Exhibit
10.1

     

    AGREEMENT
TO PROVIDE ACCESS-A-RIDE PARATRANSIT

    TRANSPORTATION
SERVICE

     

    CONTRACT
NO. 07H9751C

     

    AGREEMENT made this 24th day
of December, 2008, between the New York City Transit Authority ("Authority, NYCT
or Transit"), a New York State public benefit corporation organized and existing
pursuant to the laws of the state of New York and having its principal offices
at 2 Broadway, New York, NY 10004, and Atlantic Paratrans of NYC, Inc.
(hereafter the "Contractor") a New York corporation with its principal offices
located at 7 North Street, Staten Island, NY 10302.

     

    WHEREAS, the Authority
solicited proposals for Access-A-Ride Paratransit Transportation Service in
accordance with the applicable provisions of the Public Authorities Law of the
State of New York; and

     

    WHEREAS, following receipt of
proposals, the Authority initiated negotiations with Proposers, including the
Contractor; and

     

    WHEREAS, the Contractor
represents that it has the requisite financial, technical, professional and
personnel resources to fully and properly perform this Agreement;
and

     

    WHEREAS, the Contractor's Best
and Final Offer submitted on June 26, 2008, as ultimately accepted by the
Authority.

     

    NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained herein and other
good and valuable consideration, and based on the foregoing recitals which fonn
a part of this Agreement, the parties hereto agree as follows:

     

    1.       Contents
of Agreement.

     

    This
Agreement shall consist of the following contract documents (the "Contract
Documents"), which are attached hereto and incorporated herein, or, if not
physically so attached hereto, are deemed to be attached hereto consisting
of:

     

    
      	
               
      

            	
              a)

            	
              The
      Notice of Award; and

            


    

     

    
      	
               
      

            	
              b)

            	
              The
      provisions of this Agreement; the Important Notice to Proposers including
      the final Contract Terms and Conditions attached hereto, including the
      Specific Contract Provisions and the General Contract Provisions which
      incorporate the pre-award Addenda and changes to the Contract Terms and
      Conditions set forth in the request for Best and Final Offer (BAFO), the
      Testimonium and Acknowledgement pages;
and

            


    

     

    
      	
            	
              c)

            	
              The
      following Attachments:

            


    

     

    
      	
               
      

            	
              Attachment
      No. 1

            	
              Scope
      of Work (Final)

            


    

    
      	
               
      

            	
              Attachment
      No. 2

            	
              Price
      Schedule

            


    

    
      	
               
      

            	
              Attachment
      No. 3

            	
              Form
      of Vehicle Lease Agreement

            


    

     

    
      
         


      

      
        Page
1

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              Attachment
      No. 4

            	
              Schedule
      A, Insurance Requirements

            


    

    
      	
               
      

            	
              Attachment
      No. 5

            	
              Schedule
      J, Responsibility Questionnaire

            


    

    
      	
               
      

            	
              Attachment
      No. 6

            	
              Schedule
      K, Opportunities for Minority and Women Owned Business
      Enterprises

            


    

    
      	
               
      

            	
              Attachment
      No. 7

            	
              Schedule
      W, Compliance with NYS Finance Law Sections 139-j and
  139-k

            


    

    
      	
               
      

            	
              Attachment
      No. 8

            	
              Schedule
      X, Federal Drug and Alcohol Testing
Requirements

            


    

    
      	
               
      

            	
              Attachment
      No. 9

            	
              Sample
      Printed Trip Ticket

            


    

    
      	
               
      

            	
              Attachment
      No. 10

            	
              Sample
      Printed Manifest

            


    

    
      	
               
      

            	
              Attachment
      No. 11

            	
              Operator
      Vehicle Condition (OVC) Card

            


    

    
      	
               
      

            	
              Attachment
      No. 12

            	
              Preventative
      Maintenance Worksheet

            


    

    
      	
               
      

            	
              Attachment
      No. 13

            	
              DMV
      Approved Accident Prevention Course
Providers

            


    

    
      	
               
      

            	
              Attachment
      No. 14

            	
              Road
      Call Form

            


    

    
      	
               
      

            	
              Attachment
      No. 15

            	
              Paratransit
      Accident/Incident Reports

            


    

    
      	
               
      

            	
              Attachment
      No. 16

            	
              National
      Transit Database (NTD) Safety and Security
  Requirements

            


    

    
      	
               
      

            	
              Attachment
      No. 17

            	
              AAR
      Coupon

            


    

    
      	
               
      

            	
              Attachment
      No. 18

            	
              Driver
      Hire/Drop Notice

            


    

    
      	
               
      

            	
              Attachment
      No. 19

            	
              Midnight
      Fleet Verification Form

            


    

    
      	
               
      

            	
              Attachment
      No. 20

            	
              Warranty
      Information for Sedans

            


    

    
      	
               
      

            	
              Attachment
      No. 21

            	
              Warranty
      Information for Vans

            


    

    
      	
               
      

            	
              Attachment
      No. 22

            	
              Customer
      No Show Form

            


    

    
      	
               
      

            	
              Attachment
      No. 23

            	
              Maintenance
      Performed/Supplies Usage Report

            


    

    
      	
               
      

            	
              Attachment
      No. 24

            	
              FTA
      Drug and Alcohol Testing Program

            


    

    
      	
               
      

            	
              Attachment
      No. 25

            	
              Operator
      Transfer Forms

            


    

    
      	
               
      

            	
              Attachment
      No. 26

            	
              Operator
      Check by Road Supervisor Form

            


    

    
      	
               
      

            	
              Attachment
      No. 27

            	
              Vehicle
      Lettering Illustration

            


    

    
      	
               
      

            	
              Attachment
      No. 28

            	
              Fleet
      Profile

            


    

    
      	
               
      

            	
              Attachment
      No. 29

            	
              Common
      Carrier Application

            


    

    
      	
               
      

            	
              Attachment
      No. 30

            	
              Start
      Up/Expansion Plan

            


    

    
      	
               
      

            	
              Attachment
      No. 31

            	
              Original
      RFP, Addenda 1 through 5 and Best and Final Offer Request (Included by
      Reference); and

            


    

     

    
      	
               
      

            	
              d)

            	
              The
      Contractor’s BAFO Price Proposal dated June 26, 2008, as corrected or
      revised on or about July 3, 2008 (as ultimately accepted by the
      Authority), which is not physically attached hereto.  This
      Agreement is deemed to include the entire BAFO Price Proposal by
      reference, which the Contractor deems to be propriety and confidential to
      the extent that it contains the basis for Contractor’s
      pricing.  It is understood that this shall not be construed to
      preclude or limit the Authority’s disclosure for the Price Schedule,
      Attachment 2, hereto; and

            


    

     

    
      	
               
      

            	
              e)

            	
              The
      Contractor’s Schedule J Responsibility Questionnaire (Attachment No. 5)
      which is not physically attached hereto.  The Agreement is
      deemed to include by reference those portions of the Responsibility
      Questionnaire which contain additional conditions and obligations on the
      Contractor and rights in favor of the Authority;
  and

            


    

     

    
      
         


      

      
        Page
2

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              f)

            	
              The
      original RFP, Addenda 1 through 5 and the request for Best and Final
      Offers is hereby included by reference.  In addition, the
      portions of Addenda 1 though 5 which modified language in the Contract
      Documents have been incorporated
herein.

            


    

     

    
      	
              2. 

            	
              Project
      Description.

            


    

     

    The Scope
of Work for this Project is set forth in the Attachment No. 1 to the
Agreement.  The Contractor agrees to complete the Work in accordance
with said Agreement.

     

    
      	
              3.

            	
              Contractor’s
      Duties and Responsibilities.

            


    

     

    The
Contractor shall be responsible for performing all Work outlined or described in
detail in this Agreement for fulfillment of the Work. The Authority is
responsible only for performance obligations that by the terms of this Agreement
are clearly assigned to the Authority.

     

    It is
understood that the term “Contract” as used in Contract Documents, shall
generally be synonymous with the word “Agreement,” as used herein, and the words
“Work” and “Project.” As used herein and elsewhere in the Contract Documents are
generally synonymous with one another.  Other terms used herein which
are defined terms elsewhere in the Contract Documents shall have the same
meanings as set forth in the latter, unless, by the context in which such term
is used herein, a different meaning is apparently intended.

     

    This
Agreement shall be deemed to have been jointly drafted, and, in construing and
interpreting this Agreement, no provision hereof shall be construed or
interpreted for or against either party hereto on the ground that such
provision, any other provision or the Agreement as a whole was purportedly
prepared or requested by such party.

     

    THE
REMAINDER OF THIS PAGE IS PURPOSELY LEFT BLANK

     

    
      
         


      

      
        Page
3

        
          

        

      

      
         


      

    

     

    CONTRACT
EXECUTION

     

    CONTRACT
NO. 07H9751C

     

    In
WITNESS WHEREOF, this Contract has been executed by both the NEW YORK CITY
TRANSIT AUTHORITY and ATLANTIC PARATRANS OF NYC, INC., the CONTRACTOR*, on the day and
year indicated on the applicable “Acknowledgment” documents.  The
CONTRACTOR, if a corporation has also affixed its seal to this instrument on the
day and year indicated on the “Acknowledgment for the CONTRACTOR”
document.

     

    THE NEW
YORK CITY TRANSIT AUTHORITY

     

    
      
        
          
            	 
      	
                    By:

                  	
                    /s/ Timothy r. Rooney

                  	 
      	
                    12/24/08

                  
	 
      	 
      	
                         
      Timothy P. Rooney

                  	 
      	
                    Date

                  
	 
      	 
      	
                    Assistant
      Chief Procurement Officer

                  	 
      	 
      


          

        

      

    

     

    THE
CONTRACTOR

     

                                     ATLANTIC
PARATRANS OF NYC,
INC.                           
(Seal)

     

    By:
_Domenic Gatto,
CEO/President_______

    (Print
Name and Title)

     

    
      
        
          	 
      	
                  By:

                	
                  /s/ Domenic Gatto

                	 
      	
                  12/23/08

                
	 
      	 
      	
                  (Signature)

                	 
      	
                  Date

                


        

      

    

     

    
      
        

      

    

    
      *
The Contractor, if a partnership, joint venture or corporation, must execute
this Contract in the exact firm or corporate name as it appears in its
partnership or joint venture agreement or certificate of
incorporation.  If the Contractor is a corporation and this Contract
is executed by an Officer other than the President or Vice President, the
Contractor shall furnish a certified copy of by-laws or a resolution authorizing
said Officer to sign, unless same has previously been furnished to the
Authority.  If the Contractor is a joint venture or partnership, and
an individual executes this Contract on behalf of more than one member of the
joint venture or partnership, documentation shall be furnished establishing such
individual’s authority to bind each such member.

    


    
      
         


      

      
        Page
4

        
          

        

      

      
         


      

    

    SPECIFIC
CONTRACT PROVISIONS

     

    
      	
              ARTICLE
      101

            	
              DEFINITIONS

            


    

    


    
      
        	
                A.

              	
                The
      following terms used in this Contract shall, except where, by the context,
      it is clear that another meaning is intended, be construed as
      follows:

              


      

    

     

    
      	
               
      

            	
              1.

            	
              “Access-A-Ride”
      or “AAR” shall mean New York City Transit Authority paratransit
      service.

            


    

    


    
      	
               
      

            	
              2.

            	
              “Accident”
      shall mean an event causing property damage in excess of $1,000.00 or any
      personal injury that occurs during the Contractor’s operation of any AAR
      service.

            


    

    


    
      	
               
      

            	
              3.

            	
              “Accident
      Damage” shall mean any property damage caused as a result of an
      Accident.

            


    

    


    
      	
               
      

            	
              4.

            	
              “Addenda”
      or “Addendum” shall mean the additional Contract provisions relating to
      the Contract issued in writing by the Authority prior to the Award
      Date.

            


    

    


    
      	
               
      

            	
              5.

            	
              “Americans
      with Disabilities Act of 1990” or “ADA” shall mean the Federal civil
      rights legislation requiring, among other things, that paratransit service
      comparable to fixed route service be provided to persons with disabilities
      who meet ADA paratransit eligibility
criteria.

            


    

    


    
      	
               
      

            	
              6.

            	
              “ADEPT”
      shall mean the automated reservation, scheduling and dispatch software
      system presently used by the Authority to provide centralized AAR trip
      reservation and scheduling.

            


    

    


    
      	
               
      

            	
              7.

            	
              “Assistive
      Device” shall mean devices used by physically disabled persons for
      mobility and/or communication, such as canes, walkers, oxygen equipment,
      etc.

            


    

    


    
      	
               
      

            	
              8.

            	
              “Authority”
      or “NYCT” or “NYC Transit” shall mean the New York City Transit Authority,
      a public benefit corporation existing by virtue of the Public Authorities
      Law, Title 9 of Article 5, and any other authority, board, body,
      commission, official or officials to which or to whom the powers now
      belonging to the said Authority with respect to the location,
      construction, equipment, maintenance and operation of transit facilities
      shall by virtue of any act or acts hereinafter passed or be held to
      appertain.

            


    

    


    
      	
               
      

            	
              9.

            	
              “Authorized
      Fuel Usage” shall mean any fuel usage less than or equal to 1.5 gallons
      for Vans and 1.15 gallons for Sedans per Vehicle Service
    Hour.

            


    

    


    
      	
            	
              10.

            	
              “Automatic
      Vehicle Location and Monitoring” or “AVLM” shall mean a computerized
      system that utilizes a global positioning system with mobile data
      terminals to produce two-way wireless data communication concerning the
      speed and directional movement of subject Vehicle(s) via dynamic, graphic
      display screen at remote dispatch/control
  location(s).

            


    

    


    
      	
            	
              11.

            	
              “Award
      Date” shall mean the date the Notice of Award is
  issued.

            


    


    
      
         


      

      
        Page 1 of
30

        
          

        

      

      
         


      

    


    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
            	
              12.

            	
              “Borough”
      shall mean one of the five (5) political jurisdictions (counties)
      comprising the City of New York.  They are the Bronx, Brooklyn,
      Manhattan, Queens and Staten
Island.

            


    

    


    
      	
            	
              13.

            	
              “City”
      shall mean the City of New York, according to its boundaries at the date
      of this Contract.

            


    

    


    
      	
            	
              14.

            	
              “Command
      Center” shall mean the Authority site for operating Access-A-Ride
      reservations, scheduling and Customer assistance
  functions.

            


    

    


    
      	
            	
              15.

            	
              “Contract,"
      "Contract Documents" or "Agreement" shall mean the Attachments, Appendix,
      Contract Testimonium, General Contract Provisions, Specific Contract
      Provisions, Schedules deemed included (if any), Technical Specifications
      (if any), Scope of Work, Forms of Bonds (if any), Contract Drawings (if
      any), all Addenda hereafter issued (if any), and the Notice of
      Award.

            


    

    


    
      	
            	
              16.

            	
              “Contractor”
      shall mean the proposer to whom this Contract is awarded, its successors
      and assignees.  For convenience the Contractor is hereinafter
      referred to as if the Contractor were an individual.  The word
      “he” shall, as the sense may require include “she,” “it” and “they;” the
      word “him” shall include “her,” “it” and “them;” and the word “his” shall
      include “her,” “its” and “their.”

            


    

    


    
      	
            	
              17.

            	
              “Contractor
      No Show” shall mean any instance that the Contractor does not arrive at
      the Scheduled Pickup location during the Scheduled Pickup Window or when
      the Contractor arrives at the Scheduled Pickup location more than
      forty-five (45) minutes after the Scheduled Pickup Time, and the Customer
      is not provided service.

            


    

    


    
      	
            	
              18.

            	
              “Customer”
      shall mean an individual with disabilities who the Authority has
      determined meets ADA paratransit eligibility criteria and has been issued
      an AAR identification card, also known as or AAR
    registrant.

            


    

    


    
      	
            	
              19.

            	
              "Customer
      Assistance Division" shall mean a division of the Authority which provides
      customer information and complaint
management.

            


    

    


    
      	
            	
              20.

            	
              “Customer
      No Show” shall mean the Customer has not presented him/herself, declines
      the trip or is unable for any reason to take the trip when the Operator
      has arrived and waited for the Customer in accordance with the
      Contract.

            


    

    


    
      	
            	
              21.

            	
              “Deletion”
      shall mean a Customer trip originally scheduled on the Manifest that is
      subsequently cancelled.

            


    

    


    
      	
            	
              22.

            	
              "Directed,"
      "required," "permitted," "ordered," "designated," "selected,"
      "prescribed," or words of like import used in the specifications or upon
      the drawings (if any) shall mean, respectively, the direction,
      requirement, permission, order, designation, selection or prescription of
      the Project Manager; and similarly the words "approved," "approved
      manner," "approval," “acceptable," "satisfactory," "equal," "necessary,"
      or words of like import shall mean, respectively, approved by, or
      acceptable or satisfactory to, or equal, or necessary in the opinion of
      the Project Manager.

            


    


    
      
         


      

      
        Page 2 of
30

        
          

        

      

      
         


      

    


    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
            	
              23.

            	
              “Dispatch”
      shall mean the Contractor’s unit responsible for directing and monitoring
      the Revenue Service, and communicating information to and between the
      Operators and the Command Center.

            


    

    


    
      	
            	
              24.

            	
              “Dispatch
      Liaison” shall mean a Contractor Dispatcher who shall be located at the
      Command Center to coordinate Command Center personnel with Contractor
      Dispatchers and Operators.

            


    

    


    
      	
            	
              25.

            	
              “Dispatcher”
      shall mean the individual responsible for directing, monitoring and
      communicating with Operators and coordinating with the Command
      Center.

            


    

    


    
      	
            	
              26.

            	
              “Disputes
      Resolution Officer” or “DRO” shall mean the Labor & Employee Relations
      Officer, Department of Buses.

            


    

    


    
      	
            	
              27.

            	
              "DMV"
      shall mean the New York State Department of Motor
  Vehicles.

            


    

    


    
      	
            	
              28.

            	
              “DOT”
      shall mean the United States Department of
  Transportation.

            


    

    


    
      	
            	
              29.

            	
              “Federal”
      or words of like import shall mean the United States of
      America.

            


    

    


    
      	
            	
              30.

            	
              “FTA”
      shall mean the Federal Transit
Administration.

            


    

    


    
      	
            	
              31.

            	
              “Guest”
      shall mean any person accompanying an AAR Customer other than the Personal
      Care Attendant.

            


    

    


    
      	
            	
              32.

            	
              “Holiday”
      shall mean New Year’s Day, Martin Luther King Day, President’s Day,
      Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
      Day.

            


    

    


    
      	
               
      

            	
              33.

            	
              “Incident”
      shall mean any notable or newsworthy occurrence on the Vehicle or in
      connection with AAR service other than an
  Accident.

            


    

    


    
      	
               
      

            	
              34.

            	
              “Incumbent
      Contractor” shall mean a primary carrier under Contract 00D7815A, B, C, D,
      E, F, G and H or regional carrier under Contract 06D9374A, B, C, D, E and
      F.

            


    

    


    
      	
            	
              35.

            	
              “Insertion”
      shall mean a Customer trip assigned to a Route on the day of service that
      was not originally scheduled on the
Manifest.

            


    

    


    
      	
            	
              36.

            	
              “Late
      Pickup” shall mean any AAR pickup that occurs past the Scheduled Pickup
      Window.

            


    

    


    
      	
            	
              37.

            	
              “Law”
      shall mean the Constitution and laws of the United States and of the State
      of New York, the New York City Charter, the New York City Administrative
      Code, and each and every other law, rule, regulation, requirement, order,
      judgment, decree, or ordinance of every kind whatsoever issued by any
      government entity, applicable to or affecting the Contract, the Work and
      all persons engaged in the Work (including any of the foregoing which
      concern health, safety, environmental protection, and
      non-discrimination).

            


    


    
      
         


      

      
        Page 3 of
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
            	
              38.

            	
              “Legal
      Proceeding” shall mean every action, litigation, arbitration,
      administrative proceeding, and other legal or equitable proceeding of any
      kind whatsoever.

            


    

    


    
      	
            	
              39.

            	
              “Liens”
      shall mean any and every lien of any kind whatsoever against the Work,
      against any monies due or to become due from the Authority to Contractor,
      and/or against any other property of the Authority, for or on account of
      the Work, including any Public
Lien.

            


    

    


    
      	
            	
              40.

            	
              “Manifest”
      shall mean the schedule provided to an Operator listing all stops and time
      points during a Vehicle tour or
Route.

            


    

    


    
      	
            	
              41.

            	
              “Midnight
      Fleet Verification Report” shall mean the Contractor’s list accounting for
      the location, on or off the Contractor’s facility, of all Vehicles and
      Non-Revenue Vehicles assigned to the
Contractor.

            


    

    


    
      	
            	
              42.

            	
              “MTA”
      shall mean the Metropolitan Transportation Authority and any other board,
      body,  commission, official or officials to which or to whom the
      powers now belonging to the said Authority in respect to the planning,
      financing, location, construction, equipment, maintenance and operation of
      mass transportation facilities or the purchase of Rapid Transit cars under
      the provisions of Article 5, Title 11 of the Public Authorities Law of the
      State of New York shall, by virtue of any act or acts, hereafter pass or
      be held to appertain.

            


    

    


    
      	
            	
              43.

            	
              “New
      York State” shall mean the State of New
York.

            


    

    


    
      	
            	
              44.

            	
              “NYS
      DOT” shall mean the New York State Department of
      Transportation.

            


    

    


    
      	
            	
              45.

            	
              “No-Fault/No-Show”
      shall mean the Contractor arrives at the pickup location within thirty
      (30) to forty-five (45) minutes past the Scheduled Pickup Time and the
      Customer cannot be located.

            


    

    


    
      	
            	
              46.

            	
              “Non-Revenue
      Vehicle” shall mean any vehicle used by the Contractor to
      perform   Contract requirements other than Customer
      transportation.

            


    

    


    
      	
            	
              47.

            	
              “Notice
      of Award” shall mean a document that apprises the Contractor that this
      Contract has been approved by the
Authority.

            


    

    


    
      	
            	
              48.

            	
              “Notice
      to Proceed” shall mean a document that directs the Contractor to start
      Work.

            


    

    


    
      	
            	
              49.

            	
              “On
      Time Performance” shall mean a measure of service reliability based on the
      percentage of completed trips in which the Contractor has picked up a
      Customer within the Scheduled Pickup
Window.

            


    

    


    
      	
            	
              50.

            	
              “Operator”
      shall mean the Contractor’s employee who operates the
    Vehicle.

            


    

     

    
      
         


      

      
        Page 4 of
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
            	
              51.

            	
              “Original
      Equipment Manufacturer” or “OEM” shall mean the manufacturer of any
      specifically referenced equipment, component or unit in this
      Contract.

            


    

    


    
      	
            	
              52.

            	
              “Paratransit
      Division” shall mean the Authority division responsible for administration
      and operation of AAR.

            


    

    


    
      	
            	
              53.

            	
              “Passenger”
      shall mean any Customer, Personal Care Attendant or Guest authorized to
      travel on an AAR Vehicle.

            


    

    


    
      	
            	
              54.

            	
              “Preventive
      Maintenance” shall mean maintenance of the Vehicles and Non-Revenue
      Vehicles described in the Scope of Work and Attachment 12 of this
      Contract.

            


    

    


    
      	
            	
              55.

            	
              “Personal
      Care Attendant” or “PCA” shall mean a person who is authorized or required
      by the Authority to accompany the Customer for the purpose of providing
      travel and other assistance to the
Customer.

            


    

    


    
      	
            	
              56.

            	
              “Post-Trip
      Vehicle Inspection” shall mean the inspection of a Vehicle immediately
      following completion of the Revenue Service
  tour.

            


    

    


    
      	
            	
              57.

            	
              “Pre-Trip
      Vehicle Inspection” shall mean inspection of a Revenue Vehicle immediately
      preceding the Revenue Service tour.

            


    

    


    
      	
            	
              58.

            	
              “Project
      Director” shall mean the individual designated by the Contractor to
      administer this Contract or his duly authorized representative and any
      successor or successors duly appointed or any deputy or substitute for him
      who shall be appointed by the
Contractor.

            


    

    


    
      	
            	
              59.

            	
              “Project
      Manager” shall mean the individual designated by the Authority to
      administer this Contract or his duly authorized representative and any
      successor or successors duly appointed or any deputy or substitute for him
      who shall be appointed by the
Authority.

            


    

    


    
      	
            	
              60.

            	
              “Pull-In”
      shall mean the return of a Vehicle to the Contractor’s facility upon
      completion of a Revenue Service
tour.

            


    

    


    
      	
            	
              61.

            	
              “Pull-Out”
      shall mean the departure of a Vehicle from the Contractor’s facility to
      perform a Revenue Service tour.

            


    

    


    
      	
            	
              62.

            	
              “Revenue
      Service” shall mean the period of time from authorized Pull-Out to
      authorized Pull-In.

            


    

    


    
      	
            	
              63.

            	
              “Road
      Call” shall mean the Contractor field response to a Vehicle operating
      problem.

            


    

    


    
      	
            	
              64.

            	
              “Road
      Supervisor” shall mean the Contractor’s employee responsible for providing
      on road, planned and random observation and supervision of Operator
      performance, Road Call response and Accident
  investigation.

            


    


    
      
         


      

      
        Page 5 of
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
            	
              65.

            	
              “Route”
      shall mean a scheduled tour prescribed on a Manifest with a designated
      Pull-Out and Pull-In time.

            


    

    


    
      	
            	
              66.

            	
              “Scheduled
      Pickup Time” shall mean the pickup time as agreed upon by the Customer and
      the Command Center that appears on the
Manifest.

            


    

    


    
      	
            	
              67.

            	
              “Scheduled
      Pickup Window” shall mean the period from the Scheduled Pickup Time to
      thirty (30) minutes after the Scheduled Pickup
  Time.

            


    

    


    
      	
            	
              68.

            	
              “Sedan”
      shall mean a four (4) door, Ford Crown Victoria, or comparable, with taxi
      package.

            


    

    


    
      	
            	
              69.

            	
              “Service
      Hour” shall mean each hour of a Revenue
Service.

            


    

    


    
      	
            	
              70.

            	
              “Service
      Ready” shall mean that the Vehicle is clean, mechanically safe and
      reliable, and all equipment is
operable.

            


    

    


    
      	
            	
              71.

            	
              “State”
      - See "New York State."

            


    

    


    
      	
            	
              72.

            	
              “Subcontractor”
      shall mean an individual or organization who enters into a Contract to
      furnish labor or services only or labor and materials or apparatus in
      connection with the Work directly or indirectly for or in behalf of the
      Contractor and whether or not in privity of Contract with the
      Contractor.

            


    

    


    
      	
            	
              73.

            	
              “Supplier”
      shall mean an individual or organization that furnishes materials,
      equipment or supplies to the Contractor either directly or indirectly, for
      incorporation in the Work.

            


    

    


    
      	
            	
              74.

            	
              “Trip
      Ticket” shall mean a document that includes the date of the trip, pickup
      and destination locations, and the Trip ID
  Number.

            


    

    


    
      	
            	
              75.

            	
              “Trip
      ID Number” shall mean the individual number generated and assigned by
      ADEPT to a scheduled trip.

            


    

    


    
      	
            	
              76.

            	
              “Unauthorized
      Fuel Usage” shall mean fuel usage exceeding 1.5 gallons for Vans and 1.15
      gallons for Sedans per Vehicle Service
Hour.

            


    

    


    
      	
            	
              77.

            	
              “United
      States Government” - See “Federal.”

            


    

    


    
      	
            	
              78.

            	
              “Van”
      shall mean a body-on-chassis Ford E-350 or comparable lift equipped
      Vehicle with five (5) Passenger seats and two (2) wheelchair tie down
      positions.

            


    

    


    
      	
            	
              79.

            	
              “Vehicle”
      shall mean a Van or Sedan leased to the Contractor to perform Revenue
      Service.

            


    

    


    
      	
            	
              80.

            	
              “Vehicle
      Service Hour” shall mean all the time from Pull-Out to Pull-In exclusive
      of any excessive dead head.

            


    


    
      
         


      

      
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
            	
              81.

            	
              “Work”
      or “Project” shall be defined as all the required obligations of the
      Contractor hereunder, including but not limited to, the performance of any
      labor or services, the supplying of any goods or materials, the furnishing
      or repair and/or remanufacture of any equipment or any other resources or
      requirements or deliverables necessary to perform, construct, accomplish
      and complete this Contract's objectives as stated in Article 102
      below.

            


    

    


    
      	
              ARTICLE
      102

            	
              PROJECT
      DESCRIPTION

            


    

    


    The Work
to be performed under this Contract may briefly be described as providing
transportation services for AAR Customers primarily within the Boroughs of New
York City and to transfer points in Nassau and Westchester and trips within
Nassau and Westchester counties that are within a 3⁄4 mile corridor of Authority
fixed routes, including maintenance of the Vehicles and Non-Revenue Vehicles,
dispatching, supervision, reconciliation, and training including all necessary
or incidental work, labor and materials.  Included in the Work and
price shall be all labor, materials, equipment, incidentals and overhead costs
and expenses in performing the Work.  The Work shall be performed as
specified in the Contract Documents. The Contractor shall be required to perform
all Work in accordance with the Scope of Work annexed hereto as part of the
Contract Documents, Attachment No. 1.

    


    
      	
              ARTICLE
      103

            	
              TERM
      OF CONTRACT

            


    

    


    This
Agreement shall become effective upon the date of the Notice of Award and shall
continue in effect for a period of ten (10) years from the date of commencement
of Revenue Service and as such term may be extended by the Authority in
accordance with Article 124 below.

    


    
      	
              ARTICLE
      104

            	
              STANDARDS
      OF PERFORMANCE

            


    

    


    
      	
              A.

            	
              Contractor
      shall complete all Work assigned hereunder within the period of time
      specified by the Contract, and in accordance with the requirements for
      performance as set forth in the Scope of Work and in this
      Article.  The requirements set forth in this Article are
      material provisions of the Contract and a breach thereof may result in the
      assessment of liquidated damages or deduction of performance credits as
      set forth in Article 108 or in the Authority availing itself of any other
      remedy existing herein, including termination, or any such remedy as may
      exist in law or equity.

            


    

    


    
      	
              B.

            	
              The
      Contractor shall be responsible for service quality, Vehicles and Operator
      availability, and coordination of all services furnished under this
      Contract. The Contractor is responsible to perform safe, reliable and on
      time transportation service in a customer friendly manner as such
      performance is defined by this Contract and shall adhere to the following
      minimum standards:

            


    

    


    1.      
  Contractor No Shows

     

    
      
        	
              	
                a.

              	
                Contractor
      No Shows are prohibited except when due to circumstances beyond the
      control of the Contractor, as determined by the Project
      Manager.

              


      

    


    
      
         


      

      
        Page 7 of
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      
        	
              	
                b.

              	
                The
      Authority reserves the right to declare a Contractor No Show or
      No-Fault/No-Show, as applicable, for pickup(s) where, based upon the
      circumstances, the Authority determines that the Contractor will be unable
      to appear at the designated location within forty-five (45) minutes after
      the Scheduled Pickup Time.

              


      

    

    


    
      
        	
              	
                c.

              	
                In
      addition to any other remedies provided elsewhere in this Contract,
      Contractor shall reimburse the Authority for the actual cost of any
      reasonable expense incurred by the Customer or the Authority to perform
      the trip independently of the Contractor.  Such reimbursement
      will apply when the Customer has called the Authority and the Authority
      either dispatches another service provider to perform the trip, or
      authorizes the Customer to use a taxi or livery for the
    trip.

              


      

    

    


    
      
        	
              	
                2.

              	
                On
      Time Performance

              


      

    

    


    The
Contractor pickup Customer’s within the Scheduled Pickup Window for a minimum of
92% of all of the Contractor’s scheduled trips.  The Authority
reserves the right to shorten or change the Scheduled Pickup Window upon notice
to the Contractor.

    


    
      
        	
              	
                3.

              	
                Vehicle
      Availability

              


      

    

    


    The
Contractor shall assure the availability of safe, fully operational, clean,
temperature controlled Vehicles in the number required to service each Route
assigned to the Contractor.  To meet this performance standard, the
Contractor shall perform all of the requirements as set forth in the Scope of
Work, Attachment No. 1, and take all other reasonable and necessary actions to
meet the Revenue Vehicle availability standard as set forth herein. In the event
that Contractor does not meet this performance standard because of a failure to
meet the maintenance requirements of the Scope of Work, the Authority shall have
the right to perform the maintenance and charge the Contractor for the costs
thereof, or the Authority may disallow the monthly Vehicle maintenance costs for
those Vehicles.

    


    
      
        	
              	
                4.

              	
                Vehicle
      Operator Availability

              


      

    

    


    
      	
              
              

            	
              a.

            	
              The
      Contractor shall assure that there are sufficient numbers of Operators
      available to service each Route assigned to the Contractor. To meet this
      performance standard, the Contractor shall implement the qualification and
      training requirements for Operators set forth in the Scope of Work,
      Attachment No. 1, prior to placement of Operators in Revenue Service; and
      the Contractor shall timely hire and train individuals in sufficient
      numbers to meet the Operator availability standard set forth
      herein.  In the event that the Authority determines that an
      Operator in Revenue Service does not meet the qualifications or has not
      completed the required training, the Project Manager may direct that the
      Operator be removed from service until such time as the Authority is
      satisfied that the requirements of the Contract have been
    met.

            


    


    
      
         


      

      
        Page 8 of
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
            	
              b.

            	
              The
      Contractor shall observe each Operator to ensure that he is fit for duty
      before his Vehicle Pull-Out, and monitor each Operator’s continued fitness
      throughout the Revenue Service.

            


    

     

    
      	
            	
              c.

            	
              The
      Contractor shall implement a program for retraining and/or disciplining
      Operators who fail to perform their duties in accordance with Contract
      requirements.  All activity pertaining to such program shall be
      fully documented and all documentation maintained and available to the
      Authority.

            


    

     

    
      	
            	
              d.

            	
              The
      Contractor shall not assign an Operator to operate a Vehicle after
      notification by the Authority to the Contractor that the Operator is to be
      removed pursuant to a removal determination as set forth in the Scope of
      Work, Attachment 1, Section IX, B.

            


    

     

    
      	
               
      

            	
              5.

            	
              Safe
      Conduct: The Contractor shall implement a safety program in accordance
      with the requirements of this Contract to prevent conduct or actions by
      Operators or other field staff which creates a safety hazard to Customers
      or the public.  Such safety program shall incorporate provisions
      for the retraining and/or discipline of Operators as appropriate by the
      Contractor and the full documentation
thereof.

            


    

    


    
      	
               
      

            	
              6.

            	
              Signed
      Trip Tickets: All Trip Tickets shall be handled in the manner specified in
      the Scope of Work.

            


    

    


    
      	
               
      

            	
              7.

            	
              Accidents/Incidents:

            


    

    


    
      	
               
      

            	
              a.

            	
              Reporting:  The
      Contractor shall provide a verbal report to the Authority Project Manager
      or duly authorized representative within one hour of any Accident or
      Incident involving injury to a Customer, Contractor employee or any other
      person or where property damage is in excess of $1,000.00.  A
      written report to follow the verbal report is required within twenty-four
      (24) hours.  All other Incidents are to be reported verbally
      within one (1) hour and in writing within twenty-four (24) hours of the
      event.

            


    

    


    
      	
               
      

            	
              b.

            	
              Repairs:  The
      Contractor shall repair all damage to Vehicles within thirty (30) calendar
      days.

            


    

    


    
      	
               
      

            	
              8.

            	
              Heating
      and Air Conditioning:  The Contractor shall properly maintain
      operating heating and air conditioning systems on all
      Vehicles.  No Vehicle shall be operated in Revenue Service for
      longer than one (1) day without properly functioning heating or air
      conditioning systems as described in the Scope of
  Work.

            


    

    


    
      	
               
      

            	
              9.

            	
              Cleanliness
      of Vehicles:  The Contractor shall be responsible for
      maintaining the appearance and cleanliness of all Vehicles.  The
      Contractor shall implement and maintain a regular schedule of Vehicle
      washing as follows:

            


    

    
      	
               
      

            	
              a.

