VVTA RFP 2015-02: Demand Response Dispatching Software

VICTOR VALLEY TRANSIT VVTA Representing the communities of Apple Valley, Adelanto, Hesperia,

Victorville and San Bernardino County

Request for Proposal

DEMAND-RESPONSE DISPATCHING SOFTWARE

RFP # 2015-02

January 20, 2015

PROPOSALS MUST BE RECEIVED NO LATER THAN 3:00 P.M., HESPERIA LOCAL TIME

Thursday, March 12, 2015 17150 Smoketree Street

Hesperia, CA 92345

VVTA RFP 2015-02 Page 2 of 26 Rev. 01/2015 DEMAND-RESPONSE DISPATCHING SOFTWARE

NOTICE INVITING BIDS 1. Purpose of the Procurement and Period of Performance

Victor Valley Transit Authority (VVTA) is seeking contractors to upgrade and deploy new ITS technology that must provide route and vehicle information in real-time via web interface. The primary purpose is to facilitate daily demand-response service with reporting capabilities. The Vehicle Tracking System shall include hardware/software components to be installed in up to 51 Demand Response and 6 Shuttle/Flex Route vehicles. 2. Proposal Due Date and Submittal Requirements Proposals must be received by 3:00 PM Pacific Standard Time (PST) on Thursday, March 12, 2015. 2.1. Sealed Proposals shall be delivered to the Contract Administrator at the following address:

Victor Valley Transit Authority Attn: Christine Plasting, CPPB, Senior Procurement Specialist 17150 Smoketree Street Hesperia, CA 92335-8305 (760) 948-4021 x 152 (760)948-1380 fax [email protected]

2.2. Envelopes or boxes containing Proposals shall be sealed and clearly labeled with VVTA’s Bid number and the solicitation title: VVTA RFP 15-02: DEMAND-RESPONSE DISPATCHING SOFTWARE. The Pricing Form shall be in a separate sealed envelope clearly marked “Pricing Form.” 2.3. Proposers are requested to submit to VVTA (1) one hard copy of the proposal marked “Original,” (3) three additional printed copies, each marked “Copy.” A Proposal is deemed to be late if it is received by VVTA after the deadline stated above. Proposals received after the submission deadline shall be returned, unopened to the Proposer. It is the Proposer’s sole responsibility to ensure that the Proposals are received by the date and time stated above. 3. Validity of Proposals. Proposals and subsequent offers shall be valid for a period of (120) one hundred and twenty days. An award may be made without further discussion. VVTA reserves the right to withdraw or cancel this RFP at any time without prior notice and VVTA makes no presentation that any contract will be awarded to a proposer responding to this RFP 4. Questions There will not be a Pre-Proposal Meeting for this solicitation, however, the deadline for questions is 5:00 PM (PST), Friday, February 27, 2015. Prospective Bidders are requested to submit written questions to the Contract administrator, identified above. Responses shall be shared with all prospective bidders by written addenda only. The successful Proposer will be required to comply with all applicable Equal Opportunity Laws and Regulations. Signed and Dated for Posting ______________________________________________________________________________ Debi Lorrah, Clerk of the Board


TABLE OF CONTENTS INSTRUCTIONS TO PROPOSERS…………………………………………………………… 4 A. TIMELINE ……….…………………………………………………………………………… 4 B. INTRODUCTION…………………………….……………………………………………… 4 C. BACKGROUND ………………………….……………………..…………………………… 5 D. BRIEF SUMMARY OF PROJECT AND SERVICES DESCRIPTION…..……...……… 5 E. MARTERIALS FURNISHED BY VVTA ………………………………………………….. 6 F. PRE-SUBMITTAL ACTIVITIES……………………………………………………………. 6 G. CONTRACT TYPE…...……………………………………………………………………… 7 H. PERIOD OF PERFORMANCE….…………………………………………………………. 7 I. EXAMINATION OF DOCUMENTS………………………………………………………… 8 J. REQUEST FOR CLARIFICATION/ APPROVED EQUALS ……….……………………. 8 K. DISADVANTAGED BUSINESS ENTERPRISE PARTICIPATION ..………………...… 8 L. VENDOR CONTACT……… ……..………………………………………………………… 10 M. OBTAINING PROPOSAL DOCUMENT………………………………………..……….… 11 N. INFORMED PROPOSER …………………………………………………………………… 11 O. CONFLICT OF INTEREST …..….…………………………………………………………. 11 P. PRE-CONTRACTUAL EXPENSES …………..……………………………………..…… 11 Q. JOINT PROPOSALS ……………………………………….………………………………. 12 R. TAXES……………………………………………....……………..…………………………. 12 S. SUBCONTRACTORS AND ASSIGNMENTS..…………………………………………… 12 T. SINGLE PROPOSAL PROCEDURE …………………………………………………..... 13 U. CANCELLATION OF PROCUREMENT………………….…………..…………………. 14 V. AVAILABILITY OF FUNDS ………………………….……………………………………. 14 W. VVTA’S RIGHTS …………....…………………………………………….…………….…. 14 X. CODE OF CONDUCT ………..…. …………………………………………….…………. 15 Y. ADDENDA ………………………………………..…………………………………………. 15 Z. WRITTEN QUESTIONS / CLARIFICATIONS……………..…………………………….. 15 AA. PROPOSAL INSTRUCTIONS …………………………………………………………… 15 BB. ACCEPTANCE OF PROPOSALS……………………………………………………...... 21 CC. PUBLIC RECORDS……………………………………………………………………….. 22 DD. EVALUATION CRITERIA………………………………………………………………... 22 EE. CONSULTANT SELECTION……………………………………………………………... 23 FF. NEGOTIATIONS AND AWARD…………………………………………………….…… 25 GG. AGREEMENT WITH FTA PROVISIONS………………………………………………. 25 HH. INCORPORATIONS OF ATTACHMENTS AND EXHIBITS………………………….. 25 ATTACHMENT A – SCOPE OF WORK ATTACHMENT B – REGULATORY REQUIREMENTS ATTACHMENT C – SAMPLE CONTRACT ATTACHMENT D – INSURANCE REQUIREMENTS ATTACHMENT E – PROTEST POLICY ATTACHMENT F – SUBMISSION OF FORMS ATTACHMENT G - REQUEST FOR PRE-OFFER CHANGE OR APPROVED EQUALS ATTACHMENT H – FORM FOR PROPOSAL DEVIATION ATTACHMENT I - ACKNOWLEDGEMENT OF ADDENDA ATTACHMENT J – LIST OF SUBCONTRACTORS


I. INSTRUCTIONS TO PROPOSERS A. PROPOSAL TIMELINE

Date of RFP: January 20, 2015

Agency: VICTOR VALLEY TRANSIT AUTHORITY

Address of Agency: 17150 SMOKETREE ST., HESPERIA, CA 92345-8305

Contracting Officer: Christine Plasting, CPPB, Senior Procurement Specialist

Telephone No: (760) 948-4021, Ext. 152

FAX No: (760) 948-1380

Email Address: [email protected]

Pre-proposal Conference (Non –Mandatory)

Not for this solicitation

Last Day for Questions

5:00 p.m. PST, Friday, February 27, 2015

Addenda and Answers to questions

2:00 p.m. PST, Thursday, March 5, 2015

Proposals Due Date

3:00 p.m. PST. Thursday, March 12, 2015

Tentative Date for Interviews 8:00 am – 5:00 pm, Wednesday, March 25, 2015

Anticipated Award Date

April 20, 2015

Contract Type Standard

Number of Contracts One

B. INTRODUCTION

Victor Valley Transit Authority (VVTA) is seeking contractors to upgrade and deploy new ITS technology that must provide route and vehicle information in real-time via web interface. The primary purpose is to facilitate daily demand-response service with reporting capabilities. The Vehicle Tracking System shall include hardware/software components to be installed in up to 51 (fifty-one) Demand Response and 6 (six) Shuttle/Flex Route vehicles.

This Request for Proposal (RFP) describes the Project, the required Scope of Services, the Contractor selection process and the minimum information that must


be included in the Proposal. Failure to submit information in accordance with the RFP requirements and procedures may be cause for disqualification.

The contract, if awarded, will be awarded without consideration of race, religion, color, age, sex, or national origin.

C. BACKGROUND

VVTA is a Joint Powers Authority that provides public transit bus service for the communities of Adelanto, Apple Valley, Hesperia, Victorville, Phelan, Wrightwood, Pinon Hills, Helendale Board of Directors with a city councilmember and county supervisor representative from each entity: City of Adelanto, Town of Apple Valley, City of Hesperia, City of Victorville and the County of San Bernardino, 1st and 2nd Districts. For information about VVTA and the services provided, feel free to visit VVTA’s website at http://www.VVTA.org.

The Victor Valley is located approximately 90 miles northeast of Los Angeles and 45 miles north of the San Bernardino valley. Over the past several decades, the Victor Valley has seen exponential growth, as families sought affordable housing within driving range of the employment markets in the greater Los Angeles basin. The Victor Valley is also a popular retirement area because of a large number of over 55 gated communities and affordable housing. VVTA Fixed Route buses provide over 1.3 million rides per year. VVTA provides approximately 150,000 rides per year for ADA passengers. There are a large number of late cancelations that cost VVTA over $200,000 per year. It is hoped that the proposed Demand-Response Dispatching Software system can reduce those losses by as much as 50%

D. BRIEF SUMMARY OF PROJECT AND SERVICES DESCRIPTION

1. General. VVTA, is seeking Proposals from qualified Firms to develop,

implement and maintain an Demand-Response Dispatching Software system for our ADA Paratransit riders and Fixed Route passenger route information, which will be installed at VVTA offices located at 17150 Smoketree Street, Hesperia, California, 92345. The services will include general management, ongoing support and coordination of the system to ensure proper implementation of new technologies, as well as System troubleshooting.

2. Services.

As more fully detailed in Attachment A: Scope of Services, VVTA is seeking to contract for system development services that will include, but not be limited to, the following: system administration, system design, development, testing, implementation, managing and configuring the system to be


compatible with VVTA’s network (if needed) and users, troubleshooting hardware/software, database servers (if proposed), integration of certain data fields and reports into Third party databases and software (the regional rideshare database under development and TransTrack system, optional tasks). Periodic on‐site visits to VVTA, as required, for installation or upgrading of equipment, training and special projects. Activities include not only development, testing and implementation, but also post implementation activities will include ongoing maintenance and program enhancements during the contract term. The proposed System must be available on a 24/7 basis during 99.9% of the time.

E. MATERIALS FURNISHED BY VVTA

All software, data, reports, surveys, drawings, and other documents furnished to the Consultant by VVTA for the Consultant's use in the performance of services shall be made available for use in performing the assignment and shall remain the sole property of VVTA. All such materials shall be returned to VVTA upon completion of services, termination of the Contract, or other such time as VVTA may determine.

F. PRE-SUBMITTAL ACTIVITIES

1. General. Proposers are cautioned not to discuss this RFP with any official, VVTA

Board Member, or VVTA employee, or VVTA’s operations’ contractor (Veolia/ Transdev), other than the staff identified herein. Neither Proposers, nor anyone representing the Proposer, are to discuss this RFP with any VVTA-engaged consultant or contractor for assistance in preparing a response to the RFP. Violation of this prohibition may result in disqualification of the Proposer.

2. Questions Concerning this RFP

All questions relating to the RFP must be received in writing via mail, e-mail (preferred), or hand-delivery, by no later than 5:00 p.m. Hesperia local time, on Friday, February 13, 2015, and addressed to the sole point of contact for this RFP process:

Subject: RFP #2015-02 Written Questions VVTA Attn: Christine Plasting, CPPB, Senior Procurement Specialist 17150 Smoketree Street, Hesperia, CA, 92345 E-mail: [email protected] VVTA will not entertain nor respond to questions via the phone. Responses to all questions received by the above format and deadline will be e-mailed to those firms who submit their interest to propose, identified in Section


F.3., below.

3. Intent to Propose.

All firms intending to submit a Proposal, whether they ultimately submit or not, must notify VVTA of their intent to propose. By complying with this VVTA requirement, VVTA will ensure that all interested firms are added to the VVTA list for future notifications of any addendums or changes t o t he RF P and Scope o f Se rv i ces . The Intent to Propose notification must be received by VVTA in writing via e-mail only, by no later than 5:00 p.m. Hesperia local time on Friday, February 13, 2015 , and addressed to:

Subject: RFP #2015-02 Intent to Propose VVTA Attn: Christine Plasting, CPPB, Senior Procurement Specialist 17150 Smoketree Street, Hesperia, CA, 92345-8305 Email: [email protected]

4. Pre-Proposal Meeting. There will NOT BE a Pre-Proposal Meeting in conjunction with this RFP.

5. Revision to this RFP.

VVTA reserves the right to revise the RFP prior to the date that Proposals are due. Revisions to the RFP shall be e-mailed as Addenda to those that comply with Section F.3., above. If you intend to propose and do not comply with Section F.3., above, then you will not be directly notified of possible Addenda to the RFP or other important notices regarding this RFP process from VVTA. Prospective Proposers are encouraged to promptly notify VVTA (via the contact in Section F.2., above) of any apparent major inconsistencies, problems or ambiguities in the Scope of Services and/or RFP.

G. CONTRACT TYPE

A Time and Materials Contract, with a not-to-exceed amount, if awarded, will be issued for the Project. Rates will be fixed for the term of this Contract. Any services provided by the Consultant, which are not specifically covered by the Contract, will not be reimbursed. For detailed contractual terms and conditions, refer to Attachment C, VVTA’s Standard Services.

H. PERIOD OF PERFORMANCE

The period of performance will initially be established for approximately (120) days,

until a negotiated time line for implementation is approved by VVTA.


I . EXAMINATION OF DOCUMENTS By submitting a proposal, the Proposer represents that it has thoroughly examined

and become familiar with the work required and the documents included under the RFP.

J. REQUEST FOR CLARIFICATION / APPROVED EQUALS

1. Whenever any material, product or service is specified or indicated in the contract documents by brand name, trade, patent, or proprietary name or by the name of the manufacturer, the item so specified or indicated shall be deemed to be followed by the words, “Or Equal.”

2. At any time during this procurement up to the time specified in the “Proposal

Schedule” (Section A), proposers may request, in writing, a clarification or interpretation of any aspect, or a change to any requirement of the RFP or any addendum to the RFP. Requests may include suggested substitutes for specified items and for any brand names. Whenever a brand name is used in this solicitation it shall mean the brand name or “approved equal.” Such written requests shall be made to the Contracting Officer and may be transmitted by facsimile or via email. The Proposer making the request shall be responsible for its proper delivery to VVTA per “Contracting Officer” (Section A) on the form provided in “Request for Pre-Offer Change or Approved Equal.” VVTA will not respond to oral requests. Any request for a change to any requirement of the Contract Documents must be fully supported with technical data, test results, or other pertinent information evidencing that the exception will result in a condition equal to or better than that required by the RFP, without substantial increase in cost or time requirements. Any responses to such written request shall be provided by VVTA in the form of addendum only. Only written responses provided as addendum shall be official and all other forms of communication with any officer, employee or agent of VVTA shall not be binding on VVTA.

3. VVTA, at its sole discretion, shall determine whether the substantiating data

demonstrates that an “approved equal” item(s) is equivalent in all respects to the item specified in the contract documents.

K. VVTA’S ANNUAL ANTICIPATED DISADVANTAGED BUSINESS

ENTERPRISE (DBE) PARTICIPATION LEVEL (AADPL) AND DISCRIMINATION POLICY APPLICABLE TO FEDERALLY FUNDED PROCUREMENTS

1. Proposers are advised that, as required by federal law,

VVTA has established an Annual Anticipated DBE Participation Level (AADPL) and it is required to report on Underutilized Disadvantaged Enterprise (UDBE) and Disadvantaged Business Enterprise (DBE) participation for all federal-aid contracts each year so that attainment efforts may be evaluated.


The term ‘Disadvantaged Business Enterprise’ or ‘DBE’ means a for-profit small business concern as defined in Title 49, Part 26.5, and Code of Federal Regulations (C.F.R.). In this Section, the term ‘bidder’ also means ‘Proposer’ or ‘Offeror.’ The term ‘Small Business’ or ‘SB’ is as defined in 49 C.F.R. 26.65 and is synonymous with a DBE firm.

2. This Agreement will be funded in whole or in part by the United States

Department of Transportation funding and will be subject to the following requirements:

X Federal Transit Administration (FTA) Funding Will Be Used -

Additional UDBE/DBE requirements related to this procurement are set forth in detail in the Standard Federal Provisions (FTA). Refer to Exhibit B of the Standard Services Agreement.

X VVTA has not established a FTA DBE goal for this RFP;

however, Proposers are encouraged to obtain DBE participation.

The FTA DBE Contract Specific Goal for this RFP is to be

met using minority-neutral means. No good Faith Effort (GFE) documentation is required.

3. DBEs and other small businesses are strongly encouraged to

participate in the performance of agreements financed in whole or in part with federal funds (see 49 C.F.R. 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”). The Proposer should ensure that DBEs and other SBEs have the opportunity to participate in the performance of the work that is the subject of this solicitation and should take all necessary and reasonable steps for this assurance. The Proposer shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts. Proposers also are encouraged to use services offered by financial institutions owned and controlled by DBEs.

4. It is VVTA’s practice to provide disadvantaged, minority, and women-

owned business enterprises, as defined in Part 26, Title 49 C.F.R., an equitable opportunity to participate in all Contracting opportunities. VVTA’s agreements with FTA regarding its DBE programs, which include minority and women-owned business enterprises, are designed to administer Contracts, Contractor selection, and all related procurement activities without regard to race, color, religion, disability, political beliefs, age, national origin, gender, veteran status, or cultural background. Accordingly,


no firm or individual shall be denied the opportunity to compete for VVTA Contracts by reasons so stated or implied.

5. VVTA requires all potential VVTA Contractors to comply with Title

VI and Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, and the California Fair Employment and Housing Act, as amended, and all other applicable discrimination laws. VVTA will not tolerate illegal discrimination or harassment by its Contractors.

6. VVTA is participating as a Non-Certifying Member in the California Unified Certification Program (CUCP). Therefore, VVTA will accept DBE certification from the certifying member agencies, which certify eligibility of DBEs in accordance with 49 C.F.R., Part 26, under the CA CUCP. Listings of certifying member agencies is available in the Department of Transit, Civil Rights, Business Enterprise Program website at: www.dot.ca.gov/hq/bep.

7. T he CUCP database includes the DBEs certified from all certifying

agencies participating in the CUCP. If you are looking for a certified DBE firm or want to be sure the firm you plan to subcontract with is certified, you may perform a query in the CUCP database by going to the Caltrans website at: http://www.dot.ca.gov/hq/bep/find_certified.htm. If you bel ieve a f irm is certified that cannot be located on the database, contact the Caltrans Office of Civil Rights Certification Unit at 916.324.8347 for assistance.

8. If you do not have access to the Internet, contact VVTA at

760.948.4710.

9. It is the Proposer’s responsibility to verify that the DBE firm is certified as a DBE at date of Proposal submittal. For a list of DBEs certified by the California Unified Certification Program, go to: www.dot.ca.gov/hq/bep/find_certified.htm.

L. VENDOR CONTACT

1. All correspondence, communication and/or contact with regard to any aspect of this solicitation is authorized only with the designated Contracting Officer identified in “A. Proposal Schedule” above, or their designated representative. Proposers and their representatives shall not make any contact with or communicate with any employees of VVTA, or its directors and consultants, other than the Contracting Officer in regard to any aspect of this solicitation or offers. Ex parte’ communications with members of VVTA’s Board of Directors or any person responsible for awarding a contract, including the Contracting Officer is prohibited under California Public Contract Code Section 20216. All communications shall be in writing and will


be made public.

2. If it should appear to a prospective Proposer that the performance of the Work under the contract, or any of the matters relating thereto, is not sufficiently described or explained in the RFP or Contract Documents, or that any conflict or discrepancy exists between different parts thereof or with any federal, state, local or Agency law, ordinance, rule, regulation, or other standard or requirement, then the Proposer shall submit a written request for clarification to VVTA within the time period specified above.

M. OBTAINING PROPOSAL DOCUMENT

Proposal documents may be obtained from Victor Valley Transit Authority, in person at 17150 Smoketree Street, Hesperia, CA 92345-8305 or electronically at www.vvta.org. Documents are also available via email request to [email protected]. Proposals requested by courier or via USPS mail shall be packaged and sent only at the Proposers’ expense.

N. INFORMED PROPOSER

Proposers shall review the Scope of Services (identified herein as Attachment A) and the Standard Services Agreement (identified herein as Attachment C), for a complete understanding of the terms and conditions included herein. Proposers are expected to be fully aware of the conditions, requirements, and Scope of Services before submitting any Proposal. Failure to do so will be at the Proposer’s own risk. By submitting a Proposal, the Proposer represents that it is capable of performing quality work to achieve VVTA’s objectives identified in this RFP.

O. CONFLICT OF INTEREST

Any person or firm that has assisted VVTA in preparing any aspect of this RFP or any cost estimate associated with this procurement is prohibited from submitting a Proposal in response to this RFP. Firms that received assistance from any such person or entity, or who will use the services of such person or entity in performing the services will be disqualified. The determination of a conflict of interest, direct or incidental, shall be at the sole discretion of VVTA.

P. PRE-CONTRACTUAL EXPENSES

1. VVTA will not be liable for any pre-contractual expenses incurred by any Proposer in preparation of its proposal. Proposer shall not include any such expenses as part of their proposal.

2. Pre-contractual expenses are defined as expenses incurred by the proposer in:


a. Preparing a proposal in response to this RFP; b. Submitting that proposal to VVTA. c. Negotiating with VVTA any matter related to this proposal; and d. Any other expenses incurred by proposer prior to date of award, if any, of the Agreement.

Q. JOINT PROPOSALS

Where two or more firms desire to submit a single proposal in response to this RFP, they should do so on a prime-subcontractor basis rather than as a joint venture.

R. TAXES

Proposals are subject to State and Local sales taxes. However, VVTA is exempt from the payment of Federal Excise and Transportation Taxes. Firm is responsible for payment of all taxes for any goods, services, processes, and operations incidental to or involved in the contract.

S. SUBCONTRACTORS AND ASSIGNMENTS

1. Pursuant to the provisions of the California Public Contract Code Section 4104 every proposer shall in the proposal set forth:

a. The name and location of the place of business (address) of each

subcontractor who will perform work or labor or render service to the proposer in or about the work in an amount in excess of one-half of one percent of the proposer’s total proposal; and

b. The portion of the work that will be done by each subcontractor. The

proposer shall list only one subcontractor for each portion of work as defined by the proposer in its proposal.

c. The dollar amount of the work which will be done by each such

subcontractor

2. Proposer shall complete form entitled “List of Subcontractors (Attachment J)” with the above requested information.

3. If the proposer fails to specify a subcontractor for any portion of the work to be

performed under the contract in excess of one-half of one percent of the proposer’s total Proposal, or if the proposer specified more than one subcontractor for the same portion of the work to be performed under the


contract in excess of one-half of one percent of the proposer’s total proposal, the proposer agrees to perform that portion.

4. The successful proposer shall not, without the express written consent of VVTA,

either:

5. Substitute any person, firm, or corporation as subcontractor in place of the subcontractor designated in the original Proposal; or

6. Permit any subcontract to be assigned or transferred; or

7. Allow it to be performed by anyone other than the original subcontractor listed in the Proposal.

8. Each proposer shall set forth in its proposal the name and location of the place of

business (address) of each subcontractor certified as a disadvantaged business enterprise who will perform work or labor or render service to the prime contractor in connection with the performance of the contract.

9. Proposer shall not assign any interest it may have in any Agreement/Contract

with VVTA, nor shall proposer assign any portion of the work under any such Agreement with a value in excess of one-half of one percent of Agreement price to be sub-contracted to anyone other than these subcontractors listed in the “List of Subcontracts,” except by prior written consent of VVTA. VVTA’s consent to any assignment shall not be deemed to relieve proposer of its obligations to fully comply with its obligations under its Agreement with VVTA. Proposer with its own forces shall perform a minimum of ten percent (10%) (calculated as a percentage of the total cost of the project) of the work under this Agreement. Proposer shall also include in its subcontract agreements the provisions of its Agreement with VVTA including the stipulation that each subcontractor shall maintain adequate insurance coverage compatible to the insurance coverage required of the proposer.

T. SINGLE PROPOSAL RESPONSE

If only one proposal is received in response to this RFP and it is found by VVTA to be acceptable, a detailed price/cost proposal may be requested of the single Proposer. A price or cost analysis, or both, possibly including an audit, may be performed by or for VVTA of the detailed price/cost proposal in order to determine if the price is fair and reasonable. The Proposer has agreed to such analysis by submitting a proposal in response to this RFP. A price analysis is an evaluation of a proposed price that does not involve an in-depth evaluation of all the separate cost elements and the profit factors that comprise a Proposer’s price proposal. It should be recognized that a price analysis through comparison to other similar procurements must be based on an established or competitive price of the elements used in the comparison. The comparison must be made to a purchase of similar quantity, involving similar specifications and in a similar time frame. Where a difference exists, a detailed analysis must be made of this difference and costs


attached thereto. Where it is impossible to obtain a valid price analysis, it may be necessary to conduct a cost analysis of the proposed price. A cost analysis is a more detailed evaluation of the cost elements in the Proposer’s Offer to perform. It is conducted to form an opinion as to the degree to which the proposed costs represent what the Proposer’s performance should cost. A cost analysis is generally conducted to determine whether the Proposer is applying sound management in proposing the application of resources to the contracted effort and whether costs are allowable, allocable and reasonable. Any such analyses and the results therefrom shall not obligate VVTA to accept such a single proposal; and VVTA may reject such proposal at its sole discretion.

U. CANCELLATION OF PROCUREMENT

VVTA reserves the right to cancel the procurement, for any reason, at any time before the Contract is fully executed and approved on behalf of VVTA.

V. AVAILABILITY OF FUNDS

This procurement is subject to the availability of funding. VVTA’s obligation hereunder is contingent upon the availability of appropriated funds from which payment for the contract purposes can be made. No legal liability on the part of VVTA for any payment shall arise until funds are made available to the Contracting Officer for this contract and until the Contracting Officer receives notice of such availability, by issuance of a written Notice to Proceed by the Contracting Officer. Any award of Contract hereunder is conditioned upon said availability of funds for the Contract.

W. VVTA’S RIGHTS

1. Each Proposal will be received with the understand that acceptance by VVTA of the Proposal to provide services described herein shall constitute a contract between the proposer and VVTA which shall bind the Proposer on its part to furnish and deliver at the prices given and in accordance with conditions of said accepted Proposal and specifications.

2. VVTA reserves the right, in its sole discretion to:

a. Accept or reject any and all Proposals, or any item or part thereof, or to waive

any informalities or irregularities in Proposals. b. Withdraw or cancel this RFP at any time without prior notice. VVTA makes no

representations that any contract will be awarded to any Proposer responding to this RFP.

c. Issue a new RFP for the project.


d. To postpone the Proposal opening for its own convenience. e. Investigate the qualifications of any Proposer, and/or require additional evidence

or qualifications to perform the work.

X. CODE OF CONDUCT

Firm agrees to comply with VVTA’s Code of Conduct as it relates to Third-Party contracts which is hereby referenced by this reference and is incorporated herein. Firm agrees to include these requirements in all of its subcontracts.

Y. ADDENDA

Any changes to this RFP will be made by written Addenda and prospective Proposers will be contacted about any and all Addenda through the procedure in Section J above. VVTA will not be bound to any modifications to or deviations from the requirements set forth in this RFP, or any of its Addenda, as a result of any oral discussions and or instructions. Proposers shall acknowledge receipt of any Addenda in their Proposal using Attachment I.

Z. WRITTEN QUESTIONS/CLARIFICATIONS

All questions and or clarifications to this RFP, must be put in writing and must be received by VVTA via email, by no later than 5:00 p.m. Hesperia local time on Friday, February 27, 2015. Questions received after the date and time specified may or may not be responded to, within the sole discretion of VVTA. All questions/clarifications must be e-mailed to VVTA to the e-mail identified in V.B. above, and the e-mail Subject shall state: RFP #2013-05 Written Questions. VVTA is not responsible for failure to respond to questions that are not appropriately marked, or are not e-mailed to VVTA at the e-mail address in F.2.above, by the deadline identified above. VVTA’s responses to the questions received by the date and time identified herein, including VVTA’s answers will be e- mailed to the Prospective Proposer identified in Section V.C. above, and will also be posted on VVTA’s website at http://www.VVTA.org/bid.html.

AA. PROPOSAL INSTRUCTIONS

Proposals are due at or before 3:00 p.m., Hesperia local time on Thursday, March 12, 2015. Proposals shall be single sided with a minimum of 12 point font, at least 1.5 line spacing, and the page count shall not exceed fifty (50) pages. Excessive and redundant information regarding the proposing firm shall be viewed negatively. Proposer shall submit one (1) original hardcopy and six (6) hardcopies of the Proposal, AND one (1) PDF version on a CD or


USB flash drive. Proposals submitted by facsimile (FAX) or e-mail are not acceptable and will not be considered. All Proposals are to be submitted in a sealed package, clearly marked with RFP number (RFP # 2013-05), RFP title (IVR for ADA Paratransit and Fixed Route Passengers), and with the company’s name and address. One of the hardcopies shall be marked as “Original” with original signatures and called out in the packet. Proposals are to be submitted to:

VVTA Senior Procurement Specialist 17150 Smoketree Street, Hesperia, CA, 92345

Proposals received after the date and time specified herein will not be accepted and will be returned to the firm unopened.

Proposers shall include the following information in their Proposals:

1. Cover Letter

a. A statement requesting VVTA to evaluate the submitted

Proposal.

b. Identification of all proposed subcontractors including, a description of the work to be performed by the firm and each subcontractor proposed for the Project, and an estimate of the percentage of work to be performed by the firm and each subcontractor proposed.

c. A memorandum from a principal (who has contracting authority) from each subcontractor indicating the specific portion of services the subcontractor will be performing.

d. Indicate the location of the office from which the majority of the work will be performed.

e. Respond to the following question within the cover letter: Has your firm ever been terminated from a contract before the contractual expiration date? If the answer is yes, on a separate sheet of paper on Proposer’s letterhead, addressed to VVTA, describe for each termination: the contracting agency, date of termination, as well as the facts and circumstances in detail.

f. Acknowledgement of receipt of all Addenda, if any.

g. A signed statement by an officer of the prime firm attesting that all information in the Proposal is true and correct.

h. Name, title, address, e-mail address, and telephone number of the person to contact concerning the Proposal.


i. Signature of an authorized person within the prime firm who can bind the firm to the terms and conditions of the RFP.

j. That the Proposal shall remain valid for 120 days from the date of submission.

2. Proposal Content:

a. Table of Contents. A clear identification of the materials by

section and page numbers.

b. Executive Summary. Include a not-to-exceed, one-page overview of the entire Proposal describing the important elements of the Proposal.

c. Qualifications, Related Experience and References. This

section of the Proposal should establish the ability of the proposed firm and subcontractors (herein referred to as “Team”) to satisfactorily perform the required work by reasons of:

i. exper ience in performing work of the same or similar nature; ii. demonstrated experience of those directly involved in this Project, in working with similar projects at other public agencies iii. s t a f f i n g capability;

iv. work load; v. a record of meeting schedules on similar projects; and vi. supportive client references.

