REQUEST FOR PROPOSALS AND QUALIFICATIONS To Provide a Site Selection Study,

Preliminary Engineering Services, and

CEQA/NEPA Documents

For the Project Development of the

Woodland Transit Center

Issued by Yolo County Transportation District

350 Industrial Way Woodland, CA 95776

Released on August 28, 2017

Proposals Due 2:00PM PST

on November 1, 2017

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WOODLAND BACKGROUND Yolo County Transportation District (YCTD) serves Yolo County, including the cities of Woodland, West Sacramento, Davis, and Winters, as well as unincorporated areas, and provides service into Downtown Sacramento and the Sacramento International Airport in Sacramento County, and to Vacaville in Solano County.

EXISTING COMMUNITY CONDITIONS

Geography of Woodland The City of Woodland is located in the middle of Yolo County in the Central Valley in northern California. It was incorporated in 1871, and was later chosen to be the seat of Yolo County due to its convenient location and good drainage in the case of flooding. Woodland’s climate sees variation throughout all four seasons, and is a comfortable, temperate place with average rainfall of 19 inches per year. Woodland is 14.5 square miles in size at an elevation of 61 feet above sea level with a flat terrain and very few hills. Key access corridors consist of Interstate 5 connecting Woodland with Sacramento and points north, Interstate 80 connecting Sacramento with Davis and the Bay Area, Interstate 505 connecting I-5 and I-80 in the western portion of Yolo County, State Route (SR) 113 connecting Davis and Woodland, and SR 16 extending west from Woodland to Esparto and points West, The Amtrak Capitol Corridor offers up to 32 trains daily between Sacramento and the Bay Area with one well-used Yolo County station located in Davis. Demographics Woodland in particular, has approximately 26 percent of the county’s population with a population of around 56,000 people. Woodland’s ethnic, social, and cultural makeup is a defining characteristic of the city. Nearly half of the population identifies as Hispanic alone, and about two-fifths of the population identifies as white alone. The remaining <10% of the population is made up of Asian, African American, American Indian, and other ethnic groups. The age distribution in Woodland is relatively equal, without one age group dominating the population in Woodland. The mean household income is $70,943 and the median household income is $55,147. Of the total 24,645 workers in Woodland in 2013 aged 16 or older, 624 were estimated to take public transportation to work, according to the American Community Survey 2013 five year estimates. This represents a 2.5 percent transit commute mode split. Furthermore, there are fewer workers employed in Woodland than live in Woodland, meaning more commute out of the area than into the area. Background In May 2016, the YCTD Board and the Woodland City Council adopted the Woodland Transit Study. A key goal of the study was to optimize transit services throughout Woodland by completing an in-depth study on operational costs and ridership. The results of the Woodland Transit Study will be incorporated within the YCTD Short Range Transit Plan (which is updated every 5-7 years) for Board consideration. The Woodland Transit Study included a comprehensive assessment and analysis on existing community conditions, existing transit services, and transit demand. The study also included an extensive public outreach effort which included onboard customer surveys, stakeholder interviews, and “information booths” open to public participation. Recommendations and supporting capital and financial plans from the study included a series of specific recommendations. The service recommendations were segregated into near term (through FY 2020/21) and long-term (between FY 2020/21 to FY 2034/35). A summary of the near-term recommendations follows:

Revise one existing route (likely Route 212 or 214) to serve Yolo County Justice Center; Modify schedules and number of trips of existing routes (see study for specific changes); Modify the existing four bus route configuration in Woodland to continue multiple loops,

while providing access to the Spring Lake development with one of the local routes; Modify bus stop locations and amenities to reflect revisions to route alignments;

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o Would establish up to 23 new bus stop locations and requisite ADA accessibility and new amenities;

Establish a new commuter route between Woodland and downtown Sacramento (Tentatively Route 46); Run new route two times each in the morning and afternoon. Reduce route 45 from five (5) to four (4) trips each direction.

Plan for the following investments: o $1.1 million in bus stop improvements and an additional bus. o $3.1 million for development and construction of a downtown transit center. o $60,000 in a signal priority study

WOODLAND TRANSIT STUDY EXCERPTS

Pulse Routes from a Downtown Transit Center – Existing Service Area

Four buses could be used to operate a total of five routes from a transit hub in the downtown area, as shown in Figure 24. As shown in Table 31, the route serving northeast Woodland (Route1) would be scheduled to operate over 40 minutes, the route south along East Street to the County Fair Mall and Senior Center (Route 3) would be scheduled to operate over 20 minutes, while the remaining three routes would be schedule for 30 minutes and serve southeast Woodland (Route 2), southwest Woodland (Route 4) and northwest Woodland (Route 5). Four buses would allow Routes 2, 3 and 5 to be operated twice per hour (30-minute frequency), while Routes 1 and 4 would be operated once per hour (60-minute frequency). Table 31 presents the travel time and transfer requirements between key origins and destinations. This alternative would also provide service to the existing “holes” in the service area. The location of the hub closer to the YOLOBUS operations center reduces “deadhead” miles and associated costs to the contractor.

Existing Service Performance with Pulse System and Downtown Transit Center

A pulse network focused on a transit center in the downtown area would provide a modest benefit over the current two-loop plan. While some individual trips would require longer travel times, this would be more than offset by the ability to provide 30-minuteservice frequencies on some routes as well as to serve additional neighborhoods. In addition to a 5 percent increase in ridership, this option would reduce average necessary running speed by roughly 10 percent, thereby improving on-time performance. It also would reduce operating costs on the order of $30,000 per year and reduce operating subsidy requirements on the order of $19,000 per year.

Pulse Routes from a Downtown Transit Center – Expanded Service Area Serving Spring Lake

A pulse route network serving Spring Lake from a transit center in the downtown area is shown in Figure 25. As detailed in Table 31, this would consist of two 40-minute routes (serving northeast Woodland and southeast Woodland, two 30-minute routes (serving southwest Woodland and northwest Woodland), and a 20-minute route serving County Fair Mall and the Senior Center. This option allows the 40 minute routes serving Spring Lake and Gateway Mall/Wal-Mart to be“ paired” or interlined with a 20-minute route south on East Street to the Senior Center and return. Operating four buses, service could be provided every 30 minutes on the routes serving northwest Woodland, southwest Woodland, and County Fair Mall/Senior Center, along with hourly service to northeast and southeast Woodland. Service would be provided to new areas in the existing service area “holes.” Due to the shorter overall routes, this option would provide better service to the busy northwestern portion of Woodland, though service to the Community College would still be limited to hourly buses. Table 31 presents the travel times and transfer requirements of this alternative. Overall, this is a more effective route structure than a pulse service centered on a County Fair Mall transit center.