            	
              Vehicle
      Exteriors:  Vehicles shall be washed at least twice each week to
      maintain a clean exterior appearance.  Clean is defined as no
      visible dirt buildup from a distance of twenty-five (25)
      feet.  In the event of inclement weather, the Contractor may
      suspend Vehicle washing for up to twenty-four (24) hours after the end of
      the inclement weather, at which time the Contractor shall resume Vehicle
      washing.

            


    


    
      
         


      

      
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
               
      

            	
              b.

            	
              Vehicle
      Interiors:  At a minimum, interiors shall be swept, trash
      emptied and cleaned daily; fully mopped, windows cleaned and driver's area
      cleaned once a week; and fully cleaned throughout once a
      month.

            


    

    


    
      	
              
              

            	
              10.

            	
              Recordkeeping:
      The Contractor shall accurately keep, complete, and/or submit billing and
      other required paperwork within the time periods specified in the Scope of
      Work.

            


    

    


    
      	
              
              

            	
              11.

            	
              Unauthorized
      Use of Vehicles: The Contractor shall not use any Vehicles or Non-Revenue
      Vehicles for any purpose other than that described in the Scope of Work or
      otherwise directly authorized in writing by the Authority.  No
      Authority-leased vehicles shall be taken
home.

            


    

    


    
      	
              
              

            	
              12.

            	
              Force
      Majeure: A Contractor’s failure to meet the standards of performance set
      forth in this Article 104 may be excused when the failure is caused by
      forces beyond the control of the Contractor, as determined by the Project
      Manager.  The Authority has established a set of “mitigation
      codes” which the Contractor is authorized to use, as applicable subject to
      Project Manager approval, in its performance of Trip Reconciliation as
      described in the Scope of Work, Attachment No. 1, Section II,
      E.

            


    

     

    
      	
              ARTICLE
      105

            	
              NOT
      USED

            


    

    


    
      	
              ARTICLE
      106

            	
              LIQUIDATED
      DAMAGES

            


    

    


    
      	
              A.

            	
              In
      the event of a delay in delivery of any Work under this Contract beyond
      the times as set forth in Article 104 B or beyond the period to which such
      time may be extended by the Authority as herein provided, the Authority
      shall be paid damages for such delay. In as much as the amount of such
      damages and the loss to the Authority will be extremely difficult to
      ascertain, it is hereby expressly agreed that such damages will be
      liquidated and paid as follows:

            


    

    


    
      	
               
      

            	
              1.

            	
              Late
      Trips:  A Late Trip is any trip performed by the Contractor
      picks up a customer after the Scheduled Pickup Window.  In any
      month in which the Contractor fails to achieve 92% On Time Performance,
      the Contractor shall pay the Authority the sum of $10.00 for each trip
      that occurred fifteen (15) minutes or more past the Scheduled Pickup
      Window.

            


    

    


    
      	
               
      

            	
              2.

            	
              Start
      Up of Service:  If the Contractor fails to put a Vehicle, other
      than spare Vehicles, into service within the time specified in Article
      104, the Contractor shall pay the Authority the sum of $100.00 per missed
      Route per Vehicle not in service.

            


    

    


    
      	
              B.

            	
              The
      parties agree that the damages that the Authority will suffer by reason of
      such failure to comply are not a penalty.  The Authority shall
      have the right to deduct such liquidated damage assessments from any
      monies due or which may thereafter become due to the Contractor under this
      Contract; and in case the amount which may become due hereunder shall be
      less than liquidated damages due to the Authority, the Contractor shall
      pay the difference upon demand by the
Authority.

            


    


    
      
         


      

      
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
               
      

            	
              1.

            	
              The
      Authority will closely monitor performance of this Work.  The
      Authority has the right to enter the Contractor’s premises at any time
      without advance notice to or authorization from the Contractor in order to
      observe the Contractor’s operations.  Monitoring methods that
      will be used to assess the Contractor's performance include, but are not
      limited to, radio monitoring, telephone monitoring and recording, on
      street service monitoring and random facility and Vehicle records
      inspections.

            


    

    


    
      	
              C.

            	
              Should
      the Contractor wish to contest all or part of an assessment of liquidated
      damages or credits for performance, it shall, within ten (10) business
      days from the date of such notice, respond in writing to the Project
      Manager stating the reasons why such assessment is in error. The Project
      Manager may affirm, modify, or withdraw the assessment, as he deems
      appropriate.  If the Contractor fails to contest a notice of
      assessment of liquidated damages within ten (10) business days from the
      date of such notice, the assessment becomes final and binding upon the
      Contractor without further notice from the
  Authority.

            


    

    


    
      	
              ARTICLE
      107

            	
              SUSPENSION
      OF PERFORMANCE

            


    

    


    
      	
              A.

            	
              The
      Authority may at any time, and without cause, direct the Contractor to
      stop Work under this Contract for a period of time.  Such
      direction shall be given by notice in writing, which shall specify the
      period during which Work shall be stopped.  The Contractor shall
      resume Work upon the date specified in such direction, or upon such other
      date as the Authority may thereafter specify in writing.  The
      period during which Work shall have been stopped may be deemed added to
      the Contract term at the sole discretion of the
      Authority.  Stoppage of Work under this Article shall not give
      rise to any claim against the
Authority.

            


    

    


    
      	
              B.

            	
              The
      Authority reserves the right of temporarily suspending the performance of
      the whole or any part of the Work, if it shall deem it in its best
      interest so to do, without compensation to the Contractor for such
      suspension other than extending the time for completing the Work as much
      as in the opinion of the Authority the Contractor may have been delayed by
      such suspension.

            


    

    


    
      	
              ARTICLE
      108

            	
              CREDITS
      FOR PERFORMANCE DEFICIENCY

            


    

    


    
      	
              A.

            	
              The
      Authority intends to monitor performance on this Contract
      closely.  Techniques that will be used to assess the
      Contractor's performance include, but are not limited to, on street
      service monitoring and random facility and Vehicle
      inspections.  The Contractor shall recognize that strict
      adherence to the Contract terms and conditions in providing clean, safe,
      reliable, Customer friendly effective service to the elderly and disabled
      community is of paramount importance to the Authority and is the basis
      upon which the Authority has agreed to the Contract price for the
      Work.  Accordingly, performance deficiencies on the part of the
      Contractor shall result in the Authority taking a credit in the applicable
      amount specified below against monies otherwise due the Contractor
      (“Credit for Performance Deficiency”) as
  follows:

            


    

    


    
      	
            	
              1. 

            	
              Contractor
      No Show:

            


    


    
      
         


      

      
        Page 11
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    SPECIFIC
CONTRACT PROVISIONS

    


    For each
month in which the Contractor No Shows exceed 0.3% of all trips assigned, the
Authority shall be entitled to a Credit for Performance Deficiency of $20.00 for
each Contractor No Show.

    


    
      	
               
      

            	
              2.

            	
              Removal
      of Vehicle Operators:

            


    

    


    
      	
               
      

            	
              In
      the event that the Contractor fails to remove an Operator from Revenue
      Service as directed by the Authority, the Authority shall be entitled to a
      Credit for Performance Deficiency of $250.00 per Operator per calendar
      day.

            


    

    


    
      	
               
      

            	
              3.

            	
              Accident
      Reporting:

            


    

    


    
      	
               
      

            	
              If
      the Contractor fails to report an Accident within the required time
      period, the Authority shall be entitled to a Credit for Performance
      Deficiency of $25.00 per Accident, per calendar day the report is
      late.

            


    

    


    
      	
               
      

            	
              4.

            	
              Unsafe
      Conduct:

            


    

    


    
      	
               
      

            	
              If
      the Contractor’s performance includes any conduct or unsafe action, which
      creates a safety hazard, the Authority shall be entitled to a Credit for
      Performance Deficiency of $250.00 per
incident.

            


    

    


    
      	
            	
              5. 

            	
              Quality
      of Customer Service:

            


    

    


    High
performance in the area of customer service is a fundamental aspect of the Work
under this Contract.  Customer service is adversely affected when the
Contractor fails to keep Vehicles clean; fails to maintain and utilize heating
and air conditioning, as applicable, in the Vehicles; places Operators in
service who do not adhere to the standards for Operator uniforms; permits
Operators to remain in service who are discourteous to or abusive of Customers,
or who violate the rules for Operators when in Revenue Service.  Upon
determination of the Authority that the Contractor’s record of performance of
the Scope of Work has caused the events described herein to occur at a level
such that Customers’ satisfaction with service quality has been placed at risk,
the Authority shall be entitled to a Credit for Performance Deficiency of $10.00
per occurrence until such time as the Authority determines that the Contractor
has implemented a plan that will cure the specified deficiencies.

    


    
      	
            	
              6.

            	
              Late/Failed
      Pull-Outs:

            


    

    


    A failure
of the Contractor to meet daily Pull-Outs because of a failure to have
sufficient Revenue Vehicles or Vehicle Operators available for service adversely
affects the reliability of AAR service.  In any month in which more
than .3% of total Routes for the month failed to Pull-Out within forty-five (45)
minutes of the Pull-Out time for the Route, the Authority shall be entitled to a
Credit for Performance of  $500.00 for each failed
Pull-Out.


    
      
         


      

      
        Page 12
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
            	
              7.

            	
              Customer
      Liaison Coverage:

            


    

    


    A failure
of the Contractor to provide Dispatch Liaison and/or Dispatch Liaison Supervisor
coverage adversely affects the Command Center operations and customer
service.   In any month in which the Contractor fails to provide
95% of the hours of coverage required by Section XV, C of the Scope of Work, the
Authority shall be entitled to a Credit for Performance of $50.00 for each hour
of coverage for which the Contractor is delinquent.

    


    
      	
              B.

            	
              The
      Authority shall have the right to deduct such Credits for Performance
      Deficiencies from any monies due or which may thereafter become due to the
      Contractor under this Contract.

            


    

    


    
      	
              ARTICLE
      109

            	
              INCENTIVES

            


    

    


    
      	
              A.

            	
              In
      any month in which the Contractor exceeds 95% On Time Performance, the
      Contractor will be paid an incentive payment of ten (10) cents per
      completed trip for all completed trips for the
  month.

            


    

     

    
      	
              B.

            	
              In
      any month in which the Contractor’s No Shows are less than 0.2% of all
      trips assigned to the Contractor, the Contractor will be paid an incentive
      payment of ten (10) cents per completed trip for all completed trips for
      the month.

            


    

     

    
      	
              C.

            	
              A
      Contractor is eligible for the incentive payments set forth herein only
      upon approval by the Authority of an incentive sharing plan whereby at
      least half of the incentive payments received by the Contractor is shared
      with Operators, Dispatchers and/or maintenance personnel whose performance
      assisted the Contractor in earning the
  incentive.

            


    

     

    
      	
              ARTICLE
      110

            	
              PRICE
      TO INCLUDE/INVOICES AND PAYMENTS

            


    

    


    
      	
              A.

            	
              Price
      to Include:  The Authority shall pay and the Contractor shall
      accept the amounts set forth in the Price Schedule, Attachment No. 2, as
      full compensation for all costs and expenses of completing the Work in
      accordance with the Contract, including, but not limited to, all labor and
      material required to be done or furnished under this Contract; all
      overhead, expenses, fees and profits including the cost of providing
      storage yard or facilities; all risks and obligations set forth in the
      Contract; any applicable fees or taxes; and all expenses due to any
      unforeseen difficulty encountered in the prosecution of the Work
      (collectively referred to as “the Contract
  Price”).

            


    

    


    
      	
              B.

            	
              Payments:  Subject
      to the Contractor's compliance with the submission requirements contained
      hereunder and all other provisions of the Contract Documents, payment will
      be made at the rates specified in the Price Schedule, Attachment 2, as
      follows:

            


    

    


    
      	
               
      

            	
              1.
      Mobilization

            


    


    
      
         


      

      
        Page 13
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      
        	
              	
                a.

              	
                Per-Vehicle
      Mobilization Costs.  The Authority shall pay the Contractor the
      one (1) time “Per-Vehicle Mobilization Costs,” Price Schedule, Line
      Item(s) 2, for each Vehicle, if any, that the Authority assigns to the
      Contractor during the billing month. Incumbent Contractors are not
      eligible for this payment in the event that the Authority assigns them the
      same number or fewer Vehicles. Incumbent Contractors shall be paid in
      accordance with the Price Schedule for Vehicles in excess of the initial
      award. Incumbent Contractors are eligible for this payment, in the event
      they are assigned additional Vehicles for expansion. This payment is not
      applicable to replacement
Vehicles.

              


      

    

    


    
      
        	
              	
                b.

              	
                Non-Vehicle
      Mobilization Costs. The
      Authority shall pay the Contractor's “Non-Vehicle Mobilization” costs upon
      submission of an invoice and adequate documentation to confirm that the
      Contractor has incurred such costs.  In no event shall the
      Contractor be paid for any amount expended that is in excess of the total
      amount specified in the Price Schedule, Line Item 1, “Non-Vehicle
      Mobilization” costs.  The Contractor shall allocate its
      expenditures for mobilization costs in accordance with its Authority
      approved start up plan and in a manner to assure that sufficient monies
      are available to pay all mobilization costs.  The
      Authority’s Project Manager may question and reject any mobilization cost
      if it appears that the expenditure will adversely affect the Contractor’s
      ability to effect mobilization. During the term of
      the Contract, the Contractor is prohibited from disposing of any equipment
      purchased with Authority funds the cost of which was $1,000.00 or greater
      without prior written approval of the Project Manager. In the event of
      termination of this Contract at any time prior to its expiration, any
      equipment previously purchased with Authority funds, and valued by the
      Project Manager at $1,000.00 or greater at the time of termination shall
      be delivered to the Authority upon
request.

              


      

    

    


    
      	
               
      

            	
              c.

            	
              At
      the determination of the Project Manager, the Contractor may be allowed or
      directed to replace computer equipment, faxes and copiers during the term
      of the Contract.

            


    

    


    
      	
               
      

            	
              2.

            	
              Fixed
      Costs - Commencing in the first month of Revenue Service, on a monthly
      basis, the Authority shall pay the following “Fixed
  Costs”:

            


    

    


    
      	
               
      

            	
              a.

            	
              Non-Vehicle
      Fixed Costs - One-twelfth (1/12) of the total annual Non-Vehicle Fixed
      Cost amount stated in the Price Schedule, Line Item(s) 5. For the first
      month in which Service begins and the month in which the Contract expires
      or is terminated, the payment will be prorated based on the actual number
      of days in service divided by the total number of days in that
      month.

            


    

    


    
      	
               
      

            	
              b.

            	
              Per
      Vehicle Fixed Costs - One-twelfth (1/12) of the total annual Per-Vehicle
      Fixed Costs rate specified in the Price Schedule, Line Item(s) 6, for each
      Vehicle in the Contractor’s active fleet on the last day of the billing
      month. For any Vehicle assigned to an additional route, the Contractor
      shall not be paid until such route is fielded. Payments for ramp-up or
      expansion Vehicles that are not in Revenue Service for the full month will
      be prorated based on the actual number of days in service divided by the
      total number of days in that month.  The Non-Revenue Vehicle
      associated costs shall be part of the Per-Vehicle Fixed costs. These costs
      include registration, maintenance, NYS DMV inspections, decaling, tolls,
      fuel and insurance.  For Non-Revenue Vehicles, the Contractor
      will be paid based on the number and general type of automobiles in their
      active Non-Revenue fleet at the end of the billing
  month.

            


    


    
      
         


      

      
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
               
      

            	
              c.

            	
              The
      Contractor may shift funds as necessary among items in the Fixed Costs
      category to meet operational needs, so long as the services required
      hereunder are in no way diminished and Contractor can justify the action
      upon request by the Authority or upon audit.  This paragraph
      shall not be construed to permit the Contractor to exceed the total annual
      allowable Fixed Costs.

            


    

    


    
      	
               
      

            	
              d.

            	
              The
      Authority may adjust the Fixed Costs if it is determined that the
      Contractor has not provided the services related
  thereto.

            


    

    


    
      	
               
      

            	
              e.

            	
              In
      the event that Contractor moves to a different facility than the one whose
      costs were included in the total annual Non-Vehicle Fixed Cost amount
      stated in the Price Schedule, Line Item 5 the Authority shall adjust the
      Non-Vehicle Fixed Cost amount to reflect the rental or acquisition costs
      to the Contractor for the different facility up to the original
      acquisition or rental amount included in the total annual Non-Vehicle
      Fixed Costs, but in no event to exceed such
  amount.

            


    

    


    
      	
               
      

            	
              3.

            	
              Vehicle
      Service Hour - The Authority shall pay the Contractor each month for the
      actual number of Vehicle Service Hours as reconciled by the Contractor and
      approved by the Authority at the rate specified in the Price
      Schedule.

            


    

    


    
      	
               
      

            	
              4.

            	
              Maintenance
      Costs - One-twelfth (1/12) of the Maintenance Costs specified in the Price
      Schedule, Line Item(s) 7 or 8, as applicable, based upon the actual number
      and category of Vehicles in the Contractor’s active fleet. For any Vehicle
      assigned for the purpose of fielding an additional route, Contractor shall
      not be paid until such route is fielded. Any newly assigned or
      decommissioned Vehicle which is part of a Contractor’s active fleet for a
      partial month will be prorated for that month. Newly assigned or
      decommissioned Vehicles that are not in Revenue Service for the full month
      will be prorated based on the actual number of days in service divided by
      the total number of days in that month. All Vehicles will be assigned to a
      maintenance category based on that Vehicle’s mileage as of that Vehicle’s
      Revenue Service start date. On the first day of the seventh full calendar
      month of Revenue Service, the fleet will be adjusted to reflect the then
      appropriate maintenance categories. This will occur every six (6) months
      thereafter.

            


    

    


    
      	
               
      

            	
              5.

            	
              Consumer
      Price Index (CPI)

            


    

    


    
      	
               
      

            	
              a.

            	
              Effective
      for the billing of the first full month of year two following the
      commencement of Revenue Service (as described in the Scope of Work,
      Attachment 1, Section III), Fixed Costs, Vehicle Service Hour Cost, Per
      Vehicle Mobilization, if any, Non-Vehicle Mobilization for Expansion, if
      any, and Maintenance costs will be adjusted annually in accordance with
      Table 10 of the Consumer Price Index for All Urban Consumers (CPI-U) using
      the selected local area of New York – Northern NJ – Long Island,
      NY-NJ-CT-PA.  It is the Contractor’s obligation to submit for
      the first full month in which an adjustment is available and invoice in an
      amount that accurately reflects the adjustment, if any, that is
      due.  Absent such invoice, it shall be within the Authority’s
      discretion whether to adjust Fixed Costs for that Contract
      year.

            


    


    
      
         


      

      
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
               
      

            	
              b.

            	
              At
      the discretion of the Authority, Contractors currently providing
      paratransit services on behalf of the Authority pursuant to Contract No.
      06D9374 that are awarded a Contract hereunder may be required to continue
      to provide such services under Contract No. 06D9374 for all or part of the
      term thereunder.  If this occurs, the CPI adjustment set forth
      in Article 110.B.5.a will be made to such Contractor’s Price Schedule
      under this Contract upon the commencement of Mobilization following the
      Notice to Proceed under this Contract, retroactive to January 31,
      2009.  All subsequent CPI adjustments will be made in accordance
      to Article 110.B.5.

            


    

    


    
      	
               
      

            	
              c.

            	
              The
      Contractor warrants that the costs set forth in the Price Schedule are in
      current U.S. dollars and do not include any allowance for any contingency
      to cover anticipated increased cost of performance, which are covered by
      the economic adjustment clauses contained in paragraph 5.a.,
      above.  These provisions shall be the sole and exclusive measure
      of adjustment to the costs specified in the Price Schedule of this
      Contract without regard to actual changes in the cost or use of labor or
      materials over the term of the
Contract.

            


    

    


    6.
Fuel

    


    
      	
               
      

            	
              a.

            	
              At
      the discretion of the Authority, the Contractor shall establish a
      dedicated on-site fuel tank and/or a Contractor-Provided Fuel Card
      Program, or administer an Authority-Provided Fuel Card Program subject to
      the approval of the Project Manager.  A combination of on-site
      fueling and fleet fuel card will only be considered where Contractors are
      assigned a mixed fleet of gasoline and diesel Vehicles and only one type
      of fuel tank is available at the Contractor’s facility. The cost for all
      fuel used in Vehicles for Revenue Service, excluding charges for any taxes
      which the Authority is exempt, will be paid by the
    Authority.

            


    

    


    
      	
               
      

            	
              b.

            	
              Any
      fuel usage exceeding a ratio of 1.5 gallons for Vans and 1.15 gallons for
      Sedans per Vehicle Service Hour (the Authorized Fuel Usage) shall be
      presumed by the Authority to be unauthorized fuel usage (the Unauthorized
      Fuel Usage).   The cost of Unauthorized Fuel Usage attributable
      to the Contractor will be deducted on a monthly basis from the Authority’s
      payment to the Contractor (Usage Deduction).  For the purposes of all
      calculations, deductions and credits, gasoline and diesel will be handled
      separately.

            


    

    


    
      	
               

            	
              c.

            	
              In
      the event there is Unauthorized Fuel Usage, the monthly payment to the
      Contractor shall be reduced by an amount equal to the number of gallons
      used by the Contractor which exceeds its Authorized Fuel Usage (i.e.,
      Unauthorized Fuel Use) for the month as multiplied by the average fuel
      cost per gallon for such month.

            


    


    
      
         


      

      
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
               
      

            	
              d.

            	
              Savings
      in fuel costs resulting from the Contractor operating under its Authorized
      Fuel Usage (“Economic Fuel Usage”) will be accrued to the Contractor on an
      annual basis.  If any monthly deductions for Unauthorized Fuel
      Usage occurred, an annual review of the Contractor’s fuel usage for that
      period will be performed.  The first review period will end on
      the completion of the first full calendar month after the anniversary of
      the Revenue Service start date and will be performed thereafter
      annually.  The Contractor's total fuel usage shall be compared
      against the Contractor’s total Authorized Fuel Usage for the period under
      review.

            


    

    


    
      	
               
      

            	
              e.

            	
              If
      for the annual review period, the Contractor is found to have an Economic
      Fuel Usage for which the total gallons used is less than the total gallons
      authorized for the review period, the Contractor may seek a credit equal
      to the number of gallons used in the total period’s Usage Deduction
      multiplied by the average price per gallon for the review
      period.

            


    

    


    
      	
               
      

            	
              f.

            	
              If
      for the annual review period, the Contractor is found to have a total
      Unauthorized Fuel Usage that is less than the sum total of all monthly
      Unauthorized Fuel Usage during the review period, the Contractor may seek
      a partial credit equal to the difference in gallons between the two
      multiplied by the average price per gallon for the review
      period.

            


    

    


    
      	
               
      

            	
              g.

            	
              In
      no event shall the dollar value of any partial credit and any prior
      credits for fuel costs during the subject year exceed the total
      unreimbursed Fuel Costs during such
year.

            


    

    


    
      	
               
      

            	
              h.

            	
              The
      Authority will specify the type of fuel to be
  provided.

            


    

    


    
      	
            	
              7. 

            	
              Reimbursable
      Costs (Pass Through Costs)

            


    

    


    
      	
               
      

            	
              a.

            	
              Contractor
      Provided Fuel Card:

            


    

    


    The
Contractor shall insure that the card will be used for fuel only.  The card
shall entitle the Contractor to purchase fuel at the pump price or less. The
Contractor shall review usage on a regular basis through the reports available
through the fuel or fleet card provider.

    


    
      
        	
              	
                i.

              	
                Each
      monthly payment to the Contractor shall be reduced by an amount equal to
      the number of gallons used by the Contractor which exceeds its Authorized
      Fuel Usage (i.e., Unauthorized Fuel Use) for the month multiplied by the
      average fuel cost per gallon invoiced by the Contractor for such
      month.

              


      

    

    


    
      	
               
      

            	
              ii.

            	
              On
      a monthly basis, the Authority shall reimburse the Contractor’s actual
      Authorized Fuel Usage costs, exclusive of any taxes charged for which the
      Authority is exempt. The Authority will pay the Contractor for any taxes
      which the Authority is not exempt. The Contractor shall provide the fuel
      card invoice.  The Contractor shall maintain detailed reports of
      the card usage that shall, at a minimum provide the date, time of fueling,
      price per gallon, any discount provided, number of gallons, vehicle
      number, total monthly gallons used and total cost.  Upon the
      request of the Project Manager, the Contractor shall provide these
      reports.

            


    


    
      
         


      

      
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      
        	
              	
                iii.

              	
                In
      the event the Contractor receives any notice of a denial of its claim for
      a fuel tax refund, the Contractor shall immediately inform the
      Authority.  Further, in such event the Contractor shall not take
      any action (e.g., waive its right to have the IRS or NYS Department of
      Taxation further consider its claim) which might impair its opportunity
      (or the Authority's ability) to dispute (without bringing suit) the denial
      of its claim. If the Contractor fails to abide by these requirements, the
      Authority shall have no obligation to pay the Contractor the amount of the
      fuel taxes in issue.

              


      

    

    


    
      	
               
      

            	
              b.

            	
              On
      Site Bulk Delivery by Authority
Suppliers:

            


    

    


    
      	
            	
               
      

            	
              No
      payment to the Contractor for bulk delivered fuel will be made. The
      Authority will designate and make payments to the bulk fuel provider
      directly.

            


    

    


    
      	
            	
              c. 

            	
              Tolls

            


    

    


    On a
monthly basis, the Authority shall reimburse the Contractor’s actual expenses
for all EZ-PASS tolls and fees paid for operation of Revenue Vehicles in the
course of providing Revenue Service. Excessive manual tolls as determined by the
Authority will be disallowed.

    


    
      	
            	
              d. 

            	
              Registration

            


    

    


    Initial
Vehicle license plates, registrations and renewals including fees or taxes
payable upon submission of the invoice and copy of payment made.

    


    
      	
            	
              e. 

            	
              Fares

            


    

    


    A
deduction shall be made monthly for the total fares which the Contractor is
required to collect, except fares paid by AAR Coupon (see attachment 17).
Coupons shall submitted with monthly invoices. Fares will not be deducted from
the bill that the Contractor is not instructed to collect as per the
Manifest.

    


    
      	
            	
              f. 

            	
              Insurance
      Costs

            


    

    


    
      
        	
              	
                i.

              	
                No
      more frequently than once monthly, the Authority will pay the insurance
      premium costs paid by the Contractor for the contractually required
      comprehensive collision insurance.  Additionally, the Authority
      will pay actual premium costs for all required and permitted automobile
      insurance coverage, as well as premium financing costs, if the Project
      Manager expressly authorizes the Contractor to finance any or all premium
      costs.  The total annual payment for all such costs shall not
      exceed the amount stated for auto insurance reimbursable costs or any item
      that has not been approved by the Authority prior to the Contractor having
      entered into a legal commitment for the expenditure.  In the
      event that the Contractor's fleet is reduced, rebates on premiums and
      financing charges, if applicable, shall be obtained by the Contractor and
      refunded to the
Authority.

              


      

    


    
      
         


      

      
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      
        	
              	
                ii.

              	
                On
      an annual basis the scheduled reimbursable amount will be adjusted by the
      Authority to reflect the Contractor’s actual insurance premium costs for
      the upcoming insurance coverage year.  Each year, upon the
      Contractor’s receipt of any renewal notice for insurance coverage to be
      paid as a reimbursable cost by the Authority, the Contractor shall submit
      a copy of such notice and all requested documentation to the Authority
      including policy declaration pages, premium notices and/or invoices from
      the Contractor’s insurance company itemizing the premiums and
      corresponding insurance coverage to be provided.  Deductible
      rates established with applicable insurance coverage at the time of policy
      issuance shall remain as proposed by the
  Contractor.

              


      

    

    


    
      
        	
              	
                iii.

              	
                The
      Authority, in its sole discretion, may, at the commencement of the
      Contract or at any time thereafter, purchase Vehicle insurance for the
      Work.  In such event, the Contract will be modified to eliminate
      such insurance costs from the Contract
Price.

              


      

    

    


    
      
        	
              	
                iv.

              	
                The
      Authority will pay actual premium costs for Garage Keepers Liability
      or   collision coverage and associated premium financing
      costs if the Project Manager expressly authorizes such
    costs.

              


      

    

    


    
      	
            	
              g.

            	
              Computers
      and Peripherals

            


    

    


    The
Authority will pay the actual cost for personal computer/software and
peripherals that are replaced at the direction of the Project Manager due to
upgrades that are necessitated to maintain or upgrade the level of computer
service.  All maintenance and normal replacement of the personal
computer/software and peripherals are the responsibility of the
Contractor.

    


    
      	
              C.

            	
              Proper
      Invoice:

            


    

    


    
      	
               
      

            	
              1.

            	
              In
      order to allow appropriate time to complete the reconciliation process,
      the Contractor shall not submit any invoice prior to fifteen (15) calendar
      days after the end of each month that constitutes the billing
      period.  In addition to any other requirement set forth in this
      Contract with respect to what constitutes a proper invoice or for the
      Contractor to be entitled to receive payment, the Contractor's invoice, in
      triplicate, shall set forth (1) a description, with specificity, of the
      goods delivered, Work performed, services rendered, or other event
      initiating entitlement to payment pursuant to the terms of this Contract;
      (2) that portion of the Contract price related to such payment less any
      deductions such as retainage required pursuant to the terms hereof (if
      any); and (3) the Contract number.  Should the invoice not be
      calculated correctly, such as not taking into account retainage as a
      deduction, the Authority may either reject the invoice or treat the
      invoice as proper only to the extent of the correct calculation of the
      amount thereof.

            


    


    
      
         


      

      
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
               
      

            	
              2.

            	
              The
      Authority will return incomplete or improper invoices to the Contractor.
      The imposition of net thirty (30) calendar days for the Authority to make
      payment will not begin until a complete and proper invoice is returned to
      the Authority.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      Contractor shall provide a monthly bill itemized by the components of the
      Contract Price in paragraph B, above,
  “Payments.”

            


    

    


    
      	
               
      

            	
              4.

            	
              Supporting
      Documentation - The following are in addition to any other requirement set
      forth in this Contract with respect to supporting documentation that shall
      accompany an invoice:

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      Contractor's invoice shall be accompanied by appropriate documentation
      that the deliverable has been delivered in accordance with the Contract,
      and if this Contract requires acceptance thereof as a condition precedent
      to payment, that the deliverable has been so
  accepted.

            


    

    


    
      	
               
      

            	
              b.

            	
              All
      invoices for Vehicle Service Hours shall be supported by complete and
      adequate documentation sufficient to permit the Authority to confirm that
      the Vehicle Service Hours were
provided.

            


    

    


    
      	
               
      

            	
              c.

            	
              All
      invoices for Vehicle insurance costs shall be accompanied by a copy of the
      original invoice from the insurance company and a copy of the Contractor’s
      check for payment, and any other supporting documentation that the
      Authority directs.  Quarterly insurance premium for collision,
      fire, theft and vandalism and, on an optional basis, glass, at the actual
      amount invoiced by the insurance carrier payable upon submission of the
      invoice and copy of payment made.

            


    

    


    
      	
               
      

            	
              d.

            	
              Invoices
      shall also be accompanied by all affidavits and other records, as
      applicable, including EZ-Pass billing records in disk form and with their
      supporting documentation, and other records provided for or required by
      the Contract to establish the amount of payment and/or performance of the
      Work billed, as well as a statement with sufficient specificity which
      establishes the basis on which the payment is due according to the
      Contract.  Any documentation generated by the Authority, such as
      certificate of acceptance, will be issued in accordance with the terms of
      the Contract.

            


    

    


    
      	
               
      

            	
              e.

            	
              A
      sworn certificate or equivalent document signed by a knowledgeable officer
      of the Contractor that the services covered by the Contract have been
      performed for the period covered by the invoice.  Any false
      certification shall render the invoice void, and the Authority shall be
      entitled to recover immediately any monies paid on such
      invoices.

            


    

    


    
      	
               
      

            	
              f.

            	
              All
      bills for fuel shall be accompanied by copies of the monthly invoice
      received by the Contractor from its fuel provider and the check(s) to pay
      such invoices. Contractor shall ensure that all fuel invoices from its
      fuel provider clearly delineate the type and amount of taxes
      charged.

            


    


    
      
         


      

      
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
              D.

            	
              Inspection,
      Review and Audit: In addition to any other requirements pertaining to the
      right of the Authority or other entity to perform inspections, reviews or
      audits with respect to any payment or to the Contract as a whole, the
      Authority reserves the right to inspect, review and/or audit each invoice
      for payment to verify that the invoice amount is consistent with the
      materials, labor, goods, and/or services provided and is in accordance
      with the provisions of the Contract, as well as to determine the resources
      applied or used by the Contractor in fulfilling the terms of the Contract
      or otherwise to verify that the Work, goods or services billed for were
      provided in accordance therewith.  The Authority will require
      ten (10) Authority business days from the Receipt of Invoice Date within
      which to perform this function.

            


    

    


    
      	
              E.

            	
              Set-off:  The
      Authority shall have the right to set-off against any payment due the
      Contractor under this Contract any unpaid legally enforceable debt owed by
      the Contractor to the Authority as outlined in Authority's Prompt Payment
      Rules (21 NYCRR §1002).

            


    

    


    
      	
              F.

            	
              Liquidated
      damages as well as monies equal to the fare revenue that should have been
      collected, calculated as the number of Customer and Guest trips performed
      times the then applicable fare, shall be deducted by the Authority from
      the payments made to the Contractor each
month.

            


    

    


    
      	
              G.

            	
              Designated
      Payment Office: The Designated Payment Office, to which all invoices and
      supporting documentation are required to be submitted under this Contract,
      are as follows:

            


    

    


    
      
        	
              	
                1.

              	
                Original
      and one (1) copy of all invoices
to:

              


      

    

    


    
      New
York City Transit Authority

    

    
      Disbursements
Section

    

    
      2
Broadway, 15th
Floor

    

    
      New
York, New York 10004

    

    


    
      
        	
              	
                2.

              	
                In
      addition, one (1) copy of all invoices to the designated Project Manager
      for this Contract at his or her mailing
address:

              


      

    

    


    
      Project
Manager

    

    
      New
York City Transit

    

    
      Paratransit
Division,

    

    
      33-00
Northern Blvd, 8th
Floor

    

    
      Long
Island City, NY 11101

    

    


    
      	
              H.

            	
              Conditions
      Precedent to Payment: Unless otherwise stipulated in writing by the
      parties, the Authority shall make payment subject to the following
      conditions, which are, unless waived in whole or in part by the Authority
      in writing, conditions precedent to
payment:

            


    

    


    
      	
               
      

            	
              1.

            	
              The
      Contractor is not, in the Project Manager’s opinion, in breach of any
      terms or provision of this
Contract;

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      Project Manager has accepted the
Work;

            


    

     

    
      
         


      

      
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
               
      

            	
              3.

            	
              All
      records required to be submitted to the Authority have been received by
      the Authority, unless the Project Manager has, in writing, granted an
      extension of time.

            


    

    


    
      	
              I.

            	
              Withholding
      Payment: The Authority may withhold sums equal to any claims of the
      Authority against the Contractor, for indemnification, pending settlement
      or other disposition of such claim.  The Authority may withhold
      from any payment otherwise due the Contractor as much as may be necessary
      to protect the Authority and if it so elects may also withhold any amounts
      due from the Contractor to any Subcontractors or Suppliers for work
      performed or material furnished by them.  The foregoing
      provisions shall be construed solely for the benefit of the Authority and
      will not require the Authority to determine or adjust any claims or
      disputes between the Contractor and his Subcontractors or Suppliers, or to
      withhold any monies for their protection unless the Authority elects to do
      so.  The failure or refusal of the Authority to withhold any
      monies from the Contractor shall in no way impair the obligations of any
      surety or sureties under any bond or bonds furnished under this
      Contract.  The Authority may withhold payment to the Contractor,
      if the Contractor fails to remedy unsuitable conditions.  The
      Contractor shall be given written notice of any unsuitable
      conditions.

            


    

    


    
      	
              J.

            	
              Prompt
      Payment Rules and Regulations - The Authority will pay proper invoices
      within the time periods provided in the Prompt Payment Rules and
      Regulations.  Payment will be deemed to have been made upon
      being mailed by the Authority.

            


    

    


    
      	
              K.

