SALEM AREA MASS TRANSIT DISTRICT

REQUEST FOR PROPOSAL FOR

Consultant Services for ITS Strategic Plan

RFP# 2016-08

Salem Area Mass Transit District 555 Court St NE, Suite 5230

Salem, Oregon 97301 Phone: 503-588-2424 FAX: 503-361-7542

Release Date: September 23, 2016

Requests for changes/clarification: October 13, 2016

Closing: October 18, 2016 Time: 2:00 p.m. (Local Time)

The Salem Area Mass Transit District (SAMTD) requests proposals from qualified and experienced firms (“prospective proposers”) to provide a comprehensive development of an Intelligent Transportation System (ITS) master plan. Proposals must be submitted in accordance with the conditions outlined in the Request for Proposal (“RFP”) attached hereto. The RFP documents may be obtained from the State’s Procurement website (“ORPIN”) at http://orpin.oregon.gov/open.dll/welcome. All inquiries should be made in writing and directed to Brian Woodall, Procurement/Contracts Manager), via e-mail at Brian.Woodall@cherriots.org

INDEX: SECTION 1.0 BACKGROUND SECTION 2.0 PROPOSAL REQUIREMENTS SECTION 3.0 EVALUATION PROCEDURE AND CRITERIA REQUIRED SUBMITTAL FORMS: ATTACHMENT I PROPOSAL FORM AND RESPONSES TO RFP ATTACHMENT II CERTIFICATION AND ACKNOWLEDGEMENT OF FTA CLAUSES ATTACHMENT III DEBARMENT, SUSPENSION CERTIFICATION ATTACHMENT IV NON-COLLUSION AFFADAVIT ATTACHMENT V LOBBYING CERTIFICATION ATTACHMENT VI PROPOSER RESPONSIBILITY FORM INFORMATION ONLY:

ATTACHMENT VII PERSONAL SERVICES SAMPLE AGREEMENT EXHIBIT A - SCOPE OF WORK EXHIBIT B - TERMS AND CONDITIONS EXHIBIT C – FEDERAL TERMS AND CONDITIONS

1.0 BACKGROUND Salem Area Mass Transit District (SAMTD) is a local municipality operating buses within the urban growth boundary of Salem and Keizer, Oregon. The agency provides a mix of fixed route, paratransit, shopper shuttle/dial-a-ride and rideshare services. SAMTD operates a regional transit service in Marion and Polk counties. The services operate Monday through Friday between the hours of 5:00 AM – 10:00 PM. Additionally, two commuter services connect SAMTD with Wilsonville to the north and Grand Ronde to the west. This solicitation is made under authority of ORS 267.200 and all applicable laws, statutes, rules, regulations and policies. 2.0 REQUEST FOR PROPOSAL REQUIREMENTS: Proposer must furnish a complete set of completed forms by the date, time and place as posted on page 1 of this solicitation. By submitting a Proposal, Proposer certifies that the Proposer has not discriminated and will not discriminate, in violation of ORS279A.110(4), against any minority, women or emerging small business enterprise or against a business enterprise that is owned or controlled by or that employs a disabled veteran in obtaining a required subcontract.

By submitting a Proposal, Proposer certifies under penalty of perjury, that the Proposer is, to the best of the Proposer’s knowledge, not in violation of any tax laws described in ORS 305.380 (4).

Proposers shall provide complete proposal forms with references to satisfy the requirements of the RFP. Proposers are cautioned to furnish full and completed forms in its response packet; incomplete proposals may not be considered. Any requested deviations from or modifications of the terms of the contract contained in this RFP must be clearly and conspicuously set out in the Proposer’s Proposal. 2.1 REQUEST FOR CHANGES/CLARIFICATION Requests for changes and clarification must be submitted in writing to Brian Woodall, Procurement and Contracts, via e-mail at Brian.Woodall@cherriots.org The deadline for submission of requests for changes or clarification is as posted at “Requests for Changes/Clarification” on Page 1 of this RFP. All requests received by the deadline will be answered in a written addendum. Proposers registered in the State of Oregon’s Procurement Information Network (ORPIN) at http://orpin.oregon.gov/open.dll/welcome will be notified of addenda issued. It is the Proposer’s responsibility to check for addenda posted on ORPIN, and to obtain copies of all issued addenda until the close of the RFP. Proposers are required to acknowledge receipt of all addenda with their Proposals.

2.2 CLOSING DATE, TIME AND PROCEDURES Proposals must be received at SAMTD at the address below, on or before the closing date and time, the date and time posted on Page 1 of this RFP. Proposals must be addressed as follows: “RFP 2016-08 Consultant Services for ITS Strategic Plan”

Attn: Brian Woodall Salem Area Mass Transit District 555 Court St NE, Suite 5230 Salem, OR 97301

All Proposals received by the closing date and time listed on page 1 of this RFP will be recorded and opened as promptly as reasonable following the closing. Proposals received after the designated closing date and time will not be considered. SAMTD reserves the right to extend the closing date by written addenda in the event that SAMTD determines that additional time is needed SAMTD reserves the right, in its sole discretion, to cancel this procurement or to waive any informality and reject any or all Proposals if it deems in the best interest of SAMTD to do so. 2.3 PROPOSAL SUBMISSION Proposals and all required submittal forms in response to the RFP must be signed by an authorized representative of the firm. A primary contact person for solicitation purposes with phone number, e-mail address and fax number must be included. Proposals properly marked will be accepted by US mail or manually delivered. Proposals must include one (1) original Proposal Form and original attachments and four (4) complete copy sets submitted in a sealed envelope or package. The envelope/package must be clearly marked on the outside with the following information:

RFP 2016-08 – “Consultant Services for ITS Strategic Plan” SAMTD will not be responsible for timely delivery of any proposal not properly marked. 2.4 CONTENT OF PROPOSALS At a minimum, the items described in each section below shall be addressed. Points will be awarded based on the Proposer’s past performance for services relevant to SAMTD needs. Provide the following information:

(1) Technical Proposal Section 1 – Qualifications of the Firm and Staff (30 Points)

(a) Introduction: Provide an introduction of the Proposer. Describe primary business experience of the Proposer, the Proposer’s overall mission statement, length of time in business, ownership, the location of office(s), telephone number, e- mail address, web-site address and other information Proposer might deem pertinent and introductory in nature. Company resumes are acceptable, as long as all information requested is

provided. A primary contact person for solicitation purposes with phone number and e-mail address must be included.