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PHASE ONE – REQUEST FOR PROPOSALS – SITE SELECTION STUDY Current Transit Center The current transit center serving Woodland, located at County Fair Fashion Mall, is a basic but functional facility that can accommodate the Woodland services in their current form. It incorporates bus shelters/seating and street lighting, but no other amenities. Its location near the southern end of the local route service area is not optimal, in that it requires substantial out-of-direction travel for some popular trip patterns (such as travel between northwest Woodland residences and downtown). Architectural Program for the Proposed Woodland Transit Center As a long-term capital investment, it is important for a new downtown transit center to be able to accommodate the needs of the transit program for at least the next twenty years. At a minimum, this program can be accommodated in a parcel of approximately 0.7 acres in size. The selected consultant will have flexibility to provide input on possible options for the architectural program. At this time, the recommended program elements, considering the long range service scenario, are as follows:

Bus Bays o Local Routes – 4-6 o Woodland – Sacramento Commuter Routes o Woodland – Davis Commuter Routes - 1-2 o Route 42 Intercity – 2 o Other Routes (215, 216, 217) – 1-2 o Total – 8-12 bays, requiring approximately 440-660 linear feet of curb1

Building Program The proposed transit center could be composed of some of the following ADA Accessible elements depending upon the space and funds available (these facilities can be co-located within adjacent buildings part of or not part of the project):

o Covered Passenger Waiting Area with benches – approximately 1,500 square feet o Lockable unisex driver restroom–approximately 100 square feet o Custodial closet and computer/mechanical/service space – approximately 160

square feet o Total – approximately 1,760 square feet

Other Elements

o Electronic reader/audible Signs for each side of proposed platforms o Two parking spaces for transit staff/road supervisors o Transportation Networking Company (TNC) Loading Spaces o E-Bicycle lockers (8) o Static display signs for route information/programs (4) o Space for public art o Video surveillance system/telecommunications o Connect Card (regional fare card) synch equipment o Parking for transit passengers, if it can be accommodated onsite. However, this is not

a key purpose of a new transit center site in Woodland. ________________________________ 1 At a minimum 8 bays would be needed (4 for local routes, 1 for Sacramento commuter routes, 2 for Route 42 and 1 for other Routes). The required length of curb minimum of 55 feet.

2.0 PROJECT OBJECTIVES: The Woodland Transit Center project objectives are as follows in no order of importance:

Functionality - Create a facility that provides convenience for users, including convenient connections between neighborhood routes and corridor routes, while minimizing traffic impacts.

Capacity-Build a facility that provides adequate space to accommodate existing and future,

planned transit services.

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Integration-Locate a facility that allows current and future transit users to patronize nearby

businesses, with a design that conveys the values of the surrounding community.

Value-Develop a facility that will be cost-effective and efficient in meeting the needs of current and future transit riders, the community, the City of Woodland and YCTD.

Efficiency-Develop a facility that provides for efficient transit operations with a minimum

amount of time required for connecting between bus routes.

Safety and Security-Create a facility where visibility and design help riders and community members feel safe and secure.

Accessibility-Develop a facility that is fully accessible to a wide range of users including

riders with special needs, pedestrians, cyclists and those who wish to park-and-ride.

Economic Vitality-Develop a facility that supports economic development and community vitality.

Comfort -Design a facility that provides a comfortable environment for riders with transit

information, seating and shelter from the elements.

Environmentally Conscious and Sustainable-Develop a facility that helps the community reduce greenhouse gases by reducing reliance on single-occupant vehicles and petrochemicals, and incorporates as many environmentally friendly elements as reasonable that meet best practices in energy and environmental design.

The selected consultant will include new market trends such as autonomous vehicles and transportation network companies (i.e. Uber/Lyft type services) in their planning/preliminary engineering of this facility.

The District is open to modification of objectives as the study progresses Site Location Considerations The following are key considerations in considering the location of a transit center:

Adequate size to accommodate the transit program as approved Proximity to the center of the local transit service area, to minimize out-of-direction travel

time and costs. Convenient access for transit routes that minimize out-of-direction travel. Adequate access, avoiding excessive delays for transit routes. Compatibility with nearby land uses. In particular, transit centers can have noise impacts on

nearby residences. Convenience to major trip destinations. As the single location most accessible by public

transit, it benefits the overall effectiveness of transit services if there is a concentration of transit trip generators (shopping, community facilities, public offices, etc.) within a convenient walking distance of the transit center.

To fulfill the goal of the pulse route concept, efficiently serve the four pulse locations; evaluate bus routing in and out of the proposed locations (i.e. corner turning radius for bus routes, bus routing at uncontrolled intersections)

Consistency with the pulse route for the locations selected Potential to encourage additional transit oriented development in the Downtown Area of

Woodland. High visibility, enhancing the community’s awareness of transit services. Personal security and safety. Locations in area’s with higher crime reputation (deserved or

not) should be avoided, and locations that have greater vehicle and pedestrian activity are preferable.

Appropriate zoning and consistency with community plans. Availability of adequate utilities.

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Lack of known hazardous soils.

Woodland Transit Study Identified Sites The six potential locations in or within proximity of the downtown area identified the Woodland Transit Study are show in Figure 3. The following sites were selected by the Woodland Transit Study consultant and included in the report without comment from the City and YCTD. Additional sites may be added to the study list, including the existing site at the County Fair Mall.

The Main & 4th site is located on the west side of 4th Street between Main Street and the alley to the north. It is currently not occupied, and is located near shopping, dining, and public activity centers. There is potential to expand this site, such as through curb space on the east side of 4th Street. However, this site is privately owned, has high commercial potential, and is likely not available.

The Main & East site consists of a currently-vacant parcel on the northwest corner of Main Street and East Street. It has very high visibility, but access can be a problem at peak times – particularly long traffic queues on East Street. It is also currently slated for commercial development, and thus unavailable.

Two potential sites are located on the Pacific Rail Company parcel north of Main Street and east of East Street. This area consists of a “house track” railcar loading area and railcar storage area, and appears to have very little use. The Armfield & A site consists of the western end of this parcel, while the Armfield & E site would use the eastern end. Under either option, the transit bays could make use of the existing Armfield Street right-of-way, potentially allowing rail uses to remain. Use of either site may require realignment of the offset Main / E Street intersection to align with Thomas Street. These two sites also create the requirement for those traveling into or out of Downtown Woodland to cross a busy arterial street.

The Depot site consists of land near the (relocated) historic rail station on the southeast corner of Lincoln Avenue and 6th Street. This site is convenient to the new County Courthouse, and its location adjacent to the police station helps to address security issues. It has less visibility to the community as a whole than do the other sites. Providing adequate transit access to/from the site probably would require extension of Lincoln Avenue eastward across the rail tracks to East Street. As increasing at-grade rail crossings is an issue with the California Public Utilities Commission, it may also be necessary to close the existing Oak Avenue crossing.

The 3rd & Court Street site has recently been added to the list of potential sites and is located on the west side of 3rd Street and the north side of Court Street. This location is currently the parking lot of the Yolo County Public Defender and the Yolo County Library. The offset location of this site to Main Street will allow for convenient access to downtown while allowing routes to be diverted from Main Street traffic during peak hours.

Transit Center Costs Table 42 of the Woodland Transit Study presents a planning-level estimate of capital costs associated with a new downtown transit center. As show, total costs (including land acquisition, site preparation, construction, engineering permitting and construction management costs) are estimated to be on the order of $2.8 Million. This figure does not include any costs associated with remediation of hazardous wastes, assumes that adequate utilities are available to the site, and will vary based upon the final site selected. A fully enclosed transit building may be obtained by partnering with adjacent development SCOPE OF WORK Proposals for the project under this solicitation are for site selection and conceptual design services. The Consultant shall be responsible for the site selection process through conceptual design of the project; preparing site selection research, community, staff and stakeholder forums, market analysis and surveys, and as further described in this Scope of Work. However, the specific site selection rests with YCTD in consultation with the City of Woodland. The potential sites, including but not limited to the sites identified in the Woodland Transit Study shall incorporate the following features: A. Selection of up to four (4) candidate sites and final selection of two sites (a primary site and a

back-up site) that meet the evaluation criterion;

B. Building Envelope conceptual design shall at a minimum include: a) Boarding/layover bays for buses; b) Pedestrian waiting platform(s); c) Security features d) Park-and ride with adequate parking spaces to meet current and future demand; e) Access from primary or secondary arterial; f) Intelligent Transportation Services such as real time data, next bus, etc.; g) Security cameras strategically located around the facility and park and ride. h) If co-located with adjoining development, a passenger waiting area that is enclosed, lighted,

climate controlled, and has passenger restrooms;

