yarn to reduce the possibility that accidental mishandling will damage the fiber or connection.

B. Ensure pigtails are yellow.

C. Ensure they use the type of connector specified in subsection b.4 of this special provision and are factory terminated.

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D. Ensure each pigtail contains one or two fibers (simplex or duplex). Provide lengths sufficient to provide 2 feet of slack after installation.

6. Fiber Optic Jumper.

A. Ensure jumpers meet the requirements for pigtails and have a connector on each end of the appropriate type.

B. Provide lengths sufficient to provide 5 feet of slack after installation.

7. Wall-Mounted Splice Enclosure, Small.

A. Provide a small splice enclosure made for wall or din-rail mounting that meets the following requirements:

(1) Approximately 9 inches wide by 9 inches high by 4 inches deep;

(2) Made of powder-coated aluminum;

(3) Has hinged front door;

(4) Designed to be hung from two hooks on a panel or wall;

(5) Designed to hold two splice trays, with 24 fusion splices per tray.

B. Provide two 24-splice trays with each enclosure.

C. Provide means for anchoring two incoming cables and the outgoing pigtails. The pigtails may be anchored to the splice trays.

8. Fiber Optic Hardware Assembly, Small. Provide a small (up to 48 fibers) rackmounted interconnect center with built-in patch panel, splice enclosure, splice trays, and all splicing hardware.

A. An interconnect center is defined herein as a splice and termination enclosure, that houses the internal patch panel for fiber termination via fiber optic pigtail. Ensure the interconnect center is capable of housing the splice trays for fiber optic splicing.

B. Ensure the interconnect center enclosure has brackets and all other hardware required for rack mounting in an Electronic Industries Alliance (EIA) standard 19-inch equipment rack. Ensure it takes up no more than one rack unit (1¾ inch) in the cabinet. Ensure it has front and rear doors. Ensure it is made of powder-coated aluminum.

C. Provide enough trays for all splices made in the interconnect center. Ensure the interconnect center enclosure’s patch panel has at least 24 positions, compatible with the connectors specified in subsection b.4 of this special provision. Ensure it has provisions for cable strain relief and for connector labeling.

D. Hold the spliced fibers in splice trays, with each fiber neatly secured to the tray. Ensure the splice trays are compatible with the fiber optic splices specified herein and meets the following minimum requirements:

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(1) The tray must accommodate loose tube buffers;

(2) Slack fiber within the tray must be placed neatly in an oval shape along an inside wall of the tray;

(3) The splice tray is aluminum and designed for outdoor use. The trays must have a powder-coat finish.

9. Fiber Optic Hardware Assembly, Medium. Provide a medium (up to 96 fibers) rackmounted interconnect center per requirements in section b.8 of this special provision. Ensure it takes up no more than two rack units (RU) in the cabinet.

10. Fiber Optic Hardware Assembly, Large. Provide a large (up to 288 fibers) rackmounted interconnect center per requirements in section b.8 of this special provision. Ensure it takes up no more than four rack units (RU) in the cabinet.

11. Wall-Mounted Fiber Optic Storage Cabinet.

A. Provide a wall-mounted fiber optic storage cabinet for storage of fiber optic slack cable during initial installation and future cable management.

B. Ensure the storage cabinet has multiple cable entries holes.

C. Size the storage cabinet to accommodate at minimum 500 feet of fiber optic cable slack.

D. Design the storage cabinet for indoor use. Ensure the cabinet has a powder-coat finish and is made of aluminum.

12. Fiber Optic Splice Cabinet.

A. Provide a fiber optic splice cabinet that meets NEMA 3R requirements with minimum dimensions of 46 inches high by 24 inches wide by 20 inches deep. Ensure the cabinet is furnished with an EIA standard 19-inch equipment rack and is fully compatible with the rack-mounted interconnect centers.

B. Design the fiber optic splice cabinet to be mounted on a pedestal as shown on the plans.

C. Ensure the foundation and pedestal for the splice cabinet conforms to the requirements for traffic signal pedestals in sections 820 and 921 of the Standard Specifications for Construction.

D. Use the splice cabinet to facilitate end-to-end reel splices at locations where cable distance exceeds maximum reel length.

E. Use the splice cabinet to facilitate splicing for drop cable locations identified on the plans.

F. Construct all cabinets from 1/8 inch 5052 aluminum. Provide a cabinet with a

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white polyester powder coat finish.

G. Provide sunshields on all four sides and the top of each cabinet, except no shield is required on any side used to mount the cabinet or on any side with an air conditioner. Ensure the sunshields are of the same material as the cabinet walls and have the same finish.

H. Provide an engraved plaque on the front door, displaying the cabinet ID indicated on the plans. Ensure characters are at least 4 inches high with a minimum stroke width of 0.4 inches unless smaller characters are required to fit the ID on one line. Provide a plaque made of multilayered plastic with a black surface over a white interior; the engraving will reveal the white interior.

I.

Welding.

(1) Continuously weld all external welds.

(2) Use the gas tungsten arc (TIG) welding method for all external welds.

(3) Use the gas metal arc (MIG) or TIG welding method for all internal welds.

J. Lifting Eyes and Mounting Brackets.

(1) Provide two removable lifting eyes, each rated to 1,000 pounds, on either side of the top of the cabinet.

(2) Each eye must have a minimum internal diameter of 3/4 inch.

K. Doors.

(1) Ensure front and rear access doors are of same metal grade and finish as the cabinet body.

(2) Hinges are to be approximately 1/8 inch stainless steel piano hinge or continuous door length stainless steel hinges to provide a rigid and strong door construction.

(3) Ensure hinge pin stops are welded on top and bottom to prevent tampering.

(4) Mount hinges on internal side of door, so that hinges cannot be removed without first opening the door.

(5) Ensure the two-position door stop allows the door to remain open at the 90 degree position and at the 120 or 180 degree positions.

(6) Mount the door stop to the top or bottom of the door.

(7) Ensure each door has a 3-point locking/latching mechanism.

(a) Provide three latch points - center, top, and bottom of each door.