            	
              Final
      Payment - After the expiration of the Contract, or its termination, the
      Contractor shall submit an invoice marked "Invoice for Final Payment"
      covering all items not previously invoiced.  This "Invoice for
      Final Payment" shall contain or be accompanied by the information or
      supporting documentation, and shall otherwise be in the form, described in
      this Article or elsewhere in this Contract.  Any dispute over
      the proper amount of the final payment is subject to the dispute
      resolution provisions (Article 212) of this
  Contract.

            


    

    


    
      	
              L.

            	
              Audit
      and Adjustment: All payments are subject to audit and adjustment by the
      Authority.  Contractor shall make its records available for
      three (3) years after the letter of termination of or final payment under
      this Agreement.

            


    

    


    
      	
              M.

            	
              Retainage:
      The Authority will retain an amount equal to 5% of each monthly payment
      for the first year of the Contract.  In each subsequent month,
      the Authority will retain an amount equal to 5% of each monthly payment
      minus an amount equal to the average of monthly retainages for the prior
      Contract years.  Such retained monies shall be held as security
      for the full and faithful performance by the Contractor of all the
      conditions, covenants and requirements contained in this Agreement.
      Pass-Through items identified in Item 4 of the Price Schedule will be
      excluded from retainage.

            


    

    


    
      	
              ARTICLE
      111

            	
              DRUG
      AND ALCOHOL TESTING

            


    

    


    
      	
              A.

            	
              A
      portion of the Work to be performed by the Contractor falls within the
      definition of “Safety Sensitive” as that term is defined by FTA
      Regulations, 49 CFR Part 655.  Therefore, the Contractor is
      required to establish a substance abuse testing program in compliance with
      FTA Regulations, 49 CFR Part 40.  These requirements are further
      described in SCHEDULE X,
      FEDERAL DRUG AND
      ALCOHOL TESTING REQUIREMENTS, Attachment 8
  hereto.

            


    


    
      
         


      

      
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
              B.

            	
              In
      addition, the Contractor agrees to maintain a Drug and Alcohol program
      that adheres to a “Zero-Tolerance” policy, meaning that the Contractor
      shall immediately and permanently remove any employee testing positive for
      drugs or alcohol (or refusing to submit to testing) from performing
      any  safety-sensitive function under this
    Contract.

            


    

    


    
      	
              ARTICLE
      112

            	
              PRIVACY
      ACT

            


    

    


    
      	
              A.

            	
              The
      Contractor agrees to comply with, and assures the compliance of its
      employees with, the information restrictions and other applicable
      requirements of the Privacy Act of 1974, 5 USC §552a.  Among
      other things, the Contractor agrees to obtain the express consent of the
      Federal Government before the Contractor or its employees operate a system
      of records on behalf of the Federal Government.  The Contractor
      understands that the requirements of the Privacy Act, including the civil
      and criminal penalties for violation of that Act, apply to those
      individuals involved, and that failure to comply with the terms of the
      Privacy Act may result in termination of the
  Contract.

            


    

    


    
      	
              B.

            	
              The
      Contractor also agrees to include the requirements of this Article in all
      subcontracts to administer any system of records on behalf of the Federal
      Government issued pursuant to this
Contract.

            


    

    


    
      	
              ARTICLE
      113

            	
              VEHICLE
      LEASES

            


    

    


    Unless
otherwise directed by the Authority, the Contractor shall utilize Authority
owned paratransit Vehicles to provide Revenue Service, and Authority owned
Non-Revenue Vehicles which shall be assigned and leased to the Contractor
subject to the terms and conditions of the lease that is appended hereto and
incorporated herein as Attachment No. 3. The Contractor shall pay a one time
charge of one dollar ($1.00) for each Vehicle leased to the Contractor which
shall be deducted by the Authority from the monthly bill.

    


    
      	
              ARTICLE
      114

            	
              PROSECUTION
      OF THE WORK

            


    

    


    
      	
              A.

            	
              During
      the prosecution of the Work, should unforeseen difficulties of any nature
      be encountered, the Contractor shall promptly notify the Project Manager
      and take every necessary or proper precaution to overcome the unforeseen
      difficulty according to the direction of the Project Manager and as
      provided in these Contract
Documents.

            


    

    


    
      	
              B.

            	
              All
      goods and workmanship shall be of the best class in every respect, and the
      Project Manager shall be the sole judge of quality and
      efficiency.

            


    

    


    
      	
              C.

            	
              In
      all operations connected with the Work, the Contractor shall comply with
      applicable local laws and ordinances of the City of New York, and all laws
      of the State of New York which control or limit in any way the actions of
      those engaged in the Work, or affecting the Work belonging to or used by
      them, shall be strictly complied with, and further, the Contractor shall
      comply with all applicable Federal, State and City regulations regarding
      the transportation of Customers and other
  passengers.

            


    


    
      
         


      

      
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
              D.

            	
              The
      Contractor shall employ only competent, skillful, and faithful personnel
      to do the Work.

            


    

    


    
      	
              E.

            	
              The
      Contractor hereby represents that prior to submitting his proposal, he
      examined the Scope of Work in detail and satisfied himself as to the
      intent of the Scope of Work relating to the Work to be performed, and he
      shall not at any time make any claim for damages or extension of time, or
      any other demand because of any misinterpretation or misunderstanding of
      the Scope of Work, or because of any lack of
  information.

            


    

    


    
      	
              F.

            	
              All
      goods of whatever kind, which, during their installation become damaged
      from any cause whatsoever, shall be removed and shall be replaced by new,
      undamaged goods without any additional cost to the
    Authority.

            


    

    


    
      	
              G.

            	
              The
      Contractor shall furnish all labor, material, plant, tools, supplies and
      other means necessary to perform the Work described in the Contract
      Documents in accordance with the Scope of Work, and shall perform such
      Work within the direction and to the satisfaction of the Project
      Manager.

            


    

    


    
      	
              H.

            	
              All
      Work by the Contractor shall be within the time specified in the
      Contract.

            


    

    


    
      	
              ARTICLE
      115

            	
              INSURANCE

            


    

    


    
      	
              A.

            	
              The
      Contractor and any Subcontractor shall procure at a minimum, the insurance
      coverage specified in Attachment 4.  The Contractor or
      Subcontractor shall be responsible for any deductible
    amount.

            


    

    
      	
              B.

            	
              At
      the discretion of the Project Manager, the Contractor shall procure
      collision insurance, in an amount prescribed by the Project Manager, in
      lieu of Garage Keepers Legal Liability
  Insurance.

            


    

    


    
      	
              C.

            	
              The
      Authority has adopted a Central Insurance Program to be administered by
      MTA Risk & Insurance Management, which provides Automobile and Truck
      Liability Insurance for all Revenue Vehicles used in the Authority’s
      paratransit service, with limits and other provisions as set forth in
      Attachment No. 4, “Schedule A.1 – Modified Insurance Requirements for
      Paratransit Contracts,” and also provides a Third Party Administrator to
      process and investigate claims and defend the Insureds with regard to all
      claims and actions covered by such liability insurance.  The
      Contractor is a Named Insured under the aforesaid policy.  In
      addition, the aforesaid policy shall name as Additional Insureds the
      following parties, as applicable:  (i) any corporate parent of
      the Contractor which has provided a guarantee of Contractor's performance
      under this Contract; and (ii) any third party lessor of Revenue Vehicles
      to Contractor.  It is the Contractor's responsibility to timely
      notify the Authority of any such parties to be named as Additional
      Insureds.

            


    

    


    
      	
              D.

            	
              In
      the event a Vehicle or Non-Revenue Vehicle is deemed totaled by the
      Authority, the ‘replacement value’ shall be calculated by a daily straight
      line depreciation on the full purchase price over seven (7) years for a
      Van and seven (7) years for a Sedan and ten (10) years for a Non-Revenue
      Vehicle starting on the first day of Revenue Service.  The
      Contractor shall be responsible to pay the replacement value including the
      deductible.

            


    


    
      
         


      

      
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
              ARTICLE
      116

            	
              RISK
      OF LOSS

            


    

    


    
      	
              A.

            	
              The
      Contractor assumes the risk of, and shall be responsible for, any loss or
      damage to Authority property, including property and equipment leased from
      the Authority, used in the performance of this Contract, and caused,
      either directly or indirectly by the acts, conduct, omissions or lack of
      good faith of the Contractor, its officers, managerial personnel, and
      employees or any person, firm, company, agent or others engaged by the
      Contractor as expert, consultant, specialist, or Subcontractor
      hereunder.

            


    

    


    
      	
              B.

            	
              In
      the event that any such Authority property is lost or damaged, except for
      normal wear and tear, then the Authority shall have the right to withhold
      further payments hereunder for the purpose of set-off, in sufficient sums
      to cover such loss or damage.

            


    

    


    
      	
              C.

            	
              Contractor’s
      obligation hereunder is to immediately repair, replace and make good such
      loss or damage so as to restore the Work to the same character and
      condition as before the loss or damage in accordance with the Contract
      Documents without cost to the
Authority.

            


    

    


    
      	
              D.

            	
              The
      rights and remedies of the Authority provided herein shall not be
      exclusive and are in addition to any other rights and remedies provided by
      law or by the Contract.

            


    

    


    
      	
              ARTICLE
      117

            	
              SUBCONTRACTORS

            


    

    


    
      	
              A.

            	
              If
      the Contractor will cause any part of this Contract to be performed by a
      Subcontractor, unless otherwise expressly provided elsewhere in this
      Contract, the provisions of this Contract shall apply to such
      Subcontractor and its officers, agents and employees in all respects as if
      it and they were employees of the Contractor; and the Contractor shall not
      be in any manner thereby discharged from its obligations and liabilities
      hereunder, but shall be liable hereunder for all acts and negligence of
      the Subcontractor, its officers, agents and employees, as if they were
      employees of the Contractor.  The employees of the Subcontractor
      shall be subject to the same provisions hereof as the employees of the
      Contractor; and the Work performed by the Subcontractor shall be subject
      to the provisions hereof as if performed directly by the
      Contractor.

            


    

    


    
      	
              B.

            	
              The
      Contractor, before making any subcontract for any portion of the Work,
      shall state in writing to the Authority the name of the proposed
      Subcontractor, the portion of the Work which the proposed Subcontractor is
      to do, its place of business, and such other information as the Authority
      may require.  The Authority will have the right to require the
      Contractor not to award any subcontract to a person, firm or corporation
      disapproved by the Authority.

            


    

    


    
      	
              C.

            	
              Before
      entering into any subcontract hereunder, the Contractor shall inform the
      proposed Subcontractor fully and completely of all provisions and
      requirements of this Contract relating either directly or indirectly to
      the Work to be performed.  Such Work performed by a
      Subcontractor shall strictly comply with the requirements of this
      Contract.

            


    


    
      
         


      

      
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
              D.

            	
              In
      order to qualify as a Subcontractor satisfactory to the Authority, in
      addition to the other requirements herein provided, the Subcontractor
      shall be prepared to prove to the satisfaction of the Authority that it
      has the necessary facilities, skill and experience, and ample financial
      resources to perform the Work in a satisfactory manner.  To be
      considered skilled and experienced, the proposed Subcontractor shall show
      to the satisfaction of the Authority that it has satisfactorily performed
      Work of the same general type which is required to be performed under this
      Contract.

            


    

    


    
      	
              E.

            	
              If
      any proposed Subcontractor or Supplier is a subsidiary or affiliate of
      Contractor, then the Authority will require the submission of two (2)
      additional competitive bids (for a total of three) from other potential
      Subcontractors or Suppliers for the Work required to be performed under
      this Contract.  The Contractor shall provide justification for
      the selection of its own subsidiary or affiliate and will be subject to
      Authority review and approval.

            


    

    


    
      	
              ARTICLE
      118

            	
              RELATIONSHIP
      OF CONTRACTOR TO THE AUTHORITY

            


    

    


    The
relationship of Contractor to the Authority is that of an independent
Contractor, and said Contractor, in accordance with its status as such,
covenants and agrees that it shall conduct itself consistent with such status,
that it shall neither hold itself out as nor claim to be an officer or employee
of the Authority (or the MTA or the City) by reason hereof, and that it shall
not, by reason hereof, make any claim, demand or application to, or for any
right or privilege applicable to an officer or employee of the Authority (or the
MTA or the City), including, but not limited to, Workers' Compensation coverage,
Unemployment Insurance Benefits, Social Security coverage or retirement
membership or credit.

    


    
      	
              ARTICLE
      119

            	
              DISCLOSURE

            


    

    


    Contractor
hereby represents that to the best of its knowledge neither it nor any of its
personnel has been the subject of any investigation or has any of them been
convicted or indicted for commission of any crime involving misconduct,
corruption, bribery, or fraud in connection with any public contract in the
State of New York or any other jurisdiction, except as has been specifically
disclosed in writing to the Authority, and that, should any such conviction or
indictment be obtained or any such investigation commenced prior to the
expiration of the term hereof, regardless of the date of the occurrence giving
rise to the subject matter of such conviction, indictment or investigation, it
shall be disclosed in writing to the Authority.  Breach of this
provision is expressly understood to constitute a material breach
hereof.

    


    
      	
              ARTICLE
      120

            	
              CONFIDENTIALITY/ADVERTISITING
      LIMITATION

            


    

    


    The
Contractor hereby acknowledges and agrees that the materials and information
supplied or revealed by the Authority to the Contractor in the course of or in
connection with the performance by the Contractor of its obligations hereunder
contain valuable confidential business information and trade secrets relating to
the Authority’s business which are the sole and exclusive property of the
Authority, and the Contractor agrees to observe complete confidentiality with
respect thereto.  The Contractor’s obligations and the Authority’s
rights under this Article shall survive the expiration or termination of this
Agreement for any reason whatsoever (including, without limitation, a material
breach by the Contractor of its obligations hereunder).


    
      
         


      

      
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
              A.

            	
              Confidential
      Information

            


    

    


    
      	
            	
              1.

            	
              For
      purposes of this Article, the term “Contractor” shall be deemed to include
      its principals, members, directors, officers and employees, and shall also
      be deemed to include its Subcontractors, Suppliers, consultants and
      agents, as well as their principals, members, directors, officers,
      employees, agents and consultants.  The Contractor and the above
      mentioned individuals or entities shall keep confidential all information
      furnished to it (them) by the Authority or otherwise learned or derived by
      it (them) about or in connection with this Project, any other
      MTA/Authority project or contract or MTA/Authority policies, procedures,
      operations, or infrastructure (“Confidential
      Information”).  Confidential Information includes, but is not
      limited to, specifications, drawings, plans, diagrams, sketches,
      renderings and other technical data and information, as well as all
      designs, maps, surveys, design calculations, shop drawings, charts,
      photographs (including “progress photographs”) and CADD materials and
      media.  Confidential Information pertaining to this Project may
      only be utilized in connection with such Project and by individuals who,
      in fact, have a “need to know” the contents of such Confidential
      Information, and shall be appropriately safeguarded by the Contractor from
      disclosure to anyone who is not so authorized by the Authority to have
      access thereto.

            


    

    


    
      	
            	
              2.

            	
              Neither
      the Contractor nor any of the above mentioned individuals or entities may
      sell, transfer, disclose, display or otherwise make available to anyone
      any part of such Confidential Information without the prior written
      consent of the Authority.

            


    

    
      	
            	
              3.

            	
              The
      Contractor and the above mentioned individuals or entities shall not and
      hereby represent and warrant that it/they shall not (nor shall it/they
      through an agent or third party), unless agreed to in writing by the
      Authority:  (i) send, ship, mail, deliver, email or otherwise
      transmit in or by any fashion whatsoever (whether manually, by machine, by
      facsimile or other electronic or digital technology or by other technology
      or method), or (ii) enter into or issue an agreement, subcontract or other
      instrument to send, ship, mail, deliver, email or otherwise transmit in or
      by any fashion whatsoever (whether manually, by machine, by facsimile or
      other electronic or digital technology or by other technology or method),
      any such Confidential Information in any form or by any means (and if in
      electronic form, for any such Confidential Information to be transmitted
      to or reside in a computer or electronic device located) outside of the
      United States.

            


    

    


    
      	
            	
              4.

            	
              The
      Contractor shall advise each of its employees, agents, consultants,
      Subcontractors and Suppliers who may be exposed to such Confidential
      Information of their obligation to maintain the confidentiality
      thereof.  In addition, the Contractor agrees to cooperate fully
      and provide any assistance necessary to ensure the confidentiality of the
      Confidential Information.

            


    

    


    
      	
            	
              5.

            	
              At
      any time during the term of this Contract, the Contractor shall forthwith
      deliver to the Authority any and all media containing any Confidential
      Information as the Authority shall request.  The special
      confidentiality obligations as set forth in this Article shall continue
      until specifically released by the Authority in writing, except where
      release thereof has been finally ordered by a court of competent
      jurisdiction.

            


    


    
      
         


      

      
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
               
      

            	
              6.

            	
              The
      Contractor and the above mentioned individuals or entities hereby
      represent and warrant that at the conclusion of the Project or upon its
      termination, any Confidential Information that is to be retained by
      it/them for archival/audit/legal purposes shall be certified as such and
      shall be maintained in a secure facility, and that it/they shall maintain
      care, custody and control over any and all media containing any
      Confidential Information while in such secure facility and until any and
      all media containing the Confidential Information are either returned to
      the Authority or destroyed as provided in paragraph 7.,
    below.

            


    

    


    
      	
               
      

            	
              7.

            	
              Except
      as provided in paragraph 6, above, at the conclusion of the Project or
      upon its termination, unless otherwise instructed in writing by the
      Authority, the Contractor and the above mentioned individuals or entities
      shall destroy its/their copies of any and all media containing all
      Confidential Information such that recognition or reconstruction of the
      Confidential Information is precluded.  Unless otherwise
      permitted by the Authority, cross cut shredding of hardcopy items,
      physical destruction of diskettes, floppies, CDs, DVDs, and any other
      recordable media, deleting of electronic items by permanent deletion or
      non-retrievable/irreversible placement in delete overwrite status are the
      Authority’s required methods of such destruction with respect to documents
      or materials containing Confidential Information which the Authority has
      instructed are to be destroyed.

            


    

    


    
      	
               
      

            	
              8.

            	
              In
      the event the Contractor or any of the above mentioned individuals or
      entities learns or believes that Confidential Information has been
      released or believes that Confidential Information is about to be
      released, the Authority shall be notified
  immediately.

            


    

    
      
        	 	 
	
                B.

              	
                Approval
      for Publication of Reports

              


      

    

    


    The
Contractor and the above mentioned individuals or entities shall neither publish
nor circulate in any form or media any Confidential Information or any reports,
studies, analyses, recommendations, or any other materials of whatsoever nature
prepared by the Contractor or any of the above mentioned individuals or entities
without first obtaining the written approval of the Authority.

    


    
      
        	
                C.

              	
                Press
      Releases

              


      

    

    


    To the
fullest extent permitted by law, the Contractor and the above mentioned
individuals or entities agree(s) that it/they shall issue any news release to
the public press or any publication wholly or partly related to its/their work
under this Contract without first obtaining the written approval of the
Authority.  The Contractor and the above mentioned individuals or
entities further agree(s) that it/they shall not make speeches, engage in public
appearances, publish articles or otherwise publicize its work under this
Contract without the prior written approval of the Authority.

    


    
      
        	
                D.

              	
                Violations
      of this Article

              


      

    

    


    
      	
              Breach
      of any of the foregoing provisions may be deemed by the Authority to be a
      material breach of the Contract.  It is understood and agreed
      that in the event of any such breach by the Contractor of these
      provisions, damages may not be an adequate remedy and the Authority shall
      be entitled to injunctive relief to restrain any such breach or threatened
      breach.

            


    


    
      
         


      

      
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    SPECIFIC
CONTRACT PROVISIONS

    


    
      	
              ARTICLE
      121

            	
              AMENDMENTS

            


    

    


    This
Contract may be amended only by an instrument in writing executed by the
Authority and Contractor.

    


    Any and
all notices under this Agreement, if to the Contractor shall be delivered
to:

    


    CONTRACTOR
NAME AND ADDRESS INSERTED HERE

    


    and if to
the Authority,

    Project
Manager

    New
York City Transit

    Paratransit
Division

    33-00
Northern Blvd.

    Long
Island City, New York 11101

    718-393-4013

    718-393-4034
(Fax)

    


    
      	
              ARTICLE
      122

            	
              ATTACHMENTS

            


    

    


    Attachment
Numbers 1 through 31 are incorporated in this Contract and shall be deemed to
apply to the entire Contract.

     

    
      	
              ARTICLE
      123

            	
              RESCISSION

            


    

    


    In the
event that the Authority elects to execute this Contract prior to submission by
the Contractor of any required document, such as insurance policies, performance
bond and DBE documentation, and approval of such items by the Authority of any
required document, such as an insurance policy, the Authority may, in its sole
discretion, rescind this Contract if all such matters have not been resolved to
the Authority's satisfaction within thirty (30) days after execution
hereof.

    


    
      	
              ARTICLE
      124

            	
              EXTENSION
      OF TERM

            


    

    


    
      	
              A.

            	
              The
      Authority has the option to extend the term of the Contract with no change
      to the Contract Price, except for those adjustments to the Contract Price
      which are set forth in the Contract, for up to ten (10) additional
      year(s).  This option may be exercised, in the sole discretion
      of the Authority, for a single or multiple
  terms.

            


    

    


    
      	
              B.

            	
              The
      option shall be exercised by notification by the Authority to the
      Contractor, in writing, that it is exercising the option to extend the
      term of the Contract, at any time prior to one (1) month in advance of the
      expiration of the Contract.

            


    


    
      
         


      

      
        Page 29
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    SPECIFIC
CONTRACT PROVISIONS

    
      


      
        	
                ARTICLE
      125

              	
                ORDER
      OF PRECEDENCE

              


      



    
      	
              A.

            	
              If
      this Contract contains any errors, inconsistencies, ambiguities or
      discrepancies including typographical errors, the Contractor shall request
      a clarification of same by requesting a determination by the Project
      Manager.

            


    

     

    
      	
              B.

            	
              If
      there is a conflict between provisions of the Contract Documents, upon
      request for a determination by the Project Manager, the following order of
      precedence shall generally apply, except that regarding a conflict between
      or among provisions contained in the Scope of Work, Appendices and
      Specific Contract Provisions, the more stringent requirement or provision
      will generally be determined to
control.

            


    

     

    
      	
               
      

            	
              1.

            	
              The
      Specific Contract Provisions, except that mandatory statutory and
      regulatory provisions and requirements are not deemed superseded by
      anything to the contrary contained in the Technical Specifications or the
      Appendices.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      General Contract Provisions, except that mandatory statutory and
      regulatory provisions and requirements are not deemed superseded by
      anything to the contrary contained in the Technical Specifications, the
      Appendices or the Specific Contract
Provisions.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      Scope of Work.

            


    

    


    
      	
               
      

            	
              4.

            	
              The
      Price Schedule.

            


    

    


    
      	
               
      

            	
              5.

            	
              The
      Request for Proposals.

            


    

    


    
      	
               
      

            	
              6.

            	
              The
      Contractor’s Price Proposal, as revised and accepted by the
      Authority.

            


    


    
      
         


      

      
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                NEW
      YORK CITY TRANSIT AUTHORITY

              	
                GENERAL
      CONTRACT PROVISIONS

              


      

    

    Division
of Materiel

     

    Use
TOC from doc 376942

    TABLE
OF CONTENTS

    


    
      
        
          	 
      	 
      	
                  Page

                
	 
      	 
      	 
      
	
                  ARTICLE
      201

                	
                  Agreement

                	
                  1

                
	
                  ARTICLE
      202

                	
                  Notices

                	
                  1

                
	
                  ARTICLE
      203

                	
                  General
      Rules of Interpretation

                	
                  1

                
	
                  ARTICLE
      204

                	
                  Consent
      of Authority Required for Subcontracting, Subletting, or
      Assignment

                	
                  2

                
	
                  ARTICLE
      205

                	
                  Coordination
      With Other Contractors

                	
                  2

                
	
                  ARTICLE
      206

                	
                  Changes

                	
                  2

                
	
                  ARTICLE
      207

                	
                  Extensions
      of Time

                	
                  3

                
	
                  ARTICLE
      208

                	
                  Remedies
      in Case of Default & Termination for Cause

                	
                  5

                
	
                  ARTICLE
      209

                	
                  Termination
      for Convenience by the Authority

                	
                  6

                
	
                  ARTICLE
      210

                	
                  Termination
      for Convenience - Intergrity Matters

                	
                  6

                
	
                  ARTICLE
      211

                	
                  Authority
      of the Project Manager

                	
                  6

                
	
                  ARTICLE
      212

                	
                  Disputes

                	
                  7

                
	
                  ARTICLE
      213

                	
                  Withholding
      Money Due To Contractor to Meet Claims or Liens

                	
                  8

                
	
                  ARTICLE
      214

                	
                  Claims
      By Contractor

                	
                  9

                
	
                  ARTICLE
      215

                	
                  Substitution
      of Approved Securities

                	
                  9

                
	
                  ARTICLE
      216

                	
                  Use
      of Monies Withheld

                	
                  10

                
	
                  ARTICLE
      217

                	
                  Authority
      May Avail Itself of All Remedies

                	
                  10

                
	
                  ARTICLE
      218

                	
                  Relationship
      Between the Authority and Others

                	
                  10

                
	
                  ARTICLE
      219

                	
                  Liability
      and Indemnification

                	
                  10

                
	
                  ARTICLE
      220

                	
                  Patents,
      Copyrights and Infringement Claims

                	
                  11

                
	
                  ARTICLE
      221

                	
                  Quantities
      are Approximate/Variable Quantities Clause

                	
                  12

                
	
                  ARTICLE
      222

                	
                  General
      Representations and Warranties

                	
                  12

                
	
                  ARTICLE
      223

                	
                  No
      Estoppel and No Waiver

                	
                  15

                
	
                  ARTICLE
      224

                	
                  Safety
      Precautions

                	
                  15

                
	
                  ARTICLE
      225

                	
                  Inspection
      and Evaluation

                	
                  15

                
	
                  ARTICLE
      226

                	
                  Books
      and Records/Audit and Examination

                	
                  16

                
	
                  ARTICLE
      227

                	
                  Subcontractor/Supplier
      Books and Records

                	
                  16

                
	
                  ARTICLE
      228

                	
                  Brand
      Names/Substitution of Specified Material

                	
                  16

                
	
                  ARTICLE
      229

                	
                  Removal
      of Material/Waste Material

                	
                  17

                
	
                  ARTICLE
      230

                	
                  Quality
      Assurance

                	
                  17

                
	
                  ARTICLE
      231

                	
                  Compliance
      with Applicable Laws, Regulations/Environmental Matters

                	
                  17

                
	
                  ARTICLE
      232

                	
                  Final
      Payment to Act as Release

                	
                  20

                
	
                  ARTICLE
      233

                	
                  Independent
      Contractor

                	
                  20

                
	
                  ARTICLE
      234

                	
                  Contractor's
      Employees

                	
                  20

                
	
                  ARTICLE
      235

                	
                  Confidentiality/Advertising
      Limitation

                	
                  21

                
	
                  ARTICLE
      236

                	
                  Tax
      Exemption

                	
                  21

                
	
                  ARTICLE
      237

                	
                  Equal
      Employment Opportunities for Minority Group Members and
    Women

                	
                  21

                
	
                  ARTICLE
      238

                	
                  Antitrust
      Assignment

                	
                  22

                
	
                  ARTICLE
      239

                	
                  Grand
      Jury Testimony

                	
                  22

                
	
                  ARTICLE
      240

                	
                  Not
      Used

                	
                  23

                
	
                  ARTICLE 241

                	
                  New
      York Laws/Choice of Law, Consent to Jurisdiction and Venue

                	
                  23

                


        

      

    

    


    
      
        	
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      Contract

              	
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      i

              


      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    GENERAL
CONTRACT PROVISIONS

    


    TABLE
OF CONTENTS (continued)

    


    
      
        
          
            
              	 
      	 
      	
                      Page

                    
	 
      	 
      	 
      
	
                      ARTICLE
      242

                    	
                      Statute
      of Limitations on Right to Sue the Authority/No Claim Against Authority
      Officers, Agents or Employees

                    	
                      24

                    
	
                      ARTICLE
      243

                    	
                      Contract
      Documents Contain All Terms/Contractor Has Examined
    Contract

                    	
                      23

                    
	
                      ARTICLE
      244

                    	
                      All
      Legal Provisions Included

                    	
                      25

                    
	
                      ARTICLE
      245

                    	
                      Severability

                    	
                      25

                    
	
                      ARTICLE 246

                    	
                      Survival

                    	
                      25

                    


            

          

        

      

    

    
      
        	
                Contract
      Execution

              	
                follows
      after General Contract
Provisions

              


      

    

    


    SCHEDULES

    


    
      
        	
                Schedule
      A

              	
                Insurance
      Requirements

              
	
                Schedule
      J

              	
                Responsibility
      Questionnaire

              
	
                Schedule
      K

              	
                Opportunities
      for Minority and Women-Owned Business Enterprises

              
	
                Schedule
      W

              	
                Compliance
      with NYS State Finance law Sections 139-j and 139-k (“Lobbying
      Law”)

              
	
                Schedule X

              	
                Federal
      Drug and Alcohol Testing
Requirements

              


      

    

    


    
      
        	
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                Operating
      Contract

              	
                Page 
      ii

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    GENERAL
CONTRACT PROVISIONS

    


    
      ARTICLE
201         AGREEMENT

    

    


    The
Contractor agrees to perform the Work in accordance with requirements and terms
and provisions hereinafter set forth in the Contract Documents.  In
consideration for the complete, satisfactory and proper performance thereof by
the Contractor, the Authority agrees to pay to the Contractor, and the
Contractor agrees to accept as full compensation therefor, the sums of money set
forth in the Price Schedule at the time and in the manner and upon the terms and
conditions hereinafter set forth in the Contract Documents.

    


    
      ARTICLE
202         NOTICES

    

    


    Except as
otherwise specifically provided, the delivery of any notice, direction or
communication to the Contractor or the Authority shall be made by hand, mail, or
facsimile transmission directed to the Contractor at the address set forth in
the Bid and to the Authority to the attention of the Project Manager at the
address set forth in the Notice of Award, and shall be deemed to be sufficient
service thereof as of the date of such delivery by hand or transmission or three
(3) days after mailing.  With respect to notices to the Authority, the
Contractor shall additionally send a copy of each notice sent to the Project
Manager to the Authority's Division of Materiel to the attention of the
Procurement Representative.  The addresses may be changed at any time
by notice in writing.  Nothing contained herein shall be deemed to
preclude or render inoperative the service of any notice, direction or other
communication personally upon the Contractor, or if the Contractor is a
corporation, upon any officer or director thereof.  Nothing in this
article shall be deemed as a waiver by the Authority of other requirements with
respect to the service of process upon it.

    


    
      ARTICLE
203         GENERAL RULES OF
INTERPRETATION

    

    


    
      	
              A.

            	
              The
      Information for Bidders, the Bid (including the Price Schedule), General
      Contract Provisions, Specific Contract Provisions, Schedules (excluding
      Schedule H, Bidder’s Qualification Questionnaire or Schedule J,
      Responsibility questionnaire), all Addenda (if any), the Technical
      Specifications (if any), the Contract Drawings (if any), the Attachments
      (if any), and the Notice of Award, constitute the Contract and shall be
      referred to collectively as the “Contract” or the “Contract
      Documents.”

            


    

    


    
      	
              B.

            	
              The
      Contract is also deemed to include by reference those portions of the
      Bidder’s Qualification Questionnaire or Responsibility Questionnaire which
      contain additional conditions and obligations on the Contractor and rights
      in favor of the Authority.

            


    

    


    
      	
              C.

            	
              References
      to any agreement or other instrument shall be deemed to include such
      agreement or other instrument as it may, from time to time, be modified,
      amended, supplemented, or restated in accordance with its
      terms.

            


    

    


    
      	
              D.

            	
              The
      word “Contractor” when used in this Contract, shall mean the Bidder to
      whom the Authority awards this
Contract.

            


    

    


    
      	
              E.

            	
              The
      terms “hereof,” “herein,” “hereby,” “herewith,” “hereto,” and “hereunder”
      shall be deemed to refer to this
Contract.

            


    


    
      
         


      

      
        Page
1

        
          

        

      

      
         


      

    


    GENERAL
CONTRACT PROVISIONS

    


    
      	
              F.

            	
              The
      headings of the paragraphs are inserted for convenience only and shall not
      affect the construction or interpretation of this
  Contract.

            


    

    


    
      	
              G.

            	
              All
      references to “days” shall be deemed to be calendar days, unless otherwise
      expressly indicated.

            


    

    


    
      	
              H.

            	
              All
      references to “business days” shall be deemed to be references to the days
      of Mondays through Fridays, exclusive of Authority observed
      holidays.

            


    

    


    
      	
              I.

            	
              All
      notices hereunder must be in writing, in accordance with ARTICLE 202, NOTICES,
      unless expressly indicated
otherwise.

            


    

    


    
      	
              J.

            	
              As
      used herein the singular shall mean and include the plural; the masculine
      gender shall mean and include the feminine and neuter genders; and vice
      versa.

            


    

    


    
      	
              K.

            	
              Other
      terms appertaining to this Contract are set forth in the Specific Contract
      Provisions.

            


    

     

    
      ARTICLE
204         CONSENT OF AUTHORITY
REQUIRED FOR SUBCONTRACTING, SUBLETTING OR 

                                         ASSIGNMENT

    

    


    The
Contractor shall not subcontract, assign, transfer, convey, sublet or otherwise
dispose of this Contract or its right, title or interest in or to the same or
any part thereof without the prior written consent of the
Authority.  A violation of this provision shall be deemed to be a
material breach of the Contract.

    


    
      ARTICLE
205         COORDINATION WITH
OTHER CONTRACTORS

    

    


    During
the progress of the Work, it may be necessary for other contractors and/or other
persons (including personnel of the Authority) to do work in or about the work
site.  The Authority reserves the right to permit and put such other
contractors and such persons to work and to afford them access to the Work Site
(if applicable) at such time and under such conditions as does not unreasonably
interfere with Contractor.  The Contractor shall prosecute its Work
continuously and diligently and shall conduct its Work so as to minimize
interference with such other work.

    


    
      ARTICLE
206         CHANGES

    

    


    
      	
              A.

            	
              This
      Contract may be modified and changed from time to time as agreed to in
      writing between the parties hereto, in a manner not materially affecting
      the substance hereof.

            


    

    


    
      	
              B.

            	
              No
      change in or modification, termination or discharge of this Contract in
      any form whatsoever, shall be valid or enforceable unless it is in writing
      and signed by the party to be charged therewith or his duly authorized
      representative; provided, however, that any change in or modification,
      termination or discharge of this Contract expressly provided for in this
      Contract shall be effective as so
provided.

            


    

     

    
      
         


      

      
        Page
2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    
      	
              C.

            	
              It
      is agreed by the Contractor that any change resulting in additional Work
      shall be paid at the applicable rates set forth in the Price Schedule for
      equivalent items as determined by the Project Manager.  In the
      event that the Authority shall order additional Work for which there are
      no applicable rates set forth in the Price Schedule for equivalent items,
      it is understood and agreed by Contractor that the Authority and
      Contractor shall negotiate a mutually agreeable price to be paid by the
      Authority for Contractor's performance of such additional
      Work.  In the event that the parties are unable to agree upon a
      price for the additional Work, the Project Manager may nevertheless direct
      the Contractor to proceed with the additional Work.  The
      Contractor shall diligently proceed with the additional Work, but may,
      initiate a dispute within five (5) days of the Project Manager's directive
      to proceed pursuant to ARTICLE 212, DISPUTES,
      for a determination by the Disputes Resolution Officer (“DRO”) as to a
      reasonable price therefor.

            


    

    


    
      	
              D.

            	
              If
      as a result of the change or modification, the Authority determines that
      more time is required for the Contractor to complete performance than is
      specified within the Contract, the Authority will extend the time for
      Contractor’s performance by the number of days actually required for
      Contractor to complete the Work.

            


    

    


    
      ARTICLE
207         EXTENSIONS OF
TIME

    

    


    
      	
              A.