(b) Qualifications of the Proposer: In this section, the Proposer shall provide its history, experience and past performance relevant to SAMTD’s needs during the last five (5) years, including but not limited to, a description of the Proposer's direct experience which is similar in size, scope and complexity to that required by this contract. Information regarding the Proposer’s directly relevant experience shall include a list which provides dates, locations, character, cost of assignments, project managers, and names, addresses, contact persons and telephone numbers of clients.

(c) References: Proposers shall provide a minimum of three references for similar type of work performed by the Proposer or the Proposer’s staff (see Proposal forms).

(d) Qualifications of Staff: This section shall contain the Proposer’s staffing and organizational plan, which shall identify the project manager and any other key personnel who will be assigned to the work under this contract. This section shall also contain the direct qualifications, experience and training of each key individual or group of individuals. Resumes shall be submitted for the project manager and project support staff. Resumes must be complete and concise, including, at a minimum, education, training, and degrees and certificates earned. Resumes should also provide experience directly relevant to the work to be performed under this contract.

(2) Technical Proposal Section 2 – Work Plan (30 Points)

Points will be awarded based on Proposer’s understanding of the Scope of Services and the appropriateness of the proposed approach/methodology to provide the required services; and the description of a detailed and logical plan for providing the services requested herein. This section shall include, at a minimum, the following information: (a) Describe your relevant experience developing scope of work specifications,

procurement, implementation, testing, acceptance, operations, and continued maintenance of Intelligent Transportation System (ITS) technologies for fixed route bus service. Relevant experience should address the following technological subject matters (see Scope of Work):

• Automatic Vehicle Location (AVL) • Computer Aided Dispatch (CAD) • Automated passenger Counter (APC) • Automated Voice Annunciation (AVA) • Video Surveillance • Electronic Fare Collection (EFC) • EFC APP (efare)

• On Board Destination Signs • Fixed Route Planning, Scheduling and Dispatch Software • Paratransit Scheduling and Dispatch Software • Radio Systems

(3) Organization of the Proposal (20 Points) Proposals shall be prepared simply and economically, providing a straightforward, concise description of the Proposer’s capabilities to satisfy the requirements of the RFP. Submission of technical literature, display charts, or other supplemental materials is the responsibility and within the discretion of the Proposer. Proposers shall submit proposals as set forth in Paragraph 2 .3 , en t i t l ed P roposa l Submiss ion above. Proposers are cautioned not to minimize the importance of an adequate response in any area.

(4) Price Proposal/Cost (20 Points)

Points will be mathematically calculated based upon the reasonableness of the proposed price for the work to be performed and the competitiveness of the price with other proposals received.

2.5 REFERENCES

Proposer must provide at least three (3) references for similar services. Information must include dates, company name, contact information, and specific work performed. Contact information for each reference must include names, addresses, telephone numbers and e-mail addresses. References will be evaluated on the quality of customer service (e.g., prompt return of telephone calls and e-mails, prompt resolution of problems, accuracy of documentation, thorough and expedient performance, etc.). 2.6 REVIEW OF SOLICITATION DOCUMENTS

Solicitation documents may be reviewed at SAMTD main office located at 555 Court Street NE, Suite 5230 Salem, Oregon 97301 or by invitation to selected Proposers. All inquiries should be directed to Brian Woodall, via e-mail at Brian.Woodall@cherriots.org. Proposers shall promptly notify SAMTD Procurement Office of any ambiguity, inconsistency, or error, which they discover upon examination of the solicitation and contract documents. 2.7 DATE AND TIME OF OPENING Proposals will be opened on the date and time set for opening on Page 1 of this RFP, or as promptly as reasonable after the RFP closing. SAMTD reserves the right to modify the place of closing or opening by written notice to Proposers.

2.8 ADDENDA SAMTD reserves the right to change this procurement by written addenda. Addenda will be posted for review on the State of Oregon electronic procurement system, ORPIN website: http://orpin.oregon.gov/open.dll/welcome. Addenda will be provided within a reasonable time, not less than 72 hours (except for countervailing public interest) prior to closing to allow Proposers to consider the addenda.

Proposers may submit a written request for change or a protest by the close of business the next day after issuance of an addendum or until close of the protest period, whichever is later. 3.0 PROPOSAL EVALUATION PROCEDURE AND CRITERIA 3.1 It is intended that one contract be awarded to the responsible, responsive Proposer whose proposal SAMTD determines in writing is the most advantageous to SAMTD. Only those Proposals determined to be responsive will be considered for award. Responsibility of Proposers will be determined in accordance with ORS 279B.110. 3.2 It is anticipated that SAMTD will select a firm and award a contract for service. The selection will be made based on the proposals submitted and the evaluation criteria listed below. However, the SAMTD reserves the right to contact proposers to obtain information for clarification purposes during the evaluation phase. An evaluation committee will be appointed to evaluate the proposals received. Each of the criteria listed below will be reviewed by the committee for the purpose of scoring proposals, based on how fully each proposal meets the requirements of the RFP. The evaluation panel has sole judgment during the evaluation process in determining the scoring of proposals. SAMTD may utilize a multi-step approach in the selection/evaluation process. During the first step of the evaluation process, proposal submissions will be evaluated based on the qualifications and technical components listed below to set a competitive range. All proposals selected for the competitive range will move to the next step of the evaluation process.