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(b) Ensure that the latch points do not move until the cabinet door is unlocked.

(c) Use stainless steel locking bars for the top and bottom latch points capable of withstanding 135 pounds of prying tension applied to the door.

(d) Provide nylon rollers on the top and bottom locking bar ends.

(e) Provide an industrial standard pin tumbler lock (Corbin lock), keyed #2, with two keys per locking mechanism.

(f) Door handle and locking mechanism may be separate.

(g) Provide locking eyes on handle and door, for each door such that a padlock may be installed.

L. Air Intake/Ventilation and Insulation.

(1) Provide a louvered air intake vent near the bottom of each door capable of deflecting water and directing incoming air downward towards the bottom of the cabinet.

(2) Provide a reusable-washable filter that will be placed inside the internal panel.

(3) Provide R-4 insulation on interior sides, top, and both doors.

13. Fiber Optic Tracer Wire.

A. Provide fiber optic tracer wire at locations as indicated on the plans and as directed by the Engineer.

B. Ensure the tracer wire is a single conductor solid copper, American Wire Gauge (AWG) 14/1, gauge size 14, underground, UL Rated.

C. Insulate the tracer wire using High Molecular Weight Polyethylene (HMWPE) meeting ASTM D 1248 or High-Density Polyethylene (HDPE) as approved by the Engineer and be an orange jacket color.

D. Wire connectors must be 3M DBR, IDEAL UnderGround, or approved equal, and must be watertight to provide electrical continuity.

E. The tracer wire must be accessed/connectorized from each handhole.

F. Install minimum 6 feet tracer wire slack at each head end of tracer wire.

c. Construction.

1. Cable Pulling.

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A. Install the cable such that the optical and mechanical characteristics of the fiber are not degraded.

B. Do not violate the minimum bend radius or the maximum tension, both during and after installation. Corner rollers (wheels), if used, must not have radii less than the minimum installation bending radius of the cable. A series array of smaller wheels can be used for accomplishing the bend if the cable manufacturer specifically approves the array.

C. Use a clutch device to ensure the allowable pulling tension is not exceeded, if the cable is pulled by mechanical means. Also, attach a strain gauge to the pulling line at the cable exit location, and at a sufficient distance from the take-up device such that the strain gauge can be read throughout the entire cable pulling operation.

D. Do not leave the let-off reel unattended during a pull to minimize the chance of applying excess force, center pull, or back feeding.

E. Use entry guide chutes to guide the cable into the pull-box conduit ports.

F. Only lubricants approved by the cable manufacturer are permitted. Wipe the exposed cable in a pull box, junction box, or cabinet clean of cable lubricant with a cloth, after the cable has been installed.

G. Use separate grooved rollers for each cable, when simultaneously pulling fiber optic cable with other cables.

H. Seal the fiber optic cable ends to prevent the entry of water.

I. Install cable marker posts every 500 feet and also where the cable changes direction.

J. Install fiber optic tracer wire at locations as indicated on the plans.

2. Cable Slack Requirements. Throughout the cable plant, pull and store excess cable slack at designated intervals. These intervals must occur at each handhole. The following lengths of slack cable are minimums:

A. HH, Round, 3 foot diameter (36 inches)

50 feet

B. HH, Type D

100 feet

3. Optical Splicing Requirements.

A. Use a fusion splicer that automatically positions the Injection and Detection (LID) system when making splices.

fibers using the Light

B. Package each spliced fiber in a heat-shrinkable splice protection sleeve with strength member. Cover the splice and any bare fiber stripped of its coating with the protective sleeve. Completely re-coat bare fibers with a protective gel or similar substance, prior to application of the sleeve or housing to protect the fiber from scoring,

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dirt, or microbending. The use of Room Temperature Vulcanizing (RTV) or silicone sealants is strictly prohibited.

C. Do not splice fibers from a given buffer tube in multiple splice trays.

D. Furnish and install a fiber optic splice cabinet for end-to-end fusion splicing and at device locations where there is no room inside the ITS cabinet for splicing and termination. End-to-end splicing is permitted only when cable distance exceeds maximum reel length and at locations where the bending ratio of the fiber is compromised.

E. No splice is acceptable with an attenuation of greater than 0.06 dB. Test all fibers spliced, end-to-end once the entire splice enclosure has been completed and assembled, unless otherwise indicated on the plans. Accomplish this by measuring the bi-directional loss of the splices with an optical time domain reflectometer (OTDR). If a splice is measured to exceed 0.06 dB during the splicing process, it must be remade until its loss falls below 0.06 dB, unless otherwise approved by the Engineer. Record each attempt for purposes of acceptance.

F. Terminate fibers by splicing them to factory-made pigtails or matching fibers as shown on the plans. Cap all connectors that are not connected to a mating connector.

4. Fiber Acceptance Testing.

A. The basis of fiber acceptance is testing using an optical loss test set (OLTS).

B. Test the fiber after installation, including all splicing and termination, is complete. Note, however, that this test procedure involves measuring the optical loss of any fiber installed by others, prior to splicing to it.

C. For each fiber optic link, including spare fibers, determine whether the optical loss is within the limits permitted by this special provision. A link is defined as a continuous segment of fiber between one connector and another connector.

D. For each fiber link, follow this procedure:

(1) If the link includes fiber installed by others, measure and record the optical loss over that portion of the link before it is spliced to new fiber.

(2) Calculate the maximum allowable loss for the completed link, both at 1310 nm and 1550 nm. Use the following formula:

MAL = MLL + OFL + FSL + MSL + CL

Where:

MAL = Maximum Allowable Loss (calculate at both 1310 nm and 1550 nm) MLL = Maximum Link Loss for cable portions installed by others

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ITS:CLC

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12SP826(D)

OFL = Outdoor Fiber Length in km times (0.35 dB for 1310 nm and 0.25 dB for 1550 nm)

FSL = Number of fusion splices time 0.06 dB

MSL = Number of mechanical splices times 0.3 dB CL = Number of Connections times 0.3 dB Provide this calculation to the Engineer along with the test results.

