West RFP FINAL - phoenix.gov · Contractor and Subcontractor Worker Background Screening ... 7.8 EOD-1 Form, ... Proposal package submission deadline (2:00 p.m. MST,

CITY OF PHOENIX PUBLIC TRANSIT DEPARTMENT

REQUEST FOR PROPOSALS RFP PTD18-001

FIXED ROUTE SERVICES WEST TRANSIT FACILITY

Contact Person: Elizabeth Kellim

Office: (602) 256-3239 [email protected]

September 1, 2017 – September 8, 2017, contact Kimberly Hayden, Contracts Specialist II Lead, Office: 602-534-8289, Fax: 602-495-2002, Email: [email protected]

Table of Contents


302 N. 1st Avenue, Suite 900 Phoenix, AZ 85003

Phone: (602) 262-7242

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TABLE OF CONTENTS

SECTION PAGE 1. SOLICITATION INSTRUCTIONS

1.1 Introduction ...................................................................................................... 2 1.2 City’s Vendor Self-Registration and Notification .............................................. 2 1.3 Schedule of Events ......................................................................................... 2 1.4 Goals and Objectives ...................................................................................... 3 1.5 Obtaining a Copy of the Solicitation and Addenda ............................................. 4 1.6 Inquires ............................................................................................................ 4 1.7 RFP Inconsistencies or Errors ......................................................................... 5 1.8 Site Visit .......................................................................................................... 5 1.9 Addenda .......................................................................................................... 5 1.10 Licenses .......................................................................................................... 6 1.11 Certification ..................................................................................................... 6 1.12 Solicitation Transparency Policy .................................................................... 6 1.13 Late Proposals Not Considered ...................................................................... 7 1.14 Preparation of Proposal ................................................................................... 7 1.15 Proposal Guidelines ........................................................................................ 8 1.16 Proposal Format .............................................................................................. 9 1.17 Technical Proposals ...................................................................................... 10 1.18 Price Proposal and Financial Information ...................................................... 15 1.19 Offeror Exceptions ......................................................................................... 16 1.20 Offeror Rights ................................................................................................ 17 1.21 Proposal Submittal Instructions ..................................................................... 17 1.22 Offeror Certification ....................................................................................... 18 1.23 Covenant Against Contingent Fees ............................................................... 18 1.24 Modification or Withdrawal of Proposal ......................................................... 18 1.25 Proposal Results ........................................................................................... 19 1.26 Evaluation Committee ................................................................................... 19 1.27 Evaluation of Competitive Proposals ............................................................. 19 1.28 Cost Justification ........................................................................................... 25 1.29 City Reservation of Rights ............................................................................. 25 1.30 City’s Right to Disqualify for Conflict of Interest ............................................ 25 1.31 Execution of Agreement ................................................................................ 25 1.32 Protest Process ............................................................................................. 25

2. STANDARD TERMS AND CONDITIONS

2.1 Definition of Key Words Used in the Solicitation ........................................... 28 2.2 Contract Interpretation ................................................................................... 30 2.3 Contract Administration and Operation ......................................................... 31 2.4 Costs and Payments ..................................................................................... 36 2.5 Contract Changes ......................................................................................... 37 2.6 Risk of Loss and Liability ............................................................................... 37

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SECTION PAGE

2.7 Warranties ..................................................................................................... 39 2.8 City’s Contractual Rights ............................................................................... 40 2.9 Contract Termination ..................................................................................... 41 2.10 State and Local Transaction Privilege Taxes ................................................ 42 2.11 Tax Indemnification ....................................................................................... 43 2.12 Tax Responsibility Qualification .................................................................... 43

3. SPECIAL TERMS AND CONDITIONS

3.1. Term of Contract and Option to Extend ......................................................... 44 3.2. Post Award Conference ................................................................................ 44 3.3. Estimated Quantities or Dollar Amounts ....................................................... 44 3.4. Pricing ........................................................................................................... 44 3.5. Addition or Deletion of Services .................................................................... 44 3.6. Method of Invoicing and Payment ................................................................. 44 3.7. Key Personnel ............................................................................................... 45 3.8. Unsatisfactory Performance .......................................................................... 45 3.9. Performance Interference .............................................................................. 46 3.10. Employee Identification and Access .............................................................. 46 3.11. Contractor and Subcontractor Worker Background Screening .................... 46 3.12. Access Controls, Badge and Key Access Procedures .................................. 48 3.13. Contractor’s Default; Liquidated Damages; Reservation of Remedies ......... 49

4. BOND, INSURANCE AND INDEMNIFICATION

4.1 Performance Surety ...................................................................................... 51 4.2 Indemnification .............................................................................................. 51 4.3 Insurance Requirements ............................................................................... 51 4.4 Responsibility for Vehicle Physical Damage ................................................. 56

5. SCOPE OF WORK

5.1 Service Overview .......................................................................................... 57 5.2 Service Description ....................................................................................... 58 5.3 City-Furnished Vehicles ................................................................................ 60 5.4 Operating Mode ............................................................................................. 61 5.5 Vehicle Maintenance and Transit Asset Management .................................. 67 5.6 Digital Video Recorder System ..................................................................... 68 5.7 Vehicle Inspections ....................................................................................... 68 5.8 Vehicle Condition and Maintenance .............................................................. 70 5.9 Technical Environment Guidelines ................................................................ 77 5.10 West Transit Facility Site ............................................................................... 77 5.11 Vehicle Maintenance Plan and Program ....................................................... 83 5.12 Revenue Collection and Control .................................................................... 84 5.13 Lost and Found Policy ................................................................................... 87 5.14 Data Gathering and Reporting Requirements ............................................... 87 5.15 Risk Control Including Safety Program ......................................................... 92

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SECTION PAGE

5.16 Vehicular-Employee Accident and Injury Investigation ................................. 93 5.17 Accidents/Incidents Notification Requirement and Process .......................... 93 5.18 Substance Abuse Prevention Policy ............................................................. 93 5.19 Operation During a Declared Emergency ..................................................... 93 5.20 Emergencies ................................................................................................. 94 5.21 Marketing and Public Relations ..................................................................... 95 5.22 Advertising on Exterior and Interior of Vehicles ............................................ 96 5.23 Contracted Service Personnel ....................................................................... 97 5.24 Vehicle Operations Personnel Training ....................................................... 103 5.25 ADA and Racial Discrimination (Title VI) Complaint Resolution .................. 107 5.26 Customer Relations ..................................................................................... 109 5.27 Removal from Service ................................................................................. 109 5.28 Employees of Prior Contractor .................................................................... 110 5.29 Labor Relations Requirements .................................................................... 110 5.30 Performance Indicators/Liquidated Damages ............................................. 111

6. FEDERAL TRANSIT ADMINISTRATION CLAUSES

6.1. No Government Obligation to Third Parties ................................................ 118 6.2. Program Fraud and False or Fraudulent Statements or Related Acts ........ 118 6.3. Access to Records and Reports .................................................................. 118 6.4. Federal Changes ......................................................................................... 119 6.5. Civil Rights Laws and Regulations .............................................................. 119 6.6. Termination ................................................................................................. 120 6.7. Incorporation of FTA Terms ........................................................................ 120 6.8. Government-Wide Debarment and Suspension .......................................... 121 6.9. Buy America ................................................................................................ 121 6.10. Violation and Breach of Contract ................................................................. 122 6.11. Lobbying Restrictions .................................................................................. 122 6.12. Clean Air Act and Federal Water Pollution Control Act ............................... 122 6.13. Cargo Preference Requirements ................................................................. 123 6.14. Fly America ................................................................................................. 123 6.15. Employee Protections ................................................................................. 124 6.16. Safe Operations of Motor Vehicles .............................................................. 126 6.17. Charter Service ........................................................................................... 126 6.18. School Bus Operations ................................................................................ 126 6.19. Text Messaging While Driving ..................................................................... 127 6.20. Substance Abuse Requirements ................................................................. 128 6.21. Energy Conservation ................................................................................... 128 6.22. Recycled Products ...................................................................................... 128 6.23. Disadvantaged Business Enterprise (DBE) ................................................. 128

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SECTION PAGE 7. SUBMITTAL FORMS

7.1 Price Sheet .................................................................................................. 137 7.2 Payment Terms ........................................................................................... 137 7.3 Addenda Certification .................................................................................. 138 7.4 Contract Disclosure Form ............................................................................ 139 7.5 Debarment and Suspension Certification .................................................... 142 7.6 Buy America Certification ............................................................................ 143 7.7 Lobbying Certification .................................................................................. 144 7.8 EOD-1 Form, Statement of Outreach and Commitment ............................. 145 7.9 Offer Form ................................................................................................... 146

ATTACHMENTS

Attachment A – Draft Contract ................................................................................ 147 EXHIBITS: (separate files)

Exhibit A Estimated Miles and Hours Exhibit B West Facility Vehicle Inventory List Exhibit C City Administrative Regulation 6.11 Exhibit D VMS Warranted Components Exhibit E Technology Requirements Exhibit F Site Plan Exhibit G Space Plan Exhibit H Sample Furniture Plan Exhibit I West Transit Facility Asset List Exhibit J Incident Report Procedure Exhibit K Custodial Specifications Sheet Exhibit L Security, Access, Controls and Badging Information Exhibit M Environmental Permits, Licenses and Policies Exhibit N Farebox Repair and Maintenance Manual Exhibit O Farebox Field Correction Action / Incident Report Form Exhibit P City Administrative Regulation 2.324 Exhibit Q OPEIU Local 30 Agreement Exhibit R City of Phoenix Section 13(c) Agreement and Side Letter to City’s 13(c)

Agreement Exhibit S Operating Engineers Local 428 Agreement Exhibit T Amalgamated Transit Union Local 1433 Agreement Exhibit U Fare Collection System Key Control Policy Exhibit V West Facility Routes Map October 2017 Exhibit W Turnaround and Layover Guidelines Exhibit X Operating Statistics

Section I – Solicitation Instructions



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Solicitation No. PTD18-001 Page 1 of 170


Please read before continuing to the offer document. This list may not include every requirement; the purpose is to assist vendors, but vendors are expected to read and comply with the entire solicitation. SOLICITATION RESPONSE CHECK LIST Check off each of the following as the necessary action is completed. ☐ 1. All forms have been signed. ☐ 2. All of Section VII, Submittals, are included. ☐ 3. The prices offered have been reviewed. ☐ 4. The price extensions and totals have been checked. ☐ 5. Any required drawings or descriptive literature have been included. ☐ 6. The delivery information block has been completed. ☐ 7. If required, the amount of the bid surety and the surety have been included. ☐ 8. Review the insurance requirements to assure you are in compliance. ☐ 9. The specified number of copies of your offer have been included. ☐ 10. Any addenda have been signed including the Solicitation Disclosure Form. ☐ 11. The mailing envelope has been addressed to:

Public Transit Department 302 N. 1st Avenue, Suite 900 Phoenix, AZ 85003

☐ 12. The mailing envelope clearly shows:

Your company name and address, the solicitation number, and the proposal opening date.

☐ 13. The response will be mailed in time to be received no later than 2:00 p.m. local

Arizona time.




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1.1. INTRODUCTION

The City of Phoenix Public Transit Department (CITY) requests sealed proposals for the provision of fixed route services out of the West Transit Facility, in accordance with the terms, conditions and specifications contained herein. This solicitation is available through Arizona Relay Service 7-1-1. Please call TTY 800-367-8939 for assistance. Copies of the current contract and associated change orders may be obtained from the City Clerk by calling 602-262-6811 or emailing the Clerk’s office at [email protected]; reference contract number 135719. The information in this RFP is not intended to completely define the proposed contractual relationship to be entered into by the CITY and the successful Proposer. Proposers are advised to read carefully the Draft Contract (RFP Attachment A), to which the successful Proposer will be bound. These Contract terms may be amended at the sole discretion of the CITY at any time during the RFP process and/or prior to Contract award.

1.2. CITY’S VENDOR SELF-REGISTRATION AND NOTIFICATION Vendors should be registered in the CITY’s e-Procurement Self-Registration System at https://www.phoenix.gov/procure. The CITY may, at its sole discretion, reject any offer from an Offeror who has not registered in the CITY’s e-Procurement system.

1.3. SCHEDULE OF EVENTS

Date Event

August 28, 2017 RFP issued

September 13, 2017 Pre-proposal conference, 9:00 A.M. Local Time

September 13, 2017 Site Visit, immediately following pre-proposal conference

September 15, 2017 Last day for submission of written inquiries (5:00 p.m. MST, Local Time)

October 12, 2017 Proposal package submission deadline (2:00 p.m. MST, Local Time)

December 20, 2017 Notice of award recommendation

July 1, 2018 Contract start date




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Proposal Submittal Location: City of Phoenix

Public Transit Department 302 N. 1st Avenue, Suite 900 Phoenix, AZ 85003

Pre-proposal Location: City of Phoenix Calvin C. Goode Building 251 W Washington St, Room 10E Phoenix, AZ 85003

*Site Visit to immediately follow the pre-proposal conference. Proposers’ staff are responsible for their own transportation to/from the site, and must provide a government-issued form of identification to on-site security staff in order to gain visitor access.

CITY reserves the right to change dates and/or locations as necessary.

1.4. GOALS AND OBJECTIVES

1.4.1. It is the aim of the CITY to provide effective and efficient public transportation;

enhance overall transportation capacity; reduce traffic congestion, air pollution and the use of petroleum fuels; and improve the quality of urban development. The goals are:

Provide a high quality, safe and secure public transportation system. Operate a system that is sensitive to the needs of seniors and persons with

disabilities. Operate as effectively as possible. Operate as efficiently and economically as possible to provide service at

lowest cost to both passengers and taxpayers. Achieve effective communication with passengers, general public, news

media, and community leaders. Provide greater mobility throughout the region by providing better access to

public facilities and local and regional destinations. Avoid use of private automobiles for as many trips as possible, thus

minimizing congestion and air pollution. Provide connections to local and express bus routes. Provide connections to outlying parking facilities. Provide connections to the METRO light rail system.

1.4.2 The CITY intends that its transit system adhere to a set of objectives by which

progress towards achieving these goals can be measured. These objectives fall into four broad categories that address level of service, efficiency and economy, safety, and communications:




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The system seeks to reach potential riders by initiating new or improved service whenever possible and operating in concert with passenger demand.

Reduce operating costs, simplify fare structures, coordinate fixed route and special transit services, improve operating efficiency, and involve private sector in the provision of public transportation are among several ways system productivity and economy are enhanced.

Safety of passengers and employees is sought through well-maintained equipment, regularly monitored vehicles, well-trained staff, and the use of reasonable risk control techniques.

Good public communications is an important responsibility for the system both in terms of publicizing transit services and obtaining valuable information about transportation demand and passenger needs. Cooperating with public agency developed marketing program, coordinating with other local and regional transportation agencies, incorporating community input promotes transit use regionally.

Each transit contractor to the CITY is expected to strive to achieve these goals and objectives.

1.5. OBTAINING A COPY OF THE SOLICITATION AND ADDENDA Interested offerors may download the complete solicitation and addenda from https://phoenix.gov/solicitations. Internet access is available at all public libraries. Any interested offerors without Internet access may obtain this solicitation by calling (602) 256-3239.

1.6. INQUIRIES To adhere to the solicitation transparency policy and avoid disqualification, all questions that arise relating to this solicitation shall be directed in writing to: Elizabeth Kellim 302 N. 1st Avenue, Suite 900 Phoenix, AZ 85003 Office: (602) 256-3239 Fax: (602) 495-2002 [email protected] (preferred method of communication for purposes of this

solicitation) September 1, 2017 – September 8, 2017, contact Kimberly Hayden, Contracts Specialist II Lead, Office: 602-534-8289, Fax: 602-495-2002, Email: [email protected] All correspondence concerning any aspect of this RFP must be with the Procurement Officer or such authorized delegate. To be considered, written inquiries shall be received at the above address by the due date and time indicated in Section 1.3, Schedule of Events. If offerors need clarification to the solicitation, offerors are expected to send a written inquiry, but not past the due




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date and time indicated. Late questions or clarifications may not be accepted nor considered. Proposers must also notify the CITY of questions to “Attachment A - Draft Contract” of the RFP. Written inquiries may be emailed. All changes to the RFP will be in the form of a written addendum, which will be available at the CITY website: https://www.phoenix.gov/solicitations. Only written responses provided in an addendum will be official and binding on the CITY. Offerors needing clarification to the solicitation are expected to send a written inquiry using the Inquiries Form provided on the website (Inquiries Form_PTD18-001.xls). Offerors may not rely on oral communications with CITY employees, and no oral communication is binding on the CITY. Consistent with the terms of Section 1.12, no informal contact initiated by Offeror on the proposed service will be allowed with members of CITY’s staff beginning on the date the RFP is issued and until the date the Contract is awarded or the RFP withdrawn. Such communication will be deemed a violation of the transparency policy and you will be disqualified. All questions concerning, or issues related to, this solicitation shall be presented in writing.

1.7. RFP INCONSISTENCIES OR ERRORS If an Offeror discovers any ambiguity, inconsistency or error in the RFP, the Offeror shall promptly notify the CITY in writing. If the Offeror fails to notify the CITY by the last date for submission of written inquiries indicated in Section 1.3, Schedule of Events, this failure waives all claims of ambiguity, inconsistency or error, and the CITY’s interpretation of the RFP will govern.

1.8. SITE VISIT A one-time walk-through site visit of the facility will be held at the date and time indicated in Section 1.3, Schedule of Events, at the West Transit Facility, 405 North 79th Avenue, Phoenix, Arizona. Proposers will have an opportunity to review a contingent of the vehicles currently assigned to the West Transit Facility immediately after the facility walk-through. Submission of a proposal will be prima facie evidence that the Proposer is, in fact, aware of all facility and vehicle conditions at the West Transit Facility affecting performance and proposal prices. Proposers’ staff are responsible for their own transportation to/from the site, and must provide a government-issued form of identification to on-site security staff in order to gain visitor access.

1.9. ADDENDA The CITY shall not be responsible for any oral instructions made by any employees or officers of the CITY in regard to the solicitation instructions, plans, drawings, specifications, or contract documents. Any changes to the plans, drawings and specifications will be in the form of an addendum, which will be available at https://www.phoenix.gov/solicitations or by calling (602) 256-3239. All addenda are part of the RFP and the resulting Contract. Proposers shall acknowledge the receipt of all addenda by submitting a signed copy of the “Addenda Certification” (Section 7.3) with their Technical Proposal.




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1.10. LICENSES

If required by law for the operation of the business or work related to this proposal, Offeror must possess all valid certifications and/or licenses as required by federal, state and local laws at the time of submittal.

1.11. CERTIFICATION

By signing the Offer (Section 7.9), Offeror certifies:

The submission of the offer did not involve collusion or other anti-competitive practices.

The offeror shall not discriminate against any employee, or applicant for employment in violation of Federal or State Law.

The offeror has not given, offered to give, nor intends to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted offer.

1.12. SOLICITATION TRANSPARENCY POLICY

Consistent with Phoenix City Code 43-36, beginning on the date the RFP is issued and until the date the Contract is awarded or the RFP withdrawn, all persons or entities that respond to this RFP (PTD18-001) to provide fixed route services out of the West Transit Facility, including their authorized employees, agents, representatives, proposed partner(s), subcontractor(s), joint venture(s), member(s), or any of their lobbyists or attorneys, (collectively, the Offeror) shall refrain from any direct or indirect contact with any person (other than the designated Contracting Officer and/or Contracts Specialist II) including members of the evaluation panel, the City Manager, Assistant City Manager, Deputy City Managers, Department heads directly associated with the solicitation (including in each case their designated staff), the Mayor and other members of the Phoenix City Council. As long as the solicitation is not discussed, Offerors may continue to conduct business with the CITY and discuss business that is unrelated to the solicitation with the CITY staff who is not involved in the selection process.

Offerors may discuss their proposal or the solicitation with the Mayor or one or more members of the Phoenix City Council, provided such meetings are scheduled through the solicitation Contact Person, conducted in person, and are posted as open meetings with the City Clerk at least twenty-four (24) hours prior to the scheduled meetings. The City Clerk will be responsible for posting the meetings. The posted notice shall identify the participants and the subject matter, as well as invite the public to participate. With respect to the selection of the successful Offerors, the City Manager and/or City Manager's Office will continue the past practice of exerting no undue influence on the process. In all solicitations of bids and proposals, any direction on the selection from the City Manager and/or City Manager's Office and Department Head (or representative) to the proposal review panel or selecting authority must be provided in writing to all prospective offerors.




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This policy is intended to create a level playing field for all Offerors, assure that contracts are awarded in public, and protect the integrity of the selection process. OFFERORS THAT VIOLATE THIS POLICY SHALL BE DISQUALIFIED. After official Notice is received by the CITY for disqualification, the Offeror may follow the Protest process, unless the Solicitation is cancelled without notice of intent to re-issue. “To discuss” means any contact by the Offeror, regardless of whether the CITY responds to the contact. Offerors that violate this policy shall be disqualified until the resulting Contract(s) are awarded, or all offers or responses are rejected and the solicitation is cancelled. If the CITY intends to reissue the same or a similar solicitation, submitters shall follow the Solicitation Transparency Policy as it exists in the Phoenix City Code, and shall follow the terms and conditions of the reissued solicitation.

1.13. LATE PROPOSALS NOT CONSIDERED Proposals received after the stipulated opening date and time will not be considered.

1.14. PREPARATION OF PROPOSAL

1.14.1. All forms provided in Section 7, Submittal, must be completed and submitted with your proposal. The signed and completed Solicitation Disclosure form must be included or your proposal may be deemed non-responsive. It is permissible to copy Section 7 forms if necessary. Erasures, interlineations, or other modifications of your proposal shall be initialed in original ink by the authorized person signing the offer. No proposal shall be altered, amended or withdrawn after the specified proposal due time and date. The CITY is not responsible for offeror’s errors or omissions. All time periods stated as a number of days shall be calendar days unless otherwise stated.

1.14.2. Offeror shall organize and submit their response (printed and electronic) according to the solicitation instructions.

1.14.3. It is the responsibility of all offerors to examine the entire solicitation and seek

clarification of any requirement that may not be clear and to check all responses for accuracy before submitting a proposal. Negligence in preparing a proposal confers no right of withdrawal after due date and time. Offerors are strongly encouraged to:

A. Consider applicable laws and/or economic conditions that may affect cost,

progress, performance, or furnishing of the products or services. B. Study and carefully correlate Offeror’s knowledge and observations with the

RFP document and other related data. C. Promptly notify the CITY of all conflicts, errors, ambiguities, or

discrepancies which an offeror has discovered in or between the RFP document and such other related documents.




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1.14.4. The CITY does not reimburse the cost of developing, presenting or providing

any response to this solicitation. Proposals submitted for consideration should be prepared simply and economically, providing adequate information in a straightforward and concise manner. The Offeror is responsible for all costs incurred in responding to this RFP. All materials and documents submitted become the property of the CITY and will not be returned.

1.14.5. Offerors are reminded that the specifications stated in the solicitation are the

minimum level required and that proposals submitted must be for services that meet or exceed the minimum level of all features specifically listed in this solicitation. Proposals offering less than the minimums specified are non-responsive and should not be submitted.

1.14.6. If provisions of the detailed specifications preclude an otherwise qualified

offeror from submitting a proposal, a written request for modification must be received by the Contact Person (see cover page) at least seven (7) calendar days prior to the proposal opening. The CITY may issue an addendum to this solicitation of any approved specification changes.

1.14.7. Unless the solicitation specifically allows, omissions or alterations of electronic

spreadsheet pricing sheets will be sufficient grounds for the CITY to consider your proposal to be non-responsive.

1.14.8. Award will be made on an “all or none” basis. Prices must be shown for each

item listed. Offers submitted without individual item prices listed may be considered as non-responsive and rejected.

1.14.9. Prices shall be submitted on a per unit basis by line item, when applicable. In

the event of a disparity between the unit price and extended price, the unit price shall prevail unless obviously in error.

1.14.10. Prices offered shall not include applicable state and local taxes. CITY will pay

all applicable taxes. For the purposes of determining the lowest cost, CITY will not take tax into consideration. Taxes must be listed as a separate item on all invoices.

1.14.11. Each Offeror shall specify payment terms in its proposal. See Section 7.2.

1.15. PROPOSAL GUIDELINES

The following guidelines are intended to promote equitable evaluation of competitive sealed proposals. 1.15.1. Proposals must be prepared in accordance with the instructions outlined in this

section and must include all of the information requested in this RFP. Noncompliance with RFP requirements may constitute a ground to eliminate the proposal from consideration of the Contract award.




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1.15.2. Each Offeror shall define the capability of his/her organization to meet the intended objectives of this RFP. Each Proposal must be specific and complete in every detail, prepared in a simple straightforward manner, with concise information on the Offeror’s capability to provide all services satisfactorily. The Offeror should emphasize completeness and clarity of content, and the proposal should enable the CITY to determine whether or not the Offeror can meet the CITY’s requirements without the need for any additional information or discussion. Cursory responses or responses that merely reiterate the contents of the RFP will be deemed non-responsive. Do not include marketing and sales-type information.

1.15.3. Each proposal must be signed by an individual authorized to bind the Offeror. 1.15.4. Each proposal must provide the name, title, address, e-mail address, and

telephone number of each person with authority to bind the Offeror contractually and the person who may be contacted during the proposal evaluation process.

1.16. PROPOSAL FORMAT

The written proposal shall be signed by an individual authorized to bind the Offeror. The proposal shall provide the name, title, address, e-mail address and telephone number of individuals with authority to contractually bind the company and who may be contacted during the period of the Contract. All fees quoted shall be firm and fixed in accordance with this solicitation’s Contract terms. Each response shall be:

1.16.1. Typewritten for ease of evaluation. 1.16.2. Submitted in an 8½ x 11-inch loose leaf three-ring binder preferably using

double-sided copying and at least 30% post-consumer content paper. 1.16.3. Signed by a representative of the Offeror authorized to contractually bind the

Offeror. 1.16.4. Submitted with the name(s), title, address, e-mail address, and telephone

number of the individual(s) authorized to negotiate a Contract with the City. 1.16.5. The proposal may not exceed 100 single-sided pages or 50 double-sided

pages, exclusive of price proposal, financial information, and other required forms in RFP Section 7. The cover letter is included in the maximum page limit. Each proposal package submitted must contain the following separately sealed portions:

Technical Proposal. Price Proposal and Financial Information. DBE Form – EOD-1, Statement of Outreach Commitment.




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1.17. TECHNICAL PROPOSALS

The Technical Proposal must be organized in a tabular format and divided by sections, in accordance with the outline below. If the Proposer fails to provide all data requested, the CITY may deem the Proposal non-responsive. Tab 1 - Introduction

1. A letter of introduction identifying the Proposer, including the name, title, address,

telephone number and e-mail address of the Proposer’s authorized representative, and signed by a representative authorized to bind the Proposer to the terms of the Proposal.

2. A statement indicating the number of days from the submitted date for which the

Proposal remains valid. The minimum number of days is two-hundred forty (240) calendar days.

3. A detailed Table of Contents of the Proposal. 4. A management summary providing an overview of the Proposal. Tab 2 - Understanding of Scope of Work and Transition Plan Required Components 1. Describe why the Proposer should be selected to perform the Contract. Describe the

Proposer’s value-added benefits, if any, beyond the requirements in the Scope of Work, which benefits would provide the CITY with a higher quality, safer, more efficient and more responsive operation.

2. Demonstrate the Proposer’s ability to support the frequency-based BRT service model, including the ability to run multiple modes of service along existing routes.

3. Start-Up and Transition Plan - Provide a comprehensive, detailed implementation

schedule and plan of how all transition and start-up tasks will be completed before commencement of service as well as perform the scope of work. This plan must include all of the key elements and resources necessary to guarantee uninterrupted services in advance of the Contract start date, to begin on July 1, 2018, and address the activities and procedures that will be followed to occupy the CITY-owned facility, assume control of the existing revenue fleet, and effectuate the transition of eligible incumbent personnel to a new employer (if necessary). The plan must include a detailed chronology/calendar and explanation of all major milestones listed. The start-up plan must also document recruitment and training schedules, acquisition of necessary equipment, permits, and licenses, and all other activities necessary to implement a successful transit-service program. Describe how Proposer will achieve continuous, reliable, safe and courteous fixed-route service during the transition period in order to meet the standard of service set forth in the RFP.




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4. Communications Program - Describe Proposer’s internal communications program detailing methods of communicating instructions to supervisors and operators as well as other staff and receiving and responding to communications from the CITY.

5. Customer-Relations Program - Describe Proposer’s customer-relations program,

detailing the proposed method of handling customer and resident complaints, commendations, and suggestions.

6. Safety Program - Describe all aspects of safety, including compliance with all written

plans, regulations and standards; investigation and reporting of all accidents and all other incidents; and training of all Proposer personnel. Emphasize training of bus operators, supervisors, mechanics and service island/utility personnel. Describe the elements of Proposer’s risk-control and safety program for this Contract.

7. Quality Control Plan - Describe all aspects of Proposer’s quality-control plan to

ensure that all Contract services meet the CITY’s specifications. The plan must include Proposer’s responsibility to oversee all services; identification, documentation, and resolution of deficiencies; corrective action; the process to prevent recurrent defective services; procedures to address and correct poor performance of working staff; identification of key quality-control and inspection personnel; the plan to interface with the CITY on a staffing level as well as through the various available technology solutions; control procedures for protection of the CITY’S property, facilities and equipment; and the specific records to be kept to comply with all requirements of the scope of work. Include a description of the Proposer’s plan to identify unfavorable trends and problem areas and independently develop and implement long-term solutions.

8. Collective Bargaining - Describe experience in administering and negotiating

collective bargaining agreements, including agreements under the 49 U.S.C. Sec. 5333(b), commonly known as 13(c), and its predecessor provisions.

9. Reporting and Control Systems – Describe in detail Proposer’s computerized

financial, accounting, work order, and vehicle maintenance and transit asset management system (see Section 5.5) and Proposer’s staffing and experience with these systems. Also describe Proposer’s approach to meet all CITY reporting requirements specified in the Scope of Work.

Tab 3 – Management Structure and Personnel This factor addresses the Proposer’s proposed organizational structure and staffing to effectively accomplish the Scope of Work. Required Components 1. Describe the proposed management structure, including an organizational chart, and

identify Key Personnel (see Section 3.7) and other senior staff/significant personnel. Include résumés for each of the Key Personnel, setting forth each person’s qualifications for the position. This description should include the project team record of working together on similarly sized assignments. Each Proposer shall




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provide evidence that each person identified in its proposal as filling a Key Personnel position is in fact committed to the project full time.

2. Include a statement explaining and establishing the Proposer’s ability to perform the

RFP scope and the terms of its proposal, including a description of the Proposer’s operations and maintenance capability and its methods and resources to perform the services described in this RFP. The statement should address any strategies or concepts the Proposer may have for enhancing service quality, reducing costs, or otherwise improving the productivity and performance of the services requested.

3. Describe the functional relationships, lines of authority and responsibility of

employees; procedures for sustaining trained and qualified personnel; and responsibilities and workload of each organizational element.

4. Include the Proposer’s plan for appropriately staffing and performing the services to

be provided under this RFP, including the number and identification (by title, position, or job classification) of personnel the Proposer intends to utilize to provide the services. Discuss foreseen challenges to maintaining adequate staffing and how those challenges will be mitigated. The Staffing Plan must demonstrate that the Proposer can hire and retain a sufficient number of qualified personnel to perform the services required. The Staffing Plan must list the individuals qualified to operate and maintain all vehicles, equipment and systems, including the various available or required technology solutions including but not limited to scheduling software, fareboxes, destination signs, and VMS. The Staffing Plan must also include:

Employee Retention Program. -- A description of the Proposer’s plan and

programs to promote employee motivation and retention, including the plan for adequate compensation and benefits, opportunities for advancement, and other means for promoting employee retention and preserving a stable workforce.

Employee Incentive Program. -- A description of the Proposer’s program for

rewarding outstanding employee performance and for enhancing the overall quality and performance of the workforce.

Employee Table - Provide a table at the end of this section identifying all

employees proposed for this RFP by the following employee major-classifications with any sub-classifications as determined by the proposer.

a. Management b. Supervision c. Operators d. Dispatching/Road Supervision e. Maintenance/Fueling/Cleaning f. Administration g. Miscellaneous




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5. Discuss Proposer’s ongoing road-supervision plan (see Section 5.4.8), including

staffing levels, specific responsibilities, vehicle availability, communications tactics with the CITY’s Operations Control Center, and supervision’s role in adhering to Contract performance standards.

6. Describe the hiring, training and re-training program for operators, road supervisors,

dispatchers, and mechanics. Provide an outline of the number of hours of training, by subject, to be received by employees in each job category. Also include specific training outlines for transition employees and proposed innovative training and re-training programs.

Tab 4 - Corporate Experience and Past Performance This factor addresses the Proposer’s relevant past and present performance of similar contracts. All references and information must be complete, current, supported, and transparent. Required Components 1. If Proposer is a partnership, list names and addresses of partners; if a corporation,

list names of officers and directors and state of incorporation. If Proposer is a joint venture, the proposal shall explain the structure of the proposed team and include a description of the proposed allocation of work, each joint-venture member’s equity-interest percentage in the joint venture, and the reporting relationships between members. In addition, the proposal must include an affirmation that each member agrees to be jointly and severally liable for performance of the Scope of Work.

2. List how many years Proposer has provided transit services. 3. List how many years Proposer has provided fixed-route transit service. 4. Describe previous experience on projects of similar size, scope and complexity and

the Proposer’s quality, timeliness and performance results for each project. Include in this area experience operating and maintaining fleets with similar fuel/propulsion systems.

5. List all agencies for which Proposer has performed fixed-route and related services

similar to the work described in the RFP during the past five (5) years. If applicable, include at least one reference from an agency for which you successfully transitioned fixed route service where you were not the incumbent. Include contact person, current telephone number, e-mail address, type and description of services provided, dates of service, and name of the client.

6. Describe significant accomplishments in contributing to the success of similar fixed-

route services.




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7. State the annualized number of Revenue Miles between accidents (preventable and non-preventable) for systems operated by Proposer for the most recent available year (an accident is defined as any incident that results in injury to any person, including staff, or damage to any property, including third-party property).

8. List citations received by and fines imposed on Proposer over the past five (5) years

for improper maintenance, operation of unsafe vehicles, or accidents caused by improper maintenance or other fault attributable to Proposer.

9. Describe the cause of each citation or fine and Proposer’s remedial action taken. 10. In the past five (5) years, has Proposer been asked to address allegations of adverse

past performance (e.g., by Cure Letter and/or Notice to Show Cause Letter) to which the Proposer has responded? If yes, provide a detailed description of the performance issues, Proposer’s response(s), and the remedies undertaken to correct the issues. Adverse past performance is defined as unsatisfactory or poor work or a less-than-satisfactory rating on any evaluation, or any unfavorable comment received from an agency without a formal rating system.

11. Has Proposer been terminated for breach of contract, convenience or cause during

the past five (5) years by any agency? If yes, please describe the circumstances in detail.

Tab 5 - Facilities/Equipment Experience The CITY will provide facility maintenance of all fixed assets owned by the CITY as defined in the Scope of Work. The Proposer will be responsible for maintaining, in good working order, all other facilities and equipment. This factor addresses these requirements. Required Components 1. Describe Proposer’s experience maintaining and operating transit facilities,

equipment and vehicles used in projects of similar size and scope, including facility locations, size and general make-up, and alternative-fuel vehicles and transit technology solutions.

2. Describe Proposer’s facility maintenance plans, including environmental

management of all transit related facilities and environmental emergency-response plans.

3. Describe the availability and sufficiency of maintenance and support equipment to

satisfactorily comply with all RFP requirements. 4. Specify the number, model, model year, and make of each type of non-revenue

transit vehicles that Proposer will provide for this Contract. 5. Describe Proposer’s transit-vehicle maintenance program specifically applicable to

CITY vehicles provided for this service, including preventive, corrective maintenance,




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standard and emergency components, and interior and exterior cleaning and graffiti abatement.

6. Describe Proposer’s understanding and proposed use of the facility and systems (i.e.

LNG/CNG fueling, fluid management system, etc.). 7. Describe Proposer’s approach to road-call management and resource allocations to

support the plan. Tab 6 – Required Submittal Forms (located in Section 7 of the RFP) Addenda Certification (7.3) Contract Disclosure Form (7.4) Debarment and Suspension Certificate (7.5) Buy America Certification (7.6) Lobbying Certification (7.7) DBE Form – EOD-1, Statement of Outreach Commitment (7.8) Offer Form (7.9)

1.18. PRICE PROPOSAL AND FINANCIAL INFORMATION The Offeror must complete and submit the following in a separate sealed envelope. Tab 1 – Price Proposal

Required Components 1. Proposal Excel forms according to the instructions in Section 7.1 of this RFP.

The Proposer shall provide a cost for each Contract year, as provided for in the Price Sheet Excel files, for performing all services described in the Scope of Work. The current service levels set forth in the Scope of Work are for proposal purposes and are subject to change should circumstances, as determined by the CITY, dictate. BRT, RAPID and Express Service are not currently being operated from the West Transit Facility.

2. Complete Section 7.2.

Tab 2 – Financial Information The CITY Auditor or other designated personnel will independently review this category. This category will not be scored but will be reviewed to determine the financial responsibility of the Proposer. Unless a Proposer’s financial responsibility can be fully verified and documented, the CITY will deem its proposal non-responsive. Each Proposer shall submit the following financial information with its Price Proposal and Financial Information. Required Components Proposals received without the required documents may be considered non-responsive.




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1. Disclose Proposer’s available operating capital for this project and its source, and

provide the amount of any financing proposed for the project, its source, and the repayment terms.

2. State whether any participant in the proposal has ever filed bankruptcy proceedings. If so, state the date, jurisdiction, amount of liabilities, and amount of assets. Provide this information on a separate statement with the heading "BANKRUPTCY INFORMATION.”

3. Provide detailed information regarding litigation, liens, or claims that exceed $10,000 and may result in litigation against any participant.

4. Provide audited financial statements of Proposer for the last three (3) years. If Proposer is a partnership, submit financial statements for each partner. The financial statements must be prepared in accordance with generally accepted accounting principles of the jurisdiction in which the Proposer is domiciled and which statements must be audited by an independent, certified public accountant. If audited statements are not available, the CITY may require Proposer to submit reliable financial information satisfactory to the CITY.

5. Provide a letter of commitment from a company authorized to write surety business in Arizona confirming that the Proposer can be bonded for the required amount. If submitting cash surety in lieu of a bond, submit a statement notifying the CITY and establishing the location and immediate availability of the cash.

6. Provide evidence of Proposer’s ability to obtain the specified amounts of insurance from an insurance company with an “A.M. Best” rating of not less than B+ VI authorized to do business in Arizona. Disclose intended deductible levels, if any. Disclose the number and amount of all claims paid by Proposer or its insurers in the last five (5) years. Demonstrate that Proposer’s financial capability is commensurate with required insurance limits and the proposed deductible levels.

7. Describe Proposer’s familiarity with the FTA Uniform Accounting and Reporting System of Accounts and with National Transit Database Reporting.

8. Provide a minimum of two bank credit references. Include name, title, and current telephone number.

1.19. OFFEROR EXCEPTIONS

The Offeror shall identify and list all exceptions to this RFP, including Attachment A –Draft Contract, by referring to the page number and the specific section or paragraph to which Offeror takes exception and stating the exception clearly and specifically. The Offeror shall provide a complete explanation of why the exception was taken, proposed alternate language, and what benefit would accrue to the CITY if it considered the exception. The Offeror shall list all exceptions in its technical proposal under the




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heading “Table of Exceptions to the RFP.” Exceptions that appear elsewhere in the Proposal are invalid and will not be considered. Consideration or acceptance of any exceptions falls entirely under the CITY’s discretion.

1.20. OFFEROR RIGHTS All materials submitted in response to this RFP will become the CITY’s property and, at the appropriate time, a matter of public record available for review pursuant to A.R.S. 39-121, et seq. If an Offeror believes that a specific section of its proposal is confidential, the Offeror shall mark the section “CONFIDENTIAL” and segregate it in a specific and clearly labeled section of the proposal. The Offeror shall state the basis for considering the marked section confidential, including the specific harm or prejudice that may result from disclosure. Once the procurement file becomes available for public inspection, the Procurement Officer will not make any information identified by the Offeror as "confidential" available to the public unless such information is necessary to support the evaluation process or is specifically requested in accordance with applicable public records law. When a public records request for such information is received, the CITY will promptly notify the party that provided the documents that a request or requirement to produce the documents has been received. Notice will be given as soon as practicable, and may include facsimile transmission, electronic mail and/or regular mail. Immediately upon notification, the document provider shall identify the documents that it desires to remain confidential. The document provider may then take such measures as it deems necessary, at the document provider’s sole cost and expense, to protect the documents against disclosure. If the document provider fails to obtain and provide to the CITY a court order prohibiting disclosure of the requested documents within seven (7) days after receiving notice of the request for disclosure, the CITY will deem the document provider to have consented to the disclosure, and the requested documents or information may be disclosed by the CITY.