C. Reporting - The Consultant shall schedule, conduct or attend public and agency coordination meetings as required and will be responsible for producing graphics, charts, diagrams, conceptual design plans, and other materials to describe and illustrate the project elements to YCTD staff, City Staff, Committees, City Council, YCTD Board, stakeholders, patrons and the community. The public process will continue throughout the entire selection, acquisition and design phases. The Consultant shall schedule, conduct or attend periodic and weekly meetings with the Project Team (YCTD/City Staff). These meetings will be used to provide progress updates as well as receive feedback from the Project Team. As part of the site selection and conceptual design services, the Consultant shall complete a monthly report that includes: a) Summary of the activities that occurred during the past month b) List of proposed activities for the ensuing month c) Detailed schedule identifying critical milestones d) Adherence to any FTA reporting requirements e) Challenges to the project schedule and budget

D. Monthly Deliverables

a) Detailed project schedules and updates b) Monthly Report on Project Status, Activities, Challenges c) Change Orders, etc. d) Public and agency coordination e) Meeting minutes f) Monthly Application for Payment, other forms and documentation

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E. Project Deliverables a) Existing/future plans, current transit market technical memoranda b) Market segmentation data sets c) Site identification, opportunities, constraints and initial screening summaries d) Evaluation and recommendation of final site(s) summaries e) Final reports f) Conceptual engineering plans

F. Public Outreach - At a minimum, the proposed project should contain the following public

meetings and survey points. The consultant should recommend a public outreach plan that best meets the needs of the project and could include combining of meetings, if warranted. a) Public Workshop 1 – Announcing the proposed project and gathering preliminary input b) Public Workshop 2 – Introducing the draft site selection plan/preferred site to the public c) Woodland Infrastructure Commission- Introducing the draft site selection plan/preferred

site and comments from Public Workshop 2 d) YCTD Board Workshop 1 –Introducing the draft site selection plan/preferred site and

comments from Public Workshop 2 e) Woodland City Council Workshop 1- Introducing the draft site selection plan/preferred site

and comments from Public Workshop 2 f) Woodland City Council Consideration-Consideration and adoption of Site Selection

Plan/preferred site g) YCTD Board Consideration- Consideration and adoption of Site Selection Plan/preferred

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PHASE TWO – REQUEST FOR QUALIFICATIONS - PRELIMINARY DESIGN, ENGINEERING AND ENVIRONMENTAL REVIEW The District intends to hire a firm that can complete Phase 1 Site Selection Report. As the site has not yet been chosen, the second phase of the project, preliminary design, engineering and environmental review is dependent upon the site and backup site(s) chosen. As such, the District desires to have firms propose on Phase 2 of the project based upon their qualifications and experience in completing this phase. A detailed scope of work will be prepared by the consultant after the completion of Phase 1. The District will negotiate this detailed scope of work, project team and cost for Phase 2. The District reserves the right to issue a RFP for Phase 2 if a scope, personnel and cost are not acceptable to the District or City of Woodland. The District may at its discretion complete environmental review for up to two (2) sites. The consultant team shall be chosen based upon a request for qualifications for the following items: 1) Hazardous Materials Site Assessment-An initial site assessment will be conducted by the

consultant to determine if any hazardous materials may exist in the project area. 2) Field surveying in the project area. A survey will be prepared by the consultant with existing

information which will be provided by City and District. 3) Detailed Soils Report-All geotechnical investigation services required for the design of this

project will be provided by the consultant. 4) Preliminary Drainage Report will be required for review which shall consider historic flows on

the site and suggest appropriate measures to address passing of such flows. The drainage report shall address all historical storm water crossings as well as analysis of the roadway drainage.

5) Environmental Document - The consultant shall perform environmental review, advise the District on the best overall strategy for environmental clearance, draft appropriate documents (this could include up to the preparation of a full Environmental Assessment/Environmental Impact Report (EA/EIR)), provide for and conduct public review and outreach, incorporate and respond to comments as required to issue final environmental documents that comply with CEQA and NEPA requirements, identify the appropriate regulatory agencies whose approvals are required, and ensure all proper environmental studies are conducted to clear all legal requirements and obtain the necessary permits:

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a) Initiate the CEQA and NEPA processes. Issue required notices, including a Notice of Preparation. If required, develop a "Purpose and Need" statement and assist the District in obtaining Federal Transit Administration (FTA) concurrence of the Purpose and Need statement. Develop alternatives pursuant to the Project Purpose and Need, and assist the District in obtaining FTA concurrence regarding the alternatives.

b) Develop a comprehensive public outreach program for the Project. c) Prepare all necessary environmental studies and conduct all necessary consultations

pursuant to CEQA and NEPA. d) Prepare administrative draft and public review versions of draft environmental documents

(CEQA and NEPA). Assist the District in soliciting public comments and feedback regarding the draft environmental document, and prepare responses to public comments.

e) Assist in the negotiation, preparation, and execution of all necessary Memoranda of Agreement with regulating agencies and assist in obtaining all necessary approvals.

f) Prepare all necessary documents, and assist in all consultations to complete the CEQA and NEPA (and related) environmental processes.

g) Deliverable: Required Environmental Documentation and related background materials; all required regulatory agency permits.

6) Preliminary Design – A 30% preliminary design level shall be prepared. The consultant will be required to provide detailed design plans for all components of the project. A status set of plans will be kept available to the District for review and submittal to the appropriate agencies, utility companies, and affected property owners as needed. The plans must locate all existing utilities and structures. They must be shown both horizontally and vertically and in relation to the proposed improvements. All utility conflicts must be identified and relocation/removal plans must be coordinated through the appropriate utility companies. At the completion of the Preliminary Design Phase, the consultant shall provide the District with four (4) 24”x36” sets of review plans, related specifications, and an Engineer’s Estimate. The plans/specifications should be approximately 30% complete. The consultant shall also be prepared to provide the District with drawings in electronic AutoCAD and PDF format.

7) Public Outreach - At a minimum, the proposed project should contain the following public meetings and survey points. The consultant will be able to recommend a public outreach plan that best meets the needs of the project and could include combining of meetings, if warranted. a) Customer Survey – utilizing local shopping centers, conduct a “fresh” customer survey of

existing transfer/connecting customers. b) Public Workshop 1 – Announcing the proposed project, environmental review and gathering

preliminary input c) Public Workshop 2 – Introducing the preliminary design to the public d) Woodland Infrastructure Commission- Introducing the draft design concept and comments

from Public Workshop 2 e) YCTD Board Workshop 1 –Introducing the draft design concept and comments from Public

Workshop 2 f) Woodland City Council Workshop 1- –Introducing the draft design concept and comments

from Public Workshop 2 g) Woodland City Council Consideration-Consideration and adoption of design concept h) YCTD Board Consideration- Consideration and adoption of design concept and certification

of environmental document.

SUBMISSION REQUIREMENTS – PHASE 1 AND PHASE 2 Proposals shall specifically respond to required information about the proposer and how the proposer will meet the requirements of the service by addressing performance criteria to illustrate the firm's capabilities and technical approach to the design work. 1. Transmittal/Cover Letter Please transmit this statement of performance verification criteria below with a brief cover letter that is signed by an officer of the responding organization, who is able to bind the firm to the proposal, which states that:

1) The information contained in this submission is accurate and complete as of the date of submission.

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2) The responding organization understands and is willing to comply with all contractual requirements.

3) Identification of Respondent and General Information Identification of Respondent Name of Organization

4) Business Address: Telephone Number: Facsimile Number: E-mail address: Web site address: 5) Legal Status of Organization (List one among the choices below:) _____ Sole proprietor

_____ For-profit corporation or joint venture corporation _____ For-profit partnership _____ Non-profit corporation _____ Public agency _____ Other: (Identify)

6) Name of Chief Executive Officer (or Administrator) of Organization 7) Name of individual designated to represent organization in subsequent discussions or

negotiations related to this solicitation - including the name, title, and telephone number. 8) Business Function - Describe the major business functions or activities of your organization,

including work history and size.