(3) Calibrate an Optical Loss Test Set (OLTS) and provide evidence satisfactory to the Engineer that the set produces accurate results at both wavelengths. This can be a demonstration that the set correctly measures the loss of a test fiber whose loss is known.

(4) Use the OLTS to measure the loss of the link under test. Record the results at both 1310 nm and 1550 nm, and submit a summary to the Engineer in a tabulated format.

(5) If the measured loss exceeds the calculated maximum, use an OTDR and other test equipment to troubleshoot the link. Take whatever corrective action is required, including cable replacement, to achieve a loss less than the calculated maximum.

E. Fiber Optic Tracer Wire Testing.

(1) Perform a continuity test on all tracer wire in the presence of the Engineer. If the tracer wire is found to be not continuous after testing, repair or replace the failed segment of the wire.

(2) Perform the test via MDOT’s transmitter and tracer, or approved equal, with witness of the Engineer.

5. Documentation. Prepare a diagram showing all the links tested in this project. For the portions installed in this project, show the equipment cabinets, splices, and pigtails. On each line representing a link, show the maximum allowable loss and the actual loss. The actual loss must be the one measured after all corrective actions have been taken. If required by the plans, provide an OTDR trace for all fibers to document the location of the sources of optical loss in the cable.

6. Manufacturer Warranty. All equipment covered by this special provision must carry a manufacturer warranty of 1 year from the date of final acceptance of this project. This includes but is not limited to: the fiber optic cable, ancillary fiber equipment, hardware assemblies, splice enclosures, fiber splice cabinets, tracer wire and fiber optic markers.

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Appendix C – Insurance Requirements INSURANCE REQUIREMENTS FOR CONSTRUCTION SERVICES CONTRACTS

Amounts shown in each section define the limits of coverage required for the agreement.

I. WORKER’S COMPENSATION AND EMPLOYER’S LIABILITY

Worker’s Compensation (Must fully comply with all State and Federal requirements) (Broad Form All States and Voluntary Compensation Endorsement) Employer’s Liability Statutory Requirement Bodily Injury by Accident Each Accident $1,000,000.00 Bodily Injury by Disease Each Occurrence $1,000,000.00 Policy Limit $5,000,000.00 II. GENERAL COMMERCIAL LIABILITY Bodily Injury/Property Damage Each Occurrence $10,000,000.00 General Aggregate $10,000,000.00 Products/Completed Operations Aggregate $10,000,000.00 Personal Injury Aggregate $10,000,000.00 To include: Coverage and terms comparable to ISO CG‐0001 Form Occurrence Form Premises/Operations Coverage Products/Completed Operations (to extend for four (4) years after acceptance of the work by M‐1 RAIL) Contractual liability for risks assumed in this agreement III. AUTOMOBILE LIABILITY Bodily Injury/Property Damage Each Accident $1,000,000.00 To include: Coverage on all owned, non‐owned and hired vehicles Appendices

Coverage

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IV. UMBRELLA LIABILITY Personal Injury/Property Damage Each Occurrence $10,000,000.00 Aggregate $10,000,000.00 To include: Occurrence Insuring Agreement First Dollar Defense Coverage Insuring Agreement, which will: Provide Excess Protection to the Primary Coverage, exclusive of Professional Liability V. PROFESSIONAL LIABILITY Wrongful Act Per Claim $5,000,000.00 Aggregate $5,000,000.00 To include: Insuring Agreement to cover errors and omissions, including loss, costs, and expenses, that result from the operations of the service provider, including subcontractors. Note: With regard to Sections II, III, and IV, a Copy of the Insurance Policy shall be provided to M‐1 RAIL as evidence thereof naming M‐1 RAIL, its officers, directors, agents, and employees and MDOT and its officers, directors, agents and employees as additional insureds for public liability and property damage, and providing for a thirty (30) day notice to M‐1 RAIL prior to change, termination, or cancellation. The vendor(s) shall not have a self‐insurance retention. The amount of any deductibles shall be consistent with prudent industry practices, and the vendor(s) shall be responsible for paying any deductibles.

Appendices

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Appendix D – Required Forms

Appendices

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CONFLICT OF INTEREST DISCLOSURE COMPANY NAME: _________________________________________________________________ ADDRESS: _______________________________________________________________________ CITY: ____________________________________ STATE:_________________ ZIP: ___________ This affidavit of compliance will be the Proposer’s sworn statement regarding conflicts of interest, real or potential, that could impact the Proposer’s ability to deliver the Project. A Conflict of Interest is defined as  An Organization’s inability to render impartial or unbiased services on the Contract for the benefit of M‐1 RAIL;  An impairment in the objectivity of the Organization to deliver Contracted services; and/or  An unfair competitive advantage Due to the Organization’s current activities or relationships with other persons, entities, or projects. Please check one: _____ There are NO Conflicts of Interest for any member of the Proposer’s team. _____ There ARE Conflicts of Interest for one or more members of the Proposer’s team (describe the Proposer’s steps to remedy the Conflict below; attach additional pages if necessary). _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ I hereby declare that all statements are true, accurate and complete as of the date furnished to M‐1 RAIL. AUTHORIZED SIGNATURE:__________________________________________________________ PRINTED NAME: __________________________________________________________________ DATE: ___________________________________________________________________________ Subscribed to before me on this day ____ of _______________, 20___, at _____________________ County, _________________________State. NOTARY PUBLIC SIGNATURE: _____________________________________________ (SEAL) PRINT NAME:_____________________________________________________ My commission expires: _______________________

Appendices

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MDOT Form 3160 – Acknowledgement of Federal Requirements

Appendices

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Michigan Department Of Transportation 3160 (07/12)

PROFESSIONAL and A & E More than $100,000

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INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS

The preceding provisions include, in part, certain Standard Terms and Conditions required by U.S. DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by U.S. DOT, as set forth in the Federal Transit Administration (FTA) Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The { Insert Vendor Name }, hereafter referenced as “CONTRACTOR” shall not perform any act, fail to perform any act, or refuse to comply with any { insert transit agency name }, hereafter referenced as “AGENCY,” requests which would cause AGENCY to be in violation of the FTA terms and conditions. LOBBYING (For projects over $100,000) Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the CONTRACTOR. APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned [CONTRACTOR] certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subcontractors shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any