            	
              If
      the Contractor is delayed at any time during the progress of the Work by
      the neglect or failure of the Authority or by a force majeure, then the
      time for completion and/or affected delivery date(s) shall be extended by
      the Authority subject to the following
  conditions:

            


    

    


    
      	
               
      

            	
              1

            	
              the
      cause of the delay arises after the Notice of Award and neither was nor
      could have been anticipated by the Contractor by reasonable investigation
      before such award;

            


    

    


    
      	
               
      

            	
              2.

            	
              the
      Contractor demonstrates that the completion of the Work and/or affected
      delivery(s) will be actually and necessarily
  delayed;

            


    

    


    
      	
               
      

            	
              3.

            	
              the
      effect of such cause cannot be avoided or mitigated by the exercise of all
      reasonable precautions, efforts and measures whether before or after the
      occurrence of the cause of delay;
and

            


    

    


    
      	
               
      

            	
              4.

            	
              the
      Contractor makes written request and provides other information to the
      Authority as described in paragraph (D)
below.

            


    

    


    A delay
meeting all the conditions of this paragraph (A) shall be deemed an excusable
delay.  Any concurrent delay which does not constitute an excusable
delay shall not be the sole basis for denying a request hereunder.

    


    
      	
              B.

            	
              Any
      reference in this Article to the Contractor shall be deemed to include
      materialmen, Suppliers and Subcontractors, whether or not in privity of
      contract with the Contractor, all of whom shall be considered as agents of
      the Contractor for the purpose of this
Article.

            


    

    


    
      	
              C.

            	
              The
      Authority reserves the right to rescind or shorten any extension
      previously granted, if subsequently the Authority determines that any
      information provided by Contractor in support of a request for an
      extension of time was erroneous; provided however, that such information
      or facts, if known, would have resulted in a denial of the request for an
      excusable delay.  Notwithstanding the above, the Authority will
      not rescind or shorten any extension previously granted if the Contractor
      acted in reliance upon the granting of such extension and such extension
      was based on information which, although later found to have been
      erroneous, was submitted in good faith by the
  Contractor.

            


    


    
      
         


      

      
        Page
3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    
      	
              D.

            	
              The
      request for an extension of time pursuant to paragraph (A) above, shall be
      made within ten (10) days after the time when Contractor knows or should
      know any cause for which it may claim an excusable delay and shall provide
      any actual or potential basis for an extension of time, identifying such
      cause and describing, as fully as practicable at that time the nature and
      expected  duration of the delay and its effect on the completion
      of that part of the Work identified in the request.  Contractor
      shall not be entitled to an extension of time unless it affirmatively
      demonstrates that it is entitled to such extension.  The
      Authority may require the Contractor to furnish such additional
      information or documentation as the Authority shall reasonably deem
      necessary or helpful in considering the requested
      extension.  The Contractor must also comply with requirements
      sets forth in the Specifications (if any) regarding Contractor’s detailed
      schedule for performance.

            


    

    


    
      	
              E.

            	
              Within
      thirty (30) days of its receipt of all such information and documentation
      [or within thirty (30) days of Contractor’s filing of the original request
      in the event the Authority requires no such additional material] the
      Authority shall advise the Contractor of its decision on such requested
      extension; except that, where it is not reasonably practicable for the
      Authority to render such decision in the thirty (30) day period, it shall,
      prior to the expiration of such period, advise the Contractor that it will
      require additional time and the approximate date upon which it expects to
      render such decision.

            


    

    


    
      	
              F.

            	
              In
      regard to an injunction, strike or interference of public authority which
      may delay the Work, the Contractor shall promptly give the Authority a
      copy of the injunction or other order and copies of the papers upon which
      the same shall have been granted.  The Authority shall be
      accorded the right to intervene or become a party to any suit or
      proceeding in which any such injunction shall be obtained and to move to
      vacate the same or otherwise, as the Authority may deem
      proper.

            


    

    


    
      	
              G.

            	
              Neither
      the permitting of the Contractor to proceed with the Work subsequent to
      the date specified in the Contract (as such date may have been extended
      pursuant to this Article), the making of any payments to the Contractor
      thereafter, nor the issuance of any Change Order thereafter, shall operate
      as a waiver on the part of the Authority of any rights under this
      Contract, including but not limited to the assessment of liquidated
      damages (if any) or declaring Contractor in
  default.

            


    

    


    
      	
              H.

            	
              In
      case the Contractor shall be delayed at any time or for any period by two
      or more of the causes above-mentioned in this Article, the Contractor
      shall not be entitled to a separate extension for each one of the causes
      but only one period of extension shall be granted for the
      delay.

            


    

    


    
      	
              I.

            	
              The
      Contractor agrees to make no claim for damages for delay of any kind in
      the performance of this Contract whether occasioned by any act or omission
      of the Authority or any of its representatives and Contractor agrees that
      any such claim shall be compensated for solely by an extension of time to
      complete performance of the Work as provided
  herein.

            


    


    
      
         


      

      
        Page
4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    
      ARTICLE
208         REMEDIES IN CASE OF
DEFAULT & TERMINATION FOR CAUSE

    

    


    
      	
              A.

            	
              The
      Contractor shall be in default if it commits a breach of the Contract
      deemed material by the Authority.  Without limiting the
      generality of the foregoing and in addition to those instances
      specifically referred to in the Contract, the Contractor shall be in such
      default if: (i) it fails to begin the Work in accordance with the
      requirements of the Contract; (ii) it abandons the Work; (iii) it assigns
      or subcontracts the Work other than as provided in the Contract; (iv) at
      any time the Project Manager shall be of the opinion that performance of
      this Contract is unnecessarily or unreasonably delayed, or that the
      Contractor is willfully violating any of the provisions or covenants of
      this Contract or is not executing the same in good faith or in accordance
      with its terms; (v) the Work is not completed within the time prescribed,
      as may be extended by the Authority; (vi) the Contractor becomes insolvent
      (other than as a bankrupt), or assigns for the benefit of creditors, or
      takes advantage of any insolvency statute or debtor or creditor law or if
      its property of affairs are put in the hands of a receiver; or (vii) the
      Project Manager shall be of the opinion that the Work cannot be completed
      within the time herein provided therefor or within the time to which such
      completion may have been extended provided, however, that the
      impossibility of timely completion is in the Project Manager’s opinion,
      attributable to conditions within the Contractor’s
  control.

            


    

    


    
      	
              B.

            	
              In
      the event of a default by the Contractor, the Authority will notify the
      Contractor of the default, in writing, and the Contractor shall
      immediately cease performance of the Work or any part thereof under this
      Contract.  The Authority shall thereupon have the right to take
      any action necessary to complete the Work, including performing the Work
      itself, or contracting with another individual or entity.  In
      the event the Work is completed by the Authority or others, Contractor
      shall be liable for the costs and expense of said labor, materials, plant,
      tools, equipment, supplies and property.  The costs and expenses
      so charged may be deducted by the Authority and paid out of any monies
      otherwise payable to the
Contractor.

            


    

    


    
      	
              C.

            	
              The
      Authority may also bring any suit or proceeding to recover damages or to
      obtain any other relief or for any other purpose proper under this
      Contract.

            


    

    


    
      	
              D.

            	
              The
      Authority may, in its sole discretion, waive a default by the Contractor,
      but such waiver, and failure by the Authority to take action in respect to
      any default, shall not be deemed a waiver of any subsequent
      default.

            


    

    


    
      	
              E.

            	
              In
      case the Authority shall by Contract or otherwise complete the Work or any
      part thereof under the provisions of Paragraph B above, the Project
      Manager from time to time during the course of the completion of the Work
      or such part thereof or at any time thereafter, shall certify to the
      amount of the expense incurred by the Authority in the completion of the
      Work or such part thereof.

            


    

    


    Said
certificate shall be final and conclusive upon the Contractor and admissible in
evidence against the Contractor, and his legal representatives, in any
litigation arising or growing out of this Contract.

    


    
      	
              F.

            	
              In
      the event that the Authority wrongfully terminates the Contract for
      default, such termination shall be deemed to be a termination for
      convenience in accordance with Article
209.

            


    


    
      
         


      

      
        Page
5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    
      ARTICLE
209         TERMINATION FOR
CONVENIENCE BY THE AUTHORITY

    

    


    
      	
              A.

            	
              In
      addition to any rights of termination by the Authority which may exist
      pursuant to this Contract or by law, the Authority may terminate
      performance of this Contract at any time for its own convenience upon
      giving written notice thereof specifying the effective date, whereupon all
      further liability of the Authority to the Contractor under this Contract
      shall cease.  In the event of such termination, a proportionate
      part of the compensation due for Contract Work performed prior to the
      effective date of such termination and deemed acceptable to the Authority,
      will be paid to the Contractor as determined by the
    Authority.

            


    

    


    
      	
              B.

            	
              Upon
      receipt of a notice of termination under this article, the Contractor
      shall cease performance of the Contract Work, shall cancel all cancelable
      orders and place no further orders.  The Authority’s only
      obligation with respect to such termination for convenience is to
      compensate the Contractor for the goods/services supplied up until the
      effective date of termination, provided, however, that in the event the
      termination for convenience is predicated on a cessation or reduction of
      funding earmarked for purposes hereof, the Authority’s payment obligations
      with respect to such termination for convenience will be limited to the
      amount of such funding actually received herefor.  The
      Contractor shall not be entitled to any other payment by virtue of the
      Authority’s exercise of its right of termination as provided in Paragraph
      A of this Article and expressly waives and relinquishes any right to claim
      damages or pursue any other remedy at law or relief in equity including
      specific performance, by virtue of the Authority’s exercise of such right
      of termination.

            


    

    


    
      ARTICLE
210         TERMINATION FOR
CONVENIENCE - INTEGRITY MATTERS

    

    


    The
Authority at its discretion may terminate the Contract for convenience without
payment for profit and overhead for work not performed if, during the Contract
term: (i) the Contractor, a Contractor director, officer, principal, or
managerial employees or owner of a ten percent (10%) or more interest in the
Contractor, is convicted of a crime involving a public contract; or (ii)
significant concerns about the Contractor’s integrity are raised based upon an
evaluation of the events underlying any other determination, or an indictment or
other allegation, that the Contractor or a Contractor’s director, officer,
principal, or managerial employee, or owner of a ten percent (10%) or more
interest in the Contractor, is involved in a criminal or other unlawful
activity.

    


    
      ARTICLE
211         AUTHORITY OF THE
PROJECT MANAGER

    

    


    
      	
              A.

            	
              The
      Project Manager shall have general authority to give the Contractor orders
      and directions with respect to this Contract, including but not limited
      to, the right at any time to direct the return of any Authority material
      or equipment removed by the Contractor as part of the Work.  The
      Project Manager shall in all cases have the authority to initially
      determine the value, acceptability and fitness of the Work under this
      Contract, and to determine every question which may arise relative to the
      Contract and to the fulfillment of the Contract on the part of the
      Contractor.  Any and all material or equipment required or
      proposed to be incorporated in the Work shall be subject to the approval
      of the Project Manager and shall not be incorporated in the Work until
      such approval has been given.

            


    

     

    
      
         


      

      
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6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    
      	
              B.

            	
              The
      Project Manager shall make all necessary explanations as to the meaning
      and intention of the Technical Specifications or Contract Drawings, shall
      give all orders and directions contemplated therein or thereby and also
      such orders and directions as may be necessary in every case in which
      difficult or unforeseen conditions shall arise in performance of the Work
      required by this Contract.  The Project Manager will provide
      appropriate explanations and reasons for his decisions if requested by the
      Contractor.

            


    

    


    
      	
              C.

            	
              The
      Contractor shall be bound by and promptly obey and follow every direction
      or order given by the Project Manager regarding the performance and the
      nature and manner of performance arising out of, under, or in connection
      with, or related to or on account of, this Contract whether in writing or
      orally and confirmed in writing, including any direction which the Project
      Manager may give by way of withdrawal, modification or reversal of any
      previous direction given by him, and regardless of whether the Contractor
      agrees with the Project Manager’s determination.  This Article
      shall not include such directions which by their nature are change orders
      and which require that the procedures for change orders be followed prior
      to the effectiveness of such
directions.

            


    

    


    
      	
              D.

            	
              The
      Contractor shall have a representative at its plant and the work site at
      all times during performance of the Work authorized to receive orders and
      directions from the Project
Manager.

            


    

    


    
      ARTICLE
212         DISPUTES

    

    


    
      	
              A.

            	
              In
      the event the Contractor and the Authority are unable to resolve their
      differences concerning a determination by the Project Manager, the
      Contractor may initiate a dispute in accordance with the procedure set
      forth in this Article.  Exhaustion of these dispute resolution
      procedures shall be a precondition to any lawsuit permitted
      hereunder.

            


    

    


    
      	
              B.

            	
              The
      parties to this Contract authorize the Disputes Resolution Officer
      (“DRO”), identified as the Labor & Employee Relations Officer,
      Department of Buses, acting personally, to decide all questions of any
      nature whatsoever arising out of, under or in connection with, or in any
      way related to or on account of, this Contract (including claims in the
      nature of breach of Contract or fraud or misrepresentation before or
      subsequent to Contract award) and the DRO’s decision shall be conclusive,
      final and binding on the parties.  The DRO’s decision may be
      based on such assistance as s/he may find desirable, including advice of
      engineering or other experts.  The effect of the DRO’s decision
      shall not be impaired or waived by any negotiations or settlement offers
      in connection therewith, or by any prior decision of others, which prior
      decisions shall be deemed subject to review, by any termination or
      cancellation of this Contract.  All such disputes shall be
      submitted in writing by either party to the DRO, acting personally, for
      it’s decision, together with all evidence and other pertinent information
      in regard to such questions, in order that a fair and impartial decision
      may be made.  The DRO shall render their decision in writing and
      deliver a copy of same to the
parties.

            


    

    


    
      	
              C.

            	
              If
      the Contractor protests the determination of the DRO, the Contractor may
      commence a lawsuit in Supreme Court, Kings County under Article 78 of the
      New York Civil Practice Law and Rules, it being understood the review of
      the Court shall be limited to the question of whether or not the DRO’s
      determination is arbitrary, capricious or so grossly erroneous as to
      evidence bad faith.  No evidence or information shall be
      introduced or relied upon in such an action or proceeding that has not
      been presented to the DRO personally prior to the DRO making their
      decision.

            


    


    
      
         


      

      
        Page
7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    
      	
              D.

            	
              Neither
      the requirements of this Article nor the time necessary for compliance
      therewith, however, shall affect the time to have accrued for purpose of
      any statute controlling actions/proceedings against the Authority and the
      time of such accrual shall be determined without reference to this
      Article.

            


    

    


    
      ARTICLE
213         WITHHOLDING MONEY DUE
CONTRACTOR TO MEET CLAIMS OR LIENS

    

    


    
      	
              A.

            	
              If
      at any time a claim, lien or judgment shall be made by any person or
      corporation against the Authority, for which Contractor is liable under
      this Contract or, otherwise by law, with respect to matters pertaining to
      the Work of this Contract, the Authority shall have the right to withhold
      an amount it deems reasonably necessary to satisfy such claim, in addition
      to the other sums herein authorized by the Contract to be so retained, out
      of any monies then due or thereafter becoming due to the Contractor
      hereunder, as security for the payment of such claim.  If the
      liability of any such party on such claim or claims shall have been
      finally adjudicated by a judgment of a court of competent jurisdiction or
      such claim or claims shall have been admitted by the Contractor to be
      valid, then the claim may, if determined by the Authority to be in its
      best interest, be paid from the amount so retained hereunder, credited
      against the payments due Contractor, and the balance, if any, paid to the
      Contractor.

            


    

    


    
      	
              B.

            	
              Should
      any such claim remain unsatisfied at the time the final payment is due the
      Contractor, the Authority shall have the right to retain out of said final
      payment a sum in its judgment sufficient to protect the Authority in
      regard to all unsatisfied claims.  In lieu of the foregoing, the
      Authority may require other
security.

            


    

    


    
      	
              C.

            	
              In
      case the amount thus retained should be insufficient to pay the amount
      adjudicated to be due upon such claim, the Contractor shall pay the amount
      of the deficiency to the Authority.  Upon the failure of the
      Contractor so to do, the Authority may sue for and recover from the
      Contractor the amount or balance as a debt from the
      Contractor.

            


    

    


    
      	
              D.

            	
              Notwithstanding
      anything in this Article to the contrary, in the event of a claim for
      injury to persons or damage to property by persons or corporations other
      than the Authority, the Authority shall not withhold money due the
      Contractor provided the Authority receives adequate written assurance from
      the Contractor's insurance carrier that it will assume all responsibility
      in connection with the claim including defending the Contractor or the
      Authority in any lawsuit, and paying any judgment based on said
      claim.  The Authority shall have sole discretion to determine
      the adequacy of the assurance
furnished.

            


    


    
      
         


      

      
        Page
8

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    
      ARTICLE
214         CLAIMS BY
CONTRACTOR

    

    


    If the
Contractor shall have a claim for compensation against the Authority for any
loss or damage of any nature arising under this Contract by reason of any act,
neglect, fault or default of the Authority or its agents, the Contractor shall,
within fifteen (15) days after the sustaining of such damage, furnish a written
statement to the Project Manager detailing the nature and amount of damage
sustained.  This written notice shall constitute a request for a
determination by the Project Manager pursuant to ARTICLE 211, AUTHORITY OF THE PROJECT
MANAGER.  Compliance with the provisions hereof shall
constitute a condition to Contractor’s submission of a dispute pursuant to ARTICLE 212, DISPUTES with
respect to any claim for compensation and the Contractor shall be deemed to have
waived any claim not submitted in accordance therewith.  The
provisions of this Article shall not be construed as a recognition or admission
of any legal liability on the part of the Authority to pay any sum on account of
any damage suffered in connection with or arising out of the performance of this
Contract or any part thereof.

    


    
      ARTICLE
215         SUBSTITUTION OF
APPROVED SECURITIES

    

    


    
      	
              A.

            	
              In
      the event that this Contract provides for retainage by the Authority of
      monies due the Contractor as security for its full and timely completion,
      the Contractor may from time to time withdraw portions of the amounts so
      retained, or monies otherwise withheld for any other reasons under the
      Contract provided any such monies have not been applied by the Authority
      for reimbursement to itself or a third party in accordance with applicable
      provisions of the Contract by depositing with the Chief Financial Officer
      of the Authority approved securities, as set forth in paragraph C hereof,
      with a market value equal to the amount to be
  withdrawn.

            


    

    


    
      	
              B.

            	
              The
      Contractor shall pay to the Authority the service charges then in effect
      for the custodial safekeeping of securities deposited with the Authority
      by the Contractor pursuant to the terms of this
  Contract.

            


    

    


    
      	
              C.

            	
              Approved
      securities are: securities of the United States Government, State of New
      York, City of New York, New York City Transit Authority, Metropolitan
      Transportation Authority or Triborough Bridge and Tunnel
      Authority.  Other securities may be submitted for Authority
      approval.  All such securities must be payable to, run in favor
      of, or be transferred to, the Authority.  In case the securities
      shall, during the term of the Contract, diminish in market value in the
      opinion of the Authority, or are sold as set forth in ARTICLE 215, SUBSTITUTION OF
      APPROVED SECURITIES, then, within ten (10) days after notice, the
      Contractor shall deposit cash or securities to restore the value to that
      originally stated.  A failure by the Contractor to deposit such
      cash or securities in accordance herewith shall be a cause for
      default.

            


    

    


    In lieu
of defaulting the Contractor, the Authority may allow the Contractor to proceed
with the Work and may deduct from any monies then due or which thereafter may
become due to the Contractor the amount necessary to restore the original
valuation of such securities, and to hold such amount in lieu
thereof.

    


    
      	
              D.

            	
              The
      Authority shall pay to the Contractor all interest, dividends and other
      income on the securities, when and as collected.  If the
      securities are in the form of coupon bonds, the coupons as they
      respectively become due shall be delivered to the Contractor; provided,
      however, that the Contractor shall not be entitled to interest, dividends
      or other income on any securities the proceeds of which shall be used or
      applied as authorized under the
Contract.

            


    


    
      
         


      

      
        Page
9

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    
      ARTICLE
216         USE OF MONIES
WITHHELD

    

    


    Deposits,
retainage (if any) or any other monies withheld, whether in cash or securities
substituted shall be security for the faithful performance of the Contract by
the Contractor.  In case any default causes loss, damage or expense to
the Authority, then the Authority may apply the amount necessary to restore such
loss, damage or expense including liquidated damages, out of the said securities
(which may be sold), deposits, retainage or other monies.

    


    
      ARTICLE
217         AUTHORITY MAY AVAIL
ITSELF OF ALL REMEDIES

    

    


    The
Authority may avail itself of each and every remedy herein specifically given to
it or now or hereafter existing at law or in equity, and each and every such
remedy shall be in addition to every other remedy so specifically given or
otherwise so existing and may be exercised from time to time and as often and in
such order as may be deemed expedient by the Authority, and the exercise of one
remedy shall not be deemed to be waiver of the right to exercise, at the same
time or thereafter, any other remedy.

    


    
      ARTICLE
218         RELATIONSHIP BETWEEN
THE AUTHORITY AND OTHERS

    

    


    Nothing
contained herein shall be deemed to give any third party a claim or cause of
action against the Authority beyond such as may otherwise exist without regard
to this Contract.

    


    
      ARTICLE
219         LIABILITY AND
INDEMNIFICATION

    

    


    
      	
              A.

            	
              The
      term “Indemnified Parties,” whenever referred to in this Article, shall be
      deemed to mean the Authority, the MTA, its affiliate agencies, New York
      State and their members, officers, employees, and
  agents.

            


    

    


    
      	
              B.

            	
              The
      Contractor shall be solely responsible for all physical injuries
      (including death) to person(s) (including, but not limited to, employees
      of the Authority, Contractor or Subcontractors) and damage to property
      (including, but not limited to, property of the Authority or the
      Contractor or Subcontractors), occurring on account of or in connection
      with the performance of the Work hereunder or sustained by any employee of
      the Authority or Contractor or of Subcontractor.  The Contractor
      shall indemnify and save harmless the Indemnified Parties, to the fullest
      extent permitted by law, from loss and liability upon any and all claims
      and expenses, including but not limited to attorneys’ fees, on account of
      such injuries to persons or such damage to property, irrespective of the
      actual cause of the accident, irrespective of whether it shall have been
      due in part to negligence of the Contractor or its subcontractors or
      negligence of the Indemnified Parties, or of any other persons, but
      excepting bodily injuries and property damage to the extent caused by the
      negligence of the Authority.

            


    

    


    
      	
              C.

            	
              The
      term “loss and liability,” as used herein, shall be deemed to include, but
      not be limited to, liability for the payment of Workers’ Compensation and
      disability benefits under the Workers’ Compensation Law of the State of
      New York or similar statutes.

            


    


    
      
         


      

      
        Page
10

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    
      	
              D.

            	
              Except
      as otherwise provided in (B) above, the liability of the Contractor under
      this Article is absolute and is not dependent upon any question of
      negligence on its part or on the part of its agents, officers or
      employees.  The approval of the Authority of the methods of
      doing the Work or the failure of the Authority to call attention to
      improper or inadequate methods or to require a change in methods or to
      direct the Contractor to take any particular precautions or to refrain
      from doing any particular thing shall not excuse the Contractor in case of
      any such injury to person or damage to
property.

            


    

    


    
      	
              E.

            	
              In
      case any damage shall occur to any part of the Authority or New York City
      Transit System (except only for the removal of such parts thereof as the
      Contractor is specifically required by this Contract to remove) on account
      of the Work, and the Contractor is responsible therefor, the Authority
      shall have the right to cause such damage to be repaired and to charge the
      expense of such repairs to the Contractor.  In the event that
      such work is performed by the Authority, then the Authority shall deduct
      the amount of such expense that may be incurred in repairing any such
      damage from any monies due or to become due to the Contractor under this
      Contract or any other agreement between the Contractor and the
      Authority.

            


    

    


    
      ARTICLE
220         PATENTS, COPYRIGHTS
AND INFRINGEMENT CLAIMS

    

    


    
      	
              A.

            	
              All
      inventions, ideas, designs and methods contained in the Contract Documents
      in which the Authority has, or acquires patent, copyright or other
      intellectual property rights (hereinafter referred to as “IPR”) shall
      remain reserved for the exclusive use of the Authority and may not be
      utilized, reproduced or distributed by or on behalf of the Contractor, or
      any employee, Subcontractor or agent without the prior written consent of
      the Authority except to the extent necessarily required in connection with
      performance of the Work.

            


    

    


    
      	
              B.

            	
              If,
      pursuant to performance of the Work, the Contractor or any of its agents,
      officers, employees or subcontractors shall produce any patentable or
      copyrightable subject matter as to which the Authority does not gain
      ownership rights, the Authority and its affiliates shall thereupon have,
      without cost or expense, an irrevocable, non-exclusive, royalty-free
      license to make, have made or use, either themselves or by another
      contractor or other party on their behalf, such subject matter in
      connection  with any work or any activity now or
      hereafter  undertaken by or on behalf of the Authority or any of
      its affiliates or subsidiaries.  The license herein granted
      shall not be transferable  and shall not extend to contractors
      or other parties except to the extent of their work or activity on behalf
      of the Authority or such affiliates or
  subsidiaries.

            


    

    


    
      	
              C.

            	
              Except
      to the extent that rights are held by Contractor or others under existing
      valid patents or copyrights and are not given to the Authority, the
      Authority shall have the right to use or permit the use of all such
      drawings, data, and other papers, and also any oral information of any
      nature whatsoever received by the Authority, and any ideas or methods
      represented by such papers and information, for any purposes and at any
      time without other compensation than that specifically provided herein,
      and no such papers or information shall be deemed to have been given in
      confidence and any statement or legend to the contrary on any of said
      drawings, data, or other papers shall be void and of no
      effect.

            


    

    


    
      	
              D.

            	
              The
      Contractor warrants that all Work performed shall be free from any claims
      made against the Authority or Indemnified Parties of IPR from any other
      person or entity.  The Contractor shall save harmless and
      indemnify the Indemnified Parties from and against all costs, expenses and
      damages which any of them shall incur or be obligated to pay by reason of
      any such infringement or claim of infringement, and shall, at the election
      of the Authority, defend at the Contractor’s sole expense all such claims
      in connection with any alleged
infringement.

            


    


    
      
         


      

      
        Page
11

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    
      	
              E.

            	
              If
      the Authority be enjoined from using any portion of the Work as to which
      the Contractor is to indemnify the Authority against IPR claims, the
      Authority may at its option and without thereby limiting any other right
      it may have hereunder or at law or in equity, require the Contractor to
      supply at its own expense, temporarily or permanently, facilities not
      subject to such injunction and not infringing any IPR, and if the
      Contractor shall fail to do so, the Contractor shall, at its expense,
      remove such offending facilities and refund the cost thereof to the
      Authority or take such steps as may be necessary to ensure compliance by
      the Authority with such injunction, to the satisfaction of the
      Authority.

            


    

    


    
      	
              F.

            	
              The
      Contractor is responsible to determine whether a prospective Supplier or
      Subcontractor is a party to any litigation involving IPR infringement
      claims, including antitrust or other trade regulation claims, or is
      subject to any injunction which may prohibit it under certain
      circumstances from selling equipment to be used or installed under this
      Contract.  The Contractor enters into any agreement with a party
      to such litigation at its own risk and the Authority will not undertake to
      determine the merits of such litigation.  The Authority,
      however, reserves the right to reject any article which is the subject of
      such litigation or injunction, or in its judgment use of such article as a
      result of such circumstances, would delay the Work or be
      unlawful.

            


    

    


    
      ARTICLE
221         QUANTITIES ARE
APPROXIMATE/VARIABLE QUANTITIESCLAUSE

    

    


    
      	
              A.

            	
              The
      Contractor understands that the quantities of the various unit price items
      specified in the Bid (if any) are the approximate quantities of such items
      for the Work as estimated by the Authority, and are not in any way
      guaranteed or represented as correct or intended to be relied upon and
      they shall not be taken as final and shall form no basis for any claims
      for damages including, but not limited to anticipated profits in case they
      do not correspond with the final quantities actually ordered and that the
      Authority reserves the right to increase or to diminish or to omit
      entirely any of the quantities or items as therein stated in the Price
      Schedule or these Contract
Documents.

            


    

    


    
      	
              B.

            	
              With
      respect to any unit price item as to which an estimated quantity is set
      forth in the Price Schedule, such unit price shall apply regardless of the
      actual quantity of such item ultimately utilized in, or required by, the
      Work; except that, if the actual quantity for a unit price item differs
      from the estimated quantity in the Price Schedule by more than twenty
      percent (20%), then the Project Manager shall review whether application
      of the unit price would cause a substantial inequity to either party, and,
      if so, the unit price for such item will be equitably adjusted, upward or
      downward, as determined by the Project
Manager.

            


    

    


    
      	
              C.

            	
              This
      is not an exclusive contract, and does not obligate the Authority to fill
      through the Contractor all its needs for the goods or services covered by
      the Contract. The Authority is free to obtain these goods or services from
      other sources to the extent it sees
fit.

            


    

     

    
      
         


      

      
        Page
12

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    
      ARTICLE
222         GENERAL
REPRESENTATIONS AND WARRANTIES

    

    


    In order
to induce the Authority to enter into and perform this Contract, Contractor
represents and warrants to the Authority that:

    


    
      	
              A.

            	
              Existence; Compliance
      with Law.  The Contractor (i) if it is a corporation is
      duly incorporated, organized, validly existing and in good standing as a
      corporation under the laws of the jurisdiction of its incorporation; (ii)
      if it is a partnership, non-profit organization, individual or sole
      proprietorship is duly organized and validly existing under the laws of
      the jurisdiction in which it was organized; (iii) is duly qualified and in
      good standing under the laws of each jurisdiction where its existing
      ownership, lease, or operation of property in the conduct of its business
      requires, and (iv) has the power and authority and the legal right to
      conduct the business in which it is currently engaged and to enter into
      this Contract.

            


    

    


    
      	
              B.

            	
              Authority.  The
      Contractor has full power, authority and legal right to execute, deliver
      and perform this Contract.  The Contractor has taken all
      necessary action to authorize the execution, delivery and performance of
      this Contract.

            


    

    


    
      	
              C.

            	
              No Legal
      Bar.  The execution, delivery and performance of the
      Contract do not and will not violate any provision of any existing law,
      regulation, or of any order, judgment, award or decree of any court or
      government applicable to the Contractor or the charter or by-laws of the
      Contractor or any mortgage, indenture, lease, contract, or other agreement
      or undertaking to which the Contractor is a party or by which the
      Contractor or any of its properties or assets may be bound, and will not
      result in the creation or imposition of any lien on any of its respective
      properties or assets pursuant to the provisions of any such mortgage,
      indenture, lease, contract or other agreement or
    undertaking.

            


    

    


    
      	
              D.

            	
              No
      Litigation.  Except as specifically disclosed to the
      Authority in writing prior to the date hereof, no claim, litigation,
      investigation or proceeding of or before any court, arbitrator or
      governmental authority is currently pending nor, to the knowledge of the
      Contractor, is any claim, litigation or proceeding threatening against the
      Contractor or against its properties or revenues (i) which involves a
      claim of defective design or workmanship in connection with any contract
      entered into by the Contractor or (ii) which, if adversely determined,
      would have an adverse effect on the business, operations, property or
      financial or other condition of the Contractor.  For purposes of
      this paragraph, a claim, litigation, investigation or proceeding may be
      deemed disclosed to the Authority if the Authority has received, prior to
      the date hereof, detailed information concerning the nature of the matter
      involved, the relief requested, and a description of the intention of the
      Contractor to controvert or respond to such
  matter.

            


    

    


    
      	
              E.

            	
              No
      Default.  The Contractor is not in default in any respect
      in the payment or performance of any of its obligations or in the
      performance of any mortgage, indenture, lease, contract or other agreement
      or undertaking to which it is a party or by which it or any of its
      properties or assets may be bound, and no such default or Event of Default
      (as defined in any such mortgage, indenture, lease, contract, or other
      agreement or undertaking) has occurred and is continuing or would occur
      solely as a result of the execution and performance of this
      Contract.  The Contractor is not in default under any order,
      award, or decree of any court, arbitrator,  or
      government  binding upon or affecting it or by which any of its
      properties or assets may be bound or affected, and no such order, award or
      decree would affect the ability of the Contractor to carry on its business
      as presently conducted or the ability of the Contractor to perform its
      obligations under this Contract or any of the other financing to which it
      is a party.

            


    


    
      
         


      

      
        Page
13

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    F.       
   No
Inducement or Gratuities.

    


    
      	
               
      

            	
              1.

            	
              Contractor
      warrants that no person or selling agency has been employed or retained to
      solicit or secure this Contract upon any agreement or understanding for a
      commission, percentage, brokerage, or contingent fee, excepting bona fide
      employees or bona fide established commercial or selling agencies
      maintained by Contractor for the purpose of securing
    business.

            


    

    


    
      	
               
      

            	
              2.

            	
              Additionally,
      Contractor warrants that no gratuities or other inducements have been
      offered or given or will be offered or given (in the form of
      entertainment, gifts, offers of employment, or any other thing of value)
      to any official or employee of the Authority.  The Contractor
      further warrants that during the term of the contract it shall not make
      any offers of employment to any Authority employee, or solicit or
      interview therefor, without obtaining the written approval of the
      employee's Department Head.

            


    

    


    
      	
               
      

            	
              3.

            	
              For
      breach or violation of the foregoing warranties, the Authority shall have
      the right to cancel the Contract without liability or, at its discretion,
      to deduct from the Total Contract Price or otherwise to recover the full
      amount of such commission, percentage, brokerage or contingent fee, or
      gratuities, and to include the occurrence of such a breach or violation in
      assessments of the Contractor’s responsibility in future
    bids.

            


    

    


    
      	
              G.

            	
              Conflict of
      Interest.  Contractor covenants that neither it, nor any
      officer of the corporation or partner of the partnership, as the case may
      be if Contractor be a corporation or partnership, has any interest, nor
      shall it acquire any interest, either directly or indirectly, which would
      conflict in any manner or degree with the performance of the Work
      hereunder.  It further covenants that, in the performance
      hereof, no person having such interest shall be employed by
      it.  It is expressly understood that breach of any of the
      covenants contained in this paragraph is a material breach hereof and
      shall entitle the Authority to recover damages immediately, as well as all
      monies paid hereunder.

            


    

    


    
      	
              H.

            	
              No Conviction or
      Indictment.  Contractor hereby represents that to the
      best of its knowledge neither it, nor any of its personnel or shareholders
      has been the subject of any investigation nor has any of them been
      convicted or indicted for commission of any crime involving misconduct,
      corruption, bribery, or fraud in connection with any public contract in
      the State of New York or any other jurisdiction, except as has been
      specifically disclosed in writing to the Authority, and that, should any
      such conviction or indictment be obtained or any such investigation
      commenced prior to the expiration of the term hereof, regardless of the
      date of the occurrence giving rise to the subject matter of such
      conviction, indictment or investigation, it will be disclosed in writing
      to the Authority.

            


    


    
      
         


      

      
        Page
14

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    
      ARTICLE
223         NO ESTOPPEL AND NO
WAIVER

    

    


    
      	
              A.

            	
              The
      Authority shall not, nor shall any department or officer thereof be
      precluded or estopped by any return or certificate made or given by the
      Authority, the Project Manager or other officer, agent, or appointee
      thereof under any provision of this Contract from at any time either
      before or after the final completion and acceptance of the Work and
      payment therefor pursuant to any such return or certificate, showing the
      true and correct classification, amount, quality and character of the Work
      done and materials furnished by the Contractor or any other person under
      this Contract or from showing at any time that such return or certificate
      is untrue and incorrect or improperly made in any particular, or that the
      Work and materials, or any part thereof, do not in fact conform to the
      Contract; and the Authority shall not be precluded or estopped,
      notwithstanding any such return or certificate and payment in accordance
      therewith, from demanding and recovering from the Contractor such damages
      as it may sustain by reason of his failure to comply with this
      Contract.

            


    

    


    
      	
              B.

            	
              Neither
      the acceptance of the Authority or the Project Manager or any of the
      employees of the Authority, nor any order, measurement or certificate by
      the Project Manager nor any order by the Authority for payment of money
      nor any payment for, nor acceptance of, the whole or part of the Work nor
      any extension of time, nor any possession taken by the Authority or the
      employees of the Authority shall operate as a waiver of any portion of
      this Contract or of any power herein reserved to the Authority or of any
      right to damages herein provided; nor shall any waiver of any breach of
      this Contract be held to be a waiver of any other or subsequent
      breach.