The Evaluation Committee may choose to select the highest scored Proposers in a competitive range, and ask for an Interview/Presentation, which would then be part of the final evaluation rankings. Evaluation Criteria Qualifications and experience 30 Work Plan 30 Organization of proposal 20 Cost 20

3.3 SAMTD reserves the right to obtain or prepare a financial analysis of the apparent successful Proposal before determining to proceed with a recommendation for award. 3.4 SAMTD reserves the right to make changes to the RFP. Any changes to the RFP shall be posted to ORPIN for all Proposers at the time the change is made.

3.5 SAMTD reserves the right to investigate the qualifications of all Proposers under consideration and to confirm any part of the information furnished by a Proposer, or to require other evidence of managerial, financial or technical capabilities, which are considered necessary for the successful performance of the work. SAMTD General Manager shall have full authority over SAMTD source selection and decision to award, subject to applicable Board policy. 3.6 In determining the most responsive Proposers, SAMTD reserves the right to take into consideration any or all information supplied by the Proposer or obtained by SAMTD in its investigation into the experience and qualification of the Proposers. 3.7 ADMINISTRATIVE REMEDIES Proposers or third parties who can demonstrate a substantial economic interest may protest the decision regarding (1) a provision of the Request for Proposal or (2) contract award. All communication concerning a protest shall be in writing, and will be open for public inspection. A copy of the complete protest policy may be obtained by contacting SAMTD. Protests must be in writing and directed to the SAMTD Procurement Office. 4.0 SCOPE OF WORK The Scope of Work to be performed is set forth in Exhibit A to Attachment VII. Proposers shall submit a complete Proposal that provides all services described, including furnishing all oversight, labor, material and equipment to complete the work.

END OF THIS TEXT DOCUMENT ATTACHMENTS AND EXHIBITS FOLLOW

REQUIRED SUBMITTAL FORMS

Attachments I – VI, must be completed and submitted as part of the Proposal. Failure to complete, sign and submit any of these attachments may result in declaring the Proposal as non-responsive. Attachment VII, Sample Personal Services Agreement, is informational only. The highest ranked Proposer will be awarded a contract. That agreement will resemble the attached sample Personal Services Agreement. This is not attached.

ATTACHMENT I

PROPOSAL FORM

(This Attachment I - Proposal Form Must Be Completed and Returned with Proposal)

RFP #2016-08 Consultant Services for ITS Strategic Plan

Name of Company or Organization::

Type of Organization: (Sole Proprietor, LLC, Corporation, etc.)

Address:

City, State, Zip:

Contact Name:

Contact Info: PH: Cell: E-Mail:

Oregon Secretary of State #: DUNS #: PROPOSAL COST: Having read and being familiar with the conditions affecting the work, the undersigned

hereby proposes to furnish all material, labor, equipment and supplies necessary to perform the work hereinafter indicated in strict accordance with the RFP and specifications for the not-to-exceed price indicated below:

Description Estimated Hours Hourly Rate Extended Amount

Consulting Services – ITS Strategic Plan

150 Hours

$_______________

$______________

PROPOSAL FORM PAGE 1 of 4

PROPOSAL FORM PAGE 2 of 4

Proposer must provide at least three (3) references for similar services.

3.a. Reference #1 Name of Organization: Contact Name: Address: Telephone: Email:

3.b. Reference #2 Name of Organization: Contact Name: Address: Telephone: Email:

3.c. Reference #3 Name of Organization: Contact Name: Address: Telephone: Email:

4. Responsible, Responsive Proposal: Have you completed and attached? ATTACHMENT I PROPOSAL FORM & RESPONSES TO EXHIBIT A ATTACHMENT II CERTIFICATION AND ACKNOWLEDGEMENT OF FTA CLAUSES ATTACHMENT III DBE CERTIFICATION ATTACHMENT IV NON-COLLUSION AFFADAVIT ATTACHMENT V LOBBYING CERTIFICATION ATTACHMENT VI PROPOSER RESPONSIBILITY FORM

Returned with Proposal:

Ye s No Ye s No Ye s No Ye s No Ye s No

The undersigned Proposer, hereinafter called Proposer, declares that the only persons or parties interested in this proposal are those named herein; that this Proposal is, in all respects, fair and without fraud; that it is made without collusion with any official of the county; and that the Proposal is made without any collusion with any person making another Proposal on this Contract. The Proposer warrants that it has carefully examined the Request for Proposal documents for providing the services described as follows:

RFP 2016-08 CONSULTANT SERVICES FOR ITS STRATEGIC PLAN The Proposer offers and agrees to provide CONSULTANT SERVICES to the District. The Proposer acknowledges that this procurement is a federally funded project and shall abide by all Federal, state and local contracting requirements and ensure compliance by all subcontractors it may use on the contract. The Proposer certifies that it does not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, handicap, financial ability, age or other non-job-related factors as per ORS 659 and USC 42 2000e or in violation of ORS279A.110(4), against any minority, women or emerging small business enterprise or against a business enterprise that is owned or controlled by or that employs a disabled veteran in obtaining a required subcontract The Proposer has declared any and all organizational conflicts of interest to SAMTD that may affect its ability to perform the requested services. Organizational conflicts of interest may include, but are not limited to: impartiality or impaired objectivity due to other activities, relationships, contracts, or circumstances; unequal access to nonpublic information during performance of earlier contract(s); or participated in the development of specifications, evaluation factors or similar documents related to this procurement. The Proposer warrants that it has made such investigation as is necessary to determine the complexities and requirements of SAMTD and, if its proposal is accepted, it will contract with SAMTD. The contract will be in the form of the SAMTD Contract. Proposer will provide the required services as specified in the terms and conditions contained within the RFP document, which by reference are incorporated herein in their entirety, and which may be incorporated into any Contract resulting from award of this procurement and that those terms and conditions take precedence over any conflicting terms and conditions in the Proposer’s Proposal. PROPOSAL FORM PAGE 3 OF 4