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

Date

NO GOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal Government. (1) The AGENCY and CONTRACTOR acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the AGENCY, CONTRACTOR, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The CONTRACTOR agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. FALSE OR FRAUDULENT STATEMENTS OR CLAIMS The CONTRACTOR acknowledges and agrees that: (1) Civil Fraud. The Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq., and U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 C.F.R. Part 31, apply to the CONTRACTOR’s activities in connection with the Project. By executing the Grant Agreement or Cooperative Agreement for the Project, the CONTRACTOR certifies or affirms the truthfulness and accuracy of each statement it has made, it makes, or it may make in connection with the Project. In addition to other penalties that may apply, the CONTRACTOR also acknowledges that if it makes a false, fictitious, or fraudulent claim, statement, submission, certification, assurance, or representation to the Federal Government, the Federal Government reserves the right to impose on the CONTRACTOR the penalties of the Program Fraud Civil Remedies Act of 1986, as amended, to the extent the Federal Government deems appropriate. (2) Criminal Fraud. If the CONTRACTOR makes a false, fictitious, or fraudulent claim, statement, submission, certification, assurance, or representation to the Federal Government or includes a false, fictitious, or fraudulent statement or representation in any agreement with the Federal Government in connection with a Project authorized under 49 U.S.C. chapter 53 or any other Federal law, the Federal Government reserves the right to impose on the CONTRACTOR the penalties of 49 U.S.C. § 5323(l), 18 U.S.C. § 1001, or other applicable Federal law to the extent the Federal Government deems appropriate. ACCESS TO THIRD PARTY CONTRACT RECORDS The AGENCY agrees to require, and assures that its CONTRACTOR require, their third party contractors and third party subcontractors at each tier to provide to the U.S. Secretary of Transportation and the Comptroller General of the United States or their duly authorized representatives, access to all third party contract records as required by 49 U.S.C. § 5325(g). The CONTRACTOR further agrees to require, and assures that its

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subcontractors require, their third party contractors and third party subcontractors, at each tier, to provide sufficient access to third party procurement records as needed for compliance with Federal laws and regulations or to assure proper Project management as determined by FTA. CHANGES TO FEDERAL REQUIREMENTS The CONTRACTOR shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between AGENCY and FTA, as they may be amended or promulgated from time to time during the term of this contract. The CONTRACTOR's failure to so comply shall constitute a material breach of this contract in compliance with 49 CFR Part 18. TERMINATION (For projects over $10,000) a. Termination for Convenience (General Provision) The AGENCY may terminate this contract, in whole or in part, at any time by written notice to the CONTRACTOR when it is in the Government's best interest in compliance with 49 U.S.C. Part 18/FTA Circular 4220.1F. The CONTRACTOR shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The CONTRACTOR shall promptly submit its termination claim to AGENCY to be paid. If the CONTRACTOR has any property in its possession belonging to the AGENCY, the CONTRACTOR will account for the same, and dispose of it in the manner the AGENCY directs. b. Termination for Default [Breach or Cause] (General Provision) If the CONTRACTOR does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the CONTRACTOR fails to perform in the manner called for in the contract, or if the CONTRACTOR fails to comply with any other provisions of the contract, the AGENCY may terminate this contract for default. Termination shall be effected by serving a notice of termination on the CONTRACTOR setting forth the manner in which the CONTRACTOR is in default. The CONTRACTOR will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the AGENCY that the CONTRACTOR had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the CONTRACTOR, the AGENCY, after setting up a new delivery of performance schedule, may allow the CONTRACTOR to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure (General Provision) The AGENCY in its sole discretion may, in the case of a termination for breach or default, allow the CONTRACTOR ten (10) days in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions. If CONTRACTOR fails to remedy to AGENCY's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within ten (10) days after receipt by CONTRACTOR of written notice from AGENCY setting forth the nature of said breach or default, AGENCY shall have the right to terminate the Contract without any further obligation to CONTRACTOR. Any such termination for default shall not in any way operate to preclude AGENCY from also pursuing all available remedies against CONTRACTOR and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that AGENCY elects to waive its remedies for any breach by CONTRACTOR of any covenant, term or condition of this Contract, such waiver by AGENCY shall not limit AGENCY 's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. e. Termination for Convenience (Professional or Transit Service Contracts) The AGENCY, by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the AGENCY shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. f. Termination for Default (Supplies and Service) If the CONTRACTOR fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the CONTRACTOR fails to comply with any other provisions of this contract, the AGENCY may terminate this contract for default. The AGENCY shall terminate by delivering to the CONTRACTOR a Notice of Termination specifying the nature of the default. The CONTRACTOR will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the CONTRACTOR was not in default, the rights and