2. Experience and Background In order to establish the capability of your firm, please provide the names of all organizations for whom your firm has provided similar Site Selection, Preliminary Engineering and Environmental services over the past three years. These organizations may be queried for references. Please provide the name of the organization, address, contact name, phone number, email and brief description of the project (including year completed and final cost) 3. Financial Capability Financial Statement -In order to establish the financial capability of your organization, please attach a copy of the most recent annual financial statement for your organization. Statement must be no later than 1 year from proposal due date. Liens and Judgments- Are there any liens against property owned by your organization or existing legal suits (pending) that may potentially impact your firm’s capability for carrying out the required services of this RFP/RFQ? If yes, please list and explain any past or presently pending liens, judgments or suits against property owned by your organization that may potentially affect your organizations capability for carrying out the required services of this RFQ. 4. Description of firm's proposed technical approach to the project 5. Project Schedule for Phase 1 – Site Selection Prepare a detailed monthly schedule with milestones for Phase 1 of the Project. Prepare a description of firm's current workload and firm's capacity to meet the proposed work schedule. A proposal which addresses the technical criteria and tasks as listed in scope of services. Provide a concise narrative of proposed services and “deliverables” associated with each task. Provide a proposed work plan for successfully completing each task. Show your proposed schedule for completing identified deliverables. Following the completion of Phase 1, the District will negotiation a specific scope and budget for Phase 2 with the selected consultant team. 6. Description of firm’s proposed project organization and personnel, with their qualifications and professional licenses if applicable – Phase 1 (Site Selection Study) and Phase 2 (Preliminary Engineering and CEQA/NEPA Document) Names, description of work to be performed by the subcontractor, and description of subcontractor's qualifications. Identify the Project Manager and all key personnel who will manage and operate the services including resumes, relevant experience and at least two references for each. Identified key individuals must be available for interview by YCTD staff, if desired. 7. Description of firm’s QA/QC plan 8. Reporting/Record Keeping - Please describe the record keeping capabilities of your firm as they relate to the reporting/record keeping requirements listed in Attachment E. 9. Additional Information (optional)

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Provide or describe any additional information that you believe may be relevant to the evaluation of your organization's qualifications. You need not use this area unless you feel it is necessary. 10. Cost Estimate – Phase 1 Request for Proposal – Site Selection Study (Separate Sealed Envelope) In a sealed envelope marked “Cost Proposal for RFP/RFQ - Woodland Transit Center, RFP/RFQ-Site Selection/Preliminary Engineering/CEQA/NEPA Documents” and plainly endorsed with Proposer’s name and address, a cost proposal using the following format. Subconsultant cost shall be submitted in the Prime Proposer’s cost proposal. The sealed envelope for the top ranked firm will be opened after the committee ranking. Following the completion of Phase 1, the District will negotiation a specific scope and budget for Phase 2 with the selected consultant team. RFP/RFQ SELECTION AND AWARD PROCESS This procurement will follow the qualifications-based competitive proposal procedures of the Brooks Act. As such, price will be excluded as an evaluation factor and proposer’s qualifications will be evaluated/ scored based on criteria outlined below. The budget adopted for this project for the Site Selection Study is $162,500 and the budget for preliminary engineering and environmental review is $187,500. Maximum Pages of Proposal The proposal shall not exceed 50 pages, not including attachments or appendices. Attachments and appendices should be directly related to the proposed project. Evaluation committee An evaluation committee will consist of members who have been selected because of their special expertise and knowledge of the service(s) and/or product(s) that are the subject of this RFP/RFQ. Proposers may not contact members of the evaluation committee. Preliminary evaluation The proposals will be initially reviewed to determine if mandatory requirements are met. Failure to meet mandatory requirements can result in the proposal being rejected. In the event that all proposers do not meet one or more of the requirements, the evaluation committee reserves the right to continue the evaluation of the proposals, which most closely meet the mandatory requirements of this RFQ. Right to reject proposals The District reserves the right to reject any and all proposals at any time throughout the RFP/RFQ process. At the completion of Phase 1, the District reserves the right to solicit a new scope and budget for Phase 2. Proposal scoring Accepted proposals will be reviewed by an evaluation committee and scored against the stated criteria. The evaluation committee's scoring will be tabulated and proposals ranked based on the numerical scores received. Additional factors for proposal consideration Based on the evaluation of the written proposal, the evaluation committee may require additional information from the top-scoring proposers to clarify or confirm proposal information. Additional information obtained may be of any or all of the following; proposer interviews, reference reviews, proposer presentation/demonstration, on-site visits of proposer designed facilities. The evaluation committee will make every reasonable attempt for scheduling interviews or site visits at a time and location that is agreeable to the proposer. Failure of a proposer to fulfill or accommodate additional information requests from the evaluation committee may result in rejection of that proposer's proposal. Final Evaluation The evaluation committee will review their evaluations and make adjustments to the requirements scores based on the information obtained in the interview/presentation, demonstration, possible reference checks, and any other pertinent proposer information.

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Evaluation Criteria This procurement will follow the qualifications-based competitive proposal procedures of the Brooks Act. As such, price will be excluded as an evaluation factor and proposer’s qualifications will be evaluated/ scored based on the criteria: The proposals will be scored using the following weighted criteria. A total of 200 points is possible:

Key Personnel/Capacity: - The extent to which the firm has the personnel, equipment, capacity and facilities with the necessary experience and training to perform the work.

Past Performance: - The extent to which the firm has demonstrated competence in performing similar work and/or the extent of former client satisfaction

Proposal/Technical Criteria: - The extent to which the firm’s proposal addresses the key technical areas of importance and tasks as listed in the scope of services and demonstrates a thorough understanding of the scope of the undertaking.

Design: - The extent to which the proposer’s past designs have fit into the aesthetics of the surrounding buildings and/or landscape.

DBE Participation: Pass/Fail - The extent to which the firm has utilized DBE firms as sub consultants. Proposals should specify what percent of project dollars will be provided to DBE firms.

Interviews/presentations Top-scoring (short-listed) proposers, based on the evaluation of the written proposal, may be required to have interviews/presentations to support and clarify their proposals, if requested by the District, the District will make every reasonable attempt to schedule each interview/presentation at a time and location that is agreeable to the proposer. Failure of a proposer to complete a scheduled interview/presentation to the District may result in rejection of that proposer's proposal. The deadline for asking questions regarding this RFP/RFQ is October 27, 2017. Final evaluation Upon completion of any interviews and/or presentations by proposers, the District’s evaluation team will review their evaluations and make adjustments to the requirements scores based on the information obtained in the interview and/or presentation, possible reference checks, and any other pertinent proposer information. Negotiations and Award Process Negotiations will be conducted with only the most qualified (highest ranking responsive and responsible) proposer. Failing an agreement on price, negotiations with the next most qualified proposer will be conducted until a contract award can be made to the most qualified proposer whose price is fair and reasonable to the District. The District reserves the right to negotiate the terms of the contract, including the award amount, with the selected proposer prior to entering into a contract. Any component of the price, except the indirect cost rate, may be negotiated. In negotiating a contract price, the District must (as a general rule) accept undisputed audits that have been conducted by any Federal or State agency of the consultant’s indirect cost rate if the audit report has been developed in accordance with the cost principles contained in the FAR Part 31. If a proposer has not been audited by any Federal or State government agency, the District will conduct an audit. The District may not require or impose a cap or ceiling on an A&E consultant’s overhead rates even if the consultant agrees to such a cap by contract. In addition, the District may not negotiate an overhead rate that is fixed for the entire contract, or for any particular fiscal year, and not subject to adjustment based on an audit of actual costs incurred. The District may, however, use provisional billing rates where a billing rate is established for a particular contract period and is subject to adjustment based on an audit of actual costs incurred for that period. Notification of intent to award All respondents who respond to this RFP/RFQ will be notified in writing of the intent to award a contract(s) as a result of selection process described in this RFP/RFQ. After notification of the intent to award is made, under the supervision of agency staff, copies of proposals will be available for public inspection. Proposers should make appointments to ensure that space and time are available for the review. Contact the Purchasing Agent managing this RFP/RFQ process.