The Proposer submits its Proposal as required within the RFP document. This proposal shall be effective for a period of sixty (60) days from the RFP for CONSULTANT SERVICES closing date. The proposer further agrees that if the proposal is accepted, it will, WITHIN Thirty (30) calendar days after notification of acceptance, execute the contract with SAMTD on the contract form, an example of which is included in the RFP document. The proposer will, at the time of execution of the Contract, deliver to SAMTD the insurance certificate documentation required within the RFP document; and will, to the extent of its proposal, satisfy all requirements necessary to provide CONSULTANT SERVICES for SAMTD. The proposer understands that any false statement may disqualify this proposal from further consideration or be cause for contract termination. The Proposer agrees to furnish all equipment, labor and materials necessary to complete the services as specified herein and further attests that they have carefully considered and acknowledge any addenda issued by the County for this solicitation below: Addendum # ____, dated ____________ Addendum # ____, dated ____________ Addendum # ____, dated ____________ Addendum # ____, dated ____________

By submitting a Proposal, Proposer certifies under penalty of perjury, that the Proposer is, to the best of the Proposer’s knowledge, not in violation of any tax laws described in ORS 305.380 (4). I certify the above information is true and correct. By submitting this proposal, I/we will abide by the terms and conditions stated herein.

Company or Organization

Signature of Authorized Representative

Date

Printed Name

Title PROPOSAL FORM PAGE 4 of 4

ATTACHMENT II

DISADVANTAGE BUSINESS ENTERPRISE (DBE) CERTIFICATION

(This Attachment II – Certification Must Be Completed and Returned with Proposal)

Has your firm been certified by the State of Oregon as a Disadvantaged Business Enterprise? Ye s No If no, has your firm been certified by any other US State, Territory or Protectorate as a Disadvantaged Business Enterprise? Yes No If yes, attach copy of current certification letter. I hereby certify that the information provided on this form is true and accurate to the

best of my knowledge.

Company or Organization

Signature of Authorized Representative

Date

Printed Name

Title

ATTACHMENT III CERTIFICATION REGARDING DEBARMENT, SUSPENSION & OTHER

INELIGIBILITY & VOLUNTARY EXCLUSION

(This Attachment III - Certification Must Be Completed and Returned with Proposal) The undersigned, duly authorized representative of ________________________________ hereby certifies or affirms that: 1) Neither it nor its principals is presently debarred, suspended, proposed for debarment,

declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency; and

2) That the contents of any statements submitted on or with this certification are true and

accurate, and understands that the provisions of 31 U.S.C. §§ 3801 et.seq. are applicable thereto.

Company or Organization

Signature of Authorized Representative

Date

Printed Name

Title

OR

The undersigned, duly authorized representative of _______________________________ hereby certifies or affirms that: 1) It is unable to certify that neither it nor its principals is presently debarred, suspended,

proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency, and has attached an explanation of this inability to this certification; and

2) That the contents of any statements submitted on or with this certification are true and

accurate, and understands that the provisions of 31 U.S.C. §§ 3801 et. seq. are applicable thereto.

Company or Organization

Signature of Authorized Representative

Date

Printed Name

Title

ATTACHMENT IV

NON-COLLUSION AFFIDAVIT

(This Attachment IV – Non-Collusion Affidavit Must Be Notarized, Completed and Returned with Proposal)

STATE OF ______________________ ) ) COUNTY OF _______________________ ) _______________________________________________, being first duly sworn, on their oath (Type or Print Name and Title) says that the proposal submitted is genuine and not a sham or a collusive proposal or made in

the interest of or on behalf of any person not herein named; and they further state that the said

proposer has not directly or indirectly induced or solicited any other proposer for the above work

or supplies to put in a sham proposal, or any other person or corporation to refrain from

proposing; and that said proposer has not in any manner sought by collusion to secure to self

advantage over any other proposer or proposers.

Subscribed and sworn to before me this _____ day of _____________________,20____. ________________ ____________ Notary Public in and for the State of _____________________ My Commission Expires: _______________

ATTACHMENT V

CERTIFICATION REGARDING LOBBYING

(This Attachment V - Certification Must Be Completed and Returned with Proposal)

The undersigned Contractor certifies, to the best of his or her knowledge and belief, that they are in compliance with the Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65. The Contractor, ________________________________________________________, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. Signature of Contractor’s Authorized Official: _________________________________________________ Name and Title of Contractor’s Authorized Official: _________________________________________________

(Type or Print Name and Title) Date: ______________________________

ATTACHMENT VI PROPOSER RESPONSIBILITY

ORGANIZATION NAME: _______________________________________ ADDRESS: __________________________________________________ ____________________________________________________________

TELEPHONE: _____________________

The information in this form is part of the District’s inquiry concerning proposer responsibility pursuant to ORS 279B.110 for general procurement of goods and services. Please print clearly or type. Answer all questions. Submission of a form with unanswered questions, incomplete or illegible answers may result in a finding that you are not a responsible proposer. This document will become part of your response to the solicitation and will subject to Oregon Public Records laws. Any information that may be considered confidential; must be marking according to instructions in the solicitation document. Submit completed form with other proposal forms as specified in Solicitation Document. 1. During the past five years, has judgment ever been made against the Firm for breach of contract?