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obligations of the parties shall be the same as if the termination had been issued for the convenience of the CONTRACTOR. g. Termination for Default (Transportation Services) If the CONTRACTOR fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if the CONTRACTOR fails to comply with any other provisions of this contract, the AGENCY may terminate this contract for default. The AGENCY shall terminate by delivering to the CONTRACTOR a Notice of Termination specifying the nature of default. The CONTRACTOR will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the CONTRACTOR has possession of AGENCY goods, the CONTRACTOR shall, upon direction of the AGENCY, protect and preserve the goods until surrendered to the AGENCY or its agent. The CONTRACTOR and AGENCY shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the CONTRACTOR was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the AGENCY. h. Termination for Default (Construction) If the CONTRACTOR refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the CONTRACTOR fails to comply with any other provisions of this contract, the AGENCY may terminate this contract for default. The AGENCY shall terminate by delivering to the CONTRACTOR a Notice of Termination specifying the nature of the default. In this event, the AGENCY may take over the work and complete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The CONTRACTOR and its sureties shall be liable for any damage to the AGENCY resulting from the CONTRACTOR's refusal or failure to complete the work within specified time, whether or not the CONTRACTOR's right to proceed with the work is terminated. This liability includes any increased costs incurred by the AGNECY in completing the work. The CONTRACTOR's right to proceed shall not be terminated, nor the CONTRACTOR charged with damages under this clause if: 1. the delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the CONTRACTOR. Examples of such causes include: acts of God, acts of the AGENCY, acts of another CONTRACTOR in the performance of a contract with the CONTRACTOR, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. the CONTRACTOR, within [10] days from the beginning of any delay, notifies the AGENCY in writing of the causes of delay. If in the judgment of the AGENCY, the delay is excusable, the time for completing the work shall be extended. The judgment of the AGENCY shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. a. If, after termination of the CONTRACTOR's right to proceed, it is determined that the CONTRACTOR was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the CONTRACTOR. i. Termination for Convenience or Default (Architect and Engineering) The AGENCY may terminate this contract in whole or in part, for the CONTRACTOR's convenience or because of the failure of the CONTRACTOR to fulfill the contract obligations. The AGENCY shall terminate by delivering to the CONTRACTOR a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the CONTRACTOR shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for the convenience of the CONTRACTOR, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the CONTRACTOR to fulfill the contract obligations, the AGENCY may complete the work by contract or otherwise and the CONTRACTOR shall be liable for any additional cost incurred by the AGENCY. If, after termination for failure to fulfill contract obligations, it is determined that the CONTRACTOR was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the CONTRACTOR.

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j. Termination for Convenience of Default (Cost-Type Contracts) The AGENCY may terminate this contract, or any portion of it, by serving a notice or termination on the CONTRACTOR. The notice shall state whether the termination is for convenience of the AGENCY or for the default of the CONTRACTOR. If the termination is for default, the notice shall state the manner in which the CONTRACTOR has failed to perform the requirements of the contract. The CONTRACTOR shall account for any property in its possession paid for from funds received from the AGENCY, or property supplied to the CONTRACTOR by the AGENCY. If the termination is for default, the AGENCY may fix the fee, if the contract provides for a fee, to be paid the CONTRACTOR in proportion to the value, if any, of work performed up to the time of termination. The CONTRACTOR shall promptly submit its termination claim to the AGENCY and the parties shall negotiate the termination settlement to be paid the CONTRACTOR. If the termination is for the convenience of the AGENCY, the CONTRACTOR shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the AGENCY determines that the CONTRACTOR has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the CONTRACTOR, the AGENCY, after setting up a new work schedule, may allow the CONTRACTOR to continue work, or treat the termination as a termination for convenience. CIVIL RIGHTS (For projects over $10,000) The CONTRACTOR agrees to comply with all applicable civil rights laws and regulations, in accordance with applicable Federal directives, except to the extent that the Federal Government determines otherwise in writing. These include, but are not limited to, the following: a. Nondiscrimination in Federal Public Transportation Programs. The CONTRACTOR agrees to comply, and assures the compliance of each subcontractor, lessee, third party contractor, or other participant at any tier of the Project, with the provisions of 49 U.S.C. § 5332, which prohibit discrimination on the basis of race, color, creed, national origin, sex, or age, and prohibits discrimination in employment or business opportunity. b. Nondiscrimination – Title VI of the Civil Rights Act. The CONTRACTOR agrees to comply, and assures the compliance of each subcontractor, lessee, third party contractor, or other participant at any tier of the Project, with all provisions prohibiting discrimination on the basis of race, color, or national origin of Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d et seq., and with U.S. DOT regulations, “Nondiscrimination in Federally-Assisted Programs of the Department of Transportation – Effectuation of Title VI of the Civil Rights Act,” 49 C.F.R. Part 21. Except to the extent FTA determines otherwise in writing, the CONTRACTOR agrees to follow all applicable provisions of the most recent edition of FTA Circular 4702.1A, “Title VI and Title VI-Dependent Guidelines for Federal Transit Administration Recipients,” and any other applicable Federal directives that may be issued. c. Equal Employment Opportunity. The CONTRACTOR agrees to comply, and assures the compliance of each subcontractor, lessee, third party contractor, or other participant at any tier of the Project, with all equal employment opportunity (EEO) provisions of 49 U.S.C. § 5332, with Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., and implementing Federal regulations and any later amendments thereto. Except to the extent FTA determines otherwise in writing, the CONTRACTOR also agrees to follow all applicable Federal EEO directives that may be issued. Accordingly: (1) General. The CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, sex, disability, age, or national origin. The CONTRACTOR agrees to take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, religion, sex, disability, age, or national origin. Such action shall include, but not be limited to, employment, upgrading, demotions or transfers, recruitment or recruitment advertising, layoffs or terminations; rates of pay or other forms of compensation; and selection for training, including apprenticeship. (2) Equal Employment Opportunity Requirements for Construction Activities. For activities determined by the U.S. Department of Labor (U.S. DOL) to qualify as “construction,” the CONTRACTOR agrees to comply and assures the compliance of each subcontractor, lessee, third party contractor, or other participant, at any tier of the Project, with all requirements of U.S. DOL regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41 C.F.R. Parts 60 et seq.; with implementing Executive Order No. 11246, “Equal Employment Opportunity,” as amended by Executive Order No. 11375, “Amending Executive Order No. 11246 Relating to Equal Employment Opportunity,” 42 U.S.C. § 2000e note,