More specifically, the Proposal shall provide the following to address the above points on Team’s ability:

vii. Provide a brief profile of the firm, including the

types of services offered; the year founded; number of years the company has been in business, form of the organization (corporation, partnership, sole proprietorship); total number of offices and locations; and total employees.

viii. Address (es) of office(s) that will work on this Project, size and location of offices and number of employees at each location.

ix. P r o v i d e a general description of the firm's current financial condition; identify any conditions (e.g., bankruptcy, pending litigation, planned office closures, impending merger) that may impede ability to complete the Project.


x. A statement as to whether or not the Proposer has filed bankruptcy in the last ten (10) years and any other relevant information documenting the Proposer’s financial capability to complete this Project.

xi. Describe the firm's experience in performing work of a similar nature to what is being solicited in this RFP, and the participation in such work by the key personnel proposed for assignment to this Project. Provide five (5) samples of previous work designed and programmed by the Proposer of a similar nature and purpose. VVTA recommends that the samples be submitted as links to the individual project websites with an explanation of the Proposer’s and/or Team’s role in implementation. Samples of transit agency or other public agency websites are preferred, but any example of quality and user friendly site will be acceptable.

xii. Provide a minimum of three (3) references, preferably similar in scope, cost and nature to the Project proposed in this RFP and are three of the five samples identified above. Furnish the name, title, address, telephone number and e-mail address of the person(s) at the client organization who is most knowledgeable about the work performed, identify the time period of the assignment as well as dollar value of the contracts. References may also be supplied from other work not cited in this section as related experience.

d. Proposed Staffing and Project Organization. This section

of the Proposal should establish the method that will be used to manage the Project as well as identify key personnel assigned. Specifically:

i. Provide education, experience and applicable

professional credentials of Team and Project staff.

ii. Clear ly identify the assigned Project Manager for the Team, who will be the sole point of contact to VVTA for day-to-day operations.

iii. Furnish brief resumes (not more than two [2] pages each) for the proposed Project Manager and other key personnel.

iv. Key personnel.

o Identify key p e r s o n n e l p r o p o s e d t o p e r f o r m t h e w o r k i n t h e specified tasks and include major areas of subcontract work. Include the person's name,


current location, and proposed position for this Project, how long each has been with the firm and their availability for this Project.

o I d e n t i f y other major projects/assignment, and level of commitment to that assignment that each key personnel will or may be involved in, during the duration of the first year of this Contract. In this description, estimate the percentage of that key personnel’s time on each external assignment as compared to that key personnel’s overall work hours.

o I n c l u d e a statement that key personnel will be available to the extent proposed for the duration of the contract, acknowledging that no person designated as "key" to the Project shall be removed or replaced without the prior written concurrence of VVTA.

v. Include a Project organization chart that clearly delineates communication/reporting relationships among the Project staff, including subcontractors. All key personnel identified above, should be included I this chart.

e. Work Plan. This section of the Proposal shall provide a narrative that addresses the Scope of Services (as outlined in Attachment A) and demonstrates an u n d e r s t a n d i n g of the Project needs and requirements. Specifically:

i. Describe the approach and work plan for

completing the tasks specified in the Scope of Services.

ii. Identify methods that will be used to ensure quality control as well as budget and schedule control for the Project.

iii. Identify proposed channels of communication with VVTA, subcontractors and any other stakeholders involved in this Project, and how they will be implemented to maintain the milestone schedule.

iv. Identify the timeline for implementation, based on VVTA requirements and include anticipated schedule for completion of work, including performance and delivery schedules indicating phases or segment of the project, milestones and significant events.

v. Identify any potential issues or problems that are likely to be encountered during this Project and how will they be addressed.


vi. Include a statement of the extent to which the Proposers approach and Scope of Services will meet or exceed the stated objectives identified in this RFP. Furthermore, a discussion of how the Proposer would modify the project and/or schedule to better meet these objectives.

vii. Proposers are encouraged to propose enhancements or innovations to the Scope of Services (Attachment A) that do not materially deviate from the objectives or required content of the Project.

f. Appendices.

Information considered pertinent to this RFP and which has not been specifically solicited in any of the aforementioned sections may be placed in a separate appendix section. However, firms are cautioned that this separate appendix does not constitute an invitation to submit large a m o u n t s o f e x t r a n e o u s m a t e r i a l s . Any a p p e n d i c e s s h o u l d b e relevant and brief and are to be included in the fifty (50) page proposal limits.

g. Price Proposal – Attachment F .

Proposers shall complete all pricing forms in this RFP and include them in their Proposal (refer to Attachment F, P r i c e P r o p o s a l F o r m ). Proposers s h a l l c o m p l e t e a l l s e c t i o n s , including Year 1 Development and Implementation, Year 2 Maintenance, Year 3 Maintenance and Proposal Pricing Summary of all Years, by Line Item.

h. Comments on the Standard Services Agreement –

Attachment C. The selected Proposers will be required to sign a VVTA Standard Services Agreement, a sample of which is attached to the RFP, Attachment C. Proposers are asked to include in their Proposals a written explanation of proposed exceptions to, or deviations from VVTA’s Standard Services Agreement. Include all comments/deviations/exceptions, no matter how minor they may seem. VVTA reserves the right to disqualify any Consultant that does not provide a complete written explanation of its contractual exceptions, and VVTA reserves the right to disqualify any Consultant based on objections that VVTA considers non-negotiable. Be aware that VVTA does not anticipate making substantive changes to its Standard Services A g r e e m e n t T e r m s a n d C o n d i t i o n s . Should a Proposer not identify any proposed exceptions in their Proposal, the Proposer will be deemed to have accepted the Agreement terms and conditions without exception, and


shall execute the Standard Services Agreement and all Terms and Conditions as is, with no further changes. Use Attachment H - Proposal

i. Insurance Requirements. VVTA requires Contractors doing business with it to obtain

insurance, as shown in the Standard Services Agreement – RFP Attachment D . The required insurance certificates must comply with all requirements of the standards as shown in the Agreement and an original certificate must be provided to VVTA within fifteen (15) days of contract execution and prior to the commencement of any work on the Project.

j. Required Certifications.

Attachment F contains all submittals and certifications, which are required to be submitted along with the Proposal and are, excluded from the fifty (50) page proposal limit.

3. Entire Proposal Package:

The Proposal is limited to a total of 50 single- sided pages, printed on 8 ½” x 11 pages in no smaller than 12-point font, a minimum of 1.5 line spacing, and includes all responses to the RFP, including forms, resumes, project examples; however, the page limit does not include the front and back covers of the Proposal, cover letter, section dividers that contain no information, and required certifications as contained and required in Attachment D. Charts and schedules may be included in 11” x 17” format. Proposals shall not include any unnecessarily elaborate or promotional material, as any excessive or lengthy narrative is strongly discouraged. Presentations and additional materials should be brief and concise. Proposals that do not contain the required information or do not contain the required number of copies will be rejected and will not be considered. Proposals are not to be copyrighted.

4. Changes:

At any time during the procurement process, a firm makes any changes to proposed key personnel or subcontractors, the firm must notify VVTA in writing of those proposed changes. VVTA reserves the right to accept or reject such proposed changes or to revise the evaluation scoring to reflect the proposed staffing changes. All changes to the RFP will be via an Addendum. Attachment I – Acknowledgement of Addenda must be included with the proposal package, in the event that there are Addenda.

BB. ACCEPTANCE OF PROPOSALS


VVTA reserves the right to accept or reject any and all Proposals, or any item or part thereof, or to waive any informalities or irregularities in Proposals. VVTA reserves the right to withdraw or cancel this RFP at any time without prior notice and VVTA makes no representation that any contract will be awarded to any firm responding to this RFP. VVTA reserves the right to re-issue a new RFP for the same or similar services. VVTA reserves the right to postpone proposal evaluation for its own convenience. Proposals submitted to and received by VVTA are public information and upon conclusion of the evaluation period and VVTA Board selection, all Proposals will be made available to any person upon request. Submitted Proposals shall not be copyrighted. Consultant may withdraw its Proposal before the VVTA evaluation and review of Proposals, by submitting a written request signed by an authorized representative of the firm and delivered via certified mail to:

VVTA RFP #2015-02 – Withdrawal of Proposal Attention: Senior Procurement Specialist 17150 Smoketree Street, Hesperia, CA, 92345

CC. PUBLIC RECORDS

All Proposals submitted in response to this RFP become the property of VVTA. All VVTA records are public records, as such, may be subject to public review. Documents protected by law from public disclosure will not be disclosed by VVTA if clearly marked with the word "CONFIDENTIAL" on each applicable page. Trade secrets may be marked as "CONFIDENTIAL” only to the extent they meet the requirements of California Government Code Section 6254.7. Only information claimed to be a trade secret at the time of submittal to VVTA and clearly identified as "CONFIDENTIAL" will be treated as a trade secret. Entire Proposals in which every page is marked "CONFIDENTIAL" may be rejected by VVTA if each and every page does not meet the California Government Code Section 6254.7 referenced above.

Consistent with 49 U.S.C. 5325(b)(3)(D), before requesting or using indirect cost rate data, VVTA shall first notify and obtain written permission from any Proposer or firm subject to an indirect cost rates audit. If VVTA receives a Public Records Act request for a Proposer’s or firm’s indirect cost rates, pursuant to Government Code Section 6250 et seq., VVTA shall also take the above-described precautionary steps.

DD. E VALUATION CRITERIA

A. Proposers will be evaluated based on:

1. Experience and Qualifications of the Firm:

i. Specia l ized experience or knowledge of firm in developing similar web-based application, databases and reporting tools.


ii. Demonstrated competence of the firm, including sub-contractor(s) to perform requirements as outlined in the Scope of Services (Attachment A). iii. D e m o n s t r a t e d experience in working with the public sector. iv. Knowledge of transit, commuter services, rideshare and/or vanpool programs.

2. Experience and Qualifications of Key Staff:

i. Professional qualifications and experience of key project personnel. ii. Relevant experience of the project Team in developing similar web- based databases and reporting tools. iii. P r o p o s e d Team/personnel's experience appropriate for technical and management requirements of the Project. iv. Staff with knowledge of transit, commuter services, rideshare and/or vanpool programs. v. T ime commitment of key personnel and Team members. vi. Integrity and reputation of project Team.

3. Work Plan/Project Approach:

i. Appropr iateness of technical approach to the project as it relates to the Scope of Services (Attachment A). ii. Understanding of the Project goals and objectives. iii. U n d e r s t a n d i n g of the Project issues and potential conflicts including user rights, data integrity and security, quality assurance of data input and upload of data to third party systems. iv. Understanding FTA reporting requirements, inputs into the NTD web-based system, project monitoring requirements including schedules and FTA timelines. v. Core areas of management, customer service/sales and maintenance will be evaluated and must be are addressed in the Proposal.

4. Cost Effectiveness:

i. Proposal must meet the Scope of Services (Attachment A) requirements and provide VVTA with a Proposal that is affordable and manageable to maintain by VVTA staff. Routine maintenance will have minimal disruption to the users. ii. The cost score for each Proposal will be determined by the Evaluation Team, will be evaluated based on the pricing submittal (Attachment F, Pricing Form Proposal), and will be applied to the Evaluation Criteria outlined in this Section.

EE. CONSULTANT SELECTION

The primary objective of this RFP, is for VVTA is to select a qualified Team


regardless of size, to perform the services identified herein, at a fair and reasonable cost. In addition, VVTA has established the following criteria for the selection process:

1. The selection process shall be fair, open, and competitive.

2. The evaluation process and resulting recommendation of a Contractor

to the VVTA Board of Directors, will be based on clearly stated objectives identified in this RFP.

3. Selection of the Contractor shall be based upon demonstrated

competence, professional qualifications, experience, capabilities and overall best value to perform the required services identified in Scope of Services, Attachment A.

4. Upon review of the Proposals and at VVTA’s discretion, a shortlist

of firms may be required to participate in an interview scheduled for Wednesday, March 25, 2015, with a starting interview time between the hours of 9:00 a.m. and 3:00 p.m. (Hesperia local time). Interviews shall be conducted at VVTA’s Office located at 17150 Smoketree Street, Hesperia, California 92345. Prospective Proposers MUST reserve this date and timeframe for possible interviews.

5. The Contract will be awarded to the firm who offers the overall best

value, best conformance to the RFP, and in the opinion of VVTA, most advantageous to VVTA. This is not a low-bid proposal evaluation process. The criteria to evaluate all Proposers is contained in Section XVI.A above, and evaluation will also include, but not be limited reference provided and the potential for a conflict of interest.

6. VVTA reserves the right to reject any and all Proposals, to negotiate

with any responsible, responsive Proposers, and to request a Best and Final Offer (BAFO) from one or any of the responsive Proposers. VVTA is under no obligation to award a contract for the subject services. At the conclusion of the evaluation process, the evaluation committee will recommend to VVTA’s Board of Directors the firm that offers the best services and overall value to VVTA. VVTA may or may not engage in negotiations with firms who submit a Proposal, and may or may not request BAFOS; therefore, the Offeror’s Proposal should contain the most favorable terms and conditions including pricing, since the selection and award may be made without any discussion with any firm.

7. Firms who will not be awarded a contract with VVTA as a result of this

RFP, may obtain a debriefing from VVTA concerning the strengths and weaknesses of their Proposals. A debriefing request may only occur after VVTA’s Board of Directors authorizes an award. A request


for debriefing must be submitted in writing to VVTA and e-mailed [email protected].

FF. NEGOTIATIONS AND AWARD

VVTA reserves the right to negotiate with the selected Consultant, the resulting contract, Scope of Services and Cost Proposal. Firms are to identify in their Proposal any comments relating to the Scope of Services and/or the terms and conditions of VVTA’s standard contract. VVTA reserves the right to disqualify any firm that does not provide written discussions of any disagreements it has relative to VVTA’s Standard Services Agreement and Terms and Conditions (Attachment C). VVTA does not anticipate making any substantive changes to its Terms and Conditions. Proposer is advised that any recommendation for contract award is not binding on VVTA until the Agreement is approved by VVTA’s Board of Directors, and is fully executed.

GG. AGREEMENT WITH FTA PROVISIONS

This Agreement requires the use of FTA Standard Provisions and applies to all Buy America and Disadvantaged Business Enterprise requirements. Those provisions are identified throughout this RFP, and required certifications to be attached to each Proposal, are contained in the RFP Attachment D.

HH. INCORPORATION OF ATTACHMENTS AND EXHIBITS

A. VVTA’s RFP No. 2015-02, and Contractor’s Proposal in response to VVTA’s RFP, are hereby incorporated by reference except to the extent they may conflict with the terms of the Standard Services Agreement. The following documents, Attachments, as well as Exhibits to the Standard Services Agreement, are also attached and incorporated.

B. In the event of conflicting provisions, the following order of precedence will apply: 1) Federal Provisions for Procurements in Excess of $100,000 (FTA); 2) Special Provisions for Service and/or Equipment Agreements; 3) The Standard Services Agreement; 4) RFP No. 2014-02; and 5) Contractor’s Proposal.

C. Wherever the word “Proposer” “Firm” or “Team” may appear

in the Attachments or Exhibits to this Agreement, it should be read as the equivalent to the word “Contractor.” Wherever the words “bid” or “bidder” may appear in the Attachments or Exhibits to this Agreement, they should be read as the equivalent to the words “Proposal” or


“Proposer.”

ATTACHMENT A – SCOPE OF WORK VVTA RFP 2015-02 DEMAND-RESPONSE DISPATCHING SOFTWARE

VVTA RFP 2015-02 Page 1 of 34 Rev 01/2015 ATTACHMENT A – SCOPE OF WORK

A. GENERAL This section provides an overview of the Demand-Response Dispatching Software system project and describes the functionality required for each of the major sub-systems, components, and associated interfaces. Additionally, this section defines the scope of the required functionality to be provided by the Contractor. The scope of work and functionality described in this section is a general guide and is not intended to be a complete list of all the work necessary to complete the project. It contains work tasks believed necessary for an experienced system supplier to provide VVTA with a Demand-Response Dispatching Software system that meets the needs of the agency. The contractor shall implement a comprehensive Demand-Response Dispatching Software system to support paratransit operations. The system shall meet both the current needs of this program and future growth needs. The system shall be fully compliant with general functional areas and specific requirements detailed in the Scope of Services. The goal of this procurement is to deploy new ITS technology that will improve customer service by improving the predictability of demand-response service. This goal is approached both from an improvement in reliability and consistency of service, as well as an information accessibility standpoint for our customers.

This system must provide route and vehicle information in real-time via a web interface to schedulers, dispatchers, supervisory personnel and managerial personnel. The primary purpose of the system is to facilitate daily demand-response service, and must be equipped with reporting capabilities to accurately data stream operational service information (e.g., route timing, passenger wait time, trip counts, operator performance, vehicle speed and movement). The Vehicle Tracking System shall include the functionality for hardware/software components to be installed in up to 51 Demand Response vehicles, and six Shuttle/Flex Route vehicles. Vendor will assure the devices to be installed are certified by the wireless carrier and the carrier can provide adequate coverage for our needs. B. OPERATIONS OVERVIEW VVTA’s administrative offices are located at the VVTA’s main facility on Smoketree Street in Hesperia, CA. The VVTA Fixed Route and Paratransit services are operated by an operations contractor, currently TransDev, Inc. (formerly known as Veolia). The operation is responsible for all reservations, scheduling, delivery of trips and customer service. The Demand-Response Dispatching Software system must integrate with our ShoreTel VoIP System to allow for direct communication with riders as necessary. Mobile Data Terminals (MDTs) and Computer Aided Dispatch/Automatic Vehicle Location (CAD/AVL) technology are currently employed by the operations. VVTA Direct Access uses the Trapeze PASS Version 12 software system as its computerized trip management system. Avail Technologies provides the MDT’s for both Paratransit and Fixed Route buses. The Fixed Route system is from Avail Technologies and includes AVL, APC, Next Stop Announcements, and a Closed Mic system.



Current Dispatch Process for ADA Currently, the VVTA Direct Access customers call reservations telephonically up to 14 days in advance to schedule rides. Reservationists book trips for customers using the PASS software. Schedulers review and optimize the next day's schedules. Dispatchers send out the day's schedule through paper manifests and through mobile data terminals (MDTs). Customers may call the dispatcher to confirm or to cancel their scheduled pickup times. For a limited number of customers, the dispatcher will attempt to give a reminder call to the customer shortly before the estimated pick up time. Notes on the manifest ask the driver to contact the dispatcher when the driver is about 10 minutes from the customer's pick up location. The driver contacts the dispatcher over the radio and the dispatcher then contacts the customer by telephone. These "10-minute calls" are done on a "time available" basis and are not guaranteed.

C. CORE REQUIREMENTS The Scope of this project includes the installation of fully integrated on-board components. The following components were identified by VVTA as the most critical ITS technologies that would benefit VVTA and its customers. The complete list of ITS technologies to be deployed during the phase I implementation include:

Web-based Demand Response Scheduling Software Integrated Mobile Data Terminals; Real-time Updates to Driver Manifests Dynamic automated routing of trips both before and on the day of service Automated Alerts system to immediately notify dispatcher of possible live service impacts Predictive Arrival System Live monitoring and notification of status of Will Call trips Simple and easy to use calendaring of Standing rides and Group trips All inclusive support and maintenance without increase in cost for the entire contract

period Standards-based, open software API that provides VVTA a data stream from which

additional interfaces can be developed. VVTA is to own all data at no additional cost. Brokerage module which will allow for trips to be given to other vendors at the lowest cost

available 1. On-Board System Requirements

The Vendor should minimize proprietary hardware in favor of existing off-the-shelf hardware. If new or proprietary hardware must be provided to meet these requirements, the vendor shall indicate this in the proposal.

2. On-board (MDT) Software

The MDTs shall allow vehicle operator logon using vehicle operator ID entry The MDT shall allow the vehicle operator to logoff by selecting the logoff key The MDT shall send a location report, indicating its current GPS location and

mileage reading every 10 seconds or less



All transmitted data shall be stamped with following information: date and time, GPS location latitude and longitude, vehicle number, vehicle operator ID number

The MDT shall store the most recent ten (10) minutes of GPS information, so that if the GPS receiver is not able to report the location, the last known location will remain available to be transmitted when the network reconnects

The MDT shall track on-time performance (demand response) Drivers receive manifest updates as they are made (via integrated scheduling

software) MDT records the following, but not limited to:

o Arrival time at pick-up location o Arrival time at destination o Actual Pickup time o Actual Pickup location o Time and location of driver initiated pickup o Departure time at pick or drop location o Actual departure time o Actual departure location o Time and location of driver initiated drop-off o Travel time (between pick-up location/destination) o Boardings / Deboardings o Estimated and verified Odometer readings o Payment Type o Ability to request No Show and to log reason o Display pertinent notes regarding passenger and/or location o Ability to send/receive canned/free formed messages when stationary o Signature Capture from Client and Additional Passengers (optional) o MDT Display must be HIPAA compliant

3. Back-Office System Requirements

The successful vendor will supply a turn-key, hosted, cloud-based software solution that provides a single point of access for administrators. VVTA will access the system via a standard web browser; without the need for software to be installed locally. The web-based software shall provide a single portal from which all system features will be available such as – Supervisor Dashboards, Alerts, On Time Performance graphs, Run Status, Subscriptions, Trips, Archive Trips, etc. The web based software shall have additionally password secured areas with sub contents for detail management for Administration, Reports, Reservations and System Configuration. The system must allow for multiple user logins with tiered levels of accessibility.

4. The vendor shall import all existing data that resides in VVTA current software;

VVTA will provide the successful vendor with access to a database backup for this purpose.

D. Paratransit Scheduling Software

Information regarding individual riders shall include, but not limited to: o Full Name o Home Address o Mailing Address



o Phone Numbers (Cell/Work/Home) o Birth Date o Sex o Eligibility dates o Mobility types (wheelchair, scooter, walker, lift only, etc.) o Care attendant and/or service animals used o Emergency contact information (address, phone, relationship) o ADA eligibility code/date issued/date expires o ADA eligibility limitations o Default individual Load/unload times o Suspensions (if applicable) with beginning and ending dates o Additional notes

Stores riders frequent drop off/pick up locations Ability to view current subscription rides Stores rider trip history Create schedules at least 30 days in advance for demand-response and subscription ride Enter subscription rides by using an easy selection process. For instance: regular physical

therapy schedules on Monday, Wednesday, and Friday, rather than every day of the week Ability to make exceptions and cancellations to subscription rides without affecting the

regular rides Make real time calculations based on distances, average run times, etc. Ability to add notes to any ride on a schedule Ability to track the date and time of a cancellation and compare the cancellation time to

custom cancellation policies Ability to mark the rider as a "no show" or "late cancel" View scheduled rides for a specific rider View scheduled rides for a day Information to be included on the manifest/schedule, but not limited to

o Name of Rider o Pick-up/destination locations o Scheduled pick-up time (with appointment time if necessary) o Pass/payment type o Care attendants, service animals, mobility devices used o Number of companions if applicable

Can view rider pick-up/destination locations ETA's (estimated times of arrival) continuously updates throughout the day Establish a tiered level of accessibility for drivers, dispatchers, and supervisors Must be able to report number of rides based on age and mobility type of rider, reason

for trip, cancellation type, and no show shows for any given date range Percentage of trips late/on time Number of rides by driver Easy to read trip manifests/schedules Must be able to print No Show/Late Cancel invoices Must be able to run reports for all National Transit Database (NTD) data Must include a brokerage module which will allow for trips to be given to other vendors at

the lowest cost available

E. Technical Support



24 x 7 telephone support

Call center located in the USA

All support, maintenance, updates, upgrades and mapping upgrades are to be provided

for the term of the contract and be all inclusive with no increase in cost during the term

of the contract.

F. Warranty, Training, Documentation, and Maintenance

Extended maintenance periods beyond the term of the contract shall be available upon

request

First year maintenance shall be included in purchase price

Maintenance period will begin on first day of Go Live

Vendor shall include all support, maintenance, updates and upgrades as per the

maintenance contract.

G. PROJECT TASKS This RFP covers all aspects of the Demand-Response Dispatching Software System. The tasks to be performed under this contract are described below. The Contractor must be cognizant of multiple task dimensions in order to perform them completely, correctly, and meet VVTA expectations. Under this RFP, VVTA will require the following tasks to be completed under the project’s Scope of Work:

1. Project Kickoff 2. System Design 3. Integration and Testing 4. System Integration and Test Review 5. Installation, Implementation and Training 6. System Completion and Final Acceptance

TASK 1 – PROJECT KICKOFF

a) The successful Contractor shall present an initial kickoff meeting at the VVTA

Administrative offices at 17150 Smoketree St., Hesperia, California 92345. The purpose of this meeting is to have the Contractor present its plan for developing specific project work tasks for implementation of assigned work.

b) Key Contractor staff assigned to this effort shall attend the kickoff meeting.

The kickoff meeting shall be held within one (1) week after the initiation of the Notice to Proceed.

c) The objective of the kickoff meeting is to: a. Review any exceptions or

deviations proposed by the Contractor; and, b. Review the project plan, budget and technical risk factors

d) The Contractor shall provide a mitigation plan for each risk identified,



including a description of current and anticipated project problem areas or risks and steps to be taken to resolve each problem.

e) The Contractor shall be responsible for preparing and distribution Kickoff

Meeting materials to the VVTA Program Manager, and preparing and submitting the minutes of the meeting.

Task 2 – System Design

a) Using the functional specifications included in this document as a baseline,

the Contractor shall perform any additional analysis required and develop the Draft System Design Document that describes the Demand-Respnse Dispatching Software System in technical detail.

b) The Contractor shall provide VVTA with a Draft System Design Outline

document. This document shall include, but is not limited to the following topics:

i. System architecture ii. Overview and configuration of the subsystems iii. Subsystem block/flow diagrams iv. Functional descriptions of the system and associated subsystems v. Specific functions and operations of the system’s software and hardware vi. Software architecture with hierarchical structure of components and data structures vii. Systems databases viii. Interfaces to existing VVTA systems ix. Communications systems and coverage x. System networking and communications xi. System configuration

c) Upon VVTA review and approval, the Contractor shall further analyze the

tasks and details required and develop the System Design Document. d) The technical details of the System Design Document shall be presented at

the System Design Review.

Task 3 – Integration and Testing

a) The Contractor shall analyze all tasks required and shall develop a System Integration and Test Plan. This Plan shall establish VVTA system integration and test requirements. The document shall provide a detailed, structured set of tasks to be performed by the Contractor. This Plan shall also include the following:

i. Detailed test procedures developed to support integration. ii. Detailed interface documentation to support data messaging.



b) As part of the integration and test process the Contractor shall install a

complete configuration of equipment and software in a room proved by VVTA. This configuration of equipment and software will constitute a VVTA Test Bed to be used throughout the project and beyond.

c) Completion of these tasks and utilization of the Test Bed shall demonstrate

that the requirements of the system have been satisfied and the system is suitable for operation.

Task 4 – System Integration and Test Review

The system integration and Test Review and its associated materials are critical to project success. a) The technical details of the Contractor’s System Draft Plan shall be presented

at the System Integration and Test Review. b) Any unresolved open issues, as determined by VVTA, will need to be closed

prior to issuance by VVTA of acceptance of the Contractor’s System Integration and Test Review.

c) The Contractor shall revise Draft Plan and deliver the plan to VVTA for formal

approval. d) An approved Plan shall be required prior to the start of any formal testing. e) The Contractor shall provide a formal notification to VVTA at least two weeks

prior to the beginning of any formal testing. Task 5 – Implementation and Testing

a) The System Implementation Guidelines shall be established for the VVTA

system implementation requirements. This document shall provide a detailed, structured set of installation tasks to be performed by the Contractor.

b) The Contractor shall analyze the tasks required and provide VVTA with a

Draft System Implementation Plan. This document shall provide a detailed schedule. An approved System Implementation Plan is required prior to the start of any implementation.

c) The Contractor shall provide a formal notification to VVTA at least two weeks

prior to the beginning of any formal testing. d) The Contractor shall analyze the tasks required and provide VVTA with a

Draft Training Plan in accordance with training requirements described in this Request for Proposals, including a detailed schedule. Submission of the



approved Training Plan document is required two weeks prior to implementation.

Task 6 – System Acceptance Testing

System Acceptance Testing shall be performed by the Contractor and evaluated by VVTA, with Contractor and VVTA staff present at a time agreeable to all parties. System acceptance tests will exercise all system components.

a) The Contractor shall analyze the tasks required and provide VVTA with a

required Draft System Acceptance Testing Plan, including detailed schedule Submission of the approved System Acceptance Plan document is required prior to the start of Acceptance Testing.

b) The Contractor shall provide a formal notification to VVTA at least two weeks

prior to the beginning of any formal Acceptance Testing.

H. Project Management Project management will be a key responsibility of the selected Contractor. The Contractor’s Project Manager assigned to the VVTA project shall have the authority to make commitments and decisions that are binding, within the limits of the Agreement. VVTA will designate its Project Manager who will coordinate all VVTA project activities. All communications between VVTA and the Contractor shall be coordinated through their respective Project Managers.

1. The Contractor’s Project Manager shall be responsible for at least the following:

a) Provide periodic updates to the work plan and schedules. Changes to

the work plan and schedules that exceed 10% of the baseline require written approval by VVTA.

b) Submit status reports detailing progress toward fulfilling objectives in

the work plan and its project schedule, and highlighting items on the critical path. Status reports shall also include the status of risk mitigation efforts.

c) Coordinate project resources and work so those milestones are met in

an efficient manner. Tasks will be laid out to minimize implementation time and cost while taking into consideration resource and time constraints such as VVTA staff availability. The Contractor and VVTA project manager will ensure that individuals performing tasks have appropriate skill levels and credentials.



d) Coordinate all required deliverables, installation and configuration of software and hardware, documentation and training as described herein.

e) Participate in weekly project meetings (possibly via conference call, if

needed)

2. VVTA requires the following deliverables from the Contractor in order to monitor progress and ensure compliance:

a) Detailed Work Plan (due ten days after Notice to Proceed.) The Work

Plan shall detail the work effort of the deliverable(s) in hours or days (based on one person working on the activity full-time.)

b) Staffing Plan (due seven days after Notice to Proceed.) c) Monthly Progress Report.

3. The Contractor shall prepare progress reports as follows:

a) Bi-monthly reports due within five (5) working days of the end of the preceding week during the kickoff and design phases of the project.

b) Weekly status reports for the remainder of the project, due within two

(2) working days of the end of each week.

4. The progress report shall include the following items:

a) An updated project schedule with explanations of any deviations from the planned delivery schedule. The explanation shall include the anticipated impact of any delays and a plan for returning to the target schedule. All delays shall be factored into the project schedule as soon as the Contractor’s Project Manager is aware of them. In addition, all changes to the schedule since the last progress report shall be identified.

b) An updated list of all correspondence transmitted and received. c) An updated documentation schedule, highlighting the documents to be

transmitted for review during the next reporting periods. d) An Action Item Data Base (or spreadsheet?) shall be established and

maintained to support closure of action items in a timely manner. Open action items shall be discussed weekly with VVTA. An updated list of Contractor and VVTA action items with status and required resolution dates shall be included as part of each progress report.



e) A summary of pending and upcoming Contractor and VVTA activities during the next two reporting periods along with required completion dates.

f) The status of unresolved contract questions and change requests.