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Agreement for Professional Services The firm selected by YCTD to provide the services outlined in this RFP will be required to execute an Agreement for Professional Services with YCTD. A draft of the general form of this Agreement is attached hereto so that Proposers will have an opportunity to review the terms and conditions that will be included in the final contractual agreement. If a Proposer desires any additions, deletions or modifications to the form of Agreement, they must be submitted with the proposal. With the exception of any such additions, deletions, and modifications, the Proposer will, by making a proposal, be deemed to have accepted the form of Agreement. No requests for modifications will be accepted unless such requests were submitted with the proposal. In particular, Proposers are directed to review the indemnification and insurance requirements set forth in Sections 9 and 10 of the sample Agreement for Professional Services. Disadvantaged Business Enterprises YCTD, as a recipient of federal financial assistance from the Federal Transit Administration (FTA) is committed to and has adopted a DBE Program in accordance with federal Regulations 49 CFR Part 26 issued by the U.S. Department of Transportation (DOT). The DBE Goal of the District is 0.13%. It is YCTD’s policy to ensure nondiscrimination in the award and administration of all contracts and to create a level playing field on which Disadvantaged Business Enterprises (DBE’s) can compete fairly for contracts and subcontracts relating to YCTD’s construction, procurement and professional services activities. To this end, YCTD has developed procedures to remove barriers to DBE participation in the proposal and award process and to assist DBE’s to develop and compete successfully outside of the DBE Program. In connection with the performance of this contract, the Contractor will cooperate with YCTD in meeting these commitments and objectives. The Contractor is required to make the following assurance in its agreement with YCTD and to include this assurance in any agreements it makes with subcontractors in the performance of this contract: The Contractor (and any subcontractors) shall not discriminate on the basis of race, color, national origin or sex in the performance of this contract. The Contractor (and any subcontractors) shall carry out applicable requirements of YCTD’s DBE Program. Failure by the Contractor (and any subcontractors) 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 YCTD deems appropriate. By submitting a proposal, the Contractor is deemed to have made the foregoing assurance and to be bound by its terms. YCTD reserves the right to request additional information regarding DBE participation in this Contract. A completed and signed List of Prime Contractor and Subcontractors/Suppliers form must be submitted with the proposal. This form includes information about the Proposer and all subcontractors/suppliers that provided a bid, quote or proposal for this contract. Any Proposer who would like additional information regarding DBE participation on this contract or YCTD's DBE Program may contact Mike Luken, Deputy Director of Operations, Planning and Special Projects, at 350 Industrial Way, Woodland, California 95776, (530) 402-2830. Protest Procedures YCTD’s Executive Director shall make every effort to award contracts in compliance, with state, Federal and local regulation. Bidders who feel that a contract has been or may be, awarded improperly shall have the right to protest the specifications and/or contract award in compliance with applicable local state and Federal regulations. Filing a Protest - Protests dealing with restrictive specifications or alleged improprieties in

the solicitation must be filed no later than five (5) working days prior to bid opening or closing date for receipt of proposals. Any other protest must be filed no later than five (5) working days after award of contract. Protests shall be in writing and addressed to the Executive Director. The protest shall contain a statement describing the reasons for the

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protest and any supporting documentation. Additional materials in support of the initial protest will only be considered if filed within the time limit specified in paragraph 9.1. The protest shall indicate the ruling or relief desired from YCTD.

Confidentiality Materials submitted by a protester would not be withheld from any interested party, except to the extent that the withholding of information is permitted or required by law or regulation. If the protest contains proprietary material, a statement advising of this fact may be affixed to the front page of the protest document and the alleged proprietary information must be so identified wherever it appears. Withholding of Award When a protest is filed before opening of bids or proposals, the bids or proposals will not be opened prior to resolution of the protest, and when the protest is filed before award, the award will not be made prior to resolution of the protest, unless YCTD determines that: 1. Items to be procured are urgently needed, or delivery or performance will be unduly

delayed by failure to make award promptly; or 2. Failure to make award will cause undue harm to YCTD. In the event an award is to be made while a protest is pending, the Federal Transit Administration shall be notified if Federal funding is involved. Processing the Protest 1. YCTD shall respond to the protestor within five (5) working days of receiving the protest.

A conference on the merits of the protest may be held with the protester. 2. Any additional information required by YCTD from the protester shall be submitted as

expeditiously as possible, but no later than three (3) days after receipt of such request.

Notification YCTD shall notify the protester of its decision no later than ten (10) days following receipt of all relevant information. Appeal If a protester is not satisfied with the decision made by YCTD, and Federal funds are involved, the protester may file protest with the Federal Transit Administration. Review by FTA will be limited to: 1. Violation of Federal law or regulations. 2. Violation of YCTD’s protests procedures described herein, or failure by YCTD to review

protest. Protests must be filed with FTA (with a concurrent copy to YCTD) within five (5) days after YCTD renders a final decision, or five (5) days after the protester knows, or has reason to know, that YCTD failed to render a final decision. After five (5) days, YCTD will confirm with FTA that FTA has not received protest on the contract in question. Said protests should be submitted to:

FTA Region 9 Office San Francisco Federal Building 90, 7th Street, Suite 15-300 San Francisco, CA 94103

Circular 4220.1F, as amended is available for review at YCTD offices; at the following web address: https://www.transit.dot.gov/regulations-and-guidance/fta-circulars/third-party-contracting-guidance A copy may be obtained from FTA at the address above. YCTD shall not be responsible for any protests not filed in a timely manner with FTA. Failure to comply with any of the requirements set forth in YCTD’s written Protest procedures may result in rejection of the protest.

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Confidentiality of Proposals The California Public Records Act (California Government Code Sections 6250 et seq.) mandates public access to government records. Therefore, unless the information is exempt from disclosure by law, the content of any request for explanation, exception or substitution, response to these specifications, protest or any other written communication between YCTD and the Proposer shall be available to the public. If the Proposer believes any communication contains trade secrets or other proprietary information that the Proposer believes would cause substantial injury to the Proposer’s competitive position if disclosed, the Proposer shall request that YCTD withhold from disclosure the proprietary information by marking each page containing such proprietary information as confidential. The Proposer may not designate its entire proposal or bid as confidential. Additionally, Proposer may not designate its cost proposal or any required bid forms or certifications as confidential. If Proposer requests that YCTD withhold from disclosure information identified as confidential, and YCTD complies with the Proposer’s request, Proposer shall assume all responsibility for any challenges resulting from the non- disclosure, indemnify and hold harmless YCTD from and against all damages (including but not limited to attorneys’ fees that may be awarded to the party requesting the Proposer information), and pay any and all costs and expenses related to the withholding of Proposer information. Proposer shall not make a claim, sue or maintain any legal action against YCTD or its directors, officers, employees or agents in connection with the withholding from disclosure of Proposer information. If Proposer does not request that YCTD withhold from disclosure information identified as confidential, YCTD shall have no obligation to withhold the information from disclosure and may release the information sought without any liability to YCTD. Tentative Schedule The tentative schedule of significant events relating to this project is provided below. YCTD reserves the right to modify this schedule and any specific time-of-day deadlines as discussed in the following section.