            


    

    


    
      	
              C.

            	
              In
      the event that the Authority is entitled to any rights under any statute,
      whether or not expressly referenced in the Contract Documents, nothing
      shall be deemed to constitute a waiver by the Authority
      thereof.

            


    

    


    
      ARTICLE
224         SAFETY
PRECAUTIONS

    

    


    The
Contractor will provide at his own cost and expense such safety devices for the
protection of his employees, and those of the Subcontractor(s), the Authority,
the public and any other persons as may be necessary and as may be required by
the Project Manager.  Any failure to provide such proper protection
for his employees, and those of the Subcontractor(s), the Authority, the public
and any other persons whether or not required by the Project Manager, will be
deemed to be a material violation by the Contractor of his responsibility and
obligation hereunder.  The Contractor shall comply with all pertinent
regulations of the Occupational Safety and Health Act (“OSHA”).

    


    
      ARTICLE
225         INSPECTION AND
EVALUATION

    

    


    
      	
              A.

            	
              The
      Authority shall have the right to inspect the Work
      hereunder.  If any such inspection shows that the Work does not
      conform to the Contract Documents including, but not limited to, the
      Technical Specifications, the Authority shall so notify the Contractor and
      the Contractor shall replace or repair the Work at no additional cost to
      the Authority so that the Work conforms to the Contract
      Documents.  The Authority’s failure to draw the Contractor’s
      attention to any such failure to conform shall not relieve the Contractor
      of any of its obligations under this
Contract.

            


    

     

    
      
         


      

      
        Page
15

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    
      	
              B.

            	
              Upon
      completion of the Work, the Contractor shall notify the Project Manager in
      writing that the Work has been completed.  An Authority
      inspector will inspect the Work and if such Work is deemed unsatisfactory
      in any respect, the Contractor, at no additional cost to the Authority,
      will replace the goods or repair or correct such Work and, if applicable,
      correct the installation all to the satisfaction of the Project
      Manager.  The Contractor must notify the Project Manager in
      writing that all Work has been
completed.

            


    

    


    
      ARTICLE
226         BOOKS AND
RECORDS/AUDIT AND EXAMINATION

    

    


    The
Contractor shall permit authorized representatives of the Authority and of the
State and Federal Government having jurisdiction over this Contract, to examine
and review all of Contractor's books and records, including but not limited to
payrolls, records of personnel, invoices and other relevant data, and to audit
the books and records pertaining to this Contract.  All such books and
records shall be retained for such examination, review and audit for a period of
three (3) years from the earlier of termination of the Contract or completion of
the Work.

    


    
      ARTICLE
227        
SUBCONTRACTOR/SUPPLIER BOOKS AND RECORDS

    

    


    The
Contractor shall keep and shall cause each Subcontractor/Supplier to keep
accurate books and records in accordance with “generally accepted accounting
principles.”

    


    
      ARTICLE
228         BRAND NAMES /
SUBSTITUTION OF SPECIFIED MATERIAL

    

    


    
      	
              A.

            	
              Wherever
      in the Contract a particular brand, or make of material, or equipment is
      shown or specified, such material or equipment is to be regarded merely as
      a standard for the purpose of concisely indicating the requirements as to
      type, quality, performance, design and finish.  Any material or
      equipment other than that specified will be acceptable if, in the opinion
      of the Project Manager, it is as satisfactory for the particular work for
      which it was intended as the material or equipment
      specified.  Complete documentation in support of an “or equal”
      contention will be required.  The Project Manager may require
      that a presentation be made for any proposed substitution.  The
      Authority reserves the right to reject any such other material or
      equipment offered which is not approved by the Project Manager as being in
      all respects equal to the named material or equipment for the work for
      which it is to be used.  Such rejection may be for any reason
      including without limitation the Project Manager’s determination that the
      evaluation would result in excessive expense and/or time needed to
      evaluate such material or
equipment.

            


    

    


    
      	
              B.

            	
              Unless
      there is a specific statement to the contrary, the Contractor understands
      that requests for such approval of any alternative material or equipment
      shall be submitted within thirty (30) days after Contract
      Award.

            


    

    


    
      	
              C.

            	
              The
      Contractor is obligated to furnish all data and information as the
      Authority in its discretion deems necessary to establish the equality of
      the alternative material or equipment.  If the Contractor seeks
      reconsideration of any determination with respect to equivalency, the
      Authority shall have discretion to reconsider the matter.  In
      the event of a reconsideration the Contractor shall be obligated to pay
      all Authority expenses in connection
therewith.

            


    

    


    
      	
              D.

            	
              The
      Authority shall be the sole judge of the acceptability of items offered as
      equal to that specified and may reject any item not considered as equal
      thereto.  The Contractor must submit proof satisfactory to the
      Authority, including a non-returnable sample if requested by the
      Authority, that the item the Contractor offers is equal to the material or
      equipment specified in quality, performance and such other characteristics
      as the Authority may deem
relevant.

            


    


    
      
         


      

      
        Page
16

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    
      	
              E.

            	
              The
      Authority will consider as evidence of equivalency an independent
      laboratory certification concluding that the Contractor's proposed item
      meets or exceeds all requirements and standards, including performance
      criteria, of the particular brand or make of material or equipment
      specified by the Authority.  The laboratory must be accredited
      by the American Association for Laboratory Accreditation or be otherwise
      acceptable to the Authority.

            


    

    


    
      ARTICLE
229         REMOVAL OF MATERIAL /
WASTE MATERIAL

    

    


    
      	
              A.

            	
              Unless
      otherwise specified for return to the Authority, all scrap material (if
      any) shall become the property of the Contractor.  It is
      presumed that the scrap credit value is reflected in the Price
      Schedule.  The Contractor, at its own cost and expense, shall be
      responsible for removal and proper disposal of all scrap material, in
      accordance with all applicable federal, state and local laws, rules and
      regulations.  The Contractor shall defend, indemnify and hold
      harmless the Authority for any and all claims relating to said scrap
      material.

            


    

    


    
      	
              B.

            	
              Waste
      material of any character will under no conditions be permitted to remain
      on the site of the Work but must be immediately on it becoming unfit for
      use in the Work be carted away and disposed of by the Contractor at his
      own expense.  The Contractor shall thoroughly clean and keep
      clean the areas in which the Work hereunder is to be done or which are to
      be used in connection herewith.

            


    

    


    
      ARTICLE
230         QUALITY
ASSURANCE

    

    


    The
Contractor shall be responsible for quality assurance and for assuring that the
Work conforms to Specifications.  The Contractor shall maintain an
effective and economical quality control program planned and developed in
conjunction with other Contractor functions necessary to satisfy the Contract
requirements.  The quality control program shall establish and
implement procedures to ensure that only acceptable supplies are presented to
the Project Manager, and shall demonstrate both recognition of the quality
requirements of the Contract and an organized approach to satisfy these
requirements.  The program shall ensure that quality requirements are
determined and satisfied throughout all phases of Contract performance,
including, as applicable, design development, purchasing, fabrication,
processing, assembly, inspection, testing, packaging, delivery, storage and
systems check and shall provide for the early and prompt detection of actual or
potential deficiencies, trends, or conditions which could result in
unsatisfactory quality and the Contractor must be prepared to demonstrate to the
Project Manager’s satisfaction the program is effective and in
operation.

    


    
      ARTICLE
231         COMPLIANCE WITH
APPLICABLE LAWS, REGULATIONS/ ENVIRONMENTAL 

                                        
MATTERS

    

    


    
      	
              A.

            	
              The
      Contractor and all persons employed upon the Work, including its
      Subcontractors, agents, officers, and employees shall comply with all
      applicable laws, rules and regulations, including all applicable
      requirements of governmental agencies and departments in the jurisdiction
      in which the Work is performed, and all safety regulations of the
      Authority.

            


    


    
      
         


      

      
        Page
17

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    
      	
              B.

            	
              The
      Contractor, Subcontractor and all Suppliers must submit evidence that all
      standards, orders and regulations issued pursuant to the Clean Air Act of
      1970 will be met.  If either the State or City air pollution
      control agency has more restrictive standards, they shall be
      enforced.  The evidence and related documents will be retained
      by the Authority for on-site examination by appropriate enforcement
      agencies.

            


    

    


    
      	
              C.

            	
              The
      Contractor, and any Subcontractor must comply with all local, State and
      Federal laws, rules and regulations applicable to this Contract and to the
      Work to be done hereunder, including but not limited to the Federal
      Occupational Safety and Health Act of 1970 and the Construction Safety Act
      of 1969, as amended.

            


    

    


    
      	
              D.

            	
              Attention
      is called regarding environmental matters that must be observed by the
      Contractor in the prosecution of the Work, consisting, among others, of
      safety of operations, noise control, prevention and/or control of air
      pollution, removal of waste materials, storage of construction materials,
      protection against fire, minimum disturbance to pedestrian and vehicular
      traffic, maintaining use of public facilities, and protection against dust
      hazards.  These matters are specifically enumerated merely as a
      guide.  The enumeration is not a complete list of environmental
      matters to be observed and does not exclude matters contained in this
      Contract or matters applicable by virtue of City, State or Federal law,
      rule or regulation which are not specifically designated in this
      paragraph.  All environmental provisions will be strictly
      enforced.

            


    

    


    
      	
              E.

            	
              As
      between inconsistent provisions among Federal State and local laws, the
      Contractor should generally comply with the more stringent requirement,
      unless a Federal law, rule or regulation requires that the affected
      Federal provision be observed, notwithstanding the existence of a more
      stringent applicable State or local
requirement.

            


    

    


    
      	
              F.

            	
              Prohibition on
      Purchase of Tropical
Hardwoods

            


    

    


    
      	
               
      

            	
              1.

            	
              Except
      as hereinafter provided, New York State Finance Law §165-2, prohibits
      public benefit corporations (the Authority) from purchasing or obtaining
      for any purpose any tropical hardwoods or tropical hardwood products in
      any form.

            


    

    


    2.            The
provisions of the subsection F of this Article shall not apply to:

    


    a.            any
hardwoods purchased from a sustained, managed forest; or

    


    
      	
               
      

            	
              b.

            	
              the
      purchase of any tropical hardwood or tropical hardwood product for which
      there is no acceptable non-tropical hardwood species;
  or

            


    

    


    
      	
               
      

            	
              c.

            	
              where
      the Contracting Officer finds that no person or entity doing business in
      the state is capable of providing acceptable non-tropical hardwood species
      sufficient to meet these particular contract requirements;
    or

            


    

    


    
      	
               
      

            	
              d.

            	
              the
      restriction would violate the terms of a grant to the Authority from the
      Federal Government; or

            


    

    


    
      	
               
      

            	
              e.

            	
              where
      the inclusion of such provisions results in a substantial cost increase to
      the Authority.

            


    


    
      
         


      

      
        Page
18

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    3.           As
used in this subparagraph F:

    


    
      	
               
      

            	
              a.

            	
              “Non-tropical
      hardwood species” shall mean any and all hardwood that grows in any
      geographically temperate regions, as defined by the United States Forest
      Service, and is similar to tropical hardwood in density, texture, grain,
      stability or durability.  Non-tropical hardwood, the use or
      purchase of which is preferred under this Article, shall include, but not
      be limited to those species listed in New York State Finance Law Section
      165, paragraph 1.

            


    

    


    
      	
               
      

            	
              b.

            	
              “Tropical
      hardwood” shall mean any and all hardwood, scientifically classified as
      angiosperme that grows in any tropical moist forest.  A list of
      tropical hardwoods is found in New York State Finance Law Section 165,
      paragraph 1.

            


    

    


    
      	
               
      

            	
              c.

            	
              “Tropical
      rain forests” shall mean any and all forests classified by the scientific
      term “Tropical moist forests,” the classification determined by the
      equatorial region of the forest and average
  rainfall.

            


    

    


    
      	
               
      

            	
              d.

            	
              “Tropical
      wood products” shall mean any wood products, wholesale or retail, in any
      form, including but not limited to veneer, furniture, cabinets, paneling,
      moldings, doorskins, joinery, or sawnwood, which are composed of tropical
      hardwood except plywood.

            


    

    


    
      	
              G.

            	
              Omnibus
      Procurement Act of 1992

            


    

    


    
      	
               
      

            	
              1.

            	
              If
      this Contract is awarded in an amount equal to or greater than one million
      dollars, the Contractor will be required to document its efforts to
      encourage the participation of New York State business enterprises as
      suppliers and subcontractors by showing that the Contractor
      has:

            


    

    


    
      	
               
      

            	
              a.

            	
              solicited
      bids, in a timely and adequate manner, from New York State business
      enterprises including certified minority-owned
  business,

            


    

    


    
      	
               
      

            	
              b.

            	
              contacted
      the New York State Department of Economic Development to obtain listings
      of New York State business
enterprises,

            


    

    


    
      	
               
      

            	
              c.

            	
              placed
      notices for subcontractors and suppliers in newspapers, journals and other
      trade publications distributed in New York State,
  or

            


    

    


    d.      
     participated in bid outreach
conferences.

    


    If the
Contractor determines that the New York State business enterprises are not
available to participate on the Contract as subcontractors or suppliers, the
Contractor shall provide a statement indicating the method by which such
determination was made.  If the Contractor does not intend to use
subcontractors, the Contractor shall provide a statement verifying
such.


    
      
         


      

      
        Page
19

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    
      	
               
      

            	
              2.

            	
              If
      this Contract is awarded in an amount equal to or greater than one million
      dollars, the Contractor will be required to notify New York State
      residents of employment opportunities through listing any such positions
      with Community Services Division of the New York Department of Labor, or
      providing for such notification in such manner as is consistent with
      existing collective bargaining contracts or
  agreements.

            


    

    


    
      ARTICLE
232         FINAL PAYMENT TO ACT
AS RELEASE

    

    


    The
acceptance by Contractor or any person claiming under Contractor of the final
payment hereunder, whether such payment be made pursuant to any judgment or
order of any court or otherwise, shall be and shall operate as a release to the
Authority from all claim and liability to Contractor for anything theretofore
done or furnished for or related to the Work or for any prior act, neglect,
fault or default of the Authority or of any person relating to or affecting the
Work, except only such claims against the Authority as have been asserted in
accordance with ARTICLE 214,
CLAIMS BY CONTRACTOR, above, or as are specifically reserved in writing
prior to accepting the final payment hereunder.

    


    
      ARTICLE
233         INDEPENDENT
CONTRACTOR

    

    


    The
Contractor agrees that, in accordance with its status as an independent
contractor, it will conduct itself consistent with such status, that it will
neither hold itself out as nor claim to be an officer or employee of the
Authority, State or City, by reason hereof, and that it will not by reason
hereof, make any claim, demand or application to or for any right or privilege
applicable to an officer or employee of the Authority, State or City, including,
but not limited to, Worker’s Compensation coverage, Unemployment Insurance
Benefits, Social Security coverage or Retirement membership or
credit.

    


    
      ARTICLE
234         CONTRACTOR’S
EMPLOYEES

    

    


    
      	
              A.

            	
              All
      experts or consultants or employees of the Contractor who are employed by
      the Contractor to perform Work under this Agreement are neither employees
      of the Authority nor under contract to the Authority and the Contractor
      alone is responsible for their work, direction, compensation and personal
      conduct while engaged under this Agreement.  Nothing in this
      Agreement shall impose any liability or duty on the Authority for the
      acts, omissions, liabilities or obligations of the Contractor or any other
      person, firm, company, agency, association, corporation, or organization
      engaged by the Contractor as expert, consultant, independent contractor,
      specialist, trainee, employee, servant, or agent, or for taxes of any
      nature including but not limited to unemployment insurance, workers’
      compensation, disability benefits and social security, or, except as
      specifically stated in this Agreement, to any person, firm or
      corporation.

            


    

    


    
      	
              B.

            	
              All
      employees of the Contractor or Subcontractor shall wear a visible
      identification badge at all times while on Authority property and shall
      observe all rules and regulations applicable to Authority
      employees.  The identification badge shall contain the
      employee’s name, picture, title of position, name of company and address
      of company.

            


    

    


    
      	
              C.

            	
              Employees
      of the Contractor who are found to be intoxicated, or who have been found
      partaking of or appear to be under the influence of intoxicating or
      alcoholic beverages or controlled substances while engaged in the
      performance of their duties or during their break period shall be
      summarily removed by the Contractor from the project for the duration of
      the Contract because of the stringent safety precautions
      required.

            


    


    
      
         


      

      
        Page
20

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    
      	
              D.

            	
              Whenever
      the Project Manager shall notify the Contractor in writing that in his/her
      opinion any worker employed for this Contract is incompetent, unfaithful,
      behaving in an unsafe or disorderly manner, such individual shall be
      discharged from the Work and shall not again be employed on
      it.

            


    

    


    
      ARTICLE
235         CONFIDENTIALITY /
ADVERTISING LIMITATION

    

    


    
      	
              A.

            	
              Contractor,
      its employees, and Subcontractors shall keep confidential all information
      furnished to it (them) by the Authority or otherwise learned by it (them)
      in the course of performance
hereunder.

            


    

    


    
      	
              B.

            	
              Except
      as may be required by law, Contractor shall not make any announcement or
      release any information concerning this Contract or any part thereof to
      any member of the public, press, or any official body, unless prior
      written consent is obtained from the
Authority.

            


    

    


    
      ARTICLE
236         TAX
EXEMPTION

    

    


    The
Contractor is advised that the Authority is exempt from sales and compensating
use taxes on all tangible personal property (materials, equipment and
components) pursuant to Section 1216 of the Public Authorities Law of the State
of New York, and the Contractor shall not include any charges representing such
taxes on any invoices hereunder.  Contractor shall be responsible for
all franchise fees and taxes of any kind whatsoever.

    


    
      ARTICLE
237         EQUAL EMPLOYMENT
OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND 

                                        
WOMEN

    

    


    The
provisions of this Article apply if the award for this contract is in excess of
$25,000 for labor, services, supplies, equipment, material or any combination of
the foregoing; or in excess of $100,000 for the acquisition, construction,
demolition, replacement, major repair or renovation of real property and
improvement thereon.

    


    
      	
              A.

            	
              The
      Contractor will not discriminate against employees or applicants for
      employment because of race, creed, color, national origin, sex, age,
      disability or marital status, and will undertake or continue existing
      programs of affirmative action to ensure that minority group members and
      women are afforded equal employment opportunities without discrimination.
      For purposes of this Article affirmative action shall mean recruitment,
      employment, job assignment, promotion, upgrading, demotion, transfer,
      layoff, or termination and rates of pay or other form of
      compensation.

            


    

    
      	
              B.

            	
              At
      the request of the Authority, the Contractor shall request each employment
      agency, labor union, or authorized representative of workers with which it
      has a collective bargaining or other agreement or understanding to furnish
      a written statement that such employment agency, labor union or
      representative will not discriminate on the basis of race, creed, color,
      national origin, sex, age, disability or marital status and the such union
      or representative will affirmatively cooperate in the implementation of
      the Contractor’s obligations
herein.

            


    

    


    
      	
              C.

            	
              The
      Contractor shall state, in all solicitations or advertisements for
      employees, that, in the performance of this Contract, all qualified
      applicants will be afforded equal employment opportunities without
      discrimination because of race, creed, color, national origin, sex, age,
      disability or marital status.

            


    


    
      
         


      

      
        Page
21

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    
      	
              D.

            	
              After
      award of this Contract, the Contractor shall submit to the Authority a
      work force utilization report. in a form and manner required by the
      Authority, of the work force actually utilized on this Contract. broken
      down by specified ethnic background, gender, and Federal Occupational
      Categories or other appropriate categories specified by the
      Authority.

            


    

    


    
      	
              E.

            	
              Within
      sixty (60) days of the execution of this Contract, the Contractor shall
      submit a staffing plan, in a form and manner required by the Authority,
      which shall contain information on employees projected to work on
      activities related to the contract. This information must be broken down
      by specified ethnic background, gender and related job
    titles.

            


    

    


    
      	
              F.

            	
              For
      construction contracts, after the award of the Contract, the Contractor
      shall submit on a monthly basis, in a form and manner required by the
      Authority, throughout the life of the Contract, a work force utilization
      report which details employee’s hours worked on activities related to this
      Contract. This information must be broken down by specified ethnic
      background, gender and related job
titles.

            


    

    


    
      	
              G.

            	
              Except
      for construction contracts, after the award of the Contract, the
      Contractor shall submit on a semi-annual basis, in a form and manner
      required by the Authority, throughout the life of the Contract, a work
      force utilization report which details the number of employees that worked
      on activities related to this Contract. This information must be broken
      down by specified ethnic background, gender and related job titles. In
      instances where a contractor's work force cannot be broken out, the
      Contractor must affirm such and submit, an EEO-1 Form detailing its
      current work force.

            


    

    


    
      	
              H.

            	
              The
      Contractor will include the provision of paragraphs A through G above. in
      every subcontract in such a manner that the provisions will be binding
      upon each Subcontractor as to work in connection with this Contract,
      including the requirement that subcontractors and parties to this Contract
      shall undertake or continue existing programs of affirmative action to
      ensure that minority group members and women are afforded equal employment
      opportunities without discrimination, and, when requested, provide to the
      Contractor information on the ethnic background, gender, and Federal
      Occupational Categories of the employees to be utilized on this
      Contract.

            


    

    


    
      ARTICLE
238         ANTITRUST
ASSIGNMENT

    

    


    The
Contractor hereby assigns, sells and transfers to the Authority all right, title
and interest in and to any claims and causes of action arising under the
antitrust laws of New York State or of the United States relating to the
particular goods or services purchased or procured by the Authority under this
Contract.

     

    
      
         


      

      
        Page
22

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    
      ARTICLE
239         GRAND JURY
TESTIMONY

    

    


    
      	
              A.

            	
              Upon
      refusal of the Contractor as an individual or as member, partner, director
      or officer of the Contractor, if the Contractor be a firm, partnership or
      corporation, when called before a grand jury, governmental department,
      commission, agency or any other body which is empowered to compel the
      attendance of witnesses and examine them under oath, to testify in an
      investigation or to answer any relevant questions concerning any
      transaction or contract entered into with the State, or any political
      subdivision thereof, or a public authority or with any public department,
      agency or official of the State or any political subdivision thereof, when
      immunity has been granted to the witness against subsequent use of such
      testimony, or any evidence derived therefrom in any subsequent criminal
      proceeding:

            


    

    


    
      	
               
      

            	
              1.

            	
              Such
      individual, or any firm, partnership or corporation of which he is a
      member, partner, director or officer shall be disqualified for a period of
      five (5) years after such refusal from submitting bids for, or entering
      into or obtaining any contracts, leases, permits or licenses with the City
      of New York, the Metropolitan Transportation Authority or the New York
      City Transit Authority or submitting bids for or entering into, or
      obtaining any contracts, leases, permits or licenses which will be paid
      out of any monies under the control of or collected by the City, the
      Metropolitan Transportation Authority, the New York City Transit Authority
      and/or shall be subject to such other action appropriate under the
      circumstances; and

            


    

    


    
      	
               
      

            	
              2.

            	
              this
      Contract and any and all such existing contracts, leases, permits or
      licenses made with or obtained by any such individual or with or by the
      firm, partnership, or corporation of which he/she is a member, partner,
      director or officer may be cancelled or terminated by the City, the
      Metropolitan Transportation Authority or the New York City Transit
      Authority or the contracting agency or be subject to such action
      appropriate under the circumstances thereto without incurring any penalty
      or damages on account of such cancellation or termination, but any monies
      owing for goods delivered, work done, or rentals, permit or license fees
      due, prior to the cancellation or termination, shall be
    paid.

            


    

    


    
      ARTICLE
240         NOT
USED

    

    


    
      ARTICLE
241         NEW YORK LAWS /
CHOICE OF LAW, CONSENT TO JURISDICTION AND VENUE

    

    


    
      	
              A.

            	
              This
      Contract shall be deemed to be executed in the City of New York, State of
      New York, regardless of the domicile of the Contractor and shall be
      governed by and construed in accordance with the laws of the State of New
      York.

            


    

    


    
      	
              B.

            	
              The
      parties agree that any and all claims asserted by or against the Authority
      arising hereunder or related hereto shall be heard and determined either
      in the courts of the United States located in New York City (“Federal
      Courts”) or in the courts of the State of New York (“New York State
      Courts”) located in Kings County.  To effect this agreement and
      intent, the Contractor agrees:

            


    

    


    
      	
               
      

            	
              1.

            	
              If
      the Authority initiates any action against the Contractor in Federal Court
      or in New York State Court, service of process may be made on the
      Contractor either in person, wherever such Contractor may be found, or by
      Certified Mail addressed to the Contractor at its address as set forth
      herein or to such other address as the Contractor may provide to the
      Authority in writing.

            


    

     

    
      
         


      

      
        Page
23

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    
      	
               
      

            	
              2.

            	
              With
      respect to any action between the Authority and the Contractor in a New
      York State Court, the Contractor hereby expressly waives and relinquishes
      any rights he may otherwise have (a) to move to dismiss on grounds of
      forum non conveniens, (b) to remove to Federal Court; and (c) to move for
      a change of venue to a New York State Court outside Kings
      County.

            


    

    


    
      	
               
      

            	
              3.

            	
              With
      respect to any action between the Authority and the Contractor in Federal
      Court located in New York City, the Contractor expressly waives and
      relinquishes any right it might otherwise have to move to transfer the
      action to a Federal Court outside the City of New
  York.

            


    

    


    
      	
               
      

            	
              4.

            	
              If
      the Contractor commences any action against the Authority in a court
      located other than as provided for herein, upon request, the Contractor
      shall either consent to a transfer of the action to a court of competent
      jurisdiction, as set forth herein, or, if the court where the action is
      initially brought will not or cannot transfer the action, shall consent to
      dismiss such action without prejudice and thereafter reinstitute the
      action in a court of competent jurisdiction as provided for
      herein.

            


    

    


    
      ARTICLE
242         STATUTE OF
LIMITATIONS ON RIGHT TO SUE THE AUTHORITY/NO CLAIM AGAINST 

                                         AUTHORITY
OFFICERS, AGENTS OR EMPLOYEES

    

    


    
      	
              A.

            	
              No
      action shall lie or be maintained by the Contractor against the Authority
      upon any claim arising out of or based upon this Contract or by reason of
      any act or omission or requirement of the Authority or its agents, unless
      such action shall be commenced within six (6) months after the completion
      of the Work, other than Warranty Work, or earlier termination of the
      Contract.  No additional time shall be allowed to begin anew any
      other action if an action commenced within the time herein limited be
      dismissed or discontinued, notwithstanding any provision in the New York
      Civil Practice Law and Rules (“CPLR”) to the contrary.  Nothing
      herein shall extend the time, as provided in the CPLR, to commence a
      lawsuit.

            


    

    


    In the
event that the Contractor has filed with the Authority a statement of claim
pursuant to ARTICLE
214, CLAIMS BY
CONTRACTOR, the Contractor’s statute of limitations with respect to said
claim(s) only shall be tolled until the final determination by the Authority
under ARTICLE 212,
DISPUTES.

    


    
      	
              B.

            	
              No
      member, officer, agent or employee of the Authority shall be liable
      personally hereunder or by reason
hereof.

            


    

    


    
      ARTICLE
243         CONTRACT DOCUMENTS
CONTAIN ALL TERMS/ CONTRACTOR HAS EXAMINED 

                                         CONTRACT

    

    


    
      	
              A.

            	
              These
      Contract Documents contain all the terms and conditions agreed upon by the
      parties hereto, and no other agreement, oral or otherwise, regarding the
      subject matter of this Contract shall be deemed to exist or to bind any of
      the parties hereto, or to vary any of the terms contained
      herein.

            


    

    


    
      	
              B.

            	
              The
      Contractor hereby represents that prior to the execution of this Contract
      he read each and every clause and section of the Contract and had full
      opportunity to consider the same and make necessary investigations
      relating thereto; and he shall not make any claim for, or have any right
      to, damages or an extension of time for completion of the Contract or any
      other concession because of any misinterpretation or misunderstanding of
      this Contract or because of any lack of
  information.

            


    


    
      
         


      

      
        Page
24

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GENERAL
      CONTRACT PROVISIONS

            


    

    


    
      ARTICLE
244         ALL LEGAL PROVISIONS
INCLUDED

    

    


    It is the
intent of the parties that each and every provision of law required to be
inserted in this Contract should be and is inserted herein.  Every
such provision is to be deemed to be inserted herein, and if any such provision
is not inserted or is not inserted in correct form, then this contract shall be
deemed amended by such insertion so as to comply strictly with the law and
without prejudice to the rights of either party hereunder.

    


    
      ARTICLE
245        
SEVERABILITY

    

    


    If the
Contract contains any unlawful provisions, the same shall be deemed of no
effect, and shall upon the application of either party be stricken from the
Contract without affecting the binding force of the Contract as it shall remain
after omitting such provision.

    


    
      ARTICLE
246         SURVIVAL

    

    


    In
addition to any provision expressly set forth as surviving the expiration or
termination of this Contract, any provision of this Contract whose purpose would
be defeated or rendered meaningless by the expiration or earlier termination
hereof shall be deemed to survive any such expiration or
termination.

    


    [END OF
SECTION]


    
      
         


      

      
        Page
25

        
          

        

      

      
         


      

    


    CONTRACT
EXECUTION

    


    CONTRACT
NO. 07H9751

    


    In
WITNESS WHEREOF, this Contract has been executed by both the NEW YORK CITY
TRANSIT AUTHORITY and __________________________, the CONTRACTOR*, on the day
and year indicated on the applicable “Acknowledgment” documents.  The
CONTRACTOR, if a corporation, has also affixed its seal to this instrument on
the day and year indicated on the “Acknowledgment for the CONTRACTOR”
document.

    


    THE NEW
YORK CITY TRANSIT AUTHORITY

    


    by:
____________________________________________

    Timothy
P. Rooney

     Assistant
Chief Procurement Officer

    


    THE
CONTRACTOR

    


               
____________________________________________         (Seal)

          Exact
Name of Contractor

    


    by:
__________________________________________

    


    Title:
________________________________________

    


    
      	
               
      

            	
              *

            	
              The
      Contractor, if a partnership, joint venture or corporation, must execute
      this Contract in the exact firm or corporate name as it appears in its
      partnership or joint venture agreement or certificate of
      incorporation.  If the Contractor is a corporation and this
      Contract is executed by an Officer other than the President or Vice
      President, the Contractor shall furnish a certified copy of by-laws or a
      resolution authorizing said Officer to sign, unless same has previously
      been furnished to the Authority.  If the Contractor is a joint
      venture or partnership, and an individual executes this Contract on behalf
      of more than one member of the joint venture or partnership, documentation
      shall be furnished establishing such individual’s authority to bind each
      such member.

            


    


    
      
         


      

      
        Page
1

        
          

        

      

      
         


      

    


    CONTRACT
EXECUTION

    


    ACKNOWLEDGMENT
FOR THE AUTHORITY

    


    STATE OF
NEW
YORK,                   )

                                                                 
) SS.:

    COUNTY
OF                                     
 )

    


    On this
_____________________ day of ________________________ 20____ , before me
personally

    


    appeared
________________________________________________ to me known, who, being by
me

    


    first
duly sworn, did depose and say:  That he/she is the
____________________________________ of the New York City Transit Authority, the
public benefit corporation described in and which executed the foregoing
instrument and that he/she acknowledged to me that he/she signed his/her name
thereto pursuant to the authorization of said Authority.

    


    
      
        
          	
                   

                
	
                  Notary
      Public

                


        

      

    

     

    
      	
              8/06

            	
              Operating
      Contract

            	
              Page 
      2

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    CONTRACT
EXECUTION

    


    ACKNOWLEDGMENT
FOR CONTRACTOR

     

    STATE
OF                                          )

                                                                
) SS.:

    COUNTY
OF                                      )

    


    On this
_____ day of _________________ 20___, before me personally appeared
________________________________________, known to me to be the person who
executed the foregoing instrument, who, being duly sworn by me did depose and
say that s/he resides at _________________________________________, in the City
of _____________________ , in the County of ________________________, in the
State of _____________________; and further that s/he:

    


    [Mark an X in the appropriate box and complete
the accompanying statement.]

    


    
      	
               ̈

            	
              (If an individual):
      executed the foregoing instrument in her/his name and on her/his own
      behalf.

            


    

    


    
      	
               ̈

            	
              (If a corporation): is
      the __________________________________________________________ of
      __________________________________________________, the corporation in
      said instrument; that, by authority of the Board of Directors of said
      corporation, s/he is authorized to execute the foregoing instrument on
      behalf of the corporation for the purposes set forth therein; and that,
      pursuant to that authority, s/he executed the foregoing instrument in the
      name of and on behalf of said corporation as the act and deed of said
      corporation.

            


    

    


    
      	
               ̈

            	
              (If a partnership): is
      the ___________________________________________________________ of
      __________________________________________________, the partnership
      described in said instrument; that, by the terms of said partnership s/he
      is authorized to execute the foregoing instrument on behalf of the
      partnership for the purposes set forth therein; and that, pursuant to that
      authority, s/he executed the foregoing instrument in the name of and on
      behalf of said partnership as the act and deed of said
      partnership.

            


    

    


    
      	
               ̈

            	
              (If a limited liability
      company): is a duly authorized member of
      ______________________________________________________________ LLC, the
      limited liability company described in said instrument; that, s/he is
      authorized to execute the foregoing instrument on behalf of the limited
      liability company for the purposes set forth therein; and that, pursuant
      to that authority, s/he executed the foregoing instrument in the name of
      and on behalf of said limited liability company as the act and deed of
      said limited liability company.

            


    

    


    
      
        	 
      
	
                Notary
      Public

              


      

    

     

    
      
         


      

      
        Page
1

        
          

        

      

      
         


      

    

    NEW
YORK CITY TRANSIT AUTHORITY

    


    CONTRACT
No. 07H9751

    ACCESS-A-RIDE
PARATRANSIT TRANSPORTATION SERVICE

    


    
       
Scope
Of Work

    

    


    
       
TABLE
OF CONTENTS

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	
                                                              I.

                                                            	
                                                              INTRODUCTION

                                                            	
                                                              1

                                                            
	 	 	 
	
                                                              II.

                                                            	
                                                              GENERAL
      SCOPE OF PARATRANSIT SERVICE PROVISION

                                                            	
                                                              1

                                                            
	 	 	 
	
                                                              III.

                                                            	
                                                              DIVISION
      OF RESPONSIBILITES BETWEEN THE AUTHORITY AND CONTRACTOR FOR START UP AND
      OPERATIONS PHASES

                                                            	
                                                              5

                                                            
	 	 	 
	
                                                              IV.

                                                            	
                                                              CONTRACTOR
      FACILITIES

                                                            	
                                                              7

                                                            
	 	 	 
	
                                                              V.

                                                            	
                                                              STRATAGEN
      – ADEPT AUTOMATED SCHEDULING SYSTEM

                                                            	
                                                              9

                                                            
	 	 	 
	
                                                              VI.

                                                            	
                                                              VEHICLES

                                                            	
                                                              10

                                                            
	 	 	 
	
                                                              VII.

                                                            	
                                                              MAINTENANCE
      – VEHICLES & NON-REVENUE VEHICLES

                                                            	
                                                              11

                                                            
	 	 	 
	
                                                              VIII.

                                                            	
                                                              FUEL

                                                            	
                                                              14

                                                            
	 	 	 
	
                                                              IX.

                                                            	
                                                              PERSONNEL

                                                            	
                                                              16

                                                            
	 	 	 
	
                                                              X.

                                                            	
                                                              OPERATOR
      QUALIFICATIONS

                                                            	
                                                              19

                                                            
	 	 	 
	
                                                              XI.

                                                            	
                                                              OPERATOR
      TRAINING

                                                            	
                                                              20

                                                            
	 	 	 
	
                                                              XII.

                                                            	
                                                              OPERATOR
      DUTIES

                                                            	
                                                              21

                                                            
	 	 	 
	
                                                              XIII.

                                                            	
                                                              CUSTOMER
      SERVICE

                                                            	
                                                              24

                                                            
	 	 	 
	
                                                              XIV.