I. TRAINING The Contractor shall provide all training of VVTA staff and VVTA Direct Access staff required for successful implementation and operation of the system. The length of sessions proposed per training type shall be adequate to cover the required material in sufficient depth for the trainees to perform their responsibilities on the Contractor’s system. VVTA’s training philosophy is a “train-the-trainer” concept with a maximum utilization of Contractor generated course materials. The Contractor shall provide a list of the types of training required, recommended courses, content, length, and proposed schedule as part for their response. Courses needed to address the following staff positions. These positions include but are not limited to:

1. Customer Service Representatives and Supervisors 2. Routers/Schedulers 3. Dispatchers 4. I.T. 5. Administrative Staff 6. Management

The Contractor shall maximize its use of existing Computer Based Training courseware and MS PowerPoint to accommodate training. For each type of training, Contractor shall provide a Student Training Manual for each trainee (in both hard-copy and electronic format) and an Instructor Training Manual (in both hard-copy and electronic format) for use in providing equivalent training sessions in the future. The contractor shall video record all sessions and provide copies to VVTA. VVTA and Veolia will provide classroom space at their facility.

Instructors The principal instructors provided by the Contractor shall have had previous formal classroom instructor training and relevant experience with the system. The instructors shall demonstrate a thorough knowledge of the material covered in the courses, including interfaces to neighboring (connected) subsystems, as applicable, and familiarity with the training manuals, system documentation tools, and training aids used in the courses. When prerecorded lectures or other video presentations are part of a training course, the lecturer or a qualified substitute instructor shall be present to supplement and answer questions and discuss on the recorded material. A qualified instructor shall be present in person for training on all specific system elements. VVTA has the right to review and approve all instructors. Should an



instructor prove unsatisfactory to VVTA, the Contractor shall provide a suitable replacement. Manuals and Instructional Aids The Contractor shall prepare training manuals and submit them to VVTA for review prior to the start of classroom instruction. The training manuals shall be prepared specifically for use as training aids. Principal documents used for training shall be tailored to reflect all system hardware, software, and user requirements.

Upon completion of each course, instructor’s manuals, training manuals, and training aids shall become property of VVTA, and Contractor will assign copyrights to VVTA. As part of the delivered system documentation and the final documentation, the Contractor shall supply VVTA with all changes and revisions to the training manuals and other training documentation. VVTA shall have the right to copy all training manuals and aids for use in VVTA training courses. The Contractor shall furnish for use during training courses all special tools; equipment, training aids, and any other materials required to train course participants. The number of special tools and other training equipment shall be adequate for the number of participants attending the course.

J. DELIVERABLES The Contractor shall develop the following key deliverables; however, other interim deliverables may be created during the process.

Deliverable 1: System Implementation Design The Contractor shall prepare and submit the System Design and Implementation Plan to the Project Manager for approval prior to any installation. The plan should include at the least the following components: a) Project Plan and schedule; b) System Architecture for production and test environments, including

telephony components; c) Spoken Menu Structure; d) Based Configuration of Administrative tools and default parameters; e) Data import and export design including integration plan and design; f) Test and Training Plans; g) Installation and Production Deployment Plan;

Deliverable 2: System Installation The Contractor, with VVTA assistance, shall install the test system and contracted software meeting VVTA’s requirements for security and stability. VVTA will implement monitoring, backup, and security software to support and maintain the system.



Deliverable 3: Base/Test System Configuration and Data Population The Contractor, with VVTA collaboration, shall configure the test system to include: a) At least two, single mode, fully-populated transit data sets b) Fully layered, structured voice menus c) All required speech data to support required functionality d) All required system data to support required functionality e) Telephony connections for at least twenty phone lines f) Administrator accounts, access and permission setups

Deliverable 4: Test Execution Testing shall be performed according to the Test Plan and shall consist of, but is not limited to the following areas: a) Integration Test to validate transit data import and export requirements. b) Interface Test (Administrative Users) to verify administrative functions c) User Test (Customer Perspective, including customers with disabilities) to

verify ease-of-use d) Operations Test to validate backup, recovery and failure recovery procedures e) Data analysis/procedures to demonstrate successful operations of all

functionality over time.

The Contractor shall administer QA/Testing and document results to ensure that all system components and procedures work properly. Deliverable 5: Production Deployment The implementation shall consist of connecting the fully functional system to the public phone lines and performing pre-test on the customer interface to ensure proper operations. Deliverable 6: Documentation The Contractor shall provide VVTA with documentation necessary to effectively fulfill all of the system roles (IVR administration, operations and maintenance, etc.). Documentation includes, but is not limited to:



a) All project documentation (plans, status, design, architecture, etc.)

b) All build instructions c) User Administrator documentation d) Technical support documentation (Maintenance Plans, Update Plans, etc.) e) Examples and samples

Deliverable 7: Training The Contractor shall train the VVTA administrators to enable them to fully manage and maintain the IVR System. Deliverable 8: Production Acceptance

Production Acceptance shall be performed with all components and subsystems completely functional, operational, online, and in service. VVTA will monitor to ensure appropriate functioning of the IVR System from an administrative and customer standpoint. Contractor shall provide system reliability and usability metrics showing the performance. During Acceptance, Contractor shall provide support in accordance with the warranty.

K. DOCUMENTATION Complete system documentation shall be submitted for VVTA approval. Documentation shall at least meet the Contractor’s documentation standard evidenced in their response. A unique Contractor document number and system name shall identify each document. When a document is revised for any reason, a number, date, and subject in a revision block along with an indication of official approval by the Contractor’s Project Manager shall indicate each such revision. The Contractor shall provide a document index identifying all documents to be provided with the system. This includes all documents supplied with original equipment manufacturer (OEM) hardware/software and the Contractor’s own documents. The index shall describe each document and the document’s purpose, to help the user locate the appropriate document in the set of all system documentation. VVTA shall receive all draft system documents prior to the start of testing unless directed otherwise. Contractor-supplied documentation shall be provided in an electronic PDF file format. Final documentation shall be easily reproducible by VVTA and VVTA shall have the right to reproduce any documents supplied under this contract for its own needs. With respect to records claimed by the Contractor to be proprietary or confidential, VVTA will use good faith efforts to maintain the confidentiality of the records in accordance with the provisions of the California Public Records Act.



1. Document Review and Approval Rights To ensure that the proposed project conforms to the specific provisions and general intent of the Functional Specification the Contractor shall submit all documentation to VVTA for review and approval prior to finalizing the documents. VVTA shall have the right to require the Contractor to make any necessary documentation changes at no additional cost to VVTA to achieve conformance with the specification. Any purchasing, manufacturing, or programming implementation initiated prior to VVTA’s written approval of the relevant documents shall be performed at the Contractor’s risk. Review and approval by VVTA shall not relieve the Contractor of its overall responsibilities to satisfy system functions and features in accordance with the specification. 2. Original Equipment Manufacture Document Review Documentation of standard, third party hardware and software (if applicable) shall be furnished for VVTA review. VVTA reserves the right to determine whether the documentation accurately and completely describes all features and options of the hardware and software that pertain to the system. 3. Contractor and Third Party Document Review The Contractor’s and third party hardware and software may need, if applicable, to be customized to fully conform to the requirements contained within this document. VVTA shall have, in addition to the approval rights described above, full approval over the portions of the relevant document’s content and format pertaining to the modified or custom hardware, software, and firmware. 4. System Documentation System documents are those that describe the system hardware and software in technical detail. System administrators, site administrators and maintenance staff will use system documents to administer and modify the system, replace and upgrade hardware/software, and to identify and solve problems. 5. Configuration Control of Software, Hardware, Documents, and Training The Contractor shall develop and maintain three (3) inventory lists. The following inventory lists provide examples of the type of information required.

i. An inventory of all software and firmware, including product, version, purpose, and installed location.

ii. An inventory of all hardware, and installed location (if applicable). iii. An inventory of all-training material and classes presented. This shall

also include dates, attendees, and class records.



These shall be maintained and kept current by the Contractor until final acceptance of the system and copies shall be provided. 6. Standard Software/Hardware Installation, user and reference documentation for standard software/hardware shall be provided for VVTA review and approval in accordance with the requirements defined herein. Standard software/hardware is defined as commercial off-the-shelf products that fully satisfy the requirements of the Request for Proposal without the need for modification. 7. Program Source Code VVTA must be assured that its investment will be protected in the event that the Contractor becomes unwilling or unable to support it. VVTA is willing to negotiate non-disclosure, escrow or other agreements between the Contractor and VVTA. Details of hardware and software designs shall be fully disclosed to VVTA. If Contractor is unwilling to fully disclose software designs, Contractor may negotiate placing such designs in escrow. Nothing contained herein shall require Contractor to place in escrow designs for commercially available off-the-shelf (“COTS”) software that are not normally made available to Contractor by the supplier thereof. The Contractor shall provide VVTA with a machine-readable copy of all source code, and build support files for all components of the system. This includes code and help source files, “make”, batch and project files, libraries, and other compile/link components. The Contractor shall also document the environmental (i.e., hardware and software) variables within which the code is run. Contractor shall provide updates for source files as program updates are released during the initial and subsequent warranty and technical support periods. 8. Software Ownership and Rights in Technical Data VVTA specific application software specifically and exclusively designed for the VVTA system shall be the property of VVTA, and shall be delivered together with source code, associated hardware and all applicable documentation. To protect the interest of VVTA the source code will be held in escrow through the completion of the contract.

VVTA shall have the right to modify the VVTA-specific application software, however modification shall void any remaining warranty or liability associated with the software modified. Any liabilities for software not modified shall not be void. Contractor shall present a list of all VVTA-specific application software for review and approval by VVTA at the System Design Review. In no event shall the Contractor patent, copyright, or assume any other such ownership rights with respect to VVTA-specific application software. Without limiting the generality of the foregoing, the Contractor shall retain all rights to proprietary



information held by the Contractor prior to execution of the Agreement and subsequently used by the Contractor in the performance of the work under this RFP. Proprietary information include “trade secrets” as defined in 18 U.S.C. §1839 as well as all intellectual property for which the Contractor holds a current patent or copyright recognized under United States law. The Contractor shall grant to VVTA a non-transferable, non-exclusive, royalty-free right to use for the operation and maintenance of the system only. a. The inventions claimed in any patents owned by the Contractor or licensed

for the Contractor’s use. b. Any copyrighted works it owns or is licensed to use, for the lives of such

patents, licenses or copyrights. c. That the Contractor also grants to VVTA the right to use any trade secret or

other such proprietary right royalty-free to the extent that such trade secret or right is incorporated in any work performed under this contract.

The above provisions will bind subcontractors of the Contractor to the same extent as they bind the Contractor; however, the above provisions shall not be applicable to the acquisition of commercially available, off-the-shelf software for the work performed under this Agreement. 9. Database Design As part of the System Design document, Contractor shall provide database design documentation that completely describes both the logical and physical structure of the VVTA system database. The documentation shall define and describe the individual elements (file, tables, records and fields) and the relationships among them. Detail shall also include a detailed data dictionary. Any portions of the database developed or modified specifically for VVTA’s system shall be identified. Note that this requirement is for complete and thorough description of the physical and logical database schema. This will permit VVTA to develop and maintain interfaces between the system database and other applications, and will facilitate the development of complex custom reports and interfaces to other systems.

L. NOTICE OF COMPLETION When the Final Acceptance Test has been satisfactorily completed; VVTA shall issue a Letter of Completion to the Contractor indicating the date of such completion. The Contractor shall record the Notice of Completion upon receipt of the VVTA completion letter. This date of record shall be the start of the one (1) year warranty period.



M. WARRANTY The Contractor shall fully warrant all equipment and software furnished hereunder against defect in materials and/or workmanship for a minimum period of twelve (12) months from date of Notice of Completion by VVTA. If the standard manufacturer’s warranty period is greater than a twelve (12) month period, the Contractor shall provide the relevant warranty information in the response. If the Contractor is not the software manufacture, this shall not preclude the Contractor’s responsibility to provide the warranty. Should any defect in materials or workmanship, except ordinary wear and tear, appear during the above stated warranty period, the Contractor will, without delay and with the least practicable inconvenience to VVTA and without further cost to VVTA, repair or replace defective or otherwise unsatisfactory material furnished by the Contractor, or workmanship performed by the Contractor in any parts of said work. Should the Contractor fail to act promptly in accordance with these requirements, or should the demand of the case require repairs or replacements to be made before the Contractor can be notified or can respond to notification. The Contractor hereby agrees that VVTA shall have the right to make the necessary repairs or replacements at the expense incidental to making good any and all of the above guarantees and agreements.

1. Extended Warranty Agreement The Contractor shall provide VVTA a cost estimate for an optional five-year unconditional warranty, including 24/7 technical support, maintenance, parts and labor, beyond the initial one-year warranty period. The extended warranty plan shall include the aggregate cost of an initial three-year extended warranty period and then the annual costs to extend the warranty into years four and five. VVTA will retain the option to renew the extended warranty for the initial three-year period, then on an annual basis for years four and five.

N. PAYMENTS Milestone payments will be made to the Contractor based upon the achievement of specified VVTA project objectives with a 10% Project Contingency held for Final Acceptance. These objectives relate directly to tasks and ensure completion prior to an authorization to proceed. Payment amounts will be negotiated between the Contractor and VVTA, stated in the contract, and submitted on payment requests. Payment is authorized after achievement of the milestone is verified. As part of the RFP response, Contractors shall prepare and submit a draft milestone payment schedule based upon major milestone dates.



O. FUNCTIONAL SPECIFICATION

1. General The functional requirements presented in this specification are not to be considered restrictive. To the greatest extent possible, the Contractor shall use standard, field proven designs to meet the functional and performance requirements. It is not VVTA’s intent to purchase a prototype system; the system proposed by the Contractor shall be based on an existing product(s) of similar scope to that required by this specification. This specification is a functional specification although detailed requirements are sometimes expressed where necessary to convey design concepts. Typical configurations are also utilized to convey design objectives and functional requirements. Contractors, however, may propose alternative design approaches better suited to the characteristics of the Contractor’s standard products if it represents a superior compromise between performances and cost while maintaining functional equivalency. 2. Demand Response Dispatch Software System Function The Contractor shall supply a functionally complete system, including voice/speech recognition software. If there are any software or hardware elements not explicitly defined in this specification, which are necessary to make the system complete, the Contractor shall furnish all such items. The system must be capable of the following functionality to be considered an acceptable system application by VVTA:

a) Integrate seamlessly with VVTA’s CTMS. It must have open “client-server” architecture, and be able to integrate interactively in real-time with other technologies such as MDT systems and CAD/AVL systems.

b) Require VVTA Direct Access clients to enter a Personal Identification

Number (PIN) to proceed with accessing the IVR function. c) Ability for riders to confirm previously scheduled trips via the phone d) Ability for riders to cancel trips via the telephone. e) Ability to do Call Backs to rider supplied phone numbers the night

before the day of service to provide rider’s trip times; and give the rider an opportunity to cancel their scheduled trip at this time.

f) Ability to provide Arrival Notification calls when triggered by the in-

vehicle AVL System to PASS and on to the system.



g) Ability for riders to quickly ascertain the Estimate Time of Arrival (ETA) of their pick-up, which will require interactive integration in real-time with other technologies such as MDT systems and CAD/AVL systems.

h) Available in multiple languages (English and Spanish) with the ability to add additional languages. Please describe how multiple languages are supported by the system including how they will be maintained during system changes.

i) Ability to send SMS and MMS text messages to clients.

3. Administration of System

a) Late cancellation window should be configurable, and if cancellation is within window should notify caller and/or transfer to an agent.

b) System will allow for minor modifications of script vocabulary and

content by VVTA staff without intimate knowledge of VXML or any other core scripting languages. Please describe in detail how minor changes to the script can be made. Describe any validation tools available that ensure script changes have not resulted in a broken menu flow or missing recordings.

c) Ability to setup optional surveys to poll riders on information. Please

describe the steps required to setup a new survey and to report on results. Please describe the survey question types that are available.

d) Support text-to-speech e) Support Voice Recognition f) Provide the ability to setup floodgate messaging and canned bulletins

throughout script, as well as messaging to select customer groups (e.g., dialysis clients or “Conditional” certified clients or blind customers). Please provide the steps required to add/modify an announcement and any available parameters describing when the content should be played.

g) System should be scalable to accommodate increased call volume.

Please describe in detail how your system and architecture meet these criteria

h) Should allow for easy maintenance of all recorded vocabulary. Please describe the tools and methods of maintaining vocabulary of the IVR system.



4. Dial Out Capabilities

a) Shall support the following types of messages:

i. Next day trip reminders – including option for client to cancel their trip at the time of the call.

ii. Vehicle Arrival Notifications – call reminding clients that the

vehicle will be arriving shortly.

iii. Vehicle Schedule Update Notification – call notifying clients that the vehicle is delayed/ahead of schedule and will be missing the promised pickup window.

iv. Other Message Types – pleas describe other massage types

your system will support.

b) Shall allow customers the option of not receiving one or more of the above mentioned reminder calls on a temporary or permanent basis.

c) Shall support the delivery of all message types to numerous telephone

numbers and/or numerous email addresses for any one client. d) Shall allow VVTA to configure delivery parameters for each message

type, including:

i. Number of retries ii. Delivery window (e.g., from 6:00 p.m. to 9:00 p.m.) iii. Expiry Time iv. Voicemail and non-voicemail messages

e) Shall be able to detect multiple types of answering machines – please

describe in detail how the proposed Dial out Application deals with Voicemail and answering machines.

f) Shall support email, SMS and MMS text messaging to clients. g) Shall allow callers to transfer to an agent or jump back into the main

system without calling back. h) Shall have reporting capabilities including Call Back Summary. i) Documented database schema allowing VVTA to create custom

reports.



5. Customer Interface

The customer interface shall consist of voice prompts to which the customer may respond by phone touch-tone key selection or voice response. The customer may also be referred to as the “caller.” The voice menu will provide access to the system twenty-four hours per day (24X7). Contractor shall describe the proposed solution to meet ADA accessibility standards and indicate what level of accessibility can be met. Must provide reference sites where the stated accessibility level has been achieved. Contractor shall also specify how the System spoken menu provides informational messages, special services, and emergency level information. The system should present an accessible, encouraging, and non-threatening interface:

a) Let callers know what to expect from the system immediately. This is a simple rule that applies to any customer experience - present a pleasant greeting and explain succinctly what the system can and will do for the caller.

b) Do not hide the option for callers to speak with a live agent. No matter

how useful a system is for customers, there will always be times when customers want and need to speak to a live agent to resolve their issue.

c) Whenever possible, give the caller an approximate time for the

completion of the request. If transferring to a live agent, let the caller know the expected hold time and provide options to go back into the IVR system.

d) Do not make callers repeat information collected in the system to the

live agent to whom they are transferred. If you want callers to believe that the system can help them resolve a problem, respect the time they put into the system and do not ask for the same answers twice.

e) Provide callers with an option to navigate the system using touch-tone

(keypad) or speech recognition. Let callers choose the most effective option based on their general preferences, location or understanding of the system. For instance, someone calling from a cell phone may find it difficult to make menu choices using the phone keypad, but will be able to make those same choices using speech recognition.

f) Personalize the system for each caller by integrating with our

customer databases and PASS software. If callers know that the system recognizes their identity, they will be far more likely to stay in the system.



g) Identify and communicate a few universal commands that are

recognized at any time during the call. Examples include "beginning" to go back to the start of the dialogue; "help" to get detailed information on the current request for input and “representative” /”customer service” / “operator” to transfer to a live agent .

h) Keep the interface simple - use closed, short prompts; limit the number

of menu choices; and request simple, one-word responses. Callers will only use the system if they perceive that it is easy to use and useful in resolving their issue or information request.

i) Always let the caller know what is happening. Keep in mind that the

system dialogue should be similar to a conversation between two human beings. The system should explain pauses with messages such as "Thanks for the information, let me look up your account" or "I am trying to find the most appropriate person to handle your request".

j) Provide courteous, smooth error-handling. Generic error messages

that are not tailored to the caller's specific situation will drive callers away from the system. The system should always take the blame for errors.

The System shall meet a high standard of usability including:

a. Error-resistance from the customer perspective b. Consistency in touch-tone responses c. A clear, low-depth structure d. 99% uptime e. Trip cancellation capabilities f. Trip reminders g. Integration with MDT and CAD / AVL technologies

The System shall be designed to include:

a. First Level Message - The System shall be designed such that a welcome message shall be the first response to incoming callers. This message has no dependency on transit data.

b. Spanish Option – The System shall be designed such to allow caller to

hear process in Spanish. c. Optional Message - It must be possible for an additional optional

message to be spoken after the welcome message. This message has no dependency on transit data.

d. Time-Out Response - The System shall be designed such that calls

with “no touch tone or voice response” with a short period of time



(time-out) by the customer are acted upon automatically. Contractor shall specify proposed options for calls that time out.

e. System Flow - The voice prompts shall promote utilization of

automated transit information as a first choice over communication with a live representative.

f. Customer Service Office (CSO) - An explanation and option to transfer

to VVTA’s automatic call distribution (ACD)-managed CSO shall be offered in the first level menu.

g. Key-Ahead Selections - The voice system structure shall provide key-

ahead of touch-tone inputs such that experienced users do not have to wait for voice messages or prompts to complete prior to making a touch-tone selection.

h. Transfer Option - At any time during the call, the customer may

request a transfer to VVTA’ CSO via touch-tone key. The touch-tone key used for the selection shall remain consistent throughout the customer interface.

i. Repeat Message - During or after a segment of voice message (for

example, a menu level) or during a voice data response (for example, a list of departure times) the customer can opt to repeat the message.

j. Start-Over Option - At any time within the automated system except

when entering data, the customer shall be able to return to the first level menu (main menu).

k. The System shall be designed for access by customers with a wide

range of disabilities including individuals who are blind or have low vision, are deaf or hard of hearing, have developmental or learning disabilities, have slower response times, and so forth. The design shall conform to the standards of the:

i) Americans with Disabilities Act, of 1990 Title II as it pertains to State and Local Government Activities and to Public Transportation; ii) Rehabilitation Act of 1973, sections 504; and iii) Communications Act of 1934, Sections 255 and 251 (a)(2), as amended by the Telecommunications Act of 1996.

6. Customer Service Office The System shall manage call transfers to the reservations/dispatch where calls may be answered by a queue, and to individual numbers that may be answered by a live person or voicemail. VVTA reservations/dispatch does not operate 24/7, therefore live agents are not always available.



The IVR System shall handle transfers to reservations/dispatch:

a. Office Closed – When a transfer request is initiated by a caller when the ACCESS office is scheduled to be closed, the System shall provide an informational message, specific to that office, to that caller, and then return the caller to the first level of the System voice menu.

b. Transfer Caller – When a transfer request to the reservations/dispatch

is initiated by a caller during scheduled open hours, the System shall transfer the caller if an agent or queue space is available.

c. Retain Caller – When a transfer request is initiated by a caller during

ACCESS scheduled open hours when reservations/dispatch agents are busy and the phone queue is full, the System shall detect the queue busy condition, hold the call, announce the situation and provide the IVR menu options for automated assistance. If the proposed system does not provide this feature the Contractor shall describe how such calls are managed.

7. System Administrative Functions System administrator has secure access to the software and performs management functions that support the end user and data management. The System shall provide administrative functions to manage required functionality. Contractor shall submit sample screen shots and a high level diagram of major menu options and tools provided. The functions include:

a. Managing paratransit schedule data including initiating or reviewing

any automated processes, incorporating new data, and adding system specific data.

b. Ensuring the system is functioning properly for the customers including

managing the voice menus, messages, individual voice recordings, and general usability and smoothness of the voice and prompts system. The system should be capable of 99% uptime and able to accept in-bound calls from local, long- distance and toll-free numbers. Messages should be delivered from the system to customers via telephone, internet, and/or telephone devices for the deaf (TDD)/711.

c. Organizing and reviewing statistical data retrieved by the system for

reporting to management for the purpose of evaluating System usage, call transfer requests, and specific function, route or directional requests within the system.



d. System administration functions shall be available 24 hours per day, excluding certain maintenance hours.

e. The System administrator interface shall be accessible via networked

PC. f. An administrative environment at a high level; e.g. web-based, client

server, etc., including any remote access capabilities. g. Appropriate security shall be in place to manage access to the

schedule and voice data repository and management interface. h. Support for multiple security access levels. i. Applying different security levels to specific users. j. Ability to restrict access to specific sections of the repository. k. The interface shall be primarily menu driven. Command line options

are acceptable. Contractor shall specify any command line tools not available via a menu.

l. The System should be consistent with respect to menu-based options

between menus. m. Functions for editing similar to those found in most Windows

application shall be provided. These functions include drop down, fast-key, “right click” selections for cut, copy, paste, find, replace, delete, and other often-used functions.

n. Menu fonts and colors must support visually impaired users and

should be consistent with other Windows applications. n. Contractor shall explain what menu functions are adjustable or

configurable, and how the adjustments to the menu functions are made. The system shall provide acknowledgement, confirmations or warnings, when adjustments to menu functions are made. Any exception should be noted and explained.

o. It is preferred that data changes by the administrator are immediate

except for deletes or other actions that could adversely impact the live system. Contractor shall indicate how data changes are handled by the system and any configurable options for modifying the default behavior, and explicitly describe any secondary approvals required, especially for actions which commit data or have the potential to adversely impact the live system.

8. Transit Data Management



The System shall provide a structured method for incorporating new data into the system. Contractor shall provide an administrative overview for incorporating new data into the System.

a. Multiple data sets shall be supported such that the administrator may edit, copy, make available, compare, archive, and otherwise manipulate the data as needed. Contractor shall specify if there is a maximum number of data sets supported by the system and additional requirements or limitations should additional data sets be desired in the future.

b. Contractor shall indicate the criteria for identifying data sets within the

System.

c. The administrator shall have the ability to delete a data set within the System.

d. Any process for incorporating new schedule data into the System shall

be manually initiated by the System administrator. The process of incorporating that data is the build process.

e. The administrator shall be able to specify the data set to be

incorporated into the System. Contractor shall indicate the criteria and process for identifying required source data when new transit data becomes available.

f. When new transit data is available in the source system, and identified

by the administrator for a build, the System shall provide comparison of the new data with another transit schedule data set in the System. Differences between the two shall be clearly indicated so that the administrator can identify key changes at a glance. Data change comparison shall:

i. Specify the default report format for data comparisons, and if

multiple formats are available. ii. Provide options for printing data change information. iii. Specify any configurable parameters that govern the Data

Change Comparison and when and how those parameters are set.

iv. Contractor shall specify how the administrator can make

specific data changes or additions within any data set.

g. Contractor shall specify how the administrator can manage the IVR system remotely.



P. SPECIAL FEATURES The management interface must provide for administration of all irregular transit related information provided to the customer. Contractor shall explain options to

i) utilize default route vocabulary, ii) manually override route vocabulary, and iii) automate route vocabulary based on transit criteria. If this function requires

customization or added cost to implement, Contractor shall provide additional costs and estimated maintenance impacts in the appropriate section.

The Contractor shall provide any additional information related to management of transit information, especially as it relates to functions that the proposed system automates administrative options for overriding vocabulary and data defaults and any specific requirements for manual administration of transit related information.

1. Usage Data Collection and Reporting

The System shall collect customer data and provide reports for administrator review and manipulation used to evaluate customer usage of the system. The Contractor shall describe the level to which data may be collected for incoming customer calls and for the touch tone responses to menu options. The System must automatically screen-display system status, including line and menu activity, as well as call volumes by line and menu category. This reporting must be in “real time” so that current call volumes and percentages are available. Screen reporting should be defined from the menu, and have the ability to be set to update for any time period staff requires. In addition to on-screen reporting, the System should generate a running data file containing call statistics. This file should be available for printed report generation and/or communication to other workstations on a network. Separate management of report files allows automated printing, file transfer and/or deletion. VVTA must have the ability to define its own reporting periods and intervals from this file, i.e. hourly, daily weekly and/or monthly for any effective period. Reports shall have the ability to be generated while the system is on-line. The Contractor shall describe how the system meets the following desired reporting features and any other standard reporting capabilities deemed relevant or significant: a. Administrator Selectable Reporting Periods b. Usage Detail c. System Usage d. Selection and Output Options e. Automatic Generation f. Report Archival g. Security Access to Reporting Features h. Other Relevant Reporting Features



The Contractor shall provide examples of formatted reports available to administration / users. 2. Vocabulary Management The system will use human-quality speech vocabulary, which is to be assembled into a smooth-flowing dialogue. Speech must be spoken in English and Spanish. It must have the capability to add other languages as required. Speech creation should be fully integrated with the menu-builder; i.e. changes to any phrase in the menu should be automatically implemented at every location where that phrase occurs. The System must be capable of recording vocabulary in any voice, and any language. 3. Script / Call Dialogue Changes The system must support vocabulary text creation, recording, sound editing, and storage in a manner that is fully integrated with menu development. The vocabulary management features must enable VVTA to create new vocabulary, search and edit existing vocabulary, etc. and to implement these changes in the System menu. Menu development should provide telephone and voice handling, “run-time” message recording, data manipulation, both local and remote database read/write and lookup functions, data interface, network connectivity, use of time and date, creation and use of variables in the menu, automated language play, etc. 4. Control and Time-Based Activation of Dialogue The System must be able to be staff controlled via both the workstation keyboard and by secure phone access. Messages must be able to be recorded and placed on the system, dialogue altered, call-handling modified, etc. via the phone line. For example, authorized staff should be able to call the phone line from the field or at home, gain password-protected access to the System and record, activate or deactivate messages. 5. Run-Time Diagnostic Software The System will provide both ongoing regular displays of system activity, and specialized tracing. Menu marking, system diagnostics, detailed trace file generation and other tools useful in monitoring system operation and menu development/analysis shall be provided. 6. Data Backup Data elements and messaging must have the capability to change “on-the-fly” without disrupting or terminating calls in progress. Capability to backup to tape, and/or to network backup media, must be available while the system is operating.

7. Survey Module



The System should optionally allow VVTA to set up and conduct automated surveys of callers. Callers taking the survey will respond to spoken questions by pressing keys on their touch-tone phone. Responses should be stored automatically in a survey database. Pre-formatted reports of survey results shall be available. In addition, administration staff must have the capability of formatting their own reports.

Q. Functional Requirements

SPECIFICATIONS MATRIX

This matrix must be completed and included in all proposals submitted for this project. Failure to do so may result VVTA’s refusal to consider the proposal. Responders are to indicate Y, N or E for Exceptions. And may provide comments or alternatives proposed.

Technological Capabilities Y N E COMMENTS Are user interfaces available in a Windows based environment that require only the necessity of the latest web browsers functionality? Are user interfaces accessible using only a standard web browser, such as Microsoft Internet Explorer? Will the proposed solution go live with both web based system and the Mobile Data Terminals simultaneously? Is the technology completely web-based and not a web front on top of a PC based solution? Is the stability of the web based system capable to ensure 99.9% up time? Does the system have the capability to schedule trips online without the need for human intervention while still allowing human intervention when desired? Reservations Y N E COMMENTS Does the reservations system have the capability to identify customers from just typing a few letters of either the customer first or last name?