1.21. PROPOSAL SUBMITTAL INSTRUCTIONS

1.21.1. Due Date and Address Proposals must be received on or prior to the exact time and date indicated in Section 1.3, Schedule of Events. Late proposals will not be considered. An Offeror mailing its proposal must allow sufficient mail delivery time to ensure that the CITY receives the proposal by the time and date specified. The prevailing clock shall be the date stamp clock on the front desk at the Proposal Submittal Location. Neither the CITY nor any CITY official or employee is responsible for proposals not properly addressed, identified and submitted. Proposals must be submitted in a sealed envelope or package and clearly marked with Offeror’s name, Offeror’s Address, RFP number, and title on the outside of the envelope or package. Proposals must be received at or sent by mail to:




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Elizabeth Kellim, Contracts Specialist II City of Phoenix Public Transit Department 302 North 1st Avenue, Suite 900 Phoenix, AZ 85003

1.21.2. Number of Proposals Submitted Each Offeror shall submit one original, four printed copies and four electronic copies searchable PDF format on CD or flash drive) of its technical proposal. The Offeror’s Price Proposal and Financial Information (see Section 1.18) must be submitted in a separate sealed envelope within the proposal package. This envelope must be clearly marked “Price Proposal and Financial Information.” Each Offeror shall submit one (1) original, two printed copies, and one electronic copy (PDF format on CD or flash drive) of this information and one Excel format of the Price Sheet. The submitted CDs and/or flash drives must contain electronic file copies of all proposal text, spreadsheets, and diagrams included in the original printed proposals.

1.22. OFFEROR CERTIFICATION By submission of a proposal, the Offeror certifies that it has not paid or agreed to pay any fee, commission, or other item of value contingent on the award of a Contract to any employee, official or current consultant of the CITY.

1.23. COVENANT AGAINST CONTINGENT FEES

The Offeror warrants that no person or selling agent has been employed or retained to solicit or secure the Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Offeror for the purpose of securing business. For breach or violation of this warranty, the CITY may annul the Contract without liability; in its discretion, the CITY may deduct from the Contract price the consideration paid; or the CITY may otherwise recover the full amount of the commission, brokerage or contingent fee.

1.24. MODIFICATION OR WITHDRAWAL OF PROPOSAL A proposal may not be modified, withdrawn or canceled by an Offeror for two-hundred forty (240) calendar days following the proposal submission deadline and, by submitting a proposal, each Offeror agrees to keep the proposal firm for that period of time. Proposals may be withdrawn, altered and/or resubmitted at any time before the submission deadline. Notice of withdrawal must be in writing and signed by the Proposer’s authorized representative. Written notice of withdrawal must be received before the Proposal due date and time. Facsimiles, telegraphic or mailgram withdrawals shall not be considered. Withdrawn Proposal(s) may be resubmitted before the submittal due date and time.




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1.25. PROPOSAL RESULTS

Proposals will be opened on the proposal due date, time and location indicated in Section 1.3, Schedule of Events. Proposals and other information received in response to the Request for Proposal shall be shown only to authorized CITY personnel having a legitimate interest in them or persons assisting the CITY in the evaluation. Proposals are not available for public inspection until after award recommendation has been posted on the CITY’s website. A record of the proposal opening will be posted on the Procurement Division’s website, https://www.phoenix.gov/finance/business-opportunities/bid-awards-and-recommendations within five (5) calendar days of the proposal opening. The information will be posted as it was read during the proposal opening. The CITY makes no guarantee as to the accuracy of any information on the record of proposal opening. Once the CITY has evaluated the proposals, an award recommendation will be posted on the website. No further notification will be provided to unsuccessful offerors.

1.26. EVALUATION COMMITTEE The CITY will appoint an Evaluation Committee. The Evaluation Committee may consist of CITY staff, staff from other CITY departments or transit agencies, and other persons. The Contracts Specialist II will chair the Evaluation Committee, serving in a non-voting capacity. The Evaluation Committee will evaluate proposals, establish the Competitive Range, and select the Offeror(s), if any, to receive the Contract award. The CITY may appoint a Technical Advisory Team to provide technical assistance to the Evaluation Committee. The Technical Advisory Team may consist of CITY staff, staff from other CITY departments or transit agencies, and other persons. The Technical Advisory Team will evaluate the technical portion of each proposal for compliance with the RFP specifications. The Technical Advisory Team will provide a summary of their technical review to the Evaluation Committee.

1.27. EVALUATION OF COMPETITIVE PROPOSALS This section describes the process by which proposals will be reviewed and evaluated and the Offeror(s) selected for a potential award. Evaluations will be made in strict accordance with all of the responsiveness, responsibility and evaluation criteria specified below. Subject to the CITY’s right to reject any or all proposals, the Evaluation Committee will recommend the Proposal(s) that is determined to be the most highly rated and most advantageous to the CITY. The RFP’s approach contemplates that proposals will first be evaluated to determine which ones are in the Competitive Range. The CITY may then discuss with Proposers and negotiate proposals in the Competitive Range, after which the CITY may request BAFOs. But the CITY may select a proposal for award without discussions or negotiations and without requesting BAFOs. 1.27.1. Clarifications

The CITY may request written clarifications for such purposes as information gathering or eliminating minor informalities in proposals. Clarifications shall not




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otherwise afford the Offerors the opportunity to alter or change their offers. 1.27.2. Exceptions and Determining Responsiveness

Offers will be reviewed for documentation of minimum qualifications, completeness, and compliance with the Solicitation requirements. The CITY reserves sole discretion to determine responsiveness and responsibility. By submitting a proposal, the Offeror accepts all of the Contract documents, except the conditions, exceptions, reservations or understandings that are explicitly, fully and separately stated and submitted in accordance with Section 1.19 “Offeror Exceptions.” The Contracts Specialist II, in consultation with legal counsel, will review only exceptions, conditions, reservations or understandings that are explicitly, fully and separately stated in a proposal to determine if one or more are acceptable. The Evaluation Committee will evaluate any conditions, exceptions, reservations or understandings that do not result in the rejection of the proposal.

Exceptions, conditions, reservations, or understandings are presumed to be unacceptable, unless explicitly accepted by the CITY. Proposal that includes unacceptable exceptions, conditions, reservations, or understandings may be rejected as non-responsive. Alternatively, the CITY in its sole discretion may instruct in writing that any Offeror remove the conditions, exceptions, reservations or understandings. If the Offeror fails to do so in writing, the CITY may determine the Proposal to be non-responsive.

1.27.3. Qualification of Responsible Offerors

By submitting a proposal, each Offeror represents and warrants (a) that the Offeror organization is duly formed and validly existing under the laws of Arizona; and (b) that the individual signing this proposal is authorized and empowered to bind the organization/individual on whose behalf the individual is signing (c) that the Offeror has thoroughly examined and familiarized itself with the work required under this RFP and (d) that the Offeror is capable of performing quality work to achieve the CITY’s objectives. An Offeror’s failure to read and/or understand any part of the RFP will not affect any provision of the RFP or of the Contract. Each Offeror is responsible to consider applicable laws that may affect cost, progress, performance, or furnishing the work. Offeror is liable for every item in the RFP and the Contract. Only those firms that seek and accept a demanding level of accountability should respond to this RFP. In determining responsibility, the CITY will consider the Offerors’ integrity, compliance with public policy, record of past performance, and financial and technical resources. To be found responsible, at a minimum, Offerors should meet all of the requirements set forth below.




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Responsibility Requirements Any Offeror whose proposal does not meet these requirements, as determined by the CITY, is not responsible, and the Offeror’s proposal will not be considered further in the evaluation process. The requirements, not listed in order of importance, are as follows. A. The Offeror shall possess and demonstrate the financial strength,

resources and capability to perform the Work and to complete the Contract in a satisfactory manner. This shall be demonstrated, in part, by documents required in Section 1.18.

B. The Offeror shall reasonably demonstrate evidence that its human and

physical resources are sufficient to meet the requirements of the Contract, as specified, and to ensure the level of service required, including sufficient personnel in the requisite disciplines and all necessary licenses, skills, experience and equipment to complete the Contract as required.

C. The Offeror shall demonstrate evidence of satisfactory past performance of

contracts of similar size, scope and complexity as evidenced by client references.

The final determination of an Offeror’s responsibility will be based upon the above and all information received during the evaluation process, at the CITY’s sole discretion. The CITY reserves the right to make additional inquiries as it deems necessary to establish the competence and financial stability of any Offeror submitting a proposal. The Offeror’s unreasonable failure to promptly supply information in connection with an inquiry with respect to responsibility may be grounds for a determination of non-responsibility with respect to such Offeror. This determination will be made based on the initial information in the proposal, interviews (if any), information in any best and final offer, any information at the CITY’s request, terminations for convenience or cause, contract breach lawsuits or notices of claim, information received from Offeror’s references including information about Offeror’s past history, and any other sources the City deems appropriate. A review of responsibility may occur up to Contract award. Award of the Contract resulting from the solicitation will not be made until any necessary investigation, which each Offeror agrees to permit by submitting its Offer, is made by the CITY as it deems necessary.

1.27.4. Detailed Evaluation of Proposals and Determination of Competitive Range The Evaluation Committee will perform and document its evaluation. During deliberations, the Evaluation Committee will reach a consensus score for each evaluation criterion except price. The Contracts Specialist II will score the price, which will be added to the overall consensus score. The overall




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consensus scores will determine the Offerors’ rankings and which proposals are within the Competitive Range.

Proposal Evaluation Criteria In accordance with the Administrative Regulation, 3.10, Competitive Sealed Proposal awards shall be made to the responsible offeror whose proposal is determined in writing to be the most advantageous to the CITY based upon the evaluation criteria listed below. The evaluation criteria will be used by the CITY to evaluate and rank proposals for the purposes of determining the Competitive Range and selecting a proposal for a potential award. The Evaluation Criteria are shown in the table in bold font; evaluation sub-factors are shown in bullet points beneath the criterion.

Evaluation Criteria (Max 1000 points) Points

A. Cost: The Proposer offering the lowest Total Transit Service Cost through the overall term of the Contract (base plus options) will receive the maximum points allocated for price. All other Proposers will receive points based on the mathematical relationship between their proposed price and the lowest Proposer’s price.

0-400 Pts

B. Qualifications Expertise and Experience: May include:

Demonstrated past and present performance. Experience operating a comparable work scope. Professional references (preferably with current clients). Safety record.

0-250 Pts

C. Understanding of Work Scope and Transition Plan May include:

Understanding of work scope and complexity of services contemplated in this RFP.

Strategies for enhancing service quality, productivity and performance.

Procedures for sustaining trained and qualified personnel. Approach to start-up system implementation and

operation, maintenance plan, safety and training plan. Appropriate labor distribution among activities. Proposed quality control plan throughout the term of the

Contract.

0-200 Pts

(cont’d)




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D. Proposed Management and Personnel: May include:

Qualifications and experience of Key Personnel assigned to this Contract.

Organizational structure and staffing to effectively accomplish the work required.

0-150 Pts

Sub-factors are examples of information that may be attributed to the Evaluation Criteria, but in no way limit the content the Evaluation Committee may consider under individual Evaluation Criterion. The Evaluation Committee will evaluate the entirety of the Technical Proposals’ content against the Evaluation Criteria above.

1.27.5. Proposals not within the Competitive Range

The CITY may notify Offerors of proposals that the CITY determined are not in the Competitive Range.

1.27.6. Discussions with Offerors in the Competitive Range

The CITY will notify each Offeror whose proposal is in the Competitive Range. Each Offeror so notified may be interviewed by the CITY and/or asked to discuss answers to written or oral questions or provide clarifications to any facet of its proposal. To the fullest extent permitted by law, during the evaluation process, the CITY will not provide any information, financial or otherwise, to any Offeror about other proposals received in response to this RFP. During discussions with Offerors in the Competitive Range, the CITY will not give Offerors specific prices or specific financial requirements that Offerors must meet to qualify for further consideration. But the CITY may state that proposed prices are too high with respect to the marketplace or otherwise unacceptable. Offerors will not be told of their relative rankings before Contract award.

Treatment of Conditions, Exceptions, Reservations or Understandings. If a

proposal in the Competitive Range contains conditions, exceptions, reservations or understandings to or about any Contract or Solicitation requirement as provided in Section 1.19 “Offeror Exceptions,” the CITY may discuss or negotiate the conditions, exceptions, reservations or understandings during these meetings. But the CITY in its sole discretion may reject any and all conditions, exceptions, reservations and understandings, and the CITY may instruct any Offeror to remove the conditions, exceptions, reservations or understandings. If the Offeror fails to do so, the CITY may determine the proposal is non-responsive, and the CITY may revoke its determination that the proposal is in the Competitive Range.




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1.27.7. Site Visits

The CITY reserves the right to inspect the Offeror’s facilities and/or other locations where the Offeror has supplied the same or similar services.

1.27.8. Best and Final Offers (BAFO)

BAFO is an option available for negotiations. Each Offeror in the Competitive Range may be afforded the opportunity to amend its proposal and submit a BAFO. The request for BAFOs will include the following:

A. Notice that discussions/negotiations are concluded. B. Notice that this is the opportunity to submit a written BAFO. C. A common date and time for submission of a BAFO by each Offeror in the

Competitive Range, allowing a reasonable opportunity to prepare BAFOs. D. Notice that if any modification to a BAFO is submitted, it must be received

by the date and time specified for receipt of BAFOs. E. Notice to Offerors that do not submit a notice of withdrawal or a BAFO that

their immediately previous proposal will be construed as their BAFO. If an Offeror’s BAFO modifies its initial proposal, the BAFO should include a “Change Log” identifying all modifications made to the proposal. The CITY will evaluate BAFOs based on the same requirements and criteria applicable to initial proposals. The CITY may adjust appropriately the initial scores for criteria that have been affected by proposal modifications made by a BAFO. Based on the criteria defined in Section 1.27.4., the CITY will then perform final scoring and prepare final rankings. The Evaluation Committee will recommend the proposal(s) that is determined to be the most highly rated and most advantageous to the CITY based on the evaluation criteria. The results of the evaluation and the selection of an Offeror(s) for any award will be documented in the solicitation file.

1.27.9. Award Recommendation The CITY reserves the right to make an award to an Offeror whose proposal it judges to be the most advantageous to the CITY based on the evaluation criteria, and to do so without conducting written or oral discussions with any Offeror and without soliciting BAFOs. Award(s) will be made to the responsive overall highest scoring offeror(s). If two or more finalists are tied, the finalist with the lowest cost will be awarded the Contract. Notwithstanding any other provision of this solicitation, CITY reserves the right to: (1) waive any immaterial defect or informality; or (2) reject any or all offers or portions thereof; or (3) reissue a solicitation.




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1.27.10. Debriefing

After Contract award, unsuccessful offerors will be notified and may request a debriefing.

1.28. COST JUSTIFICATION

In the event only one response is received, the CITY may require that the offeror submit a cost proposal in sufficient detail for the CITY to perform a cost/price analysis to determine if the offer price is fair and reasonable.

1.29. CITY RESERVATION OF RIGHTS The CITY reserves the right to cancel the RFP in whole or in part, in its sole discretion, at any time before the Contract is approved and fully executed on the CITY’s behalf. In addition, this RFP and any resulting Contract are subject to cancellation in accordance with A.R.S. 38-511. Any such cancellation is without cost to the CITY. The CITY reserves the right to reject any or all proposals, to undertake discussions with one or more Offerors, and to accept that proposal which, in its judgment, will be the best value and most advantageous to the CITY, considering all of the evaluation criteria.

1.30. CITY’S RIGHT TO DISQUALIFY FOR CONFLICT OF INTEREST CITY reserves the right to disqualify any Offeror on the basis of any real or apparent conflict of interest that is disclosed by the proposal submitted or any other data available to CITY. This disqualification is at the sole discretion of CITY. Any Offeror submitting a proposal herein waives any right to object now or at any future time, before any body or agency, including but not limited to, the City Council of the City of Phoenix or any court. Offerors are required to complete the Contract Disclosure Form (Section 7.4) and submit with their proposal.

1.31. EXECUTION OF AGREEMENT The “Draft Contract” included in the RFP as Attachment A will form the basis of any Contract between the CITY and the successful Proposer. The successful Proposer will be liable to perform all duties and obligations in the “Draft Contract” and any changes to the Contract. Within fifteen (15) calendar days of notice from the CITY that the Contract has been finalized, the successful Proposer shall sign and deliver the Contract to the CITY. CITY reserves the right to pursue any and all damages and remedies available to the CITY for service impacted directly or indirectly by Proposer’s delay in execution of the Contract.

1.32. PROTEST PROCESS Offeror may protest the contents of a solicitation no later than seven days before the solicitation deadline when the protest is based on an alleged mistake, impropriety or defect in the solicitation that is apparent. Protests filed regarding the solicitation may be addressed by an amendment to the solicitation, or denied by the CITY. If denied, the opening and award will proceed unless the CITY determines that it is in the CITY’s best interests to set new deadlines, amend the solicitation, cancel or re-bid. Therefore,




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unless otherwise notified by a formal amendment, the Protester must adhere to all solicitation dates and deadlines, including timely filing of an offer, regardless of filing a protest. Offeror may protest an adverse determination issued by the CITY, regarding whether the Offeror is responsible or its offer or response is responsive, within seven days of the date the Offeror was notified of the adverse determination. Offeror may protest an award recommendation if the Offeror can establish that it had a substantial chance of being awarded the Contract and will be harmed by the recommended award. Staff recommendations to award the Contract(s) to a particular Offeror shall be posted on the CITY’s website. Offeror must submit such a protest within seven days after the posting of the award recommendation, with exceptions only for good cause shown, within the City’s full and final discretion. All protests shall be in writing, filed with the Procurement Officer identified in the solicitation and include the following: A. Identification of the solicitation number; B. The name, address and telephone number of the protester; C. A detailed statement describing the legal and factual grounds for the protest, including copies of relevant documents; D. The form of relief requested; and E. The signature of the Protester or its authorized representative. The Procurement Officer will render a written decision within a reasonable period of time after the protest is filed. The CITY will not request City Council authorization to award the Contract until the protest process is completed. All protests and appeals must be submitted in accordance with the CITY’s Procurement Code (Phoenix City Code, Ch. 43) and Administrative Regulation 3.10 and any protests or appeals not submitted within the time requirements will not be considered. For this RFP, protests shall be filed with the Procurement Officer, Elizabeth Kellim (email: [email protected]). The Procurement Officer’s decision on a protest is final and binding. But the protester may appeal the decision as permitted in the CITY’s protest procedure and may appeal further to the FTA for procurements funded in whole or in part with FTA funds in accordance with FTA requirements. The protester must exhaust its administrative remedies by pursuing the CITY’s protest procedure to completion before appealing the CITY’s decision to FTA. FTA’s review of protests is limited to: The CITY’s failure to follow its protest procedures or its failure to review a complaint

or protest; or Violations of federal law or regulations.




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An appeal to FTA must be received by the appropriate FTA Regional Office or FTA Headquarters within five working days of the date the Protestor learned or should have learned of an adverse decision by the CITY or any other basis of appeal to FTA.

Section II – Standard Terms and Conditions



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2.1. DEFINITION OF KEY WORDS USED IN THE SOLICITATION

Shall, Will, Must: Indicates a mandatory requirement. Failure to meet these mandatory requirements may result in the rejection of the proposal as non-responsive.

Should: Indicates something that is recommended but not mandatory. If the Offeror fails to provide recommended information, the City may, at its sole option, ask the Offeror to provide the information or evaluate the offer without the information.

May: Indicates something that is not mandatory but permissible. For purposes of this solicitation, the following definitions shall apply:

“ADA” Americans with Disabilities Act Amendments Act of 1990 “A.R.” City of Phoenix Administrative Regulation “A.R.S.” Arizona Revised Statute “Authorized Signee” The person who is executing the Contract for the Proposer

and is authorized to bind the Proposer. “Automated Passenger Counter (APC)”

An automated means of counting boarding and alighting passengers.

“Broker, Packager, Jobber” A firm that is not a manufacturer or regular dealer as defined Manufacturer’s Representative, herein and whose role is limited to that of an extra participant in a transaction, contract or project through which fund are passed in order to obtain services, materials, equipment or product.

“Buyer or Procurement Officer” City of Phoenix staff person responsible for the solicitation. The CITY employee or employees who have specifically been designated to act as a contact person or persons to the Contractor, and responsible for ensuring compliance with the terms of the Contract. The Procurement Officers for this solicitation are Elizabeth Kellim and Kim Hayden.

"City" The City of Phoenix "Contractor" The individual, partnership, or corporation who, as a result of

the competitive process, is awarded a Contract by the City of Phoenix.

"Contract/Agreement" The legal agreement executed between the City of Phoenix, AZ and the Contractor.

“Contract Administrator” The CITY employee responsible for monitoring and overseeing the Contractor’s performance and ensuring compliance with the terms of the Contract.

“Days” Means calendar days unless otherwise specified. “Deadhead (Miles and Hours)” The miles and hours that a vehicle travels when out of

revenue service. “Employer” Any individual or type of organization that transacts business

in this state, that has a license issued by an agency in this state and employs one or more employees in this state. Employer includes this state, any political subdivision of this




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state and self-employed persons. In the case of an independent contractor, employer means the independent contractor and does not mean the person or organization that uses contract labor. (A.R.S. 23-211).

“EPA” Environmental Protection Agency. “Fiscal Year” A year that begins on July 1 and ends in the following year on

June 30. “Fixed Route Services” Services provided on a repetitive, fixed schedule basis along a

specific route with vehicles stopping to pick-up and deliver passengers to specific locations; each fixed route trip serves the same origins and destinations.

“FTA” Federal Transit Administration. “Headway” The time interval between vehicles moving in the same

direction on a particular route. “Layover / Recovery Time” The hours scheduled at the end of the route before the

departure time of the next trip. “Manufacturer” A firm that operates or maintains a factory or establishment

that produces on the premises, the materials, supplies, articles or equipment required under the Contract.

“Missed Trip” A trip that is not fifty percent (50%) completed, is later than the next scheduled trip, or is more than thirty (30) minutes late to its scheduled destination.

“Non-Revenue Transit Vehicle” A vehicle that is used to support transit services but is not used for Revenue Service.

“Offer or Proposal” Means proposal. “Offeror or Proposer” Any person or firm submitting a competitive proposal in

response to a solicitation such as a Request for Proposals (RFP).

“Operators” The personnel (other than security agents) scheduled to be aboard vehicles in revenue operations.

“Passenger Fares” The revenue earned from carrying passengers in regularly scheduled and demand response services.

“Performance” The ability of a Proposer to comply with the required Scope of Work and specifications and to function in a reliable and otherwise satisfactory manner under actual operating conditions. Also, the ability of a Proposer to comply, during the expected Contract life, with all contractual terms and conditions specified in this RFP.

“Phoenix Public Transit” A department within the City of Phoenix that owns and operates transit service for the CITY; the largest member of the regional transit system (Valley Metro).

“Preventative Maintenance Costs” All the activities, supplies, materials, labor, services, and associated costs required to preserve or extend the functionality and serviceability of the asset in a cost effective manner, up to and including the current state of the art for maintaining such asset.




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“Public Transit Director” The person who has the capacity to execute the Contract for the CITY and has complete and final authority except as limited herein.

“Revenue Hour” The hours operated when a vehicle is available to the general public and there is an expectation of carrying passengers who directly pay fares, are subsidized by public policy, or provide payment through some contractual arrangement. Revenue service excludes deadhead, vehicle maintenance testing, and special event service.

“Revenue Mile” The miles operated when a vehicle is available to the general public and there is an expectation of carrying passengers who directly pay fares, are subsidized by public policy, or provide payment through some contractual arrangement. Revenue service excludes deadhead, vehicle maintenance testing, and special event service.

“Solicitation” Means a Request for Proposals. “Suppliers” Firms, entities or individuals furnishing goods or services

directly to the City. “Vehicle Hours (Miles)” The hours (miles) that a vehicle is scheduled to or actually

travels from the time it pulls out from its garage to go into revenue service to the time it pulls in from revenue service. It is often called “platform time.”

“Vendor or Seller” A seller of goods or services. “Work/Service” Any and all of the labor, material, services, supervision, tools,

machinery, equipment, supplies, facilities, and support used by the Contractor in accordance with achieving the specification or requirements for which the CITY has contracted with the Contractor as called for by the Contract and necessary to the completion thereof.

“Working Days” Normal business days of CITY offices, unless otherwise specifically noted.

2.2. CONTRACT INTERPRETATION

2.2.1. APPLICABLE LAW

This Agreement is executed and delivered in the state of Arizona, and the substantive laws of Arizona (without reference to choice-of-law principles) govern the Agreement’s interpretation and enforcement. Any action to interpret or enforce this Agreement must be commenced and maintained in the state or federal courts of the state of Arizona, Maricopa County.

2.2.2. ORGANIZATION – EMPLOYMENT DISCLAIMER The Agreement resulting hereunder is not intended to constitute, create, give rise to or otherwise recognize a joint venture agreement or relationship, partnership or formal business organization of any kind, and the rights and obligations of the parties shall be only those expressly set forth in the agreement. The parties agree that no persons supplied by the Contractor in the performance of




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Contractor’s obligations under the agreement are considered to be CITY’s employees and that no rights of CITY civil service, retirement or personnel rules accrue to such persons. The Contractor shall have total responsibility for all salaries, wage bonuses, retirement, withholdings, workmen’s compensation, occupational disease compensation, unemployment compensation, other employee benefits and all taxes and premiums appurtenant thereto concerning such persons, and shall save and hold the CITY harmless with respect thereto.

2.2.3. NON-WAIVER OF LIABILITY

The City of Phoenix as a public entity supported by tax monies, in execution of its public trust, cannot agree to waive any lawful or legitimate right to recover monies lawfully due it. Therefore, any Contractor agrees that it will not insist upon or demand any statement whereby the CITY agrees to limit in advance or waive any right the CITY might have to recover actual lawful damages in any court of law under applicable Arizona law.

2.2.4. INTEGRATION The ultimate Agreement constitutes the full and complete understanding and agreement of the parties and supersedes all prior understandings, agreements, discussion, proposals, bids, negotiations, communications, and correspondence, whether oral or written. Neither party has made any representation, promise, inducement or statement of intention that is not embodied in this Agreement and neither party is bound by or liable for any matter not in the Agreement.

2.3. CONTRACT ADMINISTRATION AND OPERATION

2.3.1. RECORDS

All records will be handled pursuant to the terms of the Agreement.

2.3.2. PUBLIC RECORD All offers submitted in response to this solicitation shall become the property of the CITY and become a matter of public record available for review pursuant to the Phoenix City Code and Arizona state law. If an offeror believes that a specific section of its offer is confidential, the offeror shall mark the section “CONFIDENTIAL” and isolate the pages marked confidential in a specific and clearly labeled section of the offer. The offeror shall include a written statement as to the basis for considering the marked pages confidential, including the specific harm or prejudice that may result from disclosure. Once the procurement file becomes available for public inspection, the Procurement Officer will not make any information identified by the offeror as “confidential" available to the public unless such information is necessary to support the evaluation process or is specifically requested in accordance with applicable public records law. When a public records request for such information is received, the CITY will promptly notify the party that provided the documents that a request or requirement to produce the documents has been received. Notice will be given as soon as practicable, and may include facsimile




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transmission, electronic mail and/or regular mail. Immediately upon notification, the document provider shall identify the documents that it desires to remain confidential. The document provider may then take such measures as it deems necessary, at the document provider’s sole cost and expense, to protect the documents against disclosure. If the document provider fails to obtain and provide to the CITY a court order prohibiting disclosure of the requested documents within seven (7) days after receiving notice of the request for disclosure, the CITY will deem the document provider to have consented to the disclosure, and the requested documents or information may be disclosed by the CITY.

2.3.3. CONFIDENTIALITY AND DATA RECORD

All data, regardless of form, including originals, images and reproductions, prepared by, obtained by, or transmitted to Contractor or its subcontractors in connection with this Contract is confidential, proprietary information owned by the CITY. Except as specifically provided in this Contract, the Contractor and its subcontractors shall not disclose data generated in the performance of the service to any third person without the prior written consent of the City Manager, or his/her designee. Personal identifying information, financial account information, or restricted CITY information, whether electronic format or hard copy, must be secured and protected at all times, in accordance with federal, state and local law and, if applicable, in compliance with Payment Card Industry Data Security Standards, to avoid unauthorized access. At a minimum, Contractor must encrypt and/or password protect electronic files. This includes data saved to laptop computers, computerized devices or removable storage devices. When personal identifying information, financial account information, or restricted CITY information, regardless of its format, is no longer necessary, the information must be redacted or destroyed through appropriate and secure methods that ensure the information cannot be viewed, accessed or reconstructed. In the event that data collected or obtained by the Contractor in connection with this Agreement is believed to have been compromised, Contractor shall notify the Information Security and Privacy Office (ISPO) immediately. Contractor agrees to reimburse the City for any costs incurred by the CITY to investigate potential breaches of this data and, where applicable, the cost of notifying individuals who may be impacted by the breach. Contractor agrees that the requirements of this section shall be incorporated into all subcontractor agreements entered into by the Contractor. It is further agreed that a violation of this section shall be deemed to cause irreparable harm justifies injunctive relief in court. A violation of this section may result in immediate termination of this agreement without notice. The obligations of Contractor under this section shall survive the termination of this Agreement.




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2.3.4. DISCRIMINATION PROHIBITED Contractor agrees to abide by the provisions of the Phoenix City Code Chapter 18, Article V as amended. Any supplier/lessee in performing under this Contract shall not discriminate against any worker, employee or applicant, or any member of the public, because of race, color, religion, sex, national origin, age or disability nor otherwise commit an unfair employment practice. The supplier and/or lessee shall take action to ensure that applicants are employed, and employees are dealt with during employment without regard to their race, color, religion, sex, or national origin, age or disability and adhere to a policy to pay equal compensation to men and women who perform jobs that require substantially equal skill, effort and responsibility, and that are performed within the same establishment under similar working conditions. Such action shall include but not be limited to the following: Employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training; including apprenticeship. The supplier further agrees that this clause will be incorporated in all subcontracts with all labor organizations furnishing skilled, unskilled and union labor, or who may perform any such labor or services in connection with this Contract. Supplier/lessee further agrees that this clause will be incorporated in all subcontracts, job-consultant agreements or subleases of this agreement entered into by supplier/lessee.

2.3.5. EQUAL EMPLOYMENT OPPORTUNITY AND PAY

In order to do business with the CITY, CONTRACTOR must comply with Phoenix City Code, 1969, Chapter 18, Article V, as amended, Equal Employment Opportunity Requirements. CONTRACTOR will direct any questions in regard to these requirements to the Equal Opportunity Department, (602) 262-6790.

CONTRACTOR, in performing under this Contract, shall not discriminate against any worker, employee or applicant, or any member of the public, because of race, color, religion, sex, national origin, age, or disability, nor otherwise commit an unfair employment practice. CONTRACTOR will ensure that applicants are employed, and employees are dealt with during employment without regard to their race, color, religion, sex, national origin, age, or disability, and shall adhere to a policy to pay equal compensation to men and women who perform jobs that require substantially equal skill, effort, and responsibility, and that are performed within the same establishment under similar working conditions. Such action shall include but not be limited to the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training; including apprenticeship. CONTRACTOR further agrees that this clause will be incorporated in all subcontracts with all labor organizations furnishing skilled, unskilled and union labor, or who may perform any such labor or services in connection with this Contract. CONTRACTOR further agrees that this clause will be incorporated in all subcontracts, job-contractor agreements or subleases of




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this Contract entered into by supplier/lessee. CONTRACTOR further agrees not to discriminate against any worker, employee or applicant, or any member of the public, because of sexual orientation or gender identity or expression and shall ensure that applicants are employed, and employees are dealt with during employment without regard to their sexual orientation or gender identity or expression.

2.3.6. LEGAL WORKER REQUIREMENTS The City of Phoenix is prohibited by A.R.S. § 41-4401 from awarding a Contract to any Contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A). Therefore, Contractor agrees that:

A. Contractor and each subcontractor it uses warrants their compliance with all

federal immigration laws and regulations that relate to their employees and their compliance with § 23-214, subsection A.

B. A breach of a warranty under paragraph A shall be deemed a material breach of the Contract that is subject to penalties up to and including termination of the Contract.

C. The City of Phoenix retains the legal right to inspect the papers of any Contractor or subcontractor employee who works on the Contract to ensure that the Contractor or subcontractor is complying with the warranty under paragraph A.

2.3.7. LICENSES AND PERMITS

Contractor shall keep current Federal, State, and local licenses and permits required for the operation of the business conducted by the Contractor as applicable to this Contract.

2.3.8. ADVERTISING Contractor shall not advertise or publish news releases concerning this Contract without the prior written consent of the Public Transit Director, and the CITY will not unreasonably withhold permission.

2.3.9. EXCLUSIVE POSSESSION All services, information, computer program elements, reports, and other deliverables which may be created under this Contract are the sole property of the City of Phoenix and shall not be used or released by the Contractor or any other person except with prior written permission by the CITY.

2.3.10. HEALTH, ENVIRONMENTAL AND SAFETY REQUIREMENTS

The Contractor’s products, services and facilities shall be in full compliance with all applicable Federal, State and local health, environmental and safety laws, regulations, standards, codes and ordinances, regardless of whether or not they are referred to by the CITY. At the request of CITY representatives, the Contractor shall provide the CITY:




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Environmental, safety and health regulatory compliance documents (written safety programs, training records, permits, etc.) applicable to services provided by the Contractor in this Contract

A list of all federal, state, or local (EPA, OSHA, Maricopa County, etc.) citations or notice of violations issued against their firm or their subcontractors including dates, reasons, dispositions and resolutions.

The CITY shall have the right, but not the obligation to inspect the facilities, transportation vehicles or vessels, containers and disposal facilities provided by the Contractor or subcontractor. The CITY shall also have the right to inspect operations conducted by the Contractor or subcontractor in the performance of this agreement. The CITY further reserves the right to make unannounced inspections of the Contractor’s facilities (during normal business hours).

2.3.11. COMPLIANCE WITH LAW Contractor warrants that it shall comply with all federal, state and local laws and ordinances and all lawful orders, rules and regulations applicable to the Agreement.

2.3.12. NO ISRAEL BOYCOTT

By entering into this Contract, the Contractor certifies that it is not currently engaged in, and agrees for the duration of the Contract to not engage in, a boycott of Israel.

2.3.13. CONTINUATION DURING DISPUTES Contractor agrees that notwithstanding the existence of any dispute between the parties, insofar as is possible, under the terms of the Contract, the Contractor shall continue to perform the obligations required of Contractor during the continuation of any such dispute unless enjoined or prohibited by an Arizona Court of competent jurisdiction.

2.3.14. EMERGENCY PURCHASES The CITY reserves the right to purchase from other sources those items which are required on an emergency basis and cannot be supplied immediately by the Contractor.

2.3.15. STRICT PERFORMANCE Failure of either party to insist upon the strict performance of any item or condition of the Contract or to exercise or delay the exercise of any right or remedy provided in the Contract, or by law, or the acceptance of materials or services, obligations imposed by this Contract or by law shall not be deemed a waiver of any right of either party to insist upon the strict performance of the Contract.




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2.4. COSTS AND PAYMENTS

2.4.1. PAYMENT TERMS

Vendors must choose an option in Section 7.2; however, if a box is not checked, the City will default to 0% - net 45 days.

2.4.2. GENERAL Any prompt payment terms offered must be clearly noted by the Contractor on all invoices submitted to the CITY for the payment of goods or services received. The CITY will make every effort to process payment for the purchase of material or services within thirty to forty-five calendar days after receipt of a correct invoice, unless a good faith dispute exists to any obligation to pay all or a portion of the account. Payment terms are specified in the Offer.

2.4.3. PAYMENT DEDUCTION OFFSET PROVISION Contractor acknowledges that the City Charter requires that no payment be made to any Contractor as long as there is an outstanding obligation due to the CITY. Contractor agrees that any obligation it owes to the CITY will be offset against any payment due to the Contractor from the CITY.

2.4.4. LATE SUBMISSION OF CLAIM BY CONTRACTOR The CITY will not honor any invoices or claims which are tendered one (1) year after the last item of the account accrued.

2.4.5. DISCOUNTS Payment discounts will be computed consistent with the provisions of Section 7.2.

2.4.6. NO ADVANCE PAYMENTS Advance payments are not authorized. Payment will be made only for actual services or commodities that have been received.

2.4.7. FUND APPROPRIATION CONTINGENCY Contractor recognizes that any agreement entered into shall commence upon the day first provided and continue in full force and effect until termination in accordance with its provisions. Contractor and the CITY herein recognize that the continuation of any contract after the close of any given fiscal year of the City of Phoenix, which fiscal year ends on June 30 of each year, shall be subject to the approval of the budget of the City of Phoenix providing for or covering such contract item as an expenditure therein. The CITY does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of the budget.

2.4.8. MAXIMUM PRICES The CITY shall not be invoiced at prices higher than those stated in any contract resulting from this proposal. Offeror certifies, by signing this proposal that the prices offered are no higher than the lowest price the Offeror charges other




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buyers for similar quantities under similar conditions. Offeror further agrees that any reductions in the price of the goods or services covered by this offer and occurring after award will apply to the undelivered balance. The Contractor shall promptly notify the CITY of such price reductions.

2.5. CONTRACT CHANGES

2.5.1. CONTRACT AMENDMENTS Contract amendments are detailed in Attachment A - Draft Contract.

2.5.2. ASSIGNMENT – DELEGATION The parties agree that if another publicly funded transportation agency desires to provide the service described in this Agreement, CITY may, after consultation with CONTRACTOR, assign all of its rights and obligations under the Agreement to the agency. If such an assignment is made, CITY may assign its FTA Section 13(c) obligations to any successor publicly funded transportation agency, and upon such assignment CITY is released and discharged from further Section 13(c) obligations. If such an assignment occurs, all of CITY’s duties and obligations will be assumed by any successor publicly funded transportation agency, and CITY will ensure that the agency assumes these duties and obligations as a condition of the assignment. CONTRACTOR shall not assign without the prior written consent of CITY, and any attempt to assign the Agreement without prior written consent is void. This Agreement extends to and is binding upon the parties’ respective heirs, successors, legal representatives and assigns.

2.5.3. NON-EXCLUSIVE CONTRACT Any contract resulting from this Solicitation will be awarded with the understanding and agreement that it is for the sole convenience of the CITY. The CITY reserves the right to obtain like goods or services from another source when necessary.

2.6. RISK OF LOSS AND LIABILITY

2.6.1. TITLE AND RISK OF LOSS The title and risk of loss of material or service shall not pass to the CITY until the CITY actually receives the material or service at the point of delivery; and such loss, injury, or destruction shall not release seller from any obligation hereunder.

2.6.2. ACCEPTANCE

All material or service is subject to final inspection and acceptance by the CITY. Material or service failing to conform to the specifications of this Contract shall be held at Contractor's risk and may be returned to the Contractor. If so returned, all costs are the responsibility of the Contractor. Noncompliance shall conform to the cancellation clause set forth in this document.




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2.6.3. INDEMNIFICATION – PATENT, COPYRIGHT AND TRADEMARK

The Contractor shall indemnify and hold harmless the CITY against any liability, including costs and expenses, for infringement of any patent, trademark or copyright or other proprietary rights of any third parties arising out of Contract performance or use by the CITY of materials furnished or work performed under this Contract. The Contractor agrees upon receipt of notification to promptly assume full responsibility for the defense of any suit or proceeding which is, has been, or may be brought against the City of Phoenix and its agents for alleged infringement, as well as for the alleged unfair competition resulting from similarity in design, trademark or appearance of goods by reason of the use or sale of any goods furnished under this Contract and the Contractor further agrees to indemnify the CITY against any and all expenses, losses, royalties, profits and damages including court costs and attorney’s fees resulting from the bringing of such suit or proceedings including any settlement or decree of judgment entered therein. The CITY may be represented by and actively participate through its own counsel in any such suit or proceedings if it so desires. It is expressly agreed by the seller that these covenants are irrevocable and perpetual.

2.6.4. FORCE MAJEURE Except for payment of sums due, neither party shall be liable to the other nor deemed in default under this Contract if and to the extent that such party's performance of this Contract is prevented by reason of force majeure. The term "force majeure" means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence. Force majeure shall not include late performance by a subcontractor unless the delay arises out of a force majeure occurrence in accordance with this force majeure term and condition. If either party is delayed at any time in the progress of the work by force majeure, the delayed party shall notify the other party in writing of such delay, as soon as is practical, of the commencement thereof and shall specify the causes of such delay in such notice. Such notice shall be hand-delivered or mailed certified-return receipt and shall make a specific reference to this provision, thereby invoking its provisions. The delayed party shall cause such delay to cease as soon as practicable and shall notify the other party in writing when it has done so. The time of completion shall be extended by Contract modification for a period of time equal to the time that results or effects of such delay prevent the delayed party from performing in accordance with this Contract.

2.6.5. LOSS OF MATERIALS The CITY does not assume any responsibility, at any time, for the title and risk, or protection of or for loss of materials or services, from the time that the Contract operations have commenced until the final written acceptance of the work by the CITY.