Yes No If yes, explain. _____________________________________________________________

___________________________________________________________________________ ___________________________________________________________________________

2. Has your firm ever been at any time in the last ten years the debtor in a bankruptcy case?

Yes No If yes, explain. _____________________________________________________________

__________________________________________________________________________________ __________________________________________________________________________________

3. Does your firm have any outstanding judgments pending against it?

Yes No If yes, explain. _______________________________________________________________

___________________________________________________________________________ ___________________________________________________________________________

4. Have you or any of your affiliates discontinued business operations with outstanding debts?

Yes No If yes, explain. _______________________________________________________________

___________________________________________________________________________ ___________________________________________________________________________

5. Do you have the appropriate financial, material, equipment, facility and personnel resources and expertise, or has the ability to obtain the resources and expertise, necessary to meet all contractual responsibilities? Yes No If yes, explain. _______________________________________________________________

6. Does your firm have any organizational conflicts of interest that may affect your ability to perform

the requested services? Organizational conflicts of interest may include, but are not limited to: impartiality or impaired objectivity due to other activities, relationships, contracts, or circumstances; unequal access to nonpublic information during performance of earlier contract(s); or participated in the development of specifications, evaluation factors or similar documents relate related to this procurement. . Yes No If yes, please identify those conflicts: ___________________________________________.

Declaration and Signatures

The undersigned hereby declares that he or she is duly authorized to complete and submit this proposer responsibility form and that the statements contained herein are true and correct as of the date set forth below. Incomplete, incorrect or misleading information will be reason for a determination by the District of non-responsibility. Date: ______________________________ By: ____________________________________ (Signature of authorized official) Name: __________________________________ (Please type or print) Title: ____________________________________ (Please type or print) For: _____________________________________ (Please type or print the Firm’s name)

Business Organization: (Check one)

Corporation Limited Liability Company Partnership Sole Proprietor Joint Venture Other _________________________

EXHIBIT A SCOPE OF WORK

SAMTD is seeking a consultant with previous transit ITS experience to complete two primary deliverables as part of this RFP. The two deliverables may be done concurrently, however if the contractor chooses to not provide both deliverables concurrently, then Deliverable B is of a higher priority. The two deliverables are:

(b) Deliverable A - Develop a Transit Intelligent Transportation System (ITS) Strategic Plan (c) Deliverable B - Develop a Scope of Work for a CAD/AVL System procurement.

The successful consultant shall collaborate with SAMTD staff to develop scope of work specifications, procurement, implementation, testing, acceptance, operations, and continued maintenance of ITS technologies for its fixed route bus service. The successful consultant’s final deployment plan shall include a complete calculated work plan approach, a narrative regarding interoperability between systems, associated costs, and timelines to achieve project execution for each of the following technological subject matters:

a) Automatic Vehicle Location (AVL) b) Computer Aided Dispatch (CAD) c) Automated passenger Counter (APC) d) Automated Voice Annunciation (AVA) e) Video Surveillance f) Electronic Fare Collection (EFC) g) EFC APP (efare) h) On Board Destination Signs

ITS technology will generally reside on transit vehicles, however many support and auxiliary systems will be implemented in fixed locations. The following list describes ITS technology that should be included, but not limited to, in the strategic plan. The list indicates if a specific system is a replacement of existing technology or a new implementation.

Replacement Systems

o Video Surveillance System to record video and audio data. This data will be stored for a

period of time for review, may be archived for long-term storage, and may be accessed real-time for immediate use.

o Automated Passenger Counter (APC) System to automatically count the boarding and alighting of passengers

on the vehicle. o Announcement System

System to automatically announce next stop information, public service messages, or other communication inside the vehicle. System will also broadcast route information outside the vehicle.

o On Board Destination Signs System to automatically display route, stop, and time information inside

the vehicle. System will also display route information outside the vehicle. o Electronic Fare Collection

System to automatically facilitate customer fare transactions using NFC technology. System will interface with the forthcoming eFare regional fare collection system.

o Electronic Fare Collection App As a precursor to eFare, implement a fare payment app. Solution will

allow for the remote purchase of passes and will provided flexibility of eFare compliance for future EFC expansion.

Several projects related to ITS may be implemented in conjunction with or be informed by ITS projects. These projects include:

Fixed Route Planning, Scheduling and Dispatch Software Paratransit Scheduling and Dispatch Software Radio System

New Systems o Automated Vehicle Location (AVL)

System to communicate real-time coordinates to a centralized geospatial database. AVL systems share this information with Computer Aided Dispatch (CAD) tools and provide next bus arrival information for customers via text message, website updates, and bus stop/transit center electronic signs.

o Computer Aided Dispatch (CAD) System to manage communication between dispatch and transit vehicles;

Dispatch Bus computer screens will display vehicle location, status, and route performance analysis; Mobile Data Terminals (MDTs) or equivalent, provide vehicle operators with a communication channel to Dispatch and display route or manifest information.

o Wi-Fi System to allow onboard Wi-Fi, providing free, customer accessible

internet access. o Green Extension / Signal Priority

System to interface with traffic signal systems, reducing dwell time for transit vehicles at red lights.

Below you’ll find the scope of work for each deliverable.

Deliverable A - Develop an Intelligent Transportation System (ITS) Strategic Plan

General Concept The ITS strategic Plan Project will result in a comprehensive plan for Salem-Keizer Transit to upgrade and implement Intelligent Transportation System (ITS) technology for Urban, Regional, and Paratransit services. The ITS strategic plan will serve as a roadmap for how SAMTD can implement each technology over the coming years as funding is identified. SAMTD expects to understand how each system may integrate or interoperate with one another on the bus and off the bus. On the bus, SAMTD expects the consultant to identify how each system may work together or share an internet connection to transfer data off the bus and to the data collection systems. Off the bus, SAMTD expects the consultant to identify which systems would be collecting the information and presented for analysis. SAMTD will expect a basic scope of work for each technology included in the ITS strategic plan.