Does the system have the capability to automatically populate the reservation screen with the customer data, including commonly used locations, mobility device, eligibility, PCA, etc. after the individual has been identified? Is the reservations process utilizing auto-complete functionality when finding addresses and common locations to reduce reservations errors? Is the reservations system able to automatically schedule a vehicle based on GPS position of vehicles and information of other trips? Does the system track who made the reservations? Does the system allow for customized comments to be placed in the system for the trips? Are trip cancellations intuitive and can users cancel multiple trips at once? Does the system accommodate subscription trips and allow for easy modification, corrections, and cancellations? Can trip edits be accomplished in nearly real time and are they exception based? Is the system able to schedule the trip and provide the negotiated time on the reservation interface within a few seconds or less on average after a reservationist collects all trip information?

Is the system capable of utilizing Google Transit integration for offering the choice to redirect a Demand Response request to fixed route? Dispatching Y N E COMMENTS Is dispatching automated without the need for a dispatcher to manually select information that must be sent to the vehicle?



Does the system provide dispatchers with web based tools to proactively manage real-time data related to OTP, no-shows, cancellations, subscriptions and late trips? Is real time vehicle arrival information available to allow dispatch to provide trip information to customers? Does the system automatically send updates of the dispatched trips to the MDTs? Does the system provide web based tools for managers/supervisors/contractors to monitor their drivers performance on real-time? Scheduling Y N E COMMENTS Is the scheduling process completely automated and does it have a proven capability to function without a scheduling position initiating the scheduling? Is the automated scheduling process continuously looking to improve schedules based on real time operating factors such as cancellations, no-shows, vehicles positions, driver performance etc.? Does the scheduling process use hourly and day of week dependent congestion factors? Does the automatic scheduling process take into account different space requirements? Is the system able to automatically re-optimize the manifests on the day of service to maximize adaptation to the changes without requiring the user to initiate the process? Does the system optimize same day trip orders with advance trip orders and automatically send updates to the MDT’s? Does the system automatically adjust the manifests for drivers running late or early?



Does the system generate the manifests in increments during the day of service to ensure maximal adjustment to changes?

Reporting Y N E COMMENTS Does the solution provide reports that meet Federal (National Transit Database) and State requirements? Are the reports completely web-based? Are all reports exportable in csv, pdf, word and excel formats? Can reports be run on schedule and on demand? Does the system provide reports to monitor the staff’s reaction to problem alerts such as no-shows, excessive loading /unloading times, drivers performing stops far away from location etc.? Does the system support real time web based operational supervision and On Time Performance reporting? Does the scheduling process use street level GIS map data speed information to calculate driving length and duration? Does the scheduling process use street level GIS map data to identify one-way street information to calculate driving length and duration? Is the scheduling process using street level GIS map data to identify turning restrictions to calculate driving length and duration? AVL Y N E COMMENTS Are dispatchers able to view real-time vehicle positions in mapping applications such as Google Earth?



Does the system support integration with mapping tools like Google Earth to investigate no-show and complaint issues at stops? Can the system display geo-coded stop locations and reported stop arrival and departure locations? Does the system keep an event-log for the creating, editing, adding, changing for each customer profile? Is training intuitive and can training be completed in a very short timeframe? Is the reservations process for the system straightforward and easy to complete? Personnel Y N E COMMENTS Does the proposed project manager for the project implementation have a strong demand response transit operations background as well as a strong technology background? MDT Y N E COMMENTS Are the MDT units portable, so that installation is not required in the vehicles? Do the MDT units send the arrival information to each stop in real time? Does the arrival information contain GPS location information? Does the MDT unit send the departure information from each stop in real time? Does the arrival information contain GPS location information? Do the MDT’s post a warning for the dispatcher if driver tries to perform a stop while the vehicle is too far away from the stop location? Do the MDT's automatically send confirmation to the server for the manifest updates received from the server by the MDT?



Do the MDT’s provide a reminder for the driver if driver has arrived within the geofence but has not performed the arrival at the estimated time for the stop?

ATTACHMENT B – REGULATORY REQUIREMENTS RFP 2015-02 – DEMAND-RESPONSE DISPATCHING SOFTWARE

VVTA RFP 2015‐02 Page 1 of 28 Rev. 01/2015 ATTACHMENT B – REGULATORY REQUIREMENTS

Table of Contents: ADMINISTRATIVE CODE.................................................................................................. 2 DISCRIMINATION.............................................................................................................. 2 WHISTLEBLOWER REQUIREMENTS.............................................................................. 3 PUBLIC RECORDS ACT.................................................................................................... 3 ACCESS TO RECORDS.................................................................................................... 3 FEDERAL FUNDING, INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS, AND FEDERAL CHANGES................................................................................. 4 ENERGY CONSERVATION REQUIREMENTS................................................................. 5 CIVIL RIGHTS REQUIREMENTS...................................................................................... 5 NO GOVERNMENT OBLIGATION TO THIRD PARTIES.................................................. 6 PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS ........................................................................................................................................... 6 SUSPENSION AND DEBARMENT................................................................................... 7 RECYCLED PRODUCTS.................................................................................................. 7 CLEAN WATER AND CLEAN AIR REQUIREMENTS........................................................ 8 COMPLIANCE WITH FEDERAL LOBBYING POLICY....................................................... 8 BUY AMERICA................................................................................................................... 8 CARGO PREFERENCE..................................................................................................... 9 FLY AMERICA.................................................................................................................... 9 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT....................................... 10 DISADVANTAGED BUSINESS ENTERPRISE (DBE) 49 CFR Part 26............................. 11 ADA ACCESS..................................................................................................................... 12 ALCOHOL AND DRUG-FREE WORKPLACE PROGRAM................................................ 14 TRANSIT EMPLOYEE PROTECTIVE ARRANGEMENTS................................................. 15 BONDING REQUIREMENTS............................................................................................. 16 DAVIS-BACON AND COPELAND ANTI-KICKBACK ACTS............................................... 16 PRIVACY ACT - 5 U.S.C. 552............................................................................................ 24 TERMINATION 49 U.S.C. Part 18 FTA Circular 4220.1F.................................................. 25 SEISMIC SAFETY REQUIREMENTS 42 U.S.C. 7701 et seq. 49 CFR Part 41................ 26 BREACHES AND DISPUTE RESOLUTION 49 CFR Part 18 FTA Circular 4220.1F......... 27 VETERANS PREFERENCE............................................................................................... 28



REGULATORY REQUIREMENTS * Marks Required Subcontract Provision that must flow down to all subcontractors as defined in the Article entitled SUBCONTRACTORS AND SUPPLIERS herein RR-01 ADMINISTRATIVE CODE * A. Applicability

This Article applies to all contracts.

B. Compliance with §§1090 et. seq. and §§87100 et. seq. of the California Government Code

Contractor shall comply with all applicable provisions of §§1090 et. seq. and §§87100 et. seq. of the California Government Code. Without reducing or affecting its obligation to comply with any and all of said provisions, Contractor specifically covenants: 1. Contractor shall not cause or permit any member, officer, or employee of Victor Valley

Transit Authority (VVTA) to have any financial interest in the Contract; 2. Contractor shall not enter into any Subcontract involving services or property with a person

or business prohibited from transacting such business with VVTA; 3. Contractor warrants and represents that to its knowledge no Board member, officer, or

employee of VVTA has any interest, whether contractual, non-contractual, financial or otherwise, in this Contract, or in the business or any other contract or transaction of the Contractor or any Subcontractor and that if any such interest comes to Contractor’s knowledge at any time, Contractor shall make a full and complete disclosure of all such information in writing to VVTA.

C. Campaign Contributions

Neither Contractor nor its Agents shall give or offer to give any campaign contribution to any member of VVTA Board of Directors in violation of the California Government Code §§84300 et seq., or of the Administrative Code. Contractor shall submit a Certification of Campaign Contributions with all COs of two hundred thousand dollars ($200,000) or more.

RR-02 DISCRIMINATION * A. Applicability This Article applies to all contracts B. In connection with the performance of Work provided for under this Contract, Contractor

agrees that it will not, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, medical condition, marital status, sex, sexual orientation, or age, discriminate or permit discrimination against any person or group of persons in any manner prohibited by Federal, State or local laws.



RR-03 WHISTLEBLOWER REQUIREMENTS * A. Applicability This Article applies to all contracts. B. Contractor shall not adopt any rule, regulation, or policy preventing an employee from

disclosing information to a government or law enforcement agency, where the employee believes the information discloses violation or noncompliance with a state or Federal regulation; nor shall Contractor retaliate against an employee for taking such actions as set forth in the t. seq.

RR-04 PUBLIC RECORDS ACT * A. Applicability

This Article applies to all contracts.

B. Except as otherwise provided herein, all records, documents, drawings, plans, specifications,

and all other information relating to the conduct of VVTA business, including all information and documents submitted by Contractor (“Records”), shall become the exclusive property of VVTA and shall be deemed public records. Said Records are subject to the provisions of the California Public Records Act (Government Code §6250 et. seq.). VVTA use and disclosure of its records are governed by this Act. VVTA will use its best efforts to inform the Contractor of any request for any financial records or documents marked “Trade Secret”, “Confidential” or “Proprietary” provided by Contractor to VVTA. VVTA will not advise as to the nature or content of documents entitled to protection from disclosure under the California Public Records Act.

C. In the event of litigation concerning the disclosure of any Records, VVTA sole involvement will be as a stakeholder, retaining the Records until otherwise ordered by a court. The submitting party, at its sole expense and risk, shall be fully responsible for any and all fees for prosecuting or defending any action concerning the Records and shall indemnify and hold VVTA harmless from all costs and expenses including attorney’s fees in connection with any such action.

RR-05 ACCESS TO RECORDS * A. Applicability

This Article applies to all federally funded contracts.

B. Contractor agrees to provide VVTA, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this Contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C. F. R. 633.17 to provide the FTA Administrator or the FTA’s authorized representatives, including any FTA Project Management Oversight Contractor, access to Contractor's records and construction sites pertaining to a major capital project,



defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311.

C. If this Contract is for a capital project or improvement (defined at 49 U.S.C. 5302(a) 1) and

was entered in to through other than competitive bidding, the Contractor shall make records related to this Contract available to VVTA, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection.

D. Contractor shall permit any of the foregoing parties to reproduce without any cost by any

means whatsoever or to copy excerpts and transcriptions as reasonably needed. E. Contractor shall maintain all books, records, accounts and reports required under this

Contract for a period of not less than three years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until VVTA, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto.

RR-06 FEDERAL FUNDING, INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS, AND FEDERAL CHANGES* A. Applicability


B. This Contract includes, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the Contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, dated November 1, 2008 and revised March 18, 2013 (including any changes), 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 this Contract. Contractor shall not perform any act, fail to perform any act, or refuse to comply with any VVTA requests which would cause VVTA to be in violation of the FTA terms and conditions. This Contract is subject to a financial assistance agreement between VVTA and the Federal Transit Administration of the US Department of Transportation and all laws, regulations, guidelines, and provisions of the financial assistance agreement apply to this Contract and are incorporated by reference as if fully set forth herein.

C. Contractor shall at all times comply with all applicable federal laws and regulations, including

without limitation FTA regulations, policies, procedures and directives, including those listed directly or by reference in Applicable Grant Agreements between VVTA and FTA, as they may be amended or promulgated from time to time during the term of this Contract collectively “Federal Requirements”. These Federal Requirements may change and the changed Federal Requirements will apply to this Contract as required unless the Federal Government determines otherwise. Contractor's failure to so comply with the Federal Requirements shall constitute a material breach of this Contract.

RR-07 ENERGY CONSERVATION REQUIREMENTS



A. Applicability


B. Contractor shall 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 42 USC §6321 et seq.

RR-08 CIVIL RIGHTS REQUIREMENTS *

A. Applicability

This Article applies to all federally funded contracts. B. Nondiscrimination

In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. §12132, and Federal transit law at 49 U.S.C. § 5332, Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, Contractor shall comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

C. Equal Employment Opportunity

(1) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil

Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. §5332, Contractor shall comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect activities undertaken in the course of the Contract. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, Contractor shall comply with any implementing requirements FTA may issue.

(2) Age - In accordance with section 4 of the Age Discrimination in Employment Act

of 1967, as amended, 29 U.S.C. § 623 and Federal transit law at 49 U.S.C. § 5332, Contractor shall refrain from discrimination against present and



prospective employees for reason of age. In addition, Contractor shall comply with any implementing requirements FTA may issue.

(3) Disabilities - In accordance with section 102 of the Americans with Disabilities

Act, as amended, 42 U.S.C. §12112, Contractor shall comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, Contractor shall comply with any implementing requirements FTA may issue.

(4) Contractor shall include these requirements in each subcontract, modified only if

necessary to identify parties, as required by Federal regulations. RR-09 NO GOVERNMENT OBLIGATION TO THIRD PARTIES *

A. Applicability

This Article applies to all federally funded contracts. B. Notwithstanding any concurrence by the Federal Government in or approval of the

solicitation or award this 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 VVTA, Contractor, or any other party (whether or not a party to that Contract) pertaining to any matter resulting from this Contract. Contractor shall include this Article in each Subcontract and shall not modify the Article, except to identify the Subcontractor who will be subject to its provisions.

RR-10 PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED

ACTS *

A. Applicability

This Article applies to all federally funded contracts. B. 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, shall apply to actions pertaining to this Contract. Upon execution of this Contract, 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 this Contract or the FTA assisted project for which this Contract work is being performed. In addition to other penalties that may be applicable, 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 Contractor to the extent the Federal Government deems appropriate.

C. Contractor also acknowledges that this Contract is connected with a project that is

financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. §5307 and if it makes, or causes to be made, a false, fictitious, or



fraudulent claim, statement, submission, or certification to the Federal Government, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on Contractor, to the extent the Federal Government deems appropriate.

D. Contractor shall include this Article in each subcontract financed in whole or in part with

Federal assistance provided by FTA. Contractor shall not modify the Article, except to identify the Subcontractor who will be subject to the provisions.

RR-11 SUSPENSION AND DEBARMENT*

A. Applicability

This article applies to federally funded contracts and subcontracts at any level expected to equal or exceed $25,000 as well as any contract or subcontract (at any level) for Federally required auditing services.

B. This Contract is a covered transaction for purposes of 49 CFR Part 29. As such,

Contractor shall verify that none of the Contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. Contractor shall comply with 49 CFR 29, Subpart C and shall include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into.

C. By entering into this Contract, Contractor certifies that it shall comply with the

requirements of 49 CFR 29, Subpart C throughout the period of this Contract. This certification is a material representation of fact relied upon by VVTA. If it is later determined that Contractor knowingly rendered an erroneous certification, in addition to remedies available to VVTA, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

RR-12 RECYCLED PRODUCTS

A. Applicability

This Article applies to federally funded operations/management, construction, or materials & supplies contracts for items designated by the Environmental Protection Agency, when procuring $10,000 or more per year.

B. To the extent practicable and economically feasible, a competitive preference shall be

given for products and services that conserve natural resources and protect the environment and are energy efficient.

C. The Contractor agrees to comply with all the requirements of Section 6002 of the

Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247.

RR-13 CLEAN WATER AND CLEAN AIR REQUIREMENTS*



A. Applicability

This Article applies to all federally funded contracts over $100,000.

B. CLEAN WATER REQUIREMENTS

Contractor shall comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., and all applicable clean water standards of the State of California and any state or local agency having jurisdiction. Contractor shall report each violation to VVTA. VVTA will, in turn, report each violation as required to FTA and the appropriate EPA Regional Office, and all other agencies having jurisdiction.

C. CLEAN AIR

Contractor shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. and all applicable Clean Air Standards of the State of California or any state or local agency having jurisdiction. Contractor shall report each violation to VVTA. VVTA will, in turn, report each violation as required to FTA, the appropriate EPA Regional Office and all other agencies having jurisdiction. C. Contractor shall include this Article in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA.

RR -14 COMPLIANCE WITH FEDERAL LOBBYING POLICY *

A. Applicability

The following Article applies to federally funded contracts over $100,000 . B. The Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, requires that 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,” attached hereto as the certification entitled, "Certification of Compliance with Federal Lobbying Requirements." As set forth in the certifications, each tier of subcontractors shall certify 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 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 shall be forwarded from tier to tier up to VVTA.

RR-15 BUY AMERICA *

A. Applicability



The following Article applies to federally funded rolling stock purchase and construction contracts over $100,000 and to contracts over $100,000 for materials & supplies for steel, iron, or manufactured products.

B. Contractor shall comply with 49 U.S.C. 5323(j) and 49 CFR Part 661, which provide that

Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 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, and 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. Rolling stock must be assembled in the United States and have a 60 percent domestic content. VVTA may investigate Contractor's, any Subcontractor's, and any Supplier's compliance with this Article. If an investigation is initiated, Contractor, Subcontractor, or Supplier shall document its compliance, in accordance with 49 CFR 661.15, and cooperate with the investigation. Contractor shall incorporate the Buy America conditions set forth in this Article in every subcontract or purchase order and shall enforce such conditions.

C. FTA requires a Buy America certification to be submitted with the proposal, or the

proposal shall be considered non-responsive. RR-16 CARGO PREFERENCE*

A. Applicability

The following Article applies to federally funded contracts involving equipment, materials, or commodities which may be transported by ocean vessels

B. USE OF UNITED STATES FLAG VESSELS

Contractor shall 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 this Contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels. Contractor shall 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 leading for shipments originating outside the United States, a legible copy of a rated, "onboard" 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 VVTA (through Contractor in the case of a subcontractor's bill-of-lading.) Contractor shall 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.

RR-17 FLY AMERICA

A. Applicability



This Article applies to federally funded contracts if the contract or subcontracts may involve the international transportation of goods, equipment, or personnel by air.

B. Contractor agrees to comply with 49 U.S.C. 40118 (the “Fly America” Act) in accordance

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

RR-18 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT *

A. Applicability

This Article applies to federally funded construction contracts over $2,000 (including ferry vessels), rolling stock purchases over $2,500 and to operations/management contracts over $2,500 (except transportation services)

B. Pursuant to the Labor Standards Provisions Applicable to Non-construction Contracts

subject to the Federal Contract Work Hours and Safety Standards Act, 40 U.S.C.A. § 327 through 332 as implemented by U.S. Department of Labor regulations, 29 CFR 5.5 (b) and (c) Contractor and Subcontractor’s contracting for any part of the Contract work shall comply with the following:

1. Overtime requirements – Neither Contractor nor any Subcontractor contracting for any part of the Contract work that requires or involves the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

2. Violation; liability for unpaid wages; liquidated damages – In the event of any violation of the Article set forth in paragraph (1) of this Article Contractor and any Subcontractor responsible therefore shall be liable for the unpaid wages. In addition, Contractor and Subcontractor shall be liable to the United States 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 the clause set forth in paragraph (1) of this Article, in the sum of ten dollars ($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 the clause set forth in paragraph (1) of this Article.



3. Withholding for unpaid wages and liquidated damages – VVTA 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 monies payable on account of work performed by Contractor or Subcontractor under the Contract or any other Federal contract with Contractor, or any other federally assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by Contractor, such sums as may be determined to be necessary to satisfy any liabilities of Contractor or Subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this Article.

4. Subcontracts – Contractor or Subcontractor shall insert this Article in any Subcontracts and also an Article requiring the Subcontractors to include this Article in any lower tier Subcontracts. Contractor shall be responsible for compliance by any Subcontractor or lower tier Subcontractor with this Article.

5. Payrolls and basic records – The records to be maintained hereinabove shall be made available by Contractor or Subcontractor for inspection, copying, or transcription by VVTA and U.S. Dept. of Labor. Contractor and Subcontractor shall maintain payrolls and basic 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.

RR-19 DISADVANTAGED BUSINESS ENTERPRISE (DBE) 49 CFR Part 26

Disadvantaged Business Enterprises

a. This Contract is subject to the requirements of Title 49, Code of Federal Regulation Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency’s overall goal for DBE participation is 8.4%.

b. Contractor shall not discriminate on the basis of race, color, national origin, or

sex in the performance of this contract. Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted Contract. Failure by 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 VVTA deems appropriate. Each subcontract Contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)).

c. Bidders are required to document sufficient DBE participation to meet these

goals or, alternatively, document adequate good faith efforts to do so, as provided for in 49 CFR 26.53. Award of this contract is conditioned on submission of the following concurrent with and accompanying sealed bid concurrent with and accompanying an initial proposal prior to award:



1. The names and addresses of DBE firms that will participate in this contract;

2. A description of the work each DBE will perform;

3. The dollar amount of the participation of each DBE firm participating;

4. Written documentation of the bidder’s commitment to use a DBE subcontractor whose participation it submits to meet the contract goal;

5. Written confirmation from the DBE that it is participating in the contract as provided in the prime contractor’s commitment; and

6. If the contract goal is not met, evidence of good faith efforts to do so.

Bidders must present the information required above as a matter of responsiveness with initial proposals prior to contract award] (see 49 CFR 26.53(3)). The successful bidder will be required to report its DBE participation obtained through race-neutral means throughout the period of performance.

d. Contractor is required to pay its subcontractors performing work related to this

contract for satisfactory performance of that work no later than 7 days after the contractor’s receipt of payment for that work from the VVTA. In addition, Contractor is required to return any retainage payments to those subcontractors within 30 days after the subcontractor’s work related to his contract is satisfactorily completed.

e. Contractor must promptly notify VVTA whenever a DBE subcontractor performing

work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. Contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of VVTA.

. RR-20 ADA ACCESS

A. Applicability

This Article applies to federally funded Architect & Engineer, Operations/Management, Rolling Stock Purchase, and Construction contracts

B. Access Requirements for Persons with Disabilities

Contractor shall comply with:

1. The requirements of 49 U.S.C. § 5301(d), which states the Federal policy that

elderly persons and persons with disabilities have the same right as other persons to use mass transportation service and facilities, and that special efforts



shall be made in planning and designing those services and facilities to implement that policy;

2. All applicable requirements of section 504 of the Rehabilitation Act of 1973, as

amended, 29 U.S.C. § 794, which prohibits discrimination on the basis of handicaps;

3. The Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. §

12101 et seq., which requires that accessible facilities and services be made available to persons with disabilities, including any subsequent amendments to that Act;

4. The Architectural Barriers Act of 1968, as amended, 42 U.S.C. §§ 4151 et seq.,

which requires that buildings and public accommodations be accessible to persons with disabilities, including any subsequent amendments to that Act; and

5. All applicable requirements of the following regulations and any subsequent

amendments thereto: (s) U.S. DOT regulations, "Transportation Services for Individuals with

Disabilities (ADA)," 49 C.F.R. Part 37;

(b) U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance," 49 C.F.R. Part 27;

(c) Joint U.S. Architectural and Transportation Barriers Compliance Board

(U.S. A.TBCB)/U.S. DOT regulations, "Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 C.F.R. Part 1192 and 49 C.F.R. Part 38;

(d) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability in

State and Local Government Services," 28 C.F.R. Part 35;

(e) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 C.F.R. Part 36;

(f) U.S. General Services Administration (U.S. GSA) regulations,

"Accommodations for the Physically Handicapped," 41 C.F.R. Subpart 101-19;

(g) U.S. Equal Employment Opportunity Commission, "Regulations to

Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630;

(h) U.S. Federal Communications Commission regulations,

"Telecommunications Relay Services and Related Customer Premises Equipment for the Hearing and Speech Disabled," 47 C.F.R. Part 64, Subpart F; and



(i) U.S. ATBCB regulations, "Electronic and Information Technology Accessibility Standards," 36 C.F.R. Part 1194; and

(k) FTA regulations, "Transportation for Elderly and Handicapped Persons,"

49 C.F.R. Part 609;

(l) Any implementing requirements FTA may issue.

RR-21 ALCOHOL AND DRUG-FREE WORKPLACE PROGRAM *

A. Applicability

This Article applies to federally funded contracts for transit operations. B. FTA Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations

Regulations

Contractor and its Subcontractors shall comply with the FTA antidrug and alcohol misuse regulations (49 CFR Part 655) and the U.S. Department of Transportation (DOT) Procedures for Transportation Workplace Drug and Alcohol Testing Programs (49 CFR Part 40) to the full extent that they are, by their terms, applicable to Contractor and its Subcontractors. The regulations apply to all “contractors” that have “covered employees” that perform “safety sensitive functions” as those terms are defined in the regulations.

C. Certificate of Compliance

The CERTIFICATE OF COMPLIANCE WITH 49 CFR PARTS 655, PREVENTION OF ALCOHOL MISUSE AND PROHIBITED DRUG USE IN TRANSIT, submitted by Contractor prior to award, is incorporated as part of the Contract Documents.

D. Drug and Alcohol Testing Program

In the event that any part of the Work under this Contract falls within the scope of 49 CFR Part 655, Contractor, and its Subcontractors (as applicable), shall establish and implement a drug and alcohol testing program that complies with 49 CFR Parts 653 and 654, produce any documentation necessary to establish its compliance with Parts 653 and 654, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency of California, or VVTA, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Parts 653 and 654 and review the testing process. Contractor shall annually certify its compliance with Parts 653 and 65. To certify compliance the contractor shall use the "Substance Abuse Certifications" in the "Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements," which is published annually in the Federal Register.

E. Alcohol and Drug Free Workplace Program



In addition to the above, for Work performed on VVTA property, Contractor shall provide an Alcohol and Drug-free Workplace Program in accordance with FTA requirements found at http://transit-safety.fta.dot.gov/DrugAndAlcohol/default.asp

RR-22 TRANSIT EMPLOYEE PROTECTIVE ARRANGEMENTS *

A. Applicability

Subject to the limitations in Sections B, C, and D, this Article applies if this Contract involves transit operations to be performed by employees of a Contractor recognized by FTA to be a transit operator, and if FTA has determined that it is financed in whole or in part with Federal assistance.

B. General Transit Employee Protective Requirements

If FTA has determined that this Contract involves transit operations financed in whole or in part with Federal assistance (other than Federal assistance authorized by 49 U.S.C. §5310(a)(2) or 49 U.S.C. § 5311), and if the U.S. Secretary of Transportation has determined that the employee protective requirements of 49 U.S.C. § 5333(b) are necessary or appropriate for VVTA under this Contract, then Contractor shall perform the transit operations work under the Contract in compliance with terms and conditions,

(a) determined by the U.S. Secretary of Labor to meet the employee protective requirements of 49 U.S.C. A 5333(b), and U.S. Department of Labor (“U. S. DOL”) guidelines at 29 C.F.R. Part 215, and any amendments thereto, and (b) stated in a U. S. DOL letter of certification to FTA, the date of which is set forth in the applicable Grant Agreement or Cooperative Agreement with VVTA, and which is incorporated in the Form of Contract as a Contract Document entitled “U. S. DOL Certification”.

C. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5310(a) (2) for Elderly Individuals and Individuals with Disabilities

If FTA has determined that this Contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5310(a)(2), and if the U.S. Secretary of Transportation has determined or determines in the future that the employee protective requirements of 49 U.S.C. § 5333(b) are necessary or appropriate for VVTA under the Contract, Contractor shall perform the Work in compliance with the terms and conditions determined,

(a) by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. § 5333(b), U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto, and (b) stated in the U.S. DOL's letter of certification to FTA, the date of which is set forth in the applicable Grant Agreement or Cooperative Agreement with VVTA, and which is incorporated in the Form of Contract as a Contract Document entitled “U. S. DOL Certification”.



D. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5311 in Nonurbanized Areas

If FTA has determined that this Contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5311, Contractor shall comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revision thereto.

E. Indemnity

Contractor shall defend, indemnify and hold harmless VVTA, and its Board Members, employees and agents from and against all liability, claims, demands actions, costs, judgments, penalties, damages, losses and expenses arising out of or in connection with Contractor’s failure to comply with or failure to carry out its responsibilities under all applicable provisions of Sections B, C and D of this Article.

RR-23 BONDING REQUIREMENTS

Applicability to Contracts For those construction or facility improvement contracts or subcontracts exceeding $100,000, FTA may accept the bonding policy and requirements of the recipient, provided that they meet the minimum requirements for construction contracts as follows:

a. A bid guarantee from each bidder equivalent to ten (10) percent of the bid price. The "bid guarantees" shall consist of a firm commitment and may be in any of the following forms: (1) cash; (2) cashier’s check payment to VVTA; (3) a certified check payable to the VVTA; or (4) a bidder’s bond executed by an admitted surety insurer. Such as a bid bond, certifies check, or other negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of his bid, execute such contractual documents as may be required within the time specified.

b. A performance bond on the part of the Contractor for 100 percent of the contract price. A "performance bond" is one executed in connection with a contract to secure fulfillment of all the contractor's obligations under such contract.

c. A payment bond on the part of the Contractor for 100 percent of the contract price. A

“payment bond" is one executed in connection with a contract to assure payment, as required by law, of all persons supplying labor and material in the execution of the work provided for in the contract.

RR-24 DAVIS-BACON AND COPELAND ANTI-KICKBACK ACTS

The Davis-Bacon and Copeland Acts are codified at 40 USC 3141, et seq. and 18 USC 874. The Acts apply to grantee construction contracts and subcontracts that “at least partly are financed by a loan or grant from the Federal Government.” 40 USC 3145(a), 29 CFR 5.2(h), 49 CFR 18.36(i) (5). The Acts apply to any construction contract over $2,000. 40 USC 3142(a), 29 CFR 5.5(a). ‘Construction,’ for purposes of the Acts, includes “actual construction, alteration



and/or repair, including painting and decorating.” 29 CFR 5.5(a). The requirements of both Acts are incorporated into a single clause (see 29 CFR 3.11) enumerated at 29 CFR 5.5(a) and reproduced below. Background and Application The clause language is drawn directly from 29 CFR 5.5(a) and any deviation from the model clause below should be coordinated with counsel to ensure the Acts’ requirements are satisfied. Davis-Bacon and Copeland Anti-Kickback Acts Clause Language (1) Minimum wages –

(i) All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classifications and wage rates conformed under paragraph (1)(ii) of this section) and the Davis-Bacon poster (WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers.

(ii) (A) The contracting officer shall require that any class of laborers or

mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met:



(1) Except with respect to helpers as defined as 29 CFR 5.2(n)(4), the work to be performed by the classification requested is not performed by a classification in the wage determination; and

(2) The classification is utilized in the area by the construction

industry; and

(3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination; and

(4) With respect to helpers as defined in 29 CFR 5.2(n)(4), such a

classification prevails in the area in which the work is performed.

(B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary.

(C) In the event the contractor, the laborers or mechanics to be employed in

the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary.

(D) The wage rate (including fringe benefits where appropriate) determined

pursuant to paragraphs (a)(1)(ii) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification.

(iii) Whenever the minimum wage rate prescribed in the contract for a class of

laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof.

(iv) If the contractor does not make payments to a trustee or other third person, the

contractor may consider as part of the wages of any laborer or mechanic the



amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program.