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2.6.6. CONTRACT PERFORMANCE See Special Terms and Conditions.

2.6.7. DAMAGE TO CITY PROPERTY

Contractor shall perform all work so that no damage to the building or grounds results. Contractor shall repair any damage caused to the satisfaction of the CITY at no cost to the CITY. Contractor shall take care to avoid damage to adjacent finished materials that are to remain. If finished materials are damaged, Contractor shall repair and finish to match existing material as approved by the CITY at Contractor's expense.

2.7. WARRANTIES

2.7.1. GUARANTEE Unless otherwise specified, all items shall be guaranteed for a minimum period of one (1) year from date of acceptance by the CITY against defects in material and workmanship. At any time during that period, if a defect should occur in any item that item shall be replaced or repaired by the Contractor at no obligation to the CITY except where it be shown that the defect was caused by misuse and not by faulty design.

2.7.2. QUALITY Contractor expressly warrants that all goods or services furnished under this Contract shall conform to the specifications, appropriate standards, and will be new and free from defects in material or workmanship. Contractor warrants that all such goods or services will conform to any statements made on the containers or labels or advertisements for such goods, or services, and that any goods will be adequately contained, packaged, marked and labeled. Contractor warrants that all goods or services furnished hereunder will be merchantable, and will be safe and appropriate for the purpose which goods or services of that kind are normally used. If Contractor knows or has reason to know the particular purpose for which CITY intends to use the goods or services, Contractor warrants that goods or services furnished will conform in all respect to samples. Inspection, test, acceptance of use of the goods or services furnished hereunder shall not affect the Contractor’s obligation under this warranty, and such warranties shall survive inspection, test, acceptance and use. Contractor’s warranty shall run to CITY, its successors, and assigns.

2.7.3. RESPONSIBILITY FOR CORRECTION It is agreed that the Contractor shall be fully responsible for making any correction, replacement, or modification necessary for specification or legal compliance. In the event of any call back, Contractor agrees to give the CITY first priority. Contractor agrees that if the product or service offered does not comply with the foregoing, the CITY has the right to cancel the purchase at any time with full refund within 30 calendar days after notice of non-compliance and Contractor




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further agrees to be fully responsible for any consequential damages suffered by the CITY.

2.7.4. LIENS Contractor shall hold the CITY harmless from claimants supplying labor or materials to the Contractor or his subcontractors in the performance of the work required under this Contract. Contractor shall provide written certification that all liens against materials and labor have been satisfied, before the CITY will make payment.

2.7.5. QUALITY STANDARDS OF MATERIAL AND SERVICES If desired by the CITY, items/services offered shall be subjected to testing, dissection or analysis by a recognized testing laboratory or consultant selected by the CITY to determine that the material(s) offered conform to the solicitation specifications. The cost of testing, dissection or analysis shall be borne by the offeror.

2.7.6. REPAIR AND REPLACEMENT PARTS Repair or replacement parts for existing equipment may be accomplished by the Contractor using other than original equipment manufacturers (OEM) parts. However, all parts or equipment furnished must be equal or exceed that of the original equipment manufacturer(s) in material and warranty.

2.7.7. WORKMANSHIP Where not more specifically described in any of the various sections of these specifications, workmanship shall conform to all of the methods and operations of best standards and accepted practices of the trade or trades involved, and shall include all items of fabrication, construction or installation regularly furnished or required for completion of the services. All work shall be executed by personnel skilled in their respective lines of work.

2.8. CITY’S CONTRACTUAL RIGHTS

2.8.1. RIGHT TO ASSURANCE Whenever one party to this Contract in good faith has reason to question the other party's intent to perform, the former party may demand that the other party give a written assurance of this intent to perform. In the event that a demand is made and no written assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of this Contract.

2.8.2. NON-EXCLUSIVE REMEDIES The rights and remedies of the CITY under this Contract are non-exclusive.

2.8.3. DEFAULT IN ONE INSTALLMENT TO CONSTITUTE BREACH Each installment or lot of the agreement is dependent on every other installment or lot and a delivery of non-conforming goods or a default of any nature under one installment or lot will impair the value of the whole agreement and constitutes a total breach of the agreement as a whole.




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2.8.4. ON TIME DELIVERY

Because the CITY is providing services which involve health, safety and welfare of the general public, delivery time is of the essence. Delivery and installation must be made in accordance with the delivery schedule promised by the Offeror.

2.8.5. DEFAULT In case of default by the Contractor, the CITY may, by written notice, cancel this Contract and repurchase from another source and may recover the excess costs by (1) deduction from an unpaid balance due; (2) collection against the Offer and/or performance bond, or (3) a combination of the aforementioned remedies or other remedies as provided by law.

2.8.6. COVENANT AGAINST CONTINGENT FEES

Contractor warrants that no person or selling agent has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employers or bona fide established commercial or selling agencies maintained by the seller for the purpose of securing business. For breach or violation of this warranty, the CITY shall have the right to annul the Contract without liability or in its discretion to deduct from the Contract price a consideration, or otherwise recover the full amount of such commission, brokerage or contingent fee.

2.8.7. COST JUSTIFICATION See Solicitation Instructions.

2.8.8. WORK PRODUCT, EQUIPMENT AND MATERIALS All work product, equipment, or materials created or purchased under this Contract belongs to the CITY and must be delivered to the CITY at CITY’s request upon termination of this Contract. Contractor agrees that all materials prepared under this Contract are “works for hire” within the meaning of the copyright laws of the United States and assigns to CITY all rights and interests Contractor may have in the materials it prepares under this Contract, including any right to derivative use of the material.

2.9. CONTRACT TERMINATION

2.9.1. GRATUITIES The CITY may, by written notice to the Contractor, cancel this Contract if it is found that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor, to any officer or employee of the CITY making any determinations with respect to the performing of such contract. In the event this Contract is canceled by the CITY pursuant to this provision, the CITY shall be entitled, in addition to any other rights and remedies, to recover or withhold from the Contractor the amount of the gratuity.




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2.9.2. CONDITIONS AND CAUSES FOR TERMINATION

The conditions and causes for termination are those that are listed in the Agreement and within this RFP.

2.9.3. CONTRACT CANCELLATION All parties acknowledge that this Contract is subject to cancellation by the City of Phoenix pursuant to the provision of Section 38-511, Arizona Revised Statutes.

2.9.4. OPPORTUNITY TO CURE Prior to termination for Default, Breach, or Cause and CITY’s right to terminate, the CITY, after consultation with Contractor, will deliver to Contractor a Notice to Cure and allow Contractor thirty (30) calendar days (or such other period agreed upon between Contractor and CITY) within which Contractor shall proceed to correct and cure the defect; thereafter, Contractor shall diligently pursue such cure to completion. The Notice to Cure will state the time period within which cure is permitted together with other appropriate reasonable conditions. If Contractor fails to proceed to correct and cure the breach or default of any of the terms, covenants, or conditions of this Contract within thirty (30) calendar days (or such other period agreed upon between Contractor and CITY) after receipt by Contractor of written Notice to Cure from CITY, then CITY shall have the right to terminate the Agreement by delivering a Notice of Termination in accordance with the Agreement provisions. Any such termination for cause shall not operate in any way to preclude CITY from also pursuing all of its other available remedies against Contractor and its sureties for said breach or default.

2.10. STATE AND LOCAL TRANSACTION PRIVILEGE TAXES

In accordance with applicable state and local law, transaction privilege taxes may be applicable to this transaction. The state and local transaction privilege (sales) tax burden is on the person who is conducting business in Arizona and the City of Phoenix. The legal liability to remit the tax is on the person conducting business in Arizona. Any failure by the Contractor to collect applicable taxes from the CITY shall not relieve the Contractor from its obligation to remit taxes. It is the responsibility of the prospective bidder to determine any applicable taxes. The CITY will look at the price or offer submitted and will not deduct, add or alter pricing based on speculation or application of any taxes, nor will the CITY provide advice or guidance. If an offeror or Contractor has questions regarding its tax liability, the offeror or Contractor should seek advice from a tax professional prior to submitting its offer. Information is also available at Phoenix Tax Division or State of AZ Department of Revenue. Once an offer is submitted, the Offer is valid for the time specified in this Solicitation, regardless of mistake or omission of tax liability. If the CITY finds over payment of a project due to tax consideration that was not due, the Contractor will be liable to the CITY for that amount, and by contracting with the CITY agrees to remit any overpayments back to the CITY for miscalculations on taxes included in a bid price.




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2.11. TAX INDEMNIFICATION Contractor shall, and require the same of all subcontractors, pay all federal, state and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require the same of all subcontractors, hold the City harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation.

2.12. TAX RESPONSIBILITY QUALIFICATION

Contractor may be required to establish, to the satisfaction of CITY, that any and all fees and taxes due to the CITY or the State of Arizona for any License or Transaction Privilege taxes, Use taxes or similar excise taxes, are currently paid (except for matters under legal protest). Contractor agrees to a waiver of the confidentiality provisions contained in the CITY Finance Code and any similar confidentiality provisions contained in Arizona statutes relative to State Transaction Privilege Taxes or Use Taxes. Contractor agrees to provide written authorization to the CITY Finance Department and to the Arizona State Department of Revenue to release tax information relative to Arizona Transaction Privilege Taxes or Arizona Use Taxes in order to assist the Department in evaluating Contractor’s qualifications for and compliance with Contract for duration of the term of Contract.

Section III – Special Terms and Conditions



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3.1 TERM OF CONTRACT AND OPTION TO EXTEND The initial Contract shall commence on or about July 1, 2018 and end June 30, 2023. The CITY may, at its sole option, extend the period of this Contract for an additional two years.

3.2 POST AWARD CONFERENCE A post award conference may be held by the CITY Contract Administrator prior to commencement of any work. The purpose of this conference would be to discuss critical elements of the work schedule and operational problems and procedures.

3.3 ESTIMATED QUANTITIES OR DOLLAR AMOUNTS Quantities listed are the CITY’s best estimate and do not obligate the CITY to order or accept more than CITY’s actual requirements during period of this agreement, as determined by actual needs. It is expressly understood and agreed that the Contract is to supply the CITY with its complete actual requirement for the Contract period.

3.4 PRICING All prices must be firm and fixed for the term of the Contract, recognizing that the cost of services will be adjusted to reflect those submitted by Contractor for each respective fiscal year or revenue mile threshold reached during the term of the Contract. The Cost per Revenue Mile shall be applied to all Revenue Miles planned for operation effective July 1 of each year of the Contract in accordance with Fee Schedule 1. Service bids may occur at some time other than July 1 of any given year. In the event service changes result in annualized Revenue Miles increased or decreased beyond 10% or 15%, as applicable, the annualized Revenue Miles will then be used to determine the appropriate cost per Revenue Mile rate in Fee Schedule 2. The CITY shall determine, in its sole discretion, the changes in the annual Revenue Miles based upon the total Revenue Miles according to the number and type of service days for the next CITY fiscal year. All Revenue Miles shall then be charged the Cost per Revenue Mile in accordance with Fee Schedule 2. Application of the Fee Schedule 2 rate will be for all Revenue Miles operated, and will be effective the date of the service change.

3.5 ADDITION OR DELETION OF SERVICES The CITY reserves the right to add and/or delete services under this Contract. If service levels increase or decrease beyond the stated percentage range, the cost per Revenue Mile will be adjusted in accordance with the Contract price, as noted in Fee Schedule 2. All Contract changes may be incorporated into written and signed change orders to the Contract at the sole discretion of the CITY. If applicable, each change order will state any increase or decrease in the amount of the compensation due to Contractor for the change in service and the effective date of the change. Oral changes to the Contract are not authorized, but the CITY may provide changes by written notification to Contractor.

3.6 METHOD OF INVOICING AND PAYMENT The CITY will compensate Contractor for satisfactory and complete performance of work under the Contract at the prices set forth in the Contract.




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Contractor shall be paid on a monthly basis in arrears. Contractor shall submit one (1) invoice to the CITY for services provided during the previous month. The amount invoiced shall be based on the actual number of Revenue Miles operated for that month, less liquidated damages. Invoice shall be submitted to the CITY by the 10th day of the month following the period in which the services were performed and must contain date, Contract number, supporting documentation, and invoice amount. Advance payments are not authorized. Payment will be made only for actual services that have been received. The invoice must contain the associated purchase order number on the invoice itself. The CITY shall make every effort to process payment for the purchase of services within forty-five calendar days after receipt and approval of a correct invoice. Any prompt payment terms offered must be clearly noted by Contractor on all invoices submitted to the CITY. Payment of invoice(s) will be delayed if an invoice or supporting documentation submitted is incorrect or incomplete. Monthly invoice must be sent for review to the CITY’s designated Contract Administrator. Following approval, Contractor will email the invoice in PDF format to [email protected], copying the CITY’s designated Contract Administrator. Each PDF attachment will contain only one invoice, although multiple PDFs may accompany an email. The email will be in plain text format free of any signatures or images (jpeg, bmp, etc.). A “remit to” address must also be on the invoice and must match the address on file with the CITY. Any changes to the remit to address must be updated by the vendor in its ProcurePHX vendor profile at https://www.phoenix.gov/procure.

3.7 KEY PERSONNEL Key Personnel includes at minimum, a General Manager, a Maintenance Manager, Operations Manager, Environmental Manager and Information Technology Specialist. In the event one or more of Contractor’s Key Personnel is permanently replaced, Contractor shall notify the CITY at least seventy-two (72) hours prior to the replacement date and time. The replacement personnel shall be subject to CITY’s prior approval.

3.8 UNSATISFACTORY PERFORMANCE The CITY shall decide all questions as to the quality and acceptability of any work performed under the Contract as monitored and documented in the CITY’s Contract Management Plan. If, in the opinion of the CITY, performance becomes unsatisfactory, the CITY shall notify Contractor. Contractor shall have a reasonable time to cure the unsatisfactory performance. If the unsatisfactory performance is not cured within the time specified, the CITY may immediately correct or complete the work to its satisfaction and deduct the associated costs from any balances due or to become due to Contractor. Repeated incidences of unsatisfactory performance may result in cancellation of the Contract for default.




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3.9 PERFORMANCE INTERFERENCE

Contractor shall notify the CITY’s department contact immediately of any occurrence and/or condition that interferes with the full performance of the Contract, and confirm it in writing within twenty-four (24) hours. CITY Contact: Contract Administrator: Edward Harrison Phone: 602-534-9167

3.10 EMPLOYEE IDENTIFICATION AND FACILITY ACCESS Only authorized Contractor employees are allowed on the premises of CITY facilities. Contractor employees are not to be accompanied in the work area by acquaintances, family members, assistants or any other person unless said person is an authorized Contractor or subcontractor employee.

3.11 CONTRACTOR AND SUBCONTRACTOR WORKER BACKGROUND SCREENING Contractor agrees that all Contractor and subcontractors’ workers (collectively “Contractor’s Worker(s))” that Contractor furnishes to the CITY pursuant to this agreement shall be subject to background and security checks and screening (collectively “Background Screening”) at Contractor’s sole cost and expense as set forth in this section. The background screening provided by Contractor shall comply with all applicable laws, rules and regulations. Contractor further agrees that the background screening required in this section is necessary to preserve and protect the public health, safety and welfare. The background screening requirements set forth in this section are the minimum requirements for the agreement. The CITY in no way warrants that these minimum requirements are sufficient to protect Contractor from any liabilities that may arise out of Contractor’s services under this agreement or Contractor’s failure to comply with this section. Therefore, in addition to the specific measures set forth below, Contractor and its Contract Workers shall take such other reasonable, prudent and necessary measures to further preserve and protect public health, safety and welfare when providing services under this agreement. Contractor shall be responsible and shall warrant that all Background Screening information furnished to the CITY is accurate and current through the date of hire of the proposed Contract Worker. 3.11.1 Background Screening Requirements and Criteria. Because of the varied types

of services performed, the CITY has established three levels of risk and associated Background Screening. The risk level and Background Screening required for this Agreement is Maximum Risk.

A. Minimum Risk and Background Screening (“Minimum Risk”).

A minimum risk Background Screening shall be performed when the Contract Worker: (i) will not have direct access to CITY facilities or information systems; or (ii) will not work with vulnerable adults or children; or (iii) when access to CITY facilities is escorted by a CITY worker. The Background Screening for minimum risk shall consist of the screening required by A.R.S. § 41-4401 to verify legal Arizona worker status.




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B. Standard Risk and Background Screening (“Standard Risk”). A standard risk Background Screening shall be performed when the Contract Worker’s work assignment will: (i) require a badge or key for access for CITY facilities; or (ii) allow any access to sensitive, confidential records, personal identifying information or restricted CITY information; or (iii) allow unescorted access to CITY facilities during normal and non-business hours. The Background Screening for this standard risk level shall include the Background Screening required for the Minimum Risk level and a background check for real identity/ legal name, and shall include felony and misdemeanor records from any county in the United States, the state of Arizona, plus any other jurisdiction where the Contract Worker has lived at any time in the preceding seven (7) years from the Contract Worker’s proposed date of hire.

C. Maximum Risk and Background Screening (“Maximum Risk”).

A maximum risk Background Screening shall be performed when the Contract Worker’s work assignment will: (i) have any contact with vulnerable people such as children, youth, elderly, or individuals with disabilities; or (ii) have any responsibility for the receipt or payment of the CITY funds or control or inventories, assets, or records that are at risk of misappropriation; or (iii) have unescorted access to the CITY data centers, money rooms, or high-value equipment rooms; or (iv) have access to private residences; or (v) have access to Homeland Defense Bureau identified critical infrastructure sites/facilities. The Background Screening for this maximum risk level shall include the Background Screening required for the Standard Risk level, plus a sexual offender search, a credit check for relevant staff, and driving record search for the preceding seven (7) years from the Contract Worker’s proposed date of hire. Note: Credit checks are required for CONTRACTOR staff with access to financially sensitive areas (revenue room, fare vaults) or that perform revenue-related functions (cash box emptying, fare media and revenue handling); for all other CONTRACTOR employees, credit checks will be dependent on the employee's role and duties as determined by the CITY. Contract Workers who work directly with children or vulnerable adults are also subject to fingerprint verification through the Arizona Department of public Safety as mandated by Phoenix City Code, § 2-45.6.

3.11.2 Contractor Certification; City Approval of Maximum Background Screening. By executing this agreement, Contractor certifies and warrants that Contractor has read the background screening requirements and criteria in this section, understands them and that all background screening information furnished to the CITY is accurate and current. Also, by executing this agreement, Contractor further certifies and warrants that Contractor has satisfied all such background screening requirements for the minimum and standard risk background screening as required. In addition, for maximum risk background screening, Contractor shall furnish to the Public Transit Department for the CITY’s review and approval of such background screenings for any Contract Worker considered for




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performing services under this agreement where human safety or facility security is classified as a maximum risk level. The subject Contract Worker shall not apply for the appropriate City of Phoenix identification and access badge or keys until Contractor has received the CITY’s written acceptance of the subject Contract Worker’s maximum risk background screening. The CITY may, in its sole discretion, accept or reject any or all the Contract Workers proposed by Contractor for performing work under this agreement. A Contract Worker rejected for work at a maximum risk level under this agreement shall not be proposed to perform work under other CITY contracts or engagements without CITY’s prior written approval.

3.11.3 Terms of This Provision Applicable to all of Contractor’s Contracts and Subcontracts. Contractor shall include the terms of this section for Contract Worker background screening in all contracts and subcontracts for services furnished under this agreement including, but not limited to, supervision and oversight services.

3.11.4 Materiality of Background Screening Provisions; Indemnity. The background screening requirements of this section are material to CITY’s entry into this agreement and any breach of this section by Contractor shall be deemed a material breach of this Contract. In addition to the indemnity provisions set forth in Section 4.2 of this RFP, Contractor shall defend, indemnify and hold harmless the CITY for any and all Claims (as defined in Section 4.2) arising out of this background screening section including, but not limited to, the disqualifications of a Contract Worker by Contractor or the CITY for failure to satisfy this section.

3.11.5 Continuing Duty; Audit. Contractor’s obligations and requirements that Contract

Workers satisfy this background screening section shall continue throughout the entire term of this agreement. Contractor shall notify the CITY immediately of any change to a maximum risk background screening of a Contract Worker previously approved by the CITY. Contractor shall maintain all records and documents related to all background screenings and the CITY reserves the right to audit Contractor’s compliance with this section.

3.12 ACCESS CONTROLS, BADGE AND KEY ACCESS PROCEDURES

A Contract Worker shall not be allowed to begin work in any city facility without: (1) the prior completion and city’s acceptance of the required background screening; (2) when required, the Contract Worker’s receipt of a city issued badge. A badge will be issued to a Contract Worker solely for access to the city facility(s) to which the Contract Worker is assigned. Each Contract Worker who enters a city facility must use the badge issued to the Contract Worker.

3.12.1 BADGE ACCESS PROCEDURES

An authorized City of Phoenix badge application form is included as Exhibit L. Each Contract Worker (as defined herein) who is furnishing standard risk (as defined herein) or maximum risk (as defined herein) services under this agreement shall submit to the City of Phoenix, Banking and Cashiering Division, 305 W. Washington Street, 1st Floor, Phoenix, AZ 85003-1611:




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A. a fully completed and authorized City of Phoenix badge application form; B. a check in the initial badge fee amount listed below made payable to the

“City of Phoenix”; and C. two forms of identification. One form of identification must be a government

issued credential with an accompanying photograph. The second form of identification must be a valid passport; military issued identification card; immigration and naturalized services identification card; social security card; or an original birth certificate.

After the receipt of the badge application and payment, the Contract Worker will proceed to the badging office for processing of the badge application and issuance of the badge. The CITY will not process the badge application until the Contract Worker satisfies the required background screening (as defined in Section 3.11). The Contract Worker shall comply with all requirements and furnish all requested information within five (5) business days from initial submission of the badge application or the subject Contract Worker’s badge application shall be rejected.

3.12.2 KEY ACCESS PROCEDURES

If Contractor worker’s services require keyed access to enter a CITY facility(s), a separate key issue/return form must be completed and submitted by Contractor for each key issued. The key issue/return form is available and the completed form shall be submitted to the badging office at the address above.

3.12.3 STOLEN OR LOST BADGES OR KEYS Contractor shall report lost or stolen badges or keys to their local police department and must obtain a police department report (PDR) prior to re-issuance of any lost or stolen badge or key. A new badge application or key issue form shall be completed and submitted along with payment of the applicable fee listed below prior to issuance of a new badge or key.

3.12.4 RETURN OF BADGE OR KEYS All badges and keys are the property of the CITY and must be returned to the CITY at the badging office within one (1) business day (excluding weekends and CITY holidays) of when the Contract Worker’s access to a CITY facility is no longer required to furnish the services under this agreement. Contractor shall collect a Contract Worker’s badge and key(s) upon the termination of the Contract Worker’s employment; when Contractor worker’s services are no longer required at a particular CITY facility(s); or upon termination, cancellation or expiration of this agreement.

3.13 CONTRACTOR’S DEFAULT; LIQUIDATED DAMAGES; RESERVATION OF

REMEDIES FOR MATERIAL BREACH. Contractor’s default under this section shall include, but is not limited to, the following: 3.13.1 Contract Worker gains access to a CITY facility(s) without the proper badge or

key;




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3.13.2 Contract Worker uses a badge or key of another to gain access to a CITY facility; 3.13.3 Contract Worker commences services under this Contract without the proper

badge, key or Background Screening; 3.13.4 Contract Worker or Contractor submits false information or negligently submits

wrong information to the CITY to obtain a badge, key or applicable Background Screening; or

3.13.5 Contractor fails to collect and timely return Contract Worker’s badge or key upon termination of Contract Worker’s employment, reassignment of Contract Worker to another CITY facility or upon the expiration, cancellation or termination of the Contract.

Contractor acknowledges and agrees that the access control, badge and key requirements in this section are necessary to preserve and protect the public health, safety and welfare. Accordingly, Contractor agrees to properly cure any default under this section within three (3) business days (excluding weekends and CITY holidays) from the date notice of default is sent by the CITY. The parties agree that Contractor’s failure to properly cure any default under this section shall constitute a breach of this section. In addition to any other remedy available to the CITY at law or in equity, Contractor shall be liable for and pay to the CITY the sum of one thousand dollars ($1,000.00) for each breach by Contractor in this section. The parties further agree that the sum fixed above is reasonable and approximates the actual or anticipated loss to the CITY at the time and making of this agreement in the event that Contractor breaches this section. Further, the parties expressly acknowledge and agree to the fixed sum set forth above because of the difficulty of proving the CITY’s actual damages in the event that Contractor breaches this section. The parties further agree that three (3) breaches by Contractor in this section arising out of any default within a consecutive period of three (3) months or three (3) breaches by Contractor in this section arising out of the same default within a period of twelve (12) consecutive months shall constitute a material breach of this agreement by Contractor and the CITY expressly reserves all of its rights, remedies and interests under this agreement, at law and in equity including, but not limited to, termination of this agreement. Badge, Intrusion Breach and Key Fees. The following constitute the badge and key fees under this Contract. The CITY reserves the right to amend these fees upon thirty (30) days prior written notice to Contractor. Lost / Stolen Badge Fee: $ 55.00 per badge Replacement Key Fee: $ 55.00 per key Replacement Locks $ 55.00 per lock Additional/Lost /Stolen Key Fee: $ 55.00 per key Additional/Replacement Locks $ 55.00 per lock Intrusion Alarm Breach $ 75.00 per occurrence and failing to notify Central Monitoring System (CMS) at time of breach causing a False Alarm Charge.

Section IV – Bond, Insurance and Indemnification



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4.1 PERFORMANCE SURETY

Performance surety in the amount of $2,500,000 must be provided by Contractor immediately upon receiving notice of Contract award. The performance surety must be renewed annually at the beginning of each Contract year. The CITY will not give notice to proceed in any form until the performance surety has been received by the CITY. The performance surety must be in the form of a bond, cashier’s check, certified check or money order. Personal or company checks are not acceptable unless certified. If the performance surety is in the form of a bond, the company issuing the surety must be authorized by the Arizona Department of Insurance to transact surety business in the state of Arizona or be named on the approved listing of surplus-lines companies. A certificate of deposit (CD) issued by a local Phoenix bank may also be used as a form of surety provided the CD is issued jointly in the name of the City of Phoenix and Contractor and Contractor endorses the CD to the CITY at the beginning of the Contract. Interest earned on the CD may be retained by Contractor but a only if Contractor is not in default under the Contract.

4.2 INDEMNIFICATION Contractor (“Indemnitor”) must indemnify, defend, save and hold harmless the City of Phoenix and its officers, officials, agents, and employees (“Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (“Claims”) caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors in connection with this Contract. This indemnity includes any Claims arising out of Indemnitor’s occupancy and use of the CITY facilities. This indemnity also includes any Claims arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of Contractor to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the parties that Indemnitee will, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. But Contractor has no duty to indemnify the CITY for the cost to repair collision and comprehensive damage to CITY vehicles operated by Contractor in excess of the deductible specified in Section 4.4. Contractor will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. In consideration of the award of this Contract, Contractor agrees to waive all rights of subrogation against the CITY, its officers, officials, agents and employees for losses arising from the work performed by Contractor for the CITY.

4.3 INSURANCE REQUIREMENTS Contractor and its subcontractors must provide to the CITY, immediately upon receiving notice of Contact award, a certificate of insurance acceptable to the CITY in the amounts and form specified below. Failure of Contractor and its subcontractors to maintain insurance during the term of the Contract, including renewal options, may result in immediate termination of this Contract without notice. Insurance requirements are subject to periodic review and adjustment by the CITY.




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Contractor and its subcontractors must procure and maintain until all of their obligations have been discharged, including any warranty periods under the Contract are satisfied, insurance against claims which may arise from or in connection with the performance of the work hereunder by Contractor, his agents, representatives, employees or subcontractors. These insurance requirements are minimum requirements for the Contract and in no way limit the indemnity covenants contained in the Contract. The CITY in no way warrants that the minimum limits contained in this section are sufficient to protect Contractor from liabilities that might arise out of the performance of the work under the Contract by Contractor, its agents, representatives, employees or subcontractors, and Contractor is free to purchase additional insurance as may be determined necessary. Contractor may satisfy these requirements with a combination of insurance or self-insurance. If Contractor elects to self-insure any part or all of these requirements, it must disclose to the CITY the level of self-insurance elected prior to entering into the Contract, or if the decision is made during the course of this contract, Contractor must notify the CITY prior to entering in the self-insurance program. The CITY may require Contractor to produce evidence of financial stability for any level of self-insurance. 4.3.1 Minimum Scope and Limits of Insurance: Contractor must provide coverage with

limits of liability not less than those stated below.

A. Commercial General Liability – Occurrence Form Policy must include bodily injury, property damage and broad form contractual liability coverage. • General Aggregate $10,000,000 • Products – Completed Operations Aggregate $10,000,000 • Personal and Advertising Injury $10,000,000 • Fire Damage (Damage to Rented Premises) $10,000,000 • Each Occurrence $10,000,000 1. The policy must be endorsed to include the following additional insured

language: "The City of Phoenix is named as an additional insured with respect to liability arising out of the activities performed by, or on behalf of the Contractor and with respect to Contractor’s occupancy and use of the City’s premises.”

B. Automobile Liability

Bodily Injury and Property Damage Liability for any owned, hired, and non-owned vehicles used in the performance of the Contract.

• Combined Single Limit (CSL) $10,000,000 • UM/UIM Per Person Limit $500,000 • UM/UIM Per Accident Limit $500,000




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1. The policy must be endorsed to include the following additional insured language: "The City of Phoenix is named as an additional insured with respect to liability arising out of the activities performed by, or on behalf of the Contractor, including automobiles owned, leased, hired or borrowed by the Contractor"

C. Worker’s Compensation and Employers’ Liability

Workers’ Compensation Statutory Employers’ Liability Each Accident $100,000 Disease – Each Employee $100,000 Disease – Policy Limit $500,000 1. Policy must contain a waiver of subrogation against the City of Phoenix.

D. Property Insurance – Contractor’s Property and Equipment

Contractor must maintain all risk property insurance for Contractor’s personal property. The CITY will have no responsibility for any damage to Contractor’s personal property and Contractor’s property insurance must be endorsed to include a waiver of subrogation against the CITY.

E. Fidelity Bond or Crime Insurance

Bond or Policy Limit $ 25,000 1. The bond or policy must be issued with limits based on the amount of cash

and bus passes being handled by Contractor. 2. The bond or policy must include coverage for all directors, officers, agents

and employees of Contractor. 3. The bond or policy must include coverage for third party fidelity, i.e. property

of third parties that is held by the Insured in any capacity, or property for which the Insured is legally liable.

4. The bond or policy must include but not be limited to coverage for theft of property located on the Insured’s premises or while in transit, loss due to forgery or alteration of negotiable instruments (e.g. securities, checks) or loss due to electronic funds transfer fraud.

5. The bond or policy must not contain a condition requiring an arrest and conviction.

F. Contractor’s Pollution Liability

For losses caused by pollution conditions that arise from the operations of Contractor as described in the Scope of Services section of this Contract.

Per Occurrence $1,000,000 General Aggregate $2,000,000




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1. The policy should be written on an “occurrence” basis with no sunset clause or if written on a “claims-made” basis, it must be maintained for a period of not less than 8 years with the retroactive date to be prior to or held constant with the date of this Contract.

2. Such insurance must name the City of Phoenix and its subsidiaries and

affiliates as Additional Insureds with respect to liability arising out of the activities performed by, or on behalf of Contractor.

3. The policy must provide coverage for pollution conditions that arise from the

operations of Contractor described under the scope of services of the Contract. The policy should include the following coverages:

Bodily injury, sickness, disease, mental anguish or shock sustained by any

person, including death and medical monitoring costs.

Property damage including physical injury to or destruction of tangible property including the resulting loss of use thereof, cleanup costs, and the loss if use of tangible property that has not been physically injured or destroyed including diminution in value.

Environmental damage including physical damage to soil, surface water or groundwater, or plant or animal life, caused by Pollution Conditions and giving rise to Clean-Up Costs.

Defense including costs, charges and expenses incurred in the investigation, adjustment or defense of claims for such compensation damages

Asbestos or lead – no exclusion

Mold coverage

Transportation cargo

Non-Owned Disposal Site coverage

4. Should any of the work involve treatment, storage or disposal of hazardous wastes from the job site, Contractor must furnish an insurance certificate from the designated disposal facility establishing that the facility operator maintains current Pollution Legal Liability Insurance in the amount of not less than $1,000,000 per occurrence/$2,000,000 annual aggregate and will cover sudden and gradual pollution losses arising from the facility, associated with work performed under this agreement.

4.3.2 Additional Insurance Requirements: Policies must include, or be endorsed to

include, the following provisions:




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1. On insurance policies where the City of Phoenix is named as an additional

insured, the City of Phoenix must be an additional insured to the full limits of liability purchased by Contractor even if those limits of liability are in excess of those required by Contract.

2. Contractor’s insurance coverage or self-insurance must be primary insurance

and non-contributory with respect to all other available sources.

3. Coverage provided by Contractor must not be limited to the liability assumed under the indemnification provisions of the Contract.

4.3.3 Notice of Cancellation: For each insurance policy required by the insurance

provisions of the Contract, Contractor must provide to the CITY, within two (2) business days of receipt, a notice if a policy is suspended, voided or cancelled for any reason. Such notice must be sent directly to: City of Phoenix Public Transit Department, Attn: Christine Adrian, 302 North 1st Avenue, Suite 900, Phoenix, AZ 85003, and must be sent via email or by certified mail, return receipt requested

4.3.4 Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or

approved unlicensed companies in the state of Arizona and with an “A.M. Best” rating of not less than B+ VI. The CITY in no way warrants that the above-required minimum insurer rating is sufficient to protect Contractor from potential insurer insolvency.

4.3.5 Verification of Coverage: Contractor must furnish the CITY with certificates of

insurance (ACORD form or equivalent approved by the CITY) as required by the Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are to be received and approved by the CITY before work commences. Each insurance policy required by the Contract must be in effect at or prior to commencement of work under the Contract and remain in effect for the duration of the project. Failure to maintain the insurance policies as required by the contract or to provide evidence of renewal is a material breach of Contract. All certificates required by the Contract must be sent directly to: City of Phoenix Public Transit Department, Attn: Christine Adrian, 302 North 1st Avenue, Suite 900, Phoenix, AZ 85003. The CITY Contract number and project description must be noted on the certificate of insurance. The CITY reserves the right to require complete, certified copies of all insurance policies required by the Contract at any time. DO NOT SEND CERTIFICATES OF INSURANCE TO THE CITY'S RISK MANAGEMENT DIVISION.

4.3.6 Subcontractors: Contractors’ certificate(s) must include all subcontractors as additional insureds under its policies or Contractor must furnish to CITY separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum requirements identified above.




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4.3.7 Approval: Any modification or variation from the insurance requirements in the Contract must be made by the Law Department, whose decision is final. Such action will not require a formal Contract amendment, but may be made by administrative action.

4.4 RESPONSIBILITY FOR VEHICLE PHYSICAL DAMAGE

The CITY will reimburse Contractor for the cost of repair of collision and comprehensive damage to vehicles operated by Contractor and owned or otherwise provided by the CITY after Contractor has satisfied the non-refundable deductible of $10,000 per occurrence. The deductible will apply to all collision and comprehensive losses. Requests for reimbursement must be accompanied by two (2) itemized repair estimates or other such documentation agreed to by the CITY and include vehicle number and date of accident, a copy of the police accident report and a narrative statement setting forth how the accident occurred. Requests for reimbursement must be presented to the CITY for payment on a monthly basis. In situations where damage is caused by a third party (“Other Party”), Contractor must timely pursue the Other Party for reimbursement of the entire repair cost amount. The entire repair cost amount includes the total loss of a vehicle, and includes both repairs and total losses paid by the CITY and by Contractor. Contractor is responsible for providing the CITY with copies of its documents supporting the amount requested and copies of documents relating to the subrogation/collection effort within thirty (30) days of generating the documents. For repair and total loss costs in excess of $10,000, the CITY’s agreement is required for settling collection matters for amounts less than the entire repair cost, and for writing off uncollectible matters. If the entire amount is recovered, the CITY must be reimbursed in the amount in excess of the $10,000 deductible. If a portion of the amount is recovered, the recovery will be shared by the CITY and Contractor on a pro-rata basis. The CITY’s share of recoveries must be paid to the CITY within thirty (30) days of receipt.

Section V – Scope of Work



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5.1 SERVICE OVERVIEW

5.1.1 Service Area:

The area to be served shall be as designated by the CITY in its discretion and it may modify the service area during the Contract. The CITY's total service area currently encompasses the metropolitan Phoenix area including the cities of Mesa, Tempe, Chandler, Phoenix, Glendale, Peoria, Scottsdale, Avondale, Goodyear, and Tolleson. This Agreement does not encompass the entire service area but will cover portions of Phoenix, Glendale, Avondale, Goodyear, Peoria, Tolleson and Scottsdale. The current service area is shown on the Valley Metro website: www.valleymetro.org/planning_your_trip/system_map.

5.1.2 Adjustment to Service: The CITY reserves the right to adjust service at any time. Modifications to services may include, but are not limited to, extending, deleting, or adding routes or parts of routes, and expanding or decreasing scheduled revenue hours or frequency of service. Scheduled revenue hours and Revenue Miles are determined by the CITY. For estimated Revenue Miles and hours, see Exhibit A – Estimated Miles and Hours. As early as 2021, the CITY anticipates introduction of a new Bus Rapid Transit (BRT) service on either Thomas Road or Baseline Road, followed by BRT Service on 19th or 35th Avenue. The order and timing of initial and subsequent BRT route implementation may be revised based on future needs analysis. Introduction of BRT would likely require adjustments to the existing local routes, as well as service adjustments and changes to operational parameters. The BRT may introduce frequency-based service that prioritizes sustaining evenly spaced headways over maintaining scheduled timepoints. The CITY and CONTRACTOR will adjust revenue hours and frequency assumptions prior to the initiation of the BRT service.

5.1.3 Service Hours: Fixed route service hours vary by route and may range from: approximately 4 a.m. to midnight Monday-Thursday; 4 a.m. – 2 a.m. Fridays; 5 a.m. – 2 a.m. Saturdays; and 5 a.m. - 11 p.m. Sundays. Current details by route can be found at: www.valleymetro.org The CITY reserves the right to adjust service hours at any time during the term of the Agreement.

5.1.4 Saturday, Sunday, and Holiday Schedule: The CITY reserves the right to operate modified service as deemed appropriate in conjunction with weekend and holiday schedules with 30 days’ notice to CONTRACTOR. Current weekend and holiday service schedule can be found at: http://routes.valleymetro.org/timetables/2/route_list http://www.valleymetro.org/pressreleases/detail/2016-17-holiday-service-schedule




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There is current regional discussion regarding eliminating some of the current holidays. If eliminated, these holidays would return to regular weekday service dependent upon the day of the week on which they fall each year.

5.1.5 Passenger Service and Community Engagement: The CITY's residents and transit passengers are not mere customers that consume a particular product or service (i.e., transit service). Such a view of residents and transit passengers devalues the very substantive, collaborative, and responsible role they play in co-creating the CITY’s public transit services. The CITY's and the Valley's residents and passengers must be thought of as partners, regardless of the nature of the interaction. This relationship enhances the standard principles that define good customer service and it seeks to forge a fuller, more equal, and more engaged relationship with residents and passengers. CONTRACTOR’s unequivocal mission is to ensure a pleasant, comfortable, safe, and engaging operating environment for passengers on-board in service buses as well as at all interface points with transit facilities, (e.g., bus stops, transit centers, park & rides, etc.). CONTRACTOR shall also ensure transit operations and employees conduct is respectful of residents and their homes and/or businesses.

5.2 SERVICE DESCRIPTION This Contract is for the provision of fixed route transit services operated from the West Transit Facility. The current transit service included in this Contract operated from this facility per day is approximately:

18,937 Revenue Miles of fixed route scheduled revenue service Monday through Thursday

19,985 Revenue Miles on Fridays 14,173 Revenue Miles on Saturdays 12,090 Revenue Miles on Sundays/holidays Service is expected to be increased slightly between the issuance of this RFP and

July 2018.

Service consists of 12 fixed routes providing service to approximately 1.1 million passengers per month. Fixed route transit service included in this Contract are routes 3, 13, 17, 29, 41, 43, 51, 59, 67, 75, 83, and one Phoenix neighborhood circulator identified as the Maryvale Area Ride for You (MARY). The CITY’S fixed route transit service routes have been planned to operate as straight and fast as possible, to be easily understood, and to minimize travel time. Each route will have different movements, layover times, and locations. CONTRACTOR may be required to operate school trippers as part of its service. School trippers shall be operated in accordance with 49 CFR Part 605.3.




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5.2.1 Neighborhood Circulator Service:

Neighborhood circulators are designed to operate continuously within a distinct geographic area to meet the transportation needs of the community. It is CONTRACTOR’s responsibility that operators be relieved without a delay, layover, or disruption to this continuous service. Neighborhood circulator service consists of one route identified as the Maryvale Area Ride for You (MARY). The length of the route is 21.2 miles, operates seven days per week for approximately 14 hours per day, Monday through Friday and approximately 12 hours per day, Saturday and Sunday. The no-fare service is currently operated bi-directionally at 60-minute frequency.

