Loading...
HomeMy WebLinkAboutTransportation/Zion Elder Care J , . AGREEMENT BETWEEN THE CITY OF OSHKOSH AND ZION ELDERCARE FOR THE PROVISION OF ELDERCARE TRANSPORTATION SERVICES WHEREAS, it has been determined to be beneficial to the City of Oshkosh and Zion Eldercare to have the City of Oshkosh assume the responsibility for the payment of transportation services provided for by Zion Eldercare. NOW, THEREFORE, IT IS AGREED by and between Zion Eldercare and the City of Oshkosh, that the City of Oshkosh will accept billing from Zion Eldercare for calendar year 2006 and will provide payment to Zion Eldercare for transportation services performed. Zion Eldercare agrees to pay the City of Oshkosh 70.0% of the transportation costs provided for and by Zion Eldercare. If the total cost of transportation services provided by or for Zion Eldercare Inc. in 2006 exceeds $45,000, Zion Eldercare shall pay 100% of the transportation costs up to a limit of$49,500. This agreement shall remain in effect during the calendar year 2006. That Zion Eldercare agrees to indemnify and hold harmless the City of Oshkosh, including its directors, officers, employees, insurers and successors, from and against any and all claims, demands, penalties, fines causes of action, liabilities, settlements, damages, costs, and expense, including, without limitation, attorney's and consultants' fees, investigation fees, court costs and litigation expenses, and other costs of defense, known or unknown, contingent or otherwise, arising out of or in any way related to the provision of transportation services under this agreement including but not limited to: A. Any personal injury or bodily injury (including wrongful death) or property damage (real or personal); B. Any lawsuit brought or threatened, settlement reached or local, state, or federal government or agency order, including, but not limited to claims, costs, liabilities, or expenses arising from federal, state, or local law; C. Any violation of laws, orders, regulations, requirements, or demands of any governmental authorities; and D. Any breach or violation of any contractual provision of whatever kind with any third party. The City of Oshkosh agrees to indemnify and hold harmless Zion Eldercare, including its directors, officers, employees, insurers and successors, from and against any and all claims, demands, penalties, fines causes of action, liabilities, settlements, damages, costs, and expense, including, without limitation, attorney's and consultants' fees, investigation fees, court costs and litigation expenses, and other costs of defense, known or unknown, contingent or otherwise, arising out of or in any way related to the provision of transportation services under this agreement including but not limited to: A. Any personal injury or bodily injury (including wrongful death) or property damage (real or personal); B. Any lawsuit brought or threatened settlement reached or local, state, or federal government or agency order, including, but not limited to claims, costs, liabilities, or expenses arising from federal, state, or local law; C. Any violation of laws, orders, regulations, requirements, or demands of any governmental authorities; and D. Any breach or violation of any contractual provision of whatever kind with any third party. Zion Eldercare agrees to maintain worker's compensation insurance in accordance with the statutory requirements of the State of Wisconsin. Zion Eldercare agrees to maintain during the life of its agreement such public liability, vehicle liability and property damage insurance as shall protect the City of Oshkosh and Zion Eldercare from all claims for damages, personal injury, including accidental death, as well as claims for property damages which may arise from operations under this agreement whether such operations be by Zion Eldercare or by others directly or indirectly employed by either of them, by naming them as additionally insured with respect to this program. The minimum of insurance shall be: $350,000 combined single limit per accident, as well as the required workman's compensation insurance with the City named as additional insured. The insurance specified above shall be an acceptable insurance company authorized to do business in the State of Wisconsin, and shall be taken out before work is commenced and kept in effect until all work is completed. The City shall be given a minimum of 30 days notice in the event of change or cancellation of any insurance requirements. The City shall be named "additionally insured" on all policies. Zion Eldercare agrees to be subject to the rules and regulations if the Wisconsin Department of Transportation (WISDOT) and the Federal Transportation Administration (FTA) under the provision of the Urban Mass Transportation Act of 1964, as amended. It includes the attachment "Supplement _ Federal Regulations" except the term listed in paragraph 2 is amended to run concurrently with the term of this agreement. Zion Eldercare agrees to be subject to Oshkosh Transit's drug and alcohol policy that is effective January 1, 1996 that is described in Attachment B. IT IS FURTHER AGREED by and between parties hereto that in consideration of the costs paid by the County, that Zion Eldercare shall collect and retain all user fees and fares which may be derived through the use of these routes. IN WITNESS THEREOF, the parties have caused this agreem~t to be executed by their respective proper officers and affixed their corporate seals hereto this 1L "o.ay of ~ 200,€ . CITY OF OSHKOSH //// ~ Rlchard A. W ollangk City Manager APPROVED BY: I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract. ~~ ctQL~'''~ aJ~ Edward A. Nokes Director of Finance ~City Attorney WisDOT Required Forms SUPPLEMENT - FEDERAL REGULATIONS A. Buv America ($100,000 threshold) The contractor agrees to comply with 49 U. S. C. 5323 (j) and 49 CFR Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, microcomputer equipment, software, and small purchases (currently less than $100,000) made with capital, operating, or planning funds. Separate requirements for rolling stock are set out at 53230)(j)(2)(C) and 49 CFR 661.1 1. Rolling stock not subject to a general waiver must be manufactured in the United States and have a 60 percent domestic content. A bidder/proposer or offeror must submit to the FT A recipient