(v) (A) The contracting officer shall require that any class of laborers or mechanics

which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits only when the following criteria have been met:

(1) The work to be performed by the classification requested is not performed

by a classification in the wage determination; and

(2) The classification is utilized in the area by the construction industry; and

(3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination.

(B) If the contractor and the laborers and mechanics to be employed in the

classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary.

(C) In the event the contractor, the laborers or mechanics to be employed in the

classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination with 30 days of receipt and so advise the contracting officer or ail notify the contracting officer within the 30-day period that additional time is necessary.

(D) The wage rate (including fringe benefits where appropriate) determined pursuant

to paragraphs (a) (1) (v) (B) or (C) of this section, shall be paid to all workers performing work in the Classification under this contract from the first day on which work is performed in the classification.

(2) Withholding - VVTA 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 the



contractor under this contract or any other Federal contract with the same prime contractor, or any other federally assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the contract, VVTA may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased.

(3) Payrolls and basic records –

(i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b) (2) (B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs.

(ii) (A) The contractor shall submit weekly for each week in which any contract work is

performed a copy of all payrolls to the VVTA for transmission to the Federal Transit Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under section 5.5(a) (3) (i) of Regulations, 29 CFR part 5. This information may be submitted in any form desired. Optional Form WH-347 is available for this purpose and may be purchased from the Superintendent of Documents (Federal Stock Number 029-005-00014-1), U.S. Government Printing Office, Washington, DC 20402. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors.

(B) Each payroll submitted shall be accompanied by a "Statement of Compliance,"

signed by the contractor or subcontractor or his or her agent who pays or



supervises the payment of the persons employed under the contract and shall certify the following:

(1) That the payroll for the payroll period contains the information required to

be maintained under section 5.5(a) (3) (i) of Regulations, 29 CFR part 5 and that such information is correct and complete;

(2) That each laborer or mechanic (including each helper, apprentice, and

trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3;

(3) That each laborer or mechanic has been paid not less than the applicable

wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract.

(C) The weekly submission of a properly executed certification set forth on the

reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section.

(D) The falsification of any of the above certifications may subject the contractor or

subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code.

(iii) The contractor or subcontractor shall make the records required under paragraph

(a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the Federal Transit Administration or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12.

(4) Apprentices and trainees –

(i) Apprentices - Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State



Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractors registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator of the Wage and Hour Division of the U.S. Department of Labor determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved.

(ii) Trainees - Except as provided in 29 CFR 5.16, trainees will not be permitted to

work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate that is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any



trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved.

(iii) Equal employment opportunity

(5) Compliance with Copeland Act requirements –

The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. - The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended and 29 CFR part 30.

(6) Subcontracts –

The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the Federal Transit Administration may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5.

(7) Contract termination: debarment –

A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12.

(8) Compliance with Davis-Bacon and Related Act requirements –

All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract.

(9) Disputes concerning labor standards –

Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives.

(10) Certification of eligibility –

(i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or



firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1).

(ii) No part of this contract shall be subcontracted to any person or firm ineligible for

award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1).

(iii) The penalty for making false statements is prescribed in the U.S. Criminal

Code, 18 U.S.C. 1001. RR-25 PRIVACY ACT - 5 U.S.C. 552

When a grantee maintains files on drug and alcohol enforcement activities for FTA, and those files are organized so that information could be retrieved by personal identifier, the Privacy Act requirements apply to all contracts. Applicability to Contracts The Federal Privacy Act requirements flow down to each third party contractor and their contracts at every tier. Flow Down The text of the following clause has not been mandated by statute or specific regulation, but has been developed by FTA. Model Clause/Language

Contracts Involving Federal Privacy Act Requirements – The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract:

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

(2) The Contractor also agrees to include these requirements in each subcontract to

administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA.



RR- 26 TERMINATION 49 U.S.C. Part 18 FTA Circular 4220.1F

All contracts (with the exception of contracts with nonprofit organizations and institutions of higher education,) in excess of $10,000 shall contain suitable provisions for termination by the grantee including the manner by which it will be effected and the basis for settlement. (For contracts with nonprofit organizations and institutions of higher education the threshold is $100,000.) In addition, such contracts shall describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor. Applicability to Contracts The termination requirements flow down to all contracts in excess of $10,000, with the exception of contracts with nonprofit organizations and institutions of higher learning.

Flow Down

a. Termination for Convenience (General Provision)

VVTA may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to VVTA to be paid the Contractor. If the Contractor has any property in its possession belonging to the VVTA, the Contractor will account for the same, and dispose of it in the manner the VVTA directs.

b. Opportunity to Cure (General Provision)

VVTA in its sole discretion may, in the case of a termination for breach or default, allow the Contractor an appropriately short period of time in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to VVTA’ satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within ten (10) days after receipt by Contractor of written notice from VVTA setting forth the nature of said breach or default, VVTA shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude VVTA from also pursuing all available remedies against Contractor and its sureties for said breach or default.

c. Waiver of Remedies for any Breach

In the event that VVTA elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by VVTA shall not limit VVTA remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract.

d. Termination for Default (Construction)



If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, VVTA may terminate this contract for default. VVTA shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, VVTA may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to VVTA resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the VVTA in completing the work. The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if

1. The delay in completing the work arises from unforeseeable causes beyond the

control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and

2. The contractor, within [10] days from the beginning of any delay, notifies VVTA

in writing of the causes of delay. If in the judgment of VVTA, the delay is excusable, the time for completing the work shall be extended. The judgment of VVTA shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of VVTA.

RR – 27 SEISMIC SAFETY REQUIREMENTS 42 U.S.C. 7701 et seq. 49 CFR Part 41

The Seismic Safety requirements apply only to contracts for the construction of new buildings or additions to existing buildings. Applicability to Contracts The Seismic Safety requirements flow down from FTA recipients and subrecipients to first tier contractors to assure compliance, with the applicable building standards for Seismic Safety, including the work performed by all subcontractors. Flow Down The regulations do not provide suggested language for third-party contract clauses. The following language has been developed by FTA. Model Clauses/Language

Seismic Safety –



The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project.

RR-28 BREACHES AND DISPUTE RESOLUTION 49 CFR Part 18 FTA Circular 4220.1F

All contracts in excess of $100,000 shall contain provisions or conditions which will allow for administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as may be appropriate. This may include provisions for bonding, penalties for late or inadequate performance, retained earnings, liquidated damages or other appropriate measures. Applicability to Contracts

The Breaches and Dispute Resolutions requirements flow down to all tiers. Flow Down Disputes – Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the VVTA Construction Manager. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to VVTA Construction Manager. 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 VVTA Project Manager shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute – Unless otherwise directed by VVTA, Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages – Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies – Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between VVTA and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which VVTA is located.



Rights and Remedies – The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by VVTA, or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.

RR-29 VETERANS PREFERENCE

Veterans Employment

. Contractors working on a capital project funded using FTA assistance shall give a hiring preference, to the extent practicable, to veterans (as defined in section 2108 of title 5) who have the requisite skills and abilities to perform the construction work required under the contract. This subsection shall not be understood, construed or enforced in any manner that would require an employer to give preference to any veteran over any equally qualified applicant who is a member of any racial or ethnic minority, female, an individual with a disability, or former employee.

END OF REGULATORY REQUIREMENTS

ATTACHMENT C – SAMPLE CONTRACT

RFP 2015-02 DEMAND-RESPONSE DISPATCHING SOFTWARE

VVTA RFP 2015‐02 Page 1 of 44 Rev. 01/2015 ATTACHMENT C – SAMPLE CONTRACT

AGREEMENT NO. 2014-04 BY AND BETWEEN

VICTOR VALLEY TRANSIT AUTHORITY (VVTA)

AND

FOR

DEMAND RESPONSE DISPATCHING SOFTWARE

This Contract, is effective on the Effective Date as defined herein, by and between the Victor Valley Transit Authority (hereinafter referred to as “VVTA”) whose address is: 17150 Smoketree Street, Hesperia, California 92345; and the firm of {Name of Firm} whose address is: {Identify Address} (Hereinafter referred to as “CONSULTANT”). VVTA and CONSULTANT are each a “Party” and collectively “Parties” herein.

RECITALS: WHEREAS, VVTA requires certain professional and technical services as described in Attachment A (Scope of Services) of this Contract and; WHEREAS, CONSULTANT has confirmed that they have the requisite personnel and experience and is fully capable and qualified to do the work described herein; and WHEREAS, CONSULTANT desires to do so for the compensation in accordance with the terms and conditions set forth herein. NOW, THEREFORE, the Parties hereto agree as follows: ARTICLE 1. DESCRIPTION OF SERVICES CONSULTANT agrees to perform services set forth in Attachment "A", Scope of Services, (hereinafter referred to as “Services”), which is incorporated herein by reference, in accordance with standards which are generally accepted in the State of California, in accordance with the terms and conditions expressed herein and in the sequence, time, and manner defined therein. The word "Services," as used herein, includes without limitation, the performance, fulfillment and discharge by CONSULTANT of all obligations, duties, tasks, and services imposed upon or assumed by CONSULTANT hereunder; and the Services performed hereunder shall be completed to the satisfaction of VVTA, with their satisfaction being based on prevailing standards in the industry. ARTICLE 2. PERIOD OF PERFORMANCE




upon issuance of a written Notice To Proceed (NTP) issued by VVTA, unless agreed otherwise, and shall continue in full force and effect through October 15, 2015, or until otherwise terminated, or unless extended as hereinafter provided by written amendment.

2.2 VVTA, at its sole discretion, may extend the original term of the Contract for three options and one year each. The maximum term of this Contract, including the Option Term(s), if exercised will not exceed October 15, 2018.

ARTICLE 3. PRICE 3.1 Total compensation to CONSULTANT for full and complete performance of

Services, in compliance with all the terms and conditions of this Contract, payment by CONSULTANT of all obligations incurred in, or application to, CONSULTANT'S performance of Services, and for which CONSULTANT shall furnish all personnel, facilities, equipment, materials, supplies, and services (except as may be explicitly set forth in this Contract as furnished by VVTA), shall not exceed the amount set forth in 3.2 below.

3.2 Services to be provided under this Contract are to be performed as set forth in

Attachment “A”, Scope of Services, and shall be reimbursed pursuant to the rates identified in Attachment B “Pricing Proposal Form”, which is attached to the VVTA-approved CONSULTANT’s Proposal and incorporated in and made part of this Contract. The hourly labor rates identified in Attachment B, shall remain fixed for the term of this Contract and include CONSULTANT’s direct labor costs, indirect costs, and profit. All expenses shall be reimbursed for the amount identified in Attachment B. VVTA will not reimburse for any expenses not shown in Attachment B.

3.3 CONSULTANT shall submit invoices no more than monthly to VVTA for

expenses incurred in accordance with Attachment B. CONSULTANT shall prepare all invoices in a form satisfactory to and approved by VVTA and shall be accompanied by documentation supporting each element of measurement and/or cost.

3.4 The cost principles set forth in Part 31, Contract Cost Principles and Procedures,

in Title 48, Federal Acquisition Regulations System of the Code of Federal Regulations (CFR) as constituted on the effective date of this Contract shall be utilized to determine allowableness of costs under this Contract and may be modified from time to time by written amendment of the Contract.

3.4.1 CONSULTANT ag rees to comp ly wi th Federa l Depar tmen t o f

Transportation procedures in accordance with 49 CFR, Part 18, and Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments.

3.4.2 Any costs for which payment has been made to CONSULTANT that are

determined by subsequent audit to be unallowable under 48 CFR, Part 31,




Contract Cost Principles and Procedures, or 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments shall be repaid by CONSULTANT to VVTA.

3.4.3 A n y subcontract, entered into as a result of this Contract shall contain all of

the provisions of this Section 3.5. 3.5 Any services provided by CONSULTANT not specifically covered by the Scope of

Services (Attachment “A”) shall not be compensated without prior written authorization from VVTA. It shall be CONSULTANT’s responsibility to recognize and notify VVTA in writing when services not covered by the Scope of Services have been requested or are required. All changes and/or modifications to the Scope of Services shall be made in accordance with the “Changes” provision in this Contract.

3.6 Extra Work. At any time during the term of this Agreement, VVTA may request

that CONSULTANT perform Extra Work. As used herein, “Extra Work” means any work which is determined by VVTA to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would due necessary at the execution of this Agreement. Consultant shall not perform not be compensated for, Extra Work, without written authorization from VVTA’s Executive Director.

ARTICLE 4. PAYMENT 4.1 The compensa t ion o f CONSULTANT as prov ided he re in sha l l be

payable monthly period payments, forty-five (45) calendar days after receipt by VVTA of an invoice prepared in accordance with instructions below. Payment shall not be construed to be an acceptance of Services.

4.2 CONSULTANT shall prepare all invoices in a form satisfactory to and approved

by VVTA and it shall be accompanied by documentation supporting each element of measurement and/or cost. Each invoice will be for a monthly billing period and will be marked with VVTA’S Project name, contract number and task order number, if applicable. Invoices shall be submitted within fifteen (15) calendar days for the period covered by the invoice. Invoices shall include request for payment for Services (including additional Services or Extra Work authorized by VVTA) completed by CONSULTANT during each billing period. Any invoice submitted which fails to comply with the terms of this Contract, including the requirements of form and documentation, may be returned to CONSULTANT. Any costs incurred by CONSULTANT in connection with the resubmission of a proper invoice shall be at CONSULTANT' sole expense.

4.3 CONSULTANT shall furnish evidence, satisfactory to VVTA, that all labor and

materials furnished and equipment used during all periods prior to the period covered by any invoice have been paid in full. VVTA shall not be obligated to make payments to CONSULTANT until CONSULTANT furnishes such evidence. Upon furnishing such evidence, satisfactory to VVTA, VVTA shall pay CONSULTANT the full amount of the invoice less disputed amounts.




4.4 CONSULTANT shall include a statement and release with each invoice, satisfactory to VVTA, that CONSULTANT has fully performed the Services invoiced pursuant to this Contract for the period covered and that all claims of CONSULTANT and its subcontractors for Services during the period will be satisfied upon the making of such payment. VVTA shall not be obligated to make payments to CONSULTANT until CONSULTANT furnishes such statement and release.

4.5 No payment will be made prior to approval of any work, nor shall any work be

performed prior to approval of this Contract by VVTA’s Board of Directors. 4.6 CONSULTANT agrees to promptly pay each subcontractor for the satisfactory

completion of all work performed under this Contract, no later than thirty (30) calendar days from the receipt of payment from VVTA. VVTA reserves the right to request documentation from CONSULTANT showing payment has been made to its subcontractors.

ARTICLE 5. TAXES, DUTIES AND FEES Except to the extent expressly provided elsewhere in this Contract, CONSULTANT shall pay when due, and the compensation set forth in "Article 3" shall be inclusive of all a) local, municipal, state, and federal sales and use taxes; b) excise taxes; c) taxes on personal property owned by CONSULTANT; and d) all other governmental fees and taxes or charges of whatever nature applicable to CONSULTANT to enable it to conduct business. ARTICLE 6. AVAILABILITY OF FUNDS The award and performance of this Contract is contingent on the availability of funds. If funds are not allocated and available to VVTA for the continuance of Services performed by CONSULTANT, Services directly or indirectly involved may be suspended or terminated by VVTA at the end of the period for which funds are available. When VVTA becomes aware that any portion of Services, which will or may be affected by a shortage of funds, it will immediately so notify CONSULTANT. Nothing herein shall relieve VVTA from its obligation to compensate CONSULTANT for Services performed pursuant to this Contract. No penalty shall accrue to VVTA in the event this provision is exercised. ARTICLE 7. DOCUMENTATION AND RIGHT TO AUDIT 7.1 CONSULTANT shall provide VVTA, or other authorized representatives or

agents of VVTA, access to CONSULTANT’s records, which are directly related to this Contract for the purpose of inspection, auditing or copying. CONSULTANT shall maintain all records related to this Contract in an organized way in the original format, electronic and hard copy, conducive to professional review and audit, for a period of three (3) years from the date of final payment by VVTA, except in the event of litigation or settlement of claims arising out of this Contract in which case CONSULTANT agrees to maintain records through CONSULTANT further agrees to maintain separate records for costs of work




performed by amendment. CONSULTANT shall allow VVTA or its representatives of agents to reproduce any materials as reasonably necessary. This Article applies to all subcontractors at any tier that is performing work under this Contract.

7.2 The cost proposal for this Contract is subject to audit at any time. After

CONSULTANT receives any audit recommendations the Cost Proposal shall be adjusted by CONSULTANT and approved by VVTA’s Project Manager to conform to the audit recommendations. CONSULTANT agrees that individual items of cost identified in the audit report may be incorporated into this Contract at VVTA’ sole discretion. Refusal by the CONSULTANT to incorporate the audit or post award recommendations will be considered a breach of the Contract terms and cause for termination of the Contract.

ARTICLE 8. RESPONSIBILITY OF CONSULTANT

CONSULTANT shall be responsible for the professional quality, technical accuracy, and assurance of compliance with all applicable Federal, state and local laws and regulations and other services furnished by CONSULTANT under the terms of this Contract. ARTICLE 9. REPORTING AND DELIVERABLES

All reports and deliverables shall be submitted in accordance with Attachment "A", Scope of Services. ARTICLE 10. TECHNICAL DIRECTION

10.1 Performance of Services under this Contract shall be subject to the technical

direction of VVTA’s Executive Director (“Director”) or designee, as identified in Attachment "A", Scope of Services, attached to this Contract. VVTA’s Executive Director will identify a designee as Project Manager, in writing to CONSULTANT, with the NTP and subsequently with any changes during the Contract term. The term "Technical Direction" is defined to include, without limitation:

10.1.1 Directions to CONSULTANT, which redirect the Contract effort, shift work

emphasis between work areas or tasks, require pursuit of certain lines of inquiry, fill in details or otherwise serve to accomplish the contractual Scope of Services.

10.1.2 Provision of written information to CONSULTANT, which assists in the

interpretation of reports, or technical portions of the services identified herein.

10.1.3 Review and, where required by the Contract, approval of technical reports,

and technical information to be delivered by CONSULTANT to VVTA under the Contract.

10.2 Technical Direction must be within the Scope of Services under this Contract.




VVTA’s Project Manager does not have VVTA to, and may not, issue any Technical Direction which:

10.2.1 Constitutes an assignment of additional Services outside the Scope of

Services;

10.2.2 Constitutes a change as defined in the Contract Article entitled "Changes";

10.2.3 In any manner causes an increase or decrease in the Contract's estimated cost or price or the time required for contract performance;

10.2.4 Changes any of the expressed terms, conditions or specifications of the

Contract; or

10.2.5 Interferes with CONSULTANT's right to perform the terms and conditions of the Contract.

10.3 Failure of CONSULTANT and VVTA’s Project Manager to agree that the

Technical Direction is within the scope of the Contract, or a failure to agree upon the Contract action to be taken with respect thereto shall be subject to the provisions of “Disputes” Article herein.

10.4 All Technical Direction shall be issued in writing by VVTA’s Project Manager. 10.5 CONSULTANT s h a l l p r o c e e d p r o m p t l y w i t h t h e p e r f o r m a n c e o f

t e c h n i c a l direction issued by VVTA’s Project Manager, in the manner prescribed by this Article and within their VVTA under the provisions of this Article. If, in the opinion of CONSULTANT, any instruction or direction by VVTA’s Project Manager, falls within one of the categories defined in 10.2.1 through 10.2.5 above, CONSULTANT shall not proceed but shall notify the Project Manager in writing within five (5) working days after receipt of any such instruction or direction and shall request the Project Manager to modify the Contract accordingly. Upon receiving the notification from CONSULTANT, the Project Manager shall

10.5.1 Advise CONSULTANT in writing within thirty (30) days after receipt of

CONSULTANT's letter that the technical direction is or is not within the scope of Article 11, “Changes”;

10.5.2. Advise CONSULTANT within a reasonable time that VVTA will or will not

issue a written amendment. ARTICLE 11. CHANGES 11.1 The Services shall be subject to changes by additions, deletions, or revisions

made by VVTA. CONSULTANT will be advised of any such changes by written notification from VVTA describing the change.

11.2 Promptly after such written notification of change is given to CONSULTANT by

VVTA, CONSULTANT and VVTA will attempt to negotiate a mutually agreeable




change in compensation or time of performance and amend the Contract accordingly.

ARTICLE 12. EQUAL EMPLOYMENT OPPORTUNITY/DRUG FREE

WORKPLACE 12.1 During the term of this Contract, CONSULTANT shall not willfully discriminate

against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, gender, marital status, sexual orientation, age, political affiliation or disability. CONSULTANT agrees to comply with the provisions of Executive Orders 11246, 11375, 11625, 12138, 12432, 12250, Title VII of the Civil Rights Act of 1964, the California Fair Employment Practice Act and other applicable Federal, State and County laws and regulations and policies relating to equal employment and contracting opportunities, including laws and regulations hereafter enacted.

12.2 CONSULTANT agrees to comply with the Drug Free Workplace Act of 1990 per

Government Code Section 8350 et seq. ARTICLE 13. CONFLICT OF INTEREST

CONSULTANT agrees that it presently has no interest financial or otherwise and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under this Contract. CONSULTANT further agrees that in the performance of this Contract, no person having any such interest shall be employed. CONSULTANT is obligated to fully disclose to VVTA, in writing, of any conflict of interest issues as soon as they are known to CONSULTANT and to comply with VVTA’s Policy regarding disclosure.

ARTICLE 14. KEY PERSONNEL The personnel specified below are considered to be essential to Services being performed under this Contract. Prior to diverting any of the specified individuals to other projects, or reallocation of tasks and hours of Services, which are the responsibility of key personnel to other personnel, CONSULTANT shall notify VVTA reasonably in advance and shall submit justifications (including proposed substitutions) in sufficient detail to permit evaluation of the import on the Project. Diversion or reallocation of key personnel shall be subject to written approval by VVTA. VVTA also reserves the right to approve proposed substitutions for key personnel. In the event that VVTA and CONSULTANT cannot agree as to the substitution of key personnel, VVTA shall be entitled to terminate this Contract. Key Personnel are:

Key Personnel Name Function

ARTICLE 15. REPRESENTATIONS




Services supplied by CONSULTANT under this Contract shall be supplied by personnel who are careful, skilled, experienced and competent and possess all relative licenses and permits in their respective trades or professions. CONSULTANT agrees that they are supplying professional services, findings, and/or recommendations in the performance of this Contract and agrees with VVTA that the same shall conform to professional standards, which are generally accepted in the industry. ARTICLE 16. OWNERSHIP OF MATERIALS AND CONFIDENTIALITY 16.1 This Agreement creates an exclusive and perpetual license for VVTA to copy,

use, modify, reuse, or sub-license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by CONSULTANT under this Agreement ("Documents & Data"). CONSULTANT shall require all subcontractors to agree in writing that VVTA is granted an exclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement.

16.2 If, as a part of this Contract, CONSULTANT or its subcontractors, are required to

produce materials, documents data, or information (“Products”), exclusively for VVTA, then CONSULTANT, if requested by VVTA, shall deliver to VVTA the original of all such products which shall become the sole property of VVTA.

16.3 CONSULTANT represents and warrants that CONSULTANT and its

subcontractors have the legal right to grant the exclusive and perpetual license for all such Documents and Data. CONSULTANT makes no such representation and warranty in regard to Documents and Data which were prepared by design professionals other than CONSULTANT or provided to CONSULTANT by VVTA.

16.4 VVTA shall not be limited in any way in its use of the Documents and Data at

any time, provided that any such use not within the purposes intended by this Agreement shall be at VVTA’s sole risk.

16.5 Intellectual Property.

16.5.1 VVTA shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media ("Intellectual Property") prepared or developed by or on behalf of CONSULTANT under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement.

16.5.2 VVTA shall have and retain all right, title and interest in Intellectual




Property developed or modified under this Agreement whether or not paid for wholly or in part by VVTA, whether or not developed in conjunction with CONSULTANT, and whether or not developed by CONSULTANT. CONSULTANT will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of VVTA.

16.5.3 CONSULTANT shall also be responsible to obtain in writing separate written

assignments from any subcontractors or agents of CONSULTANT of any and all right to the above referenced Intellectual Property. Should CONSULTANT, either during or following termination of this Agreement, desire to use any of the above-referenced Intellectual Property, it shall first obtain the written approval of the VVTA.

16.5.4 All materials and documents which were developed or prepared by the

CONSULTANT for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the CONSULTANT. However, unless otherwise identified and stated prior to execution of this Agreement, CONSULTANT represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein.

16.5.5 VVTA further is granted by CONSULTANT a non-exclusive and perpetual

license to copy, use, modify or sub-license any and all Intellectual Property otherwise owned by CONSULTANT which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement.

16.6 All materials, documents, data or information obtained from VVTA's data files or

any VVTA medium furnished to CONSULTANT in the performance of this Contract will at all times remain the property of VVTA. Such data or information may not be used or copied for direct or indirect use outside of this Project by CONSULTANT without the express written consent of VVTA.

16.7 Except as reasonably necessary for the performance of Services, CONSULTANT

and its employees and agents shall hold in confidence the materials and information referred to in this Article which are produced by CONSULTANT for VVTA in the performance and completion of CONSULTANT' Services under this Contract, until released in writing by VVTA, except to the extent such materials and information become a part of public domain information through no fault of CONSULTANT, or its employees or agents.

16.8 CONSULTANT shall not use VVTA's name, description of project, or

photographs of the Project in any professional publication, magazine, trade paper, newspaper, seminar or other medium without first receiving the express written consent of VVTA.

16.9 A l l press releases or press inquiries relating to the Project or this Contract, including

graphic display information to be published in newspapers, magazines, and other




publications, are to be made only by VVTA unless otherwise agreed to by CONSULTANT and VVTA.

16.10 CONSULTANT agrees that it, and its employees, agents, and subcontractors will hold confidential and not divulge to third parties without the prior written consent of VVTA, any information obtained by CONSULTANT from or through VVTA in connection with CONSULTANT's performance of this Contract, unless (a) the information was known to CONSULTANT prior to obtaining same from VVTA pursuant to a prior contract; or (b) the information was obtained at the time of disclosure to CONSULTANT, or thereafter becomes part of the public domain, but not as a result of the fault or an unauthorized disclosure of CONSULTANT or its employees, agents, or subcontractors, or (c) the information was obtained by CONSULTANT from a third party who did not receive the same, directly or indirectly, from VVTA and who had, to CONSULTANT's knowledge and belief, the right to disclose the same.

ARTICLE 17. TERMINATION 17.1 Termination for Convenience- VVTA shall have the right at any time, with or

without cause, to terminate further performance of Services by written notice to CONSULTANT specifying the date of termination. On the date of such termination stated in said notice, CONSULTANT shall discontinue performance of Services and shall preserve work in progress and completed work (“Work”), pending VVTA's instruction, and shall turn over such Work in accordance with VVTA's instructions.

17.1.1 CONSULTANT shall deliver to VVTA, all deliverables prepared by CONSULTANT or its subcontracts or furnished to CONSULTANT by VVTA. Upon such delivery, CONSULTANT may then invoice VVTA for payment in accordance with the terms hereof.

17.1.2 If CONSULTANT has fully and completely performed all obligations under

this Contract up to the date of termination, CONSULTANT shall be entitled to receive from VVTA as complete and full settlement for such termination a pro rata share of the contract cost and a pro rata share of any fixed fee, for such Services satisfactorily executed to the date of termination.

17.1.3 CONSULTANT shall be entitled to receive the actual cost incurred by

CONSULTANT to return CONSULTANT's field tools and equipment, if any, to it or its suppliers' premises, or to turn over work in progress in accordance with VVTA's instructions plus the actual cost necessarily incurred in effecting the termination.

17.2 Termination for Cause - In the event CONSULTANT shall file a petition in

bankruptcy court, or shall make a general assignment for the benefit of its creditors, or if a petition in bankruptcy court shall be filed against CONSULTANT or a receiver shall be appointed on account of its solvency, or if CONSULTANT shall default in the performance of any express obligation to be performed by it under this Contract and shall fail to immediately correct (or if immediate correction is not




possible, shall fail to commence and diligently continue action to correct) such default within ten (10) calendar days following written notice thereof, VVTA may, without prejudice to any other rights or remedies VVTA may have, and in compliance with applicable Bankruptcy Laws; (a) hold in abeyance further payments to CONSULTANT; (b) stop any services of CONSULTANT or its subcontractors related to such failure until such failure is remedied; and/or (c) terminate this Contract by written notice to CONSULTANT specifying the date of termination. In the event of such termination by VVTA, VVTA may take possession of the deliverables and finish Services by whatever method VVTA may deem expedient. A waiver by VVTA of one default of CONSULTANT shall not be considered to be a waiver of any subsequent default of CONSULTANT, nor be deemed to waive, amend, or modify any term of this Contract.

17.2.1 In the event of termination CONSULTANT shall deliver to VVTA all

finished and unfinished products prepared under this Contract by CONSULTANT or its subcontractors or furnished to CONSULTANT by VVTA.

17.3 All claims for compensation or reimbursement of costs under any of the foregoing

provisions shall be supported by documentation submitted to VVTA, satisfactory in form and content to VVTA and verified by VVTA. In no event shall CONSULTANT be entitled to any prospective profits or any damages because of such termination.

ARTICLE 18. STOP WORK ORDER Upon failure of CONSULTANT or its subcontractors to comply with any of the requirements of this Contract, VVTA shall have VVTA to stop any services of CONSULTANT or its subcontractors affected by such failure until such failure is remedied or to terminate this Contract in accordance with Article 17, “TERMINATION”. ARTICLE 19. CLAIMS VVTA shall not be bound to any adjustments in the Contract amount or time for CONSULTANT's claim unless expressly agreed to by VVTA in writing and any such adjustments in the Contract amount so agreed to in writing shall be paid to CONSULTANT by VVTA. No claim hereunder by CONSULTANT shall be allowed if asserted after final payment has been made under this Contract. ARTICLE 20. INSURANCE Without any way affecting the indemnity provision identified in this Contract, CONSULTANT shall, at the CONSULTANT’s sole expense, and prior to the commencement of any work, procure and maintain in full force, insurance through the entire term of this Contract. The policies shall be written by a California admitted carrier with a Best rating of A-VII or better, and shall be written with a least the following limits of liability: 20.1 Professional Liability – At all times during the term of this Agreement, Contractor




agrees to maintain Professional Liability Insurance to cover losses arising from negligent acts, errors, or omissions whenever committed for services or operations performed under this Agreement. The Contractor shall ensure both that (1) this policy retroactive date is on or before the date of commencement of the Project; and (2) this policy has a reporting period of five (5) years after the date of completion or termination of this Agreement. Such insurance shall be in an amount not less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. The Contractor agrees that, for the time period defined above, there will be no changes or endorsements to the policy that increase VVTA’s exposure to loss.

20.2 Workers' Compensation – Worker’s Compensation insurance shall be provided in

an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employers Liability in an amount not less than $1,000,000 limits covering all persons providing services on behalf of CONSULTANT and all risks to such persons under this Contract.

20.3 Commercial General Liability – To include coverage for Premises and

Operations, Contractual Liability, Products/Completed Operations Liability, Personal Injury Liability, Broad-Form Property Damage and Independent Contractors' Liability, in an amount of not less than $1,000,000 per occurrence, combined single limit, and $2,000,000 in the aggregate written on an occurrence form. For products and completed operations a $2,000,000 aggregate shall be provided.