System Integrations with Business Intelligence System SAMTD will combine data from individual systems in a Business Intelligence System. SAMTD expects to use this strategic plan to implement the following:

o Administrative and reporting capabilities including • GPS/AVL will provide vehicle tracking, mapping and reporting

capabilities, as well as determine entry and exit from stops with software or interface allowing the creation of routes of travel and geo-coding or location identification software for the purpose of identifying stops and waypoints

• Web-based, real-time computer aided dispatch (CAD) integrated to provide vehicle assignment, customizable alerts/features, incident management, monitoring, performance alerts, messaging between supervisors/dispatch and drivers, and routing information.

• Suite of management and analytical tools, including, but not limited to selected system alerts transmitted to management via smart phones, real time graphs, statistics, route management, monitoring/management of on-time performance, passenger reporting, as well as data capture, analysis, and reporting services capable of producing National Transportation Database (NTD) reporting.

• Customizable, executive dashboards. o Real-time Traveler Information System to include:

Real time arrival (RTA) predictive information. Mobile "apps" for iOS and Android smart phones for public and for

management/supervisors/dispatchers. Ability to push text/SMS messages to users. Mobile friendly browser, QR Codes, and website portal for 24/7 access.

End-user customization services for public real-time schedule and route information including public access to information via major bus stop information signs.

Automated on-board audio-visual announcement system. The consultant may include additional technology solutions that may be deemed beneficial to a system the size of SAMTD.

Deliverable B - Develop a Scope of Work for Computer Aided Dispatch and Automated Vehicle Location System procurement.

SAMTD is requesting proposals for a Computer Aided Dispatch (CAD)/Automated

Vehicle Locator (AVL) system and Real‐time Passenger Information System (RPIS) for

the Cherriots fixed route transit bus service. SAMTD requires a turn-key system that

operates on a standard Windows platform. Specialized or dedicated hardware/software

that could be required for use by SAMTD dispatchers and managers to access the

system, these requirements must be listed as part of the system design and should be

included in the proposed cost.

*** SAMPLE ONLY *** SAMTD

CONTRACT FOR SERVICES AGREEMENT Date: _______________ Parties: SALEM AREA MASS TRANSIT DISTRICT (SAMTD) 555 Court Street NE, Suite 5230 Salem, OR 97301 Tele: (503)588-2424 Website: www.cherriots.org CONTRACTOR (Consultant) Address City, State, Zip Tele: Website: Recitals: SAMTD issued a Request for Proposal (RFP) #2016-08 dated September 23, 2016 for Consultant Services to be provided to SAMTD, hereby attached and incorporated into this Agreement; Consultant submitted a Proposal dated XXX XX, 2016 (the “Proposal”), in response to the RFP and SAMTD selected Consultant to provide services as described in the RFP. The District is defined in ORS 279B.005. This Contract for services is made under authority of ORS 267.200 and with all applicable laws, statutes, rules, regulations and policies. NOW THEREFORE, SAMTD and the Consultant, for the considerations hereinafter named, agree as follows: Agreements: 1. The term of this Agreement shall commence on the date of this Agreement as cited above, or upon final signature, whichever is later, and continue for a period of one (1) year. 2. Consultant agrees to provide the services described in Exhibit A, Scope of Work, Exhibit B, General Conditions, and Exhibit C, Federal Terms and Conditions, attached and incorporated by reference herein, on the terms and conditions contained in the Agreement and to fully and faithfully perform its obligations under this Agreement. Services performed by Consultant will be performed in comparable manner and with the same degree of care, skill, diligence, competency and knowledge which is ordinarily exhibited and possessed by other professionals in good standing in the same or similar field as Consultant. 3. The terms and conditions of RFP #2016-08 are incorporated into this contract by reference herein. In the event of conflict, this contract and its terms and conditions set forth herein, including Exhibit A, Scope of Work, Exhibit B, General Conditions, and Exhibit C, Federal Terms and Conditions shall prevail over any conflicting or inconsistent provision of the RFP [Quote] or Proposal.

4. Provided that Consultant fully and faithfully performs its obligations under this Agreement, SAMTD agrees to compensate Consultant in accordance with the terms of this Agreement. The maximum payable to Consultant is $ (Amount in figures) (Amount Written /100 Dollars), unless otherwise amended. The Consultant shall make Application for Payment for the services. Applications received by SAMTD by the fifth day of the month following services, will be paid by the last day of the month and in accordance with ORS 279C.570 5. Consultant shall maintain at all times commercial general liability insurance, property damage/automobile insurance, and workers’ compensation insurance covering its activities and operations under this Agreement at limits as set forth in Exhibit B General Terms and Conditions. Consultant shall indemnify and hold SAMTD and their directors, officers, representatives, agents and employees harmless from all claims, liability, losses, and causes of action that may arise out of the performance of the contract. The Consultant shall pay all claims and losses of any nature whatsoever, in connection therewith, and shall defend all suits, in the name of SAMTD, when applicable, and shall pay all costs and judgments that may issue thereon. 6. Consultant shall comply with all applicable Federal, State, and local laws, rules and regulations. 7. Consultant hereby certifies, under penalty of perjury, that Consultant is, to the best of its knowledge, not in violation of any tax laws described in ORS 305.380(4). 8. In performing its obligations under this Agreement, Consultant agrees to comply with all applicable state laws, including, without limitation, ORS 279B.020, 279B.200 – 279B.240 and 279C.540, each of which is incorporated herein by reference and all federal terms and conditions included in Exhibit C – Federal Terms and Conditions. 9. Contactor agrees: (1) that no person performing work under this Agreement may be employed for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity, emergency or when the public policy absolutely requires it, and in such cases, except in cases of contracts for personal services as defined in ORS 279C.100, the employee shall be paid at least time and a half pay: (a)(A) For all overtime in excess of eight hours in any one day or 40 hours in any one week when the work week is five consecutive days, Monday through Friday; or (B) For all overtime in excess of 10 hours in any one day or 40 hours in any one week when the work week is four consecutive days, Monday through Friday; and (b) For all work performed on Saturday and on any legal holiday specified in ORS 279C.540. and (2) Contractor must give notice in writing to employees who work on a public contract, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work.