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and with other applicable EEO laws and regulations, and also agrees to follow applicable Federal directives, except as the Federal Government determines otherwise in writing. d. Nondiscrimination on the Basis of Sex. The CONTRACTOR agrees to comply with all applicable requirements of Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. §§ 1681 et seq., and with implementing U.S. DOT regulations, “Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance,” 49 C.F.R. Part 25, that prohibit discrimination on the basis of sex. e. Nondiscrimination on the Basis of Age. The CONTRACTOR agrees to comply with all applicable requirements of: (1) The Age Discrimination Act of 1975, as amended, 42 U.S.C. §§ 6101 et seq., and with implementing U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. Part 90, which prohibit discrimination against individuals on the basis of age in the administration of programs or activities receiving Federal financial assistance. (2) The Age Discrimination in Employment Act (ADEA) 29 U.S.C. §§ 621 through 634 and with implementing U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. Part 1625, which prohibits discrimination against individuals on the basis of age. f. Drug or Alcohol Abuse-Confidentiality and Other Civil Rights Protections. To the extent applicable, the CONTRACTOR agrees to comply with the confidentiality and civil rights protections of the Drug Abuse Office and Treatment Act of 1972, as amended, 21 U.S.C. §§ 1101 et seq., the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended, 42 U.S.C. §§ 4541 et seq., and the Public Health Service Act of 1912, as amended, 42 U.S.C. §§ 290dd through 290dd-2, and any amendments thereto. g. Access to Services for Persons with Limited English Proficiency. The CONTRACTOR agrees to facilitate compliance with the policies of Executive Order No. 13166, “Improving Access to Services for Persons with Limited English Proficiency,” 42 U.S.C. § 2000d-1 note, and follow applicable provisions of U.S. DOT Notice, “DOT Policy Guidance Concerning Recipients’ Responsibilities to Limited English Proficiency (LEP) Persons,” 70 Fed. Reg. 74087, December 14, 2005, except to the extent that FTA determines otherwise in writing. h. Environmental Justice. The CONTRACTOR agrees to facilitate compliance with the policies of Executive Order No. 12898, “Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations,” 42 U.S.C. § 4321 note, except to the extent that the Federal Government determines otherwise in writing. i. Other Nondiscrimination Laws. The CONTRACTOR agrees to comply with applicable provisions of other Federal laws and regulations, and follow applicable Federal directives prohibiting discrimination, except to the extent the Federal Government determines otherwise in writing. DISADVANTAGED BUSINESS ENTERPRISE To the extent authorized by Federal law, the CONTRACTOR agrees to facilitate participation by Disadvantaged Business Enterprises (DBEs) in the Project and assures that each subcontractor, lessee, third party contractor, or other participant at any tier of the Project will facilitate participation by DBEs in the Project to the extent applicable as follows: (1) The CONTRACTOR agrees and assures that it shall comply with section 1101(b) of SAFETEA-LU, 23 U.S.C. § 101 note, and U.S. DOT regulations, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs,” 49 C.F.R. Part 26. (2) The CONTRACTOR agrees and assures that it shall not discriminate on the basis of race, color, sex, or national origin in the award and performance of any subagreement, lease, third party contract, or other arrangement supported with Federal assistance derived from U.S. DOT in the administration of its DBE program and shall comply with the requirements of 49 C.F.R. Part 26. The CONTRACTOR agrees to take all necessary and reasonable steps as set forth in 49 C.F.R. Part 26 to ensure nondiscrimination in the award and administration of all subagreements, leases, third party contracts, and other arrangements supported with Federal assistance derived from U.S. DOT. As required by 49 C.F.R. Part 26, the CONTRACTOR’s DBE program approved by U.S. DOT, if any, is incorporated by reference and

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made part of the Grant Agreement or Cooperative agreement for the Project. The CONTRACTOR agrees that it has a legal obligation to implement its approved DBE program, and that its failure to carry out that DBE program shall be treated as a violation of the Grant Agreement or Cooperative Agreement for the Project and this Master Agreement. Upon notification by U.S. DOT to the CONTRACTOR of the CONTRACTOR’s failure to implement its approved DBE program, U.S. DOT may impose the sanctions as set forth in 49 C.F.R. Part 26 and may, in appropriate cases, refer the matter to the appropriate Federal authorities for enforcement under 18 U.S.C. § 1001, or the Program Fraud Civil Remedies Act, 31 U.S.C. §§ 3801 et seq., or both. DEBARMENT AND SUSPENSION (For projects over $25,000) The CONTRACTOR agrees to comply, and assures the compliance of each subcontractor, lessee, third party contractor, or other participant at any tier of the Project, with Executive Orders Nos. 12549 and 12689, “Debarment and Suspension,” 31 U.S.C. § 6101 note, and U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 C.F.R. Part 1200, which adopts and supplements the provisions of U.S. Office of Management and Budget (U.S. OMB) “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” 2 C.F.R. Part 180. The CONTRACTOR agrees to, and assures that its subcontractors, lessees, third party contractors, and other participants at any tier of the Project will, review the “Excluded Parties Listing System” at https:www.sam.gov/portal/public/SAM/ before entering into any subagreement, lease, third party contract, or other arrangement in connection with the Project. BREACHES AND DISPUTE RESOLUTION (For project over $100,000) In compliance with 49 CFR Part 18/FTA Circular 4220.1F: Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of AGENCY. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the CONTRACTOR mails or otherwise furnishes a written appeal to the AGENCY. In connection with any such appeal, the CONTRACTOR shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the AGENCY shall be binding upon the CONTRACTOR and the CONTRACTOR shall abide be the decision. Performance During Dispute - Unless otherwise directed by AGENCY, CONTRACTOR shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the AGENCY and the CONTRACTOR arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the AGENCY is located. Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the AGENCY or CONTRACTOR shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. CLEAN AIR (For project over $100,000) (1) The CONTRACTOR agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq/40 CFR 15.61/49 CFR Part 18. The CONTRACTOR agrees to report each violation to the AGENCY and understands and agrees that the AGENCY will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office.