20.4 Automobile Liability – To include owned, non-owned and hired automobiles, in an

amount of not less than $1,000,000 combined single limit. 20.5 Proof of Coverage - CONSULTANT shall furnish certificates of insurance to

VVTA evidencing the insurance coverage required above, and must be provided within fifteen (15) days of issuance of the Notice of Intent to Award and prior to the commencement of performance of Services hereunder. Such certificates shall include Victor Valley Transit Authority (VVTA) and its officers, employees, agents and volunteers, as additional insured on Commercial General Liability Insurance and auto insurance. Prior to commencing any work, CONSULTANT shall furnish VVTA with a certificate(s) of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements set forth in this Article. If the insurance company elects to cancel or non-renew coverage for any reason, CONSULTANT will provide VVTA fifteen (15) days written notice of cancellation or nonrenewal. If the policy is cancelled for nonpayment of premium CONSULTANT will provide VVTA ten (10) days written notice. CONSULTANT shall maintain such insurance for the entire term of this Contract. The certificate(s) of insurance are to include the Contract number and Project Manager’ name on the face of the certificate(s).

20.6 Additional Insured - All policies, except for Worker’s Compensation and Professional

Liability policies, shall contain endorsements naming VVTA and its officers, employees, agents, and volunteers as additional insureds with respect to liabilities arising out of the performance of Services hereunder. The additional insured endorsements shall not limit the scope of coverage for VVTA to vicarious liability




but shall allow coverage for VVTA to the full extent provided by the policy. 20.7 W a i v e r of Subrogation Rights - CONSULTANT shall require the carriers of Commercial General Liability, Automobile Liability and Workers Compensation to waive all rights of subrogation against VVTA, its officers, employees, agents, volunteers, contractors, and subcontractors. Such insurance coverage provided shall not prohibit CONSULTANT or CONSULTANT’S employees or agents from waiving the right of subrogation prior to a loss or claim. CONSULTANT hereby waives all rights of subrogation against VVTA.

20.8 Commercial General Liability required herein are to be primary and non- contributory with any insurance carried or administered by VVTA.

ARTICLE 21. INDEMNITY Except as provided below for those services falling within the scope of Civil Code Section 2782.8, CONSULTANT agrees to indemnify, defend (with counsel reasonably approved by VVTA) and hold harmless VVTA and its authorized officers, employees, agents and volunteers, from any and all claims, actions, losses, damages and/or liability arising out of this Contract from any cause whatsoever, including acts, errors, or omissions of any person and for any costs or expenses incurred by VVTA on account of any claim except where such indemnification is prohibited by law. This indemnification provision shall apply regardless of the existence or degree of fault of indemnities. CONSULTANT’s indemnification obligation applies to VVTA “active” as well as “passive” negligence but does not apply to VVTA’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782. To the extent CONSULTANT’s services fall within the scope of Civil Code Section 2782.8, the following indemnification is applicable. CONSULTANT shall defend and indemnify VVTA for claims that arise out of, pertain to, or related to the negligence, recklessness, or willful misconduct of CONSULTANT. ARTICLE 22. ERRORS AND OMISSIONS

22.1 CONSULTANT agrees to work closely with VVTA and VVTA’s designated

consultants in the performance of Services and shall be available to Staff, consultants at all reasonable times. CONSULTANT shall be responsible for the professional quality, technical accuracy, and coordination of all services required under this Contract. CONSULTANT may be liable for VVTA costs resulting from errors or deficiencies, fines, penalties and damages in services furnished under this Contract.

22.2 VVTA shall enforce the liability and collect the amount due, if the recoverable

cost will exceed the administrative cost involved or is otherwise in VVTA’s interest. VVTA shall include in the Contract file a written statement of the reasons for the decision to recover or not recover the costs from CONSULTANT.

ARTICLE 23. OWNERSHIP OF DOCUMENTS

All deliverables, including but not limited to, drawings, reports, worksheets, and other data developed by CONSULTANT under this Contract shall become the sole property of VVTA when prepared, whether delivered to VVTA or not.




ARTICLE 24. SUBCONTRACTS

24.1 CONSULTANT shall not subcontract performance of all or any portion of Services under this Contract, except those subcontractors listed in the CONSULTANT's proposal, without first notifying VVTA of the intended subcontracting and obtaining VVTA's written approval of the subcontracting and the subcontractor. The definition of subcontractor and the requirements for subcontractors hereunder shall include all subcontracts at any tier.

24.2 C O N S U L T A N T agrees that any and all subcontractors of CONSULTANT will

comply with the terms of this Contract applicable to the portion of Services performed by them. If requested by VVTA, CONSULTANT shall furnish VVTA a copy of the proposed subcontract for VVTA's approval of the terms and conditions thereof and shall not execute such subcontract until VVTA has approved such terms and conditions. VVTA approval shall not be unreasonably withheld.

24.3 Approval by VVTA of any services to be subcontracted and the subcontractor to

perform said Services will not relieve CONSULTANT of any responsibility or liability in regard to the acceptable and complete performance of said Services. Any substitution of subcontractors must be approved in writing by VVTA’s Project Manager.

ARTICLE 25. RECORD INSPECTION AND AUDITING VVTA, or any of its designees shall at all times have access during normal business hours to CONSULTANT's operations and products wherever they are in preparation or progress, and CONSULTANT shall provide sufficient, safe, and proper facilities for such access and inspection thereof. Inspection or lack of inspection by VVTA shall not be deemed to be a waiver of any of their rights to require CONSULTANT to comply with the Contract or to subsequently reject unsatisfactory services or products. ARTICLE 26. INDEPENDENT CONTRACTOR CONSULTANT is and shall be at all times an independent contractor. Accordingly, all Services provided by CONSULTANT shall be done and performed by CONSULTANT under the sole supervision, direction and control of CONSULTANT. VVTA shall rely on CONSULTANT for results only, and shall have no right at any time to direct or supervise CONSULTANT or CONSULTANT's employees in the performance of Services or as to the manner, means and methods by which Services are performed. All workers furnished by CONSULTANT pursuant to this Contract, and all representatives of CONSULTANT, shall be and remain the employees or agents of CONSULTANT or of CONSULTANT's subcontractor(s) at all times, and shall not at any time or for any purpose whatsoever be considered employees or agents of VVTA. ARTICLE 27. ATTORNEY’S FEES

If any legal action is instituted to enforce or declare any Party’s rights hereunder, each




Party, including the prevailing party, must bear its own costs and attorneys’ fees. This Article shall not apply to those costs and attorneys’ fees directly arising from any third party legal action against a Party hereto and payable under the “Indemnity” provision of this Contract. ARTICLE 28. GOVERNING LAW AND VENUE This Contract shall be subject to the law and jurisdiction of the State of California. The Parties acknowledge and agree that this Contract was entered into and intended to be performed in whole or substantial part in San Bernardino County, California. The Parties agree that the venue for any action or claim brought by any Party to this Contract will be the Superior Court of California, San Bernardino County, and District Civil Division. Each Party hereby waives any law or rule of court, which would allow them to request or demand a change of venue. If any action or claim concerning this Contract is brought by any third party, the Parties hereto agree to use their best efforts to obtain a change of venue to the Superior Court of California, San Bernardino County, and District Civil Division. ARTICLE 29. FEDERAL, STATE AND LOCAL LAWS

CONSULTANT warrants that in the performance of this Contract, it shall comply with all applicable Federal, State and local laws, ordinances, rules and regulations.

ARTICLE 30. PRECEDENCE 30.1 The Contract documents consist of these General Terms and Conditions,

Attachment "A", Scope of Services, and Attachment "B", Pricing Proposal Form. VVTA's Request for Proposal and CONSULTANT’s proposal are incorporated herein by this reference.

30.2 The following order of precedence shall apply: This Contract, its General Terms

and Conditions and Attachments; VVTA’s Request for Proposal; and CONSULTANT's Proposal. In the event of a conflict between the Contract and the Scope of Services, the Contract will prevail.

30.3 In the event of an express conflict between the documents listed in this Article, or

between any other documents, which are a part of the Contract, CONSULTANT shall notify VVTA in writing within three (3) business days of its discovery of the conflict and shall comply with VVTA's resolution of the conflict.

ARTICLE 31. COMMMUNICATIONS AND NOTICES Any and all notices permitted or required to be given hereunder shall be deemed duly given,

(a) Upon actual delivery, if delivery is personally made; or (b) upon delivery into the United States Mail if delivery is by postage paid certified mail (return receipt requested), fax or private courier including overnight delivery services. Each such notice shall be sent to the respective Party at the address indicated below or to any other address as the respective parties may




designate from time to time by a notice given in accordance with this Article. A change in address may be made by notifying the other Party in writing.

To CONSULTANT To VVTA

Victor valley Transit Authority 17150 Smoketree Street Hesperia, California 992345 Attn: Attn: Christine Plasting, CPPB Phone: Phone: 760.948.3583

ARTICLE 32. DISPUTES 32.1 In the event any dispute arises between the Parties in connection with this

Contract (including but not limited to disputes over payments, reimbursements, costs, expenses, services to be performed, Scope of Services and/or time of performance), the dispute shall be decided by VVTA within thirty (30) calendar days after notice thereof in writing which shall include a particular statement of the grounds of the dispute. If CONSULTANT does not agree with the decision, then CONSULTANT shall have thirty (30) calendar days after receipt of the decision in which to file a written appeal thereto with the Executive Director of VVTA. If the Executive Director fails to resolve the dispute in a manner acceptable to CONSULTANT, then such appeal shall be decided by a court of competent jurisdiction.

32.2 During resolution of the dispute, CONSULTANT shall proceed with performance

of this Contract with due diligence. ARTICLE 33. GRATUITIES CONSULTANT, its employees, agents, or representatives shall not offer or give to an officer, official, or employee of VVTA, gifts, entertainment, payments, loans, or other gratuities to influence the award of a contract or obtain favorable treatment under a contract. ARTICLE 34. REVIEW AND ACCEPTANCE All Services performed by CONSULTANT shall be subject to periodic review and approval by VVTA at any and all places where such performance may be carried on. Failure of VVTA to make such review, or to discover defective work, shall not prejudice the rights of VVTA at the time of final acceptance. All Services performed by CONSULTANT shall be subject to periodic and final review and acceptance by VVTA upon completion of all Services. ARTICLE 35. CONFIDENTIALITY Any VVTA materials to which CONSULTANT or its subcontractors or agents have access to or materials prepared by CONSULTANT under the terms of this Contract shall be held in confidence by CONSULTANT, who shall exercise reasonable precautions to prevent the disclosure of confidential information to anyone except as authorized by




VVTA. CONSULTANT shall not release any reports, information of promotional material or allow for the use of any photos related to this Contract for any purpose without prior written approval of VVTA. ARTICLE 36. EVALUATION OF CONSULTANT

CONSULTANT’s performance will be evaluated by VVTA at the completion of certain milestones as identified in Attachment “A” to this Contract. A copy of the evaluation will be given to CONSULTANT for their information. The evaluation information shall be retained as part of the Contract record. ARTICLE 37. SAFETY

CONSULTANT shall strictly comply with all local, municipal, state, and federal safety and health laws, orders and regulations applicable to CONSULTANT' operations in the performance of Services hereunder. ARTICLE 38. ASSIGNMENT CONSULTANT shall not assign this Contract in whole or in part, voluntarily, by operation of law, or otherwise without first obtaining the written consent of VVTA. VVTA’s exercise of consent shall be within its sole discretion. Subject to the foregoing, the provisions of this Contract shall extend to the benefit of and be binding upon the successors and assigns of the Parties hereto. ARTICLE 39. AMENDMENTS This Contract may only be changed by a written amendment duly executed by CONSULTANT and VVTA except, that changes to the Contract to implement administrative changes such as approved changes in key personnel as provided in Article 14, “KEY PERSONNEL” above, may be made by administrative amendment signed by CONSULTANT and VVTA's Project Manager or other duly authorized representative.

ARTICLE 40. CONTINGENT FEE

CONSULTANT warrants, by execution of this Contract, that no person or selling agency 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 employees or bona fide established commercial or selling agencies maintained by CONSULTANT for the purpose of securing business. For breach or violation of this warranty, VVTA has the right to annul this Contract without liability, pay only for the value of Services actually performed, or in its discretion, to deduct from the Contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee.

ARTICLE 41. FORCE MAJEURE CONSULTANT shall not be in default under this Contract in the event that the Services provided/work performed by CONSULTANT are temporarily interrupted or discontinued for any of the following reasons: riots, wars, sabotage, acts of terrorism, civil disturbances,




insurrection, explosion, pandemics, quarantines, acts of God, acts of government or governmental restraint, and natural disasters such as floods, earthquakes, landslides, and fires, severe weather or other catastrophic events which are beyond the reasonable control of CONSULTANT and which CONSULTANT could not reasonably be expected to have prevented or controlled. Other catastrophic events do not include the financial inability of the CONSULTANT to perform or failure of the CONSULTANT to obtain any necessary permits or licenses from other governmental agencies or the right to use the facilities of any public utility where such failure is due solely to the acts or omissions of CONSULTANT. ARTICLE 42. ENTIRE DOCUMENT 42.1 T h i s Contract and its Attachments constitute the sole and only agreement governing

Services and supersedes any prior understandings, written or oral, between the Parties respecting the subject matter herein. All previous proposals, offers, and other communications, written or oral, relative to this Contract, are superseded except to the extent that they have been incorporated into this Contract.

42.2 No agent, employee or representative of VVTA has any VVTA to bind VVTA to

any affirmation, representation or warranty outside of, or in conflict with, the stated terms of this Contract, and CONSULTANT hereby stipulates that it has not relied, and will not rely, on same.

42.3 As this Contract was jointly prepared by both Parties, the language in all parts of

this Contract will be construed, in all cases, according to its fair meaning, and not for or against either Party.

ARTICLE 43. EFFECTIVE DATE The date that this Contract is executed by VVTA shall be the Effective Date of the Contract. IN WITNESS WHEREOF, the Parties hereto have executed this Contract on the day and year below written, but effective as of the day and year first set forth above.

CONSULTANT Name Victor Valley Transit Authority

By: By: Name Title

Kevin Kane VVTA Executive Director

Date: Date:

APPROVED AS TO FORM

By:

Carol Greene VVTA General Counsel




STANDARD SERVICES AGREEMENT – EXHIBIT A

SPECIAL PROVISIONS FOR SERVICE AND/OR EQUIPMENT AGREEMENTS

THE SPECIAL PROVISIONS BELOW ARE INCORPORATED INTO THE AGREEMENT

I. OPTION TO EXTEND

Option to Extend for One to Six Additional Months at the end of the Agreement, beyond the original agreement term and the option terms. VVTA shall have the option to extend the term of this Agreement in one or more increments for a total of no less than one (1) and no more than six (6) calendar months at the discretion of VVTA. Each extension shall be effected by written unilateral Agreement amendment delivered to Contractor no less than fifteen (15) calendar days prior to expiration of any Agreement term. The rates set forth in the Agreement shall apply to any option exercised pursuant to this option clause unless provision for appropriate price adjustment has been made elsewhere in this Agreement or by Agreement amendment. All payments are subject to availability of funds from VVTA.

II. DISENTANGLEMENT

A. General Obligations: Upon termination of the Agreement, Contractor shall

accomplish a complete transition of the services being terminated from Contractor and any Subcontractors to VVTA, or to any replacement provider designated by VVTA, without any interruption of or adverse impact on the services or any other services provided by third parties (the “Disentanglement”). Contractor shall cooperate with VVTA and any new service provider and otherwise promptly take all steps required to assist VVTA in effecting a complete Disentanglement. Contractor shall provide all information regarding the services or as otherwise needed for Disentanglement, including data conversion, files, interface specifications, training staff assuming responsibility, and related professional services. Contractor shall provide for the prompt and orderly conclusion of all work, as VVTA may direct, including completion or partial completion of Projects, documentation of work in process, and other measures to assure an orderly transition to VVTA or VVTA’s designee. All services related to Disentanglement shall be deemed a part of the base services and shall be performed by Contractor at no additional cost to VVTA beyond what VVTA would pay for the base services absent the performance of the Disentanglement services. Contractor’s obligation to provide the services shall not cease until Disentanglement is satisfactory to VVTA, including the performance by Contractor of all asset-transfers, and other obligations of Contractor provided in this Paragraph have been completed.

B. Disentanglement Process: The Disentanglement process shall begin on any of

the following dates: (i) the date VVTA notifies Contractor that no funds or




insufficient funds have been appropriated so that the Agreement shall be terminated for convenience; (ii) the date designated by VVTA, not earlier than sixty (60) days prior to the end of any initial or extended term, that VVTA has not elected to extend pursuant to the Agreement or Task Order; or (iii) the date any Termination Notice is delivered, if VVTA or Contractor elects to terminate any or all of the service pursuant to this Agreement. Subject to the scope of work, Contractor’s obligation to perform services shall expire upon termination except that Contractor shall remain obligated to provide Disentanglement services for up to twelve (12) months after any such termination date, at the rates set forth in the Agreement. Contractor and VVTA shall discuss in good faith a plan for determining the nature and extent of Contractor’s Disentanglement obligations and for the transfer of services in process; provided, however, that Contractor’s obligation under this Agreement to provide all services necessary for Disentanglement shall not be lessened in any respect. Contractor shall be required to perform its Disentanglement obligations on an expedited basis, as determined by VVTA, if VVTA terminates the Agreement for cause.

C. Specific Obligations: The Disentanglement shall include the performance of the

following specific obligations:

1. Full Cooperation and Information: Upon Disentanglement, the parties shall cooperate fully with one another to facilitate a smooth transition of the services being terminated from Contractor to VVTA or VVTA’s designated replacement provider. Such cooperation shall include the provision (both before and after the cessation of Contractor’s providing all or any part of the services under this Agreement) by Contractor to VVTA of full, complete, detailed, and sufficient information (including all information then being utilized by Contractor) to enable VVTA’s personnel (or that of third parties) to fully assume and continue without interruption the provision of the services.

2. No Interruption or Adverse Impact: Contractor shall cooperate with VVTA and all

of VVTA’s other service providers to ensure a smooth transition at the time of Disentanglement, with no interruption of services, no adverse impact on the provision of services or VVTA’s activities, no interruption of any services provided by third parties, and no adverse impact on the provision of services provided by third parties

3. Third-Party Authorizations: Without limiting the obligations of Contractor pursuant

to any other clause herein, Contractor shall, subject to the terms of any third- party Contracts, procure at no charge to VVTA any third-party authorizations necessary to grant VVTA the use and benefit of any third-party Contracts between Contractor and third-party Contractors used to provide the services, pending their assignment to VVTA.

4. Licenses to Proprietary Software: Consistent with Article 16 of this service




agreement, Contractor will provide a nonexclusive, nontransferable, fully-paid, perpetual, irrevocable, royalty-free worldwide license to VVTA for any software purchased directly as a result of and for the sole implementation of this Agreement and consistent with the FTA Capital Cost of Contracting Policy that would be needed in order to allow VVTA to continue to perform for itself, or obtain from other providers, the services as they exist at the time of Disentanglement.

5. Transfer of Assets: Contractor shall convey to VVTA, consistent with the FTA

Capital Cost of Contracting Policy, all VVTA-owned assets in Contractor’s possession and from among those assets then held by Contractor solely for the provision of services to VVTA other than those assets expressly identified by the Parties from time to time as shared resources, such assets as VVTA may select, at a price consisting of the net book value. Contractor shall promptly remove from VVTA’s premises any Contractor assets that VVTA, or its designee, chooses not to purchase.

6. Transfer of Leases, Licenses, and Contracts: Consistent with Article 16 of the

Agreement and the FTA Capital Cost of Contracting Policy, Contractor, at its expense, shall convey or assign to VVTA or its designee such leases, licenses, and other Contracts used by Contractor, VVTA, or any other person in connection with the services, as VVTA may select, when such leases, licenses, and other Contracts have no other use by Contractor other than for the provision of services under this Agreement. Contractor’s obligation described herein shall include Contractor’s performance of all obligations under such leases, licenses, and other Contracts to be performed by it with respect to periods prior to the date of conveyance or assignment, and Contractor shall reimburse VVTA for any losses resulting from any claim that Contractor did not perform any such obligations.

7. Delivery of Documentation: Contractor shall deliver to VVTA, or its designee, at

VVTA’s request, copies of all documentation and data related to VVTA, including the VVTA data, held by Contractor. Notwithstanding the foregoing, Contractor may retain one (1) copy of the documentation and data, excluding specific to VVTA as an agency, for archival purposes, warranty support, or as needed to fulfill obligations under federal law.

8. Hiring of Employees: Contractor shall cooperate with and assist (and shall cause

its Subcontractors to cooperate with and assist) VVTA (or VVTA’s designee) in offering employment, at the sole discretion of VVTA, to any or all skilled or specially trained Contractor employees(and to any or all employees of Contractor’s Subcontractors) that are substantially involved in the provision of services, whether such offers are made at the time of, after, or in anticipation of expiration or termination of the agreement term. Contractor shall be solely responsible for, and shall pay, all severance and related payments, if any are payable pursuant to Contractor’s standard policies, to any such employees of




Contractor hired by VVTA or its designee, and shall cause the relevant Subcontractor of Contractor to pay severance and related payments, if any are payable pursuant to such Subcontractor’s standard policies, to any such employee of a Subcontractor hired by VVTA or its designee.

D. Preparation for Disentanglement

1. Complete Documentation: Consistent with Article 16 of the Agreement and the

FTA Capital Cost of Contracting Policy, Contractor shall provide to VVTA complete information, including complete documentation, as required to be provided under this Agreement, in accordance with the standards and methodologies to be implemented by Contractor, for all software (including applications developed as part of the services) and hardware, that is sufficient to enable VVTA, or another service provider, to fully assume the provision of the services to VVTA. Contractor shall provide such documentation for all upgrades to or replacements of software or hardware, concurrently with the installation thereof.

2. Maintenance of Assets: Consistent with Article 16 of the Agreement and the FTA

Capital Cost of Contracting Policy, Contractor shall maintain all hardware, software, systems, networks, technologies, and other assets utilized in providing services to VVTA (including leased and licensed assets) in good condition and in such locations and configurations as to be readily identifiable and transferable to VVTA or its designees in accordance with the provisions of this Agreement; additionally, Contractor shall insure such assets in accordance with this Agreement.

3. Advance Written Consents: Consistent with Article 16 of the Agreement and the

FTA Capital Cost of Contracting Policy, Contractor shall obtain advance written consents from all licensors and lessors to the conveyance or assignment of licenses and leases to VVTA or its designee upon Disentanglement. Contractor also shall obtain for VVTA the right, upon Disentanglement, to obtain maintenance (including all enhancements and upgrades) and support with respect to the assets that are the subject of such leases and licenses at the price at which, and for so long as, such maintenance and support are made commercially available to other customers of such third parties whose consent is being procured hereunder.

4. All Necessary Cooperation and Actions: Contractor shall provide all cooperation,

take such additional actions, and perform such additional tasks, as may be necessary to ensure a timely Disentanglement in compliance with the provisions of this Section, including full performance, on or before the expiration date, of Contractor’s obligations under this Section.




STANDARD SERVICES AGREEMENT – EXHIBIT B

STANDARD FEDERAL PROVISIONS (FTA)

Any subcontract entered into as a result of the Agreement, shall contain all the provisions of these Standard Federal Provisions. All references to “Contractor” herein shall refer to “Contractor” as defined in the Agreement. As a Federal Transit Administration (FTA) grantee, VVTA is required to inform the Contractor of the following information:

I. No Federal Government Obligations to Third Parties - Applicable To All Contracts

The federal government shall not be subject to any obligations or liabilities to any third-party contractor, or any other person not a party to the relevant Grant Agreement or C o o p e r a t i v e A g r e e m e n t between VVTA and FTA in connection with the performance of this Agreement. Notwithstanding any concurrence provided by the federal government in or approval of any solicitation, sub agreement, or third-party Contract, the federal government continues to have no obligations or liabilities to any party, including Contractor or any other third-party Contractor.

II. False or Fraudulent Statements or Claims - Applicable To All Contracts

The Contractor recognizes that the requirements of the Program Fraud Civil Remedies Act of 1986, as amended, 49 U.S.C. Section 3801, et seq., and U.S. Department of Transit (DOT) regulations, "Program Fraud Civil Remedies," 49 C.F.R., Part 31, apply to its actions pertaining to this Agreement. Accordingly, by signing the Agreement, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, or it may make pertaining to the Contract. In addition to other penalties that may be applicable, the Contractor also acknowledges that if it makes 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,as amended, on the Contractor to the extent the federal government deems appropriate. The Contractor also acknowledges that if it makes a false, fictitious, or fraudulent claim, statement, submission, or certification to the federal government in connection with an urbanized area formula Project financed with federal assistance authorized by 49 U.S.C., Section 5307, the government reserves the right to impose on the Contractor the penalties of 18 U.S.C., Section 1001 and 49 U.S.C., Section 5307(n) (1), to the extent the federal government deems appropriate.

III. Energy Efficiency - Applicable To All Contracts

Contractor agrees to comply with the mandatory energy efficiency standards and policies within the applicable state energy conservation plans issued in compliance with the Energy Policy and Conservation Act, 42 U.S.C. §§ 6321 et seq.




IV. Prohibited Interests - Applicable To All Contracts

No, member, officer, or employee of a local public body, during his tenure or for one year thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. No member of or delegate to the Congress of the United States shall be admitted to a share or part of this Contract or to any benefit arising there from. If Contractor will be preparing an environmental impact statement under NEPA, and an awarded Agreement will include federal funding, Contractor will be required to submit a statement to VVTA certifying that Contractor has no financial or other interest in the outcome of the Project. (40 C.F.R., Section 1506.5(c)).

V. Title VI Civil Rights Act of 1964 - Applicable To All Contracts

During the performance of this Contract, the Contractor, for itself, its assignees and successors in interest (hereinafter referred to as the “Contractor”), agrees as follows:

A. Compliance with Regulations. The Contractor and any Subcontractors shall

comply with the requirements of Title VI of the Civil Rights Act of 1964, 42 U.S.C. § 2000d; 49 U.S.C.§5332 and DOT Regulations, "Non-Discrimination in Federally-Assisted Programs of the Department of Transit -- Effectuation of Title VI of the Civil Rights Act," 49 C.F.R., Part 21, and any implementing requirements FTA may issue, as they may be amended from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Contract.

B. Nondiscrimination. The Contractor, with regard to the work performed by it during the Contract, shall not discriminate on the grounds of race, religion, color, sex, or age, or national origin in the selection and retention of Subcontractors, including procurements of materials and leases of equipment. The Contractor shall not participate either directly or indirectly in the discrimination prohibited by Section 2 1 o f t h e R e g u l a t i o n s , i n c l u d i n g e m p l o y m e n t p r a c t i c e s w h e n t h e Contract covers a program set forth in Appendix B of the Regulations.

C. Solicitations f o r S u b c o n t r a c t o r s , i n c l u d i n g P r o c u r e m e n t s o f

M a t e r i a l s a n d Equipment. In all solicitations either by competitive bidding or negotiations made by the Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential Subcontractor or supplier shall be notified by the Contractor of the Contractor’s obligations under this Contract and the regulations relative to nondiscrimination on the grounds of race, religion, color, sex, age, or national origin.

D. Information and Reports. The Contractor shall provide all information and reports required by the regulations or directive issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its




Facilities as may be determined by the Recipient or the Federal Transit Administration (FTA) to be pertinent to ascertain compliance with such regulations, orders and instructions. Where any information is required or a Contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Contractor shall so certify to VVTA or FTA, as appropriate, and shall set forth what efforts it has made to obtain the information.

E. Sanctions for Noncompliance. In the event of noncompliance, VVTA shall impose

such Contract sanctions as it or FTA may determine to be appropriate, including, but not limited to:

1. Withholding of payments to the Contractor under the Contract until the Contractor complies, and/or

2. Cancellation, termination or suspension of the Contract, in whole or in part.

F. Incorporation o f Prov is ions . The Cont rac tor shal l inc lude the prov is ions of Sections A through E of this Section in every subcontract, including procurements of materials and leases of equipment, unless exempt by the regulations, or directives issued pursuant thereto. The Contractor shall take such action with respect to any subcontract or procurement as VVTA or FTA may direct as a means of enforcing such provisions including sanctions for noncompliance provided; however, in the event a Contractor becomes involved, or is threatened with litigation with a Subcontractor or supplier as a result of such direction, the Contractor may request VVTA to enter into such litigation to protect the interests of VVTA, and in addition, the Contractor may request the United States to enter into such litigation to protect the interests of the United States.

VI. Employee Protections

A. Activities Not Involving Construction - Applicable to Non-construction Contracts Exceeding $2,500

For non-construction activities exceeding $2,500 performed in connection with the Project, the Contractor shall comply with the following employee protection requirements:

1. In accordance with Section 102 of the Contract Work Hours and Safety

Standards Act, as amended, 40 U.S.C. §§ 327 through 332,Contractor shall assure that, for the Project, the wages of every mechanic and laborer will be computed on the basis of a standard work week of forty (40) hours and that each worker will be compensated for work exceeding the standard work week at a rate of not less than 1.5 times the basic rate of pay for all hours worked in excess of forty (40) hours in the work week. Contractor agrees that determinations pertaining to these requirements will be made in accordance with the applicable U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing 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.

2. The requirements of this Subsection do not apply to third-party Contracts for the purchase of supplies, materials, or articles ordinary available on the open market.

B. State and Local Government Employees

Contractor shall ensure that the minimum wage and overtime provisions of the Fair Labor Standards Act, as amended, 29 U.S.C.§§ 206 and 207, apply to employees performing work involving commerce, including such state and local government employees as public transit authority employees, participating in the Project. Consequently, each participant that is a state or local government agrees to comply with the Fair Labor Standards Act's minimum wage and overtime requirements for employees performing work in connection with the Project.

C. Transit Employee Protective Arrangements - Applicable to each contract for transit operations performed by employees of a Contractor recognized by FTA to be a transit operator.

The Contractor shall comply with the following requirements applicable to transit operations performed in connection with the Project:

1. Standard Transit Employee Protective Arrangements. To the extent

that transit operations are involved, the Contractor shall carry out the Project in compliance with terms and conditions determined by the Secretary of Labor to be fair and equitable to protect the interests of employees affected by the Project and to meet the requirements of 49U.S.C. § 5333(b), and U.S. guidelines at 29 C.F.R., Part 215, and any amendments thereto. These terms and conditions are identified in U.S. DOT's certification of transit employee protective arrangements to FTA, the date of which is included in the Grant Agreement or Cooperative Agreement. The Contractor shall carry out the Project in compliance with the conditions stated in that U.S. DOL certification. That U.S. DOL certification and any documents cited therein are incorporated by reference and made part of the Grant Agreement or Cooperative Agreement. The requirements of this Subsection, however, do not apply to formula assistance Projects for the elderly and persons with disabilities authorized by 49 U.S.C. § 5310(a) (2) or to formula assistance Projects for non-urbanized areas authorized by 49 U.S.C. § 5311.