                                                            	
                                                              DISPATCH

                                                            	
                                                              25

                                                            
	 	 	 
	
                                                              XV.

                                                            	
                                                              DISPATCH
      LIAISON

                                                            	
                                                              26

                                                            
	 	 	 
	
                                                              XVI.

                                                            	
                                                              ROAD
      SUPERVISION

                                                            	
                                                              28

                                                            
	 	 	 
	
                                                              XVII.

                                                            	
                                                              REPORTING

                                                            	
                                                              28

                                                            
	 	 	 
	
                                                              XVIII.

                                                            	
                                                              ACCIDENT
      INVESTIGATION AND REPORTING

                                                            	
                                                              29

                                                            
	 	 	 
	
                                                              XIX.

                                                            	
                                                              CONTRACT
      MANAGEMENT

                                                            	
                                                              30

                                                            
	 	 	 
	
                                                              XX.

                                                            	
                                                              COMPLAINT
      MANAGEMENT REQUIREMENTS

                                                            	
                                                              32

                                                            
	 	 	 
	
                                                              XXI.

                                                            	
                                                              FUTURE
      SERVICE AND OPERATIONS CHANGES

                                                            	
                                                              33

                                                            


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    SCOPE OF WORK

    


    I.         
   INTRODUCTION

     

    In
accordance with the Americans with Disabilities Act of 1990 (ADA), the Authority
currently provides origin to destination, demand responsive, shared ride,
paratransit service for disabled individuals who meet the eligibility criteria
set forth in the ADA. Services are provided through contracts with private
contractors and are provided primarily throughout the five (5) Boroughs of New
York City.  The Authority’s paratransit service does business under
the name Access-A-Ride.  The overall objective of this Contract is to
operate AAR service that is safe, reliable, clean, Customer friendly and cost
efficient.

    


    II.           GENERAL
SCOPE OF PARATRANSIT SERVICE PROVISION

    


    A.  
Overview

     

    
      	
               
      

            	
              1.

            	
              The
      Contractor shall operate paratransit service in such a manner as to meet
      the Authority’s objective to provide ADA compliant paratransit service
      that is safe, reliable, clean, Customer friendly and cost
      efficient.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      Contractor shall provide Operators, maintenance, Dispatch, supervisors,
      training, security, safety and all other personnel required to perform the
      Contract.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      Contractor shall provide Vehicle and office facilities, fuel, parts,
      supplies, office equipment and all other items and services described
      herein to ensure efficient operation of the service and to fully satisfy
      the maintenance, operational and safety objectives of this
      Contract.

            


    

    


    
      	
               
      

            	
              4.

            	
              The
      Authority will determine the number and type of Vehicles to be assigned to
      the Contractor, the number of Routes required on a daily basis, the number
      of hours of each Route and the trips to be
  performed.

            


    

    


    
      	
               
      

            	
              5.

            	
              The
      Authority will provide policy direction, Customer eligibility
      determinations, government and community relations, Customer assistance
      and various services in support of the Contractor’s
    operation.

            


    

    


    
      	
               
      

            	
              6.

            	
              The
      Authority from time to time will issue directives clarifying matters
      relating to this Scope of Work and other Contract
      requirements.  The Contractor shall comply with all such
      directives.

            


    

    


    B.    Service
Provision

    


    
      	
               
      

            	
              1.

            	
              The
      Authority will schedule Routes to operate at any time during the period
      from approximately 4:00 a.m. to 12:00 a.m., the Authority may schedule the
      Contrator’s routes to operate twenty-four (24) hours a day.  On occasion, with
      two (2) calendar days notice, the Authority may require the Contractor to
      perform additional Routes for service past 10:00 p.m. for holidays, such
      as, Thanksgiving, New Year’s Eve, Christmas Eve, Mother’s Day and
      Independence Day.  The Authority will assign the
      Contractor a group of Route

            


    

    


    
      
        
           


        

        
          page
1

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    schedules
to be performed on a regular basis.  Each Route schedule is subject to
daily adjustments due to fluctuations in trip demand, e.g., due to a Customer trip
cancellation, Pull-Out is delayed one (1) hour, or, due to changes in demand
Routes       are added or
folded.  The Authority will give as much notice of such scheduling
adjustments to the Contractor as is practical.  Route schedules will
also be significantly affected by reduced trip demand on Holidays and during
severe weather.  In the event the Authority intends to permanently
change a Route schedule, the Contractor will be notified one (1) week prior to
the effective date of such change.  Routes may be scheduled from 4 to
10.5-hour tours.  Route assignments may require that Vehicles perform
more than one (1) tour per day, up to sixteen (16) hours. Where a Vehicle is
required to operate more than one (1) tour in a day, Operator relief times will
be scheduled by the Authority.  Insertions may be assigned on the day
of operation and added to the Route.

    


    
      	
               
      

            	
              2.

            	
              The
      Operator shall wait for the Customer for up to five (5) minutes past the
      Scheduled Pickup Time, or, if the Operator arrives after the Scheduled
      Pickup Time, for at least five (5) minutes from arrival.  If the
      Customer fails to show after five (5) minutes of waiting, the Operator
      shall make a reasonable attempt to locate the Customer. If the Customer
      still cannot be located, the Operator shall notify the Dispatcher who
      shall attempt to contact the Customer by telephone. If the Dispatcher is
      unable to contact the Customer by telephone, the Dispatcher shall release
      the Operator.  The Operator shall record a Customer No Show on
      the Trip Ticket, indicating actual arrival and release times, as well as
      the odometer reading, and immediately relay all information to the
      Dispatcher who, in turn, shall notify the Command Center.  The
      Operator shall note this same information on the Manifest and complete the
      Customer No Show Form, Attachment No.
22.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      Operators are to provide door to door (outside street level door at the
      pickup and drop off locations) service and assistance to Customers, as
      required.  Operators shall assist Customers with the fastening
      of their seat belts, if needed.  Should a passenger refuse the
      seat belt, the Operator shall immediately notify the
      Dispatcher.  The Dispatcher shall record it in ADEPT and notify
      the Command Center.  The Operator shall also record it on the
      Manifest and Trip Ticket.  If requested, Customers who are
      unable to climb stairs may use the wheelchair lift to enter the
      Van.  All wheelchairs and motorized scooters shall be secured
      with the appropriate securement system in the Vehicle wheelchair location
      prior to departure. If a Customer wishes to transfer to a seat from a
      wheelchair or scooter and if space is and will be available on the Route,
      Operators are required to assist Customers if the transfer can be made
      without lifting or carrying the Customer, both of these actions are
      strictly prohibited.  Operators shall contact the Dispatcher for
      instructions if a Customer refuses to have his/her wheelchair or person
      secured.

            


    

    


    
      	
               
      

            	
              4.

            	
              If
      requested, the Operator shall assist the Customer with up to two (2)
      parcels with a combined total weight not to exceed forty (40) pounds, from
      the door of the pickup location to the Vehicle and from the Vehicle to the
      door of their destination location.  Operators shall also handle
      and safely stow assistive devices, such as, wheelchairs, walkers, canes,
      etc.

            


    

    


    
      
        
           


        

        
          page
2

          
            

          

        

        
           


        

      

    

     

    SCOPE OF WORK

     

    
      	
               
      

            	
              5.

            	
              ADA
      requires that disabled persons who have been determined by the Authority
      to be ADA eligible for paratransit service be permitted to travel with
      Personal Care Attendants (PCAs) and one (1) Guest.  If eligible
      to travel with a PCA, the Customer’s AAR identification card issued by the
      Authority is coded with the symbol “Y”. The Operator is only required to
      provide assistance to the Customer, not to PCAs or Guests.  The
      Customer and the Guest pay the paratransit fare, currently $2.00 per
      trip.  The PCA rides free of fare.  The Manifest shall
      indicate if the Customer is traveling on a particular trip with a PCA
      and/or Guest.

            


    

    


    
      	
               
      

            	
              6.

            	
              Paratransit
      is a shared ride service.  Therefore, the Routes shall include
      multiple pickups and drop offs of Customers to and from destinations in
      proximity to each other, as permitted by Vehicle
      capacity.  Customers shall present to the Operator an AAR
      identification card or in the case of applicants for AAR who are traveling
      to certifier facilities, a certifier authorization letter issued by the
      Authority. Customers who have been approved for the service but have not
      yet received their AAR identification card shall present a personal photo
      identification.

            


    

    


    
      	
               
      

            	
              7.

            	
              Trips
      are scheduled in advance using a reservation and scheduling software
      program, ADEPT.  Trip Tickets and a Manifests will be issued
      electonically to the Contractor the evening before the Route is to be
      performed. The Contractor shall print Trip Tickets and Manifests for its
      use.

            


    

    


    
      	
               
      

            	
              8.

            	
              Manifests
      will include the following information for each trip
      scheduled:

            


    

    


    
      	
               
      

            	
              ·

            	
              Trip
      ID Number;

            


    

    
      	
               
      

            	
              ·

            	
              Scheduled
      Pickup Time;

            


    

    
      	
               
      

            	
              ·

            	
              Customer
      name and identification number;

            


    

    
      	
               
      

            	
              ·

            	
              Pickup
      and destination address and contact telephone
  numbers;

            


    

    
      	
               
      

            	
              ·

            	
              Scheduled
      Pickup Time for the return trip, if
any;

            


    

    
      	
               
      

            	
              ·

            	
              Specific
      notations (PCA, Guest(s), Assistive Device, pickup location details,
      etc.)

            


    

    


    C.    Insertions

    


    Based on
Vehicle capacity on Routes and Vehicle availability, additional trips known as
Insertions may be scheduled on the day of service.  Such Insertions
shall be accommodated by the Contractor.  Upon notification from the
Command Center that an Insertion is required, the Contractor and the Command
Center shall determine a mutually agreeable pickup time.  A Trip ID
Number shall be assigned by the Command Center and communicated to the
Dispatcher.  The Operator who is assigned the trip shall arrive at the
pickup location within five (5) minutes of the agreed to pickup
time.  The Dispatcher shall be informed of any special needs of the
Customer.

    


    D.    Other
Miscellaneous Service Provisions

    


    
      	
               
      

            	
              1.

            	
              Service
      animals shall be allowed to travel with the Customer and/or Guest at no
      cost.  The AAR identification card will note that the Customer
      travels with a service animal.  Pets are not permitted to travel
      with any passenger, except in a pet
carrier.

            


    

    


    
      
        
           


        

        
          page
3

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    
      	
               
      

            	
              2.

            	
              The
      Operator shall not deny service to any scheduled Customer, authorized PCA,
      authorized Guest and authorized service animal.  If any Customer
      is disruptive, violent or otherwise not conducting himself/herself in a
      safe manner, the Operator shall contact the Dispatcher for instructions
      and complete an Incident report, in the form set forth in Attachment
      15.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      safety of Customers is of primary concern.  Pickup and discharge
      of Customers shall not occur at the following
  locations:

            


    

    


    
      	
               
      

            	
              ·

            	
              within
      a pedestrian crosswalk;

            


    

    
      	
               
      

            	
              ·

            	
              within
      an intersection, except on the side of a roadway opposite a street which
      intersects, but does not cross such
roadway;

            


    

    
      	
               
      

            	
              ·

            	
              alongside
      or opposite any street excavation that obstructs
  traffic;

            


    

    
      	
               
      

            	
              ·

            	
              under
      conditions that obstruct the movement of traffic and in no instance so as
      to leave fewer than ten (10) feet available for the free movement of
      traffic;

            


    

    
      	
               
      

            	
              ·

            	
              where
      stopping is prohibited;

            


    

    
      	
               
      

            	
              ·

            	
              within
      a bicycle lane;

            


    

    
      	
               
      

            	
              ·

            	
              within
      horse drawn carriage boarding
areas.

            


    

    


    E.    Trip
Reconciliation

    


    
      	
               
      

            	
              1.

            	
              The
      Authority will provide a one (1) time train the trainer instruction of all
      of the requirements of daily reconciliations to representatives designated
      by the Contractor. Any subsequent training shall be provided by the
      Contractor. Incumbent Contractor’s shall not receive
    training.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      Authority will electronically provide Manifests and issue Insertions to
      the Contractor.  The Contractor shall print two (2) copies of
      the Manifests on Contractor supplied paper and print Trip Tickets on the
      Authority supplied form..  The Manifests generally will be
      available by 8:00 p.m. the evening before the scheduled
      trips.  A sample manifest is provided in Attachment No. 10
      “Sample Printed Manifest”.  A sample Trip Ticket is provided in
      Attachment No. 9 “Sample Printed Trip
Ticket”.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      Contractor shall on a daily basis reconcile all activity by entering Trip
      Ticket and Manifest information into ADEPT. All reconciliation in ADEPT
      shall be completed within three (3) calendar
  days.

            


    

    


    
      	
               
      

            	
              4.

            	
              The
      Contractor shall separate the Trip Tickets and Manifests, provide the
      Authority with the originals, and retain the copies for its
      records.

            


    

    


    
      	
               
      

            	
              5.

            	
              The
      Contractor shall enter the following information into the ADEPT
      system:

            


    

    


    
      	
               
      

            	
              ·

            	
              Vehicle
      odometer readings and pickup/drop off times for each
  trip.

            


    

    
      	
               
      

            	
              ·

            	
              The
      arrival time and Vehicle odometer reading for each Customer No Show and
      No-Fault/No-Show. No arrival time shall be entered for a Contractor No
      Show, however, the no show declaration time is to be
    recorded.

            


    

    


    
      	
               
      

            	
              ·

            	
              The
      identification number of the
Operator.

            


    

    
      	
               
      

            	
              ·

            	
              The
      Vehicle number.

            


    

    


    
      
        
           


        

        
          page
4

          
            

          

        

        
           


        

      

    

     

    SCOPE OF WORK

     

    
      	
               
      

            	
              ·

            	
              Any
      Insertions or Deletions.

            


    

    
      	
               
      

            	
              ·

            	
              Fares
      collected and/or refusals by Customers and/or Guests to pay
      fares.

            


    

    
      	
               
      

            	
              ·

            	
              Applicable
      codes required within ADEPT.

            


    

    
      	
               
      

            	
              ·

            	
              Pertinent
      comments.

            


    

    


    
      	
               
      

            	
              6.

            	
              After
      reconciliation data entry has been performed, the Contractor shall run an
      error report and correct all
errors.

            


    

    


    
      	
              III.

            	
              DIVISION
      OF RESPONSIBILITES BETWEEN THE AUTHORITY AND CONTRACTOR FOR START UP AND
      OPERATIONS PHASES

            


    

    


    A.   Start
Up Tasks For Non-Incumbent Contractor

    


    
      	
               
      

            	
              1.

            	
              Start
      up consists of all of the work required to be performed to assure that
      operations are fully ready to commence as
  scheduled.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      Contractor shall perform the tasks specified below in accordance with its
      Authority approved start up plan.  The Contractor shall schedule
      the tasks to assure their timely completion in order to timely commence
      operations.

            


    

    


    
      	
               
      

            	
              3.

            	
              Hiring
      of all key personnel including the Project Director, operations manager
      and maintenance manager. Other key personnel with time/tasks dedicated to
      start up shall also commence work in keeping with the start up plan. The
      Project Director and other key personnel shall be hired and working on
      site and available for meetings with the Authority within one (1) month of
      the Notice of Award.

            


    

    


    
      	
               
      

            	
              4.

            	
              Obtain
      NYS DOT Contract Carrier Operating Permit and all other City, State and
      Federal permits and licenses necessary to conduct the business required in
      this Contract.

            


    

    


    
      	
               
      

            	
              5.

            	
              Take
      all steps necessary to secure the facility required to house and maintain
      Vehicles and Non-Revenue Vehicles and to provide space for Contractor's
      supervisory, administrative and operations personnel to operate the
      service.

            


    

    


    
      	
               
      

            	
              6.

            	
              Procure
      all of the equipment required for the proper operation of the service,
      including all maintenance equipment, office equipment, communications
      equipment (both land line and mobile), Contractor provided computer
      equipment, and other equipment as needed.  Network hardware
      shall be acquired, installed, and
tested.

            


    

    


    
      	
               
      

            	
              7.

            	
              Complete
      all procedural and training manuals, forms, operating instructions and
      other documents necessary to the proper operation of the service. Manuals
      shall include at minimum, Operator’s responsibilities and procedures,
      substance abuse procedures, training manuals, maintenance procedures,
      supervisor’s responsibilities and procedures, and safety procedures for
      AAR service.  All manuals shall be forwarded to the Authority
      prior to finalization. Any deficiencies noted by the Authority shall be
      promptly corrected by Contractor.  All forms required by the
      Scope of Work, if not provided by the Authority, shall be developed by the
      Contractor and submitted to the Authority for
  approval.

            


    

    


    
      
        
           


        

        
          page
5

          
            

          

        

        
           


        

      

    

     

    SCOPE OF WORK

     

    
      	
               
      

            	
              8.

            	
              Hire
      Operators, maintenance personnel, and all other employees and conduct all
      other major preparations necessary to begin operation of the
      service.  Execute subcontracts, if any and any other
      administrative tasks. All personnel shall be hired and trained; procedures
      shall be established; facilities and equipment tested and prepared; and
      all other activities required for Contractor start up shall be
      performed.  The Contractor shall recruit and provide sufficient
      quantities of personnel, trained for duty, in the event that Contractor
      personnel fail to report for duty and to accommodate start up and
      personnel wash out. The Contractor shall phase the hiring of personnel to
      ensure their availability on the first day of Revenue
      Service.  The Contractor shall provide dates for the
      availability of all personnel by
category.

            


    

    


    
      	
               
      

            	
              9.

            	
              Install
      a communications system that shall enable two-way communication between
      Vehicles, Non-Revenue Vehicles, the operations/maintenance facility, and
      the Command Center.  The Contractor shall provide a base station
      radio and/or Nextel hook up that allows the Authority to monitor
      performance and make emergency contact with the Dispatcher or
      Operator.  If two-way radios are used, the Contractor shall
      provide the Authority with three (3) receiver units, rooftop antennae,
      necessary hardware and three (3) mobile units to allow the Authority to
      monitor Contractor dispatch.  If Nextel, or other similar
      equipment, is to be used, the Contractor shall furnish the Command Center
      with six (6) Nextel or other approved units and a commensurate number of
      desktop battery chargers.  The Contractor is responsible for the
      maintenance of all two-way radio equipment including equipment provided by
      the Contractor to the Authority.

            


    

    


    
      	
               
      

            	
              10.

            	
              The
      Contractor shall provide, install and maintain communications between the
      Contractor’s operating base and each of the Vehicles and Non-Revenue
      Vehicles used by the Contractor to provide paratransit service and the
      other requirements of this Scope of Work.  The Contractor shall
      identify to the Authority all radio frequency numbers used.  The
      Contractor is responsible for all radio frequency licensing
      fees.

            


    

    


    
      	
               
      

            	
              11.

            	
              The
      Contractor shall install and maintain any telephone service required under
      this Contract and shall procure and ensure continued operations of all
      two-way communication equipment, including repeaters and antennas for both
      Vehicles and buildings mounted for both Contractor operated equipment and
      equipment provided to the
Authority.

            


    

    


    
      	
               
      

            	
              12.

            	
              The
      Contractors shall coordinate with other Contractors whose existing
      Contracts are not renewed or whose fleet size has
  changed.

            


    

    


    
      
        	
              	
                13.

              	
                All
      other tasks identified by the Contractor in its Authority approved start
      up plan are to be completed to provide a successful and timely start
      up.

              


      

    

    


    
      
        
           


        

        
          page
6

          
            

          

        

        
           


        

      

    

     

    SCOPE OF WORK

     

    B.    Start
Up Tasks - Authority

    


    
      	
               
      

            	
              1.

            	
              During
      the performance by the Contractor of the above tasks, the Authority will
      work with the Contractor to provide information, answer questions, and
      provide approvals necessary for the Contractor to complete its approved
      start up plan.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      Project Manager may require the Contractor start up team to meet weekly to
      review start up activities.

            


    

    


    
      	
               
      

            	
              3.

            	
              Generally,
      all meetings with Contractor personnel will be held at 33-00 Northern
      Blvd., Long Island City, NY 11101.

            


    

    


    
      	
               
      

            	
              4.

            	
              The
      Authority may provide personnel to accompany the Contractor to meetings
      between existing and new Contractors to coordinate transition of service
      from the existing to the new
Contractors.

            


    

    


    
      	
               
      

            	
              5.

            	
              The
      Authority will provide the Contractor with typical run schedules within
      one (1) month of Contract award to allow the Contractor to begin service
      analysis, Operator picks (bids) and other related
    activities.

            


    

    


    
      	
               
      

            	
              6.

            	
              The
      Authority will provide training for Contractor managers and supervisors in
      the use of ADEPT prior to the date scheduled for start of
      service.  The training shall be train the trainer
      type.  The Authority will provide the Contractor with a copies
      of the manual describing the procedures and processes specific to the use
      of ADEPT.  The Contractor shall provide training for other
      Contractor personnel.  The Contractor is authorized to make
      additional copies of training materials provided by the Authority to the
      Contractor's personnel.

            


    

    


    
      	
               
      

            	
              7.

            	
              The
      Authority will provide review and, where appropriate, approvals or
      disapprovals of any plans or other items required to be submitted by the
      Contractor to the Authority.

            


    

    


    
      	
               
      

            	
              8.

            	
              The
      Authority will provide the Contractor with a functioning ADEPT software system on
      the Contractor’s PC hardware equipment prior to start of service. The
      Authority will provide personnel to assist the Contractor as needed to
      make ADEPT fully
      operational.

            


    

    


    
      	
               
      

            	
              9.

            	
              The
      Authority will provide the Contractor with an adequate supply of
      preprinted Trip Ticket forms to be used by the Contractor in providing
      service.

            


    

    


    
      
        	
              	
                10.

              	
                The
      Contractor is prohibited from engaging in any marketing or advertising of
      the service except for personnel
recruitment.

              


      

    

    


    IV.          CONTRACTOR
FACILITIES

    


    
      	
              
              

            	
              A.

            	
              Facilities
      shall be provided by the Contractor and appropriately sized for the size
      of the fleet to be operated and the number of employees required to
      perform all Contract services.  The Contractor shall identify to
      the Authority functions that shall be performed inhouse and those to be
      subcontracted. Interior storage of Vehicles is encouraged. The facility
      shall comply with all Federal, State and local safety requirements and
      laws and other laws including but not limited to fire codes, building
      codes, OSHA requirements and environmental regulations. The Contractor shall
      obtain permits/approvals required to lawfully operate the facilities to be
      used for this Contract.

            


    

    


    
      
        
           


        

        
          page
7

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    
      	
            	
              B.

            	
              The
      Contractor shall determine the maintenance capabilities of each facility,
      and may decide to locate maintenance at a central facility.  If
      more than one (1) facility is operated by the Contractor, the cost of
      shuttling Vehicles between facilities for maintenance will not be
      reimbursed by the Authority.

            


    

    


    
      	
            	
              C.

            	
              The
      Contractor’s facility shall be located to minimize
      deadheading.  The Authority will not reimburse deadheading in
      excess of schedules.

            


    

    


    
      	
            	
              D.

            	
              A
      Contractor who plans to locate outside New York City is specifically
      advised that he shall not be reimbursed for excessive
      deadheading.  Contractors shall not be reimbursed for any
      turnpike, bridge or tunnel tolls for deadheading to and from any
      Contractor facility located outside of New York
  City.

            


    

    


    
      	
            	
              E.

            	
              Each
      facility shall be sufficient to deliver the planned transportation and
      maintenance service levels.

            


    

    


    
      	
            	
              F.

            	
              The
      facility shall be either inside a secured building or a lighted, fence
      secured parking lot. All furnishings, equipment and supplies are the
      responsibility of the Contractor.

            


    

    


    
      	
            	
              G.

            	
              The
      Contractor is responsible for providing twenty-four (24) hour security of
      the facility and twenty-four (24) hour response to any security incidents
      at the facility.

            


    

    


    
      	
            	
              H.

            	
              The
      Contractor shall be responsible for any work required to ensure that the
      Contractor's communications system located at the Contractor's facility
      provides thorough coverage of all five (5) New York City Boroughs,
      including transmission and reception from the Command
    Center.

            


    

    


    
      	
               
      

            	
              I.

            	
              Each
      Contractor is required to have a minimum of one (1) fax machine in each
      dispatch area to be dedicated to transmitting documents to and from the
      Authority.

            


    

    


    
      	
               
      

            	
              J.

            	
              Provision
      for on-site fueling of Vehicles is preferred but not required. There shall
      be no reimbursement for deadheading costs related to fueling Vehicles at
      other than the Contractor's
facility.

            


    

    


    
      	
            	
              K.

            	
              No
      Vehicle or Non-Revenue Vehicle, operable or inoperable, shall be left
      overnight on any public road or property not under the control of the
      Contractor without the express authorization of the Authority. All
      Vehicles shall be housed overnight at the Contractor’s facility with the
      exception of Vehicles that are at Authority authorized repair
      facilities.

            


    

    


    
      	
            	
              L.

            	
              The
      Contractor shall make provision for on site Vehicle cleaning at its
      facility.

            


    

    


    
      	
            	
              M.

            	
              The
      Contractor shall be responsible for maintaining and repairing its
      facilities to provide for a safe and professional operating environment.
      Floors and walls shall be kept free of grease, oil and other fluids, as
      well as tripping hazards.

            


    

    


    
      
        
           


        

        
          page
8

          
            

          

        

        
           


        

      

    

     

    SCOPE OF WORK

     

    
      	
            	
              N.

            	
              All
      parts, fluids, tires and other maintenance parts shall be kept in secure
      rooms dedicated for those purposes.  Hazardous materials at the
      facility shall be stored in compliance with all Federal, State and local
      laws/regulations.

            


    

    


    
      	
            	
              O.

            	
              The
      Contractor shall be solely responsible for arranging for and maintaining
      all utilities for the Contractor’s
facility.

            


    

    


    
      	
            	
              P.

            	
              In
      the event of Contract termination by the Authority for any reason, the
      Contractor shall permit the Authority to continue to use the Contractor’s
      facility for a period of up to twelve (12)
  months.

            


    

    


    
      	
            	
              Q.

            	
              All
      Contractor primary and satellite operating facilites shall be required to
      have adequate emergency power generators to maintain full and
      uninterrupted operation of the ADEPT computer system and all other system
      communications including terminals and peripherals, as well as lighting,
      fuel dispensing and security functions.  The generator shall be
      hard-wired into the facility in such a manner that in the event of a power
      loss, the generator shall switch on to maintain operation of the foregoing
      systems and functions.  The generator shall remain functional at
      all times during this Contract.  The Contractor shall perform
      all scheduled and remedial maintenance as recommended by the OEM. Copies
      of OEM manuals and maintenance records shall be available to the Project
      Manager upon request.

            


    

    


    
      	
            	
              R.

            	
              The
      Contractor’s fleet storage facility for all Vehicles to be used under this
      Contract shall be inspected and approved by the Authority prior to award
      of this Contract, or, where facilities are to be acquired or moved after
      award, they shall be inspected and approved by the Project Manager prior
      to Contractor commencing performance of services at the new
      facility.

            


    

    


    
      	
            	
              S.

            	
              Any
      facility used by the Contractor in the performance of the Contract shall
      be subject to inspection and approval by the Authority. Facility
      acquisition or rental shall be effectuated within ninety (90) days from
      the Notice to Proceed, except as such period may be extended by the
      Authority. The Contractor’s failure to secure an approved facility may be
      grounds for termination of the Contract by the Authority.  No
      payment for facility costs will be made until after the facility is
      acquired.

            


    

    


    V.           STRATAGEN
– ADEPT AUTOMATED SCHEDULING SYSTEM

    


    A.   Stratagen
ADEPT

    


    
      	
               
      

            	
              1.

            	
              Stratagen
      ADEPT is the Authority’s current demand responsive online real time
      scheduling and dispatching software system. ADEPT creates Routes and is
      used during dispatch and reconciliation. The Authority has the right to
      change the scheduling system to another similar system during the term of
      the Contract.

            


    

    


    
      	
               
      

            	
              2.

            	
              ADEPT
      is used by Dispatch to monitor Vehicles, Routes and trips, record
      Incidents, make changes, record completion of trips and adjust schedules
      in response to situations as they
occur.

            


    

    


    


    
      
        
           


        

        
          page
9

          
            

          

        

        
           


        

      

    

     

    SCOPE OF WORK

     

    
      	
               
      

            	
              3.

            	
              ADEPT
      generates reports and forms.  Forms that are generated include
      Trip Tickets and Manifests.  Reports are generated for multiple
      purposes, e.g., service improvement, contract compliance, billing
      documentation, etc. Samples of a Trip Ticket and a Manifest are provided
      in Attachments 9 and 10.

            


    

    


    
      	
              B.

            	
              Computers

            


    

    


    
      	
               
      

            	
              1.

            	
              The
      Contractor is responsible for purchasing, maintaining, repairing all
      personal computers/software and peripherals, and connecting to the
      Authority wide area network during the Contract, the Contractor may be
      required to replace computers/software and Peripherals as directed by the
      Project Manager.  These replacements will be paid as a pass
      through budgeted by the Authority.  The Contractor shall obtain
      three (3) quotes for initial and/or replacement computers/software and
      peripherals specified by the Project Manager from suppliers. The
      Contractor shall submit the quotes to the Project Manager who will review
      the quotations, select the supplier and give approval to the Contractor to
      purchase the equipment. All computers/software and peripherals shall be
      used only for Authority business.  The actual cost of the
      equipment shall be paid to the Contractor under non-vehicle pass
      through.  Minimum specifications, subject to change as required
      by the Project Manager, include:

            


    

    


    
      
        	
                - 2.33/1333/4M Intel®  CoreTM 2 Duo E6550

              	
                - Epson DFX-9000 - 9-pin printer, or equal

              
	
                - GB DDR2-667 SYNC RAM PC2-5300

                - Nvidia XFX GeForce 8600 GT XXX Video Card, or equal

              	
                - HP LaserJet 4350N network printer 55 ppm 

                   blk w/ Ethernet print server card, or equal

              


      

    

    


    
      	
            	
              2.

            	
              The
      Authority will provide and maintain the file servers, as well as supply
      instructions for the connection to the network and insure stability and
      reliable connectivity. All local network hardware is subject to the
      approval of the Project Manager.

            


    

    


    VI.           VEHICLES

    


    
      	
            	
              A.

            	
              The
      Authority will provide, through a lease in the form attached hereto as
      Attachment 3, Vehicles and Non-Revenue Vehicles to be used by the
      Contractor for service.  The Contractor will be leased either a
      Ford Taurus, sample VIN 1FAFP53U47A168185 or Ford Escape Hybrid, sample
      VIN 1FMCU59H08KC44766 or similar model Non-Revenue
      Vehicles.  The Contractor shall pick up and return Vehicles and
      Non-Revenue Vehicles at an Authority location as directed by the Project
      Manager. The Contractor shall have all new Vehicles assigned inspected by
      NYS DOT.  The Vehicles shall be lettered by the Contractor. The
      Contractor shall be responsible for initial decals and maintenance of the
      decals. In general, the spare factor will be 10% of the peak number of
      Routes, excluding split Routes.  All Revenue Vehicles will be
      furnished complete with fire extinguishers, safety triangles, first aid
      kits, and will be in a condition so as to pass a NYS DOT
      inspection.

            


    

    


    
      	
            	
              B.

            	
              All
      Vehicles and Non-Revenue Vehicles supplied as part of this Contract shall
      be used solely for the performance of activities specified in this
      Contract.  All Vans shall have a seven (7) years in service life
      expectancy. All Sedans shall have a minimum of seven (7) years in service
      life expectancy. For Non-Revenue Vehicles, life expectancy is to be
      determined solely by the Project
Manager.

            


    

    


    
      
        
           


        

        
          page
10

          
            

          

        

        
           


        

      

    

     

    SCOPE OF WORK

     

    VII.         MAINTENANCE
– VEHICLES & NON-REVENUE VEHICLES

    


    
      	
            	
              A.

            	
              Vehicles
      and Non-Revenue Vehicles shall be kept free of all Accident Damage (body
      and mechanical) and shall be promptly repaired after such damage occurs.
      No Vehicles with other than minor body damage shall be operated in Revenue
      Service. All body damage shall be repaired within thirty (30) calendar
      days of the date that the damage was incurred. Any Vehicle and Non-Revenue
      Vehicle not meeting the Authority’s quality control standards may be
      repaired by the Authority and the cost of repairs will be charged back to
      the Contractor and/or the Authority may disallow the monthly per Vehicle
      maintenance cost.

            


    

    


    
      	
            	
              B.

            	
              The
      Contractor shall establish and follow a pre-trip/post-trip inspection
      program involving a walk around inspection of the Vehicles and Non-Revenue
      Vehicles each day before they are put into use and after return to the
      Contractor’s facility. This inspection shall include, as a minimum, the
      below listed items:

            


    

    


    
      	
               
      

            	
              ·

            	
              Heating
      or air conditioning systems as
appropriate

            


    

    
      	
               
      

            	
              ·

            	
              Oil,
      other fluids

            


    

    
      	
               
      

            	
              ·

            	
              Fuel

            


    

    
      	
               
      

            	
              ·

            	
              Belts,
      hoses

            


    

    
      	
               
      

            	
              ·

            	
              Seats,
      wheelchair positions, tie downs

            


    

    
      	
               
      

            	
              ·

            	
              Lights

            


    

    
      	
               
      

            	
              ·

            	
              Doors

            


    

    
      	
               
      

            	
              ·

            	
              Windshield
      wiper/washer system

            


    

    
      	
               
      

            	
              ·

            	
              Emergency
      equipment

            


    

    
      	
               
      

            	
              ·

            	
              Brakes

            


    

    
      	
               
      

            	
              ·

            	
              Wheelchair
      lift (shall be cycled daily)

            


    

    
      	
               
      

            	
              ·

            	
              Tires/Wheels

            


    

    
      	
               
      

            	
              ·

            	
              Exhaust
      system

            


    

    
      	
               
      

            	
              ·

            	
              Mirrors

            


    

    
      	
               
      

            	
              ·

            	
              Glass

            


    

    
      	
               
      

            	
              ·

            	
              Horn

            


    

    
      	
               
      

            	
              ·

            	
              Body
      damage

            


    

    


    
      	
            	
              C.

            	
              In
      addition to the defects or problems discovered in the inspection listed
      above, any problems or defects detected and reported by Operators or
      Customers while the Vehicles are in service shall be noted and recorded
      through a written defect reporting system. The system shall include a
      formal process for recording all problems, reporting all problems to
      appropriate maintenance personnel and following up with a report when
      repairs have been completed. A three (3) ply Operator Vehicle Condition
      (OVC), Attachment 11, shall be used by
      Operators for their pre-trip and post-trip inspections. The top copy shall
      be given to the Contractor’s maintenance manager to effect
      repairs.  Two (2) copies will be given to Contractor’s
      operations manager, one (1) of which shall be available for Operator
      review as prescribed in the 19-A regulations.  All copies shall
      be filed by Vehicle number by the
Contractor.

            


    

    


    
      	
            	
              D.

            	
              The
      Authority's designated representative(s) shall, at all times, have the
      right to inspect any Vehicle and Non-Revenue Vehicle being utilized by the
      Contractor for this Contract.

            


    

    


    
      
        
           


        

        
          page
11

          
            

          

        

        
           


        

      

    

     

    SCOPE OF WORK

     

    
      	
            	
              E.

            	
              The
      Authority shall have the right, at its sole discretion, to perform
      maintenance audits of Vehicles, Non-Revenue Vehicles and
      equipment.

            


    

    


    
      	
            	
              F.