the appropriate Buy America certification with all bids on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as non-responsive. This requirement does not apply to lower tier subcontractors. B. Energy Conservation The recipient agrees that it will comply with 42 USC S 6321 et seq. and 49 CFR Part 18; U.S. Department of Transportation regulations relating to energy conservation. C. Clean Water ($100,000 threshold) The recipient agrees that it will comply with U.S. Department of Transportation regulations relating to the Federal Water Pollution Control Act, as amended, 33 U.S.C. S 1251 et seq. D. Bus Testing The contractor [manufacturer] agrees to comply with 49 U. S. C., Section 5323(c) and FTA's implementing regulation at 49 CFR Part 665 and shall perform the following: 1) A manufacturer of a new bus model or a bus produced with a major change in components or configuration shall provide a copy of the final test report to the recipient at a point in the procurement process specified by the recipient which will be prior to the recipient's final acceptance of the first vehicle. 2) A manufacturer who releases a report under paragraph I above shall provide notice to the operator of the testing facility that the report is available to the public. 3) If the manufacturer represents that the vehicle was previously tested, the vehicle being sold should have the identical configuration and major components as the vehicle in the test report, which must be provided to the recipient prior to recipient's final acceptance of the first vehicle. If the configuration or components are notidentical, the manufacturer shall provide a description of the change and the manufacturer's basis for concluding that it is not a major change requiring additional testing. 4) If the manufacturer represents that the vehicle is "grandfathered" (has been used in mass transit service in the United States before October 1, 1988, and is currently being produced without a major change in configuration or components), the manufacturer shall provide the name and address of the recipient of such a vehicle and the details of that vehicle's configuration and major components. E. Charter Bus and School Bus Requirements WisDOT Required Forms The recipient agrees it will not engage in charter or sightseeing services provided with FT A funded equipment or facilities, except in compliance with 49 CFR Part 604. The Recipient also agrees that it will not engage in school bus operations exclusively for the transportation of students and school personnel in competition with private school bus operators, in accordance with 49 CFR Part 605. All vehicles operated by the transit system will remain open to the public at all times and will be clearly marked for public use. F. Access to Records and Reports It is the policy of the Department to maintain an open and public process in the solicitation, submission, review, and approval of procurement activities related to this contract. Bid/proposal openings are public unless otherwise specified. Records may not be available for public inspection prior to issuance of the notice of intent to award or the award of the contract. G. Federal Changes The recipient agrees that it will comply with 49 CFR Part 18; U.S. Department of Transportation regulations relating to applicable FTA regulations, policies, procedures, and directives, including those directly listed or included by reference in Form FTA MA (7) dated October, 2000, as they may be amended or promulgated from time to time during the time of this Contract. Recipient's failure to so comply shall constitute a material break of this Contract. H. Lobbying Restrictions ($100,000 threshold) The Recipient, in compliance with 49 CFR Parts 19 and 20, hereby assures and certifies that for any application for a Federal assistance exceeding $100,000: (1) No Federal appropnated funds have been paid or will be paid, by or on behalf of the Recipient, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract or grant, the Recipient shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The Recipient shall require that the language of this certification will be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements) and that all subrecipiertts shall certify and disclose accordingly. This assurance is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of the assurance and certification is prerequisite for making or entering into this transaction, as imposed by 31 U.S.C. 1352. Any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure. 1. Recycled Products The Recipient agrees that is will comply with 42 USC S 6962 et seq., 40 CFR Part 247, and Executive Order 12873; U.S. Department of Transportation regulations relating to recycling products. This requirement applies to all contracts designated by the EP A, when the purchaser or contractor procures $10,000 or more of such items in fiscal year, or when the cost of such items purchased during the previous fiscal year was $10,000, using federal funds. J. No Government Obligation to Third Parties '--" WisDOT Required Forms The Recipient agrees that it will comply with the U.S. Department of Transportation regulations relating to contractual liability of the Federal Government to third parties as follows: The Recipient and contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Recipient, contractor, or any other party (whether or not party to that contract) pertaining to any matter resulting from the underlying contract. The Recipient agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FT A. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. K. Program Fraud and False or Fraudulent Statements or Related Acts. 1. The Recipient acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.c. S 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R Part 31, apply to its actions pertaining to the project. Upon execution of the underlying contract, the Recipient certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Recipient further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the recipient to the extent the federal government deems appropriate. 2. The recipient also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the federal government under a contract connected with a project that is financed in whole or in part with federal assistance originally awarded by FTA under the authority of 49 U. S. C. S 5307, the government reserves the right to impose the penalties of 18 U.S.C. S 1001 and 49 U.S. C. S 5307(n)(1) on the contractor, to the extent the federal government deems appropriate. 