2. Transit Employee Protective Arrangements for Projects Authorized by 49 U.S.C. § 5310(a) (2) for the Elderly and Persons with Disabilities. If the Secretary of Transportation has determined or determines in the future that employee protective arrangements required by 49 U.S.C. § 5333(b) are necessary or appropriate for public body sub recipients under the Project, the




Contractor shall carry out the Project in compliance with the terms and conditions determined by the Secretary of Labor to meet the requirements of 49U.S.C. § 5333(b), and U.S. DOL guidelines at 29 C.F.R., Part 215, and any amendments thereto. These terms and conditions are identified in U.S. DOT's certification of transit employee protective arrangements to FTA, the date of which is included in the Grant Agreement or Cooperative Agreement. The Contractor shall carry out the Project in compliance with the conditions stated in t h a t U . S . DOL c e r t i f i c a t i on . That U . S . DOL c e r t i f i c a t i o n and a n y documents cited there in are incorporated by reference and made part of the Grant Agreement or Cooperative Agreement.

3. Transit Employee Protective Arrangement for Projects Authorized by 49

U.S.C. § 5311 in Non-urbanized Areas. The Contractor shall comply with the terms and conditions of the Special Warranty for the Non-urbanized Area Program agreed to by the Secretaries of Transit and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revision thereto.

VII. Cargo Preference - Applicable To All Procurements Involving Equipment, Materials, or Commodities, Which May Be Transported By Ocean Vessels

46 U.S.C. 1241(b)(1) and 46 C.F.R., Part 381 which imposes U.S. cargo preference requirements on the shipment of foreign made goods shall apply to this procurement.

A. The Contractor shall utilize privately owned United States-flagged commercial

vessels to ship at least 50 percent of the gross tonnage (competed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, materials, or commodities pursuant to this Contract, to the extent such vessels are available at fair and reasonable rates for United States- flagged commercial vessels.

B. The Contractor shall furnish within twenty (20)days following the date of loading for shipments originating within the United States, or within thirty (30) working days following the date of loading for shipments originating outside United States, a legible copy of a rated, “onboard” commercial ocean bill-of-lading in English for each shipment of cargo described in paragraph (A) above to the Recipient (through the prime Contractor in the case of Subcontractor bills-of- lading) and to the Division of National Cargo, Office of Market Development, Maritime Administration, 400 Seventh Street, S.W., Washington, D.C. 20590, marked with appropriate identification of the Project.

The Contractor shall insert the substance of the provisions of this clause in all subcontracts issued pursuant to this Contract.

VIII. Reporting, Record Retention, Access - Applicable To All Contracts




A. Reports. Ata minimum, the Contractor agrees to provide VVTA and FTA those

reports required by U.S. DOT's grant management rules and any other reports VVTA or the federal government may require.

B. Record Retention. The Contractor shall, during the course of the Project and for

five (5) years thereafter, maintain intact and readily accessible all data, documents, reports, records, Contracts, and supporting materials relating to the Project as VVTA or the federal government may require for the Project.

C. Access to Records. Upon request, the Contractor shall permit the Secretary of

Transit and the Comptroller General of the United States, or their authorized representatives, to inspect all Project work, materials, payrolls, and other data, and to audit the books, records, and accounts of the Contractor and its Contractors pertaining to the Project. In accordance with 49 U.S.C. § 5325(a), the Contractor shall require each third-party Contractor whose Contract award is not based on competitive bidding procedures as defined by the Secretary of Transit to permit the Secretary of Transit and the Comptroller General of the United States, or their duly authorized representatives, to inspect all work, materials, payrolls, and other data and records involving that third-party Contract and to audit the books, records, and accounts involving that third-party Contract as it affects the Project.

IX. Federal Changes - Applicable To All Contracts

The 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 Agreement (Form FTA MA (6) dated October, 1999) between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this Contract. Contractor's failure to so comply shall constitute a material breach of this Contract.

X. Disadvantaged Business Enterprises (DBE) Minority-Neutral Program

This project is subject to Title 49, Code of Federal Regulations Part 26 (49 CFR Part 26) Entitled “Participation by Disadvantaged Business Enterprises in Department of Transit Financial Assistance Programs” (DBE Regulations)”. In order to ensure VVTA achieves its federally mandated statewide overall DBE goal, VVTA encourages the participation of DBEs, as defined in 49 CFR Part 26 in the performance of Contracts financed in whole or in part with Federal Funds. The Contractor shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts. Contractor shall be fully informed in respect to the requirements of the DBE Regulations. The DBE Regulations in their entirety, including any updates are incorporated herein by this reference.

This Agreement will be funded by FTA funding. This Exhibit contains VVTA’s DBE Program requirements for FTA only.




A. DBE Certification

VVTA requires all DBEs listed by Contractor for participation to be certified as eligible DBEs at the time of submittal of each Job Order Cost Proposal. Only participation by DBEs certified under the DOT regulations published February 2, 1999, at 49 CFR Part 26, or any updated version thereof, may be credited towards the Contractor’s minority- neutral DBE attainment. It is the responsibility of the Contractor to verify the DBE certification status of all listed DBEs.

VVTA i s p a r t i c i p a t i n g a s a Non-Certifying M e m b e r i n the C a l i f o r n i a Unified Certification Program (CUCP). Therefore, VVTA will accept DBE certification from the certifying member agencies, which certify the eligibility of DBEs in accordance with 49 CFR Part 26, under the CA CUCP. Listings of certifying member agencies, as well as a listing of DBEs certified by the CUCP, are available on the Caltrans Civil Rights Department website, which can be accessed at http://www.dot.ca.gov/hq/bep.

B. DBE Crediting Provisions

1. A DBE must be a small business concern as defined pursuant to Section 3 of U.S. Small Business Act and relevant regulations promulgated pursuant thereto.

2. DBE may participate as a prime Contractor, Subcontractor, joint venture partner,

supplier, or trucker. A proposed DBE must be responsible for a commercially useful function (i.e., a distinct element of the actual scope of work) and must carry out its responsibility by actually performing, managing, and supervising such work; in order to be credited toward DBE participation.

3. Only work proposed to be performed by a DBE’s own work forces (including cost

of supplies, materials and equipment leases) obtained by the DBE for the work of the Contract, except supplies and equipment the Subcontractor purchases and/or leases from the Contractor or its affiliate may be counted.

4. When a DBE subcontracts part of its Contract work to another firm, the value of

the subcontracted work may be counted only if the DBE Subcontractor is itself a certified DBE. Work that a DBE subcontracts to a non-DBE firm cannot be credited. A DBE shall perform at least 30 percent (30%) of the total cost of its Contract with its own workforce.

5. When a DBE performs as a participant in a joint venture, count a portion of the

total dollar value of the Agreement equal to the distinct, clearly defined portion of the work of the Agreement that the DBE performs with its own forces towards DBE participation.

6. Contractor must calculate credit for participation of DBE vendors of equipment,

materials, and supplies, as follows:




a) Sixty percent (60%) of expenditures(s) or equipment, materials and supplies Required under the Contract, obtained from a Regular Dealer; or

b) One hundred percent (100%) of expenditure(s) for equipment, materials and supplies, obtained from a DBE Manufacturer.

For purposes of this section, a DBE Manufacturer is a firm that operates or maintains a factory or establishment that produces, on the premises, the materials, supplies, articles or equipment required under the Agreement and of the general character described by the specifications.

A DBE Regular Dealer is a firm that owns, operates, or maintains a store, warehouse, or other establishment in which the materials, supplies, articles, or equipment of the general character described by the specifications and required under the Agreement are bought, kept in stock, and regularly sold or leased to the public in the usual course of business. To be a Regular Dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question.

Credit for materials or supplies purchased from a DBE which is neither a Manufacturer nor a Regular Dealer will be limited to the entire amount of the fees or commission charged for assistance in the procurement of the materials and supplies or fees or Transit charges for the delivery of materials or supplies required on a job site, provided the fees are reasonable and not excessive as compared with fees charged for similar services. The cost of materials or supplies is not counted in this instance.

7. Contractor may count expenditures to trucking firms, provided that the firm is a

DBE and meets the following conditions:

a) The DBE must be responsible for the management and supervision of the entire trucking operation for which it is responsible on a particular Contract, and there cannot be a contrived arrangement for the purpose of crediting DBE participation.

b) The DBE must itself own and operate at least one fully licensed, insured, and

operational truck used on the Contract.

c) The DBE receives credit for the total value of the Transit services it provides on the Contract using trucks it owns, insures, and operates using drivers it employs.

d) The DBE may lease trucks from another DBE firm, including an owner-

operator who is certified as a DBE. The DBE who leases trucks from another DBE receives credit for the total value of the Transit services the lessee DBE provides on the Agreement.

e) The DBE may also lease trucks from a non-DBE firm, including an owner-




Operator. The DBE who leases trucks from a non-DBE is entitled to credit only for the fee or commission it receives as a result of the lease arrangement. The DBE does not receive credit for the total value of the Transit services provided by the lessee, since these services are not provided by a DBE.

f) A lease must indicate that the DBE has exclusive use of and control over

the truck. This does not preclude the leased truck from working for others during the term of the lease with consent of the DBE, so long as the lease gives the DBE absolute priority for use of the leased truck. Leased trucks must display the name and identification number of the DBE.

8. The following types of fees or commissions paid to DBE Subcontractors, brokers,

and packagers maybe counted, provided that the fee or commission is reasonable, and not excessive, as compared with fees or commissions customarily allowed for similar work including:

a) Fees and commissions charged for providing bona fide professional or

technical services, or procurement of essential personnel, facilities, equipment, materials, or supplies required for performance of the Agreement;

b) Fees charged for delivery of material and supplies (excluding the cost of

materials or supplies themselves) when the licensed hauler, trucker, or delivery service is not also the Manufacturer of, or a Regular Dealer in, the material and supplies.

c) Fees and commissions charged for providing any insurance specifically

required for performance of the Agreement.

XI. CONTRACTOR’S MINORITY-NEUTRAL DBE REPORTING REQUIREMENTS (POST- AWARD)

Contractor shall complete and submit the following DBE reporting forms and/or documents at the times specified:

A. If the Contractor is a DBE firm and/or has proposed to utilize DBE firms,

Contractor shall submit to VVTA by the 15th of each month, a Minority- Neutral/Minority-Conscious Disadvantaged Business Enterprises Monthly Participation Progress Report Form, Attachment D.11. Progress report of its DBE participation on a m o n t h l y basis, which shall i n c l u d e , but not be limited to:

1. Name of each DBE Subcontractor; 2. Type of work performed by each Subcontractor; 3. Original subcontract value for each DBE;




4. The dollars paid to each DBE Subcontractor during the reporting period; 5. The dollars paid to date for each DBE Subcontractor; and 6. Proof of payment to DBE Subcontractors must accompany Minority-

Neutral/Minority-Conscious Disadvantaged Business Enterprises Monthly Participation Progress Report Form, Attachment D.11 submittals.

B. Contractor is advised not to count the participation of DBE Subcontractors until

the amount being counted toward the DBE participation has been paid to the DBE.

C. If Subcontractor is a DBE and is decertified during the life of the Agreement, the

decertified Subcontractor shall notify the Contractor in writing of the date of the decertification. If a Subcontractor becomes a certified DBE during the life of the Agreement, the Subcontractor shall notify the Contractor in writing of the date of the certification. The Contractor shall furnish the written documentation to VVTA in a timely manner using Disadvantaged Business Enterprises Certification Status Change Form CEM_2403 (F), Attachment D.10.

D. Upon completion of the Agreement, Contractor must submit to VVTA a Final

Report – Utilization of Disadvantaged Business Enterprises (DBE), First Tier Subcontractor (see Final Report-Utilization of Disadvantaged Business Enterprises, First Tier Subcontractor Form (Standard Federal Provisions (FHWA) CEM-2402 (F)), Attachment D.9 for a sample) and certified correct by the Contractor’s authorized representative, and shall be furnished to VVTA. The form shall be furnished to VVTA within 90 days from the date of completion of the Scope of Work. The amount of up to $10,000 may be withheld from final payment to Contractor until a satisfactory form is submitted.

E. Failure to submit required DBE reports may result in the delay of processing

Contractor’s invoices for payment.

F. DBE Goal. In order to ascertain whether VVTA’s DBE goal is being achieved, VVTA is tracking DBE participation on all of its Federal-aid Contracts. VVTA has not established a Contract specific DBE goal for this Agreement. Contractors who obtain DBE participation on this project will assist VVTA in meeting its minority-neutral FTA DBE goal.

G. Commercially Useful Function Standards

1. A DBE performs a commercially useful function when it is responsible for execution of the work of the Agreement and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful function, the DBE must also be responsible, with respect to materials and supplies used on the Agreement, for negotiating price, determining quality and quantity, ordering the material,




and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a commercially useful function, VVTA will evaluate the amount of work subcontracted, industry practices, whether the amount the firm is to be paid under the Agreement is commensurate with the work it is actually performed and the DBE credit claimed for its performance of the work, and other relevant factors.

2. A DBE does not perform a commercially useful function if its role is limited

to that of an extra participant in a transaction, Contract, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, VVTA must examine similar transactions, particularly those in which DBEs do not participate.

3. If a DBE does not perform or exercise responsibility for at least thirty

percent (30%) of the total cost of its Contract with its own work force, or the DBE subcontracts a greater portion of the work of a Contract than would be expected on the basis of normal industry practice for the type of work involved, one must presume that it is not performing a commercially useful function.

4. When a DBE is presumed not to be performing a commercially useful function

as provided in the previous bullet, the DBE may present evidence to rebut this presumption. VVTA may determine that the firm is performing a commercially useful function given the type of work involved and normal industry practices.

5. VVTA’s decisions on commercially useful function matters are subject to

review by FTA.

H. DBE “Fronts” and Frauds. Only legitimate DBEs are eligible to participate in any federally funded Contract. Therefore, Contractor is cautioned against knowingly and willingly using “fronts” or doing business with DBEs in a manner, which could compromise the DBE’s continued eligibility and DBE participation credit. The use of “fronts” and “pass through” subcontracts to non-disadvantaged firms constitute criminal violations. Further, any indication of fraud, waste, abuse, or is management of federal funds should be immediately reported to the Office of Inspector General, U.S. Department of Transit at the toll free hotline (800) 424 9071.

XII. Incorporation of Federal and State Guidelines - Applicable To All Contracts

A. All relevant federal and state grant provisions and guidelines, as presently written or as changed during the life of this Agreement, bearing on this Agreement, are hereby wholly incorporated by reference herein and made a part of this Agreement and take precedence over any inconsistent terms of this Agreement. Any subcontract entered into as a result of this Agreement shall




Contain all of the provisions of this Section.

B. Specific guidelines shall be those prescribed by “Federal Transit Administration Master Agreement” (Form FTA-MA) 49 C.F.R., Part 18, and Federal Transit Administration (FTA) Circular 4220.1D and 4220.1F, “Third-party Contracting Requirements” and OMB Circular A-102 “Uniform Requirements for Grants and Cooperative Agreements with State and Local Governments.”

XIII. Drug and Alcohol Program - Not Required

XIV. Equipment Purchases - Applicable To All Contracts

A. Prior authorization in writing by the Project Manager shall be required before Contractor enters into any non-budgeted purchase order or subcontract exceeding $500 for supplies, equipment, or Subcontractor services. If the non- budgeted purpose will cause the Project budget to exceed the Maximum Amount of the Agreement, then prior approval from VVTA’s Executive Director is also required. Contractor shall provide an evaluation of the necessity or desirability of incurring such costs. For purchase of any item, service or consulting work not covered in the Payment or Fee Schedule and exceeding $500, with prior authorization by the Project Manager, three competitive quotations must be submitted with the request or the absence of bidding must be adequately justified.

B. Contractor shall maintain an inventory record for each piece of non-expendable equipment purchased or built with funds provided under the terms of this Agreement. The inventory record of each piece of such equipment shall include the date acquired, total cost, serial number, model identification (on purchased equipment), and any other information or description necessary to identify said equipment. Non-expendable equipment so inventoried are those items of equipment that have a normal life expectancy of one year or more and an approximate unit price of $5,000 or more. In addition, theft-sensitive items of equipment costing less than $5,000 shall be inventoried. A copy of the inventory record must be submitted to VVTA on request by VVTA.

C. At the conclusion of the Agreement or if the Agreement is terminated, Contractor may either keep the equipment and credit VVTA in an amount equal to its fair market value or sell such equipment at the best price obtainable, at a public or private sale, in accordance with established procedures, and credit VVTA in an amount equal to the sales price. If the Contractor elects to keep the equipment, fair market value shall be determined, at the Contractor’s expense, on the basis of a competent, independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to VVTA and Contractor. If it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by VVTA.




D. C.F.R. 49, Part 18 requires a credit to federal funds when participating equipment with a fair market value greater than $5,000, is credited to the Project.

XV. Compliance with Executive Order 11246 - Applicable To All Contracts

During the performance of this Agreement, Contractor agrees as follows: A. Contractor will not discriminate against any employee or applicant for employment

because of race, color, religion, sex, or national origin. Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Contracting officer setting forth the provisions of this nondiscrimination

B. Contractor will, in all solicitations or advancements for employees placed by or

on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.

C. Contractor will send to each labor union or representative of workers with which

it has a collective bargaining agreement or other Contract or understanding, a notice, to be provided by the agency Contracting officer, advising the labor union or workers' representative of the Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

D. Contractor will comply with all provisions of Executive Order No. 11246 of

September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

E. Contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the Contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

F. In the event of Contractor’s noncompliance with the nondiscrimination clauses of

this Agreement or with any of such rules, regulations, or orders, this Agreement




may be cancelled, terminated, or suspended in whole or in part and the

Contractor may be declared ineligible for further government Contracts in accordance with procedures authorized in Executive Order No 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

G. Contractor will include the provisions of paragraphs A through F in every

subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each Subcontractor or vendor. Contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event Contractor becomes involved in, or is threatened with, litigation with a Subcontractor or vendor as a result of such direction, Contractor may request the United States to enter into such litigation to protect the interests of the United States." [Sec. 202 amended by EO 11375 of October 13, 1967, 32 FR 14303, 3 C.F.R., 1966-1970 Comp. p. 684, EO 12086 of October 5, 1978, 43 FR 46501, 3 C.F.R., 1978 Comp. p. 230].

XVI. Cost Principles - Applicable To All Contracts In Excess Of $25,000

A. Contractor agrees that the Contract Cost Principles and Procedures, 48 C.F.R., Federal Acquisition Regulations System, Chapter 1, Part 31 et seq., shall be used to determine the allow ability of individual items of cost, except on negotiated Contracts procured under a Request for Proposals, which shall instead be governed by 48 C.F.R., Part 15.

B. Contractor also agrees to comply with federal procedures in accordance with 49 C.F.R., Part 18, and Uni form Admin is t ra t ive Requ i rements for Grants and Cooperative Agreements to state and local governments.

C. Any costs for which payment has been made to the Contractor that are determined by subsequent audit to be unallowable under application sections of 48 C.F.R., Part 15, 48 C.F.R., Federal Acquisition Regulations System, Chapter 1, Part 31 et seq. and/or or 49 C.F.R., Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to state and local governments, are subject to repayment by the Contractor to VVTA.

XVII. No collusion - Applicable to All Contracts in Excess Of $25,000. Title 23, United States Code, Section 112, requires as a condition precedent to approval by the Federal Transit Administrator of the Contract for this work that Contractor file a sworn statement executed by, or on behalf of, the person, firm, association, or corporation to whom such




Contract is to be awarded, certifying that such person, firm, association, or corporation has not, either directly or indirectly, entered into any agreement, participated in any

Collusion, or otherwise taken any action in restraint of free competitive bidding in connection with the submitted bid. A form to make the non- collusion affidavit statement required by Section 112 as a certification under penalty of perjury rather than as a sworn statement as permitted by 28, USC, Sec. 1746, is attached.

XVIII. Debarment and Suspension - Applicable To All Contracts Exceeding $25,000

A. VVTA and the Contractor shall comply with the requirements of Executive Orders Nos. 12549 and 12689, "Debarment and Suspension," 31 USC § 6101 note; and U.S. DOT regulations on Debarment and Suspension at 49 C.F.R., Part 29.

B. Unless otherwise permitted by FTA, VVTA shall refrain from awarding any third- party Contract of any amount to or enter into any sub-agreement of any amount with a party included in the "U.S. General Services Administration's (U.S. GSA) List of Parties Excluded from Federal Procurement or Non-procurement Programs," implementing Executive Orders Nos.12549 and 12689,"Debarment and Suspension" and 49 C.F.R., Part 29. The list also includes the names of parties debarred, suspended, or otherwise excluded by agencies, and Contractors declared ineligible for Contract award under statutory or regulatory authority other than Executive Order Nos. 12549 and 12689.

C. Before entering into any sub-agreement with a subrecipient, VVTA shall obtain a debarment and suspension certification from each prospective recipient containing information about the debarment and suspension status and other specific information about the subrecipient and its "principals," a defined at 49 C.F.R. § 29.105(p). An example of the appropriate certification is contained in this bid package.

D. Before entering into any third-party Contract exceeding $25,000, VVTA shall obtain a debarment and suspension certification from each third-party Contractor containing information about the debarment and suspension status of that third- party Contractor and its "principals," as defined at 49 C.F.R. § 29.105(p). VVTA also shall require each third-party Contractor to refrain from awarding any third- party subcontract of any amount (at any tier) to a debarred or suspended Subcontractor, and to obtain a similar certification from any third-party Subcontractor (at any tier) seeking a Contract exceeding $100,000. An example of the appropriate certification is contained in this RFP package.

E. VVTA shall provide FTA a copy of each conditioned debarment or suspension certification provided by a prospective third-party Contractor at any tier or subrecipient at any tier. Until FTA approval is obtained, VVTA shall refrain from




awarding a third-party Contract or entering into a sub-agreement with any party that has submitted a conditioned debarment or suspension certification.




STANDARD SERVICES AGREEMENT – EXHIBIT C

FEDERAL PROVISIONS FOR PROCUREMENTS IN EXCESS OF $100,000

All references to “Contractor” herein shall refer to “Contractor” as defined in the Agreement. As a Federal Funding grantee, VVTA is required to inform the Contractor of the following information:

I. BUY AMERICA - Applicable To Public Works, Acquisition of Goods, or Rolling Stock

Procurements Exceeding $100,000

The Contractor's attention is directed to the "Buy America" requirements set forth in Section 165 of the Federal Surface Transit Act of 1982, and the FTA regulations implementing Section 165 (49 C.F.R., Part 661). Information on "Buy America" requirements (49 C.F.R., Part 661) is available for review at the VVTA office.

Any steel or manufactured product used in projects supported by FTA funds must be produced in the United States unless the Secretary of Transit determines that one of the following exceptions applies:

A. Applying this provision would be inconsistent with the public interest.

B. The materials and products required for a project are not produced in the United

States either in sufficient quantity or not of the quality required for this Project.

C. Including domestically produced material will increase the cost of the Contract by more than 25 percent.

Note: In calculating the cost of components under the terms of this provision, labor costs involved in the final assembly are not to be included.

D. Where an FTA grantee is purchasing buses or other rolling stock (including train

control, communication, and traction power equipment), the cost of components produced in the United States is more than 60 percent of the cost of all the components of the rolling stock or equipment, and final assembly of the stock or equipment has taken place in the United States.

E. In reference to exception C above, FTA requires that the bid for nondomestic items

must be adjusted by the appropriate differential (10 or 25 percent) and then the adjusted overall bid prices compared to determine if the inclusion of domestic materials will increase the "overall Project Contract." When both "rolling stock" and "non-rolling stock" are being procured in a single Contract, the appropriate differentials will b e applied to the different items only and not to the overall bid price.




F. Thus, the foreign purchased components of the individual bid items will be adjusted upward, for purposes of determining Buy America compliance only, by 10 percent for rolling stock and 25 percent for non-rolling stock, thereby increasing the Contractor's cost P r o p o s a l item by the adjusted amount, thereby adjusting the overall total bid price.

G. The revised bid amount will be the basis for determining the lowest bid.

H. Within five (5) days of written notification, the Contractor shall provide the

necessary information to substantiate the cost of nondomestic items and the factual basis for the claim of exception to the requirements of Section 165(a) of the Surface Transit Assistance Act of 1982 and the regulations in 49 C.F.R., Part 661.

I. In the Buy America Certificate (FTA) – RFP Attachment D.1, Alternative ‘A’ or 'B,'

must be completed and submitted with the Proposal. A Proposal which does not include either Alternative 'A' or 'B' or which includes both Alternative 'A' and Alternative 'B' may be considered nonresponsive.

J. A waiver from the Buy America provision may be sought by the Contractor if

grounds for the waiver exist. Inclusion of the Alternative 'B' certificate in a bid constitutes an application by the Contractor for an exception to the Buy America requirement applicable to this type of Contract. If a bid includes the Alternative 'B' certificate and an exception is not granted by FTA, the bid will be considered nonresponsive.

II. E N V I R O N M E N T A L VIOLATIONS

For all Contracts and subcontracts in excess of $100,000, Contractor agrees to comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Ai r Act (42 USC, 1857H), Sect ion 508 of the Clean Water Act (33 USC, 1368), Executive Order 11378, and Environmental Protection Agency regulations (40 C.F.R., Part 15) which prohibit the use under nonexempt federal Contracts, grants, or loans of facilities included on the EPA list of Violating Facilities. Contractor shall report violations to FTA and to the USEPA Assistant Administrator for Enforcement (ENO329).

III. ENVIRONMENTAL REQUIREMENT

The successful Contractor recognizes that many federal and state laws imposing environmental and resource conservation requirements may apply to the Project. Some, but not all, of the major federal laws that may affect the Project include: the National Environmental Policy Act of 1969, as amended, 42 USC §§ 4321 et seq.; the Clean A i r Act, as amended, 42 USC §§ 7401 et seq., and scattered sections of 29 USC; the Clean Water Act, as amended, scattered sections of 33 USC and 12




USC; the Resource Conservation and Recovery Act, as amended, 42USC §§ 6901

et seq., and the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42 USC §§ 9601 et seq. Contractor recognizes that U.S. EPA, FTA, and other agencies of the federal government have issued and are expected in the future to issue regulations, guidelines, standards, orders, directives, or other requirements that may affect the Project. Thus, Contractor agrees to adhere to, and impose on its Subcontractors and third-party Contractors, any such federal requirements as the federal government may now or in the future promulgate. Listed below are requirements of particular concern to FTA and VVTA. Contractor acknowledges that this list does not constitute Contractor's entire obligation to meet all federal environmental and resource conservation requirements.

A. Environmental Protection

Contractor shall comply with the applicable requirements of the National Environment Policy Act of 1969, as amended, 42 USC §§ 4321 et seq., in accordance with Executive Order No. 12898, "Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations," 59 Fed. Reg. 7629, February 16, 1994; FTA statutory requirements on environmental matters at 49 USC § 5324(b); Council on Environmental Quality regulations on compliance with the National Environmental Policy Act of 1969, as amended, 40 C.F.R., Part 1500 et seq.; and joint FHWA/FTA regulations, "Environmental Impact and Related Procedures," 23 C.F.R., Part 771, and 49 C.F.R., Part 622.

If Contractor will be preparing an environmental impact statement under NEPA, and an awarded Agreement will include federal funding, the Contractor will be required to submit a statement to VVTA certifying that the Contractor has no financial or other interest in the outcome of the Project. (40 C.F.R., Part 1506, Section 1506(c)).

B. Air Quality

1. Contractor shall comply with all applicable standards, orders, or

regulations issued pursuant to the Clean Air Act, as amended, 42 USC §§ 7401 et seq. Specifically:

a. Contractor shall comply with applicable requirements of U.S. EPA

regulations, "Conformity to State or Federal Implementation Plans of Transit Plans, Programs, and Projects Developed, Funded or Approved Under Title 23 USC or the Federal Transit Act," 40 C.F.R., Part 51, Subpart T; and "Determining Conformity of Federal Actions to State or Federal Implementation Plans," 40 C.F.R., Part 93. To support the requisite air quality conformity finding for the Project, Contractor shall implement each air quality mitigation and control measure incorporated in the Project. Contractor agrees that any Project identified in a State Implementation Plan (SIP) as a Transit




Control Measure will be wholly consistent with the description of the design concept and scope of the Project described in the SIP.

b. U.S. EPA also imposes requirements implementing the Clean Air Act, as amended, which may apply to transit operators, particularly operators of large t r a n s i t bus fleets. Thus, Contractor should be aware that the following U.S. EPA regulations, among others, may apply to this Project: "Control of Air Pollution from Motor Vehicles and Motor Vehicle Engines," 40 C.F.R., Part 85; "Control of Air Pollution from New and In-Use Motor Vehicles and New and In-Use Motor Vehicle Engines: Certification and Test Procedures," 40 C.F.R., Part 86; and "Fuel Economy of Motor Vehicles," 40 C.F.R., Part 600.

2. Contractor agrees to report and require each third-party Contractor and

Subcontractor at any tier to report any violation of these requirements resulting from any Project implementation activity of a third-party Contractor, subrecipient, or itself t o FTA and the appropriate U.S. EPA Regional Office.

C. Clean Water

1. Contractor shall comply with all applicable standards, orders, or

regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 USC§§ 1251 et seq.

2. Contractor agrees to report and require each third-party Contractor and

Subcontractor at any tier to report any violation of these requirements resulting from any Project implementation activity of a third-party Contractor (at any tier), Subcontractor (at any tier), or itself to FTA and the appropriate U.S. EPA Regional Office.

D. Use of Public Lands

Contractor agrees that no publicly-owned land from a park, recreation area, or wildlife or waterfowl refuge of national, state, or local significance as determined by the federal, state, or local officials having jurisdiction thereof, or any land from a historic site of national, state, or local significance may be used for the Project unless the FTA makes the specific findings required by 49 USC § 303.

E. Mitigation of Adverse Environmental Effects

Contractor agrees that, if the Project should cause adverse environmental effects, the successful Contractor will take all reasonable steps to minimize those effects in accordance with 49 USC § 5324(b), and all other applicable federal laws and regulations; specifically, the procedures of 23 C.F.R., Part 771, and 49 C.F.R., Part 622. Contractor agrees to undertake all




environmental mitigation measures that may be identified as commitments in applicable environmental d o c u m e n t s (such as environmental assessments, environmental impact statements, memoranda of agreement, and statements required by 49 USC § 303) and with any conditions the federal government has imposed in its finding of no significant impact or a record of decision. Those mitigation measures are incorporated by r e f e r e n c e and made part of the Grant Agreement or Cooperative Agreement between FTA and VVTA. As soon as the federal government and Contractor reach agreement on any deferred mitigation measures, those measures will then be incorporated by reference and made part of the Grant Agreement or Coo p e r a t i v e Agreement between FTA and VVTA. Contractor agrees that any m i t i g a t i o n measures agreed upon may not be modified or w i t h d r a w n without the express written approval of the federal government.

F. Contractor Certification

If Contractor will be preparing an environmental impact statement on behalf of VVTA under NEPA, Contractor certifies, as required by 40 C.F.R., Part 1506, § 1506.5(c), by signing this Agreement, that it has no financial or other interest in the outcome of the Project.