5.2.2 Total Annual Scheduled Revenue Miles: Current Revenue Miles on routes operated from the West Transit Facility are estimated to be approximately 6,300,000 (see Exhibit A - Estimated Miles and Hours) in total. The CITY may make changes to facilitate additional service or reductions in service. Those changes will be provided to CONTRACTOR in sufficient time to meet obligations for the selection of work.

5.2.3 Express and RAPID routes: These are routes that service only a select number of Park-and-Ride facilities (some may also offer service to a select number of key bus stops) along specific corridors located between outlying communities before arriving at key destinations. Although no Express or RAPID routes are currently operated from the West Facility, a baseline annual mileage figure for these potential services is included in the price proposal as 80,000 Revenue Miles.

5.2.4 New BRT routes:

New BRT routes that augment, replicate, change, or overlap local routes will require the CITY and CONTRACTOR to redefine the allocation of Revenue Miles and frequency. Any changes will be made in accordance with the terms of this Contract.

5.2.5 Special Event Service:

As directed, CONTRACTOR will be required to provide special event service as requested by the CITY. These services will vary during the term of the Contract and may include using buses and personnel for marketing purposes, emergency responses, special events, and evacuations. For these events, CONTRACTOR shall provide increased levels of management, road supervision, administration, staff presence in the CITY’s Operations Control Center, and planning and oversight during the preparations and provision of such specialized service. CONTRACTOR shall invoice the CITY separately for special event services at the established rate per service hour. CONTRACTOR shall be reimbursed for the time from leaving the transit facility to the time of return to the transit facility for each bus used. The rate per service hours shall also include any ancillary services (e.g., road supervision, maintenance, dispatch, etc.) required to complete each request.




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5.2.6 Light Rail Bus Bridging: As directed by the CITY, CONTRACTOR will be required to periodically coordinate with the CITY and Valley Metro light rail staff to participate in planning, training, and practice of exercises and implementation of bus bridging efforts during times of service interruptions or inoperability of the light rail system for any reason. Light rail bus bridging includes, but is not limited to, the transport of passengers between designated light rail stations or bus stops during service interruptions. After conducting actual bus bridges and bus bridge practice exercises, CONTRACTOR shall invoice the CITY for total hours incurred, passengers transported, and other items as directed by the CITY. Hours incurred during such events shall be invoiced at CONTRACTOR’S Special Event Service hourly rate. All other efforts related to light rail bus bridge planning, including classroom training and meeting attendance, are considered part of CONTRACTOR’S training program and are included in CONTRACTOR's price proposal. The CITY currently estimates approximately twelve (12) total vehicle hours, using one or more buses, to be required for bus bridge practice exercises on a semiannual (twice per year) basis.

5.3 CITY-FURNISHED VEHICLES The CITY will provide CONTRACTOR with air conditioned, accessible transit buses. The bus fleet to be managed by CONTRACTOR is comprised of approximately 69 diesel buses, 87 Compressed Natural Gas (CNG) and six unleaded gasoline fueled cutaway buses. The current inventory list of all West facility revenue vehicles is included as Exhibit B - West Facility Vehicle Inventory List. The CITY may change the number and characteristics of the vehicles during the Contract term. 5.3.1 The CITY will provide a fleet of buses ranging in model years from 2007 to 2016. With

ongoing procurements, vehicle retirements and vehicle transitions, the CITY fleet make-up will change. The CITY’s current plan for its entire fleet is to replace approximately 40 buses each Contract year, contingent on funding and agreements with vehicle manufacturers. The oldest and/or highest mileage buses will be targeted for replacement from the bus fleet at the North, South, and West transit facilities.

5.3.2 Transit vehicles assigned to the West facility currently use gasoline, diesel, or natural gas fuel.

5.3.3 CONTRACTOR shall operate and maintain all vehicles provided by the CITY during the term of the Contract. The CITY shall license and register CITY-provided vehicles. CONTRACTOR is responsible for emissions compliance and all associated costs. The CITY reserves the right to provide other vehicle types that are suitable for service.

5.3.4 All buses provided to CONTRACTOR by the CITY will be equipped with electronic destination signs, two-way radios, mobile-data terminals, public announcement (PA) systems, automated annunciators, electronic message signs, electronic fare boxes, and bike racks. Note: Circulator buses do not have fareboxes. Passenger counts and associated data (wheelchair boardings, bicycle boardings, etc.) are to be recorded manually by bus operators and submitted to the CITY with all other required data.




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5.3.5 The CITY reserves the right in its sole discretion to substitute vehicles for those

described above during the term of the Contract and to negotiate any appropriate Contract modifications with CONTRACTOR, if necessary.

5.3.6 CONTRACTOR shall assist the CITY in identifying vehicles for retirement from revenue service that have reached their programmed life expectancy. The CITY will make all final determinations as to vehicle retirements and transfers. Vehicles taken out of revenue service must have all components and be in working condition other than normal wear and tear, unless repairs are deemed not to be cost-effective as evidenced by written authorization from the CITY.

5.4 OPERATING MODE

The CITY provides all gasoline, diesel, and natural gas fuel for the operation of CITY-owned vehicles required for scheduled revenue service. CONTRACTOR shall report all fuel levels to the CITY on a daily basis to assist in estimating and ordering anticipated fuel needs. The CITY shall coordinate delivery of diesel, unleaded gasoline, and natural gas to the West Transit Facility. CONTRACTOR will be responsible for receipt of delivery, verification of quantity, notation of fuel delivery indicators as prescribed by the CITY, discrepancies in volumes to be received and actual quantities received, validating and reporting all fuel usage, and reconciling inventories to the CITY on a regular basis, but no less than monthly, as prescribed by the CITY. CONTRACTOR shall provide fuel and maintenance for all non-revenue transit vehicles, recognizing that the CITY may allow for the on-site fueling of CONTRACTOR’s non-revenue transit vehicles. For CITY-owned vehicles, vehicle use shall be in compliance with CITY Administrative Regulation 6.11 (see Exhibit C - City Administrative Regulation 6.11). Any and all accidents and incidents involving CITY-owned vehicles must be immediately reported to the Phoenix Police Department and Public Transit Department.

5.4.1 Operations Control Center:

The CITY's Operations Control Center (OCC) directly manages vehicles in revenue service and/or with an assigned block which operate from the North, South and West transit operating facilities through radio and data communication. Additional responsibilities of the OCC include, but are not limited to: data collection, transit system monitoring and reporting, creating public service and bus stop announcements, farebox collection and malfunction reporting, providing training to other agencies, and developing specialized operational reports. The OCC is managed under a separate agreement with the CITY and utilizes distinct personnel and management independent of the transit operations. This separate agreement does not preclude the OCC and CONTRACTOR from regularly communicating and coordinating to meet the CITY's transit performance goals. In fact, regular communication and coordination is highly encouraged. CONTRACTOR is responsible for all dispatch functions and cooperating with the OCC in order to implement the CITY’s standard operating procedures, communications procedures, and collective bargaining agreement (CBA) work rules in order to maximize service efficiency. CONTRACTOR will monitor and coordinate with the CITY’s OCC to resolve operational problems, overloads, detours, identify non-revenue turnaround loop




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routing, and other similar issues. Decisions by CONTRACTOR, in conjunction with the CITY’s OCC, will be made in the best interest of the passenger; every effort should be made to minimize possible impacts to Revenue Miles. Issues concerning vehicle maintenance or personnel/labor will be directed to CONTRACTOR for resolution. CONTRACTOR will also be provided the opportunity to have staff present in the CITY’s OCC as it deems necessary.

5.4.2 Computer Aided Dispatch/Automatic Vehicle Locator (CAD/AVL) System: The CITY currently uses the Conduent OrbCAD system to manage and communicate with buses while in service or in the field. The CAD/AVL system helps manage transit service by providing voice and text messaging to all equipped vehicles, and by tracking and displaying vehicle location and schedule adherence using an automatic vehicle location system and a Geographic Information System(GIS). The system tracks bus on-time performance and collects data relative to bus operations, incidents, and accidents. Other notable events are recorded by the CAD/AVL system as well. CONTRACTOR will be responsible for below tasks in relation to CAD/AVL maintenance:

CONTRACTOR shall maintain the onboard equipment to Original Equipment

Manufacturer (OEM) specifications and is financially responsible for all maintenance and support costs associated with the non-warrantied CAD/AVL parts.

The CITY will supply CONTRACTOR with spare CAD/AVL components as currently maintained and warranted by the CITY's CAD/AVL vendor (see Exhibit D – VMS Warranted Components). CONTRACTOR is fully responsible for supplying all other CAD/AVL non-warranted components, at CONTRACTOR's expense, to ensure CAD/AVL-equipped vehicles are programmed and fully operational prior to placement into revenue service. CONTRACTOR is financially responsible for the cost of repair or replacement of warranted components that are missing or damaged due to misuse or vandalism.

CONTRACTOR shall be trained in the use of the CAD/AVL, with day to day management, control and oversight of buses in revenue service or in the field to be provided by the CITY’s OCC. The CITY is currently in process of upgrading to a Clever Devices brand CAD/AVL system. CONTRACTOR shall make all appropriate provisions and accommodate the CITY’s transition to the new CAD/AVL system. The transition to a new CAD/AVL system is expected to take approximately 12-18 months from the award of this Contract. The vehicle deployment stage for the CAD/AVL upgrade project is anticipated to commence during 2018. During this transition, CONTRACTOR will utilize two CAD/AVL systems (Conduent and Clever Devices) until all vehicles are transitioned to the new Clever Devices CAD/AVL system. CONTRACTOR shall assist the CITY with transition of the fleet to the Clever Devices CAD/AVL system. CONTRACTOR tasks will include, but not be limited to, the below:




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Attend meetings and provide feedback for the CAD/AVL upgrade project as needed to achieve system performance deliverables.

Coordinate with the CITY as needed to facilitate the installation of all necessary on-board and facility equipment and transition to the new Clever Devices CAD/AVL system.

Ensure all relevant system users participate in training on the new Clever Devices CAD/AVL system.

Run and compile system vehicle performance reporting before, during and after system upgrade.

Perform pre/post on-board electronic equipment inspections as directed by the

CITY.

5.4.3 HASTUS – Scheduling and Dispatch System: The CITY and the region utilize GIRO - HASTUS for bus schedule development. For any tasks that require CONTRACTOR to provide data fed into HASTUS, CONTRACTOR shall provide the associated data in a HASTUS-compatible format. CONTRACTOR shall use the HASTUS Dispatch Module as provided by the CITY. The HASTUS dispatch module is based on the current contractor’s specific operational rules. CONTRACTOR is responsible for any costs incurred to modify and implement the existing CITY HASTUS version for their specific use. CONTRACTOR shall use the HASTUS BidWeb module as provided by the CITY. The HASTUS BidWeb module allows for bus operators to select their work assignments at designated intervals over the internet. CONTRACTOR is responsible for any costs incurred to modify and implement the existing CITY HASTUS version for their specific use. During the term of the Contract, if any upgrades/modifications are made to the scheduling software, CONTRACTOR shall support the CITY as follows: Assign sufficient staff resources to provide input during requirements gathering or

specifications study for the software.

Attend meetings and provide feedback during various stages of the upgrade.

Assign sufficient resources to perform testing for the software upgrade tasks as relevant to CONTRACTOR.

Support a successful and timely software upgrade.




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5.4.4 Blocking and Runcutting (HASTUS):

The CITY will provide CONTRACTOR with timetables and preliminary vehicle blocking solutions for the routes to be operated. This scheduling information will be provided electronically to CONTRACTOR. Timetables and preliminary vehicle blocking solutions are generated in HASTUS. CONTRACTOR shall ensure that all runcut information and final blocking solutions are provided to the CITY in an electronic HASTUS format for the purpose of accurately providing data to all peripheral systems such as Automated Passenger Counters (APC), the Fare Collection System (FCS), CAD/AVL system, and other communications systems. CONTRACTOR may modify preliminary blocks provided by the CITY for improved runcutting efficiencies, subject to CITY review and approval of proposed blocking changes. With all information in HASTUS, the CITY will assist CONTRACTOR with production of reports, statistics, and employee bid materials such as blocks, supervisor schedules, and operator "paddles." CONTRACTOR shall not use revenue vehicles for the purpose of driver relief, including during the schedule development of blocking/runcutting process. If CONTRACTOR is unable to produce the runcut and final blocking in a HASTUS file format, CONTRACTOR can request that the CITY perform the runcut for them. If the CITY performs the runcut for CONTRACTOR, CONTRACTOR will be invoiced for those services at a per-hour rate as designated below.

Year 1

FY

2018-19

Year 2

FY

2019-20

Year 3

FY

2020-21

Year 4

FY

2021-22

Year 5

FY

2022-23

Option

Year 6 FY

2023-24

Option

Year 7 FY

2024-25

$145.00 $149.00 $153.00 $158.00 $163.00 $168.00 $173.00

Any CITY-generated runcut for CONTRACTOR must be reviewed and approved, in writing, by CONTRACTOR prior to implementation. A. The CITY and CONTRACTOR will meet to determine appropriate timelines and

processes for providing the above-mentioned route and schedule information in order to meet Transit Book and CONTRACTOR's work deadlines. The process is performed using the scheduling application at least twice a year. Route and schedule changes generally occur each April and October, but July and January route and scheduling may also occur. The scheduling team coordinates with CONTRACTOR and other agencies in the region to build the CITY and other regional Valley Metro schedules. It is possible that special circumstances, e.g.




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BRT or light rail sections coming online, may necessitate special bid dates, thus changing the normal pattern of January, April, July and October.

B. The CITY will determine vehicle types to be assigned to routes or blocks, but changes may occur with the CITY's approval.

C. CONTRACTOR shall take all necessary steps to ensure operator training materials are updated to reflect any changes in service prior to the changes taking effect.

D. At the CITY's direction, CONTRACTOR shall assign APC-equipped buses to specific blocks for the purpose of collecting ridership data.

5.4.5 CONTRACTOR shall provide all non-revenue transit vehicles required to effectively

and efficiently operate, manage and support the services that are the subject of this contract. CONTRACTOR-supplied vehicles must not exceed five years of age or 50,000 miles as of service Contract start date. CONTRACTOR shall ensure that all vehicles assigned to and/or operated by CONTRACTOR will bear corporate graphics or insignias as approved by the CITY. The CITY reserves the right to reject a CONTRACTOR-supplied vehicle that does not adequately satisfy the CITY's quality standards. CONTRACTOR shall provide fuel, insurance and maintenance for all non-revenue transit vehicles. CONTRACTOR has the option to fuel non-revenue vehicles on site at the West Transit Facility using the CITY’s fuel and infrastructure, with the requirement that fuel dispensation be accurately recorded using the CITY’s fluid management system, and that CONTRACTOR be financially responsible for reimbursing the CITY for all fuels dispensed into non-revenue vehicles. CONTRACTOR shall provide all accessible vehicles, as part of its non-revenue fleet, necessary to comply with 49 CFR Part 37, Subpart G to support persons with disabilities whose transit service is disrupted or delayed due to mechanical failures. All non-revenue transit vehicles must be regularly cleaned and maintained and kept neat in appearance (i.e., no missing decals, hubcaps, broken or cracked glass, etc.).

5.4.6 Detours: CONTRACTOR is responsible for the planning, implementation, supervision and coordination with the CITY’S OCC of all service detours. When necessary, CONTRACTOR's detour planning efforts must include, but are not limited to:

A. Attendance at event planning and detour coordination meetings.

B. Establishing detours for affected route(s).

C. Posting CITY-approved service change notices at affected bus stops.




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D. Issuing bulletins and detour notices to all affected staff and agencies.

E. Directly communicating information relative to detours to customers at affected

bus stops.

F. Assigning the requisite staff and resources to effectively and efficiently plan and implement detours as needed.

G. Notification to CITY of all planned and established detours.

H. Notification to the regional customer service center of all established detours.

5.4.7 Transition Plan: CONTRACTOR shall diligently implement its proposed Transition Plan, as accepted by the CITY.

5.4.8 Road Supervision: CONTRACTOR shall provide a robust, qualitative plan detailing the number of dedicated Road Supervisors which will ensure that a sufficient number of supervisors are available to respond to calls for service regardless of vacation, sick, and/or other day-off allowances. CONTRACTOR shall include Standard Operating Procedures (SOP) describing their methodology for effective road supervision based upon industry best practices. Dedicated supervisors are critical for overall operations and coordination with the CITY’s OCC, maintaining headway, ensuring reliable service, identifying operational issues, and responding to incidents and accidents, and disabled vehicles. A sufficient number of Road Supervisors must be on hand in order to support transit operations during all hours of scheduled revenue services.

5.4.9 Dispatch: CONTRACTOR shall assign sufficient qualified, dedicated dispatching staff to effectively and efficiently manage operator manpower, including extra board, check-ins, yard pull-outs, and bus assignments. Dispatching staff will coordinate and communicate with OCC and maintenance staff while updating data systems, as required.

5.4.10 Headsign Codes: The CITY is responsible for assigning bus headsign display codes for the services under this Contract.

A. The CITY will generate, in electronic format, and distribute to CONTRACTOR,

the bus headsign codes during each schedule change; the schedule change occurs at least twice a year in order to coincide with the Transit Book update.

B. CONTRACTOR shall program the headsign code displays of its assigned fleet.

C. CONTRACTOR must ensure appropriate destination sign information (headsign, side sign, rear sign) is displayed when the bus is in service and/or deadheading.




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D. The CITY and CONTRACTOR will meet to determine appropriate schedules and

processes for providing the above-mentioned information in order to meet CONTRACTOR's work and Transit Book timelines.

5.4.11 Automated Annunciators:

The CITY is responsible for assigning automated annunciator images.

A. The CITY will generate the electronic automated annunciator images using each schedule change; the schedule change occurs at least twice a year in order to coincide with the regional Transit Book updates.

B. The CITY will create the image and upload it to all DIS (data interchange station) workstations at all garages.

C. The download of the image occurs a minimum of once per schedule change; however, the annunciator image is downloaded in parts and may take multiple attempts by the bus to retrieve 100% of the data.

D. CONTRACTOR must ensure buses receive the full image download before buses are placed into revenue service. CONTRACTOR must ensure that the entire fleet has been updated with the correct automated annunciator images before the new schedule becomes effective.

E. The CITY and CONTRACTOR will meet to determine appropriate schedules and processes for providing the above-mentioned information in order to meet CONTRACTOR's work and Transit Book timelines.

5.5 VEHICLE MAINTENANCE AND TRANSIT ASSET MANAGEMENT

CONTRACTOR shall provide, at its sole cost, a vehicle maintenance and transit asset management software program for tracking maintenance records and inventory.

5.5.1 Software Tracking:

CONTRACTOR shall, at a minimum, track and record:

A. Work orders, B. Revenue and non-revenue fleet inventory, C. Vehicle life mileage, D. Road calls, E. Fuel Usage, F. Any vehicle history or work activity pertaining to CITY assets, G. Labor hours, H. Vehicle and farebox preventative maintenance inspections by vehicle number,

date/time and mileage, I. Engine tune ups, J. Any inspection required by state or federal regulation, K. Life cycle costs by unit,




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L. Warranty tracking, and M. Parts and costs.

5.5.2 Software Access: CONTRACTOR shall provide access to the vehicle maintenance software to a minimum of six CITY staff.

5.5.3 Software Reporting: CITY staff should be able to trend and pull reports that provide (at a minimum) all the elements in Section 5.5.1, A-M.

5.6 DIGITAL VIDEO RECORDER SYSTEM Buses (except circulators) operated by CONTRACTOR are equipped with Mobile View and Apollo digital video recording systems (DVRs). The on-board mounted systems consist of interior and/or exterior mounted and focused cameras used to help mitigate insurance claims for liability and personal injury, resolve customer service issues, address crime and security problems, mitigate graffiti, investigate auto/pedestrian related accidents and review operations. The DVRS are not specifically intended to monitor bus operator behavior.

5.6.1 As sole and exclusive custodian of the DVRs and the data images recorded,

CONTRACTOR shall fully respond to any requests for DVR system footage from the Public Transit Department or Phoenix Police Department.

5.6.2 CONTRACTOR shall maintain DVRs according to OEM specifications and operate them according to CITY policies. No vehicle shall be put into revenue service without a properly functioning DVR system.

During the term of the Contract, CONTRACTOR may be provided with surveillance system software that will allow the remote downloading of video. The CITY will supply CONTRACTOR with all necessary in-vehicle system components. CONTRACTOR is responsible to compile and maintain up-to-date surveillance administration and maintenance guides for the systems. CONTRACTOR is responsible for maintaining all system equipment, documentation, and software in operational order for the term of the contract. CONTRACTOR is responsible to supply system diagnostic laptop(s) and obtaining any system software necessary for maintaining such systems to OEM specifications.

5.7 VEHICLE INSPECTIONS The CITY will conduct routine vehicle inspections, scheduled and unscheduled, with CONTRACTOR's designated representative at the CITY's request. The CITY will also conduct regular fleet lot and quarterly fleet inspections.

5.7.1 Transitions:

CONTRACTOR will receive each CITY vehicle after the vehicle has been thoroughly inspected by both the CITY and CONTRACTOR.




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A. To transition the vehicles from the previous contract to this Contract, a pre-transfer and a transfer inspection shall be conducted.

B. The CITY will inspect the transitioning vehicle, with all apparent safety and operating repairs to be corrected. The CITY, in its sole discretion, shall make the final determination as to acceptable vehicle conditions for any vehicles transferred in anticipation of Contract start-up as well as during the Contract term.

C. For each vehicle transferred, all parties involved shall approve a vehicle transfer checklist provided by the CITY.

D. CONTRACTOR shall inspect, assume responsibility for, and insure vehicles by the scheduled contract start date.

E. Upon returning a vehicle to the CITY for any reason, CONTRACTOR shall ensure each vehicle is in the same operating condition and appearance as they were when received, subject to reasonable wear and tear based on mileage and age or unless otherwise authorized by the CITY.

5.7.2 General Inspections:

The CITY will assign maintenance and Contract oversight staff to be located at the CITY-owned transit facility. The CITY will designate a permanent, secure work space for the CITY's maintenance oversight staff at the facility. During the Contract period, the CITY will have immediate and unrestricted access to all vehicles and all maintenance records during planned or unannounced visits or inspections of the facility. This includes total access to any electronic program or system(s), which maintain any records (present or historical) for CITY assets supplied under the Contract. A. CONTRACTOR shall maintain computerized maintenance records for all

maintenance activities. Any work order generated by an inspection form must have the inspection form attached.

B. In its sole discretion, the CITY shall have authority, upon inspection, to take out of service any unit or fleet type for any safety reason until repairs are completed to ensure the vehicle or vehicles are safe for service. Such action does not relieve CONTRACTOR of the duty to provide service under the terms of the Contract.

C. All safety deficiencies must be corrected within five calendar days of the joint inspection and before the vehicle is put back into service.

D. All other deficiencies must be corrected as follows: i) mechanical deficiencies within seven calendar days of the CITY's inspection; ii) paint/body/aesthetic deficiencies within 30 calendar days; and iii) on-board system deficiencies prior to the vehicle's return to service. See Section 5.8 below for deficiencies categorized as “Major Repairs”.




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E. The CITY will schedule a follow-up joint inspection to ensure that all items identified for repair have been corrected.

5.8 VEHICLE CONDITION AND MAINTENANCE

CONTRACTOR shall assign a full-time maintenance supervisor on duty during all work shifts to ensure that its personnel maintain vehicles and facility equipment to the required specifications.

5.8.1 CONTRACTOR will be responsible for all vehicle maintenance and shall maintain

records for same. Maintenance shall be performed to OEM standards, CITY's written instructions, and CONTRACTOR's Vehicle Maintenance Plan as annually submitted by CONTRACTOR to the CITY.

5.8.2 CONTRACTOR shall perform all routine preventive maintenance, heavy repair, running repairs, body work of any type, and major and minor cleaning necessary to keep CITY-furnished vehicles in a safe, reliable and well-maintained condition. Additionally, CONTRACTOR shall ensure that all on-board systems are fully functional and operational prior to placing vehicles into revenue service.

5.8.3 CONTRACTOR, at its sole cost, shall maintain the vehicles, including tires, in the same operating condition and appearance in which the vehicles are received, subject to reasonable wear and tear based on mileage and age and without any cost to the CITY. Replacement tires are to be OEM quality or a grade better and shall be provided by CONTRACTOR. Retreads are permitted under the following requirements: (a) all rubber materials must be from a domestic source and manufactured in the United States; (b) tested by non-destructive testing equipment and computer controlled machinery including, but not limited to laser shearography; (c) new casings shall be retread no more than two times; and (d) retread tires are only to be used on the center and rear axles of passenger-carrying vehicles.

5.8.4 CONTRACTOR is fully responsible, without exception, for ensuring that vehicles placed into service:

A. Have a pre-trip inspection performed to ensure that the vehicle is safe before

leaving the facility and entering into revenue service (49 CFR Part 392.7) and have a post-trip inspection performed at the completion of each day’s work (49 CFR Part 396.11), including a complete cycling of the wheelchair lift/ramp as required by the original equipment manufacturer.

B. Have fully operational air conditioning and heating, wheelchair ramps and lifts, securement belts, flip seats, radios, DVRs, CAD/AVL components, APCs, fareboxes and destination signs, and any other on-board systems required for service. A current list of on-board equipment CONTRACTOR is responsible for installing or maintaining is provided in Section 5.8.14.

C. Have all certifications current including Department of Transportation (DOT) annual inspection, emissions, fire suppression systems, gas detection systems, and fire




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extinguishers. CONTRACTOR is responsible for all associated costs of the aforementioned testing and certification requirements.

D. Are free of body and decal damage, have no missing or unpainted panels, any

defects, flats, wheel curbing, or missing lugs with wheels and tires at proper inflation.

E. Are free of graffiti. CONTRACTOR shall submit a graffiti abatement plan to the CITY as part of the required annual Vehicle Maintenance Plan. The plan shall include steps that will be taken to address graffiti on the interior and exterior of revenue vehicles, emphasizing CONTRACTOR's best efforts in keeping graffiti on the buses to a minimum. At a minimum, graffiti protective film that has been damaged must be replaced on a monthly basis.

F. Have all safety items fully operational; i.e., lights, brakes, horn, tires, wheelchair tie downs, seat belts, fire suppression systems, etc.

G. All parts must be properly attached using the same number and quality fasteners as installed by the OEM.

H. Maintain a clean appearance of both the exterior and interior of the vehicle while in service at all times.

I. No vehicle may be repaired with parts taken from another vehicle for any

reason without prior written authorization from the CITY.

J. All vehicles and systems must be maintained properly as required by the CITY, OEM requirements, and CONTRACTOR's Vehicle Maintenance Plan. CONTRACTOR may not jeopardize the continuation of any warranties that exist on a particular vehicle or part from the OEM.

K. If a warranty or warranty claim is void, denied, or not submitted in a timely manner due to negligence or lack of maintenance, CONTRACTOR shall fund the remainder of the warranty from the OEM in order to cover the time that was lost due to negligence or lack of maintenance, or cover any costs arising from negligent warranty administration.

L. Running repairs: CONTRACTOR is responsible for all running repairs. If running repairs are identified by the CITY or CONTRACTOR, CONTRACTOR shall complete the repairs within seven calendar days from the time the defect was identified.

M. Major Repair: CONTRACTOR is responsible for all major repairs. CONTRACTOR shall correct all deficiencies considered to be "Major Repairs," as defined below, including but not limited to:




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1) Engine overhauls 2) Transmission rebuilding 3) Differential/rear axle rebuilding 4) Significant body damage and repairs 5) Other repairs deemed major repairs by the CITY by providing such

designation to the CONTRACOR in writing.

Major repair work must be scheduled for repairs no later than seven calendar days from the time it is identified and completed within ten calendar days from the date it is scheduled. CONTRACTOR shall notify the City of any repair work requiring more than ten working days to complete, and the reason for requiring additional time.

5.8.5 Failure by CONTRACTOR to repair or maintain CITY furnished vehicles as defined by

the manufacturer's technical manual may result in the CITY arranging for the repair or maintenance by others at CONTRACTOR's expense, as well as the assessment of any applicable liquidated damages.

5.8.6 Preventive Maintenance Inspections (PMIs) and/or safety inspections shall occur at the OEM-recommended intervals and shall include a review of accessibility equipment to ensure proper operation of annunciators, ramps/lifts, securements and seat/lap belts and head signs prior to a vehicle being returned to service. Such inspections shall be documented and tracked by CONTRACTOR and randomly audited by the CITY. PMs and or safety inspections shall not occur beyond 10% from the OEM-required intervals.

5.8.7 PM's will be based on the life miles of the vehicle rather than the hubometer miles. For example, if the hub is changed, the actual miles may conflict with the previously recorded inspection. Maintenance actions shall be based on time intervals, mileage intervals, or a combination of mileage and time intervals. CONTRACTOR shall track and record these inspections.

A. CONTRACTOR shall maintain a record of vehicle life miles and PMs performed,

and provide a monthly report to the CITY by the 10th of each month following the reporting month. This report shall include the past 30 days of service activity, including PMIs performed by vehicle number and vehicle mileage for the current and previous PMIs conducted.

B. Engine oil, filter and fuel filters must be changed at every 3,000 mile interval for the series 50 engine with EGR Valve vehicles and Caterpillar engine C-9 330 (New Flyer Artic; City unit numbers 8001-8050) and 6,000-mile interval for all other units, or as recommended by the OEM for vehicles or as indicated by oil sampling.

C. For all vehicles except circulators, transmission oil and filters must be changed at

72,000 mile intervals or as indicated by oil samples taken every 24,000 miles. All transmissions must be serviced with Transynde transmission fluid. Gaskets or seals must be replaced when the filter is replaced or changed.




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D. CONTRACTOR shall obtain a fluid sample of engine oil and send it out for standard oil analysis at each oil fluid change.

E. CONTRACTOR shall obtain a fluid sample of transmission fluids and send it out

for analysis at an interval of 24,000 miles or as otherwise recommended by the OEM. CONTRACTOR shall review and take appropriate action based on results of oil sample analyses.

F. All fluid samples found to be out of specification must be addressed and a

corrective work order made the same day of the notification.

G. These samples must be drawn from the taps designed for obtaining fluid samples, not the drains.

H. Any fluid samples found to be abnormal, critical or out of OEM specifications must be addressed with corrective repairs to the appropriate vehicle component(s) to ensure asset reliability and service life and must be reported to the CITY.

I. Air dryer must be rebuilt at every 36,000-mile inspection at a minimum.

J. The air filter must be checked every inspection and replaced if the monometer reading is above six inches of water and readings will be recorded in inspection records or replaced at 24,000 miles, whichever comes first.

K. Air conditioning filters must be changed or cleaned at every inspection, or as needed or recommended by OEM.

L. Wheelchair lift or ramp inspection must be performed every 6,000 miles and a long-form preventive maintenance inspection every 24,000 miles. Wheelchair lifts or ramps must be cycled daily, and immediately prior to entering revenue service. OEM maintenance standards must be used.

M. Air conditioning inspections must be performed every 6,000 miles, and a long-form preventive maintenance inspection every 24,000 miles. OEM maintenance standards must be used.

N. A yearly engine tune-up must be performed as per the engine manufacturer’s specifications. The tune-ups must be performed at either 36,000 miles or 5,000 hours or every 12 months, whichever comes first. All valve settings and engine codes will be recorded in the work order for the CITY's review.

O. Front wheel bearing re-pack inspections must be performed at 36,000 miles or as recommended by OEM.

P. CONTRACTOR shall establish a quality assurance program to ensure that the vehicles and all on-board equipment are maintained properly and are functioning properly before a vehicle is put into service.




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Q. Each time a vehicle enters a shop for an inspection, the engine, transmission,

radiator, and condensers must be cleaned. Care should be taken so that no damage is done to electrical components or connectors.

5.8.8 Fueling and Servicing:

CONTRACTOR shall have a full-time service island supervisor on duty to ensure service island personnel maintain vehicles to the required specifications. Service island staff shall accurately record fuel usage and vehicle miles and report this information to the CITY upon request. All vehicles returning from revenue service must be serviced daily, as described below:

A. All vehicles must be fueled and serviced daily by CONTRACTOR, with oil,

transmission, coolant levels, and windshield washer fluid checked and added, as necessary, with all tasks being recorded daily. CONTRACTOR shall inspect units nightly and complete a check-off list of such inspections. This listing must be provided to the CITY upon request.

B. All vehicle floors must be swept and mopped daily. Buses must not be hosed out for cleaning. Operator's area must be wiped down, including, but not limited to, dash controls, dash board, above the operator area and along the front dashboard.

C. Vehicle interiors and exteriors must be cleaned daily, including windshields, as often as prescribed or necessary to maintain the vehicle in a clean, dust free, and professional appearance. Interiors must be wiped down to achieve cleanliness of the entire vehicle interior. Special attention must be given to ensuring the vehicle exterior is kept clean with special attention given to the rear of the vehicle. Vehicles used in revenue service must go through the bus wash bay and be washed a minimum of once per week or as often as necessary to maintain the vehicle in a clean and professional appearance.

D. Vehicle rims must be cleaned as often as necessary to maintain the vehicle in a clean and professional appearance.

E. All passenger and operator seats must be shampooed twice per year.

F. Every 30 days, a detailed, intense cleaning of the interior and exterior must be performed. Detailed cleaning involves such area as engine compartments, wheels, back-ends, and underbody. Detailed interior cleaning must address the entire interior. The intent is to have 12 yearly intensive cleanings per vehicle at consistent intervals. This listing will be provided to the CITY upon request.

G. CONTRACTOR shall establish a quality assurance plan to ensure the vehicles are cleaned in compliance with the requirements set forth in this work scope.

H. In order to ensure vehicle miles and hours are accumulated equally, CONTRACTOR shall put all vehicles into service on a fixed rotation schedule.




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I. CONTRACTOR shall ensure all vehicles are fueled in a manner that allows for

the most efficient operation and use of the fuel station and fuel inventory. This includes fueling vehicles collectively and consistently and within a consolidated timeframe.

J. CONTRACTOR shall manage and control all fuels to minimize loss due to theft, natural gas venting due to inefficient fueling practices, or other circumstances.

K. CONTRACTOR shall develop and implement a site-specific Vehicle Idling Policy that follows Maricopa County Ordinance P-21, Vehicle Idling Restriction. Such idling policy must include allowed idling times, situations, locations, and provide a specific monitoring and documentation program. The policy shall apply to all revenue vehicles regardless of fuel type. The monitoring program records must be available for inspection by CITY staff upon request. The vehicle idling policy must be developed and submitted to the CITY for review and concurrence within 60 calendar days of Contract start date.

5.8.9 Mileage must be computed daily. The miles must be based on a hubometer;

defective hubometers must be replaced immediately.

5.8.10 Any vehicle that uses more than the following must be checked, removed from service, and repaired as needed by CONTRACTOR.

A. Engine oil - 1 quart per 7 calendar days or 400 miles

B. Transmission oil - 1 quart per 30 calendar days or 400 miles

C. Coolant - 1 quart per 30 calendar days

CONTRACTOR must keep accurate records of the above, by vehicle.

5.8.11 Body Work: CONTRACTOR is responsible for all vehicle body repair work and painting. The West Transit Facility does not have a body shop or full paint booth; it has a small parts paint booth. The booth is equipped with the necessary ventilation/exhaust and filter systems for painting small parts. All on-site painting should be performed in the paint booth. Painting shall follow all permit, health and safety regulations and shall not occur inside the facility in any location other than the paint booth. All body work and painting must be performed to industry best standards or OEM specifications. No unit may be run in service with any type of major body damage to the vehicle. This standard includes dings, cracked glass, and major scratches to any surface of the vehicle. CONTRACTOR shall repair external body damages within 30 calendar days of such defects being identified by CONTRACTOR or CITY.




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5.8.12 Road Calls:

CONTRACTOR shall maintain accurate records of all service calls whether the vehicle is changed out, repaired on location, or returned to the facility.

A. A record and/or repair order must be made for every road call, whether a defect

is found or not.

B. A road call is any disruption of service caused by a mechanical failure which results in the dispatch of a maintenance or supervisory vehicle to correct and/or remove or replace the motor vehicle while in revenue service. Such mechanical failures shall not include those caused by issues related to passenger incidents and non-preventable accidents.

C. Any and all records maintained by CONTRACTOR during the term of the Contract shall be furnished to the CITY upon request.

5.8.13 Mechanic Training:

CONTRACTOR shall ensure that mechanics are sufficiently trained in all components of the vehicle and the workplace safety requirements necessary to ensure the safe completion of all repairs. All mechanics shall ensure that all equipment is in working order prior to leaving the facility. CONTRACTOR shall provide all training for any maintenance personnel assigned to this Contract.

5.8.14 CONTRACTOR shall ensure all of the components for the following systems are installed on buses, have been programmed with current data, and are fully functional prior to use in revenue service:

A. All destination signs

B. CAD/AVL components

C. DVRs

D. Radio System

E. Farebox

F. APC System

G. Scrolling Marquee

H. Telematics System

I. On-board Mobile Router

J. PA System




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5.8.15 CONTRACTOR will retain warranty credits or reimbursements for work performed on

a CITY-owned vehicle or component/system under warranty. CONTRACTOR is responsible for submitting any documentation required by the OEM for warranty reimbursements. CONTRACTOR shall track and provide this information to the CITY as necessary or as requested at any time, and seek reimbursements as warranted from the OEM.

5.9 TECHNICAL ENVIRONMENT GUIDELINES

The CITY is the host site for regional transit technology and maintains a complex combination of Local and Wide Area Networks (LAN/WAN) that provide various forms of transit related data. The CITY is responsible for applications used by Valley Metro agencies and affiliates in multiple jurisdictions. Nearly every member of Valley Metro has a direct dependency on the information network. Each must be able to depend upon the electronic link to the system. To maintain a consistent and reliable technical environment a complete list of technology requirements is provided as Exhibit E – Technology Requirements.

5.10 WEST TRANSIT FACILITY SITE The West Transit Operating Facility is located at 405 North 79th Avenue, Phoenix, Arizona 85043. The facility sits at the northeast corner of 79th Avenue and Van Buren Street. A site plan of the facility is provided in Exhibit F – Site Plan. The facility was designed and sized for the maintenance and operation of a fleet of 250 buses, not including non-revenue transit vehicles. The facility has two entrances off 79th Avenue and an emergency entrance off Van Buren Street. The southernmost entrance off 79th Avenue is for facility employees and visitors. The northernmost entrance off 79th Avenue is only for buses, non-revenue transit vehicles, and deliveries.

5.10.1 Employee and Visitor Parking:

One parking area and main entrance area will accommodate 17 visitor parking spaces and a drop off area for employees. The northern parking lot is adjacent to the operations and administration building and will accommodate 228 employee vehicles. The southern parking lot is adjacent to the maintenance building and will accommodate 139 employee vehicles. All three parking areas have designated parking for persons with disabilities. All three parking lots have shade canopies. The two employee parking lots are accessible only via CITY-provided identification card access. Personal vehicles shall only be parked in areas designated for employee or visitor parking.

5.10.2 Bus Parking:

The largest area is for bus parking. This area is sized for 250 buses with spaces dedicated for each specific vehicle. All bus parking spaces have shade canopies. Non-revenue transit vehicle parking is also provided in various areas around the site. Additional uncovered parking areas on the northern portion of the facility provide parking spaces for the remainder of the fleet.




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5.10.3 Maintenance Facility:

The second area at the south end of the site is the maintenance building. This building is equipped with 22 maintenance bays, component shops, maintenance, administration, parts storage, mechanic locker rooms and personnel spaces, and facility maintenance shop. The building totals 97,660 square feet.

5.10.4 Administration Facilities:

The third area in the middle of the site is the operations and administration building. The building includes space for bus operator locker rooms and personnel spaces, dispatch, training, offices, telecommunications/IT server rooms, lobby, and CITY personnel. The building totals 19,960 square feet.

5.10.5 Servicing and Fueling Facilities:

The fourth area at the northwest corner is the fueling/cleaning area. This area is comprised of a fueling building, fueling and cleaning bus lanes, and fuel storage. The fueling building includes space for fueling personnel, bus cleaning and servicing supplies and equipment, and fare collection. The fueling area is comprised of four 4 fueling, cleaning, and servicing lanes. Each lane is equipped with a diesel dispenser, a liquefied natural gas dispenser, a bus vacuum station, consumable fluids service reels, and fluid management system controller. One island is also equipped with a compressed natural gas (CNG) dispenser and unleaded gasoline dispenser. The fuel storage area is comprised of three 20,000-gallon underground diesel storage tanks, one 10,000 gallon underground unleaded gasoline storage tank, three 10,000 scf compressed natural gas storage tank system, two 30,000 gallons above ground liquefied natural gas storage tanks, and related pumps, piping and controls equipment. The fueling building and canopied fueling area total 10,115 square feet.