3. The Recipient agrees to include the above two clauses in each subcontract financed in whole or in part with . Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. L. Incorporation of Federal Transit Administration (FTA) Terms All contractual provisions required by U.S. DOT, as set forth in FTA Circular 4220.1D dated April 15,1996 or any subsequent amendments, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FT A mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this agreement. The Recipient shall not perform any act,. fail to perform any act, or refuse to comply with any WisDOT requests which would cause WisDOT to be in violation of the FT A terms . and conditions. M. Government-wide Debarment and Suspension Nonprocurement Executive Order 12549, as implemented by 49 CFR Part 29, prohibits FTA recipients and sub-recipients from contracting for goods and services from organizations that have suspended or debarred from receiving Federally-assisted contracts. Recipient agrees to submit a certification to the effect that it will not enter into contracts over $100,000 with suspended or debarred contractors and that it will require their contracts (and their subcontractors) to make the same certification. Contractors are required to pass this requirement on to subcontractors seeking subcontracts over $100,000. Thus, the terms "lower tier covered participant" and "lower tier covered transaction" include both contractors and subcontractors and contracts and subcontracts over WisDOT Required Forms $100,000. The certification and instruction language is contained at 29 CFR Part 29, Appendix B, and must be included in IFB's and RFP's [for inclusion by contractors in their bids or proposals] for all contracts over $100,000, regardless of the tYPe of contract to be awarded. N. Pre-Award and Post-Delivery Audit Requirements ($100,000 threshold) The contractor agrees to comply with 49 U. S. C. 5323 (1) and FTA's implementing regulation at 49 C.F.R. Part 663 and to submit the following certifications: (1) Buy America Requirements: The contractor shall complete and submit a declaration certifying either compliance or noncompliance with Buy America. If the bidder/offeror certifies compliance with Buy America, it shall submit documentation which lists 1) component and subcomponent parts of the rolling stock to be purchased identified by manufacturer of the parts, their country of origin and costs; and 2) the location of the final assembly point for the rolling stock, including a description of the activities that will take place at the final assembly point and the cost of final assembly. (2) Solicitation Specification Requirements: The contractor shall submit evidence that it will be capable of meeting the bid specifications. (3) Federal Motor Vehicle Safety Standards (FMVSS):The contractor shall submit 1) manufacturer's FMVSS self-certification sticker information that the vehicle complies with relevant FMVSS or 2) manufacturer's certified statement that the contracted vehicles will not be subject to FMVSS regulations. The required pre-award and post-delivery audit forms are included in Appendix D. These forms are required as part of the overall procurement process, and the selected bidder/proposer must complete these forms in order to meet WisDOT requirements O. Civil Rights The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. S 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. S 6102, section 202 of the Americans with Disabilities Act of 1990,42 U.S.c. S 12132, and federal transit law at 49 U.S.C. S 5332, the contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FT A may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed. National Origin. Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 D.S.C. S 2000e, and Federal transit laws at 49 U.S.c. S 5332, the contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et ~., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. S 2000e note), and with any applicable Federal statutes, executive orders, regulations, and federal policies that may in the future affect construction activities undertaken in the course of the Project. The contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the contractor agrees to comply with any implementing requirements FT A may issue. (b) Age _ In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. S 623 and Federal transit law at 49 U.S.C. S 5332, the contractor agrees to refrain from discrimination WisDOT Required Forms against present and prospective employees for reason of age. In addition, the contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities _ In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. S 12112, the contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the contractor agrees to comply with any implementing requirements FTA may issue. (3) The contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. P. Breaches and Dispute Resolution ($100,000 threshold) (1) Disputes _ Disputes arising in the performance of this contract which are not resolved by agreement of the parties shall be decided in, writing by the authorized representative of (recipient)'s [title of employee]. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the contractor mails or otherwise furnishes a written appeal to the [title of employee]. In connection with any such appeal, the contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the [title of employee] shall be binding upon the contractor and the contractor shall abide be the decision. (2) Performance During Dispute - Unless otherwise directed by (recipient), contractor shall continue performance under this contract while matters in dispute are being resolved. (3) Claims for Damages - Should either party to the contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. (4) Remedies _ Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the (recipient) and the contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the (recipient) is located. (5) Rights and Remedies - The duties and obligations imposed by the contract documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to actby the (recipient), (architect) or