            	
              The
      Contractor shall maintain the Vehicles and Non-Revenue Vehicles in Service
      Ready condition at all times. Service Ready shall mean that both Vehicles
      and Non-Revenue Vehicles are clean, mechanically safe and reliable, and
      all accessories are operable.  The Contractor shall perform,
      maintain or repair the following:

            


    

    


    
      	
               
      

            	
              ·

            	
              Daily
      fueling from an acceptable clean fuel source with proper grade fuel as per
      manufacturer’s specification

            


    

    
      	
               
      

            	
              ·

            	
              Daily
      fluid checks

            


    

    
      	
               
      

            	
              ·

            	
              Exterior
      Cleaning

            


    

    
      	
               
      

            	
              ·

            	
              Interior
      Cleaning including sweeping and
mopping

            


    

    
      	
               
      

            	
              ·

            	
              Fan
      belts

            


    

    
      	
               
      

            	
              ·

            	
              Flat
      tires

            


    

    
      	
               
      

            	
              ·

            	
              Replace
      windshield wipers

            


    

    
      	
               
      

            	
              ·

            	
              Hoses

            


    

    
      	
               
      

            	
              ·

            	
              Bulbs
      and lenses

            


    

    
      	
               
      

            	
              ·

            	
              Batteries
      and fuses

            


    

    
      	
               
      

            	
              ·

            	
              Preliminary
      road service

            


    

    
      	
               
      

            	
              ·

            	
              Cycle
      wheelchair lifts and maintain tie
downs

            


    

    
      	
               
      

            	
              ·

            	
              Maintain
      body and fittings in presentable condition including replacement of
      mirrors and fittings

            


    

    
      	
               
      

            	
              ·

            	
              Maintain
      equipment such as fire extinguisher and first aid
  kit

            


    

    
      	
               
      

            	
              ·

            	
              Present
      Vehicles to DOT and Non-Revenue Vehicles to DMV for inspection on or
      before the requisite dates with all systems operating and without body
      damage.

            


    

    


    
      	
            	
              G.

            	
              The
      Contractor shall maintain an inventory of parts and fluids sufficient to
      assure timely repairs for Vehicles and Non-Revenue Vehicles. Monthly, the
      Contractor shall submit a Maintenance Performed / Supplies Usage Report,
      Attachment No. 23.

            


    

    


    
      	
            	
              H.

            	
              The
      Contractor shall be responsible for the proper use, care, maintenance and
      towing of all Vehicles and Non-Revenue Vehicles used in the performance of
      service.

            


    

    


    
      	
               
      

            	
              I.

            	
              The
      Contractor shall use its own maintenance facilities or those of an
      Authority approved Subcontractor.

            


    

    


    
      	
               
      

            	
              J.

            	
              The
      Contractor shall maintain all Vehicles in compliance with
      the Preventive Maintenance Program, Attachment 12.  The
      Contractor shall maintain Non-Revenue Vehicles in accordance with the
      manufacturer’s recommendations.

            


    

    


    
      	
            	
              K.

            	
              In
      brief, the Preventive Maintenance Program requires that the Contractor
      schedule every Vehicle for preventive maintenance at least every thirty
      (30) calendar days (plus or minus three (3) calendar days) or every four
      thousand (4,000) miles plus or minus five hundred (500) miles, whichever
      occurs first.

            


    

    


    
      
        
           


        

        
          page
12

          
            

          

        

        
           


        

      

    

     

    SCOPE OF WORK

     

    
      
        	
              	
                L.

              	
                Where
      the Vehicle manufacturer's recommended maintenance program requires
      additional maintenance not noted in the Preventive Maintenance Program,
      Attachment 12, the additional items shall be included in the Preventive
      Maintenance Program.

              


      

    

    


    
      	
            	
              M.

            	
              The
      Contractor shall maintain a maintenance file for each individual Vehicle
      and Non-Revenue Vehicle. A complete record of warranty repairs performed
      on each Vehicle and Non-Revenue Vehicle shall be maintained. This
      information shall be included in the warranty history for each Vehicle.
      Warranty administration, including the collection of monies due for
      warranty repair shall be the Contractor’s responsibility. These monies
      will remain the Contractor’s.

            


    

    


    
      
        	
              	
                N.

              	
                The
      Contractor shall utilize a computerized maintenance record system. Should
      the Authority elect to, the system should allow access via modem
      connection. The system shall be capable of providing complete, accurate
      and up to date maintenance recordkeeping of Vehicles and Non-Revenue
      Vehicles.  Records shall be kept for each individual Vehicle and
      Non-Revenue Vehicle.

              


      

    

    


    
      	
            	
              O.

            	
              The
      Contractor shall properly maintain operating heating and air conditioning
      systems on all Vehicles.  Maintenance campaigns shall be
      conducted by the Contractor to ensure these systems are operational at the
      appropriate times of the year.  The Authority shall be notified
      at the beginning and end of each campaign.  At a minimum,
      heating systems shall be operable between September 15 and April 15 and
      air conditioning systems shall be operable between April 15 and September
      15. During winter service operation, the measured temperature anywhere
      within the interior of a Vehicle shall not be less than 68 degrees
      F.  During summer service operation, the interior temperature
      shall not be greater than 75 degrees F. No Vehicle shall be operated in
      Revenue Service for longer than one (1) calendar day without a properly
      functioning heating or air conditioning
system.

            


    

    


    
      	
               
      

            	
              P.

            	
              The
      Contractor shall provide and maintain a reasonable inventory of any and
      all parts necessary for the proper maintenance of all Vehicles,
      Non-Revenue Vehicles and equipment used in the provision of the
      service.

            


    

    


    
      	
            	
              Q.

            	
              All
      parts used during this Contract for the maintenance of Vehicles,
      Non-Revenue Vehicles and equipment shall be new OEM or Authority approved
      equivalent. The Contractor shall provide the original equiptment tire or
      Authority approved equal for all Vehicles and Non-Revenue Vehicles. The
      Contractor may contract for tire maintenance. In no case shall retread or
      recapped tires be allowed.

            


    

    


    
      	
               
      

            	
              R.

            	
              All
      Vehicles that are out of service due to mechanical reasons or damage shall
      be immediately reported to the Authority. The report shall include the
      reason the Vehicle is out of service, when the Vehicle developed the
      problem, and when the Vehicle is to be
repaired.

            


    

    


    
      	
               
      

            	
              S.

            	
              The
      Price Schedule reflects labor and material prices to maintain the
      fleet.  The Scope of Work requires scheduled and unscheduled
      maintenance that, when followed, will maintain Vehicle reliability
      throughout the seven (7) year service life.  To ensure the
      proper investment in the fleet, a bumper to bumper, detailed inspection of
      Vehicles will be performed during the fifth year of the service life of
      each Vehicle.  The inspection will be jointly performed by the
      Contractor’s maintenance manager and the Authority who together will
      identify work to be performed on systems and components, including
      replacements thereof, as necessary.  All identified work shall
      be completed within thirty (30) days except as may be extended by the
      Authority and shall be performed at no additional cost to the Authority as
      a function of Vehicle maintenance.

            


    

    


    
      
        
           


        

        
          page
13

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    
      	
            	
              T.

            	
              The
      Authority reserves the right to take over any portion of Contractor
      provided maintenance (labor or materials) with written
      notice.  Proper Vehicle maintenance is required to
      ensure  safe, reliable Customer service levels. Failure to
      provide appropriate maintenance after notification may result in the
      Authority taking corrective action. Such corrective actions available to
      the Authority include taking the Vehicle from the Contractor and providing
      the required maintenance at a third party maintenance shop selected by the
      Authority with the cost of the repairs charged back to the Contractor and
      set off against applicable subsequent service invoice(s) and/or the
      Authority may disallow the monthly per Vehicle maintenance
      cost.

            


    

    


    U.    Cleanliness
of Vehicles

    


    
      	
               
      

            	
              1.

            	
              The
      Contractor shall maintain the appearance and cleanliness of all Vehicles
      and Non-Revenue Vehicles used in providing AAR service in order to provide
      a positive image and appearance.  The Contractor shall not
      operate any Vehicle with dirt readily apparent and visible from a distance
      of twenty-five (25) feet. Reasonable cleanliness exceptions will be made
      be made during inclement weather.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      Contractor shall wash Vehicles in regularly spaced intervals at least
      twice each week.

            


    

    


    
      	
               
      

            	
              3.

            	
              Vehicle
      interiors shall be swept and cleaned at least once daily.  Trash
      shall be emptied at least once daily.  Interiors shall be fully
      mopped, the windows and the Operator’s area shall be cleaned at least once
      weekly.

            


    

    


    
      	
               
      

            	
              4.

            	
              The
      Contractor shall perform a thorough interior scrub at least once
      monthly.

            


    

    


    
      	
               
      

            	
              5.

            	
              In
      the event the Contractor fails to maintain the cleanliness of any Vehicle
      and Non-Revenue Vehicles in accordance with the terms of this Contract,
      the Project Manager shall have the right to cause such Vehicle to be
      removed from Revenue Service.

            


    

    


    VIII.        FUEL

    


    
      	
            	
              A.

            	
              The
      Contractor shall establish a dedicated, on site, fuel tank or a fleet card
      program for all fueling of all Vehicles used in Revenue Service subject to
      the approval of the Project Manager.  The cost for all fuel used
      in Revenue Service, excluding charges for any taxes for which the
      Authority is exempt, will be paid by the
  Authority.

            


    

    


    B.    For
Contractor Utilizing On Site Fuel Tanks

     

    
      
        
           


        

        
          page
14

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    
      	
               
      

            	
              1.

            	
              The
      Contractor shall provide and maintain a dedicated fuel tank to be utilized
      for fueling Vehicles. The Contractor shall not replace the fuel tank
      without the approval of the Project
Manager.

            


    

    


    
      	
               
      

            	
              2.

            	
              Except
      as otherwise provided herein, and subject to the terms and conditions of
      the separate agreement with the Authority’s fuel supplier, the Authority
      shall procure and pay for diesel fuel and/or gasoline for the
      Work.  The Contractor is responsible for all other aspects of
      fueling Vehicles operated under this Contract, including arrangements for
      fuel delivery.

            


    

    


    
      	
               
      

            	
              3.

            	
              Pursuant
      to its separate agreement with the Authority, the Authority’s fuel
      supplier is required to make deliveries seven (7) days a week between the
      hours of 8:00 a.m. and 3:00 p.m. in general to maintain a minimum
      inventory of 1,000 gallons of fuel at the
  facility.

            


    

    


    
      	
               
      

            	
              4.

            	
              It
      is the Contractor’s absolute obligation to ensure that its supply of fuel
      is sufficient at all times.  In the event of any problem which
      may arise with any fuel delivery by the Authority’s fuel supplier, the
      Contractor shall take appropriate steps to ensure uninterrupted Revenue
      Service.

            


    

    


    
      	
               
      

            	
              5.

            	
              The
      Contractor shall maintain in good working order its fuel tank, its
      automated fuel tank leak detection system and all equipment required for
      on site fueling, and provide for prompt repair as needed at no additional
      cost to the Authority.

            


    

    


    
      	
               
      

            	
              6.

            	
              The
      Contractor shall maintain strict controls to safeguard the integrity of
      fuel usage and prevent fraud.  The Contractor shall ensure that
      all equipment utilized in the on site fuel program is properly calibrated
      to ensure the accuracy of fuel deliveries and fuel
      dispensing.  The Contractor shall be liable for any unauthorized
      fuel use.

            


    

    


    
      	
               
      

            	
              7.

            	
              The
      Contractor shall monitor the amount of each fuel delivery made to its fuel
      tank to ensure the accuracy of the quantity and type of fuel invoiced by
      the Authority’s fuel supplier in accordance with the following
      procedure.

            


    

    


    
      	
               
      

            	
              a.

            	
              Immediately
      prior to each fuel delivery the Contractor shall measure the number of
      gallons in the fuel tank and record such measurement.  If the
      Contractor has a Veeder Root system (or an equivalent system), such system
      shall be used to take this measurement.  If not, the Contractor
      shall take the measurement
manually.

            


    

    


    
      	
               
      

            	
              b.

            	
              Immediately
      prior to each fuel delivery the Contractor shall ensure that the fuel
      delivery truck meter is properly calibrated and
  reset.

            


    

    


    
      	
               
      

            	
              c.

            	
              Immediately
      upon completion of each fuel delivery the Contractor shall obtain from the
      fuel supplier a record of the delivery truck meter reading of the amount
      of fuel delivered.

            


    

    


    
      	
               
      

            	
              d.

            	
              Immediately
      upon completion of each fuel delivery the Contractor shall measure the
      number of gallons in the fuel tank and record such measurement. If the
      Contractor has a Veeder Root system (or an equivalent system), such system
      shall be used to take this measurement. If not, the Contractor shall take
      the measurement manually.

            


    

     

    
      
        
           


        

        
          page
15

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    
      	
               
      

            	
              e.

            	
              The
      Contractor shall then compare the pre-delivery measurement, the
      post-delivery measurement and the delivery truck meter
      reading.  The Contractor shall not sign for a fuel delivery
      where the Contractor finds any discrepancy in amount of fuel
      delivered.

            


    

    


    
      	
               
      

            	
              8.

            	
              The
      Contractor shall maintain a record of daily starting and ending pump
      counter readings and daily starting and closing tank
    balances.

            


    

    


    
      	
               
      

            	
              9.

            	
              Consistent
      with Article 226 of the General Contract Provisions, the records required
      by this section shall be retained by the Contractor for a period of three
      (3) years from the termination of the
Contract.

            


    

    


    
      	
               
      

            	
              10.

            	
              The
      Contractor shall review the weekly invoice from the Authority’s fuel
      provider for fuel delivered to Contractor.  Within five (5)
      calendar days of the date of an invoice which the Contractor determines to
      be accurate, the Project Director shall sign it attesting to its accuracy,
      state the total quantity of fuel utilized over the month and send the
      invoice by facsimile to the Project Manager.  If the invoice is
      inaccurate in any respect, the Project Director shall alert the
      Authority’s fuel supplier and the Project Manager of the discrepancy
      immediately, make an appropriate written notation on the invoice, sign it
      attesting to the accuracy of the invoice, subject to the notation(s),
      state the total quantity of fuel utilized over the month and send the
      invoice to the Project Manager.

            


    

    


    C.    Contractor
Provided Fuel Card

    


    
      	
               
      

            	
              1.

            	
              The
      Contractor shall insure that the card shall be used for fuel
      only.  The card shall entitle the Contractor to purchase fuel at
      the pump price or less. The Contractor shall review usage on a regular
      basis through reports available through the fuel or fleet card
      provider.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      Authority will specify the type of fuel to be
  provided.

            


    

    


    IX.           PERSONNEL

    


    
      	
            	
              A.

            	
              The
      Authority may provide the Contractor with eligibility information that is
      reasonably required by the Contractor to perform its obligations to
      provide paratransit service as specified herein to the Customer. Under no
      circumstances shall Contractor personnel disclose any information
      concerning any Customer to anyone.  The Operator can report
      medical or any other information to authorized medical assistance
      personnel who report to the scene of an Accident or to the scene of any
      medical emergency.

            


    

    


    
      	
            	
              B.

            	
              The
      Contractor shall furnish all necessary Operators, Dispatchers and other
      personnel needed to provide AAR service as specified in the Contract
      Documents. Upon written notice to the Contractor that the Authority has
      determined that a Contractor employee’s performance fails to meet the
      requirements of the Contract, or otherwise seriously detracts from the
      quality or efficiency of the service, the Contractor shall remove the
      employee from assignment to this
Contract.

            


    

    


    
      	
            	
              C.

            	
              The
      Contractor shall assign a designated person (i.e. the Project Director) to
      this operation to ensure that all operations comply with Contract
      requirements.

            


    

    


    
      
        
           


        

        
          page
16

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    
      	
            	
              D.

            	
              A
      supervisor shall be available at the Contractor’s facility or by phone
      during all hours of the operational day to make decisions or provide
      coordination as necessary.

            


    

    


    
      	
            	
              E.

            	
              In
      selecting and fielding Operators, the Contractor shall conduct an adequate
      background check on each person to be hired for this Contract to ensure
      that he or she meets the standards and satisfactorily completes the
      training set forth in Section XI below and is qualified to perform all of
      the Operator functions required by this
  Contract.

            


    

    


    
      	
            	
              F.

            	
              At
      a minimum, the Contractor’s management personnel shall include a full time
      Project Director, an operations manager and a maintenance manager
      throughout the term of the Contract. These managers are expected to spend
      a majority of their working time on site, in the Contractor's facility.
      Should any key personnel position(s) be vacated for a month or more and
      failing demonstration of a reasonable good faith effort to refill the
      position(s), the Contractor’s monthly payment may be adjusted downward to
      reflect the salary of the vacant position until such time as the position
      has been filled.  The initial and any replacements for the
      Project Director, operations manager and maintenance manager shall be
      approved by the Authority.

            


    

    


    
      	
            	
              G.

            	
              The
      Project Director shall be responsible for all aspects of the Contractor's
      operation. This person shall not hold any other position in the operation
      or any other operation. The Project Director shall have the full authority
      to independently make any decisions required for the safe and efficient
      operation of the service. The Project Director shall have at least three
      (3) years experience in the management and supervision of paratransit
      service or other specialized transportation services. An additional three
      (3) years of fixed route transportation management experience is
      desirable.

            


    

    


    
      	
            	
              H.

            	
              The
      operations manager shall be dedicated 100 percent to overseeing the day to
      day operation of the service. The operations manager shall have at least
      three (3) years experience in the management and supervision of demand
      responsive transportation service. An additional two (2) years of fixed
      route management experience is
desirable.

            


    

    


    
      	
               
      

            	
              I.

            	
              The
      maintenance manager shall be dedicated 100 percent to overseeing the
      proper maintenance of Vehicle and Non-Revenue Vehicles. The maintenance
      manager shall have at least three (3) years experience in the management
      and performance of fleet
maintenance.

            


    

    


    
      	
               
      

            	
              J.

            	
              A
      detailed resume of not more than two (2) pages for each position shall be
      submitted for the proposed Project Director, operations manager and
      maintenance manager. This resume shall include at least three (3)
      professional references with current telephone numbers. The individuals
      selected by the Contractor as the Project Director, operations manager and
      maintenance manager shall require initial and continued concurrence of the
      Authority.

            


    

    


    
      	
            	
              K.

            	
              The
      Project Director and, in his or her absence, the operations manager shall
      be available during all hours of service to make decisions and to provide
      coordination with the Authority. The Contractor shall provide the Project
      Director and operations manager with cellular phones sufficient to allow
      communication anywhere primarily within the New York City area. The resume
      of temporary replacement personnel shall be provided to the Project
      Manager for concurrence prior to assumption of
  duties.

            


    

    


    
      
        
           


        

        
          page
17

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    
      	
            	
              L.

            	
              The
      Contractor shall designate a knowledgeable employee to act as Project
      Director, operations manager or maintenance manager whenever any of these
      managers has a leave of absence for any reason of more than one (1)
      week.

            


    

    


    
      	
            	
              M.

            	
              Dispatchers
      responsible for controlling the Operators and the performance of the fleet
      shall be on duty, at the Contractor’s facility available and within
      communication range at all times when Vehicles are in
      service.  Dispatch personnel shall be trained in the use of
      ADEPT by
      Contractor's personnel who have been trained by the Authority prior to the
      assumption of their duties.

            


    

    


    
      	
            	
              N.

            	
              The
      Contractor shall have Road Supervisors in sufficient number to ensure
      planned and random field supervision of Operator performance and to
      investigate Accidents and provide assistance in the event of a Road Call.
      Road Supervisors shall be trained by the Contractor in Accident
      investigation procedures and be available to investigate an Accident site
      at all hours that the service is in
operation.

            


    

    


    
      	
            	
              O.

            	
              All
      Contractor mechanics (maintenance personnel) shall be trade certified and
      thoroughly trained and retrained to complete the maintenance tasks
      required by this Contract.  Mechanics, mechanic helpers, service
      personnel performing post-trip maintenance and/or fueling shall be
      dedicated to this Contract and shall not share duties with other fleet
      services.

            


    

    


    
      	
            	
              P.

            	
              The
      Contractor shall ensure that Operators hired for this service are reliable
      and able to drive safely. Operators shall be employees of the
      Contractor.  The use of an independant contractor or other such
      arrangements is prohibited for this position. The Contractor is required
      by the New York State Department of Motor Vehicles (NYS DMV) and by this
      Contract to comply with the requirements of Article 19-A of the Vehicle
      and Traffic Law (VTL) and the NYS DMV regulations published at 15 NYCRR
      Part 6, as well as all other applicable Federal, State and local
      laws/regulations.

            


    

    


    
      	
            	
              Q.

            	
              Throughout
      the term of this Contract, the Contractor shall comply with the the
      Authority approved FTA Drug & Alcohol Testing Program for this
      Contract.

            


    

    


    
      	
            	
              R.

            	
              Management,
      Road Supervisors, Dispatch supervisors, Dispatchers, Operators and any
      other staff that interface with Customers shall be provided sensitivity
      training in accordance with the
Contract.

            


    

    


    
      	
            	
              S.

            	
              The
      Contractor shall provide proper training and retraining for all
      paratransit personnel.  The Contractor shall, as necessary,
      update all manuals, including training manuals and procedures and assure
      that all of its personnel are properly trained for the functions assigned
      to them.

            


    

    


    
      
        	
              	
                T.

              	
                Operators
      shall not be placed into Revenue Service until an appropriate Hire/Drop
      Notice, Attachment 18, has been submitted by the Contractor to the
      Authority and the Operator is approved for Revenue Service by the
      Authority. When an Operator resigns or is terminated by the Contractor, a
      Drop/Hire Notice indicating the Operator has resigned or been terminated
      shall be provided to the Authority within twenty-four (24)
      hours.

              


      

    

    


    


    
      
        
           


        

        
          page
18

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    
      	
            	
              U.

            	
              The
      Contractor is solely responsible for any union/labor agreements required
      in the operation of this service. The Contractor is responsible for
      entering labor agreements and maintaining labor agreements where required
      that enable the Contractor to perform the work of this Contract in keeping
      with all its terms.

            


    

    


    
      	
            	
              V.

            	
              The
      Contractor is solely responsible for administering Contractor employee
      discipline.  It is strongly recommended that the Contractor
      institute a progressive disciplinary system which includes employee
      reinstruction, suspension and termination as
  appropriate.

            


    

    


    X.           OPERATOR
QUALIFICATIONS

    


    A.   Operators
shall meet all of the following requirements:

    


    
      	
               
      

            	
              ·

            	
              Valid
      New York State (NYS) Commercial Driver’s License with Passenger
      Endorsement;

            


    

    
      	
               
      

            	
              ·

            	
              Unrestricted
      license in effect for three (3)
years;

            


    

    
      	
               
      

            	
              ·

            	
              Shall
      be at least 21 years old;

            


    

    
      	
               
      

            	
              ·

            	
              New
      York State Vehicle and Traffic Law Article 19-A and 21 NYCRR Part 6 of the
      NYS DMV regulations, including the physical examination
      requirements.

            


    

    


    
      	
            	
              B.

            	
              Operators  shall
      not have any one (1) of the
following:

            


    

    


    
      	
               
      

            	
              ·

            	
              More
      than four (4) points accumulated within three (3) years immediately
      preceding employment.  Allowance shall be given for taking the
      NYS DMV Defensive Driving Course’s reduction in points accumulated during
      the eighteen (18) month period preceding the date of hire. The Operator’s
      abstract shall reflect the point reduction at the time of
      hire;

            


    

    
      	
               
      

            	
              ·

            	
              A
      conviction for driving any vehicle while impaired or intoxicated within
      the five (5) years immediately preceding
  employment;

            


    

    
      	
               
      

            	
              ·

            	
              Any
      punitive suspension or revocation of license during the three (3) years
      immediately preceding employment;

            


    

    
      	
               
      

            	
              ·

            	
              Three
      (3) or more moving violations within the three (3) years immediately
      preceding employment;

            


    

    
      	
               
      

            	
              ·

            	
              Three
      (3) or more at-fault Accidents within the three (3) years immediately
      preceding employment;

            


    

    
      	
               
      

            	
              ·

            	
              Any
      violation issued in connection with an Accident within the three (3) years
      immediately preceding employment.

            


    

    


    C.    Other
Operator Qualifications:

    


    
      	
               
      

            	
              ·

            	
              Satisfactory
      results from a drug and alcohol test administered in accordance with FTA
      regulations;

            


    

    
      	
               
      

            	
              ·

            	
              Satisfactory
      results from a NYS Department of Criminal Justice Services’ and Federal
      Bureau of Investigation fingerprint checks in accordance with New York
      State Department of Motor Vehicles, Commissioner’s Regulations Part 6,
      Special Requirements for Bus
Drivers;

            


    

    
      	
               
      

            	
              ·

            	
              Abilty
      to speak, read and write the English
language;

            


    

    
      	
               
      

            	
              ·

            	
              Ability
      to read maps;

            


    

    


    
      
        
           


        

        
          page
19

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    
      	
               
      

            	
              ·

            	
              Familiarity
      with the five (5) Boroughs of New York
City.

            


    

    


    D.    Convictions
Related to Violations Pending at Time of Hire:

    


    
      	
               
      

            	
              1.

            	
              If
      an Operator is convicted of a moving violation that was pending at the
      time he/she was hired:

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      Operator shall be terminated, if, as a result of this conviction he/she no
      longer meets the requirements stated in Paragraph
  X.B;

            


    

    


    
      	
               
      

            	
              b.

            	
              The
      Operator shall be suspended a minimum of five (5) working days if, despite
      this conviction the Operator continues to meet the requirements stated in
      Paragraph X.B.

            


    

    


    XI.           OPERATOR
TRAINING

    


    
      	
            	
              A.

            	
              Operator
      training shall meet generally accepted paratransit industry standards and
      shall include at a minimum, instruction in the areas described
      below.  The Contractor shall identify a specific curriculum and
      training time for each curriculum component.  The Authority
      reserves the right to approve or disapprove training curricula and
      training manual(s). When deemed necessary by the Authority, the Contractor
      may be directed to add, delete or amend components of the
      training.  The Contractor shall develop, issue and maintain an
      adequate number of all training
manuals.

            


    

    


    
      	
            	
              B.

            	
              The
      Contractor shall provide a minimum total of thirty-two (32) hours of
      behind the wheel instruction with a trainer or experienced Operator. Eight
      (8) hours shall be with the trainer or supervisor. Twenty-four (24) hours
      shall be in service training with an experienced Operator. During the
      behind the wheel instruction the following subjects shall be
      covered:

            


    

    


    
      	
               
      

            	
              ·

            	
              Operator’s
      Vehicle Condition Report;

            


    

    
      	
               
      

            	
              ·

            	
              Routes/Services
      and area street network;

            


    

    
      	
               
      

            	
              ·

            	
              Map
      Reading;

            


    

    
      	
               
      

            	
              ·

            	
              Fare
      structure and collection;

            


    

    
      	
               
      

            	
              ·

            	
              Manifest
      reading and completion;

            


    

    
      	
               
      

            	
              ·

            	
              System
      Familiarization.

            


    

    
      	
            	
              C.

            	
              In
      addition, the Contractor shall provide the
  following:

            


    

    


    
      	
               
      

            	
              ·

            	
              A
      minimum of eight (8) hours of Vehicle orientation to include Pre-Trip and
      Post-Trip Vehicle Inspection, use of communication systems, wheelchair
      lift and securement device operating procedures, Customer assistance
      techniques, FTA Substance Abuse Program and Authority procedures and
      policies as they apply to this
Contract;

            


    

    
      	
               
      

            	
              ·

            	
              An
      eight (8) hour Department of Motor Vehicle approved Accident prevention
      course.  See Attachment 13 for approved
    providers;

            


    

    
      	
               
      

            	
              ·

            	
              A
      minimum of eight (8) hours of instruction in breakdowns and Accident
      reporting procedures, emergency procedures and practices, including the
      emergency evacuation of Vehicles;

            


    

    
      	
               
      

            	
              ·

            	
              A
      minimum of eight (8) hours to better identify medical
      emergencies.  Operators shall be required to receive training in
      first aid and proper response (as defined by the Contractor) to emergency
      medical needs of passengers;

            


    

    


    
      
        
           


        

        
          page
20

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    
      	
               
      

            	
              ·

            	
              A
      minimum of sixteen (16) hours of certified instruction in Customer and
      passenger sensitivity and interaction with all persons including persons
      with disabilities, persons of diverse races, cultures and sexual
      orientation, the elderly and
children.

            


    

    


    
      	
            	
              D.

            	
              The
      Contractor shall provide within fourteen (14) calendar days prior to or
      after the anniversary date that each Operator began Revenue Service a
      minimum of eight (8) hours behind the wheel training, and a minimum one
      (1) hour evaluation of the Operator’s driving
  skills.

            


    

    


    
      	
            	
              E.

            	
              A
      continuing program of Operator safety and instruction shall be instituted
      by the Contractor and fully detailed and maintained in a Training
      Policy/Procedure Manual. Each Operator shall receive a minimum of sixteen
      (16) hours of retraining each year.  A required component of
      this retraining shall be Customer and passenger sensitivity and defensive
      driving.

            


    

    


    
      	
            	
              F.

            	
              It
      shall be the sole responsibility of the Contractor to fully train all
      Operators. The Authority will only become involved in Operator training if
      the Authority determines that the Contractor is not doing proper, thorough
      training.  In such case, the Contractor may be required to pay
      the Authority for expenses incurred by the Authority related to the
      provision of such training. In this event, the Contractor shall be
      responsible for the payroll costs of Operators attending the Authority
      directed training.

            


    

    


    
      	
            	
              G.

            	
              During
      the course of training, Operators shall be thoroughly trained in the
      requirement to offer and provide assistance to Customers both on and off
      the Vehicle.

            


    

    


    XII.         OPERATOR
DUTIES

    


    
      	
            	
              A.

            	
              At
      all times while on duty, Operators shall be neatly dressed and well
      groomed. Operators shall wear uniforms prescribed and provided by the
      Contractor and approved by the Authority at all times while the Operator
      is in service. The uniform shall consist of a white blouse or shirt, with
      pocket, dark blue slacks or trousers, a dark baseball type cap and,
      depending upon the season, a dark blue jacket and other dark blue outer
      garments. Dark blue uniform style A-line skirts, culottes or dress shorts
      with dark blue socks will be permitted. Dress shorts will be permitted to
      be worn during the period of May 1st
      through September 30th.
      Shoes shall be black and serviceable having flat, nonskid soles. No high
      heels, sneakers, or open sandals shall be worn. Tee shirts are prohibited.
      At no time shall hair or anything else be worn so as to obscure vision or
      create a safety hazard.

            


    

    


    
      	
            	
              B.

            	
              While
      in Revenue Service no Operator shall have or display any insignia, patch,
      or emblem other than those supplied by the Contractor and approved by the
      Authority. Each Operator shall wear picture identification supplied by the
      Contractor to be worn on the Operator’s shirt, blouse or jacket in a
      manner visible to Customers and approved by the Authority. The badge shall
      contain the names of the Contractor and the Operator, and the letters
      AAR.

            


    

    


    
      	
            	
              C.

            	
              Each
      Operator shall carry a timepiece that keeps accurate time and a Hagstrom
      or approved equivalent five (5) Borough street map.  Each
      Operator is to verify the time with the Dispatcher at least once each day
      prior to leaving the facility or during shift change.  An
      Operator shall carefully read each comment noted on the Manifest to insure
      that he/she is at the correct pickup location.  If at any time
      the Operator is unable to find a location, he/she shall promptly contact
      the Dispatcher.

            


    

    


    
      
        
           


        

        
          page
21

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    
      	
            	
              D.

            	
              Operators
      shall report to the Dispatcher any service problems as they
      occur.  These are to include but not be limited to: Accidents;
      incidents; injuries; Vehicle condition; Manifest error; schedule adherence
      problems; Customer No Show; traffic condition; Customer problem; excessive
      Customer assistance requirement; Customer identification problem; fare
      payment problem and unusual
occurrences.

            


    

    


    
      
        	
              	
                E.

              	
                Operators
      shall record the time and mileage of Vehicles at the time of Pull-Out and
      Pull-In.

              


      

    

    


    
      
        	
              	
                F.

              	
                Operators
      shall be required to perform the Routes as shown on the
      Manifests.  Deviation from the sequence without prior approval
      from the Dispatcher is sufficient grounds to request permanent removal of
      any Operator from service.

              


      

    

    


    
      	
            	
              G.

            	
              If
      the Operator arrives prior to the Scheduled Pickup Window and the Customer
      is not ready to travel, the Operator cannot require the Customer to board
      prior to the Scheduled Pickup Time. The Operators shall
      report any arrival twenty-five (25) minutes later than the Scheduled
      Pickup Time to the Contractor's Dispatcher. The report shall be made as
      soon as the Operator can foresee a late
arrival.

            


    

    


    
      	
            	
              H.

            	
              Prior
      to drop off, the Operator shall provide the Customer with their Trip
      Ticket. The Operator shall assist any Customers unable to sign a Trip
      Ticket by signing for them and noting on the ticket that the Operator has
      done so. In addition, a PCA may sign the Trip Ticket for the
      Customer.

            


    

    


    
      	
               
      

            	
              I.

            	
              Upon
      arrival at the pickup or drop off location, the Operator shall record the
      time on the Manifest. The Operator shall exit the Vehicle to locate the
      Customer and offer any assistance that the Customer may require in
      boarding and exiting the Vehicle as authorized in this
      Contract.

            


    

    


    
      	
               
      

            	
              J.

            	
              In
      the event that the Operator cannot locate a Customer, the Operator shall
      immediately contact the Dispatcher for assistance, including confirmation
      of the pickup location. The Dispatcher shall attempt by telephone to
      locate the Customer and shall provide further instructions to the
      Operator.  The Operator shall not leave the pickup location
      until authorized to do so by the Dispatcher.  Prior to leaving
      the pickup location, the Operator shall note the Customer No Show on the
      Trip Ticket and Manifest, and complete and sign the Customer No Show Form,
      Attachment No. 22.

            


    

    


    
      	
            	
              K.

            	
              Operators
      shall call out the name of the Customer at each pickup and drop off
      location.

            


    

    


    
      	
            	
              L.

            	
              The
      Contractor shall devise a procedure to ensure that the Operators wait for
      a Customer when the Operator knows that the Customer is on the way to the
      Vehicle.

            


    

    


    
      	
            	
              M.

            	
              Operators
      shall notify the Dispatcher at each pickup and drop off time if they are
      more than twenty-five (25) minutes behind
  schedule.

            


    

    


    
      
        
           


        

        
          page
22

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    
      	
            	
              N.

            	
              Operators
      shall ask a Customer to present an AAR photo identification card. If the
      Customer does not have his or her AAR photo identification card, an
      alternate photo identification shall be allowed.  If the
      Customer has no photo identification, the trip shall not be provided. The
      Operator shall notify the Dispatcher in order that the appropriate
      comments are entered in the tracking log. For Customers travelling to and
      from eligibility centers, the Operator shall ask the Customer to present
      the letter from the Authority authorizing the
  trip.

            


    

    


    
      	
            	
              O.

            	
              An
      Operator is required to know the paratransit fare at the time he/she
      begins Revenue Service and to be advised as to any changes in the fare
      communicated by the Authority to the
Contractor.

            


    

    


    
      
        	
              	
                P.

              	
                The
      Operator shall use the interior lighting of the Vehicle when alighting all
      Customers at night to provide for a safe ingress and egress from the
      Vehicle.

              


      

    

    


    
      	
            	
              Q.

            	
              The
      Operator shall operate heating and air conditioning systems to provide for
      the comfort of Customers. The Operator is not authorized to open windows
      for ventilation in lieu of air conditioning unless Vehicle air
      conditioning systems have failed.

            


    

    


    
      	
            	
              R.

            	
              Operators
      are prohibited from soliciting, accepting or in any way encouraging
      payment of a tip, gratuity, additional payment or any service from any
      Customer at any time. Engaging in such conduct is grounds for immediate
      removal from service.

            


    

    


    
      
        	
              	
                S.

              	
                Operators
      shall at all times be courteous to Customers.  Operators shall
      at all times comport themselves
      as they have been trained to do in the sensitivity training provided by
      the Contractor. Any inappropriate behavior of the Customer shall be
      reported to the Dispatcher.

              


      

    

    


    
      	
            	
              T.

            	
              If
      a Customer is required to travel with a PCA as shown on the Manifest and
      is not accompanied by the PCA, the Operator shall not provide the
      ride.  The Operator shall notify the Dispatcher in order to
      ensure that the appropriate comments are entered into the track log. When
      the Operator’s experience with a Customer who travels without a PCA leads
      him/her to conclude that the individual cannot travel unattended, the
      Operator shall report the circumstances to the Dispatcher.  The
      Contractor shall notify the Authority for follow up and further
      instructions.

            


    

    
      	
            	
              U.