Release RFP August 28, 2017 Deadline for submitting questions and/or comments to YCTD October 27, 2017 Non-Mandatory Pre-proposal Conference October 18, 2017 (10:00AM/YCTD Offices) Response to questions On-Going FAQ at www.yolobus.com/news Final Response to Questions,October 30,2017 Proposals due, evaluations begin November 1, 2017, 2PM PST (Firm Date) Initial evaluation of proposals completed November 15, 2017 Optional Interviews with firms within a competitive range, (if held) Week of December 4, 2017 BAFOS (if requested) submitted Week of December 11, 2017 Selection by YCTD Board of Directors January 15, 2018 Contractor starts service January 16, 2018

These tentative dates, including service start-up, are subject to change at the sole discretion of YCTD.

Antitrust Claims The Proposer’s attention is directed to California Government Code Section 4552, which shall be applicable to the Proposer and its sub-proposers: In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights,

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title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from the purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder. Non-Collusion Certification By submitting a proposal, a Proposer represents and warrants that such proposal is genuine and not a sham or collusive or made in the interest or on behalf of any person not herein named, and that Proposer has not, directly or indirectly, induced or solicited any other Proposer to put in a sham bid, or any other person, firm or corporation to refrain from proposing, and that the Proposer has not in any manner sought by collusion to secure to the Proposer an advantage over any other Proposer. Penalty For Collusion- If at any time it shall be found that the person, firm or corporation to whom a contract has been awarded has, in presenting any proposal, colluded with any other parties, then the contract so awarded shall be null and void; and the CONTRACTOR shall be liable to YCTD for all loss or damage which YCTD may suffer thereby; and the Board of Directors may advertise for a new contract for said labor, supplies, materials, equipment or services. Conflict Of Interest Contractor represents and warrants that it presently has no interest and agrees that it will not acquire any interest which would present a conflict of interest under California Government Code §§ 1090 et seq. or §§ 87100 et seq. during the performance of services under this Agreement. Contractor further covenants that it will not knowingly employ any person having such an interest in the performance of this Agreement. Violation of this provision may result in this Agreement being deemed void and unenforceable. Depending on the nature of the work performed, Contractor may be required to publicly disclose financial interests under YCTD’s Conflict of Interest Code. Contractor agrees to promptly submit a Statement of Economic Interest on the form provided by YCTD upon receipt. No member, officer or employee of the YCTD or of any of its member jurisdictions during his/her tenure of office, or for one year thereafter, shall have any interest, direct or indirect, in this contract or the proceeds therefrom. Levine Act The Levine Act (Government Code 84308) is part of the Fair Political Practices Act that applies to elected officials who serve on appointed Boards such as the District. The Levine Act prohibits any YCTD Board Member from participating in or influencing the decision on awarding a Contract with YCTD to anyone who has contributed $250.00 or more to the Board Member within the previous twelve months. The Levine Act also requires a member of the YCTD Board who has received such a contribution to disclose the contribution on the record of the proceeding. In addition, YCTD Board members are prohibited from soliciting or accepting a contribution from a party applying for a Contract while the matter of awarding the Contract is pending before YCTD or for three months following the date a final decision concerning the Contract has been made. Proposers must disclose on the record any contribution of $250.00 or more that they have made to a YCTD Board Member within the twelve-month period preceding submission of your Proposal. This duty applies to your company, any member of your team, any agents for you or other team members and to the major shareholders of any closed corporation that is part of your team. If you have made a contribution that needs to be disclosed, you must include this information with your Proposal.

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APPENDIX

See Woodland Transit Plan –

http://yolobus.com/news/projectsplanning.php

See Woodland General Plan -

http://cityofwoodland.org/gov/depts/cd/divisions/planning/generalplan/default.asp c

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21

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TO BE SUBMITTED IN A SEPARATE SEALED ENVELOPE COST PROPOSAL – PRIME CONSULTANT RFP Prime Consultant __________________________________________ Date _____________

Position Name Range Hours Rate Total Subtotal Direct Labor Anticipated Salary Increases Total Unburdened Labor Costs Fringe Benefits Rate _____% of Unburdened Labor Indirect Overhead Rate _____% of Unburdened Labor Indirect-General/Administrative

Rate _____% of Unburdened Labor

Total Indirect Costs

(1) Total Prime Labor Costs

(2) Prime Consultant Fee (Profit)

Equipment & Supplies

Travel Costs

Other Direct Costs

(3)Total Prime Consultant Other Direct Costs

Total Prime Consultant Costs (1+2+3)

Total Indirect Costs Total Prime Consultant Costs Subconsultant 1 Cost Subconsultant 2 Cost Subconsultant 3 Cost Subconsultant 4 Cost Total Cost

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TO BE SUBMITTED IN A SEPARATE SEALED ENVELOPE COST PROPOSAL – SUBCONSULTANT RFP Subconsultant __________________________________________ Date _____________

Position Name Range Hours Rate Total Subtotal Direct Labor Anticipated Salary Increases Total Unburdened Labor Cost Fringe Benefits Indirect Overhead Indirect-General/Administrative

Total Indirect Costs

(1) Total Sub Labor Costs

(2) Subconsultant Fee (Profit)

Equipment & Supplies

Travel Costs

Other Direct Costs

(3)Total Subconsultant Other Direct Costs

Total Subconsultant Costs (1+2+3)

Total Indirect Costs Total Subconsultant Cost

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Sample YCTD Agreement

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DRAFT AGREEMENT FOR PROFESSIONAL SERVICES

Agreement No. 2017-________

THIS AGREEMENT is made as of the _____ day of ________________, 2017, by and between YOLO

COUNTY TRANSPORTATION DISTRICT (YCTD, a political subdivision of the State of California)

and _____________________, (“CONTRACTOR”).

WHEREAS, YCTD desires to obtain professional services in connection with Printing Services and has

issued a Request for Proposals dated March 27, 2017, a copy of which is attached and incorporated as

Exhibit A; and

WHEREAS, the CONTRACTOR desires to furnish such services and submitted a written proposal dated

____________, 2017 a copy of which is attached and incorporated as Exhibit C (“Proposal Form”), as

well as a list of prime and subcontractors, attached and incorporated as Exhibit D.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. RENDITION OF SERVICES The CONTRACTOR agrees to provide professional services to YCTD in accordance with the

terms and conditions of this Agreement.

2. SCOPE OF SERVICES The scope of the CONTRACTOR’s services shall consist of the services set forth in Attachment I

to Exhibit A (RFP), as supplemented by Exhibit C (“Proposal Form”), except when inconsistent

with Exhibit A.

3. TERM CONTRACTOR shall perform the services under this Agreement for a two-year term,

commencing upon the effective date specified in a written Notice to Proceed from YCTD, unless

the Agreement is terminated sooner pursuant to Section 17. In the event that YCTD desires to

exercise its option(s) to extend the agreement, it will provide ninety (90) days’ notice to the

Contractor prior to the end of the expiration of the base of option term.

4. OWNERSHIP OF WORK All reports, designs, drawings, plans, specifications, analyses, charts, tables, schedules and all

other materials prepared, or in the process of being prepared, for the services to be performed by

CONTRACTOR shall be and are the property of YCTD. YCTD shall be entitled to access and to

copies of these materials during the progress of the work. Any such materials remaining in the

hands of the CONTRACTOR or in the hands of any subcontractor upon completion or

termination of the work shall be immediately delivered to YCTD. If any materials are lost,

damaged or destroyed before final delivery to YCTD, the CONTRACTOR shall replace them at

its own expense and the CONTRACTOR assumes all risks of loss, damage or destruction of or to

such materials.