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(2) The CONTRACTOR also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. CLEAN WATER REQUIREMENTS (For project over $100,000) (1) The CONTRACTOR agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The CONTRACTOR agrees to report each violation to the AGENCY and understands and agrees that the AGENCY will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The CONTRACTOR also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. FLY AMERICA (FOR FOREIGN AIR TRANSPORT OR TRAVEL) The CONTRACTOR understands and agrees that the Federal Government will not participate in the costs of international air transportation of any individuals involved in or property acquired for the Project unless that air transportation is provided by U.S.-flag air carriers to the extent such service is available, in compliance with section 5 of the International Air Transportation Fair Competitive Practices Act of 1974, as amended, 49 U.S.C. § 40118, and U.S. GSA regulations, “Use of United States Flag Air Carriers,” 41 C.F.R. §§ 301-10.131 through 301-10.143. SEISMIC SAFETY (A&E FOR NEW BUILDINGS AND ADDITIONS) The CONTRACTOR agrees to comply with the Earthquake Hazards Reduction Act of 1977, as amended, 42 U.S.C. §§ 7701 et seq., in accordance with Executive Order No. 12699, “Seismic Safety of Federal and Federally-Assisted or Regulated New Building Construction,” 42 U.S.C. § 7704 note, and comply with implementing U.S. DOT regulations, “Seismic Safety,” 49 C.F.R. Part 41 (specifically, 49 C.F.R. § 41.117). PATENT RIGHTS (RESEARCH AND DEVELOPMENT) a. General. If any invention, improvement, or discovery of the CONTRACTOR or of any subcontractor, lessee, third party contractor, or other participant at any tier of the Project is conceived or first actually reduced to practice in the course of or under the Project, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, the CONTRACTOR agrees to notify FTA immediately and provide a detailed report in a format satisfactory to FTA. b. Federal Rights. The CONTRACTOR agrees that its rights and responsibilities, and those of each subcontractor, lessee, third party contractor, or other participant at any tier of the Project, pertaining to that invention, improvement, or discovery will be determined in accordance with applicable Federal laws and regulations, including any waiver thereof. Absent a determination in writing to the contrary by the Federal Government, the CONTRACTOR agrees to transmit to FTA those rights due the Federal Government in any invention, improvement, or discovery resulting from that subagreement, third party contract, third party subcontract, or arrangement, as specified in 35 U.S.C. §§ 200 et seq., and U.S. Department of Commerce regulations, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” 37 C.F.R. Part 401, irrespective of the status of the CONTRACTOR, subcontractor, lessee, third party contractor or other participant in the Project (i.e., a large business, small business, State government, State instrumentality, local government, Indian tribe, nonprofit organization, institution of higher education, or individual). c. License Fees and Royalties. FTA considers income earned from license fees and royalties for patents, patent applications, and inventions produced under the Project to be program income. Except to the extent FTA determines otherwise in writing, as provided in 49 C.F.R. Parts 18 and 19, the CONTRACTOR has no obligation to the Federal Government with respect to that program income, apart from compliance with 35 U.S.C. §§ 200 et seq., which applies to patent rights developed under a research project.

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RIGHTS IN DATA AND COPYRIGHTS (RESEARCH AND DEVELOPMENT) a. Definition. The term “subject data,” as used in this Section 18 of this Master Agreement means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the Grant Agreement or Cooperative Agreement for the Project. Examples include, but are not limited to: computer software, standards, specifications, engineering drawings and associated lists, process sheets, manuals, technical reports, catalog item identifications, and related information. “Subject data,” as used in this Section 18, does not include financial reports, cost analyses, or other similar information used for Project administration. b. General. The following restrictions apply to all subject data first produced in the performance of the Grant Agreement or Cooperative Agreement for the Project: (1) Except for its own internal use, the CONTRACTOR may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the CONTRACTOR authorize others to do so, without the prior written consent of the Federal Government, unless the Federal Government has previously released or approved the release of such data to the public. (2) The restrictions on publication of Subsection 18.b(1) of this Master Agreement, however, do not apply to a Grant Agreement or Cooperative Agreement with an institution of higher learning. c. Federal Rights in Data and Copyrights. The CONTRACTOR agrees to provide to the Federal Government a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for Federal Government purposes the subject data described in this Subsection 18.c of this Master Agreement. As used herein, “for Federal Government purposes,” means use only for the direct purposes of the Federal Government. Without the copyright owner’s consent, the Federal Government may not provide or otherwise extend to other parties the Federal Government’s license to: (1) Any subject data developed under the Grant Agreement or Cooperative Agreement for the Project, or under a subagreement, lease, third party contract or other arrangement at any tier of the Project, supported with Federal assistance derived from the Grant Agreement or Cooperative Agreement for the Project, whether or not a copyright has been obtained; and (2) Any rights of copyright to which a CONTRACTOR, subcontractor, lessee, third party contractor, or other participant at any tier of the Project purchases ownership using Federal assistance. d. Special Federal Rights in Data for Research, Development, Demonstration, and Special Studies Projects. In general, FTA’s purpose in providing Federal assistance for a research, development, demonstration, or special studies Project is to increase transportation knowledge, rather than limit the benefits of the Project to Project participants. Therefore, when the Project is completed, the CONTRACTOR agrees to provide a Project report that FTA may publish or make available for publication on the Internet. In addition, the CONTRACTOR agrees to provide other reports pertaining to the Project that FTA may request. The CONTRACTOR agrees to identify clearly any specific confidential, privileged, or proprietary information it submits to FTA. In addition, except to the extent that FTA determines otherwise in writing, the CONTRACTOR of Federal assistance to support a research, development, demonstration, or a special studies Project agrees that, in addition to the rights in data and copyrights that it must provide to the Federal Government as set forth in Subsection 18.c of this Master Agreement, FTA may make available to any FTA CONTRACTOR, subcontractor, third party contractor, third party subcontractor or other participant at any tier of the Project, either FTA’s license in the copyright to the subject data or a copy of the subject data. If the Project is not completed for any reason whatsoever, all data developed under the Project shall become subject data as defined in Subsection 18.a of this Master Agreement and shall be delivered as the Federal Government may direct. This Subsection 18.d, however, does not apply to adaptations of automatic data processing equipment or programs for the CONTRACTOR’s use when the costs thereof are financed with Federal assistance through an FTA capital program. e. License Fees and Royalties. FTA considers income earned from license fees and royalties for copyrighted material, or trademarks produced under the Project to be program income. Except to the extent FTA determines otherwise in writing, as provided in 49 C.F.R. Parts 18 and 19, the CONTRACTOR has no obligation to the Federal Government with respect to that program income, apart from compliance with 35 U.S.C. §§ 200 et seq., which applies to patent rights developed under a research project. f. Hold Harmless. Except as prohibited or otherwise limited by State law or except to the extent that FTA determines otherwise in writing, upon request by the Federal Government, the CONTRACTOR agrees to indemnify, save, and hold harmless the Federal Government and its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any