            	
              In
      the event of a medical emergency, the Operator shall immediately pull the
      Vehicle out of traffic and notify the Dispatcher of the emergency. The
      Operator shall provide any first aid assistance reasonably required. The
      Operator shall stay with the Customer until emergency assistance
      arrives.

            


    

    


    
      	
            	
              V.

            	
              In
      the event that any Customer engages in any illegal act or other conduct
      that is unsafe to himself/herself or any others on board the Vehicle, or
      strikes or otherwise abuses the Operator or any other Customer or
      passenger, the Operator shall, at the earliest safe moment, report the
      incident to the Dispatcher for
instructions.

            


    

    


    
      	
            	
              W.

            	
              Operators
      shall operate wheelchair lifts from outside of the Vehicle using the
      remote device. Operators shall provide assistance to Customers who use
      Assistive Devices in entering and exiting the lift platform and the
      Operators shall know how to operate the wheelchair lift
      manually.

            


    

    


    
      
        
           


        

        
          page
23

          
            

          

        

        
           


        

      

    

    SCOPE OF
WORK

     

    
      	
            	
              X.

            	
              Operators
      are prohibited from going inside of buildings and from providing
      assistance to persons attempting to navigate more than one (1)
      step.  Operators found to be entering residences shall be
      removed from AAR service.

            


    

    


    
      	
            	
              Y.

            	
              Operators
      shall require all Customers on board the Vehicle to observe rules of
      carriage to include: no smoking; no drinking of any beverages; no eating,
      no standing while Vehicle is in motion; no person shall put a wheelchair
      in motion, occupied or unoccupied, while the Vehicle is moving; no person
      other than the Operator shall be allowed to operate the Vehicle or the
      Vehicle's communication system or wheelchair lift; no person shall be
      allowed to operate a radio, TV or any other such device that can be heard
      by others on the Vehicle.

            


    

    


    
      	
            	
              Z.

            	
              Operators
      shall not smoke, play radios, televisions or any other such devices while
      on Vehicles.  Operators shall not consume food or beverage on
      the Vehicle while in Revenue Service.  If food and beverages are
      consumed onboard during a service break, the Operator shall dispose of the
      trash in an appropriate waste receptacle off the Vehicle prior to
      recommencing Revenue Service.

            


    

    


    XIII.       
CUSTOMER SERVICE

    


    
      	
            	
              A.

            	
              AAR
      service shall be operated on a door to door basis.  This
      requirement applies only to the Customer, not to PCAs and
      Guests.

            


    

    


    
      	
            	
              B.

            	
              Operators
      shall be ready, willing and able to offer assistance to every
      Customer.  If the Customer accepts the offer of asistance, the
      Operator shall provide boarding and exiting assistance from the front of
      the Vehicle.  If the Customer refuses assistance, the Operator
      shall stand nearby in the event assistance is necessary.  All
      Customers who request or require the use of the lift shall be assisted by
      the Operator in boarding and exiting the lift. All Customers shall be
      assisted in boarding or exiting by lift.  Customer assistance
      includes fastening and unfastening safety belts and wheelchair tie downs.
      For Customers with PCAs, the PCAs are responsible for providing all
      assistance except boarding and deboarding from the wheelchair lift and the
      securement of the wheelchair or
scooter.

            


    

    


    
      	
            	
              C.

            	
              Operators
      shall assist Customers boarding and exiting the Vehicle and while inside
      the Vehicle.  Operators shall attempt to locate a Customer who
      is not waiting at the pickup location at the scheduled time, by verifying
      the pickup location, exiting the Vehicle, visually scanning the area, and
      calling out the Customer’s name.

            


    

    


    
      	
            	
              D.

            	
              Customers
      boarding in three (3) wheeled scooters may be requested but cannot be
      required to transfer to a seat.  Operators are required to help
      in the transfer if the transfer can be made without lifting or carrying
      the Customer, both of which actions are strictly
    prohibited.

            


    

    


    
      	
            	
              E.

            	
              Operators
      shall carry up to two (2) bags or parcels on and off the Vehicle, not
      exceeding forty (40) pounds total.

            


    

    


    F.    Operators
shall help Customers secure packages brought onto the Vehicle.

    


    
      	
            	
              G.

            	
              Operators
      shall help Customers secure portable oxygen bottles and other devices
      necessary to the Customer’s
transport.

            


    

     

    
      
        
           


        

        
          page
24

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    
      	
            	
              H.

            	
              For
      the safety of all Customers and other passengers, Operators are not
      required to assist Customers more than one hundred (100) feet from the
      Vehicle or provide assistance that would cause the Operator to lose sight
      of the Vehicle.

            


    

    


    
      	
               
      

            	
              I.

            	
              Generally,
      a Customer may bring an infant seat on board when traveling with a child
      who is under forty (40) pounds or under one (1) year of age. The child is
      considered a Guest of the Customer. PCAs and Guests may not bring children
      or others with them.  The Vehicle is not equipped with infant
      seats. Operators shall help secure infant seats brought by
      Customers.  If no infant seat is brought, the infant shall ride
      on the Customer’s lap, or if the Customer is accompanied by a PCA, on the
      PCA’s lap.

            


    

    


    
      	
               
      

            	
              J.

            	
              Operators
      are required to give oral directions and provide physical assistance to
      persons using wheelchair lifts with or without a
    wheelchair.

            


    

    


    
      	
            	
              K.

            	
              In
      the event of an Accident or Vehicle breakdown that prevents an Operator
      from being able to complete the scheduled trips for that tour, the
      Contractor shall notify the Authority immediately and shall have one (1)
      hour to send a replacement Vehicle to complete the remaining
      tour.  If the Contractor is unable to dispatch a replacement
      Vehicle within the one (1) hour standard, the trips that would have been
      delivered shall be considered Contractor No
  Shows.

            


    

    


    XIV.       DISPATCH

    


    
      	
            	
              A.

            	
              The
      Contractor shall ensure that a Dispatcher or other supervisor capable of
      acting on behalf of the Contractor’s Project Director is on duty at all
      times that any Vehicle is scheduled to be in service and to ensure proper
      Pull-Out and Pull-In of Vehicles.
      Dispatch shall ensure that Vehicles operate in accordance with the
      schedules unless otherwise instructed by the Command
    Center.

            


    

    


    
      
        	
              	
                B.

              	
                The
      Dispatcher shall be required to inspect all Operators for fitness for duty
      before they are allowed to operate a
Vehicle.

              


      

    

    


    
      
        	
              	
                C.

              	
                The
      Dispatcher or other supervisor designated by the Contractor shall be
      required to provide Operators, prior to their departure from the facility,
      with all materials necessary to perform their work. This shall include
      Vehicle keys, an Operator clipboard with Trip Tickets, the Manifest and
      any special instructions.

              


      

    

    


    
      	
            	
              D.

            	
              The
      Contractor shall provide and maintain a means of direct communication
      between Dispatch and the Command
Center.

            


    

    


    
      	
            	
              E.

            	
              The
      Dispatcher shall provide to the Command Center information concerning
      service and receive and act upon instructions from the Command Center,
      including trip Insertions. If available the Dispatch Liason shall perform
      this fuction.

            


    

    


    
      
        	
              	
                F.

              	
                The
      Dispatcher shall maintain Vehicle Pull-Out and Pull-In records. The
      Dispatcher shall record the Pull-Out and Pull-In times of each Operator on
      each Manifest.

              


      

    

    


    
      
        
           


        

        
          page
25

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    
      	
              
              

            	
              G.

            	
              The
      Dispatcher shall have copies of all Manifests for work assigned during the
      day in the event of an ADEPT
failure.

            


    

    


    
      	
            	
              H.

            	
              The
      Dispatcher shall annotate to the ADEPT system Incidents. Annotations shall
      include but not be limited to Vehicle breakdowns, radio failures, Late
      Pickups or drop-offs, Customer or Contractor No Shows, substitution of
      Operator or Vehicle for assigned Operator,
etc.

            


    

    


    
      	
               
      

            	
              I.

            	
              The
      Dispatcher shall immediately report to the Command Center any problems
      with any Customer or other passenger, such as misbehavior or abusive
      conduct, requests for assistance beyond those required by the Contract,
      Customers who do not have appropriate identification, and all other
      Incidents which the Operator is required to report to the
      Dispatcher.  The Dispatcher shall relay instructions from the
      Authority in response to identified problems to
  Operators.

            


    

    


    
      	
               
      

            	
              J.

            	
              The
      Dispatcher shall request and accept instructions from the Command Center
      concerning any service problem.

            


    

    


    
      	
            	
              K.

            	
              The
      Dispatcher shall receive from the Command Center notices of cancellations
      of scheduled trips, Insertions, and other changes in Vehicle
      schedules.  The Dispatcher shall relay the information to the
      Operator and the Dispatcher shall record the information in
      ADEPT.

            


    

    


    
      	
            	
              L.

            	
              The
      Dispatcher is required to communicate with each Operator in Revenue
      Service minimally every sixty (60) minutes. The Dispatcher shall provide
      updates to the Command Center minimally every sixty (60)
      minutes.  These updates include but are not limited to, Vehicle
      location and loading, traffic conditions, Vehicle condition, routing
      and schedule adherence.

            


    

    


    
      	
              
              

            	
              M.

            	
              The
      Dispatchers shall be proactive in ensuring On Time Performance of Routes
      by continuously monitoring of the progress of the Routes; initiating
      actions to recover lost time, such as moving trips between proximately
      located Vehicles and contacting the Command Center to determine whether
      trips can be moved to another
Contractor.

            


    

    


    
      	
            	
              N.

            	
              The
      Dispatcher shall coordinate road service and/or towing service, if
      required for an in service breakdown or
  Accident.

            


    

    


    
      	
            	
              O.

            	
              The
      Dispatcher shall not dispatch a spare Vehicle under any circumstances
      without permission from the Command
Center.

            


    

    


    XV.         DISPATCH
LIAISON

    


    
      	
            	
              A.

            	
              The
      Contractor shall provide Dispatch Liaison(s) at the Command Center or in
      the field who have extensive Dispatch/Supervisory experience and are fully
      knowlegeable with operations and the ADEPT system. Dispatch Liaison(s) are
      in addition to the normal Dispatch and Supervisory staffing
      levels.  Dispatch Liaison(s) are subject to prior Project
      Manager approval.

            


    

    


    B.    The
primary responsibilities of the Dispatch Liaison shall be to:

    


    
      
        
           


        

        
          page
26

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    
      	
               
      

            	
              ·

            	
              Act
      as a liaison between the Command Center and Dispatchers to ensure timely
      ADEPT updates;

            


    

    
      	
               
      

            	
              ·

            	
              Assist
      the Command Center in providing Customers with timely trip information
      regarding scheduled pickups;

            


    

    
      	
               
      

            	
              ·

            	
              Work
      in tandem with the Dispatchers on certain Dispatch
    functions;

            


    

    
      	
               
      

            	
              ·

            	
              Ensure
      quality of on-street service;

            


    

    
      	
               
      

            	
              ·

            	
              Perform
      Accident, event, and supervisory review of field operation and
      staff.

            


    

    


    
      	
            	
              C.

            	
              When
      available, the Dispatch Liaison shall be the principal point of contact
      between the Contractor and the Command Center for questions and concerns
      on particular trips during operations. The Dispatch Liaison shall receive,
      accept and act on instructions from the
  Authority.

            


    

    


    
      	
            	
              D.

            	
              The
      Dispatch Liaison shall communicate with the Dispatchers and Operators in
      service to ensure that the ADEPT system is updated every sixty (60)
      minutes.  These updates include Vehicle location and loading,
      traffic conditions, Vehicle condition and trip
      disposition.

            


    

    


    
      	
               
      

            	
              ·

            	
              The
      Dispatch Liaison shall be proactive to ensure On Time Performance of
      Routes. The Dispatch Liaison shall monitor the progress of Vehicles,
      initiate actions to recover lost time, move trips between proximately
      located Vehicles; and interface with other AAR Contractor Dispatch
      Liaison’s and/or Command Center to determine whether trips can be moved to
      or from another AAR Contractor; and

            


    

    
      	
               
      

            	
              ·

            	
              Monitoring
      on-street and Operator performance to insure service
      quality.  This may include Operator reinstruction and
      discipline.

            


    

    


    
      	
            	
              F.

            	
              The
      Dispatch Liaison shall work with the Dispatcher to coordinate Road Calls
      and/or towing service for an in service breakdown or
    Accident.

            


    

    


    
      	
            	
              G.

            	
              Customers
      call the Command Center for pickup information. In the event the Command
      Center does not have up to date information concerning scheduled pickups,
      the Customer’s call will be forwarded to the Dispatch Liaison. The
      Dispatch Liaison shall coordinate the pickup with the Operator, Dispatcher
      and Customer.

            


    

    


    
      	
            	
              H.

            	
              The
      Dispatch Liaison shall sign in and out at the start and end of their tour
      and at the start and end of their lunch. Meal periods shall be thirty (30)
      minutes. Coverage is not required by Dispatch Liaison for the following
      holidays: New Year’s Day, Martin Luther King’s Birthday, President’s Day,
      Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day,
      Veteran’s Day, Thanksgiving Day, The day after Thanksgiving Day, Christmas
      Eve Day, Christmas Day and New Year’s Eve
Day.

            


    

    


    
      	
               
      

            	
              I.

            	
              The
      Contractor shall insure that Dispatch Liaison(s) report to a designated
      field location or the Command Center located at 33-00 Northern Blvd., Long
      Island City, NY or other Command Center location. If the Dispatch Liaison
      scheduled to report is unavailable, the Contractor shall cover the tour
      with an alternate Dispatch Liaison.  A Dispatch Liaison shall be
      required Monday through Friday for two (2) tours per day consisting of two
      8-hour tours for Contractors with less than 150 Vehicles; or one 8-hour
      tour and one 10-hour tour for those Contractors with 150 Vehicles or more.
      The Authority shall have the right to eliminate the Dispatch Liaison
      position on thirty (30) days prior written notice to the
      Contractor.  In such event, the Non-Vehicle Fixed Costs, Item 5
      of the Price Schedule shall be reduced by the then-current amount being
      paid by the Authority for the Dispatch Liaison
  positions.

            


    

    


    
      
        
           


        

        
          page
27

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    XVI.       ROAD
SUPERVISION

    


    
      	
            	
              A.

            	
              The
      Contractor shall have sufficient, dedicated Road Supervisors to ensure
      field supervision, planned and random, of Operator
      performance.

            


    

    


    
      	
            	
              B.

            	
               The
      Contractor shall have sufficient numbers of qualified 19-A examiners to be
      in compliance with NYS VTL Article 19-A and NYS DMV regulations, 15 NYCRR
      Part 6.

            


    

    


    
      	
            	
              C. 
      

            	
               The
      Contractor shall ensure that all Road Supervisors have a CDL with
      passenger endorsement and be 19A
certified.

            


    

    


    
      	
            	
              D. 
      

            	
              Road
      Supervisors shall make an in service check of every Operator at least once
      each month. Road Supervisors shall document and submit these in service
      checks on the Authority approved in service Operator check form,
      Attachment 26.  The Road Supervisor shall observe the Operator’s
      perfomance for all items on the form and complete the entire form for each
      in service check.

            


    

    


    
      	
            	
              E.

            	
              Road
      Supervisors shall be trained by the Contractor in Accident investigation
      procedures and be available to investigate an Accident site at all hours
      that the service is in operation.

            


    

    


    
      
        	
              	
                F.

              	
                Road
      Supervisors shall be available while any Vehicle is in service in the
      event of a Road Call.

              


      

    

    


    
      	
            	
              G.

            	
              Road
      Supervisors shall provide increased supervision and checks of a particular
      Operator or a particlar aspect of the service, if requested by the
      Authority.

            


    

    
       

      
        	
              	
                H.

              	
                As
      required by the Authority, Road Supervisors may be required to coordinate
      pickups and drop-offs at scheduled
events.

              


      

    

    


    XVII.      REPORTING

    


    
      	
            	
              A.

            	
              The
      Contractor shall accurately keep, complete, and/or submit trip
      reconciliation data, invoices and all other paperwork as required by and
      within the time periods set forth in the Scope of Work, Attachment No.
      1.

            


    

     

    
      
        	
              	
                B.

              	
                In
      addition to reporting information specified in other Sections of this
      Scope of Work, the Contractor shall provide to the Authority the documents
      and reports specified in this Section within the specified
      frequency.

              


      

    

    


    
      	
               
      

            	
              ·

            	
              Supporting
      documentation for monthly billing within fifteen (15) business days of the
      end of the month;

            


    

    
      	
               
      

            	
              ·

            	
              Customer
      signed Trip Tickets within three (3) business days of
    service;

            


    

    
      	
               
      

            	
              ·

            	
              Completed
      Manifests, including Operator name and Vehicle number, within three (3)
      business days of service;

            


    

    
      	
               
      

            	
              ·

            	
              Preventative
      Maintenance Worksheet, Attachment
12;

            


    

    
      	
               
      

            	
              ·

            	
              Road
      Call Forms within three (3) business days, Attachment
  14;

            


    

    


    
      
        
           


        

        
          page
28

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    
      	
               
      

            	
              ·

            	
              Accident/Incident
      Reports within twenty-four (24) hours of the occurance, Attachment
      15;

            


    

    
      	
               
      

            	
              ·

            	
              National
      Transit Database (NTD) Safety and Security Form on a monthly basis,
      Attachment 16;

            


    

    
      	
               
      

            	
              ·

            	
              Driver
      Hire/Drop Notice – Driver Hire Notice shall be submitted and approved
      prior to an Operator being placed in Revenue Service. The Drive Drop
      Notice shall be submitted immediately upon separation form the Contractor.
      Attachment 18;

            


    

    
      	
               
      

            	
              ·

            	
              Midnight
      Fleet Verification Report on a daily basis, Attachment
  19;

            


    

    
      	
               
      

            	
              ·

            	
              Completed
      Customer No Show Form on a monthly basis, Attachment
  22;

            


    

    
      	
               
      

            	
              ·

            	
              Maintenance
      Performed/Supplies Usage Report on a monthly basis, Attachment
      23;

            


    

    
      	
               
      

            	
              ·

            	
              FTA
      Drug and Alcohol Testing Program form on a monthly basis, Attachment No.
      24;

            


    

    
      	
               
      

            	
              ·

            	
              Other
      information as deemed appropriate by the Authority summarizing the month's
      activities and overall system
performance.

            


    

    


    
      	
            	
              C.

            	
              In
      addition to the above mentioned reports, the Contractor shall keep up to
      date and accurate records of the following information throughout the term
      of this Contract, and shall, at the request of the Authority, make such
      records available to the Authority:

            


    

    


    
      	
               
      

            	
              ·

            	
              Operator
      Pre-Trip and Post-Trip Vehicle Inspection logs, and Operator Vehicle
      Condition (OVC) Cards, Attachment No.
11;

            


    

    
      	
               
      

            	
              ·

            	
              Employee
      payroll reports;

            


    

    
      	
               
      

            	
              ·

            	
              Vehicle
      maintenance records;

            


    

    
      	
               
      

            	
              ·

            	
              Operator
      records demonstrating compliance with all qualifications and training
      requirements of this Contract and of applicable Laws and
      regulations;

            


    

    


    
      	
               
      

            	
              ·

            	
              All
      records and reports required to be in compliance with the approved FTA
      Drug and Alcohol Testing Program;

            


    

    
      	
               
      

            	
              ·

            	
              Other
      records relating to performance of this
  Contract.

            


    

    


    XVIII.    
ACCIDENT INVESTIGATION AND REPORTING

    


    
      	
            	
              A.

            	
              The
      Authority shall be notified of all Accidents and
      Incidents.  Completed Daily Accident/Incident Reports, on the
      required form(s), Attachment 15, shall be submitted to the Project Manager
      within twenty-four (24) hours of the occurrence. Simultaneously sending a
      copy to the Authority’s Third Party Administrator (TPA) for auto liability
      insurance, Claims Service Bureau of New York, Inc., 21 Hempstead Turnpike,
      P.O. Box 805, Lynbrook, NY  11563.  The Contractor
      shall transmit to the TPA any notice of claim, claim, summons and/or
      complaint promptly upon receipt.  The Contractor shall promptly
      supply all information, documentation, witnesses or any other assistance
      requested by the TPA, and otherwise fully cooperate with the TPA with
      regard to all claims arising from such Incidents or
    Accidents.

            


    

    


    
      	
            	
              B.

            	
              The
      Contractor shall verbally notify the Project Manager of all FTA reportable
      Accidents, within one (1) hour of occurrence.  The following are
      the current applicable FTA criteria for reportable
    Accidents:

            


    

    


    
      	
               
      

            	
              ·

            	
              An
      individual dies (all surviving covered employees on the Vehicle shall be
      tested);

            


    

    


    
      
        
           


        

        
          page
29

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    
      	
               
      

            	
              ·

            	
              An
      individual suffers bodily injury and immediately receives medical
      treatment away from the scene of an
Accident;

            


    

    
      	
               
      

            	
              ·

            	
              One
      (1) or more Vehicles incurs disabling damages as a result of the
      occurrence and is transported away by tow
truck.

            


    

    


    
      	
            	
              C.

            	
              The
      Contractor shall verbally notify the Project Manager of all Accidents
      within one (1) hour of occurrence.

            


    

    


    
      	
            	
              D.

            	
              The
      Contractor shall verbally notify the Project Manager of all otherwise
      noteworthy Incidents within one (1) hour of
  occurrence.

            


    

    


    
      	
            	
              E.

            	
              Accidents
      or Incidents that do not meet the above criteria in A above shall be
      reported to the the Project Manager within twenty-four (24)
      hours.

            


    

    


    
      	
            	
              F.

            	
              With
      respect to Accidents resulting in any personal injury, or in property
      damage in excess of $1,000.00, the Contractor shall file with NYS DMV and
      submit to the Project Manager a complete written Accident report on the
      NYS DMV Accident form within twenty-four (24) hours of the Accident. The
      Contractor also shall send a copy of the NYS DMV Accident form to the
      TPA.

            


    

    


    
      	
            	
              G.

            	
              All
      drug and alcohol testing as a result of a FTA reportable Accident
      (post-accident testing) is to be completed in accordance with the FTA Drug
      and Alcohol Testing Program.

            


    

    


    XIX.       CONTRACT
MANAGEMENT

    


    
      	
            	
              A.

            	
              The
      Contractor shall maintain records necessary to document that all Operator
      licensing, training and other requirements are current and shall make them
      available to the Authority upon
request.

            


    

    


    
      
        	
              	
                B.

              	
                The
      Contractor shall establish employee payroll, internal accounting and
      budgeting systems sufficient to provide this service.  The
      Contractor shall maintain books and records for this Contract independent
      of books and records for other business.  Allocations to this
      Contract for overhead and other shared costs of multiple businesses shall
      be certified as reasonable by the independent accountant audit required
      herein.  The Contractor shall retain an independent certified
      public accounting firm to perform an annual audit of the Contractor's
      financial accounts in accordance with generally accepted accounting
      principles.  An original copy of the audit shall be provided to
      the Authority upon request.

              


      

    

    


    
      	
            	
              C.

            	
              The
      Contractor shall maintain internal management information systems
      sufficient to document the management of the service by the Contractor in
      keeping with the terms of this Contract. Such information systems shall
      allow the Contractor to provide on a monthly basis Federal Transit
      Administration (FTA) required safety and security information detailing
      major incidents and non-major incidents and any other information required
      (see Attachment 15).

            


    

     

    
      
        
           


        

        
          page
30

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    
      	
            	
              D.

            	
              The
      Contractor shall maintain accurate service information and shall provide
      such information to the Authority upon request. Trip Tickets, Manifests,
      Pull-Out/Pull-In logs, Dispatch logs, Road Call logs, Accident, Incident,
      Vehicle inventory and mileage reports and information required to complete
      the FTA National Transit Database Annual Report requirements and other
      information as required by the Authority shall be maintained by the
      Contractor in a complete, current and professional
  manner.

            


    

    


    
      
        	
              	
                E.

              	
                The
      Contractor shall be solely responsible for collection, custody and
      submission of AAR Coupons to facilitate appropriate Contractor billing
      adjustments. The amount in fares that the Contractor is required to
      collect each month shall be deducted from monies owed to the Contractor by
      the Authority. The Contractor shall be credited for each AAR Coupon
      provided to the Authority. Fares shall not be collected from exempt
      passengers as noted on the Manifest, such as PCA’s. Fares will not be
      deducted from the bill that the Contractor is not instructed to collect as
      per the Manifest.

              


      

    

    


    
      	
            	
              F.

            	
              The
      Contractor is responsible for repairs required to ensure proper
      maintenance of Vehicles operated by the Contractor in Revenue Service and
      for ensuring a minimum ninety percent (90%) fleet availability at all
      times.

            


    

    


    
      	
            	
              G.

            	
              The
      Contractor is required to maintain and secure a minimum of one (1) spare
      key for all Vehicles.  Replacement keys shall be furnished by
      the Contractor at no additional cost to the
  Authority.

            


    

    


    
      	
            	
              H.

            	
              The
      Contractor is responsible for the timely repair and servicing of any
      equipment installed by the Contractor at the Contractor's facility,
      whether provided by the Contractor or provided by the Authority. This
      includes hardware maintenance of any computer equipment obtained by the
      Contractor required for use by
ADEPT.

            


    

    


    
      	
               
      

            	
              I.

            	
              The
      Contractor shall maintain and manage an inventory of parts, fuel,
      lubricants, fluids and tires required for routine servicing and
      maintenance of all Vehicles.

            


    

    


    
      	
               
      

            	
              J.

            	
              The
      Contractor shall be solely responsible for arranging for and maintaining
      all utilities for the Contractor’s
facilities.

            


    

    


    
      	
            	
              K.

            	
              The
      Contractor shall maintain and replace missing or damaged Vehicle lettering
      or logos. The Contractor shall procure and maintain adequate replacement
      lettering and logos.  The Authority reserves the right to direct
      the Contractor to replace all or part of the lettering and
      logos.  The Contractor is prohibited from placing any decal,
      sign, paint or other marking identifying the service with the Authority or
      any other MTA service.

            


    

    


    
      
        	
              	
                L.

              	
                The
      Contractor shall be required to estimate and budget for any
      highway/bridge/tunnel tolls reasonably required to operate the service in
      an efficient manner. The Contractor is required to maintain an EZ-PASS
      account sufficient for its fleet requirements.  The Contractor
      is required to maintain all EZ-PASSes so that they properly function.
      Manual toll receipts will be accepted on a limited basis subject to the
      Project Manager’s approval.  Excessive manual tolls will be
      disallowed.  All Vehicles in operation shall have a unique
      EZ-PASS number. EZ-PASSes are to be permanently affixed to
      Vehicles.  The Contractor shall maintain and supply the
      Authority with a log which lists the EZ-PASS tag number assigned to each
      Vehicle. Copies of EZ-PASS bills shall be presented to the Authority
      monthly on a disk provided by MTA Bridges & Tunnels. The Contractor is
      responsible for tolls that are for Non-Revenue
  Vehicles.

              


      

    

    


    
      
        
           


        

        
          page
31

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    
      	
            	
              M.

            	
              The
      Contractor shall be required to meet monthly or as otherwise required with
      the Authority to discuss operations and Contract management
      issues.

            


    

    


    
      	
            	
              N.

            	
              The
      Contractor is solely responsible for developing, implementing and
      maintaining a system to assign Contractor employee
  Work.

            


    

    


    
      	
            	
              O.

            	
              The
      Contractor is solely responsible for any and all office supplies required
      in the performance of this
Contract.

            


    

    


    
      	
               
      

            	
              P.

            	
              The
      Contractor shall post signs in Vehicles as requested by the Authority and
      shall distribute on board Customer notices and surveys when requested to
      do so by the Authority.

            


    

    


    
      	
            	
              Q.

            	
              The
      Contractor shall not sell any space or display any advertising on any
      Vehicle used in the operation of this service without the approval of the
      Authority. Bumper stickers and other similar materials
      are specifically not allowed, except for Operator recruitment upon prior
      approval of the material by the Authority. No literature of any sort shall
      be distributed on any Vehicle without express prior authorization from the
      Authority.

            


    

    


    
      	
            	
              R.

            	
              The
      Contractor is prohibited from placing any decal, sign, paint or other
      marking on the Vehicle without the prior approval of the
      Authority.

            


    

    
      	
            	
              S.

            	
              The
      Contractor is responsible for receiving and inspecting Vehicles, obtaining
      proper insurance cards and completing Vehicle registration prior to the
      date a Vehicle is scheduled to commence Revenue
  Service.

            


    

    


    
      	
            	
              T.

            	
              The
      Contractor is required to present clean, defect free Vehicles for NYS DOT
      inspection according to State requirements and shall meet the minimum NYS
      DOT inspection passing standard of
90%.

            


    

    


    
      	
            	
              U.

            	
              The
      Contractor is solely responsible for the payment of any tickets, fines or
      penalties assessed by any government authority resulting from the
      Contractor's operation of service.

            


    

    


    
      	
            	
              V.

            	
              For
      Operators who transfer to another AAR Contractor, the Contractor shall
      supply all initial and refresher training certificates to the hiring
      Contractor. The hiring Contractor shall have the Operator complete the FTA
      Drug and Alcohol Record Release form and an original of this form shall be
      provided to the AAR Contractor that the Operator came from. The hiring AAR
      Contractor shall not place any transferred Operators in Revenue Service
      prior to the transfer of training certificates and the FTA Drug and
      Alcohol Record Release form, and the approval of the
      Authority.

            


    

    


    XX.         COMPLAINT
MANAGEMENT REQUIREMENTS

    


    
      	
               
      

            	
              A.The
      Authority’s Division of Customer Assistance will manage the complaints
      receipt and distribution process as specified herein.  All
      Customers and other persons who make a complaint by telephone shall be
      referred to the Division of Customer Assistance at (718) 330-3322. The
      Contractor shall forward hard copy of written complaints within three (3)
      business days of receipt to the Paratransit Customer Correspondence Unit,
      33-00 Northern Boulevard., Long Island City, NY
  11101.

            


    

    


    
      
        
           


        

        
          page
32

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    
      	
            	
              B.

            	
              The
      Contractor shall be required to provide a written response to any
      complaint forwarded by the Authority to the Contractor.  The
      Contractor shall investigate and respond to the Authority no later that
      three (3) business days after receipt by the Contractor of the Project
      Manager's request.  The Authority shall instruct the Contractor
      to whom the response and any copies should be directed. In addition, the
      Contractor may be required to telephone Customers in response to
      complaints.

            


    

    


    
      	
            	
              C.

            	
              The
      Project Director is required to personally review and sign all complaint
      correspondence.

            


    

    


    
      	
            	
              D.

            	
              At
      the monthly meeting between the Contractor and the Authority, the Project
      Director shall be required to discuss complaint trends, if any, and to
      recommend and implement corrective action to be taken by the
      Contractor.

            


    

    


    
      	
            	
              E.

            	
              Responsiveness
      to Customer complaints is a material performance standard of this
      Contract.

            


    

     

    XXI.       FUTURE
SERVICE AND OPERATIONS CHANGES

    


    A.   Interjurisdictional
Access-A-Ride Service

    


    It is
anticipated that the Authority will initiate limited interjurisdictional AAR
service during the term of this Contract.  Subject to agreements
between the Authority and MTA Long Island Bus (“LIB”), Westchester County (NY)
Department of Transportation (“WCDOT”) and/or New Jersey Transit (“NJT”), the
Authority will coordinate paratransit services with these paratransit providers
in order to provide interjurisdictional trips to ADA eligible paratransit
registrants (Customers) who reside in any of the three (3)
jurisdictions.  Initiation of this service will require transfer of
Customers from one paratransit service to another.  It is expected to
be a limited service with one (1) transfer point for AAR and NJT, one (1)
transfer point for AAR/WCDOT and one (1) transfer point for AAR/LIB, and that
the transfer points will be phased in.

    


    
      	
            	
              B.

            	
              Feeder
      Service

            


    

    


    It is
anticipated that at some point during the term of this Contract, the Authority
will initiate AAR feeder service for Customers who can travel on fixed route
service.  Feeder service means that  AAR service is provided
from the pickup location to a bus stop or subway station or from a bus stop or
subway station pickup location to the Customer’s destination.

    


    
      
        
           


        

        
          page
33

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    C.    Automatic
Vehicle Location Monitoring (AVLM)

    


    Currently,
under a separate contract with the Authority, an Automated Vehicle Location
Monitoring (AVLM) system is being installed in Paratransit Vehicles and
facilities.  AVLM is a global positioning system (GPS) with mobile
data terminals (MDTs) for two-way wireless data communication.  The
transmission of data to and from the MDTs will be integrated with ADEPT and will
provide Vehicle location and status information and two-way data
messaging.  It is anticipated that the implementation of AVLM will
produce service and management efficiencies.  For example, Trip
Reconciliation may be eliminated except upon system failure.  Dispatch
functions and Operator recordkeeping may be reduced.  As efficiencies
are identified, the Authority may seek to negotiate corresponding reductions in
Contract Price.

    


    At the
direction of the Project Manager, the Paratransit Contractor shall make its
facility available to the AVLM Contractor for installation of necessary
equipment for the AVLM system to connect to the NYCT network.  Upon
installation, the AVLM Contractor will also mount WLAN access points/bridges,
airtight sensors, associated antennas and required wiring for these devices to
provide necessary coverage for the yard.  Mounting locations may
include roof-tops and/or poles.

    


    The
Paratransit Contractor’s facility will include a server room approved by the
Project Manager to house the AVLM equipment which satisfies the following
requirements:

    


    
      	
               
      

            	
              ·

            	
              Minimum
      dimensions: width-9 feet, length-13 feet, height-8
  feet

            


    

    
      	
               
      

            	
              ·

            	
              Dedicated
      Air Conditioning equipment to maintain temperature of approximately 65
      degrees Fahrenheit.

            


    

    
      	
               
      

            	
              ·

            	
              A
      dedicated, 30 AMP NEMA twist lock 120 volt AC receptacle circuit shall be
      provided to the rack mounted UPS from the electrical
  panel.

            


    

    The AVLM
Contractor will install the MDT and other equipment in the
Vehicles.

    


    To
facilitate this installation , the Paratransit Contractor shall provide access
to its facility daily until the installation is complete from 7 PM to 3 AM. In
addition the Paratransit Contractor shall provide:

    


    
      	
               
      

            	
              ·

            	
              Two
      heated and lighted interior installation bays.  Lifts are not
      required.

            


    

    
      	
               
      

            	
              ·

            	
              110
      Volt AC.

            


    

    
      	
               
      

            	
              ·

            	
              Washroom
      facilities.

            


    

    


    The AVLM
system will update ADEPT Route performance in real time. The Paratransit
Contractors Operators shall record Route performance information manually on
their paper Manifest in addition to using the MDT, unless and until the Project
Manager directs otherwise.  Similarly, Dispatchers and Reconcilers
shall verify performance data and reconcile Route information manually, unless
and until the Project Manager directs otherwise.  Adjustments to the
Contract Price in accordance with the Price Schedule to reflect any cost savings
to the Paratransit Contractor shall be made by the Authority without the need
for formal amendment to the Contract.

    


    
      
        
           


        

        
          page
34

          
            

          

        

        
           


        

      

    

    SCOPE OF WORK

     

    The
Paratransit Contractor shall provide first line troubleshooting and removal or
replacement of on-board devices which have failed. The AVLM Contractor will
train the Paratransit Contractor’s personnel in AVLM preventative maintenance
and troubleshooting procedures.  The Paratransit Contractor shall send
a sufficient number of its staff to be trained as part of the AVLM Train-the
Trainer program.  The Paratransit Contractor’s staff  who
are trained in this program shall  train Operators, Dispatchers,
Reconcilers and maintenance personnel in the proper use of AVLM equipment and
software.

    


    Failed
MDTs shall be replaced by the Paratransit Contractor from spares provided by the
AVLM Contractor. A minimum spare ratio of 5% of the fleet size will be
provided.  The Paratransit Contractor shall provide a secure location
for storage of the spares.  The AVLM Contractor will repair failed
devices. The failed devices will be picked up by the AVLM Contractor who will
return repaired or replacement devices to the Paratransit Contractor’s inventory
of spares.  The Paratransit Contractor shall report any defects to the
Authority and the AVLM Contractor through a procedure to be established by the
Project Manager.

    


    
      
        
           


        

        
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