5.10.6 Washing and Inspection Facilities:

The fifth area just south of the fueling/cleaning area is the washing/inspection area. The washing/inspection area is comprised of two bus washing bays, two undercarriage chassis wash bays, one chassis dynamometer bay, one brake inspection bay, and a facilities maintenance shop. The washing/inspection area totals 10,536 square feet.

5.10.7 Security:

The entire facility is equipped with an identification card access system, CCTV surveillance system, and intrusion detection system. At the northern bus entrance off 79th Avenue, there is a security kiosk. This entrance is restricted to official vehicle traffic only. Access is granted through this entrance via positive identification by the Municipal Security Guard stationed at the kiosk or via identification card access.

5.10.8 Space Allocation:

CONTRACTOR may allocate office and work space to its employees as it determines necessary. CITY spaces have been designated in Exhibit G - Space Plan; CONTRACTOR should not plan to utilize these spaces. Fare




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vaulting rooms are secure areas and are not available for CONTRACTOR's use. Under no circumstances shall modifications to any part or system of the facility be made without the CITY's express, written consent.

5.10.9 Furniture:

CONTRACTOR shall provide its own furniture for its employees. A sample furniture plan for the facility is provided as Exhibit H – Sample Furniture Plan. This furniture plan may be used for reference in determining potential sizes and configurations of office furniture, equipment and work stations. Only modular or free standing furniture will be allowed. Furniture cannot be affixed to the structure of the facility.

5.10.10 Electric, Voice and Data:

CONTRACTOR is responsible for its own telephone system at the facility. CONTRACTOR shall work with the telephone utility to install and activate its own telephone service at the facility. CONTRACTOR will have access to the facility telecommunications rooms around the facility for this purpose.

5.10.11 Facility Maintenance: As the operator of the West Transit Facility, CONTRACTOR is responsible for the safe and proper care/operation of the facility as stated in this Scope of Work. Due to the industrial and hazardous nature of the work conducted at the facility, all work functions are to be actively supervised on site by designated CONTRACTOR staff. The CITY's Facility Maintenance Contractor (FMC) staff shall be responsible for making repairs to the facility, systems, components, and CITY-owned and CITY-provided equipment as listed in Exhibit I - West Transit Facility Asset List. CONTRACTOR shall work directly with CITY-designated staff on all issues pertaining to facilities maintenance (including work status, scheduling, equipment downtime, etc.). The CITY's FMC will coordinate with CONTRACTOR to ensure facilities maintenance work is scheduled to minimize disruption and impacts to CONTRACTOR's operations. CONTRACTOR shall make reasonable adjustments to its operations to accommodate necessary facilities maintenance work. CONTRACTOR shall also communicate to CITY-designated staff any significant impacts and disruptions to its operations caused by issues or problems with facility systems, components, or equipment. CONTRACTOR shall maintain a clean and safe work area in all areas used by CONTRACTOR. Areas include, but are not limited to, the maintenance building, administration, fuel and wash building, the revenue vehicle parking, non-revenue transit vehicle parking, and employee parking areas. CONTRACTOR shall make repairs to the facility, systems or components during times of emergency when the CITY's facility maintenance staff is unavailable and the repair is immediate in nature, creates an unsafe working condition, or affects CONTRACTOR's ability to conduct operations. CONTRACTOR shall notify the CITY's Contract Administrator when this type of repair is required. CONTRACTOR shall not install, or have installed, vending machines or other such equipment without the prior written consent of the CITY.




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The CITY at its sole discretion may perform refurbishments to upgrade and update the facility as deemed necessary. CONTRACTOR shall work collectively with the CITY during such activities.

5.10.12 Facility and Equipment Damage: CONTRACTOR is financially responsible for any facility and/or equipment damage throughout the facility caused by CONTRACTOR or its subcontractors’ misuse (accidents, improper operation, theft, unauthorized installation or modification of equipment, etc.). The aforementioned repairs or replacement will be performed by and resolved through CITY's facilities maintenance staff. All damage must follow the Facility Damage Incident Report Procedure as identified in Exhibit J - Incident Report Procedure. The CITY shall invoice CONTRACTOR for any and all damage determined to be the responsibility of CONTRACTOR. The CITY, at its sole and unfettered discretion, shall determine the responsible party for all facility damage claims. During the first ten days of the Contract start date, CONTRACTOR and the CITY shall conduct a walk through and acceptance of the facility condition. This will establish the facility condition to be used as a baseline during the contract term and for the closeout of the Contract. At the time of Contract closeout, CONTRACTOR shall be responsible for the site conditions and any damage to the facility determined to be the responsibility of CONTRACTOR.

5.10.13 Custodial Services: CONTRACTOR is responsible for providing custodial services, sweeping and cleaning all parking lots, including employee and visitor lots, and all CONTRACTOR generated fluid waste removal. Lot sweeping and cleaning shall include the bus parking area, employee parking area, visitor parking area, non-revenue parking area and all other areas within the perimeter. The minimum custodial services required are listed in the Custodial Specifications Sheet provided in Exhibit K. Custodial services include but are not limited to semiannual (twice per year) carpet cleaning and window washing for the entire facility.

5.10.14 Signage: CONTRACTOR is responsible for all safety, office, and operational signage for the entire facility as it relates to the service delivery as identified in this Contract. The CITY is responsible for all speed enforcement calculation and signage. All sign installations must be approved through CITY-designated staff. Sign installations must be performed by the CITY's facility maintenance staff.

5.10.15 Capital and Fixed Equipment: The CITY will provide certain capital and fixed equipment available for CONTRACTOR's use. The CITY will retain ownership of CITY-provided equipment and CONTRACTOR will retain ownership of CONTRACTOR-provided equipment. A




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complete listing of CITY-provided equipment for the West Transit Facility is included in Exhibit I – West Transit Facility Asset List. CONTRACTOR will operate and maintain the equipment provided by the CITY according to OEM specifications and guidelines. CONTRACTOR shall provide a maintenance program and any necessary formal documentation to maintain CITY provided equipment, and CONTRACTOR shall make these available upon the CITY's request. Preventative Maintenance of CITY provided equipment shall be completed on schedule at a minimum of 90% of the CITY-approved service schedule and by FTA guidelines. CONTRACTOR shall, with like item, replace any CITY-provided and CONTRACTOR-maintained equipment that becomes damaged or inoperable due to CONTRACTOR or subcontractor misuse (accidents, improper operation, theft, etc.). The new equipment that replaces equipment damaged by CONTRACTOR will become CITY-provided equipment. The CITY, at its sole and unfettered discretion, shall determine when CITY-owned equipment has reached the end of its useful life and its value.

5.10.16 CONTRACTOR-Provided Equipment:

In order to render the services required in this Contract, CONTRACTOR is solely responsible for providing any additional equipment or infrastructure not explicitly discussed in this Contract or included in the exhibits that may be required in the execution of the work under the Contract. CONTRACTOR shall provide its own equipment, and maintain an updated inventory thereof, to supplement the equipment provided at the facility by the CITY. Any installation of additional equipment or infrastructure requires the authorization of CITY-designated staff and, if required, any permitting authorities having jurisdiction. All work required to install or upgrade any equipment must be performed by the facilities maintenance staff or an approved contractor by the CITY and shall be charged to CONTRACTOR.

5.10.17 Utility Costs: CONTRACTOR shall provide, at its sole cost and expense, all utilities at the facility, including electricity, natural gas, telephone and cable/internet service, water, refuse/recycling and sewer. CONTRACTOR shall utilize the CITY’s Public Works Department Solid Waste Division for refuse and recycling services at the facility. CONTRACTOR shall ensure trash is removed from all spaces daily and stored neatly in the designated area or dumpster, as directed by the CITY’s Public Works Refuse Service. CONTRACTOR shall implement and maintain a recycling program for the facility, to include receptacles in all areas of the property, as directed by the CITY’s Public Works Department Recycling Program. In addition, CONTRACTOR is responsible for the environmentally safe removal of waste interceptors, sludge tanks, underground storage tanks, trenches and any waste generated by CONTRACTOR in performing the Scope of Work. In conjunction with the notice to proceed on this contract, the account holder on each of these utilities shall be CONTRACTOR. CONTRACTOR shall assume and pay all utility bills, including start-up and subsequent monthly costs, directly to the subject utility company. On an annual




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basis, CONTRACTOR shall submit a report, including usage and costs of all utilities (electric, gas, water) paid by CONTRACTOR. This report will be used to track the efficiency of building systems and for future refurbishment/renovation projects. Approximate historical facilities costs as calculated by the current service provider are listed in the following table. The cost for all utilities is included in CONTRACTOR's overall price proposal for the Contract.

Utility 2015 2016

Electric $ 172,000 $ 176,000

Water $31,500 $28,000

Gas 29,000 $27,400

5.10.18 Facility and Building Access: The CITY shall establish and maintain control over the access control system for the facility, including access required for all CONTRACTOR and CITY employees at the facility. All facility and building access must comply with CITY Administration Regulations 4.44 and 4.45. The policies and procedures specific to the Public Transit Department are provided in Exhibit L - Security, Access, Controls and Badging Information.

5.10.19 Environmental Management:

CONTRACTOR shall submit an Environmental Management Program (EMP) and shall develop an Environmental Management System (EMS) following ISO14001 or equivalent guidelines. The EMP and EMS must be specific to the West Transit Facility, and must address all City of Phoenix, Maricopa County and State of Arizona regulations and requirements. Development of the EMP and EMS must incorporate the intent and applicable aspects of the CITY's hazardous materials management program, pollution prevention policy, storm water management program, and spill prevention, response and reporting program. The EMP and EMS must also address CONTRACTOR's areas of responsibility including environmental health and safety, hazardous materials management, air quality management and permitting, fluid management and reconciliation, vehicle idling, dry well maintenance and permitting, wastewater management, storm water management including storm water pollution prevention plan, pollution prevention, and staff environmental training program. CONTRACTOR shall submit the EMP and EMS to the CITY within 90 days of the Contract start date for review and concurrence by the CITY. CONTRACTOR shall apply for and obtain all required regulatory environmental permits, including permit fees, for construction/revision of new or existing units and/or operation of the facility in its entirety. Exhibit M - Environmental Permits, Licenses, & Policies, provides examples of permits, licenses, or policies related to environmental compliance.




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Annual reports and other routinely required documentation will be produced by CONTRACTOR as needed to maintain facility compliance. As part of the EMP and the EMS, CONTRACTOR’s Environmental Management Administrator will work closely with CITY-designated staff to ensure that daily operations comply with environmental requirements, but overall environmental compliance remains solely CONTRACTOR's responsibility. CONTRACTOR's operational responsibilities may include routine on-site inspections to ensure work procedures and record keeping, equipment/product labeling, signage, and personal protective equipment meet the EMP, EMS and regulatory requirements. CONTRACTOR shall provide, maintain and train staff on a Facilities Emergency Response Plan (FERP), covering all elements listed in this Contract as well as any other activities, as needed, to meet the safety needs of the site environments and the CITY Office of Emergency Management. CONTRACTOR shall coordinate the FERP with other workgroups that occupy the site to ensure continuity during an emergency. CONTRACTOR shall understand environmental laws and regulations required to build a comprehensive environmental compliance program that includes, but is not limited to, the duties described above.

5.11 VEHICLE MAINTENANCE PLAN AND PROGRAM

The FTA, per FTA Circular 9030.1D, requires each recipient of federal funding to have a current written maintenance plan for its federally funded rolling stock. CONTRACTOR shall fully comply with all these same standards, and CONTRACTOR is required to have a formal written plan for maintaining transit vehicles and to submit the plan to the CITY annually for its review. 5.11.1 An effective maintenance plan and program addresses the unique needs of each

type of transit vehicle and the unique characteristics of each operating environment. At a minimum, the plan and program shall be updated annually and shall:

A. Identify and define goals and objectives and provide tangible evidence of how

they are achieved;

B. Address and be specific to the current mix of rolling stock assigned to CONTRACTOR;

C. Outline procedures for maintaining safety and accessibility equipment including but not limited to all on-board systems as outlined in Section 5.8.14;

D. Describe preventive maintenance procedures;

E. Adhere to OEM requirements for vehicles and parts under warranty;




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F. Be updated annually to account for industry changes; and

G. Be submitted to the CITY annually in electronic form. 5.12 REVENUE COLLECTION AND CONTROL

All fares collected are the property of the CITY. All cash boxes must be emptied from the fareboxes and all fareboxes must be probed by CONTRACTOR staff, with vehicle probing activities to be recorded daily for all revenue vehicles, and reported to the CITY in the monthly operation report. CONTRACTOR shall keep a log of each revenue vehicle probed and cash box emptied and report to the CITY any problems encountered with the process on a daily basis.

5.12.1 On-Board Checks:

The CITY may periodically conduct on-board farebox checks, including observations to ensure Operators’ proper interface with the farebox according to instructions provided by the FCS provider and proper problem reporting. CONTRACTOR shall cooperate with the CITY in any such on-board checks.

5.12.2 Fare Recording and Boardings: CONTRACTOR's bus operators shall ensure collection and recording of each boarding by fare type, including recording of non-fare boarding as set forth by the CITY and regional fare policies.

5.12.3 CONTRACTOR shall enforce the Phoenix City Council Approved Regional Fare Structure. CONTRACTOR shall ensure fares are charged and collected from all passengers, and that passengers paying reduced cash fares, purchasing reduced fare media or boarding with reduced fare media are eligible. Cancelled or expired Smartcards are not allowed for fare payment. CONTRACTOR shall ensure that Smartcards with mutilated pictures or graphics are confirmed eligible for fare payment and that all passengers activate/validate their passes in an approved manner with the farebox. CONTRACTOR shall be liable to the CITY for uncollected fares except where a properly maintained farebox has malfunctioned or is unable to accept fare media or cash fares. The recovery of uncollected fares for which CONTRACTOR is liable to the CITY will be determined by the CITY. CONTRACTOR shall provide sufficient revenue employees and training to ensure that each day all buses in revenue service have the cash boxes emptied, the data is downloaded from the farebox into the Public Transit Department FCS, buses are supplied with the requisite amount of passes required to complete revenue service, and all information is uploaded into the farebox from the FCS. CONTRACTOR shall also provide the requisite amount of staff to perform farebox fingertip maintenance and repairs and preventive maintenance tasks as outlined in FCS manuals or as otherwise directed by the CITY. This includes performing repairs to remedy farebox malfunctions while vehicles are in revenue service. Introduction of a BRT system may include off-board fare payment and/or modified payment enforcement conducted by someone other than the bus operator.

5.12.4 CONTRACTOR shall implement adequate controls over every facet of the FCS including, but not limited to, ensuring malfunctioning fareboxes are reported to the




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CITY’s OCC and repaired immediately in accordance with fingertip maintenance procedures jointly defined and approved by the CITY and the FCS contractor or reported immediately to the CITY's FCS contractor helpdesk for repair as soon as the malfunctioning farebox or vault equipment is identified. CONTRACTOR shall ensure preventive maintenance is performed in a timely manner. CONTRACTOR shall perform:

A. Fingertip maintenance procedures as prescribed in Exhibit N - Farebox Repair

and Maintenance Manual.

B. Farebox preventive maintenance procedures as prescribed in the Farebox Repair and Maintenance Manual. Farebox preventive maintenance tasks to be performed by CONTRACTOR are as follows:

Farebox Preventive Maintenance Tasks Frequency

Cleaning of farebox exterior Monthly Cleaning of Operator Control Unit (OCU) Monthly Cleaning of Coin Verifier Monthly Cleaning of Bank Note System (BNS) with Cleaning Pad

Monthly

Cleaning of swipe reader with Special Cleaning Pad

Monthly

Cleaning of ticket issuing device with regard to feed/cut unit and read/write unit

Monthly

C. When a repair is beyond the scope or technical ability of CONTRACTOR,

CONTRACTOR shall use the Farebox Field Corrective Action/Incident Report Form (see Exhibit O) to report farebox malfunctions and request farebox repairs from, the CITY's FCS contractor.

D. CONTRACTOR shall be responsible for reimbursing the CITY's FCS contractor for the cost of any out of scope repairs not covered under the CITY's Maintenance Service Agreement. Out of scope repairs include, but are not limited to, damage to farebox components due to misuse, negligence, unauthorized maintenance and vandalism by a CONTRACTOR employee or the riding public.

E. The CITY will perform periodic inspections of CONTRACTOR's farebox preventive maintenance records to ensure the requisite maintenance is performed at the intervals listed above. CONTRACTOR shall provide a report generated by their vehicle maintenance software program of all completed farebox prevention maintenance inspections on a monthly basis.

5.12.5 CONTRACTOR shall ensure that strict controls are maintained over cash collected.

Audits will be conducted by the CITY to ensure CONTRACTOR employees follow the stated fare collecting procedures and policies, and CONTRACTOR's supervisory staff monitor and modify fare collecting procedures and policies as




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needed. CITY shall be notified of any proposed changes to CONTRACTOR's fare collecting procedures or policies.

5.12.6 CONTRACTOR shall maintain a log of all buses in revenue service each day and reconcile the log to the buses probed every day to verify that all buses that were in revenue service were probed and the cash boxes emptied in compliance with procedures described in the FCS documents. A copy of the daily reconciliation must be provided to the CITY and kept on file by CONTRACTOR for the CITY's auditing purposes.

5.12.7 CONTRACTOR shall exchange the facility mobile vaults with empty vaults when they are full. The CITY shall make available an adequate supply of mobile vaults to CONTRACTOR. The CITY will empty the mobile vaults each day to separate cash to allow for reconciliation and prepare the cash for pick up by the CITY's armored car service Monday through Friday, except CITY-observed holidays, unless required to ensure CONTRACTOR can continue to probe and empty the cash boxes. The CITY shall randomly select the buses that will have the cash boxes audited daily, on a specified day or weekly or as often as deemed necessary by the CITY to ensure the accuracy of the farebox. CONTRACTOR staff shall complete a separate tag for each cash box and attach it to the cash box handle. The tag must contain the following information: date, time, bus number, and cash box puller's name. The cash boxes must be locked in a secure location until CITY staff arrives to audit and record the cash in each cash box.

5.12.8 The CITY's armored car service will transport all fare revenue from the transit facility to a location where the cash will be counted and deposited into the CITY's bank account.

5.12.9 CONTRACTOR must provide the CITY with a Fare Collection System Key Control

Policy. The policies/procedures will identify the Key Control authorities, the individual(s) requiring revenue keys and/or probing cards, and the individual(s) responsible for securing keys and/or probing cards. The policies/procedures shall include the process for acquiring revenue keys and/or probing cards, the procedure to follow for notification of lost, stolen or damaged keys and/or probing cards, and the process to follow for the return of terminated employee revenue keys and/or probing cards. Upon receipt of these policies/procedures, CONTRACTOR shall submit the appropriate forms to request employee rights/access to the FCS along with the appropriate forms for the issuance of revenue keys and/or probing cards. Upon separation of any revenue employee, CONTRACTOR shall immediately collect all revenue keys and/or probing cards.

5.12.10 Any personnel involved in cash box pulling or supervision at any level must

undergo a background check prior to hiring. CONTRACTOR shall provide the CITY with the names of the cash box pullers, and provide the CITY an opportunity to review the cash box pullers’ background checks.

5.12.11 Each fare revenue employee will be provided an identification card that will also

provide access to the fare revenue room. Upon separation of any revenue




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employee, CONTRACTOR shall collect the identification card and notify the CITY within 72 hours of the effective date of separation.

5.12.12 CONTRACTOR shall ensure that the CITY's fare revenue is safeguarded to the

maximum extent possible. If CONTRACTOR fails to provide adequate safeguards or is negligent, CONTRACTOR is liable for all uncollected, lost, stolen or misplaced revenues for which the CITY will invoice CONTRACTOR.

5.13 LOST AND FOUND POLICY

5.13.1 CONTRACTOR shall make a reasonable attempt to identify and return lost items to

the passenger within 24 hours. The CITY provides lost and found tags and “found item” log sheets. When it is not possible to return the item, CONTRACTOR shall: A. Tag the item and note the route, trip number or location where the item was

found, date found;

B. Include name of person turning in the item with a brief description of the item; and

C. Maintain a log of lost and found items.

5.13.2 CONTRACTOR shall coordinate the delivery of lost items to the CITY's Central Station transit center located at 300 North Central Avenue in downtown Phoenix. Central Station staff is responsible for the disposition of any property delivered to them by CONTRACTOR. Under no circumstance may any lost and found items be returned to CONTRACTOR's employees.

5.13.3 CONTRACTOR must deliver all lost and found items within 24 hours Monday - Friday between the hours of 8:00 a.m. - 10:00 a.m., excluding holidays.

5.14 DATA GATHERING AND REPORTING REQUIREMENTS

CONTRACTOR shall collect data as required and outlined by the CITY and provide periodic statements showing a comparison of the transit system's past performance and of various management goals and objectives. Monthly and quarterly reports are due on or before the 10th of the following month. Annual reports are due by July 1 of each year, unless otherwise indicated by the CITY. CONTRACTOR shall provide all information and reports required by the CITY or the FTA and will permit access to books, records, accounts, or any other sources of information and facilities as may be requested by the CITY. Where any information required is in exclusive possession of another who fails or refuses to furnish this information, CONTRACTOR shall so certify to the CITY or FTA, as appropriate, and shall set forth what efforts it has made to obtain the information. All data gatherings and reporting must conform to CITY and FTA requirements. CONTRACTOR shall remit all reports to the CITY in a format prescribed by the CITY. Any report may be revised, reorganized, changed, increased or decreased in number and frequency as directed by the CITY in its sole discretion.




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Additional detail for most of the documents in the table below is included in Sections 5.14.1 – 5.14.20. For those not further described below or elsewhere in the Scope of Work, CONTRACTOR shall work with CITY staff to develop the documents.

Name Frequency

Down List Daily

BRT Ridership Monthly

Customer Contacts Monthly

Farebox Probe/Cash box Report (see Section 5.12) Monthly

Farebox and Vehicle PMI (see Section 5.12) Monthly

Invoice Monthly

Monthly Management Report Monthly

Neighborhood Circulator Ridership Monthly

On-Time Performance Report Monthly

Operating Statement Monthly

Road Call Report (see Section 5.8) Monthly

Safety/Mechanical Report Monthly

Utility Usage and Cost Report Monthly

Vehicle Accident Summary Report (see Section 5.17) Monthly

Wheelchair Rescues Conducted Report Monthly

Disadvantaged Business Enterprise (DBE) Report Quarterly

Facility Emergency Plan Annually

FCS Keys and Probe Cards Policy and Procedure Annually

Financial Statement Annually

National Transit Database Report Annually

Vehicle Maintenance Plan Annually




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Policy and Procedures for acquiring and securing FCA Keys and Probing cards

Annually

Substance Abuse Plan Annually

ADA and Title VI Complaint Resolution Plan Due within 60 days of start up

ADA Training Plan and Curriculum Due within 60 days of start up

Cash Handling Plan / Fare Collection Policy Due within 60 days of start up

City Provided Equipment Maintenance Program Due within 60 days of start up

Environmental Management Program Due within 60 days of start up

Equal Employment Opportunity Plan Due within 60 days of start up

Facility Custodial Service Schedule Due within 60 days of start up

Facility Emergency Response Plan Due within 60 days of start up

Fare Revenue Policy Due within 60 days of start up

Fuel Inventory Control Procedure Due within 60 days of start up

Operations Staff Training Plan and Program Due within 60 days of start up

Risk Control and Safety Plan Due within 60 days of start up

Substance Abuse Prevention Policy Due within 60 days of start up

Vehicle Maintenance Plan and Idling Policy Due within 60 days of start up

5.14.1 Down list: Daily, date rolling, tracking report itemizing each vehicle that is out of service. The report will contain the date taken out of service, reason and projected completion date.

5.14.2 BRT Ridership: Monthly report of ridership for each BRT route, to include total Passengers, wheelchair/mobility aid, and bicycle boardings.

5.14.3 Customer Contacts:

A monthly report, including a status or disposition, of all customer contacts received by CONTRACTOR.

5.14.4 Invoice: Monthly itemization for the services performed by CONTRACTOR includes, but is




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not limited to: total days, Revenue Miles operated, rate of payment per route type (local, Express, RAPID, and circulator); by category of weekday, Saturday and Sunday; missed service; and maintenance costs. The itemized invoice will be printed on CONTRACTOR letterhead and signed by the General Manager.

5.14.5 Monthly Management Report (MMR): Monthly report of key data including, but not limited to: weekday and weekend ridership for local, RAPID, Express, and circulator routes; on time performance; and other data as prescribed by the CITY.

5.14.6 Neighborhood Circulator Ridership: Monthly report of ridership for each neighborhood circulator route, to include total passenger, wheelchair/mobility aid, and bicycle boardings.

5.14.7 On-Time Performance: This indicator will be measured using the data from CAD/AVL system to monitor performance on all routes. On-time performance will be measured for all time points imported into the CAD/AVL system from HASTUS. The CITY will gather input and requests from CONTRACTOR and, with the concurrence of Public Transit Director, will be the authorized party to make any changes to this indicator during the year, if deemed necessary.

5.14.8 Operating Statement: Monthly report to include a summary of revenue and non-revenue hours, total scheduled miles, vehicle hours, revenue and Non-Revenue Miles, Missed Revenue Miles, total vehicle miles, passenger counts, wheelchair/mobility aid boardings, on time performance, missed trips, performance indicator statistics, accidents (chargeable and non-chargeable), and revenue. This report shall be presented by these indicators provided in Phoenix, Glendale, Scottsdale, and other cities as appropriate.

5.14.9 Safety/Mechanical: Monthly report indicating mechanical breakdowns and vehicle inspections. Mechanical breakdowns that result in a six minutes or greater delay in service shall be reported. Details shall include: date, time, route, location, unit number, type of problem, CONTRACTOR response and remedy, and length of delay.

5.14.10 Utility Usage and Cost Report: A monthly report, including usage and costs, of all utilities (electric, gas, water) paid by CONTRACTOR. This report will be used to track the efficiency of building systems for future refurbishments/renovations.

5.14.11 Wheelchair Rescues Conducted Report: Monthly report of the total number of wheelchair rescues conducted each month with corresponding problem that necessitated the rescue.

5.14.12 Disadvantaged Business Enterprise (DBE) Report: CONTRACTOR agrees that in connection with performance of this Contract,




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CONTRACTOR will cooperate with the CITY in meeting its commitments and goals with regard to the maximum utilization of DBE, and CONTRACTOR will use its best efforts to ensure that disadvantaged business enterprises shall have the maximum practicable opportunity to compete for subcontract work under this Contract. This assurance is given by CONTRACTOR and is binding upon it and upon its sub-grantees, contractors, subcontractors, transferees, successors in interest and other participants.

5.14.13 Financial Statement: Audited Annual report of all relevant operating financial data.

5.14.14 National Transit Database Report:

Annual report of transit statistics as prescribed by the CITY and National Transit Database (NTD) Reporting Manual.

5.14.15 Policy and Procedure for acquiring and securing FCS Keys and probe cards.

5.14.16 Cash Handling Plan:

Annual plan outlining procedures for fare collection.

5.14.17 Equal Employment Opportunity Plan: CONTRACTOR shall develop an Equal Employment Opportunity (EEO) Plan and update it throughout the Contract term. The plan shall comply with the Federal Transit Administration Circular 4704.1A “Equal Employment Opportunity Program Guidelines for Grant Recipients” (as amended). CONTRACTOR shall fully comply with EEO regulations as they pertain to subcontractors.

5.14.18 Facility Emergency Response Plan: Contingency plan for continuation of operations and service in case of security alert and/or natural or man-made emergencies.

5.14.19 Substance Abuse Plan: Annual plan outlining substance abuse testing as required by 49 CFR Parts 40 and 655.

5.14.20 Vehicle Maintenance Plan: Annual plan for both preventive and corrective maintenance as well as graffiti abatement on entire fleet submitted in electronic form. See Section 5.8.

At the conclusion of the Contract term, CONTRACTOR shall submit all reports and documentation as required by Federal, State, and local regulations and by the terms of the Contract. Furthermore, CONTRACTOR shall ensure that all reports are current and complete. CONTRACTOR shall retain all financial books, records, and other documents relevant to the Contract for five years after final payment or until after resolution of any audit questions (which could be more than five years), whichever is longer. Federal, State, or CITY auditors and any other persons duly authorized by the CITY shall have full access to, and the right to examine, audit, copy, and make use of any and all said materials.




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5.15 RISK CONTROL INCLUDING SAFETY PROGRAM

CONTRACTOR is solely responsible for safety under the Contract. CONTRACTOR shall safely render all services and perform all work under the Contract. CONTRACTOR shall develop a comprehensive, ongoing systematic review of hazards involving vehicles, equipment, machines, the environment, and people, and take action to avoid identifiable hazards as required as part of CONTRACTOR services. The goal is to provide a safe environment for the public and CONTRACTOR.

5.15.1 CONTRACTOR shall be responsible for compliance with all applicable Federal,

State, County and local laws, ordinances, and regulations during the performance of this work. CONTRACTOR shall indemnify the CITY from fines, penalties, and corrective measures that result from acts of commission or omission of CONTRACTOR, its subcontractors (if any), agents, employees, and assigns and their failure to comply with such safety rules and regulations.

5.15.2 CONTRACTOR shall enforce the use of any and all personal protective equipment needed to complete the tasks required by this Contract.

5.15.3 CONTRACTOR shall provide warning signs, barricades and verbal warnings as required in order to provide proper guidance to its workforce.

5.15.4 CONTRACTOR shall inform its employees of emergency procedures to be followed in case of a fire, medical emergency, or any other life-threatening catastrophes.

5.15.5 CONTRACTOR shall notify the CITY immediately of any accident involving personnel or damage to material and equipment. All accidents involving a CITY-owned vehicle shall also be logged into the CAD/AVL system by the CITY’s OCC.

5.15.6 CONTRACTOR shall perform job site safety inspections monthly. A report of CONTRACTOR’S findings and observations, as well as corrective measures taken, where required, shall be made available to the CITY upon request.

5.15.7 CONTRACTOR shall provide and maintain on the site, at all times, first aid kits which contain all emergency medical supplies likely to be required by persons in the facility.

5.15.8 CONTRACTOR shall provide a Safety Plan with written rules and procedures for the assessment of preventable and non-preventable accidents. CONTRACTOR shall:

A. Conduct monthly safety inspections.

B. Hold monthly safety committee meetings.

C. Annually review vehicular and passenger accidents.




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D. Develop and implement safety-related training.

E. Conduct hazardous materials training. 5.16 VEHICULAR-EMPLOYEE ACCIDENT AND INJURY INVESTIGATION

5.16.1 For investigation of accidents and injuries, CONTRACTOR shall:

A. Interview supervisors and employees relative to accident/injury.

B. Assist employee in filing proper reports in a timely manner.

C. Process claims to appropriate local/state agencies.

D. Submit appropriate monthly, quarterly, and annual reports.

E. Work as liaison with police departments.

F. Report all accidents to designated CITY staff.

5.16.2 Contractor shall report all accidents involving a CITY-owned vehicle, including minor accidents which occur on CITY property, to CITY Police Department, CITY’s OCC and the Public Transit Department.

5.17 ACCIDENTS/INCIDENTS NOTIFICATION REQUIREMENT AND PROCESS

Accidents are defined per 49 CFR Part 655.4. CONTRACTOR must report to the CITY, on a monthly basis, any Major Safety and Security incidents, as well as any Non-Major Safety and Security Incidents, per the reporting thresholds outlined in the NTD Safety and Security Reporting Manual. The CITY must be notified immediately of any accident that meets the above criteria, result in anyone being transported for medical attention, or when any media respond or are potentially anticipated to respond to any accident scene.

5.18 SUBSTANCE ABUSE PREVENTION POLICY CONTRACTOR shall establish and implement a drug and alcohol testing program that complies with 49 CFR Parts 40 and 655, produce any documentation necessary to establish its compliance with Part 40 and Part 655, and permit any authorized representative of the United States Department of Transportation or the CITY, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under Part 40 and Part 655 and review the testing process. CONTRACTOR shall further submit the Management Information System (MIS) reports before February 28, annually, to the Transit Compliance Officer, City of Phoenix Public Transit Department, 302 N. 1st Avenue, Suite 900, Phoenix, AZ 85003.

5.19 OPERATION DURING A DECLARED EMERGENCY In the event of a declared emergency, CONTRACTOR must deploy operators, vehicles and support staff in a manner prescribed by the CITY. The CITY will compensate




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CONTRACTOR during such period of declared emergency for services that exceed the normal expense of operating service under this Contract.

5.20 EMERGENCIES

5.20.1 CONTRACTOR shall develop, implement, and maintain an Emergency Operations Plan to respond to emergencies and routine problems that may occur. Written procedures and processes must be submitted to the CITY sixty (60) days prior to the start of service and will be updated annually. Occurrences include, but are not limited to:

A. Passenger injuries

B. Deaths

C. Disturbances

D. Illness

E. Inclement weather

F. Accidents

G. Detours

H. Employee Injuries

I. Strikes/Walkouts/Work Stoppage(s)

5.20.2 CONTRACTOR shall prepare and maintain during the term of its Contract with the CITY a Continuity of Operations Plan (COOP) that complies with Federal Preparedness Circular 65 dated June 15, 2004 (FPC65), or the most current circular as updated during the term of the Contract. As needed, CONTRACTOR shall also assist the CITY in developing and maintaining emergency planning efforts including emergency preparedness and disaster recovery planning.

5.20.3 CONTRACTOR shall immediately inform the CITY of any known or possible work stoppage or concerted work action. The CITY may request, and CONTRACTOR shall provide, a written strike plan in response to, and specific to, any possible impending work stoppage or related actions by its workforce, in whole or in part. The CITY may also request an updated plan at any time during the term of the Contract and CONTRACTOR shall immediately remit the plan to the CITY.

5.20.4 During a work stoppage of any kind, CONTRACTOR shall be wholly responsible to operate and track daily revenue service at a level equal to or greater than Sunday level service. By the beginning of the fifth day from the initiation of the strike or concerted work action, CONTRACTOR shall fully implement the required Sunday level service, recognizing that CONTRACTOR will use its best efforts to allocate any




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and all identified resources toward the provision of service beginning on day one of a strike or concerted work action. As resources allow, service shall be initially concentrated on the routes with the most ridership or as otherwise directed by the CITY. CONTRACTOR is responsible for all costs associated with development and implementation of this reduced service level, recognizing that the CITY will pay CONTRACTOR only for Revenue Miles tracked and operated during such a time. If CONTRACTOR has not provided services in full compliance with this section by the aforementioned fifth calendar day from the initiation of the strike or concerted work action, then the CITY may (in lieu of finding CONTRACTOR in default) use a replacement operator to provide the services (collectively referred to as "replacement services"). The CITY may utilize such replacement services as a substitute for all or any part of CONTRACTOR’s services, and may maintain replacement services in effect until CONTRACTOR is able to resume performance in full compliance with this Contract. Before implementing replacement services, the CITY shall notify CONTRACTOR in writing to cure its noncompliance with the Contract. If the CITY utilizes replacement services under the Contract, CONTRACTOR shall be liable to the CITY for the actual amount by which the cost of the services exceeds the amount that would have been payable under this Contract for comparable services. During the period in which any replacement services are provided, the only compensation payable to CONTRACTOR will be for the Revenue Miles that CONTRACTOR itself actually provides. Any action taken by the CITY in response to CONTRACTOR's failure to perform shall not preclude the CITY from subsequently finding CONTRACTOR in default of this Contract for the same or any related failure to perform.

5.21 MARKETING AND PUBLIC RELATIONS

5.21.1 The CITY provides all schedules, maps, interior car cards, fare media and other

printed passenger information materials required for marketing the transit service.

5.21.2 CONTRACTOR shall distribute and/or install CITY passenger notices or interior car cards, cooperate and participate in marketing, promotion, advertising, public relations, and public education programs and projects undertaken by the CITY from time to time. All advertising materials are subject to CITY approval prior to being installed. All signage, except those required by the CITY, are subject to placement on a space-available basis with paid advertising as the priority.

5.21.3 The CITY shall be the exclusive public media spokesman in connection with transportation service, unless media inquiries are specific to CONTRACTOR’s proprietary information or are inquiries that only CONTRACTOR can respond to.




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5.21.4 Before taking action, CONTRACTOR shall notify the CITY of any court subpoenas, public or media requests for records, data or other information in possession of CONTRACTOR related to performance of Contract requirements, terms or conditions.

5.21.5 The CITY has established guidelines for communicative activities on public transit properties and assets. Under no circumstances may CONTRACTOR or its employees distribute, or allow the placement or distribution of any unauthorized oral, printed, or written materials on public transit properties or assets without the expressed written permission from the CITY.

5.22 ADVERTISING ON EXTERIOR AND INTERIOR OF VEHICLES

5.22.1 CONTRACTOR shall allow bus advertising vendors contracted by the CITY, and

their subcontractors, access to all buses assigned to this Contract to install and remove advertising material and to accommodate the vendor's and subcontractors’ need to accomplish those tasks through working space and availability of vehicles to the extent it does not unreasonably interfere with CONTRACTOR's primary duties of providing transit services.

5.22.2 CONTRACTOR shall communicate regularly with the CITY’s bus advertising vendors regarding issues affecting bus availability for advertising installation and removal, such as providing the CITY’s vendor a copy of the daily bus out of service list, and 90-day paint cure period list.

5.22.3 CONTRACTOR shall ensure buses are washed, dried, and prepared for advertising installation when the CITY or the CITY’s bus advertising vendor provides an advance notice of three business days.

5.22.4 CONTRACTOR shall regularly install and remove selected interior passenger notices and signage bus cards at the CITY's direction. All signage, except those required by the CITY, are subject to placement on a space available basis with paid advertising as the priority. All non-paid advertising interior car cards shall be displayed in a clean and neat condition acceptable to the CITY. CONTRACTOR shall inspect non-paid interior advertising car cards daily during the fueling and cleaning of buses, and remove and replace any non-paid interior car cards in disrepair (rips, tears, graffiti, and excessively dirty or faded).

5.22.5 Advertising materials shall be posted with adherence to the dates notated on the individual advertising contracts between the CITY’s advertising vendor and its clients.

5.22.6 CONTRACTOR shall conduct a pre-installation inspection of buses and approve buses for advertising installation. Any bus damage discovered by CONTRACTOR shall be documented during any pre- or post-inspections conducted by CONTRACTOR. CONTRACTOR shall reject the damaged bus from advertising installation until repairs are complete and notify the CITY. The CITY, in its sole opinion, will determine the responsible party for the bus damage repair.




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5.22.7 The CITY's bus advertising vendor is responsible for repairing any damage to a bus

which the CITY, in its sole opinion, deems resulted from the installation or removal of advertising material by the CITY's advertising vendor. The bus advertising vendor can choose to work directly with CONTRACTOR to affect repairs. CONTRACTOR shall develop a system to document such damage to distinguish it from other types of damage; such a system must include: bus number, area(s) needing repair, and digital pictures of vehicle’s condition. If CONTRACTOR provides the repair work, CONTRACTOR shall obtain the concurrence of and invoice the CITY's bus advertising vendor for such repairs at the current standard hourly rates for CONTRACTOR, a cost agreed upon between CONTRACTOR and the CITY's advertising vendor and reviewed by the CITY.

5.23 CONTRACTED SERVICE PERSONNEL

This Contract is not intended to constitute, create, give rise to or otherwise recognize a joint venture agreement, partnership between the CITY and CONTRACTOR or other relationship, nor does the Contract establish a formal business organization of any kind, and the parties’ rights and obligations shall be only those expressly set forth in the Contract. The parties agree that no persons supplied by CONTRACTOR in the performance of CONTRACTOR's obligations under the Contract are considered to be CITY employees, and no rights of CITY civil service, retirement or personnel rules apply or accrue to such persons. CONTRACTOR shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, worker's compensation, occupational disease compensation, unemployment compensation, other employee benefits and all taxes and premiums appurtenant thereto for its employees, and CONTRACTOR shall defend, indemnify, save and hold the CITY harmless with respect thereto. CONTRACTOR shall be solely responsible for the satisfactory work performance of all its employees as described in this Contract or in any performance standards established by the CITY. CONTRACTOR shall be solely responsible for payment of all its employees' and/or subcontractors’ wages and benefits. In addition, CONTRACTOR shall be responsible for identifying and arranging restroom and break facilities for use by the bus operators while in the provision of service on all designated routes. CONTRACTOR shall maintain the Key Personnel identified in its proposal and/or BAFO for a minimum of 18 months from the Contract date unless they resign their employment with CONTRACTOR. All of CONTRACTOR's Key Personnel shall be assigned full-time (a minimum of 40 hours per week) to this project unless otherwise approved in writing by the CITY. In the event one or more of Contractor’s Key Personnel is permanently replaced, Contractor shall notify the CITY at least seventy-two (72) hours prior to the replacement date and time. The replacement personnel shall be subject to CITY’s prior approval. If the CITY approves a variance to the time dedication level of any supervisory staff, this variance is subject to immediate reversal at the sole discretion of the CITY. Offices of all CONTRACTOR personnel assigned to this Contract will be physically located at the West




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Transit Facility. 5.23.1 General Manager

CONTRACTOR shall provide contract management through a General Manager at a level and capability sufficient to oversee and manage all activities associated with every aspect of this Scope of Work and the Contract. The principal function of the General Manager shall be to supervise and provide expertise in all transit operations. The General Manager will work cooperatively with the CITY in assuring service quality.