10. All agreements and schedules set forth in the Exhibits are incorporated by reference and made a part hereof as though fully set forth herein. 11. Contractor shall comply with all virus-protection, access control, back-up, password, and other security, and other information technology policies of SAMTD when using, having access to, conveying or creating systems for any of SAMTD’s computers, data, systems, personnel, or other information resources. 12. This Agreement is the entire, complete and exclusive agreement between the parties pertaining to its subject matter, and it supersedes all prior agreements, representations, and understandings of the parties. There are no agreements, representations or warranties except as set forth in this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties. SALEM AREA MASS TRANSIT DISTRICT

CONTRACTOR

By:

By:

Allan Pollock, General Manager Signature

Date:

Printed Name and Title

APPROVED AS TO LEGAL FORM: Date:

SAMTD Legal Counsel

EXHIBIT B TERMS AND CONDITIONS

B.1 COMPLIANCE WITH RULES AND REGULATIONS Contractor will comply with all laws and regulations governing the use of Federal, State and local funding received by District as a source of funds for payment to Contractor for providing goods and services under this Contract. Contractor must indemnify and hold harmless SAMTD and all of its officers, officials, agents, and employees against any claim, demands, and causes of action of any kind or character, or any liability arising from or based upon the violation of any such law, ordinance, or regulations whether by Contractor or its employees. In performing its obligations under this Contract, the Contractor must obtain and pay at its own expense for any applicable licenses required by the State of Oregon, Secretary of State or other applicable licenses and permits required to conduct its business and perform its obligations under this Contract. Contractor represents warrants and agrees that it will at all times perform its obligations under this Contract in compliance with all applicable state and federal regulations. The Contractor, sub recipient or subcontractor must not discriminate on the basis of race, color, creed, national origin, sex, age, or disability in the performance of this Contract. B.2 INSURANCE The Contractor must obtain at Contractor’s expense the insurance specified in this section prior to performing under this Contract and must maintain it in full force and at its own expense throughout the duration of this Contract and all warranty periods. Contractor must obtain the following insurance from insurance companies or entities that are authorized to transact the business of insurance and issue coverage in the State of Oregon, adjusted annually per ORS 30.271 and 30.272, and that are acceptable to the District.

1) Workers’ Compensation Insurance

Contractor must maintain, during the life of this Contract, Workers’ Compensation Insurance or equivalent for all employees employed on this work; and must require any subcontractors and agents to provide similar insurance for all said subcontractors’ or agents’ employees, unless said employees are covered by the insurance maintained by the Contractor.

2) Commercial General Liability

Contractor must maintain a $1,000,000, combined single-limit, commercial general liability insurance policy covering claims for death, bodily injury, and property damage arising out of Contractor’s performance, under this Contract. Such insurance must include coverage for completed operations, and must provide the primary coverage on all claims arising out of the performance of the contract.

3) Auto Liability Contractor and any subcontractors and agents must provide Automobile Bodily Injury and Property Damage Insurance covering all automobiles defined as motor vehicles, whether owned, non-owned, leased, or hired, with not less than the following limits:

Limits: $1,000,000 per Occurrence per Person $1,000,000 per Occurrence for Bodily Injury $1,000,000 per Occurrence for Property Damages

4) Additional Insured District must be named as additional insured on all required liability policies, with an endorsement providing for cross-liability coverage. District may require current copies of insurance endorsement. Procuring of such required insurance must not be construed to limit Contractor’s liability hereunder. Notwithstanding said insurance, Contractor must be obligated for the total amount of any damage, injury or loss caused by Contractor’s negligence or neglect connected with this Contract. B.3 FTA FUNDING This procurement may be funded, in whole or in part, by grant funds provided by the Federal Transit Administration. This Contract must be governed by applicable federal laws and regulations relating to third party contracts. See Section B.11 for certain FTA requirements. Anything to the contrary herein notwithstanding, all FTA-mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any District requests which would cause the District to be in violation of the FTA terms and conditions. B.4 SUSPENSION; TERMINATION OF CONTRACT; REMEDIES

a. Termination for Convenience The District may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the District’s best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to District to be paid the Contractor. If the Contractor has any property in its possession belonging to the District, the Contractor will account for the same, and dispose of it in the manner the District directs. In the event of a termination by District for convenience, District shall make an equitable adjustment in the contract price in proportion to the value, if any, of work performed up to the time of termination, but shall allow no anticipated profit on unperformed services.

b. Opportunity to Cure The District in its sole discretion may, in the case of a termination for breach or default, allow the Contractor a reasonable period of time not in excess of 30 days in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions

If Contractor fails to remedy to District's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within ten (10) days after receipt by Contractor of written notice from District setting forth the nature of said breach or default, District shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude District from also pursuing all available remedies against Contractor and its sureties for said breach or default.