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willful or intentional violation by the CONTRACTOR of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under the Project. The CONTRACTOR shall not be required to indemnify the Federal Government for any such liability caused by the wrongful acts of Federal employees or agents. g. Restrictions on Access to Patent Rights. Nothing in Section 18 of this Master Agreement pertaining to rights in data shall either imply a license to the Federal Government under any patent or be construed to affect the scope of any license or other right otherwise granted to the Federal Government under any patent. h. Data Developed Without Federal Funding or Support. In connection with the Project, the CONTRACTOR may find it necessary to provide data to FTA developed without any Federal funding or support by the Federal Government. The requirements of Subsections 18.b, 18.c, and 18.d of this Master Agreement do not apply to data developed without Federal funding or support by the Federal Government, even though that data may have been used in connection with the Project. Nevertheless, the CONTRACTOR understands and agrees that the Federal Government will not be able to protect data from unauthorized disclosure unless that data is clearly marked “Proprietary” or “Confidential.” i. Requirements to Release Data. To the extent required by U.S. DOT regulations, “Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations,” at 49 C.F.R. § 19.36(d), or other applicable Federal laws or Federal regulations, the CONTRACTOR understands and agrees that the data and information it submits to the Federal Government may be required to be released in accordance with the Freedom of Information Act (or another Federal law or Federal regulation providing access to such records). ENERGY CONSERVATION The CONTRACTOR agrees to comply with applicable mandatory energy efficiency standards and policies of applicable State energy conservation plans issued in accordance with the Energy Policy and Conservation Act, as amended, 42 U.S.C. §§ 6321 et seq., except to the extent that the Federal Government determines otherwise in writing. To the extent applicable, the CONTRACTOR agrees to perform an energy assessment for any building constructed, reconstructed, or modified with FTA assistance, as provided in FTA regulations, “Requirements for Energy Assessments,” 49 C.F.R. Part 622, Subpart C. NATIONAL INTELLIGENT TRANSPORTATION SYSTEMS (ITS) ARCHITECTURE AND STANDARDS (For all ITS projects) To the extent applicable, the CONTRACTOR agrees to conform to the National Intelligent Transportation Systems (ITS) Architecture and Standards as required by SAFETEA-LU § 5307(c), 23 U.S.C. § 512 note, and follow the provisions of FTA Notice, “FTA National ITS Architecture Policy on Transit Projects,” 66 Fed. Reg. 1455 et seq., January 8, 2001, and any other implementing directives FTA may issue at a later date, except to the extent FTA determines otherwise in writing. ACCESS FOR INDIVIDUALS WITH DISABILITIES (A&E) The CONTRACTOR agrees to comply with 49 U.S.C. § 5301(d), which states the Federal policy that elderly individuals and individuals with disabilities have the same right as other individuals to use public transportation services and facilities, and that special efforts shall be made in planning and designing those services and facilities to implement transportation accessibility rights for elderly individuals and individuals with disabilities. The CONTRACTOR also agrees to comply with all applicable provisions of section 04 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination on the basis of disability in the administration of programs or activities receiving Federal financial assistance; with the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. §§ 12101 et seq., which requires that accessible facilities and services be made available to individuals with disabilities; with the Architectural Barriers Act of 1968, as amended, 42 U.S.C. §§ 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities; and with other laws and amendments thereto pertaining to access for individuals with disabilities that may be applicable. In addition, the CONTRACTOR agrees to comply with applicable implementing Federal regulations, and any later amendments thereto, and agrees to follow applicable Federal implementing directives, except to the extent FTA approves otherwise in writing. Among those regulations and directives are:

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(1) U.S. DOT regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49 C.F.R. Part 37; (2) U.S. DOT regulations, “Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance,” 49 C.F.R. Part 27; (3) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB)/U.S. DOT regulations, “Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles,” 36 C.F.R. Part 1192 and 49 C.F.R. Part 38; (4) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability in State and Local Government Services,” 28 C.F.R. Part 35; (5) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities,” 28 C.F.R. Part 36; (6) U.S. General Services Administration (U.S. GSA) regulations, “Accommodations for the Physically Handicapped,” 41 C.F.R. Subpart 101-19; (7) U.S. EEOC, “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 C.F.R. Part 1630; (8) U.S. Federal Communications Commission regulations, “Telecommunications Relay Services and Related Customer Premises Equipment for the Hearing and Speech Disabled,” 47 C.F.R. Part 64, Subpart F; (9) U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36 C.F.R. Part 1194; (10) FTA regulations, “Transportation for Elderly and Handicapped Persons,” 49 C.F.R. Part 609; and (11) Federal civil rights and nondiscrimination directives implementing the foregoing Federal laws and regulations, except to the extent the Federal Government determines otherwise in writing. STATE, TERRITORIAL, AND LOCAL LAW Should a Federal law pre-empt a State, territorial, or local law, regulation, or ordinance, the CONTRACTOR must comply with the Federal law and implementing regulations. Nevertheless, no provision of the Grant Agreement or Cooperative Agreement for the Project, or this Master Agreement requires the CONTRACTOR to observe or enforce compliance with any provision, perform any other act, or do any other thing in contravention of State, territorial, or local law, regulation, or ordinance. Thus if compliance with any provision of the Grant Agreement or Cooperative Agreement for the Project, or this Master Agreement violates or would require the CONTRACTOR to violate any State, territorial, or local law, regulation, or ordinance, the CONTRACTOR agrees to notify FTA immediately in writing. Should this occur, FTA and the CONTRACTOR agree that they will make appropriate arrangements to proceed with or, if necessary, terminate the Project expeditiously.

Final M-1 RAIL Fiber RFP Issue11!13!2014

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