Minimum Qualifications: The General Manager shall have a minimum of three years’ experience as a manager supervising and running a fixed-cost transit property/operation of similar size and scope.

The CITY reserves the right to approve the qualifications of any General Manager proposed by CONTRACTOR, and to provide input to CONTRACTOR as appropriate. The CITY may advise CONTRACTOR regarding the individual's performance with respect to the specifications and performance goals stated in the Contract.

5.23.2 Maintenance Manager CONTRACTOR shall provide maintenance management through a Maintenance Manager at a level and capability sufficient to oversee its functions and employees. The principal function of the Maintenance Manager will be to oversee fleet maintenance functions and employees.

Minimum Qualifications: The Maintenance Manager shall have a minimum of three or more years of recent (within the past five years) direct successful experience in a Maintenance/Assistant General Manager capacity managing a fixed-cost transit property/operation with an alternative fuel fleet of similar size and scope.

5.23.3 Operations Manager

CONTRACTOR shall provide operations management through an Operations Manager at a level and capability sufficient to oversee its functions and employees. The principal function of the Operations Manager will be to oversee the operations division and employees.

Minimum Qualifications: The Operations Manager shall have a minimum of three years of recent (within the past five years) direct successful experience in an Operations/Assistant General Manager capacity managing a transit property/operation of similar size and scope.

5.23.4 Environmental Manager CONTRACTOR shall engage the services of a full-time environmental management administrator, stationed at all times at the West Transit Facility, unless otherwise approved by the CITY, and shall develop and implement a comprehensive EMP




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and EMS within 90 days of commencement of the Contract to maintain local, county, state and federal environmental compliance at the West Transit Facility.

Minimum Qualifications: The Environmental Manager shall have a minimum of three years of environmental experience and training in air quality management, underground storage tank management and monitoring, hazardous materials management, storm-water and water pollution control management.

The Environmental Manager will work cooperatively with the CITY and be accountable for substantive matters pertaining to environmental maintenance and management as provided under this Contract. These matters include, but are not limited to: A. Compliance with FTA and other federal, state, and local regulatory

requirements.

B. Complete chemical inventory, data collection, and environmental record keeping.

C. Effective environmental compliance and sustainability management.

D. Perform required environmental training for all staff under this Contract.

E. Ensure all environmental requirements are met for fleet, materials, and

equipment.

F. Provide a clean and safe environment.

5.23.5 Information Technology Specialist CONTRACTOR shall provide Information Technology (IT) management through an IT Specialist at a level and capability sufficient to oversee IT-related operations and needs. The principal function of the IT Specialist will be to oversee CONTRACTOR’s connectivity, accessibility, and use of transit application systems and related hardware and software. This software may include, but not be limited to Fluid/Fuel Management systems, CAD/AVL system, and Software Scheduling and Dispatch system. The IT Specialist shall effectively support and convey technical requirements to management staff set forth by the CITY, manage IT resources in terms of equipment, maintain technical service level requirements as prescribed by the CITY, maintain quality of services by establishing and enforcing CITY IT standards, verify application compliance by establishing and conducting internal procedural audits, maintain professional and technical knowledge by attending relevant CITY-sponsored transit system meetings and training sessions. The IT Specialist will provide adequate first-level support to enable effective operator/vehicle assignments and prompt responses to all areas of technology when situations occur that could impact CONTRACTOR’s service. As




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CONTRACTOR’s first-level support for transit business applications and systems, the IT Specialist shall monitor communications from CITY staff and respond as necessary or as directed by the CITY to issues reported by personnel for all transit applications and systems. The IT Specialist shall be available to provide first-level support at all times when services are scheduled to operate. The IT Specialist shall be responsible for ensuring user accounts are valid and up-to-date, and that all CONTRACTOR staff accessing CITY resources have received, understood, and provided signed acknowledgement of and are in compliance with IT policies. The IT Specialist shall also be responsible for supporting notifications when user accounts are no longer active or the employees are no longer working for CONTRACTOR. The IT Specialist shall have a back-up support person in the event that this primary specialist is unable to perform their job duties. Contact information shall be provided to CITY staff which includes name, phone number(s), and email.

Minimum Qualifications: The IT Specialist shall have a minimum of three or more years of recent (within the past five years) experience supporting applications, network, servers and desktops.

5.23.6 CONTRACTOR shall notify the CITY in writing prior to removing, reassigning or

appointing an individual from or to any Key Personnel position whether in an acting or permanent capacity. For all Key Personnel, CONTRACTOR shall fill vacancies with CITY approval within 45 calendar days of the vacancy unless otherwise approved by the CITY in writing.

5.23.7 CONTRACTOR shall provide sufficient street supervision of contracted services including the monitoring of schedule adherence, accident/incident investigation, on-street operation, and on-route compliance. This supervision must include conducting ride checks (on-board) to ensure operator adherence to procedures (e.g., fare collection, ADA compliance, and passenger relations). Such supervision must also include responses to investigation of accidents/incidents within 20 minutes of occurrence. Street supervision must be present at all times and in sufficient number when services are scheduled to operate. The CITY reserves the right to provide similar investigations and adherence checks of its own without notice to ensure CONTRACTOR's compliance with terms of the Contract.

5.23.8 CONTRACTOR shall provide adequate dispatch monitoring personnel to enable effective operator/vehicle assignments and prompt responses to all areas of operations when situations occur that could impact CONTRACTOR's service. CONTRACTOR shall monitor communications between the CITY’s OCC staff and buses and respond as necessary or as directed by the CITY’s OCC. The CITY’s OCC staff shall be able to monitor any additional radio communications between CONTRACTOR's dispatch office and CONTRACTOR's operators. Dispatch monitoring personnel shall be on duty at all times when services are scheduled to operate. Dispatch monitoring personnel shall follow the call escalation process prescribed by the CITY for CAD/AVL-related functional or performance issues.




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5.23.9 CONTRACTOR shall assign staff and establish a process that complies with the

ADA, as amended. CONTRACTOR staff shall provide an effective rescue system when passengers who use a wheelchair or authorized mobility device require a lift or ramp and are stranded due to an inoperable lift, ramp or vehicle.

Minimum rescue policy standards for passengers using wheelchairs are:

A. If the passenger will be stranded for more than 30 minutes,

CONTRACTOR shall rescue the passenger.

B. Vehicles that are dispatched for rescue shall attempt to pick up the stranded passenger within 30 minutes of the request for rescue.

C. CONTRACTOR shall ensure that all managers, operators, road supervisors, and dispatchers are trained annually on rescue procedures, mobility device movement, securement, safety, and passenger sensitivity.

5.23.10 Operator Qualifications

A. Driving Record Required Qualifications:

Operators must have a valid Arizona operator's license. Operators must be a minimum of 21 years of age. Five year driving record is required. CONTRACTOR must review a five-

year record issued within the past 45 days from any state where the applicant has held an operator's license in the past five years. When a five-year record is unavailable, a three year driving record must be obtained.

If an out-of-country driving record is unavailable, then the applicant must

have possessed a valid operator's license in the U.S. for the past three years.

No more than two moving violations in the past five years are allowed. A Driving Safety Course taken for a moving violation will not change the

record for a commercial operator license holder (A.R.S. §28-3392.) No more than two accidents in the past five years are allowed. Driving records must not reflect any conviction of a serious traffic violation

(e.g., DUI, reckless driving, driving with a suspended license) in the past seven years.




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Driving records must not reflect more than two convictions of serious traffic violations in a lifetime.

No more than two violations for No Liability Insurance in a five-year period

are allowed. Moving violations, accidents, and/or other infractions may also disqualify an

applicant. Any proposed hiring should be conditioned upon the prospective employee

being allowed within the facilities and cleared with his or her background screening.

In conjunction with this Contract, CONTRACTOR shall not employ any

person with any felony or misdemeanor drug offense, theft, assault or other conviction within the past seven years for an offense that conflicts with the duties of the position.

In conjunction with this Contract, CONTRACTOR shall not employ any

person with any conviction or deferred adjudication for a felony or misdemeanor offense beyond seven years that is serious enough to be considered in conflict with the duties of the position - for example, murder or sexual assault conviction.

B. Other Qualifications:

All bus operators must be employees (full or part time) of CONTRACTOR.

All bus operators must have the ability to effectively read, write and speak

English.

All bus operators must have sensitivity to passenger needs.

All bus operators must have the ability to resolve complaints and problems as required.

All bus operators must pass a biennial Federal Department of Transportation (DOT) physical exam and be included in a pool of safety sensitive positions for random drug and alcohol testing as required by FTA regulations.

5.23.11 Any safety-sensitive employee and any other employee that will, through the course

of their duties, have public contact, must meet the following criteria upon hire:

A. No such employee may have any conviction within the past seven years for a felony offense.




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B. No such employee may have any conviction for a felony or any conviction or deferred adjudication for a misdemeanor offense beyond seven years that is serious enough in nature to be considered in conflict with the duties of the position - for example, murder or sexual assault conviction.

5.23.12 Any other employee with no responsibility for public contact must meet the

following criteria upon hire:

A. No such employee may have any conviction or deferred adjudication within the past seven years for a felony.

B. No employee may have any conviction or deferred adjudication within the past seven years for a misdemeanor offense that conflicts with the duties of the position.

5.23.13 CONTRACTOR shall conduct an annual review and provide a comprehensive

report to the CITY by July 15 of each Contract year of driving records, as required by 49 CFR 391.25, to ensure all employees continue to meet the preceding qualifications. Employees failing to meet these qualifications shall not be used to perform services under this Contract. For the final year of the Contract, the report shall be submitted on the date requested by the CITY.

5.23.14 As needed, CONTRACTOR staff shall attend training as directed by the CITY, including, but not limited to: Terrorism Awareness Recognition and Reaction (TARR), CAD/AVL and other Information Technology training and user groups, National Incident Management System (NIMS), Customer Assistance System (CAS), FCS and fingertip maintenance, and other training as required. CONTRACTOR considered such requirements when developing its price proposal.

5.23.15 CONTRACTOR shall provide training for all personnel working on this Contract. CONTRACTOR shall ensure that individuals are fully knowledgeable of their duties and responsibilities and that appropriate personnel can operate a bus, fuel a bus, and operate equipment used to maintain a bus in a safe manner.

5.23.16 CONTRACTOR is responsible for providing transit passes to be used by CONTRACTOR's employees or their dependents, should CONTRACTOR decide to provide such a benefit to its employees. Any and all such costs shall be paid by CONTRACTOR.

5.24 VEHICLE OPERATIONS PERSONNEL TRAINING

CONTRACTOR shall submit, on a quarterly basis, a comprehensive training analysis that provides/validates compliance with all training requirements identified in the Contract. For the final year of the Contract, the report shall be submitted by June 15.

5.24.1 Training of Operations Staff

CONTRACTOR shall develop, implement and maintain a formal training and re-training plan and program for all personnel that may operate a bus in the




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completion of their duties. The training plan and program must be submitted to the CITY for review. All training must be documented and the CITY may audit CONTRACTOR's compliance with its training plan and program and its documentation at any time.

A. CONTRACTOR’s training plans must include classroom instruction, behind-

the-wheel training under supervision of a qualified instructor, and in-service training. Such training shall include training and familiarization with assigned route(s), fare collection, and bus stop placement prior to the bus operator's assignment to revenue service. The plan and program must provide formal re-training measures, including criteria for determining the success of re-training efforts.

B. Staff must be trained to proficiency, as appropriate for their duties, in the assisting of passengers with disabilities, including those using mobility aids (Passenger Assistance Training Techniques or approved equal).

C. CONTRACTOR’s training plans must include, at a minimum, training in personal safety, theft/robbery prevention, violence in the workplace, assault prevention, ADA sensitivity and annual refresher training, and information regarding operator responsibilities in the CITY's Transit Watch program.

D. Persons designated as a "qualified instructor" under the Contract must have a proven, documented record of safe driving at least two years' experience driving professionally, and a demonstrated ability to provide high quality customer service.

E. Annual re-training measures shall include refresher courses on systems installed on buses, including but not limited to Computer Aided Dispatch/Automatic Vehicle Locator (CAD/AVL), fare collection system, headsigns and annunciators, etc.

F. CONTRACTOR shall assume and pay for all ancillary training (e.g., Roadeo planning) not specifically directed or required by the CITY.

5.24.2 Additional Operator Training:

At a minimum, operator training must comply with the following requirements:

A. Acquisition of a valid CDL Class "B" license with endorsements and Medical Certificate.

B. Prior to release to operate in revenue service, operators must have a working knowledge of all assigned routes and procedures. Operators shall drive all routes to which they are assigned under supervision and without passengers before being allowed to drive in service unsupervised.




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C. Prior to release to operate in revenue service, operators must have received the minimum hours of ADA Sensitivity Training for working with persons with disabilities.

D. No operator may operate equipment in CITY service until they have been trained and signed off by a qualified instructor as to the operator’s successful attainment of the skills necessary to properly operate the vehicle type to which the operator has been assigned.

E. No operator may operate equipment in CITY service until they have successfully completed a defensive driving course. All operators must successfully complete a defensive driving course at a minimum of once every three years.

F. A qualified instructor or supervisor shall evaluate each operator employed under this Contract at least once every six months, including in-service evaluation, and license and medical certificate checks.

G. When required, CONTRACTOR's qualified instructor shall ride with an operator to perform an evaluation and re-training, if necessary.

5.24.3 ADA Training: (Initial and Refresher):

CONTRACTOR shall provide initial and annual refresher ADA training to all personnel providing service to the public. All service providers shall be included whether they perform such service on a regular, intermittent, or infrequent basis. At a minimum, such training shall include: Initial Training: Four full hours of classroom ADA sensitivity training. This training shall include:

A. Lecture on the ADA law with hands-on employee participation and also such

other appropriate instructional media (e.g. slides, video, etc.) as may be successfully integrated into the instructional process.

B. Panel discussion led by persons with disabilities presenting information regarding different types of disabilities.

C. Three full hours of classroom ADA operational training. This training shall include a discussion of various disabilities that present transportation issues; scenarios regarding service to passengers with disabilities and the practical remediation of access problems presented in those scenarios; and equipment and other resources available to make public transit a viable transportation alternative to passengers with disabilities. Included within this training shall be a discussion of:




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Operator responsibilities.

Equipment and devices currently in use.

Proper use and securement of such equipment and devices.

Other matters as CONTRACTOR deems appropriate.

D. Field time on the bus with instructors to evaluate operator expertise in boarding, securement, and de-boarding of mobility aid devices and the operator's familiarity with other equipment and devices then in use. Several types of mobility aid devices shall be used to conduct the hands-on training. For use in hands-on training and hands-on evaluation, CONTRACTOR shall provide a minimum of one of each of the following:

A manual wheelchair.

An electric scooter.

An electric wheelchair.

Annual Refresher Training:

E. Sixty minutes of classroom ADA sensitivity training each year. This training

shall include:

A review of ADA complaints filed by passengers with disabilities during the preceding year by category.

A review of passengers with disabilities requiring special service needs.

A panel discussion led by persons with disabilities recommending improvements to accessible transit service.

ADA operational training, including a discussion of scenarios regarding service to passengers with disabilities and the practical remediation of access problems presented in those scenarios, and equipment and other resources available to make public transit a viable transportation alternative for passengers with disabilities.

F. Included within this training shall be a discussion of:

Operator responsibilities.

Boarding and securement equipment and devices currently in use.




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Proper use of such equipment and devices.

Other matters as CONTRACTOR deems appropriate.

G. A minimum of one hands-on check to evaluate operator expertise in-boarding, securement, and de-boarding of mobility-aid devices and the operators' familiarity with other equipment and devices then in use. Several types of mobility-aid devices shall be used to conduct the hands-on training. For use in hands-on training and hands on evaluation, CONTRACTOR shall provide a minimum of one of each of the following:

A manual wheelchair.

An electric scooter.

An electric wheelchair.

H. Prior to implementation, CONTRACTOR shall submit its ADA Training Plan and Curriculum to the Public Transit Department's Transit Oversight Programs staff for review.

5.25 ADA AND RACIAL DISCRIMINATION (TITLE VI) COMPLAINT RESOLUTION

It is the CITY’s policy to assure full compliance with Title VI of the Civil Rights Act of 1964, Title II of the Americans with Disabilities Act and related statutes and regulations in all programs and activities. These federal statutes require that no person shall, on the grounds of race, color, national origin or disability be excluded from the participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program, activity or service the CITY administers.

5.25.1 CONTRACTOR shall establish a process for the thorough and prompt resolution of

all ADA and Title VI complaints. The process shall include contemporaneous documentation of the nature of the complaint, its processing, its resolution, any remedial actions undertaken, and communication of a final response to the complainant. At a minimum, the process shall include:

A. Intake procedures and complaint evaluation.

B. Investigation, follow-up, and investigative reports (including the information

described below in the description of report evaluation criteria).

C. Complaint resolution.

D. Passenger contact.

E. Remedial action taken.




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5.25.2 Complaint Investigation:

All ADA and Title VI passenger complaint Investigative reports must be evaluated after completion of the investigation for compliance with the following federal requirements. Each completed investigative report must provide full and complete documentation for each of these requirements.

A. Statement of issues.

B. Respondent's reply to each issue.

C. Findings of fact.

D. Citations of pertinent regulations and rules.

E. Conclusions of law.

F. Description of remedy for each violation.

G. Follow-up response to the complainant. Complaint investigation reports will be monitored by CITY staff. Performance will be evaluated based upon the seven indicators listed above.

5.25.3 Complaint Resolution Plan: Prior to implementation, CONTRACTOR shall submit its ADA and Title VI Complaint Resolution Plan to the Public Transit Department's Transit Oversight Programs staff for evaluation and approval. If a complaint is considered ADA in nature as defined by 49 CFR, Part 27, CONTRACTOR shall follow the procedure established by the CITY in documenting, investigating and responding to this type of complaint.

5.25.4 Complaint and Resolution Training: In addition to the foregoing, CONTRACTOR shall provide appropriate classroom and hands-on training to each individual involved in the ADA complaint resolution process. The CITY must approve all exceptions to the required minimum training standard in writing.

5.25.5 Uniform Specifications and Appearance Standards: The consideration for safety must be applied to all dress code components for all staffing levels and duty assignments. All employees of CONTRACTOR must wear their CITY-issued employee ID/security badge visibly (between chest and shoulder area, right-hand side) while on CITY property and when in revenue service. At all times while on duty, operators must be well groomed, clean and in complete uniform. The complete uniform should consist of a collared shirt and




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professional pants. All operator uniforms will be of the same exact color(s), have the same exact decal or logo placement, must be neat in appearance, clean and pressed. The shoes must be shined; hair clean and neatly cared for. Operators must conform to these standards of appearance at all times.

5.26 CUSTOMER RELATIONS CONTRACTOR's staff must respond initially to all inquiries or complaints through the Customer Service Section of the Valley Metro Regional Services Division within five business days for complaints requesting a response by the complainant. Verification of response date will be based on the date the response is entered into the regional Customer Assistance System (CAS). The CITY shall be kept informed of the status of all complaints received. All complaints, even those received directly by CONTRACTOR shall be directed to the Customer Service Section of the Valley Metro Regional Services Division at 602-253-5000. CONTRACTOR's customer service staff shall coordinate and receive training for the use of Valley Metro CAS. CONTRACTOR's customer service staff shall coordinate all inquiries or complaints received from any and all individuals. When directly contacted, CONTRACTOR shall receive and respond to customer complaints. Complaints must be responded to within five business days. The Valley Metro Customer Service Section will monitor and report on the quantity, nature of contacts, and timeliness of CONTRACTOR's response. Each complaint will have a deadline for action to be taken. CONTRACTOR shall adhere to those deadlines. All complaints received directly by CONTRACTOR will be recorded with documented actions taken; copies of all documentation will be entered into the CAS maintained by the Customer Service Section of the Valley Metro Regional Services Division. Any complaints received through the offices of the Mayor, City Council, City Manager's Office, or Public Transit Department about the service must be coordinated by CONTRACTOR's staff through the Public Transit Department and must be responded to within three calendar days.

5.27 REMOVAL FROM SERVICE Pending an investigation and the results thereof, the CITY may require CONTRACTOR to immediately remove any operator from CITY service for any one of, but not necessarily limited to, the following:

5.27.1 Committing unsafe or inappropriate acts while providing service.

5.27.2 Failure to follow CITY's requirements as outlined in the Contract.

5.27.3 Use of cell phone or other electronic device while operating a transit vehicle.

5.27.4 Revocation, suspension or non-renewal of a valid Arizona operator's license.




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5.27.5 Conviction of any felony criminal offense.

5.27.6 Not in CONTRACTOR’s approved uniform while in service.

5.27.7 Use of any tobacco product on or near a CITY vehicle.

5.27.8 Failure to follow CONTRACTOR safety rules and regulations.

5.27.9 Failure to follow CONTRACTOR or CITY security policies, guidelines and procedures.

5.27.10 Notice of an active warrant for the operator that is received by CONTRACTOR

or the CITY.

5.27.11 Failure to comply with any policy or procedure established by the CITY for the purpose of maintaining or enhancing the quality of transit and customer service.

5.28 EMPLOYEES OF PRIOR CONTRACTOR

CONTRACTOR shall afford a priority in hiring to the existing employees of the prior service provider in accordance with this paragraph.

5.28.1 The priority in hiring shall not require the hiring of any existing employees if

CONTRACTOR determines that the employee is not qualified for the position (under the terms of the contract or under CONTRACTOR's employment standards and personnel policies), or CONTRACTOR determines that the employee should not be hired because of unsatisfactory past employment history (such as documented disciplinary actions, habitual absenteeism, etc.). The priority in hiring shall not extend to any individual who was dismissed from his or her employment for cause, and shall not extend to key management staff of the prior service provider.

5.28.2 Nothing in this Section shall be construed as (a) requiring CONTRACTOR to recognize any union which represented the workforce of the prior service provider (except as may otherwise be required by applicable law); or (b) requiring CONTRACTOR to assume or otherwise be bound by the terms and conditions of any collective bargaining agreement between that prior service provider and any union.

5.29 LABOR RELATIONS REQUIREMENTS

CONTRACTOR must provide labor contract negotiations and administration of Contract terms as required for services under this Contract. CONTRACTOR shall: (1) fully comply with the legal requirements and labor protective provisions of Section 5333(b) of Title 49 U.S. Code chapter 53 (formerly Section 13(c) of the Federal Transit Act); and, (2) assume the obligations of the existing 13(c) Agreement(s) between the CITY's previous fixed route bus service providers to whose position CONTRACTOR has ascended, the CITY and the signatory union(s). Any financial




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obligations in excess of normal operating expenses incurred as a result of Section 5333(b) compliance are fully reimbursable to CONTRACTOR by the CITY except the CONTACTOR shall defend and indemnify the CITY from claims and losses directly attributable to the Section 5333(b) consequences of changes including service changes not required by the CITY or other lawful authority including, but not limited to, the Regional Public Transportation Authority, its successors or assigns (collectively "RPTA"). See Exhibit R - City of Phoenix Section 13(c) Agreement. Changes in service shall be made only after due consideration of the impact of such changes on Section 5333(b) protections granted to employees. If this Contract between CONTRACTOR and the CITY is terminated for any reason, the ongoing financial, operational, or any other obligations of CONTRACTOR under the Section 5333(b) Agreement shall be assumed by the CITY. CONTRACTOR shall be required to follow the National Labor Relations Act. Except as may otherwise be required by applicable law, nothing in this section shall be construed as requiring CONTRACTOR to assume or otherwise be bound by the terms and conditions of any collective bargaining agreement between the prior service provider and any union. The provisions of this Contract exist solely for the benefit of the parties hereto and are not intended to create third party beneficiaries or to absolve the third parties, including RPTA and any of its successors or assigns, of their respective obligations and liabilities. The Agreement between the Amalgamated Transit Union, Local 1433, which CONTRACTOR will assume, is provided as Exhibit T.

5.29.1 Separate Labor Agreement:

There are two additional separate labor union agreements. One is with the Office and Professional Employees International Union (OPEIU), Local #30 (see Exhibit Q) and the other is with the Operating Engineers, Local 428 (see Exhibit S).

5.30 PERFORMANCE INDICATORS / LIQUIDATED DAMAGES

All performance indicators and liquidated damage clauses will be strictly enforced. All performance specifications must be strictly adhered to in order to provide the highest level of quality service possible. The CITY reserves the right to monitor CONTRACTOR in its performance of the Contract to ensure adherence to all performance specifications. Performance indicators are metrics developed by the CITY to measure CONTRACTOR's performance. Performance indicators listed below are for the first year of service and may be used for subsequent years. CITY representatives may, without prior notice, ride in CONTRACTOR-operated vehicles and monitor transit service overall to ensure compliance with this Scope of Work and the Contract. The CITY also reserves the right to review and modify these performance requirements as deemed necessary to facilitate continuous improvement of service. The CITY will make all final determinations as to performance levels and liquidated damage assessments. To receive maximum compensation, CONTRACTOR is required to meet or exceed the following standards on a monthly basis. For the following performance goals, if CONTRACTOR fails to meet acceptable standards, liquidated damage amounts will be




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deducted from CONTRACTOR's total monthly invoice amount. Liquidated damages may also be imposed by the CITY on CONTRACTOR based on each observed violation committed by CONTRACTOR personnel. CONTRACTOR agrees that a violation of any of the liquidated damage provisions as provided for in this Contract will result in the CITY incurring damages that are impractical or impossible to determine. CONTRACTOR agrees that these monetary assessments are a reasonable approximation of such damages. All liquidated damage assessments as identified by the CITY shall be made and applied to the next available monthly invoice.

5.30.1 On-time Performance:

On-time performance is calculated using arrival times at all designated time points within the Vehicle Management System (VMS). A bus is considered on time if it arrives at a time point either before, at, or up to five minutes past the scheduled time. A bus is considered late if it arrives at a time point six or more minutes past the scheduled time. Liquidated damages will be assessed on a per-route basis for each month. The CITY will assess liquidated damages as follows:

On-Time Performance Liquidated Damage

92.99% -90% -$1,000.00 per route

89.99% - 87% -$2,000.00 per route

86.99% and above -$3,000.00 per route The total monthly liquidated damage assessment for the On-Time Performance indicator shall not exceed 0.50% of CONTRACTOR's total monthly invoice. Embedded in the performance standard are allowances for historical GPS anomalies, service delays, incidents/accidents, detours, vehicle breakdowns and schedule adjustments. The CITY will not consider adjustments to on-time performance for any of the above-mentioned occurrences. In addition, for any underperforming route, as defined by any local and/or circulator route that achieves less than 90% on-time performance or RAPID route that achieves less than 95% on-time performance for two consecutive months, CONTRACTOR shall provide the CITY an analysis and resolution plan in writing to bring the underperforming routes into compliance. CONTRACTOR shall provide the CITY the analysis and resolution plan by 21 calendar days following the end of the third month of the identified underperforming route(s). The analysis shall include, but not be limited to: an on-time performance report by time point (as obtained from the CITY's VMS) by route and by assigned bus operators; any route anomalies (e.g. detours, construction, etc.); resource availability (bus operators and vehicles); and passenger load issues that may be contributing to the underperformance of the route(s). The CITY and CONTRACTOR will meet to review the analysis report and




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resolution plan, as necessary. If the review identifies route underperformance due to circumstances under CONTRACTOR's control or non-compliance to Contract requirements, CONTRACTOR will have 30 calendar days from the review date, unless otherwise approved by the CITY, to bring the route(s) into compliance.

5.30.2 Missed Revenue Miles: Revenue Miles is defined as scheduled miles operated with a vehicle in service and available to the general public with the expectation of carrying passengers (see definition in Section 2.1). This also includes miles operated due to detours (planned or unplanned). Revenue Miles exclude deadhead mileage, vehicle maintenance or bus operator testing, charter/special event and/or bus bridge service, and scheduled miles not operated due to unforeseen incidents/accidents (preventable or non-preventable) and vehicle breakdowns. For purposes of reporting revenue service (miles, hours and trips), the NTD definitions will be followed. CONTRACTOR shall implement policies and procedures, including staging replacement buses and staff in the field, to monitor service delays and, if necessary, replace or insert a bus to fill in for a portion of a trip to ensure the timely completion of that trip. Buses involved in accidents or mechanical breakdowns must be immediately replaced. Under any of the circumstances described above, CONTRACTOR shall take appropriate action to minimize the disruption of service. Missed Revenue Miles will be reported on a monthly basis as documented by the CITY’s OCC and measured by being divided by the total scheduled Revenue Miles for the month. The performance standard for missed Revenue Miles is 0.40% or less. The CITY will assess liquidated damages for failure to achieve the performance standards as follows:

Missed Miles Liquidated Damages

0.41% - 0.50% -$3,000.00

0.51% - 0.70% -$5,000.00

.71% and above -$7,000.00

5.30.3 Overall Vehicle Appearance:

The CITY, with input from CONTRACTOR, will develop the standards for bus appearance (including graffiti and body damage) and cleanliness; compliance with the standards will be determined as the bus enters service or leaves the facility yard. The CITY reserves the right to reasonably direct CONTRACTOR to replace vehicle(s) in revenue service which are observed to have excessive or atypical conditions or inoperable system(s). If any revenue or non-revenue transit vehicle fails to comply with the CITY's standards regarding appearance, the CITY will assess liquidated damages in the amount of $100 per occurrence.

5.30.4 Late or Inaccurate Reports or Data If CONTRACTOR fails to comply with the CITY's reporting requirements either by submitting reports, information, or data after the due date and time or by submitting inaccurate reports, information, or data, the CITY will assess liquidated damages in the amount of $500 for each month in which a failure to comply occurs.




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5.30.5 CONTRACTOR-Influenced Customer Contact:

A CONTRACTOR-influenced customer contact is any customer contact received, including those logged in Valley Metro's CAS database, in which CONTRACTOR or its employee is alleged to have failed to perform the required service appropriately (including complaints of late bus, regardless of reason for lateness, operator rudeness, etc.). This metric will be measured monthly per 10,000 boardings as measured by monthly counts of total customer contacts received. Embedded in the schedule is an allowance for potentially invalid complaints. The performance standard is 4.00 or less customer contacts per 10,000 boardings. The CITY will not consider arguments pertaining to complaint validity. The CITY will assess liquidated damages as follows:

Complaint Rate Liquidated Damage

4.01 – 5.00 -$1,000.00

5.01 – 6.00 -$3,000.00

6.01 and above -$5,000.00

5.30.6 Total preventable accidents per 100,000 revenue vehicle miles:

For reporting purposes, an accident means an occurrence associated with the operation of a vehicle, if as a result: (1) an individual dies; or (2) an individual suffers bodily injury and immediately receives medical treatment away from the scene of the accident; or (3) with respect to an occurrence in which the mass transit vehicle involved is a bus, electric bus, van, or automobile, one or more vehicles (including non-FTA funded vehicles) incurs disabling damage as the result of the occurrence and such vehicle or vehicles are transported away from the scene by a tow truck or other vehicle (49 CFR Part 655.4). The term accident does not include an occurrence involving only the boarding or alighting from a stationary motor vehicle (49 CFR Part 390.5). A preventable accident is defined as an occurrence involving a motor vehicle that results in an accident in which the bus operator in question failed to exercise every reasonable precaution to prevent it. Preventable accidents shall be recorded by CONTRACTOR on a monthly basis. The performance standard is 0.75 or less preventable accidents per 100,000 Revenue Miles. The CITY will assess liquidated damages as follows:

Accident Rate Liquidated Damage

0.76 – 1.00 -$1,000.00 1.01 – 1.25

-$3,000.00

1.26 and above -$5,000.00




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5.30.7 Total Miles between Road Calls:

A road call is any disruption of service caused by a mechanical malfunction which results in the dispatch of a maintenance or supervisory vehicle to correct and/or the removal or replacement of the vehicle while in revenue service. Such mechanical failures shall not include those caused by issues related to passenger incidents and non-preventable accidents. CONTRACTOR shall document total miles (deadhead and revenue) as recorded between road calls on a monthly basis. The performance standard is 11,000 total miles or above between road calls October through March and 9,500 total miles or above between road calls April through September. The CITY will assess liquidated damages as follows:

October through March

April through September

Miles Between Road Calls Liquidated Damage

9,499 – 7,500 -$1,000.00

7,499 – 5,500 -$3,000.00

5,499 and below -$5,000.00

5.30.8 Traffic Citations: For all photo citations received by any CONTRACTOR employee while operating a CITY vehicle, the CITY will assess liquidated damages of $500 for each citation.

5.30.9 Operator Uniform: Upon notice from the CITY concerning any conduct, demeanor, or appearance of any employee not conforming to the established requirements, CONTRACTOR shall take all steps necessary to remove or alleviate the cause of the objection. For each instance in which CONTRACTOR's operators or road supervisors fail to wear the CONTRACTOR’s approved uniform while on duty, the CITY will assess liquidated damages in the amount of $50 per occurrence.

5.30.10 Operator Maintaining Facility Cleanliness: For each instance in which CONTRACTOR fails to provide ongoing cleaning of the facilities as required in this Scope of Work, the CITY will assess liquidated damages in the amount of $250 per occurrence.

5.30.11 Operator Fare Collection and Farebox Operation: For each occurrence in which CONTRACTOR fails to adhere to CITY's fare

Miles Between Road Calls Liquidated Damage

10,999 – 9,000 -$1,000.00

8,999 – 7,000 -$3,000.00

6,999 and below -$5,000.00




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collection policy or where improper farebox operation by CONTRACTOR's employee occurs, the CITY will assess liquidated damages in the amount of $50 per occurrence.

5.30.12 Operator Accessible Features Operation: Determination of compliance with this section will be at the point after which the bus enters service or leaves the facility yard; the CITY reserves the right to direct CONTRACTOR to replace vehicle(s) in revenue service that are observed to have excessive or atypical conditions or multiple inoperable system(s). For each instance in which CONTRACTOR puts into service a vehicle with an improper operating annunciator, kneeling ramp/lift, securement device and seat/lap belts, the CITY will assess liquidated damages in the amount of $500 per service per instance.

5.30.13 Announcement of Stops: For each instance in which CONTRACTOR fails to call out stops during the malfunction of a vehicle's annunciator system or as requested by a passenger, the CITY will assess liquidated damages in the amount of $250 for each observed occurrence.

5.30.14 Key Personnel: For all Key Personnel, CONTRACTOR will fill vacated positions with the CITY approved persons within 45 calendar days of the position(s) becoming open. Failure to do so may result in liquidated damages of $100 per day per each vacated position.

5.30.15 Customer Relations: For each instance that CONTRACTOR fails to initially respond to inquiries or complaints through the Customer Service Section of the Valley Metro Regional Services Division within five working days or fails to respond to inquiries or complaints received through the offices of the Mayor, City Council, City Manager's Office, or Public Transit Department on within three calendar days, the CITY will assess liquidated damages in the amount of $250 per occurrence.

5.30.16 Monthly Inspections: If vehicle repairs are not completed as outlined in this agreement, the CITY will assess liquidated damages in the amount of $100 per day per vehicle until all repairs are made and verified by the CITY.

5.30.17 Running Repairs: If running repairs, as identified by the CITY or CONTRACTOR, are not completed as outlined in this Contract from the time the defect was identified; the CITY will assess liquidated damages in the amount of $100 per occurrence.

5.30.18 Major Repairs: CONTRACTOR is responsible for all major repairs. CONTRACTOR shall correct all deficiencies considered to be "Major Repairs," that are not completed as outlined in this Contract from the time the defect was identified. The CITY will assess liquidated damages in the amount of $100 per occurrence per vehicle.




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5.30.19 Vehicle preventive maintenance and/or safety inspections:

CONTRACTOR shall maintain a 95% or above on-time percentage for preventive maintenance inspections scheduled and completed as measured on a monthly basis. Failure to maintain the required on-time percentage will result in the following liquid damage assessment:

On-time Performance % Liquidated Damage

94.99% - 90% -$3,000.00

89.99% - 80% -$5,000.00

79.99% and below -$7,000.00

5.30.20 Preventative Maintenance - Record Keeping: If any inspection by CITY staff of preventive maintenance records reveal the omission or lack of documentation of periodic maintenance service as required by this Contract, the CITY will assess liquidated damages in the amount of $250 per occurrence per vehicle.

5.30.21 Late Start/First Time-Point: For the purpose of establishing the first time-point arrival/departure times the CAD/AVL system will be used. First time-point is defined as the first time recorded in the CAD/AVL system indicating the start of a block. If a bus does not leave at the scheduled time (i.e. late pull-out) and starts the route six minutes or more late, liquidated damages in the amount of $100 per occurrence will be assessed.

5.30.22 Work Stoppage: Failure to provide service levels, as outlined in Section 5.20.4, will result in the CITY assessing liquidated damages in the amount of $25,000 for each day that service is at a reduced level.

Section VI – Federal Transit Administration Clauses



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6.1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES

The CITY and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation of this 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 CITY, Contractor or any other party (whether or not a party to that Contract) pertaining to any matter resulting from the underlying Contract. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

6.2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS 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.

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. chapter 53, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5323(l) on the Contractor, to the extent the Federal Government deems appropriate.

The Contractor agrees to include the above two paragraphs 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.

6.3. ACCESS TO RECORDS AND REPORTS

A. Record Retention - The Contractor will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports,




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statistics, sub-agreements, leases, subcontracts, arrangements, other third party agreements of any type, and supporting materials related to those records.

B. Retention Period - The Contractor agrees to comply with the record retention

requirements in accordance with 2 C.F.R. § 200.333. The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) 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 records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto.

C. Access to Records - The Contractor agrees to provide sufficient access to FTA

and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required.

D. Access to the Sites of Performance - The Contractor agrees to permit FTA and

its contractors access to the sites of performance under this Contract as reasonably may be required.

6.4. 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 FTA Master Agreement between the CITY and the FTA, as they may be amended or promulgated from time to time during the term of the Contract. Contractor’s failure to so comply shall constitute a material breach of the Contract.

6.5. CIVIL RIGHTS LAWS AND REGULATIONS The CITY is an Equal Opportunity Employer. As such, the CITY agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the CITY agrees to comply with the requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications. Under this Contract, the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof.

A. Nondiscrimination - In accordance with Federal transit law at 49 U.S.C. § 5332,

the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, sex, disability, or age. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

B. Race, Color, Religion, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e et seq., and Federal transit




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laws at 49 U.S.C. § 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. chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual orientation and gender identity). Such action shall include, but not be limited to, the following: employment, promotion, 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 FTA may issue.

C. Age - In accordance with the Age Discrimination in Employment Act, 29 U.S.C.

§§ 621-634, U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

D. Disabilities - In accordance with section 504 of the Rehabilitation Act of 1973, as

amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

6.6. TERMINATION (See Main Agreement)

6.7. INCORPORATION OF FTA TERMS

The preceding provisions include, in part, certain Standard Terms and Conditions required by the U.S. Department of Transportation (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, and 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 the contract. Contractor shall not perform any act, fail to perform any act, or refuse to comply with any requests of the CITY that would cause the CITY to be in violation of the FTA terms and conditions.




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6.8. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION Debarment, Suspension, Ineligibility and Voluntary Exclusion - The Contractor shall comply and facilitate compliance with U.S. DOT regulations, “Non-procurement Suspension and Debarment,” 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) “Guidelines to Agencies on Government-Wide Debarment and Suspension (Non-procurement),” 2 C.F.R. part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or CITY to be:

a) Debarred from participation in any federally assisted Award; b) Suspended from participation in any federally assisted Award; c) Proposed for debarment from participation in any federally assisted Award; d) Declared ineligible to participate in any federally assisted Award; e) Voluntarily excluded from participation in any federally assisted Award; or f) Disqualified from participation in ay federally assisted Award.

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 the CITY. If it is later determined by the CITY that the Contractor knowingly rendered an erroneous certification, in addition to remedies available to the CITY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The Contractor agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions.

6.9. BUY AMERICA The Contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. part 661, which provide that Federal funds may not be obligated unless all 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 C.F.R. § 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, microcomputer equipment, and software. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. § 661.11. Contractor, as a condition of responsiveness, shall complete and submit the “Buy America” Certification Form with their proposal. The form to complete is in Section 7.6 of this solicitation.




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6.10. VIOLATION AND BREACH OF CONTRACT

Dispute Resolution: Disputes arising in the performance of this Contract that are not resolved by agreement of the parties shall be decided in writing by the Contracts Specialist II Lead or her designee. This decision shall be final and conclusive unless within ten (10) calendar days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the Public Transit Director or the Director’s designee. 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 Public Transit Director or the Director’s designee shall be binding upon the Contractor and the Contractor shall abide by the decision.

Performance During Disputes: Contractor agrees that notwithstanding the existence of any dispute between the parties, insofar as is possible, under the terms of the contract, the Contractor will continue to perform the obligations required of the Contractor during the continuation of any such dispute unless enjoined or prohibited by an Arizona Court of competent jurisdiction. 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 CITY or the Contractor shall constitute a waiver of any right or duty afforded any of them under this 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 upon in writing.