c. Termination for Default [Breach or Cause] If Contractor fails to perform in the manner called for in the contract, or if Contractor fails to comply with any other provisions of this Contract, the District may terminate this Contract for default. Termination shall be effected by serving a notice of termination on Contractor setting forth the manner in which Contractor is in default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this Contract. Waiver of Remedies for any Breach In the event that District elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by District shall not limit District's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. d. Rights and Remedies The duties and obligations imposed by the Contract and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the District 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. If, after serving a notice of termination for default, District determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the Contractor, District, after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. Termination for default must not be District’s exclusive remedy and District may pursue any additional remedies it may have for damages or injunctive relief on account of Contractor’s breach of contract. The work under this Contract may be suspended by the District for any reason considered to be in the public interest other than a labor dispute or any third-party judicial proceeding relating to the work other than a suit or action filed in regards to a labor dispute, and in the case of such suspension, the Contractor is entitled to a reasonable extension of the contract time and reasonable compensation for all costs resulting from the suspension plus a reasonable allowance for overhead with respect to such costs. In the event this Contract is terminated by mutual agreement, the Contractor shall be entitled to reasonable compensation in accordance with ORS 279C.660 determined on the basis of the contract price in the case of any fully completed separate item or portion of the work for which there is a separate or unit contract price and, with respect to any

other work, determined as a percent of the contract price equal to the percentage of the work completed. In addition, the Contractor is entitled to a reasonable amount of compensation for preparatory work and for all costs and expenses arising out of termination. The foregoing does not apply to suspension of the work or termination of the Contract that occurs as a result of the Contractor’s violation of federal, state or local statutes, ordinances, rules or regulations in existence at the time the Contract was executed or as a result of violations of the terms of the Contract.

d. Remedies Not Exclusive.

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

B.5 AUTHORITY: Contractor certifies that it has all requisite authority to bind its organization to the terms and conditions of the agreement and to perform the work under this Contract. B.6 ASSIGNMENT: Contractor agrees that it shall not assign, sell, transfer, or sublet its rights, or delegate its responsibilities under this agreement, in whole or in part, without the written consent of District. B.7 SUBCONTRACTING: Contractor expressly agrees that it may not subcontract any parts of this Contract without the written consent of District. If SAMTD were to agree to subcontracting, the Contractor also agrees to adhere to 49 CFR 26.29 which requires the prime contractor to pay subcontractors for satisfactory performance of their contracts no later than 30 days from receipt of each payment that the grantee makes to the prime contractor. This clause also requires the prompt return of retainage payments from the prime contractor to the subcontractor within 30 days after the subcontractor’s work is satisfactorily completed. B.8 NON APPROPRIATION If the governing body of the District fails to specifically appropriate sufficient funds to make the payments due in any fiscal year and no such appropriation is legally made, the District may terminate this Contract at the end of the then-current fiscal year and all obligations of the parties under this Contract arising thereafter must terminate. Nothing in this Contract must be deemed in any way to obligate the District beyond the current fiscal year. B.9 RIGHT TO AUDIT The District or its designee must be entitled to audit all of the Contractor’s, sub-Contractors’ and suppliers’ records, and must be allowed to interview any of the Contractor’s, sub-Contractors’ and suppliers’ and sub-Contractors’ / suppliers’ employees, throughout the term of this Contract and for a period of three years after final payment or longer if required by law to the extent necessary to adequately permit evaluation and verification of: a. Contractor’s compliance with contract requirements,

b. Compliance with provisions for pricing change orders, invoices or claims submitted by the Contractor or any of its payees. B.10 INDEPENDENT CONTRACTOR At all times the Contractor, any of its employees, or its sub-Contractors, sub-Contractors, suppliers and their subsequent employees must be considered independent Contractors and not as District employees. The Contractor must exercise all supervisory control and general control over all workers' duties, payment of wages to Contractor's employees and the right to hire, fire and discipline their employees and workers. As an independent Contractor, payment under this Contract must not be subject to any withholding for tax, social security or other purposes, nor must the Contractor or its employees be entitled to District paid sick leave, pension benefit, vacation, medical benefits, life insurance or workers' unemployment compensation or the like.

EXHIBIT C

FEDERAL TERMS AND CONDITIONS

FTA CONTRACT REQUIREMENTS: Funding for this project contains federal dollars and is subject to the following federal contract requirements. C.1 In connection with the performance by Contractor of work or services within the scope of this Agreement Contractor agrees to comply with the following requirements, and to include these requirements in all subcontracts1 of every tier (except for the Bus Testing and Pre-Award and Post-Delivery Audit requirements, which apply only to Contractor):

Fly America Requirements - The Contractor agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation.

Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

Access to Records - The following access to records requirements apply to this Contract:

1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C. F. R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C. F. R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311.

2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By

definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000.

3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions.

4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection.

5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11).

Federal Changes - Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. No Obligation by the Federal Government.

1. The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.

2. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

Program Fraud and False or Fraudulent Statements and Related Acts

1. The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § § 3801 et seq . and U.S. DOT regulations,

"Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor 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 Contractor 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 Contractor to the extent the Federal Government deems appropriate.

2. The Contractor 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. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

3. The Contractor 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.

Government-Wide Debarment and Suspension (Nonprocurement)

Suspension and Debarment

This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945.

The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into.

By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:

The certification in this clause is a material representation of fact relied upon by {insert agency name}. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to {insert agency name}, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

Breaches and Dispute Resolution

The following clauses are examples of provisions from various FTA third party contracts.

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.

Performance During Dispute - Unless otherwise directed by (Recipient), Contractor shall continue performance under this Contract while matters in dispute are being resolved.

Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage.

Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the (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.

Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the (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.

Disadvantaged Business Enterprise (DBE)

a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%.

b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as {insert agency name} deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)).

c. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor’s receipt of payment for that work from the SAMTD. In addition, [the contractor may not hold retainage from its subcontractors.] [is required to return any

retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed.] [is required to return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor’s work by the {insert agency name} and contractor’s receipt of the partial retainage payment related to the subcontractor’s work.]

Incorporation of Federal Transit Administration (FTA) Terms

Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions.

Public Contracting Requirements

In performing its obligations under this Agreement, Seller agrees to comply with all applicable state laws, including, without limitation, ORS 279B.020, 279B.200 – 279B.240, 279C.520 and 279C.540, each of which is incorporated herein by reference. Seller hereby certifies, under penalty of perjury, that Seller is, to the best of its knowledge, not in violation of any tax laws described in ORS 305.380(4).