IV. RESTRICTIONS ON LOBBYING

A. VVTA and Contractor shall not use federal assistance funds to

support lobbying. B. In accordance with 31 USC § 1352 and U.S. DOT regulations,

"New Restrictions on Lobbying," 49 C.F.R., Part 20, if the Project exceeds $100,000, FTA will not make any federal assistance available to the Contractor until FTA has: (a) received the Contractor's certification that the Contractor has not and will not use federal appropriated funds to pay any person or organization to influence or attempt to influence an officer or employee of any federal department or agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal grant, cooperative agreement, or any other federal award from which funding for the Project is originally derived, consistent with31 USC § 1352, and (b) if applicable, the Contractor's statement disclosing any lobbying with nonfederal funds that has




taken place in connection with obtaining any federal financing ultimately supporting the Project.

C. The Contractor agrees to provide VVTA a copy of each lobbying

disclosure statement with the accompanying lobbying certification provided by a prospective third-party Contractor at any tier or subrecipient at any tier.

ATTACHMENT D – INSURANCE REQUIREMENTS RFP 2015-02 – DEMAND RESPONSE DISPATCHING SOFTWARE

VVTA RFP 2015‐02 Page 1 of 3 Rev. 01/2015 ATTACHMENT D – INSURANCE REQUIREMENTS

1. INSURANCE REQUIREMENTS

A. General Requirements for Contractor

1) Without limiting or diminishing the Contractor’s obligation to indemnify or hold VVTA harmless, Contractor shall procure, prior to commencement of the services required under this contract and maintain for the duration of the contract at its own expense, insurance of the kinds and in the amounts as indicated below;

2) Provide VVTA with valid original certificates of insurance and endorsements showing VVTA as

an additional insured.

B. Deductibles or Self-Insured Retention (SIR)

SIR must be declared to and approved by VVTA. At the option of VVTA, either: the insurer shall reduce or eliminate such deductibles or SIR or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

C. Other Insurance Provisions

1) Commercial General Liability and Automobile Liability Commercial General Liability insurance coverage, including but not limited to, premises liability, contractual liability, products and completed operations liability, personal and advertising injury covering claims which may arise from or out of Contractor’s performance of its obligations hereunder and if Contractor’s vehicles or mobile equipment are used in the performance of the obligations under this Agreement, then Contractor shall maintain liability insurance for all owned, non-owned or hired vehicles so used. Policy shall name VVTA, its officers, officials, employees, agents and volunteers as insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations of the scope of protection afforded VVTA, its officers, officials, employees, agents, and volunteers.

a) For any claims related to this project, Contractor’s insurance coverage shall be primary insurance as respects VVTA, its officers, officials, employees, agents, and volunteers. Any insurance and/or deductibles and/or self-insured retentions or self-insured programs maintained by VVTA, its officers, officials, employees, agents, and volunteers shall be excess of Contractor’s insurance and shall not be construed as contributory.

b) Contractor’s insurance shall apply separately to each insured against whom claim is

made or suit is brought, except with respect to the limits of the insurer’s liability.

c) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice has been given to VVTA.

2) Workers’ Compensation



If the Contractor has employees as defined by the State of California, the Contractor shall maintain statutory Workers’ compensation Insurance (Coverage A) as prescribed by the laws of the State of California. Policy shall include Employers’ Liability (Coverage B) including Occupational Disease with limits not less than $1,000,000 per person per accident. The policy shall be endorsed to waive subrogation in favor of VVTA and, if applicable, to provide a Borrowed Servant/Alternate Employer Endorsement. 3) Care, Custody, and Control Contractor shall insure any VVTA property while under its Care, Custody, and Control according to the requirements listed in the insurance coverage required.

D. Acceptability of Insurers Insurance companies shall be State of California admitted or approved and have a current A.M. Best’s rating of no less than A: VIII. E. Verification of Coverage

1) Contractor shall furnish VVTA with original endorsements affecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All insurance certificates and endorsements are to be received and approved by VVTA before work commences.

2) As an alternative, Contractor’s insurer may provide complete, certified copies of all required

insurance policies, including endorsements affecting the coverage required by these specifications.

3) In lieu of purchasing insurance and providing original endorsements and or certificates of

insurance, the Contractor may provide proof of self-insurance; such proof must be to the satisfaction of VVTA.

F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. G. Notification of Terminated Insurance Insurance shall not be terminated or expire without thirty (30) days written notice, and are required to be maintained in force until completion of the contract. H. Endorsements

The following endorsements 1 through 4 are required to be made a part of the Comprehensive General Liability policy, and Endorsement No.4 is required to be made part of the Workers’ Compensation and Employers’ Liability policy:

1. “Victor Valley Transit Authority (herein referred to as VVTA), its employees, officers, agents and contractors are hereby added as additional insurers.”



2. “This policy shall be considered primary insurance as respects any other valid and collectible insurance VVTA may possess, including any self-insured retention VVTA may have, and any other insurance VVTA does possess shall be considered excess insurance only.”

3. “This insurance shall act for each insured and additional insured as though a separate policy

had been written for each. This, however, will not act to increase the limit of liability of the insuring company.” Coverage specified herein shall apply to acquisition actions of all procuring agencies under this contract.

4. “Thirty (30) days’ prior written notice of Termination shall be given to VVTA in the event of Termination.”

Such notice shall be sent to: Victor Valley Transit Authority ATTN: Christine Plasting 17150 Smoketree Street Hesperia, California 92345

I. Proof of Coverage

Copies of all the required Endorsements shall be attached to the CERTIFICATE OF INSURANCE which shall be provided by the Contractor’s insurance company as evidence of the stipulated coverage. This Proof of Insurance shall then be mailed to:

Victor Valley Transit Authority ATTN: Christine Plasting 17150 Smoketree Street Hesperia, California 92345

J. Special Provisions

1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by Contractor and any approval of said insurance by the VVTA Board, VVTA staff or their insurance consultant(s), are not intended to and shall not in any manner limit or quality the liabilities and obligations otherwise assumed by Contractor pursuant to this Contract, including, but not limited to, the provisions concerning indemnification.

2. VVTA reserves the right to withhold payments to Contractor in the event of material noncompliance with the insurance requirements outlined above.

2. MINIMUM INSURANCE COVERAGE

1) Commercial General Liability including Products/Completed Operations: $1,000,000; per occurrence for bodily and property damage liability and $2,000,000 aggregate; VVTA named and endorsed as an Additional Insured.

2) Automobile Liability: $1,000,000; per occurrence for bodily and property damage liability and

aggregate; VVTA named and endorsed as an Additional Insured. 3) Workers’ Compensation: statutory limits 4) Employer’s Liability: $1,000,000; per occurrence.

ATTACHMENT E – PROTEST PROCEDURES

RFP 2015-02 – DEMAND RESPONSE DISPATCHING SOFTWARE

VVTA RFP 2015-02 Page 1 of 5 ATTACHMENT E – PROTEST PROCEDURES REV. 01/2015

VVTA PROTEST PROCEDURES

A. SCOPE OF PROTEST PROCEDURE This Article specifies procedures for interested parties to protest to the Board the following VVTA staff actions:

1. A written notice denying a Proposer’s request for a change in a specification requirement; and

2. A written recommendation to the Board to disqualify a proposer or subcontractor; and

3. A written recommendation to the Board to award a contract to a particular proposer.

Nothing in this policy shall preclude or otherwise restrict the protest procedure specified in FTA’s regulations on disadvantaged business enterprise. B EFFECT OF PROTEST ON CONTRACT AWARD OR PROPOSAL OPENING When a protest has been properly filed prior to contract award, the Board or VVTA Executive Director will not award the contract prior to issuance of a final decision on the protest. When a protest has been properly filed before the opening of proposals, proposals will not be opened prior to the Board’s decision on the protest.

C RELEASE OF PROTEST INFORMATION Material submitted as a part of the protest resolution process will be available to the public except to the extent that:

1. The withholding of information is permitted or required by law or regulation; and

2. The information is designated proprietary by the person submitting the information to VVTA. If the

person submitting material to VVTA indicates that the material contains proprietary material which should be withheld, a statement advising of this fact shall be affixed to the front page of the material submitted and the alleged proprietary information must be specifically identified in the body of the materials wherever it appears.

D. MAINTENANCE OF PROTEST RECORDS The VVTA Executive Director or designee will maintain a written record of each step taken in every proposal protest. The record will list dates of each event and photocopies of all correspondence sent and/or received by VVTA pertaining to the protest. These records will be retained for at least three (3) years from the date each protest is resolved.

E. INCLUSION OF PROTEST PROCEDURES IN SOLICITATIONS A copy of this Proposal Protest Procedure will either be included in every RFP issued by VVTA, or be referenced in every RFP issued by VVTA with a statement that a copy of this Proposal Protest Procedure will be provided immediately to all persons upon request.




F. WHO MAY FILE A PROTEST Protests may be filed only by parties with STATUS. Parties with STATUS are defined as actual Proposers to this VVTA Solicitation. Named subcontractors or suppliers at any tier whose direct economic interest would be affected by an award or failure to amend a contract, a provision of the specifications, or proposal submitted to VVTA by a prime contractor, or by the interpretation of the provisions of such documents. Submission of a proposal or sub-proposal protest will be deemed a waiver of any protest to any Sub-proposer only to protest any subsequent recommendations/decisions of VVTA staff or the Board to disqualify the proposer, reject its proposal, or award the contract.

G. TIME FOR FILING A PROTEST Protest to any particular provision of the specification or to the Staff recommendation for award shall be filed with VVTA within the numbering calendar days specified in California Public Contract Code, Section 20217.

H. FORM FOR FILING A PROTEST Protests must be addressed to the VVTA Executive Director or designee. Protests must be in writing and contain a statement of the ground(s) for protest. At least fifteen (15) copies of the protest must be submitted by the protestor in the time and manner specified in this Part. The VVTA Executive Director or designee will provide notice, by telephone or by letter, to all bidders known to VVTA for the contract which is the subject of the protest. Such notice will state that a protest has been filed with VVTA and identify the name of the protestor. The notice shall be given not more than 5 working days after receipt of a properly filed protest. The notice will state that interested parties will receive further information relative to the protest only if they submit a written request to the VVTA Executive Director or designee.

I. VVTA’S PRELIMINARY RESPONSE TO A PROTEST All VVTA responses to a protest will be issued in writing. The VVTA Executive Director or designee, will designate a VVTA staff person who, not more than 10 working days after receipt of a properly filed protest, will prepare and mail the following information to the protestor and all interested parties requesting such information;

1. A preliminary staff response to the protest including a brief explanation of the rationale supporting

the response; and

2. The proposed time, date and place of the meeting at which the protestor and VVTA staff will attempt to resolve the protest, if such a meeting is appropriate in the judgment of the VVTA Executive Director or designee.

Within 5 working days after the meeting, the protestor shall give the VVTA Executive Director or designee, written notice that the protest is withdrawn or, alternatively, that the protestor requests further consideration of the protest. If the protestor fails to deliver such a notice to the office of the VVTA Executive Director or designee, within 5 working days after the meeting, the protest shall be deemed withdrawn.




J . FURTHER INVESTIGATION OF THE PROTEST If a protest is not withdrawn pursuant to Section I the VVTA Executive Director or designee, will further investigate the protest. The VVTA Executive Director or designee, may contract for third-party consulting services to investigate a protest, when necessary. The VVTA Executive Director or designee, may negotiate with the protestor and other interested parties to share the cost of such consulting services. As part of the investigation, the VVTA Executive Director or designee will establish reasonable times when VVTA, the protestor, and other interested parties will exchange all documents and arguments relevant to the protest.

Upon written request of the protestor, the VVTA Executive Director or designee, may forward the protest and VVTA staff response to the Board for decision without further investigation of the protest by the VVTA Executive Director or designee. If the VVTA Executive Director or designee, elect to proceed without further investigation of the protest, the prior VVTA staff response shall be recommendation of the VVTA Executive Director or designee, and the VVTA Executive Director or designee, will proceed as set out in Section K.

K. VVTA EXECUTIVE DIRECTOR OR DESIGNEE’S RECOMMENDATION Following investigation, the VVTA Executive Director or designee, will distribute to the protestor and all interested parties requesting such information, a written recommendation that the VVTA Executive Director or designee, will submit to the Board to resolve the protest. Within 5 working days after the date of the letter transmitting the VVTA Executive Director or designee’s recommendation on the protest, the protestor must notify the VVTA Executive Director or designee, in writing whether that the protest is withdrawn, or that the protestor requests the protest continue to the Board for decision. If the protestor fails to submit such a notice, the protest shall be deemed to be withdrawn and all proceedings shall cease.

L. SUBMITTAL OF PROTEST TO THE BOARD If the protest is continued to the Board for resolution, the protestor, and all interested parties requesting such information, will be notified of the date, time and place of the Board’s hearing at which the protest will be considered; and the date that the protestor and other interested parties must submit written comments with respect to the recommendation. The date established by the VVTA Executive Director or designee, for submittal of comments by the protestor and other persons will allow a reasonable period for rebuttal and may vary according to the complexity of the particular protest.

A copy of the agenda package sent to Board members prior to a protest hearing will be sent to the protestor and made available to any interested person at least 5 working days before the hearing and will include the VVTA Executive Director’s, or designee’s, recommendation and all written comments received from the protestor and other persons within the submittal period. If the VVTA Executive Director or designee, has revised the recommendation since its distribution, a written description of the new intended decision and the reason(s) for revision will be sent to the protestor and sent or otherwise made available to any interested person.




M. BOARD OF DIRECTORS’ DECISION At the Board meeting scheduled for the protest hearing, the Board, in its discretion, may conduct the hearing and/or continue the hearing to a subsequent Board meeting, or hire an impartial hearing officer to conduct a hearing and prepare a written recommended decision including findings of fact.

At the hearing, the Board Chair or hearing officer may announce procedural rules, including those that are reasonably necessary to preclude repetitious or irrelevant testimony. VVTA staff, the protestor, and any interested person may present evidence relating to the protest. If either party arranges for the use of a court reporter to transcribe the hearing, the other party shall share the cost of transcribing the hearing if it requests a copy of the transcript.

If an impartial hearing officer conducts the hearing, the VVTA Executive Director or designee, will provide written notice to the protestor, and all interested parties requesting such information, of the date, time and place of the VVTA Board meeting at which time the hearing officer’s recommendation will be considered for adoption, and the date the protestor must provide written comments for submittal to the Board. A copy of the documents pertaining to the protest that is provided to the Board with its meeting agenda will be sent to the protestor at least 5 days before the meeting.

In rendering its decision on the protest, the Board, in its discretion may adopt the decision recommended by the VVTA Executive Director or designee; adopt the written recommendation and findings of fact prepared by a hearing officer; or adopt a separate decision. The protestor and all interested parties will be notified in writing of the final decision of the Board within thirty (30) calendar days from the date of the Board meeting. Failure of the Board to reach a final decision or failure to send the written notification of the Board’s decision within the prescribed time frame are grounds for any interested party to appeal to a court of competent jurisdiction, if such forum exists, or to file the protest directly with FTA for Federally- funded projects.

N. FTA PROTEST APPEAL PROCEDURE A protester must file a protest with VVTA in accordance with this Article and the Board must deny that protest before a bidder or proposer may seek review by the Federal Transit Administration (FTA), unless otherwise permitted under the FTA Third Party Contracting Circular (4220.IE, Chapter V, or any successor thereto), and/or by a court of competent jurisdiction. All Board decisions, including a decision on a protest, are final and therefore appealable to FTA or a court of competent jurisdiction if such exists.

O. WAIVER OF CHANGES By submitting a proposal or sub-proposal, each proposer and sub-proposer agrees that in the event that it submits any protest to the terms of the specifications or to any subsequent decision of VVTA staff, VVTA Executive Director or designee, or Board, VVTA retains the discretion to reject all proposals or to make no decision whatsoever. If the VVTA Executive Director or designee, or Board rejects all proposals for any reason, or overrules any protest and awards the contract, the protesting entity waives all claims, rights and causes of action for loss




of anticipated profits from the contract or any subcontract, regardless of whether VVTA’s decision is subsequently invalidated by a court of law. VVTA shall be deemed to have relied to its detriment on such a waiver in deciding either to reject all proposals or to award the contract. Any attempted reservation of rights waived herein shall be grounds to reject a proposal as nonresponsive.

ATTACHMENT F – SUBMISSION OF FORMS

VVTA RFP 2015-02 DEMAND-RESPONSE DISPATCHING SOFTWARE

VVTA RFP 2015-02 Page 1 of 14 Rev. 01/2015 ATTACHMENT F – SUBMISSION OF FORMS

1. If a qualifier, i.e. (Required >$100,000) follows the title of the form, then submit that form only if the BID meets that requirement.

2. Duplicate forms as necessary.

3. Submit ONLY those forms that are checked, unless required elsewhere in the IFB/RFP/RFQ.

4. Submit the following checked items AT THE TIME OF BID SUMISSION:

X Proposal Pricing Form

X Buy America Certification (Required >$100,000)

X Current Client References

X Not on Excluded Parties List System (SAM.com) (Provide page from website)

X Affidavit of Non-Collusion

X Debarment, Suspension, & Other Responsibility Matters

X List of Subcontractors and DBE’s (Required >1/2 of 1% Share of Bid)

X Proposed Disadvantaged Business Enterprise (DBE) Participation; if you or a subcontractor are a DBE, please submit certification with bid.

X Restriction on Lobbying (Prime) One (1) form required of each prime bidder and any proposed subcontractor having greater than a $100,000 share of the bid.

Iran Contracting act Certification (Required)

X Warranty Procedures Form (Required)

X Audited Financials or Tax Returns prepared by a Certified Public Accountant, for the most recent two year period. (Required)

5. Submit the following Required forms at the Time of Contract Award:

a. Proof of Licenses. As required by law, in addition to contract requirements. Must be California approved, valid, showing expiration dates and license numbers. These include, but are not limited to (Only those items checked):

i. X Sales or Services; if applicable

ii. X Business: authorized by the city wherein business is to be conducted (if applicable.)

iii. Driver’s: within classification, required, valid, etc…

iv. Others: any not mentioned herein, but required by industry standard, required by law, by requirements of Contract.

b. Proof of Permits: as required by law, in addition to contract requirements. Must be California approved, valid, showing expiration dates and license

X




numbers.

c. X Insurance Certificate (Proof) must meet the requirements in the RFP. If the Insurance Certificate with the additional insured endorsement is submitted with the bid, the Notice to Proceed can be issued sooner. Failure to submit the Proof of Insurance as requested may result in contract award annulment.

d. Performance Bond: One Hundred percent (100%) of the contract price

e. Payment Bond: One Hundred percent (100%) of the contract price.




Pricing Proposal Form – Time and Materials RFP # 2015-02

Proposer shall complete the following form and include same in the Price Proposal package separate from the Technical Proposal submitted in response to this solicitation.

By execution below Proposer hereby agrees to furnish the related equipment, and services as specified in Victor Valley Transit Authority’s Request for Proposals No. 2015-03 at the prices submitted in response to this solicitation.

PROPOSER COMPANY NAME: STREET ADDRESS:

CITY, STATE, ZIP CODE:

AUTHORIZED OFFICER:

COMPANY OFFICER TITLE:

SIGNATURE OF AUTHORIZED OFFICER:

CONTACT INFORMATION:

OFFICE PHONE NUMBER:

EMAIL ADDRESS: ____________________________________________________________

Year 1 – Development and Implementation

Key Personnel – Hourly Rates are to be fully burdened, including indirect, overhead and benefits

Name

Classification/Title Job Function Hourly Rate

Estimated Hours

$ $ $ $ $ $ $




$ $ $ $ $ $

SubTotal Labor $

Other Direct Cost Schedule (ODC) - All ODC’s are to be proposed at cost-without mark- ups.

Type of ODC Unit Cost Estimated Budget Amount

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

Subtotal ODCs $ Total Year 1 Costs: Labor Plus ODCs $




Year 2 – Maintenance/Upgrades/Enhancements


Name


Estimated Hours

$ $ $ $ $

Subtotal Labor $



$ $ $ $ $ $ $ $


Year 3 – Maintenance/Upgrades/Enhancements


Name


Estimated Hours

$ $ $ $ $

Subtotal Labor $



$ $ $ $ $ $ $ $


ATTACHMENT F – SUBMISSION OF FORM

VVTA RFP 2015-02 – DEMAND RESPONSE DISPATCHING SOFTWARE

VVTA RFP 2015‐02 Page 6 of 14 Rev. 01/2015 ATTACHMENT F – SUBMISSION OF FORMS

Three Year Project Total by Line Item

Three Year Contract Price Summary Labor ODCs

Total Year 1: Development & Implementation $ $ $ Year 2: Maintenance $ $ $ Year 3: Maintenance $ $ $

Total $ $ $




BUY AMERICA CERTIFICATION

Steel, Iron and Manufactured Products Note: Complete either Alternative A or B

ALTERNATIVE A CERTIFICATE OF COMPLIANCE WITH 49 U.S.C. §5323(j)()

(1) [Former Section 165 (a)] The Proposer hereby certifies that it will comply with the requirements of 49 U.S.C. §5323(j)() (1) and the applicable regulations in 49 C.F.R. part 661.

Signature of the Proposer’s Authorized Official

Name and Title of the Proposer’s Authorized Official

Company Name

Date

ALTERNATIVE B CERTIFICATE OF NON-COMPLIANCE WITH 49 U.S.C. §5323(j)()

(1) [Former Section 165(a)]

The Proposer hereby certifies that it cannot comply with the requirements of 49 U.S.C. §5323(j)() (1), but

it may qualify for an exception pursuant to 49 U.S.C. §5323(j)(2)(B), or (D) and regulations in 49 C.F.R.

§661.7.

Signature of the Proposer’s Authorized Official Name and Title of the Proposer’s Authorized Official

Company Name

Date




BUY AMERICA LAW 49 U.S.C. §5323(j)

BUY AMERICA STIPULATIONS:

“(1) The Secretary of Transportation may obligate an amount that may be appropriated to carry out this chapter for a project only if steel, iron, and manufactured goods used in the project are produced in the United States.

“(2) The Secretary of Transportation may waive paragraph (I) of this subsection if the

Secretary finds that –

“(A) applying paragraph (1) would be inconsistent with the public interest;

“(B) the steel, iron, and goods produced in the United States are not produced in sufficient and reasonably available amount or are not of a satisfactory quality;

“(C) when procuring rolling stock (including train control, communication and

traction power equipment) under this chapter – “(i) the cost of components and subcomponents produced in the

United States is more than 60 percent of the cost of all components of the rolling stock; and

“(ii) final assembly of the rolling stock has occurred in the

United States;

“(D) including domestic material will increase the cost of the overall project by more than Twenty-Five percent (25%).

“(3) In this subsection, labor costs involved in the final assembly are not included in calculating the cost of components”




CURRENT CLIENT REFERENCES

Proposer by its signature below, certifies that the following references CNG FUEL CYLINDER REPLACEMENT supplied to other clients over the last seven (7) years (use additional pages as necessary): (A minimum of 5 are required) Agency Name Contact Name/Phone Year 1. 2. 3. 4. 5. 6. 7. ____________________________________________ Signature of the Proposer’s Authorized Official ____________________________________________ Name and Title of the Proposer’s Authorized Official

____________________________________________ Company Name ____________________________________________ Date




NON-COLLUSION AFFIDAVIT (Per Public Contract Code Section 7106)

State of California )

) ss.

County of ____________________________)

, being first duly sworn, deposes and says that he or

she is , of ("Proposer") the party making the foregoing proposal that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the Proposer has not directly or indirectly solicited any other Proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived, or agreed with any Proposers or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the Proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal fee of the Proposer or any other Proposer, or to fix any overhead, profit, or cost element of the proposal fee, or of that of any other Proposer, or to secure any advantage against the public body making the award of anyone interested in the proposed award; that all statements contained in the proposal are true; and, further, that the Proposer has not, directly or indirectly, submitted his or her proposal fee or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, proposal depository, or to any member or agent thereof to effectuate a collusive or sham proposal.

I certify (or declare) under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

_________________________________ ________________________________________ Signature Company Name

________________________________ ________________________________________ Printed Name Title

SUBSCRIBED AND SWORN TO BEFORE ME This _____ day of ____________________________________ , _________.

______________________________________________________ (Seal)

Notary Public




FTA CERTIFICATION REGARDING DEBARMENT,

DEBARRED BIDDERS CERTIFICATION SUSPENSION, INELIGIBILITY AND VOLUNTARY

EXCLUSION For Contracts and Subcontracts in Excess of $100,000

Instruction for Certification

1. By signing and submitting its bid or proposal, the prospective lower tier participant is providing the signed certification set out below.

2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into; If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, VVTA may pursue available remedies, including suspension and/or debarment.

3. The prospective lower tier participant shall provide immediate written notice to

VVTA if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

4. The terms “covered transaction,” “debarred,” “suspended,” “ineligible,” “lower tier

covered transaction,” “participant,” “persons,” “principal,” “proposal,” and “voluntary excluded,” as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549 [49 C.F.R. Part 29]. You may contact VVTA for assistance in obtaining a copy of those regulations.

5. The prospective lower tier participant agrees by submitting its bid or proposal

that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized in writing by VVTA.

6. The prospective lower tier participant further agrees by submitting its bid or

proposal that it will include the clause, set out below, titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions and in all solicitations for lower tier covered transactions.

7. A participant in a covered transaction may rely upon a certification of a

prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntary excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each




participant may, but is not required to, check the Non-procurement List issued by U.S. General Service Administration.

8. Nothing contained in the foregoing shall be construed to require establishment of system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

9. Except for transactions authorized under Paragraph 5 of these instructions, if a

participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to all remedies available to the Federal Government, RT may pursue available remedies including suspension and/or debarment.

“Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier covered Transaction”

1. The prospective lower tier participant certifies, by submission of its bid or proposal, that neither it nor it’s “principals” [as defined at 49 C.F.R. §29.I05(p) is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

2. When the prospective lower tier participant is unable to certify to the statement in

this certification, such prospective participant shall attach an explanation to its bid or proposal.

_______________________________________________ Signature of the Proposer’s Authorized Official _______________________________________________ Name and Title of the Proposer’s Authorized Official _______________________________________________ Company Name ______________________________________________ Date




FTA CERTIFICATION OF RESTRICTIONS ON LOBBYING (For Bids Over $100,000)

I. ___________________________, hereby certify on behalf of ____________________ (Company Name) that:

1. No Federal or State 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 any State or Federal agency, a Member of the State Legislature or the United States Congress, an officer or employee of the Legislature or Congress, or an employee of a Member of the Legislature or Congress, in connection with the awarding of any State of Federal contract, the making of any State or Federal grant, the making of any State or Federal loan, the entering into of any State or Federal cooperative agreement and the extension, continuation, renewal, amendment or modification of any State or 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 Federal agency, a Member of Congress, or an officer or employee of Congress, in connection with this contract, grant, loan or cooperative agreement, which is funded in whole or in part by Federal funds, 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 any subcontractor at any tier performing work under this Federal-Aid funded Contract and that all subcontractors of any tier shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance is 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 § 13 52, 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. Executed this _______________ day of ______________________________, _______ _____________________________________________________ Signature of the Proposer’s Authorized Official _____________________________________________________ Name and Title of the Proposer’s Authorized Official _____________________________________________ ________ Company Name Date




WARRANTY PROCEDURES FORM

Proposer, by its signature below, certified that the following warranties shall apply to the replacement fuel cylinders, parts and installation:

_________________________________________________

Signature of the Proposer’s Authorized Official ____________________________________________ Name and Title of the Proposer’s Authorized Official

___________________________________________ Company Name ___________________________________________ Date

ATTACHMENT G – REQUEST FOR PRE-OFFER CHANGE OR APPROVED EQUALS

RFP 2015-02 – DEMAND RESPONSE DISPATCH SOFTWARE

VVTA RFP 2015-02 Rev. 01/2015 ATTACHMENT G – REQUEST FOR PRE-OFFER CHANGE OR APPROVED EQUALS

This form must be used for requested clarifications, changes, substitutes or approval of items equal to items specified with a brand name, and must be submitted as far in advance of the Due Date as specified in “Proposal Timeline”

This form should be emailed to: [email protected] with “Questions, Clarifications, and Approved Equals” on the subject line.

Request Number:

Proposer:

Email Address: Phone Number:

Page Number: Section:

Questions/Clarifications or Approved Equal:

VVTA Response

ATTACHMENT H – FORM FOR PROPOSAL DEVIATION VVTA RFP 2015-02 – DEMAND RESPONSE DISPATCHING SOFTWARE

VVTA RFP 2015-02 Rev. 01/2015 ATTACHMENT H – FORM FOR PROPOSAL DEVIATION

The following form shall be completed for each condition, exception, reservation or understanding (i.e., deviation) in the proposal according to “Conditions, Exceptions, Reservations and Understanding”. One copy without any price/cost information.

Deviation Number: Proposer:

Email Address: Phone Number:

Page Number: Section:

Detailed Description of Requested Deviation:

Rationale (Pros and Cons):

ATTACHMENT I – ACKNOWLEDGEMENT OF ADDENDA VVTA RFP 2015-02 – DEMAND RESPONSE DISPATCHING SOFTWARE

VVTA RFP 2015-02 Rev. 01/2015 ATTACHMENT I – ACKNOWLEDGEMENT OF ADDENDA

The following form shall be completed and included in the price proposal.

Failure to acknowledge receipt of all addenda may cause the proposal to be considered non-responsive to the solicitation. Acknowledged receipt of each addendum must be clearly established and included with the Offer.

The undersigned Proposer acknowledges receipt of the following addendum to the documents:

Addendum No. Date:

Addendum No. Date:

Addendum No. Date:

Addendum No. Date:

Addendum No. Date:

Addendum No. Date:

Signature of the Proposer’s Authorized Official

Name and Title of the Proposer’s Authorized Official

Company Name

Date

ATTACHMENT J – SUBCONTRACTORS LIST VVTA RFP 2015-02 DEMAND-RESPONSE DISPATCHING SOFTWARE

VVTA RFP 2015-02 Rev. 01/2015 ATTACHMENT J – SUBCONTRACTOR’S LIST

SUBCONTRACTOR’S LIST

(If additional space is needed, supply information on separate form)

COMPANY NAME: ____________________________________________________________

ADDRESS: __________________________________________________________________

CITY/STATE/ZIP: _____________________________________________________________

TELEPHONE: _______________ FAX: _______________

EMAIL ADDRESS: ____________________________________________________________

CONTRACTOR’S LICENSE NUMBER: ____________________________________________

CERTIFIED DBE? _______ _________ YES NO

If yes, please provide certification

COMPANY NAME: ____________________________________________________________

ADDRESS: __________________________________________________________________

CITY/STATE/ZIP: _____________________________________________________________

TELEPHONE: _______________ FAX: _______________

EMAIL ADDRESS: ____________________________________________________________




COMPANY NAME: ____________________________________________________________

ADDRESS: __________________________________________________________________

CITY/STATE/ZIP: _____________________________________________________________

TELEPHONE: _______________ FAX: _______________

EMAIL ADDRESS: ____________________________________________________________




Government & Nonprofit

VVTA RFP 2015-02: Demand Response Dispatching Software