6.11. LOBBYING RESTRICTIONS

Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. The "Lobbying Certification" form, Section 7.7 of this solicitation, must be completed, signed and submitted with Contractor’s proposal.

6.12. CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT

The Contractor agrees:

1. It will not use any violating facilities;




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2. It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;”

3. It will report violations of use of prohibited facilities to FTA; and 4. It will comply with the inspection and other requirements of the Clean Air Act, as

amended, (42 U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387).

The Contractor shall also include these requirements in each subcontract exceeding $150,000 financed in whole or part with federal assistance provided by FTA.

6.13. CARGO PREFERENCE REQUIREMENTS

Cargo Preference - Use of United States-Flag Vessels - The contractor agrees:

A. to use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels;

B. to furnish within 20 working days following the date of loading for shipments

originating within the United States or within 30 working days following the date of loading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of-lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractor's bill-of-lading.); and to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel.

6.14. FLY AMERICA

Fly America Requirements A. Definitions. As used in this clause--

“International air transportation” means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States. “United States” means the 50 States, the District of Columbia, and outlying areas. “U.S.-flag air carrier” means an air carrier holding a certificate under 49 U.S.C. Chapter 411.

B. When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 40118) (Fly America Act) requires contractors, recipients, and others use U.S.-flag air




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carriers for U.S. Government-financed international air transportation of personnel (and their personal effects) or property, to the extent that service by those carriers is available. It requires the Comptroller General of the United States, in the absence of satisfactory proof of the necessity for foreign-flag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for international air transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services.

C. If available, the Contractor, in performing work under this contract, shall use

U.S.-flag carriers for international air transportation of personnel (and their personal effects) or property.

D. In the event that the Contractor selects a carrier other than a U.S.-flag air carrier

for international air transportation, the Contractor shall include a statement on vouchers involving such transportation essentially as follows:

Statement of Unavailability of U.S. - Flag Air Carriers - International air transportation of persons (and their personal effects) or property by U.S.-flag air carrier was not available or it was necessary to use foreign-flag air carrier service for the following reasons. See FAR § 47.403. [State reasons]:

_____________________________________________ (End of statement)

E. The Contractor shall include the substance of this clause, including this

paragraph (e), in each subcontract or purchase under this contract that may involve international air transportation.

6.15. EMPLOYEE PROTECTIONS

The recipient must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. In addition, the CITY can draw on the following language for inclusion in their federally funded procurements. Contract Work Hours and Safety Standards - For all contracts in excess of $100,000 that involve the employment of mechanics or laborers, the Contractor shall comply with the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 3701-3708), as supplemented by the DOL regulations at 29 C.F.R. part 5. Under 40 U.S.C. § 3702 of the Act, the Contractor shall compute the wages of every mechanic and laborer, including watchmen and guards, on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchase of supplies




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or materials or articles ordinarily available on the open market, or to contracts for transportation or transmission of intelligence. In the event of any violation of the clause set forth herein, the Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, the Contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of this clause in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by this clause. The FTA shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same prime Contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in this section. The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in this agreement.

Contract Work Hours and Safety Standards for Awards Not Involving Construction - The Contractor shall comply with all federal laws, regulations, and requirements providing wage and hour protections for non-construction employees, in accordance with 40 U.S.C. § 3702, Contract Work Hours and Safety Standards Act, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq., and U.S. DOL regulations, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Non-construction Contracts Subject to the Contract Work Hours and Safety Standards Act),” 29 C.F.R. part 5.

The Contractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three (3) years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Such records maintained under this paragraph shall be made available by the Contractor for inspection, copying, or transcription by authorized representatives of the FTA and the Department of Labor, and the Contractor will permit such representatives to interview employees during working hours on the job.




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The Contractor shall require the inclusion of the language of this clause within subcontracts of all tiers.

6.16. SAFE OPERATIONS OF MOTOR VEHICLES

Seat Belt Use - The Contractor is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company- rented vehicles, or personally operated vehicles. The terms “company-owned” and “company-leased” refer to vehicles owned or leased either by the Contractor or CITY.

Distracted Driving - The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle the Contractor owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the work performed under this agreement.

6.17. CHARTER SERVICE

The Contractor agrees to comply with 49 U.S.C. 5323(d), 5323(r), and 49 C.F.R. part 604, which provides that recipients and sub-recipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except as permitted under:

1. Federal transit laws, specifically 49 U.S.C. § 5323(d); 2. FTA regulations, “Charter Service,” 49 C.F.R. part 604; 3. Any other federal Charter Service regulations; or 4. Federal guidance, except as FTA determines otherwise in writing.

The Contractor agrees that if it engages in a pattern of violations of FTA’s Charter Service regulations, FTA may require corrective measures or impose remedies on it. These corrective measures and remedies may include:

1. Barring it or any subcontractor operating public transportation under its Award that has provided prohibited charter service from receiving federal assistance from FTA;

2. Withholding an amount of federal assistance as provided by Appendix D to part 604 of FTA’s Charter Service regulations; or

3. Any other appropriate remedy that may apply.

The Contractor should also include the substance of this clause in each subcontract that may involve operating public transit services.

6.18. SCHOOL BUS OPERATIONS

The Contractor agrees to comply with 49 U.S.C. 5323(f), and 49 C.F.R. part 604, and not engage in school bus operations using federally funded equipment or facilities in competition with private operators of school buses, except as permitted under:




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1. Federal transit laws, specifically 49 U.S.C. § 5323(f); 2. FTA regulations, “School Bus Operations,” 49 C.F.R. part 605; 3. Any other Federal School Bus regulations; or 4. Federal guidance, except as FTA determines otherwise in writing.

If Contractor violates this School Bus Agreement, FTA may: 1. Bar the Contractor from receiving Federal assistance for public transportation; or 2. Require the contractor to take such remedial measures as FTA considers appropriate.

When operating exclusive school bus service under an allowable exemption, the Contractor may not use federally funded equipment, vehicles, or facilities. The Contractor should include the substance of this clause in each subcontract or purchase under this Contract that may operate public transportation services.

6.19. TEXT MESSAGING WHILE DRIVING

In accordance with Executive Order No. 13513,Federal Leadership on Reducing Text Messaging While Driving, October 1, 2009, 23 U.S.C.A. § 402 note, and DOT Order 3902.10, Text Messaging While December 30, 2009, the Contractor is encouraged to comply with the terms of the following Special Provision.

A. Definitions - As used in this Special Provision:

1. Driving Means operating a motor vehicle on a roadway, including while temporarily stationary because of traffic, a traffic light, stop sign, or otherwise. Driving does not include being in your vehicle (with or without the motor running) in a location off the roadway where it is safe and legal to remain stationary.

2. Text Messaging

Means reading from or entering data into any handheld or other electronic device, including for the purpose of short message service texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication. The term does not include the use of a cell phone or other electronic device for the limited purpose of entering a telephone number to make an outgoing call or answer an incoming call, unless the practice is prohibited by State or local law.

B. Safety - The Contractor is encouraged to:

1. Adopt and enforce workplace safety policies to decrease crashes caused by

distracted drivers including policies to ban text messaging while driving- a) Contractor-owned or Contractor-rented vehicles or CITY-owned, leased

or rented vehicles; b) Privately-owned vehicles when on official Project related business or

when performing any work for or on behalf of the Project; or c) Any vehicle, on or off duty, and using an employer supplied electronic

device.




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2. Conduct workplace safety initiatives in a manner commensurate with the Contractor's size, such as: a) Establishment of new rules and programs or re-evaluation of existing

programs to prohibit text messaging while driving; and b) Education, awareness, and other outreach to employees about the safety

risks associated with texting while driving.

3. Include this Special Provision in its sub-agreements with its sub-recipients and third party contracts and also encourage its sub-recipients, lessees, and third party contractors to comply with the terms of this provision, and include this provision in each sub-agreement, lease, and third party contract at each tier financed with Federal assistance provided by the Federal Government.

6.20. SUBSTANCE ABUSE REQUIREMENTS

Contractor shall establish and implement a drug and alcohol testing program that complies with “Procedures for Transportation Workplace Drug and Alcohol Testing Programs” (49 CFR Part 40) and “Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations” (49CFR Part 655); produce any documentation necessary to establish its compliance with Part 40 and 655; and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency of Arizona, or Phoenix, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program, as well as to review the testing process as required under Part 40 and Part 655. Contractor shall also submit for review and approval a copy of its substance abuse prevention policy developed to implement its drug and alcohol testing program. Contractor shall further submit required reports to the Drug and Alcohol Testing Management Information System (MIS) Web Site by March 15, annually and to the Transit Compliance Officer, City of Phoenix Public Transit Department, 302 N. 1st Avenue, Phoenix, AZ 85003.

6.21. ENERGY CONSERVATION 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.

6.22. RECYCLED PRODUCTS

Contractor agrees to provide a preference for those products and services that conserve natural resources, protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962, and U.S. Environmental Protection Agency (U.S. EPA), “Comprehensive Procurement Guideline for Products Containing Recovered Materials,” 40 C.F.R. part 247.

6.23. DISADVANTAGED BUSINESS ENTERPRISE (DBE) SECTION I: DEFINITIONS The following definitions shall apply to this Clause 6.23: City of Phoenix Disadvantaged Business Enterprise Program - Race- and Gender-Neutral Contract Clause:




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Agency for the purpose of this contract means City of Phoenix. Arizona Unified Certification Program (AZUCP) means a consortium of government agencies organized to provide reciprocal DBE certification within Arizona pursuant to 49 Code of Federal Regulations (CFR) Part 26. The official DBE database containing eligible DBE firms certified by AZUCP can be accessed at: www.azutracs.com. The certification system is called the Arizona Unified Transportation Registration and Certification System (AZ UTRACS). Commercially Useful Function means that a firm is responsible for execution of the work of the contract and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. If a DBE does not perform or exercise responsibility for at least 30% of the total cost of the contract with its own work force, or if the DBE subcontracts a greater portion of the work of a contract than would be expected based on normal industry practice for the type of work involved, the DBE is presumed not to be performing a Commercially Useful Function. Compliance Specialist means a City employee responsible for compliance with this Contract Clause. Contract is a written agreement between any of the following parties: Respondent and JV partner, sublessee, subcontractor, or a Goods and Services Provider. Disadvantaged Business Enterprise (DBE) means a firm that has been granted DBE certification status by the Agency or another member of the Arizona Unified Certification Program pursuant to the criteria contained in 49 Code of Federal Regulations (CFR) Parts 23 and 26. EOD means the City of Phoenix Equal Opportunity Department. Goods and Services Providers are firms that provide goods and services that represent a Commercially Useful Function directly to Transit as a DBE or Small Business. Joint Venture (JV) means an association between two or more persons, partnerships, corporations, or any combination thereof, formed to carry on a single business activity. For purposes of this Contract Clause, one participant in the JV arrangement must be a certified DBE by an AZUCP member. The JV is limited in scope and duration to this Contract. The resources, asset and labor of the participants must be combined in an effort to accrue profit. Offeror is an individual, partnership, JV, corporation or firm submitting a submittal to the Agency to perform services requested by a solicitation or procurement. The submittal may be direct or through an authorized representative. Outreach Efforts means the diligent and good-faith efforts demonstrated by the Recommended Offeror to solicit participation from interested and qualified DBEs and other Small Businesses. The Recommended Offeror shall: identify and document




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potential business opportunities for DBEs and other Small Businesses; describe what efforts were undertaken to solicit DBE and Small Business participation; disclose results of negotiations with DBEs and Small Businesses; communicate and record Recommended Offeror’s selection decisions relating to DBE and Small Business participants. Race- and Gender-Neutral (RGN) Measures means effort(s) or program(s) that is, or can be, used to assist all Small Businesses, in the absence of a goal. Recommended Offeror means an individual, corporation, firm or JV that has been selected by the Agency to perform services requested by a solicitation or procurement. Small Business means, with respect to firms seeking to participate as DBEs in contracts funded by the U.S. Department of Transportation (US DOT), a Small Business Concern (SBC) as defined in section 3 of the Small Business Act and Small Business Administration regulations implementing the Act (13 CFR part 121), which SBC firm does not exceed the cap on average annual gross receipts specified in 49 CFR §26.65(b) and self-identified small businesses. “Small Business” and “Small Business Concern” are used interchangeably in this Contract Clause. Subcontract means a contract at any tier below the prime contract, including purchase orders. Subcontractor means an individual, partnership, JV, corporation or firm that holds a contract at any tier below the prime contract, including a vendor under a purchase order. SECTION II: GENERAL REQUIREMENTS A. Applicable Federal Regulations

This Contract is subject to DBE requirements issued by US DOT in 49 CFR Part 26. Despite the lack of a race- and gender-conscious DBE participation goal for this Contract, the Agency must track and report DBE participation that occurs as a result of any procurement, JV, goods/services, or other arrangement involving a DBE. For this reason, the Recommended Offeror shall provide all relevant information to enable the required reporting.

B. DBE Certification Only firms (1) certified by the Agency or another AZUCP member, and (2) contracted to perform a Commercially Useful Function on scopes of work for which they are certified, may be considered to determine DBE participation resulting from RGN measures on this Contract. This DBE determination affects the Agency’s tracking and reporting obligations to US DOT.

C. DBE Participation

For this solicitation, the Agency has not established a race- or gender-conscious DBE participation goal. The Agency extends to each individual, firm, vendor, supplier, contractor, and subcontractor an equal economic opportunity to compete for business. The Agency uses race- and gender-neutral measures to facilitate




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participation by DBEs and Small Businesses. The Agency encourages each Offeror to voluntarily subcontract or joint venture with DBEs and Small Businesses to perform part of the work—a Commercially Useful Function—that Offeror might otherwise perform with its own forces. The Agency also encourages each Offeror to voluntarily utilize DBEs and Small Businesses as suppliers of Goods and Services.

D. Counting DBE Participation

The Agency will count DBE participation as authorized by federal regulations. A summary of these regulations can be found at www.phoenix.gov/eod.

E. Civil Rights Assurances

As a recipient of US DOT funding, the Agency has agreed to abide by the assurances found in 49 CFR Part 26. Each Contract signed by the Agency and the Recommended Offeror, and each Subcontract signed by the Recommended Offeror and a Subcontractor, must include the following assurance verbatim: “The contractor, subrecipient, or subcontractor shall not discriminate on the basis of race, color, national origin, sex, or creed in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of US DOT-assisted contracts. 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 the Agency deems appropriate.” Note: For purposes of the required Contract and Subcontract language above, the Recommended Offeror is the “Contractor.”

SECTION III: SUBMITTAL REQUIREMENTS A. DBE Documentation due with initial submittal

Form – EOD-1/Statement of Outreach Commitment Each Offeror shall complete, sign, date and submit with its Offer, Form – EOD-1/Statement of Outreach Commitment. Failure to Submit Form – completed and signed will be deemed non-responsive. A non-responsive Offer will be disqualified from further evaluation.

SECTION IV: SMALL BUSINESS OUTREACH REQUIREMENTS The Agency has implemented small business outreach requirements for this Contract. Specifically, the Recommended Offeror shall: (1) identify small-business-participation opportunities, including Commercially Useful Functions; (2) actively solicit proposals from small businesses; (3) evaluate small-business proposals; and (4) communicate selection decisions to small businesses, including each rejection of a small-business proposal. Documentation due within 7 days following the posting of the Notice of Award Recommendation on the Agency’s website (by the Recommended Offeror)




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The Recommended Offeror shall provide the following information to document its outreach efforts: A. Form – EOD-2/Small Business Outreach Efforts

1. List in Form – EOD-2/Small Business Outreach Efforts all DBEs and other Small

Businesses that the Recommended Offeror contacted in their outreach efforts. 2. Business Name and Contact Information (Column A)

List each Small Business’s full legal name and contact information, the number of its employees, and its estimated annual gross receipts.

Unless the Recommended Offeror is a JV, it cannot list itself as a Small Business on Form – EOD-2. If the Recommended Offeror is a JV, the name of the majority partner should be noted in the top left box as the Recommended Offeror and Small Business Partners be listed separately.

3. Business Status (Column B)

Indicate the business status. Check all that apply.

4. Scope of Work Solicited (Column C) Indicate all areas for which the Small Business was considered for participation in the proposal.

5. Solicitation Method (Column D)

Indicate the solicitation method by which each Small Business was contacted. Solicitation method shall describe services or trade area(s) being requested.

6. Small Business Selection Decision (Column E)

Indicate the Recommended Offerors selection decision for each Small Business that was contacted in performing the outreach efforts. If the Small Business was selected, list the total contract amount. If the Small Business was NOT selected, list the reason it was not selected.

7. Communication of Selection Decision (Column F) List the date and method of communication used to notify each Small Business that was contacted through outreach efforts of the Recommended Offeror’s selection decision. a) Form – EOD-2/Small Business Outreach Efforts - SUPPORTING

DOCUMENTATION Recommended Offeror shall submit all supporting documentation of its outreach efforts related to Column D and Column F of Form – EOD-2/Small Business Outreach Efforts.




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1. Solicitation Method (Column D)

Recommended Offeror shall submit copies of the actual solicitations used to contact each Small Business listed. The solicitation may be in the form of any method listed under column (D).

2. Communication of Selection Decision (Column F)

Recommended Offeror shall submit documentation that demonstrates how the Recommended Offeror communicated its selection decisions to each Small Business. This documentation may be in the form of an e-mail, a letter, or a telephone log. For all of the above documentation, if the Recommended Offeror uses a blast e-mail or fax format, the documentation submitted must include a copy of the e-mail or fax and all e-mail addresses or fax numbers to which the solicitation or selection decision was sent along with the date and time of the transmission. For telephone contacts, Recommended Offeror shall provide a telephone log with the date and time of the call and the names of the respective persons representing the Offeror and the Small Business and the outcome decision.

B. Form - EOD 3/Small Business Utilization Commitment Recommended Offeror shall sign, date and submit Form - EOD 3/Small Business Utilization Commitment, which commits the Recommended Offeror to the Agency as follows: 1. The firms indicated as “selected” in Form – EOD-2/Small Business Outreach

Efforts will participate in the Contract; 2. The Recommended Offeror will comply with the Race- and Gender-Neutral post-

award requirements as stated in Sections V and VI below; 3. Any and all changes or substitutions will be authorized by the Compliance

Specialist before implementation; and 4. The proposed total Small Business participation dollar amount is true and

correct.

C. Failure To Meet Outreach Requirements The Compliance Specialist will determine whether the Recommended Offeror has satisfied all outreach requirements. If the Compliance Specialist determines that the Recommended Offeror has failed to satisfy the outreach requirements as specified in this clause, then the Compliance Specialist may determine that the Recommended Offeror is not responsible as indicated per the clause. The Agency shall send a written notice to the Recommended Offeror stating the basis for the DBE Compliance Specialist’s decision. Failure to submit the required forms and supporting documentation shall result in a non-responsible determination of the Recommended Offeror and removal of the offeror from further consideration for award.




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D. Administrative Reconsideration

If the Compliance Specialist determines that Offeror is nonresponsible, the Agency will permit Offeror to request EOD to reconsider this determination. In its request for reconsideration, Recommended Offeror may clarify its DBE documentation. The Recommended Offeror may not submit or refer to new or revised documents or information. EOD will only reconsider the original DBE documentation as clarified in the request for reconsideration. If Recommended Offeror requests EOD to reconsider the Compliance Specialist’s determination, Recommended Offeror must provide written notice to the Agency and EOD within three (3) business days of the Agency’s notice of disqualification to Recommended Offeror. The request for reconsideration should be addressed to:

City of Phoenix Equal Opportunity Department Business Relations Division-Contract Compliance Section 200 West Washington Street, 15th Floor Phoenix, AZ 85003

With a copy e-mailed to the Procurement Officer and the Compliance Specialist.

SECTION V: POST-AWARD GENERAL REQUIREMENTS A. Subcontracting Commitment

After Contract award, the Awarded Offeror shall submit to the Agency through the Diversity Management System (powered by B2Gnow) copies of all executed contracts, purchase orders, subleases, JV agreements, and other arrangements formalizing agreements between Awarded Offeror and any DBE or Small Businesses. The Awarded Offeror shall not terminate any DBE or Small Business Subcontracts, and the Awarded Offeror shall not alter the scope of work or reduce the Subcontract amount, without notifying the Compliance Specialist. Any request to alter a DBE or Small Business Subcontract must be submitted in writing to the Compliance Specialist before any change is made. If the Awarded Offeror fails to do so, the Agency may declare the Awarded Offeror in breach of the Contract.

B. Relief From DBE Requirements After Contract award, the Agency will not grant relief from the proposed DBE or Small Business utilization except in extraordinary circumstances. The Awarded Offeror’s request to modify DBE or Small Business participation must be in writing to the Compliance Specialist. If an approved DBE allows its DBE status to expire or its DBE certification is removed during the course of the subcontract, the Agency will consider all work performed by the DBE under the original contract to count as DBE participation. No increased scopes of work negotiated after expiration or revocation of the DBE’s certification may be counted. Likewise, any work performed under a contract




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extension granted by the Agency may not be counted as DBE participation.

C. DBE Substitutions If a DBE was approved by the Agency, but the firm subsequently loses its DBE status before execution of a contract, the Awarded Offeror shall notify the Compliance Specialist in writing.

D. Prompt Payment of Subcontractors

In accordance with the Arizona Revised Statutes, Section 34-221(G), the Agency’s solicitation and/or contract documents, the Awarded Offeror is required to promptly pay its subcontractors, subconsultants, or suppliers within seven (7) calendar days of receipt of each progress payment from the Agency. No contract terms and conditions between the Awarded Offeror and its subcontractors, subconsultants, or suppliers may alter the rights of any subcontractor, subconsultant, or supplier to receive prompt payment as provided herein. Any diversion of retention by the Agency to the Awarded Offeror shall result in a corresponding reduction to subcontractors or suppliers who have performed satisfactory work. The prompt payment provisions of 49 CFR Part 26 also require the Awarded Offeror to ensure the prompt and full payment of retainage monies to subcontractors or subconsultants when the work of the subcontractor or subconsultant is complete and the Agency has accepted the work and paid the Awarded Offeror for the work performed and accepted. Retention shall be paid no later than 30 days after such payment is issued by the Agency.

Any diversion by the Awarded Offeror of payments received for work performed on the contract, or failure to reasonably account for the application or use of such payments, constitutes grounds for a declaration of breach of the contract with the Awarded Offeror. If the Awarded Offeror fails to make payments in accordance with these provisions, the Agency may take any one or more of the following actions, and the Awarded Offeror agrees that the Agency may take such actions: Hold the Awarded Offeror in default under this contract Withhold future payments, including retention, until proper payment has been

made to subcontractors or suppliers in accordance with these provisions Reject all future bids from the Awarded Offeror for a period not to exceed one (1)

year from substantial completion date of this contract Terminate the contract Nothing in this section negates the rights of the Awarded Offeror to carry out the terms and conditions of its contract with the subcontractor or subconsultant as it relates to monies owed by the subcontractor or subconsultant for late performance, claims and other conditions that may exist.




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SECTION VI: RECORDS & REPORTING REQUIREMENTS A. Records

During performance of the Contract, the Awarded Offeror shall keep all records necessary to document DBE and Small Business participation. The Awarded Offeror shall provide the records to the Agency within 72 hours of the Agency’s request and at final completion of the Contract. The Agency will prescribe the form, manner, and content of reports. The required records include: 1. A complete listing of all Subcontractors and suppliers on the project; 2. Each Subcontractor’s and supplier’s scope performed; 3. The dollar value of all subcontracting work, services, and procurement; 4. Copies of all executed Subcontracts, purchase orders, and invoices; 5. Total operating expenses and total costs of goods sales; and 6. Copies of all payment documentation and Change Orders.

B. Reports

The Awarded Offeror shall report all DBE and/or small business participation that occurs as a result of a contract, procurements, purchase orders, subleases, JV, goods/services or other arrangements involving sub-tier participation each month in the internet based reporting program Diversity Management System (B2Gnow) at www.phoenix.diversitycompliance.com.

Section VII – Submittals



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7.1 PRICE SHEET

The Price Sheet rates are all-inclusive to the Scope of Work, unless otherwise noted. Offerors shall complete the Excel File entitled RFP PTD18-001_Price Sheet.xls. Offerors shall submit a printed copy of this as well as an electronic copy in Excel format with their offer. Offerors shall only enter pricing as directed by the Price Sheet instructions; offerors shall make no other changes to the Price Sheet form. Please refer to Section 3.4, Pricing.

7.2 PAYMENT TERMS Vendors must choose an option, however if a box is not checked, the City will default to payment terms of net 45 days. ☐ Contractor offers a prompt payment discount of _______% days to apply

after receipt of accurate invoice or final acceptance of the products (invoice approval), whichever date is later. Payment terms offering a discount will not be considered in the price evaluation of your offer. Payment discounts will be computed from date of receiving acceptable services or a correct invoice, whichever is later, to date payment is mailed by the City.

☐ Contractor does not offer a prompt payment discount and accepts payment terms of net 45, effective upon receipt of an accurate invoice or final acceptance of the products (invoice approval), whichever date is later.

☐ Contractor may be paid immediately upon invoice approval, if enrollment is made to

the Single Use Account (SUA) Program, administered by the City’s servicing bank (“Bank”). By checking this box, the vendor accepts transaction costs charged by their merchant bank and agrees not to transfer to the City those extra charges. The City will not pay an increase in our services for the SUA charges; if an audit uncovers an upcharge for the SUA charges the vendor will owe the City all costs. The vendor may opt-out of the SUA program once, but then may not rejoin during the same contract term.




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7.3 ADDENDA CERTIFICATION

The undersigned acknowledges receipt of the following addenda to RFP PTD18-001: Addendum Number _________, dated Addendum Number _________, dated Addendum Number _________, dated Addendum Number _________, dated Addendum Number _________, dated Addendum Number _________, dated Failure to acknowledge receipt of all addenda may cause the proposal to be considered not responsive to the RFP. Include the acknowledged receipt of each addendum with the technical proposal. Authorized Official:________________________________ Title of Authorized Official: _________________________ Company Name:__________________________________




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7.4 CONTRACT DISCLOSURE FORM This form must be signed and submitted with your proposal and all questions must be answered or your Offer may be considered non-responsive.

This form must be signed and submitted with your proposal and all questions must be answered or your Offer may be considered non-responsive.

1. Name of person submitting this disclosure form. First MI Last Suffix

2. Contract Information

Solicitation # or Name:

3. Name of individual(s) or entity(ies) seeking a contract with the City (i.e. parties to the Contract)

4. List any individuals(s) or entity(ies) that are partners, parent, joint venture or subsidiaries of the individual or entity listed in Question 3. Please include all Board members, executive committee members and officers for each entry. If not applicable, indicate N/A.

5. List any individuals or entities that will be subcontractors on this contract or indicate N/A.

Subcontractors may be retained, but not as of the time of this submission List of subcontracts, including the name of the owner(s) and business name:

6. List any attorney, lobbyist, or consultant retained by any individuals listed in Questions 3,4, or 5

to assist in seeking this contract. If none, indicate N/A




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7. Disclosure of conflict of interest: Are you aware of any fact(s) with regard to this contract that would raise a “conflict of interest” issue under City Code Section 43-34? “An elected City official or a City employee shall not represent any person or business for compensation before the City regarding any part of a procurement, including any resulting contract, if during the time the elected official is or was in office or the employee is or was employed by the City such elected official or employee played a material or significant role in the development of the solicitation, any other part of the procurement, or the contract award.”

I am not aware of any conflict(s) of interest under Section 43-34 of the City Code. I am aware of the following potential or actual conflict(s) of interest:

or A.R.S. 38-501 et. seq.? (See Arizona Revised Statutes regarding conflict of interest at www.azleg.gov)

I am not aware of any conflict(s) of interest under Section 38-501, et seq., of the City Code. I am aware of the following potential or actual conflict(s) of interest:

Notice Regarding Prohibited Interest in Contracts State law and the Phoenix City Charter and Code prohibit public officers or employees, their close relatives, and any businesses they or their relatives own from (1) representing before the City any person or business for compensation, (2) doing business with the City by any means other than through a formal procurement, and (3) doing business with the City without disclosing that the person has an interest in the contract. This prohibition extends to subcontracts on City contracts and also applies to parent, subsidiary, or partner businesses owned by a public officer or employee. See A.R.S. Section 38-501, et seq., for more information (City Charter, Chapter 11, applies the state conflict-of-interest law to City employees. Please note that any contract in place at the time a person becomes a public officer or employee may remain in effect. But the contract may not be amended, extended, modified, or changed in any manner during the officer’s or employee’s city service without following city administrative regulations. Acknowledgements Solicitation Transparency Policy – No Contact with City Officials or Staff During Contract Evaluation I understand that a person or entity who seeks or applies for a city contract, or any other person acting on behalf of that person or entity, is prohibited from contacting city officials and employees regarding the contract after a solicitation has been released. This no-contact provision only concludes when the contract is awarded at a City Council meeting. If contact is required with City official or employees, the contact will take place in accordance with procedures by the City. Violation of this prohibited contacts provision set out in Section 43-34 & 43-36 of the City Code by respondents, or their agents, may lead to disqualification.




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Fraud Prevention and Reporting Policy

I acknowledge that the City has a fraud prevention and reporting policy in Administrative Regulation 1.2, available on the City’s Phoenix.gov website. I will report fraud, suspicion of fraud, or any other inappropriate action to: telephone no. 602-261-8999 or 602-534-5500 (TDD); or [email protected].

The purpose of the fraud policy is to maintain the City's high ethical standards. The policy includes a way for our business partners to report wrongdoing or bad behavior. Suspected fraud should be reported immediately to the Phoenix Integrity Line. The City has adopted a zero-tolerance policy regarding fraud and will investigate any suspected or actual fraud. OATH I affirm that the statements contained in this form, including any attachments, to the best of my knowledge and belief are true, correct, and complete. PRINT NAME TITLE

SIGNATURE DATE

COMPANY (CORPORATION, LLC, ETC.) NAME and DBA rev. 2/2017 (JMK)




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7.5 DEBARMENT AND SUSPENSION CERTIFICATION

Choose one alternative:

□ The Proposer certifies to the best of its knowledge and belief that it and its principals:

1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency;

2. Have not within a three-year period preceding this Proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or Contract under a public transaction; violation of federal or state antitrust statutes or commission or embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in Paragraph 2 of this certification; and

4. Have not within a three-year period preceding this Proposal had one or more public transactions (federal, state or local) terminated for cause or default.

OR

□ The Proposer is unable to certify to all of the statements in this certification, and attaches its explanation to this certification. (In explanation, certify to those statements that can be certified to and explain those that cannot.)

The Proposer certifies or affirms the truthfulness and accuracy of the contents of the statements submitted on or with this certification and understands that the provisions of Title 31 USC § Sections 3801 are applicable thereto.

Executed in [insert city and state]: Company Name:

________________________________________________________________________ Authorized signature and Title Date




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7.6 BUY AMERICA CERTIFICATION

Certificate of Compliance

The Proposer hereby certifies that it will comply with the requirements of 49 USC Section 5323(j)(2)(C), Section 165(b)(3) of the Surface Transportation Assistance Act of 1982, as amended, and the regulations of 49 CFR 661.11:

Name and title: Company: ________________________________________________________________________ Authorized signature Date

Certificate of Non-Compliance

The Proposer hereby certifies that it cannot comply with the requirements of 49 USC Section 5323(j)(2)(C) and Section 165(b)(3) of the Surface Transportation Assistance Act of 1982, as amended, but may qualify for an exception to the requirements consistent with 49 USC Sections 5323(j)(2)(B) or (j)(2)(D), Sections 165(b)(2) or (b)(4) of the Surface Transportation Assistance Act, as amended, and regulations in 49 CFR 661.7.

Name and title: Company: ________________________________________________________________________ Authorized signature Date




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7.7 LOBBYING CERTIFICATION The Proposer certifies, to the best its knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the

undersigned, to any person for influencing or attempting to influence an officer or employee of a federal department or agency, a member of the U.S. Congress, an officer or employee of the U.S. Congress, or an employee of a member of the U.S. 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 thereof.

2. If any funds other than federal appropriated funds have been paid or will be paid to any

person for making lobbying contacts to an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal Contract, grant, loan or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, “Disclosure Form to Report Lobbying,” in accordance with its instruction, as amended by “Government-wide Guidance for New Restrictions on Lobbying,” 61 Fed. Reg. 1413 (1/19/96).

3. The undersigned shall require that the language of this certification be included in the

award documents for all subawards at all tiers (including subcontracts, subgrants and contracts under grants, loans and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, USC § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

THE PROPOSER, _____________________________________________, CERTIFIES OR AFFIRMS THE TRUTHFULNESS AND ACCURACY OF EACH STATEMENT OF ITS CERTIFICATION AND DISCLOSURE, IF ANY. IN ADDITION, THE PROPOSER UNDERSTANDS AND AGREES THAT THE PROVISIONS OF 31 USC §§ 3801 ET SEQ. APPLY TO THIS CERTIFICATION AND DISCLOSURE, IF ANY. Name of Proposer’s authorized official: ________________________________________ Title: ___________________________________________________________________ _______________________________________________________________________ Authorized signature Date Per paragraph 2 above, complete and submit Standard Form–LLL, “Disclosure Form to Report Lobbying,” if applicable.




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7.8 Form – EOD-1

STATEMENT OF OUTREACH COMMITMENT (Due with Response at Time of Submittal)

On behalf of the Offeror, I certify under penalty of perjury that the following information is true and correct. If selected as the Recommended Offeror, the Recommended Offeror has committed that:

1) They have fulfilled all required small business outreach requirements and shall submit all required outreach efforts documentation for contracting opportunities within 7 days following contract award recommendation;

2) They have conducted all required small business/ disadvantage business outreach along

with all required outreach efforts documentation; and

3) They will comply with the Race- and Gender-Neutral post-award requirements stated in the DBE Contract Clause.

Company Name: _____________________________________________________________ Company Mailing Address: _____________________________________________________ Print Name: _________________________________________________________________ Title: _______________________________________________________________________ Email Address: _______________________________________________________________ Phone Number: ______________________________________________________________ Signature: ___________________________________________________________________ Date: _______________________________________________________________________




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7.9 OFFER

TO THE CITY OF PHOENIX: The Undersigned hereby offers and agrees to furnish the material and or service(s) in compliance with all terms, conditions, specifications, and addenda issued as a result of this solicitation and any written exceptions in the offer.

Arizona Sales Tax No.

Use Tax No. for Out-of State Suppliers

City of Phoenix Sales Tax No.

Taxpayer’s Federal Identification No.: If recommended for contract award, Offeror agrees to provide its federal taxpayer identification number or as applicable its social security number to the City of Phoenix for the purposes of reporting to appropriate taxing authorities, monies paid by the City of Phoenix under the awarded contract. If the Offeror provides its social security number, the City will only share this number with appropriate state and federal officials. This submission is mandatory under 26 U.S.C. § 6041A.

OFFEROR MUST BE IN COMPLIANCE AT THE TIME OF AWARD

Enter City’s Registration System ID Number

Located at City’s ProcurePHX website (see SECTION I – SOLICITATION INSTRUCTIONS – CITY’S REGISTRATION)

Offeror has read, understands, and will fully and faithfully comply with this solicitation, its attachments and any referenced documents. Offeror certifies that the prices offered were independently developed without consultation with any of the other offerors or potential offerors. Signature (must be authorized to bind Offeror) Date Printed Name and Title

Company Name

Address

City, State and Zip Code

Telephone Number

Company’s Fax Number

Company’s Toll Free #

Email Address

ATTACHMENT A – DRAFT CONTRACT RFP 18-001


AGREEMENT NO. ___________

BETWEEN

THE CITY OF PHOENIX

AND

_______________________

FOR THE OPERATION OF FIXED ROUTE TRANSIT SERVICE

THIS AGREEMENT is made and entered into this _____day of ___, 2018, by and between the City of Phoenix, a municipal corporation duly organized and existing under the laws of the state of Arizona acting by and through its Public Transit Department (hereinafter referred to as “CITY”) and ______________ (hereinafter referred to as “CONTRACTOR”).

RECITALS

WHEREAS, the City Manager of the City of Phoenix is authorized and empowered by

provisions of City Charter to execute contracts; and,

WHEREAS, public transit plays an important role in transporting large numbers of

people to and from work places, social service organizations, public events and activity centers

in an energy conscious manner; and,

WHEREAS, CITY desires that public transportation be available to the citizens, residents

and visitors of Phoenix; and,

WHEREAS, Chapter 2, Section 2, Subsections (c), (i) and (I), Charter of the City of

Phoenix, 1969, authorize CITY to establish, maintain, equip, own, and operate transportation

services of any kind and to install, maintain, and operate all systems, proper or convenient, or

which may be conducive to the welfare, safety, and health or convenience of the City of Phoenix

and to the inhabitants thereof; and,

WHEREAS, by this Agreement, CITY intends to establish arrangements for such transit

system; and,

WHEREAS, CONTRACTOR is a public service corporation with the experience and the



capability to provide transit services; and,

WHEREAS, CONTRACTOR desires to furnish the required personnel, and to operate

CITY's weekday, Saturday, Sunday, and holiday service; and,

WHEREAS, the CITY has issued its solicitation document, Request for Proposals (RFP)

PTD18-001 for Fixed Route Transit Service; and,

WHEREAS, the Proposal of __________and the subsequent terms and conditions were

authorized by Formal Action of the City Council dated ________;

NOW, THEREFORE, it is agreed by and between the parties as follows:

SECTION 1. TERM OF AGREEMENT. A. The term of this Agreement is for a five (5) year period commencing on July 1, 2017 and

continuing through June 30, 2022. In addition to the initial term, there is one (1) additional two (2) year option period which, if exercised, will extend this Agreement through June 30, 2024. The option to extend may be exercised by the CITY, acting at its sole discretion, at any time prior to the expiration of the term then existing.

B. This Agreement terminates upon the earliest occurrence of any of the following:

1) reaching the end of the term as set forth in 1(A); 2) completing the services set forth in the Scope of Work attached as CONTRACT

EXHIBIT A (the “Services”); 3) payment of the maximum compensation under Section 2(A) of this Agreement,

unless it is amended to allow additional compensation; or 4) termination pursuant to the provisions of this Agreement.

SECTION 2. COMPENSATION.

A. Under this Agreement, CITY will pay for satisfactory and complete performance of work at the rate(s) specified in the Price Proposal (CONTRACT EXHIBIT B), with no additional charges for equipment, supplies, overhead, travel or administrative support. Total amount to be remitted by the CITY to CONTRACTOR for all services satisfactorily performed under this Agreement may not exceed $___________ for the seven (7) year term of the Agreement.

B. CONTRACTOR will be paid on a monthly basis in arrears. CONTRACTOR shall submit one (1) invoice to the CITY for work performed during the previous month. Invoice(s) must be submitted to CITY by the 10th day of the month following the period in which the services were performed and must contain date, contract/RFP number, supporting documentation, and invoice amount. Advance payments are not authorized. The amount invoiced must be based on the actual number of Revenue Miles operated for that month, less liquidated damages. Payment will be made only for actual services that have been received.



C. CONTRACTOR shall submit invoices free of mathematical errors and/or missing supporting documentation. Upon finding an error and/or missing documentation, the CITY will return the invoice to the CONTRACTOR. CONTRACTOR shall promptly resubmit the revised invoice to the CITY. Failure to identify an error does not waive any of the CITY’s rights.

D. Any prompt payment terms offered must be clearly noted by CONTRACTOR on all

invoices submitted to CITY. Payment of invoice(s) will be delayed if an invoice is submitted incorrect or incomplete.

E. In accordance with the requirements of Chapter 19, § 2, Charter of the City of Phoenix,

no more than ninety (90%) percent of the total contract price may be paid before completion of all work to be performed under this Agreement and its acceptance by CITY. Invoices shall be submitted to:

City of Phoenix/Public Transit Department Attn: Transit Operations Contract Supervisor 302 North First Avenue, Suite 900 Phoenix, Arizona 85003

SECTION 3. SCOPE OF WORK. CONTRACTOR shall provide fixed route services to the CITY in accordance with the Scope of Work set forth in CONTRACT EXHIBIT A. The Scope of Work may be supplemented with additional detail from time to time during the term of the Agreement if and as satisfactory to the CITY. Transit services include local service, circulator service, RAPID, Bus Rapid Transit (BRT) and Express service routes to be operated from the CITY’s West Transit facility.

SECTION 4. INDEMNIFICATION OF CITY AGAINST LIABILITY. CONTRACTOR

(“Indemnitor”) must indemnify, defend, save and hold harmless the City of Phoenix and its officers, officials, agents, and employees (“Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (“Claims”) caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of CONTRACTOR or any of its owners, officers, directors, agents, employees or subcontractors in connection with this contract. This indemnity includes any Claims arising out of Indemnitor’s occupancy and use of the CITY facilities. This indemnity also includes any Claims arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of CONTRACTOR to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the parties that Indemnitee will, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by CONTRACTOR from and against any and all claims. But CONTRACTOR has no duty to indemnify the CITY for the cost to repair collision and comprehensive damage to CITY vehicles operated by CONTRACTOR in excess of the deductible specified in Section 6. CONTRACTOR will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. In consideration of the award of this contract, CONTRACTOR agrees to waive all rights of subrogation against the CITY, its officers, officials, agents and employees for losses arising from the work performed by CONTRACTOR for the CITY.