5. CONFIDENTIALITY Any YCTD materials to which the CONTRACTOR has access or materials prepared by the

CONTRACTOR during the course of this Agreement ("confidential information") shall be held in

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confidence by the CONTRACTOR, who shall exercise all reasonable precautions to prevent the

disclosure of confidential information to anyone except the officers, employees and agents of the

CONTRACTOR as necessary to accomplish the rendition of services set forth in Section 2 of this

Agreement.

CONTRACTOR shall not release any reports, information or promotional materials prepared in

connection with this Agreement, whether deemed confidential or not, to any third party without

the approval of YCTD’s Executive Director, or his/her designee.

6. KEY PERSONNEL It is understood and agreed by the parties that at all times during the term of this Agreement that

___________________ shall serve as the primary staff person of CONTRACTOR to undertake,

render and oversee all of the services under this Agreement.

7. USE OF SUBCONTRACTORS CONTRACTOR shall not subcontract any services to be performed by it under this Agreement

without the prior written approval of YCTD. CONTRACTOR shall be solely responsible for

reimbursing any subcontractors and YCTD shall have no obligation to them.

8. CHANGES YCTD may, at any time, by written order, make changes within the scope of work and services

described in this Agreement. If such changes cause an increase in the budgeted cost of or the

time required for performance of the agreed upon work, an equitable adjustment as mutually

agreed shall be made in the limit on compensation as set forth in Section 11 and as discussed in

Exhibit A. In the event that CONTRACTOR encounters any unanticipated conditions or

contingencies that may affect the scope of work or services, schedule, or the amount of

compensation specified herein, CONTRACTOR shall so advise YCTD immediately upon notice

of such condition or contingency. The written notice shall explain the circumstances giving rise

to the unforeseen condition or contingency and shall set forth the proposed adjustment in

schedule or compensation. This notice shall be given to YCTD prior to the time that

CONTRACTOR performs work or services related to any proposed adjustment. The pertinent

changes shall be expressed in a written supplement to this Agreement prior to implementation of

such changes.

9. RESPONSIBILITY; INDEMNIFICATION CONTRACTOR represents and warrants that it has the rights to use any content or materials

(including, without limitation, text, logos, names, marks, photos, drawings, images, and

likenesses) that it incorporates in its advertising materials under this Agreement.

CONTRACTOR agrees to indemnify, defend, and hold harmless YCTD and its directors,

officers, attorneys, employees and agents from any and all third party suits, claims or actions

arising out of any injury to persons or property that may occur, or that may be alleged to have

occurred, arising from the performance of this Agreement by the CONTRACTOR or its

employees, subcontractors or agents, including without limitation, actions based on false

advertising, copyright, trademark, defamation, right to privacy, and right to publicity, based upon

the nature or content of any advertising material provided under this Agreement.

CONTRACTOR shall, at its own expense, defend any and all such actions and shall, at its own

expense, pay all charges of attorneys and all costs and other expenses arising therefrom or

incurred in connection therewith, and if any judgment shall be rendered against YCTD in any

such action, CONTRACTOR shall, at its own expense, satisfy and discharge the same. This

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indemnification shall survive termination or expiration of the Agreement.

10. INSURANCE A. TYPES OF INSURANCE

1. Workers' Compensation

If CONTRACTOR employs any person to perform work in connection with this

Agreement, CONTRACTOR shall procure and maintain at all times during the

performance of such work Workers' Compensation Insurance in conformance

with the laws of the State of California and Federal laws where applicable.

Employers' Liability Insurance shall not be less than Two Million Dollars

($2,000,000) per accident or occurrence. Prior to commencement of work under

this Agreement by any such employee, CONTRACTOR shall deliver to YCTD a

Certificate of Insurance that shall stipulate that 30 days' advance written notice of

cancellation, non-renewal or reduction in limits shall be given to YCTD.

The policy shall contain a waiver of subrogation in favor of the YCTD and its

officers, directors, employees, volunteers, and agents, while acting in such

capacity, and their successors and assignees, as they now or as they may

hereafter be constituted, singly, jointly, or severally.

2. Commercial General and Automobile Liability Insurance

a. Commercial General Liability Insurance

CONTRACTOR shall, at its own cost and expense, also procure and

maintain Commercial General Liability insurance providing bodily

injury and property damage coverage with a combined single limit of at

least $2 million each occurrence or claim and a general aggregate limit of

at least $2 million. This insurance shall include but not be limited to

premises and operations; contractual liability covering the indemnity

provisions contained in this Agreement; personal injury; products and

completed operations, advertising injury liability, and broad form

property damage.

b. Automobile Liability

CONTRACTOR shall, at its own cost and expense, procure and maintain

Automobile Liability insurance providing bodily injury and property

damage with a combined single limit of at least $2 million per

occurrence for all owned, non-owned and hired automobiles. This

insurance shall provide contractual liability covering all motor vehicles

and mobile equipment to the extent coverage may be excluded from

general liability insurance.

c. Certificate of Insurance

Prior to commencing work or entering onto the property,

CONTRACTOR shall file a Certificate of Insurance with YCTD

evidencing the foregoing coverages, including the following

endorsements:

i. The insurance company(ies) issuing such policy(ies) shall give written notice to YCTD of any material alteration, or

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reduction in aggregate limits, if such limits apply, and provide at least thirty (30) days' notice of cancellation.

ii. That the policy(ies) is Primary Insurance and the insurance company(ies) providing such policy(ies) shall be liable thereunder for the full amount of any loss or claim which CONTRACTOR is liable for under this Section, up to and including the total limit of liability, without right of contribution from any other insurance effected or which may be effected by YCTD.

iii. Such insurance shall include as additional insured the YCTD and its respective directors, officers, employees and agents while acting in such capacity, and their successors or assignees, as they now or as they may hereafter be constituted, singly, jointly or severally. Inclusion of YCTD as additional named insured shall not in any way affect its rights either as respects any claim, demand, suit or judgment made, brought or recovered against the CONTRACTOR. Said policy shall protect CONTRACTOR and YCTD in the same manner as though a separate policy had been issued to each, but nothing in said policy shall operate to increase the insurance company's liability as set forth in its policy beyond the amount or amounts shown or to which the insurance company would have been liable if only one interest had been named as an insured.

3. Professional Liability Insurance

CONTRACTOR shall also maintain Professional Liability Insurance covering

CONTRACTOR’s performance under this Agreement with a limit of liability of

One Million Dollars ($1,000,000) for any one claim. This insurance shall be

applicable to claims arising from the work performed under this Agreement.

Prior to commencing work under this Agreement, CONTRACTOR shall furnish

to YCTD a Certificate of Insurance or certified copy of the insurance policy if

requested, indicating compliance with the requirements of this paragraph. This

certificate or policy shall further stipulate that thirty (30) days advance written

notice of cancellation, non-renewal or reduction in limits shall be given to

YCTD.

B. GENERAL CONDITIONS 1. Acceptable Insurance

All policies will be issued by insurers acceptable to YCTD. This insurance shall be

issued by an insurance company or companies authorized to do business in the State

of California with minimum “Best’s” rating of B+ and with minimum policyholder

surplus of $25,000,000. All policies shall be issued in a form satisfactory to the

Executive Director, or his/her designee of YCTD and shall be issued specifically as

primary insurance.