contractor shall constitute a waiver of any right or duty afforded any of them under the contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. Q. Privacv Act When a Recipient maintains files on drug and alcohol enforcement activities for FT A compliance, and those files are organized so that information could be retrieved by personal identifier, the Privacy Act requirements apply to all contracts. The following requirements apply to the Recipient and its employees that administer any system of records on behalf of the Federal Government under any contract: (1) The Recipient 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 S 552a. Among other things, the Recipient agrees to obtain the express consent of the Federal Government before the Recipient or its employees operate a system of records on behalf of the Federal Government. The Recipient understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to WisDOT Required Forms those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. R. Transit Employee Protective Agreements The Recipient agrees that as a condition to receiving federal financial assistance from the Department of Transportation, as authorized under Section 5311 ofthe Federal TransitAct, it will comply with the terms and conditions of the Special Section 5333(b) Warranty for Application to the Small Urban and Rural Prograrri. The recipient further agrees that it will assume all legal and financial responsibility relative to compliance with the terms and conditions of the Warranty. S. Disadvantaged Business Enterprise (DBE) (1) Policy. It is the policy of the U.S. Department of Transportation that disadvantaged business enterprises as defined in 49 CFR Part 26 shall have the opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this Agreement. Consequently, the DBE requirements of 49 CFR Part 26 apply to this Agreement. (2) DBE Obligation: The Recipient or its contractor agrees to ensure that disadvantaged business enterprises as defmed in 49 CFR Part 26 have the opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this Agreement. In this regard, all recipients or contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26 to ensure nondiscrimination in the award and administration of all contracts and sub agreements supported with Federal assistance from the U.S. D.O.T. T. Drug & Alcohol Testing The Recipient hereby assures and certifies that it will comply with all requirements of 49 CFR Part 655; U.S. Department of Transportation regulations relating to Alcohol Testing. The Recipient also assures and certifies that it will comply with all requirements of 49 CFT Part 655; U.S. Department of Transportation regulations relating to establishment and implementation of an anti-drug program. U. Termination (1) The Department may terminate this Contract at any time that the Secretary determines that the Recipient or their subcontractor has failed to perform in the manner called for in the contract or has failed to fulfill contract obligations. Failure of the Recipient or their subcontractor to comply with the terms and conditions of its grant application and/or the provisions of this Contract shall be considered cause for termination. (2) The Recipient may terminate this Contract if so directed so by appropriate local government bodies for whatever reason such request to terminate is made. (3) Both parties agree that notice of intent to terminate the contract shall be made in writing through "retum- receipt certified mail", at least 30 calendar days prior to the proposed termination date. (4) In the event that this Contract is terminated, the Department shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. APPENDIX B THE OSHKOSH TRANSIT SYSTEM DRUG AND ALCOHOL TESTING PROGRAM Effective January 1, 1996, Oshkosh Transit is required to implement a comprehensive drug and alcohol program that includes random testing. All employees of Oshkosh Transit and all safety- sensitive employees of companies that provided contracted transit and paratransit services for Oshkosh Transit will be included in this program. The company providing paratransit service will be required to participate fully in Oshkosh Transit's drug and alcohol program. Any company employees or officials who perform safety-sensitive duties will be required to participate in the program. Safety-sensitive individuals include those who drive, dispatch or repair transit and/or paratransit vehicles. Oshkosh Transit will provide all training associated with this program. A new employee or an employee who becomes involved in a safety-sensitive function will be required to take a pre- employment drug test and undergo Oshkosh Transit drug and alcohol training before beginning their safety-sensitive duties. All individuals in the drug and alcohol program who are instructed to take a drug and/or alcohol test will promptly comply. Oshkosh Transit will pay the cost of pre-employ- ment tests, suspicion testing, post-accident testing and random testing. The cost of split drug tests will be in accordance with the written policy of Oshkosh Transit. Safety-sensitive personnel or officials of the Contractor who test positive for either drugs or alcohol (and the positive test is confirmed as valid by the Medical Review Officer) will be removed from their safety- sensitive position. They will be prohibited from working in any safety-sensitive transit or paratransit position that is involved in a contractual relationship with Oshkosh Transit. The Contractor will be required to provide Oshkosh Transit a list of all safety-sensitive and non safety-sensitive employees on a regular basis. The initial list needs to be submitted to Oshkosh Transit no later than December 15, 1995. It will include the official or employee's name and social security number. Updates will be due every month for the term of the contract. The Contractor will also promptly provide upon request any other employee information required for Oshkosh Transit to administer this program. The Contractor agrees to abide by the conditions and guidelines spelled out in the Oshkosh Transit System Drug and Alcohol Policy. If the Contractor wishes to have drug and alcohol policies different from Oshkosh Transit, it must submit these policies in writing to Oshkosh Transit for approval. Oshkosh Transit reserves the right to accept or decline such changes.