SECTION 5. INSURANCE REQUIREMENTS. CONTRACTOR and its subcontractors

shall deliver to the CITY, before commencement of the Services provided under this Agreement, a certificate of insurance acceptable to the CITY in the amounts and form specified in CONTRACT EXHIBIT C. Failure of CONTRACTOR and its subcontractors to maintain insurance during the term of the Agreement, including renewal options, is a material breach and may result in immediate termination of this Agreement without notice. Insurance requirements are subject to periodic review and adjustment by the CITY.

SECTION 6. RESPONSIBILITY FOR VEHICLE PHYSICAL DAMAGE. The CITY will

reimburse CONTRACTOR for the cost of repair of collision and comprehensive damage to vehicles operated by CONTRACTOR and owned or otherwise provided by the CITY after CONTRACTOR has satisfied the non-refundable deductible of $10,000 per occurrence. The deductible will apply to all collision and comprehensive losses. Requests for reimbursement must be accompanied by two (2) itemized repair estimates or other such documentation agreed to by the CITY and include vehicle number and date of accident, a copy of the police accident report and a narrative statement setting forth how the accident occurred. Requests for reimbursement must be presented to the CITY for payment on a monthly basis.

In situations where damage is caused by a third party (“Other Party”), CONTRACTOR

must timely pursue the Other Party for reimbursement of the entire repair cost amount. The entire repair cost amount includes the total loss of a vehicle, and includes both repairs and total losses paid by the CITY and by CONTRACTOR. CONTRACTOR is responsible for providing the CITY with copies of its documents supporting the amount requested and copies of documents relating to the subrogation/collection effort within thirty (30) days of generating the documents. For repair and total loss costs in excess of $10,000, the CITY’s agreement is required for settling collection matters for amounts less than the entire repair cost, and for writing off uncollectible matters. If the entire amount is recovered, the CITY must be reimbursed in the amount in excess of the $10,000 deductible. If a portion of the amount is recovered, the recovery will be shared by the CITY and CONTRACTOR on a pro-rata basis. The CITY’s share of recoveries must be paid to the CITY within thirty (30) days of receipt.

SECTION 7. PERFORMANCE SURETY REQUIREMENTS. Performance surety in the

amount of $2,500,000 must be provided by Contractor immediately upon receiving notice of contract award. The performance surety must be renewed annually at the beginning of each contract year. The CITY will not give notice to proceed in any form until the performance surety has been received by the CITY. The performance surety must be in the form of a bond, cashier’s check, certified check or money order. Personal or company checks are not acceptable unless certified. If the performance surety is in the form of a bond, the company issuing the surety must be authorized by the Arizona Department of Insurance to transact surety business in the state of Arizona or be named on the approved listing of surplus-lines companies. A certificate of deposit (CD) issued by a local Phoenix bank may also be used as a form of surety provided the CD is issued jointly in the name of the City of Phoenix and Contractor and Contractor endorses the CD to the CITY at the beginning of the contract. Interest earned on the CD may be retained by Contractor but only if Contractor is not in default under the contract.

SECTION 8. LIQUIDATED DAMAGES. CONTRACTOR shall pay CITY liquidated

damages for non-compliance with the performance specifications of this Agreement. The CITY may also assess liquidated damages to the CONTRACTOR based on each observed violation committed by CONTRACTOR personnel. CONTRACTOR agrees that any breach to this Agreement as described in CONTRACT EXHIBIT A - performance standards and liquidated



damages - will result in the CITY suffering damages that are impractical or impossible to determine. CONTRACTOR agrees that the assessments in CONTRACT EXHIBIT A constitute a reasonable approximation of these damages, and the assessments are not a penalty. The CITY may deduct liquidated damage payments from CONTRACTOR’s total monthly invoice amount. Special event hours will not be included for calculations of these performance standards.

SECTION 9. LEGAL WORKER REQUIREMENTS. CITY is prohibited by A.R.S. § 41-4401 from awarding a contract to any CONTRACTOR who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A). Therefore, CONTRACTOR agrees that:

A. CONTRACTOR and each subcontractor it uses warrant their compliance with all federal

immigration laws and regulations that relate to their employees and their compliance with § 23-214, subsection A.

B. A breach of a warranty under paragraph A constitutes a material breach of the Agreement that is subject to penalties up to and including termination of the Agreement.

C. The CITY retains the legal right to inspect the papers of any CONTRACTOR or subcontractor employee who works on the Agreement to ensure that the CONTRACTOR or subcontractor is complying with the warranty under paragraph A.

SECTION 10. RESPONSIBILITY FOR COMPLIANCE WITH LEGAL

REQUIREMENTS. CONTRACTOR’s products, service, and facilities must be in full compliance with all applicable federal, state and local health, environmental, and safety laws, regulations, standards, codes and ordinances, regardless of whether or not they are referred to by CITY.

At the request of CITY representatives, CONTRACTOR shall provide CITY:

1) Environmental, safety and health regulatory compliance documents (written

safety programs, training records, permits, etc.) applicable to services provided by CONTRACTOR under this Agreement.

2) A list of all federal, state, or local (EPA, OSHA, Maricopa County, etc.) citations or notice of violations issued against CONTRACTOR’s firm or its subcontractors including work performed, dates, reasons, dispositions, and resolutions.

CITY shall have the right, but not the obligation, to inspect the facilities, transportation vehicles or vessels, containers and disposal facilities provided by CONTRACTOR or subcontractor. CITY may also inspect operations conducted by CONTRACTOR or subcontractor in the performance of this Agreement.

SECTION 11. GENERAL CONDITIONS. The following general conditions are material to CITY’s entry into this Agreement, and CONTRACTOR’s beach of any one or more of them constitute a material breach of contract: A. Records

CITY, FTA, the Comptroller General of the United States, or any designee may inspect and copy, as the case may be, any facilities, books, documents, papers, computerized media and records of CONTRACTOR that are pertinent to this Agreement for any purpose, including an audit, related to the Agreement. CONTRACTOR shall maintain all books, records, data, and documents according to generally accepted accounting principles as required by the uniform system of accounts and records. All required records must be maintained for a minimum of five (5) years after CITY makes the final



payment and all other pending matters are closed.

B. Right to Assign and Novation The parties agree that if another publicly funded transportation agency desires to provide the service described in this Agreement, CITY may, after consultation with CONTRACTOR, assign all of its rights and obligations under the Agreement to the agency. If such an assignment is made, CITY may assign its FTA Section 13(c) obligations to any successor publicly funded transportation agency, and upon such assignment CITY is released and discharged from further Section 13(c) obligations. If such an assignment occurs, all of CITY’s duties and obligations will be assumed by any successor publicly funded transportation agency, and CITY will ensure that the agency assumes these duties and obligations as a condition of the assignment. CONTRACTOR shall not assign without the prior written consent of CITY, and any attempt to assign the Agreement without prior written consent is void. This Agreement extends to and is binding upon the parties’ respective heirs, successors, legal representatives and assigns.

C. Lobbying Prohibition CONTRACTOR shall comply with all requirements of Title 31 U.S.C. Section 1352 and 54 Federal Register 52305, and CONTRACTOR warrants that its activities and those of its officers, agents, employees and contractors comply, and will continue to comply, with this prohibition against spending federal funds for lobbying. CONTRACTOR shall certify compliance with this prohibition and disclose the activities of all lobbyists paid to influence or attempt to influence government officials for federal grants or contracts.

D. Alteration in Character of Work 1. Whenever an alteration in the character of work results in a substantial change in the

nature of services, thereby materially increasing or decreasing the cost of the performance, the work will be performed in accordance with this Agreement. Before any additional work is started, a contract change order or supplemental agreement will be executed by CITY and CONTRACTOR. CITY and CONTRACTOR agree to negotiate and resolve contract change orders in good faith.

2. No changes in the scope, character, or complexity of work may be made by

CONTRACTOR without first receiving approval properly defining and limiting the change. CITY will not pay any claim for extra work done or materials furnished by CONTRACTOR except as provided in this Agreement, and CONTRACTOR may not do any work or furnish any materials not covered by this Agreement unless first approved in writing by CITY. Any such work or materials furnished by CONTRACTOR without prior written approval is Contractor’s sole risk, cost and expense, and CONTRACTOR may not make any claim for compensation for any such work or materials.

E. Continuing Obligations

All of the revenue vehicles to be managed and supervised by CONTRACTOR have previously been leased or purchased by CITY. All agreements, contracts (except labor contracts), indebtedness and other similar obligations of the transit system existing before the effective date of this Agreement or arising at any time after the effective date, have been and will remain the CITY’s sole responsibility, except to the extent that



CONTRACTOR assumes administrative responsibility for them under this Agreement. All contracts entered into by CONTRACTOR with CITY’s approval during this Agreement are for the benefit of the transit system. Upon the expiration or other termination of this Agreement, all agreements, contractual obligations and the like which have been administered by CONTRACTOR on CITY’s behalf or for its benefit shall automatically revert to CITY.

F. Addition or Deletion of Service The CITY reserves the right to add and/or delete services under this contract. If service levels increase beyond the stated percentage range, the cost per Revenue Mile will be adjusted in accordance with the Price Proposal (CONTRACT EXHIBIT B). All contract changes may be incorporated into written and signed change orders to the contract at the sole discretion of the CITY. If applicable, each change order will state any increase or decrease in the amount of the compensation due to contractor for the change in service and the effective date of the change. Oral changes to the contract are not authorized, but the CITY may provide changes by written notification to Contractor.

G. Fiscal Year Clause. The continuation of this Agreement after the end of each fiscal year of CITY is subject to the City of Phoenix appropriating funds for the Agreement in subsequent fiscal years. CITY does not represent that funding will be approximated because such a budgetary determination is solely within the City Council’s discretion at the time the subsequent budget is adopted. CITY’s fiscal years end on June 30 each year. The CITY does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of the budget.

H. Fiscal Year Time for Payment. Under the provisions of A.R.S. §42-17108, CITY may pay for services rendered or costs incurred only during a fiscal year in which the services and costs are budgeted and for a period of 60 days thereafter. CONTRACTOR must submit its invoices for services performed or costs incurred, together with any required reports, within ten (10) days after the close of a fiscal year, unless otherwise indicated by the CITY, allowing sufficient time for the processing of payment within the 60-day period.

I. Ownership of Documents and Products All software, documents and products created or developed by CONTRACTOR while performing under this Agreement belong to CITY. This provision is intentionally broad. It applies to and includes software programs, drawings, art work, publicity materials, reports, estimates, route information, schedules and related materials, hardware and other products whether or not transit related.

J. Contract Administration and Dispute Resolution

1. Dispute Resolution: Disputes arising in the performance of this Contract that are not resolved by agreement of the parties shall be decided in writing by the Contracts Specialist II Lead or her designee. This decision shall be final and conclusive unless within ten (10) calendar days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the Public Transit Director or the Director’s designee. 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 Public Transit Director or the Director’s designee shall be binding upon the Contractor and the Contractor shall abide by the decision.

2. Performance During Disputes: Contractor agrees that notwithstanding the existence of any dispute between the parties, insofar as is possible, under the terms of the contract, the Contractor will continue to perform the obligations required of the Contractor during the continuation of any such dispute unless enjoined or prohibited by an Arizona Court of competent jurisdiction.

3. 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 CITY or the Contractor shall constitute a waiver of any right or duty afforded any of them under this 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 upon in writing.

K. Contract Order of Precedence

If a conflict appears between this Agreement’s provisions and other incorporated documents, the following take precedent in the order set forth below to resolve the conflict:

1) Federal conditions; 2) This Agreement; 3) City terms and conditions; 4) Appendices and exhibits; 5) The RFP and Contractor’s Proposal; 6) Other documents referenced or included in the RFP.

Unless otherwise specifically provided, in resolving any conflict or inconsistency among the foregoing documents, the most recent in time prevails over older documents or provisions covering the same issue, and provisions most favorable to CITY prevail over less favorable conflicting or inconsistent provisions wherever they may be found.

L. Notices Any notice, consent of other communication (“Notice”) required or permitted under this Agreement must be in writing and either delivered in person or deposited with any commercial air courier or express service showing proof of delivery addressed as follows:

If to CONTRACTOR:

If to CITY: Maria Hyatt, Public Transit Director City of Phoenix Public Transit Department 302 North 1st Avenue, Suite 900 Phoenix, AZ 85003 Telephone: (602) 262-7242 FAX (602) 495-2002

Notices will be deemed received at the time they are personally served or on the delivery



date shown on proof of delivery by any commercial air courier or express service. Any time period stated in a Notice must be computed from the time the Notice is deemed received. Either party may change its mailing address or the person to receive Notice by notifying the other party as provided in this paragraph.

M. Attorneys’ Fees If suit is brought by either party to enforce the terms of this Agreement, to collect any monies due, or to collect money damages for breach, the prevailing party is entitled to recover, in addition to any other remedy, reimbursement for reasonable attorneys’ fees, court costs, costs of investigation and other related expenses incurred in connection therewith.

N. Federal, State and Local Laws CONTRACTOR warrants that it shall comply with all federal, state and local laws and ordinances and all lawful orders, rules and regulations applicable to this Agreement.

O. Cancellation Rights All parties acknowledge that this Agreement is subject to cancellation by the CITY pursuant to the provision of Section 38-511, Arizona Revised Statutes.

P. Waiver CITY’s failure at any time to require performance of any provision of this Agreement in no way affects the right of CITY to enforce the provision later or to enforce any other provision of this Agreement.

Q. Compliance with the Immigration Reform and Control Act of 1986 (IRCA) Required The CITY is prohibited by A.R.S. § 41-4401 from awarding a contract to any Contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A). Therefore, Contractor agrees that: 1. Contractor and each subcontractor it uses warrants their compliance with all

federal immigration laws and regulations that relate to their employees and their compliance with § 23-214, subsection A.

2. A breach of a warranty under paragraph 1 shall be deemed a material breach of the contract that is subject to penalties up to and including termination of the contract.

3. The City of Phoenix retains the legal right to inspect the papers of any Contractor or subcontractor employee who works on the contract to ensure that the Contractor or subcontractor is complying with the warranty under paragraph A.

R. Implied Contract Terms

Each and every provision of law and any clause required by law to be in this Agreement must be read and enforced as though it were included in the Agreement, and if any such provision is not inserted or is not correctly inserted, then upon either party’s request the Agreement must be promptly amended to insert the correct provision.

S. Severability

The provisions of this Agreement are severable to the extent that any provision or application held to be invalid shall not affect any other provision or application of the Agreement which may remain in effect without the invalid provision or application.



T. Organization Disclaimer This Agreement is not intended to constitute, create, give rise to or otherwise recognize a joint venture agreement or relationship, partnership or formal business organization of any kind, and the rights and obligations of the parties shall be only those expressly set forth in the Agreement. The parties agree that no persons supplied by the CONTRACTOR in the performance of CONTRACTOR’s obligations under the Agreement are considered to be CITY’s employees and that no rights of CITY civil service, retirement or personnel rules accrue to such persons. CONTRACTOR shall have total responsibility for all salaries, wage bonuses, retirement, withholdings, workmen’s compensation, occupational disease compensation, unemployment compensation, other employee benefits and all taxes and premiums appurtenant thereto concerning such persons, and shall save and hold the CITY harmless with respect thereto. SECTION 12. TERMINATION OF SERVICES.

A. Termination for Convenience. At any time, CITY may terminate this Agreement for convenience by written notice to CONTRACTOR. Under this provision, CITY may terminate the Agreement for any reason or for no reason. CONTRACTOR shall be paid its costs, including contract close-out costs, and profit on work performed up to the date of termination. CONTRACTOR shall promptly submit these costs to CITY for payment together with such supporting documentation as CITY may require. If CONTRACTOR has any property in its possession belonging to CITY, CONTRACTOR shall account for and return or dispose of the property as CITY directs. When Notice of Termination is received, CONTRACTOR shall immediately consult with CITY about the goods and materials on order then or that are in place and about CONTRACTOR’s plan to proceed with the work had the Agreement not been terminated. After this consultation, CONTRACTOR shall take whatever action CITY may direct related to the Agreement, including cancelling orders; retaining, selling or otherwise disposing of goods and materials; and winding up work or continuing to prosecute it.

B. Termination for Cause. Subject to CONTRACTOR’s right to cure under the provisions of

12(D). below, if CONTRACTOR: (a) fails to provide any of the deliverables specified in this Agreement within the time specified or any extension; or (b) fails to perform any other material provision of this Agreement, CITY may terminate the Agreement for cause. Failure to perform includes any attempt by CONTRACTOR to use unacceptable personnel or supply materials, defective products or workmanship or to furnish the required service and/or product later than the time set forth in the Agreement. If, after termination for cause, it is determined that CONTRACTOR was not in default or that a delay was excusable, then the termination shall be deemed a termination for convenience, and CITY may, in its sole discretion, require CONTRACTOR to continue performance of this Agreement and, if appropriate under the circumstances, allow additional time for performance to be completed, and pay CONTRACTOR its costs of delay, demobilization and remobilization, if appropriate.

C. Notice of Termination. CITY shall give CONTRACTOR thirty (30) days’ written notice

before terminating CONTRACTOR for convenience or for cause. To effect either termination, CITY shall deliver a Notice of Termination to CONTRACTOR specifying: (a) the nature of the default, if any; (b) the nature of the termination, i.e., whether for convenience or cause; (c) the date upon which the termination takes effect.



D. Opportunity to Cure. Before termination for cause, the Contract Administrator, after

consultation with CONTRACTOR, will deliver to CONTRACTOR a notice to cure and allow CONTRACTOR a period of time as prescribed by the CITY within which CONTRACTOR shall correct and cure the defect. Upon receiving the cure notice, CONTRACTOR shall diligently pursue the cure to completion. The notice will state the time period within which cure is permitted together with other reasonable conditions.

If CONTRACTOR fails to correct and cure the breach or default of any of the terms, covenants, or conditions of this Agreement the stated period of time after CONTRACTOR’s receipt of the notice to cure specifying the nature of the default or breach, then CITY may terminate this Agreement by delivering a notice of termination for cause in accordance with Section 12(B) above. Any termination for cause will not preclude CITY from also pursuing all other available remedies against CONTRACTOR and its sureties for the default or breach. SECTION 13. CONFIDENTIALITY AND DATA SECURITY

A. All data, regardless of form, including originals, images and reproductions, prepared by, obtained by, or transmitted to CONTRACTOR in connection with this Agreement are confidential, proprietary information owned by CITY. Except as specifically provided in this Agreement, CONTRACTOR shall not disclose data generated in performing any service to any third person without the prior written consent of the City Manager or his/her designee.

B. Personal identifying in information, financial account information, or restricted CITY information, whether electronic format or hard copy, must be secured and protected at all times to avoid unauthorized access. At a minimum, CONTRACTOR must encrypt and/or password-protect electronic files. This includes data saved to laptop computers, computerized devices or removable storage devices.

When personal identifying information, financial account information, or restricted CITY information, regardless of its format, is no longer necessary, the information must be redacted or destroyed through appropriate and secure methods that ensure the information cannot be viewed, accessed or reconstructed.

C. If data collected or obtained by CONTRACTOR in connection with this Agreement is believed to have been compromised, CONTRACTOR shall notify the City Privacy Officer immediately. CONTRACTOR agrees to reimburse CITY for any costs incurred by CITY to investigate potential breaches of the data and if applicable, the cost of notifying individuals who may be impacted by the breach.

D. CONTRACTOR shall incorporate the requirements of this section into all subcontractor agreements entered into by CONTRACTOR. Any violation of this section will be deemed to cause irreparable harm that justifies injunctive relief in court, notwithstanding the parties have agreed to arbitrate other disputes under the Agreement. A violation of this section may result in immediate termination of Agreement without notice.

E. CONTRACTOR shall defend, indemnify, and hold harmless the CITY and its officers,

officials, agents, and employees from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorney’s and experts’ fees, and



cost of claims-processing, investigation and litigation) for any loss caused, or alleged to be caused, in whole or in part, by CONTRACTOR’s or any of its owners’, officers’, directors’, agents’ or employees’ failure to comply with the requirements of this section. This indemnity includes any claim arising out of CONTRACTOR’s failure to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree.

F. CONTRACTOR’s obligations under this section survive termination of this Agreement.

SECTION 14. AFFIRMATIVE ACTION. In accordance with Title VII of the Civil Rights

Act, as amended, 42 U.S.C. § 2000e et seq., and Federal transit laws at 49 U.S.C. § 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. chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual orientation and gender identity). Such action shall include, but not be limited to, the following: employment, promotion, 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 FTA may issue.

SECTION 15. INTEGRATION. This Agreement constitutes the full and complete

understanding and agreement of the parties and supersedes all prior understandings, agreements, discussion, proposals, bids, negotiations, communications, and correspondence, whether oral or written. Neither party has made any representation, promise, inducement or statement of intention that is not embodied in this Agreement and neither party is bound by or liable for any matter not in the Agreement.

SECTION 16. GOVERNING LAW; FORUM; VENUE. This Agreement is executed and delivered in the state of Arizona, and the substantive laws of Arizona (without reference to choice-of-law principles) govern the Agreement’s interpretation and enforcement. Any action to interpret or enforce this Agreement must be commenced and maintained in the state or federal courts of the state of Arizona, Maricopa County.

SECTION 17. FORCE MAJEURE. Except for payment of sums due, neither party shall

be liable to the other nor deemed in default under this contract if and to the extent that such party's performance of this contract is prevented by reason of force majeure. The term "force majeure" means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence. Force majeure shall not include late performance by a subcontractor unless the delay arises out of a force majeure occurrence in accordance with this force majeure term and condition.

If either party is delayed at any time in the progress of the work by force majeure, the delayed party shall notify the other party in writing of such delay, as soon as is practical, of the commencement thereof and shall specify the causes of such delay in such notice. Such notice shall be hand-delivered or mailed certified-return receipt and shall make a specific reference to this provision, thereby invoking its provisions. The delayed party shall cause such delay to cease as soon as practicable and shall notify the other party in writing when it has done so. The



time of completion shall be extended by contract modification for a period of time equal to the time that results or effects of such delay prevent the delayed party from performing in accordance with this contract.

SECTION 18. REPORTING REQUIREMENTS. CONTRACTOR shall collect data as

required and provide periodic reports comparing the transit system's past and present performance and discussing various management goals and objectives as described in CONTRACT EXHIBIT A and CONTRACTOR’s proposal. Monthly and quarterly reports are due on or before the tenth day of the following month. Reports and required submissions may be revised, reorganized, deleted or changed as directed by CITY.

SECTION 19. CONFLICTS OF INTEREST.

A. CONTRACTOR acknowledges that, to the best of its knowledge, information and belief, no person has been employed or retained to solicit or secure this Agreement upon a promise of a commission, percentage, brokerage, or contingent fee, and that no member of the Phoenix City Council or any employee of the CITY has any financial interest in the contracting firm. For breach of violation of this warranty, CITY shall have the right to annul this Agreement without liability, including any such commission, percentage, brokerage or contingent fee.

B. CITY reserves the right to disqualify CONTRACTOR in the event the CITY determines CONTRACTOR has an actual or apparent conflict of interest with the purposes of this Agreement, and the provisions and procedures set forth in Section 12 shall apply.

C. The CITY may, by written notice to the Contractor, cancel this contract if it is found that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor, to any officer or employee of the CITY making any determinations with respect to the performing of such contract. In the event this contract is canceled by the CITY pursuant to this provision, the CITY shall be entitled, in addition to any other rights and remedies, to recover or withhold from the Contractor the amount of the gratuity.

SECTION 20. CLAIMS OR DEMANDS AGAINST THE CITY. CONTRACTOR shall

comply with the provisions of Chapter 18, Section 14 of the Charter of the City of Phoenix, pertaining to claims or demands against the CITY, including provisions therein for set-off of indebtedness to the CITY against demands on the CITY. CONTRACTOR shall follow the prescribed procedure for presentation of claims and demands. In addition, CONTRACTOR shall comply with the claim statutes, A.R.S. §§ 12-821 and 12-821.01, pertaining to claims against CITY.

Nothing in this Agreement constitutes a dispute resolution process, an administrative claims process, or contractual term as used in A.R.S § 12-821.01(C) to affect the date on which a claim accrues under A.R.S § 12-821.01(A) and (B).

SECTION 21. RELEASE OF INFORMATION – ADVERTISING AND PROMOTION. CONTRACTOR shall not publish, release, disclose or announce to any member of the public, press, official body, or any other third party: (1) any information concerning this Agreement or the services provided under it, or (2) any Agreement-related documents or their contents without the prior written consent of CITY, except as required by law. The name of any site on which services are performed shall not be used in any advertising or other promotional context by CONTRACTOR without CITY’s prior written consent.



SECTION 22. TRANSITION COOPERATION AGREEMENT. Upon the expiration,

termination or other conclusion of this Agreement and of CONTRACTOR’s rights and obligations under the Agreement, the parties anticipate that CITY will select a successor provider to perform the same or similar work. The parties further acknowledge that the successor provider may be CONTRACTOR or another individual, firm or entity.

If the successor provider is an individual, firm or entity other than CONTRACTOR, then CONTRACTOR shall cooperate fully with the successor provider to effect a smooth and seamless transition. This cooperation must include, but is not limited to, the following.

1) CONTRACTOR shall share and permit the copying of all books and records

necessary or convenient for the successor provider to undertake its work. These records include, but are not limited to, maintenance records, inventory records, supplier contracts, and support Agreements.

2) If original records are necessary for the successor provider to properly perform its legal obligations, CONTRACTOR shall provide the originals to the successor, and CONTRACTOR shall keep copies of them.

3) CONTRACTOR shall share and permit the copying of all pertinent personnel records.

4) CONTRACTOR shall execute documents necessary to effect a transfer of all contracts, goods, services and utilities.

5) CONTRACTOR shall not sell, transfer, convey or encumber any CITY assets or any of the assets to be transferred to the successor provider.

6) CONTRACTOR shall maintain all inventory levels necessary for the successor provider to continue to perform the work.

7) As CITY may direct, CONTRACTOR shall surrender to the successor provider or to CITY all CITY-owned real, personal and/or intellectual property.

8) CONTRACTOR shall inventory all property (real, personal or mixed) purchased or leased with CITY funds and all property in which CITY has an ownership or possessory interest. CONTRACTOR shall include a description of the property and its location in sufficient detail to permit easy identification.

Until the date that the successor provider assumes its position, CONTRACTOR shall fully and conscientiously perform its obligations under this Agreement in a professional and workmanlike manner. During the final six (6) months of the Agreement, CITY shall contract with a third-party inspection firm to inspect and test the fleet of City-owned buses operated by CONTRACTOR. The inspections will be conducted approximately ninety (90), sixty (60) and thirty (30) days before Agreement termination. The first two inspections (at CITY's cost) shall identify vehicle defects, repairs and maintenance deficiencies that must be corrected by CONTRACTOR before the final inspection. If significant deficiencies have not been corrected and are found during the final inspection, CONTRACTOR shall be responsible for reimbursing CITY for the cost of the final bus inspection and all costs associated with making the needed corrections. If CITY elects to perform the same or similar work using CITY forces, CONTRACTOR’s duty of cooperation, as described above, shall extend to CITY as the successor provider.



SECTION 23. COMPLIANCE WITH ENVIRONMENTAL LAWS. CONTRACTOR shall comply with all provisions of CONTRACT EXHIBIT E.

SECTION 24. NO ISRAEL BOYCOTT By entering into this contract, the Contractor

certifies that it is not currently engaged in, and agrees for the duration of the contract to not engage in, a boycott of Israel.

SECTION 25. EFFECTIVE DATE. This Agreement will be in full force and effect only

when it has been approved by the City Council of the City of Phoenix, Arizona, executed by the duly authorized officials of the respective parties, and filed with the Phoenix City Clerk.

SECTION 26. EXHIBITS; INCORPORATION BY REFERENCE. The RFP, addenda

and CONTRACTOR’s Proposal are incorporated into this Agreement by reference. The following attached Exhibits are each by this reference also incorporated into this Agreement.

Exhibit “A” Scope of Work Exhibit “B” Price Proposal Exhibit “C” Insurance Requirements Exhibit “D” FTA Required Clauses Exhibit “E” Compliance with Environmental Laws



IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF PHOENIX, ARIZONA ED ZUERCHER, CITY MANAGER By________________________ Maria Hyatt Public Transit Director

ATTEST: __________________________________

City Clerk APPROVED AS TO FORM: __________________________________

City Attorney APPROVED BY CITY COUNCIL ORDINANCE NO. _________on ____________

By ________________________

ATTEST:

___________________________________



CONTRACT EXHIBIT A SCOPE OF WORK

(Scope of Work to be completed based upon the proposal accepted and awarded by the City)



CONTRACT EXHIBIT B PRICE PROPOSAL

(Price Proposal to be completed based upon the proposal accepted and awarded by the City)



CONTRACT EXHIBIT C INSURANCE REQUIREMENTS

(Insurance requirements as stated in Section 4 of RFP PTD18-001)



CONTRACT EXHIBIT D FEDERAL TRANSIT ADMINISTRATION (FTA) REQUIRED CLAUSES

This Agreement is being funded, in whole or in part, with federal funds through the Federal Transit Administration (FTA). As a consequence of that funding, the FTA mandated provisions, listed below by title, are incorporated into this Agreement. The clauses are fully stated in Section 6 of RFP PTD18-001. 1. NO OBLIGATION TO THIRD PARTIES 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED

ACTS 3. ACCESS TO RECORDS AND REPORTS 4. FEDERAL CHANGES 5. CIVIL RIGHTS LAWS AND REGULATIONS 6. TERMINATION 7. INCORPORATION OF FTA TERMS 8. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION 9. BUY AMERICA 10. VIOLATION AND BREACH OF CONTRACT 11. LOBBYING RESTRICTIONS 12. CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT 13. CARGO PREFERENCE REQUIREMENTS 14. FLY AMERICA 15. EMPLOYEE PROTECTIONS 16. SAFE OPERATIONS OF MOTOR VEHICLES 17. CHARTER SERVICE 18. SCHOOL BUS OPERATIONS 19. TEXT MESSAGING WHILE DRIVING 20. SUBSTANCE ABUSE REQUIREMENTS 21. ENERGY CONSERVATION 22. RECYCLED PRODUCTS 23. DISADVANTAGED BUSINESS ENTERPRISE (DBE)



CONTRACT EXHIBIT E COMPLIANCE WITH ENVIRONMENTAL LAWS

Contractor shall, at Contractor’s own expense, comply with all present and subsequently enacted Environmental Laws and any amendments thereto, affecting Contractor’s occupation and use of the Premises. A. DEFINITIONS 1. “Environmental Laws” means those laws promulgated for the protection of human health

or the environment, including but not limited to, the following as the same are amended from time to time: the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 [CERCLA], 42 U.S.C. Sections 9601 et seq., as amended by the Superfund Amendment and Reauthorization Act [SARA]; the Solid Waste Disposal Act [SWDA], 42 U.S.C. Sections 6901 et seq., as amended by the Resource Conservation and Recovery Act [RCRA] including Subtitle I, Underground Storage Tanks; the Toxic Substances Control Act [TSCA], 15 U.S.C. Sections 2601 et seq.; the Public Health Service Act (Title XIV) [PHSA] a.k.a. the Safe Drinking Water Act [SDWA] and SDWA Amendments of 1996, 42 U.S.C. Sections 300f et seq.; the Federal Water Pollution Control Act [FWPCA], as amended by the Clean Water Act, 33 U.S.C. Sections 1251 et seq.; the Clean Air Act, 42 U.S.C. Sections 7401 et seq.; Title 49 of the Arizona Revised Statutes, including the Arizona Environmental Quality Act, A.R.S. Sections 49-201 et seq.; the Arizona Hazardous Waste Management Act, A.R.S. Sections 49-921 et seq.; the Arizona Underground Storage Tank Regulation Act, A.R.S. Sections 49-1001 et seq.; the Arizona Solid Waste Management Act, A.R.S. Section 49-701 et seq.; the Occupational Safety and Health Act of 1970 as amended, 29 U.S.C. Sections 651-678 and the regulations promulgated thereunder, and, any other laws, regulations and ordinances (whether enacted by local, state or federal government) now in effect or hereafter enacted, that provide for the regulation or protection of human health or the environment, including the ambient air, ground water, surface water, and land use, including substrata soils.

2. In this Contract, the term “regulated substances” means:

a. Those substances identified or listed as a hazardous substance, pollutant, hazardous

material, and, petroleum, in CERCLA/SARA; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 5101 et seq.; RCRA, Subtitle I, Regulation of Underground Storage Tanks, 42 U.S.C. Sections 6991 through 6991i; Clean Air Act, 42 U.S.C. Section 7412 et seq.; and in any rule or regulation adopted to implement said statutes.

b. Those substances identified or listed as a hazardous substance, pollutant, toxic pollutant, petroleum, or as a hazardous, special, or solid waste in the Arizona Environmental Quality Act, A.R.S. Sections 49-201 et seq., including but not limited to, the Water Quality Assurance Revolving Fund Act [WQARF], A.R.S. Sections 49-281 et seq.; the Solid Waste Management Act, A.R.S. Sections 49-701 et seq.; the Underground Storage Tank Regulation Act, A.R.S. Sections 49-1001 et seq.; A.R.S. Sections 49-851 through 49-868 pertaining to Management of Special Waste; the Hazardous Waste Management Act, A.R.S. Sections 49-921 et seq.; and in any rule or regulation adopted to implement said statutes.

c. All substances, materials and wastes that are, or that become, regulated, or that otherwise are classified as hazardous or toxic, under any Environmental Law during



the term of this Contract. 3. The term “release” means any releasing, spilling, leaking, pumping, pouring, emitting,

emptying, discharging, injecting, escaping, leaching, disposing or dumping. 4. As used herein, the term “Premises” means Contractor’s leasehold and/or any part or

portion of Transit facility or City owned property where Contractor or its employees or agents causes to occur a release of a regulated substance.

5. As used herein, the term “Contractor” means every consultant, lessee, sublessee,

licensee, permittee, concessionaire, tenant or other person, firm or corporation occupying or using the Premises pursuant to an agreement and includes Contractor’s heirs, personal representatives, successors-in-interest and assigns.

B. COMPLIANCE 1. Contractor shall not cause or permit any regulated substance to be used, generated,

manufactured, produced, stored, brought upon, or released on, or under the Premises, or transported to or from the Premises, by Contractor, its agents, employees, Contractor’s invitees or a third party in a manner that would constitute or result in a violation of any Environmental Law or that would give rise to liability under an Environmental Law. Contractor may provide for the treatment of certain discharges regulated under the City of Phoenix pretreatment ordinances pursuant to Chapter 28 of the Phoenix City Code or such other ordinances as may be promulgated and the Federal Clean Water Act, 33 U.S.C. Section 1251 et seq. Contractor shall indemnify, defend and hold harmless, on demand, City of Phoenix (“City”), its successors and assigns, its elected and appointed officials, employees, agents, boards, commissions, representatives, and attorneys, for, from and against any and all liabilities, obligations, damages, charges and expenses, penalties, suits, fines, claims, legal and investigation fees or costs, arising from or related to any claim or action for injury, liability, breach of warranty or representation, or damage to persons, the environment or Premises and any and all claims or actions brought by any person, entity or governmental body, alleging or arising in connection with contamination of, or adverse effects on, human health or the environment pursuant to any Environmental Law, the common law, or other statute, ordinance, rule, regulation, judgment or order of any governmental agency or judicial entity, which are incurred or assessed as a result, whether in part or in whole, of Contractor’s occupancy or use of the Premises during the term of this Contract or any previous contract or uses of the Premises by Contractor or its owners or affiliated entities, agents, employees, invitees, visitors or licensees. Regardless of the date of termination of this Contract, Contractor’s obligations and liabilities under this Section shall continue so long as City bears any liability or responsibility under the Environmental Laws arising from Contractor’s occupancy or use of the Premises during the term of this Contract. This indemnification of City by Contractor includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial actions, removal or restoration work required or conducted by any federal, state or local governmental agency or political subdivision because of regulated substances caused by Contractor to be present on or under the Premises or present in the soil or ground water on or under the Premises or present in surface waters on or adjacent to the Premises.



2. Without limiting the foregoing, if the release by Contractor of any regulated substance on or under the Premises, or in surface waters on or adjacent to the Premises results in any contamination of the Premises or surface waters, Contractor shall promptly take all actions at its sole cost and expense that are necessary to mitigate any immediate threat to human health or the environment. Contractor shall then undertake any further action necessary to return the contaminated site to the condition existing prior to the introduction by Contractor of any regulated substance; provided that City’s approval of such actions shall first be obtained. Contractor shall undertake such actions without regard to the potential legal liability of any other person; however, any remedial activities by Contractor shall not be construed to impair Contractor’s rights, if any, to seek contribution or indemnity from another person.

3. Contractor shall, at Contractor’s own cost and expense, make all tests, reports, studies

and provide all information to any appropriate governmental agency as may be required pursuant to the Environmental Laws pertaining to Contractor’s occupancy or use of the Premises. This obligation includes but is not limited to any requirements for a site characterization, site assessment and/or remediation plan that may be necessary due to any actual or potential spills or discharges of regulated substances on, under or from the Premises, or in surface waters on or adjacent to the Premises during the term of this Contract. At no cost or expense to City, Contractor shall promptly provide all information requested by City pertaining to the applicability of the Environmental Laws to the Premises, to respond to any governmental investigation, or to respond to any claim of liability by third parties which is related to environmental contamination. In addition, City shall have the right to inspect, within ten (10) days of Contractor’s receipt of written request, and copy any and all records, test results, studies and/or other documentation, other than trade secrets and legally privileged documents, regarding environmental conditions relating to the use, storage, or treatment of regulated substances by Contractor on, under or from the Premises or in surface waters on or adjacent to the Premises.

4. Contractor shall notify the Public Transit Director within twenty-four (24) hours upon

learning of the following:

a. Any correspondence or communication from any governmental agency regarding the application of Environmental Laws to the Premises or Contractor’s occupancy or use of the Premises;

b. Any change in Contractor’s activities on the Premises that will change or have the potential to change Contractor’s or City’s obligations or liabilities under Environmental Laws;

c. Any assertion of a claim or other occurrence for which Contractor may incur an obligation under this Section.

5. Contractor shall at its own expense obtain and comply with any permits or approvals that

are required or may become required as result of any occupancy or use of the Premises by Contractor, its agents, employees, invitees and assigns.

6. Contractor shall insert the provisions of this Exhibit E in any agreement or contract by

which it grants a right or privilege to any person, firm or corporation under this Contract. 7. Contractor shall obtain and maintain compliance with any applicable financial



responsibility requirements of federal, state and/or local law regarding the ownership or operation of any underground storage tank(s) or any device used for the treatment or storage of a regulated substance and present evidence thereof to the City, as may be applicable.

8. Contractor shall take reasonable precautions to prevent other persons not acting under

Contractor’s authority from conducting any activity that would result in the release of a regulated substance on, under or from the Premises or in surface waters on or adjacent to the Premises. Contractor shall also exercise due care with respect to any regulated substance that may come to be located on the Premises as a result of the actions of third parties who are not under Contractor’s authority.

9. Contractor shall make its best efforts to minimize its production of a waste stream that

includes regulated substances, and shall minimize the storage of regulated substances on, in and around the Premises.

C. TERMINATION OF AGREEMENT Contractor’s failure or the failure of its agents, employees, contractors, invitees or of a third party to comply with any of the requirements and obligations of this Exhibit or applicable Environmental Law shall constitute a material breach of this Contract and shall permit the City to pursue the following remedies, in addition to all other rights and remedies provided by law or otherwise provided for in this Contract, to which the City may resort cumulatively, or in the alternative: 1. The City of Phoenix may, at the City’s election, keep this Contract in effect and enforce

all of its rights and remedies under the Contract, including (1) the right to recover rent and other sums as they become due by appropriate legal action and/or (2) the right, upon ten (10) day’s written notice to Contractor, to make payments required of Contractor or perform Contractor’s obligations and be reimbursed by Contractor for the cost thereof, unless such payment is made or obligation performed by Contractor within such ten (10) day period.

2. The City of Phoenix may, at the City’s election, terminate this Contract upon written

notice to Contractor. 3. Notwithstanding any other provision in this Contract to the contrary, the City shall have

the right of “self-help” or similar remedy in order to minimize any damages, expenses, penalties and related fees or costs, arising from or related to a violation of Environmental Laws on, under or from the Premises or in surface waters on or adjacent to the Premises, without waiving any of its rights under this Contract.

4. The exercise by the City of any of its rights under Section C of this Exhibit shall not

release Contractor from any obligation it would otherwise have under this Exhibit. 5. The covenants of this Exhibit shall survive the termination of this Contract.