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2. Claims-Made Insurance

If any insurance specified above shall be provided on a claims-made basis, then in

addition to coverage requirements above, such policy shall provide that:

a. Policy retroactive date coincides with or precedes the CONTRACTOR’s start of

work (including subsequent policies purchased as renewals or replacements).

b. CONTRACTOR will make every effort to maintain similar insurance for at least

three years following project completion, including the requirement of adding all

additional insureds.

c. If insurance is terminated for any reason, CONTRACTOR agrees to purchase an

extended reporting provision of at least two years to report claims arising from

work performed in connection with this Agreement.

d. Policy allows for reporting of circumstances or incidents that might give rise to

future claims.

3. Failure to Procure or Maintain Insurance

The failure to procure or maintain required insurance and/or an adequately funded

self-insurance program will constitute a material breach of the agreement.

4. Terms of Policies

All insurance specified above shall remain in force until all work to be performed is

satisfactorily completed. If the insurance is provided on a claims-made basis, it shall

remain in force in accordance with section 10.B.2 above.

5. Evidence of Insurance

YCTD reserves the right to request a certified duplicate original of all policies

required under this section.

11. NON DISCRIMINATION CONTRACTOR (and any subcontractors) shall not discriminate on the basis of race, color,

national origin or sex in the performance of this contract. CONTRACTOR (and any

subcontractors) shall carry out applicable requirements of 49 CFR Part 26 in the award and

administration of DOT-assisted contracts. Failure by CONTRACTOR (and any subcontractors)

to carry out these requirements is a material breach of this Agreement, which may result in the

termination of this Agreement or such other remedy as YCTD deems appropriate.

12. EQUAL EMPLOYMENT OPPORTUNITY In connection with the performance of this Agreement, CONTRACTOR shall not discriminate

against any employee or applicant for employment, because of race, religion, color, sex, disability

or national origin. CONTRACTOR shall take affirmative actions to ensure that applicants are

employed, and that employees are treated during their employment, without regard to their race,

religion, color, sex, disability or national origin. Such actions shall include, but not be limited to,

the following: employment, upgrading, demotion or transfer recruitment or recruitment

advertising, layoff or termination, rates of pay or other forms of compensation; and selection for

training, including apprenticeship. CONTRACTOR further agrees to insert a similar provision in

all subcontracts, except subcontracts for standard commercial supplies or raw materials.

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13. CONTRACTOR'S STATUS Neither the CONTRACTOR nor any party contracting with the CONTRACTOR shall be deemed

to be an agent or employee of YCTD. The CONTRACTOR is and shall be an independent

contractor, and the legal relationship of any person performing services for the CONTRACTOR

shall be one solely between that person and the CONTRACTOR.

14. ASSIGNMENT CONTRACTOR shall not assign any of its rights nor transfer any of its obligations under this

Agreement without the prior written consent of YCTD.

15. YCTD WARRANTIES YCTD makes no warranties, representations or agreements, either express or implied, beyond

such as are explicitly stated in this Agreement.

16. YCTD REPRESENTATIVE Except when approval or other action is required to be given or taken by the YCTD Board of

Directors, the Executive Director, or such person or persons as he shall designate in writing from

time to time, shall represent and act for YCTD.

17. TERMINATION A. FOR CAUSE

In addition to any other termination rights contained in this Agreement, YCTD shall have

the right, upon written notice to CONTRACTOR, to terminate this Agreement any time

after the occurrence of any one or more of the following events:

1. CONTRACTOR fails to comply with any covenant or condition of this Agreement, and fails to correct such default within ten (10) days after YCTD sends a written notice of default to the CONTRACTOR.

2. CONTRACTOR becomes insolvent or enters any bankruptcy or insolvency proceedings during the term of this Agreement, all monies accruing to YCTD under the terms of the Agreement for the entire unexpired term of this Agreement shall be accelerated and become immediately due and owing YCTD from CONTRACTOR.

3. CONTRACTOR abandons or discontinues operations hereunder.

4. CONTRACTOR becomes permanently deprived of the rights, powers and privileges necessary for the proper conduct and operations of the bus advertising program specified in this Agreement.

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B. FOR CONVENIENCE YCTD shall have the right to terminate this Agreement at any time and for any reason by

giving thirty (30) days written notice to the CONTRACTOR.

C. AFTER TERMINATION FOR CAUSE OR CONVENIENCE Upon receipt of a termination notice, the CONTRACTOR shall not commit itself to any

additional, new or extended printing services and if YCTD does not elect to take over the

printing services as described below, CONTRACTOR shall terminate its printing services

for YCTD.

In the alternative, YCTD may elect, and so advise the CONTRACTOR in the notice of

termination of the Agreement, that YCTD will take over and maintain the printing services

in effect under this Agreement. In such a case the CONTRACTOR will provide, on or before

termination date, copies of all print files in effect at the time of termination and for the

preceding twelve (12) month period and agrees to assign same to YCTD. YCTD shall have

the right to reject or accept, and turn over to CONTRACTOR’s successor if any, the

assignment of any contract CONTRACTOR may have with YCTD printing services.

CONTRACTOR further agrees to cooperate fully with YCTD in the orderly transfer of

business to CONTRACTOR’s successor.

YCTD shall not in any manner be liable for the CONTRACTOR’s actual or projected lost

profits had the CONTRACTOR completed the services required by this Agreement.

18. WAIVER The waiver by any party of a breach of this Agreement shall not constitute a continuing waiver or

a waiver of any subsequent breach, either of the same or different provisions of this Agreement.

19. NOTICES All communications relating to the day-to-day activities of the project shall be exchanged

between YCTD’s Executive Director, or his/her designee or designee and the CONTRACTOR’s

representative.

All other notices and communications regarding interpretation of the terms of this contract and

changes thereto shall be given to the other party in writing and may be given by personal delivery

to a representative of the parties or by mailing the same postage prepaid, addressed as follows:

If to YCTD: Yolo County Transportation District

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Attn: Executive Director, or his/her designee

350 Industrial Way

Woodland, CA 95776

If to the CONTRACTOR: ___________________________

Attn:_______________________

___________________________

___________________________

The address to which mailings may be made may be changed from time to time by notice mailed

as described above. Any notice given by mail shall be deemed given on the day after that on

which it is deposited in the United States Mail as provided above.

20. ATTORNEYS' FEES If any legal proceeding should be instituted by either of the parties to enforce the terms of this

Agreement or to determine the rights of the parties under this Agreement, the prevailing party in

said proceeding shall recover, in addition to all court costs, reasonable attorneys' fees.

21. APPLICABLE LAW This Agreement, its interpretation and all work performed under it shall be governed by the laws

of the State of California.

22. BINDING ON SUCCESSORS All of the terms, provisions and conditions of this Agreement shall be binding upon and inure to

the benefit of the parties and their respective successors, assigns and legal representatives.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized

officers as of the day and year first above written.

YCTD:

YOLO COUNTY TRANSPORTATION

DISTRICT

CONTRACTOR:

By:

Title: Executive Director

By:

Title:

ATTEST:

By:

Secretary for YCTD

APPROVED AS TO FORM:

By:

Attorney for YCTD

*By:

Title:

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* If the CONTRACTOR is a Corporation, two officers of the corporations consisting of one from each of

the following categories must sign the agreement: 1) the President, Vice President or Board Chair and

2) the Secretary, Assistant Secretary, Chief Financial Officer or Assistant Treasurer. If only one officer

signs or an individual not specified above, the CONTRACTOR will submit satisfactory evidence that the

individual is authorized to sign for and bind the corporation

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PROPOSAL FORM: LOBBYING RESTRICTIONS CERTIFICATION

Project Title: Request for Proposal/Qualifications #2017-0X – Woodland Transit Center Site Selection/Preliminary Engineering/Environmental Review

The undersigned certifies, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering A-48 into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, 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 section 1352, title 31, U.S. Code. 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. Signature of Contractor's Authorized Official

Name and Title of Contractor's Authorized Official Date

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Other Federal Clauses

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