COMPASS State Street Transit Oriented Development: Design and Implementation Planning Project February 15, 2016 by 5:00 p.m. MST

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1 RFP Summary RFP Number RFP RFP Title Deadline for Submittal COMPASS State Street Transit Oriented Development: Design and Implementation Planning Project February 15, 2016 by 5:00 p.m. MST Scope Send Submittals to Direct Inquires to COMPASS Project Manager Format of Submittals See project description and scope of service details starting on pg.3 Megan Larsen, Director of Operations COMPASS Sabrina Minshall, AICP, Director of Planning COMPASS Electronic submittals in PDF format must be received by COMPASS by the date and time in the Deadline for Submittals section above. No exceptions. a. Total page limit is 10 pages. The introductory letter, project organizational chart, resumes, project budget, and required certifications and assurances are not included in page count. b. Front and back cover pages are acceptable and do NOT count in the submittal. Cover pages shall only identify the consultant, sub-consultant(s) and project. 2. Send electronic submittals to Megan Larsen, Questions and Revisions 3. Respondents are responsible for verifying receipt by COMPASS of the submittals 1. Submit questions no later than the date specified in the calendar below. 2. Questions must be sent via to Sabrina Minshall at No phone calls or oral questions will be accepted 3. Responses will be posted within three-full business days of receipt. 4. In the event that it is necessary to provide additional clarification or revisions to this RFP, COMPASS will post addenda to Jobs and Contracts ( webpage. It is the proposer s responsibility to regularly monitor the website for such postings.

2 Clarification of Submittals RFP Calendar During the evaluation of submittals, COMPASS reserves the right to the following: Contact any or all proposers for additional information for clarification purposes, Discard submittals which contain errors, or at its sole discretion, waive disqualifying errors or gain clarification of error or information. These dates are for planning purposes and represent the agency s desired timeline for this project. Any revision to the Deadline for Submittals will be made by addendum. All other dates may be adjusted without notice as needs or circumstances dictate. Date January 23, 2017 Jan 31, :00 am MST Feb 7, :00 pm MST February 15, p.m. MST February 16, 2017-March 3, 2017 Week of Feb 27, 2017 March 6, 2017 Week of March 20, 2017 Week of April 3, 2017 Activity Release RFP Pre proposal conference (call in acceptable) Written questions are due. No questions will be accepted after this date. Responses posted within 3-full business days. DEADLINE FOR SUBMITTALS Submittal review Interviews (if COMPASS determines to be required) Notification of selected consultants Anticipated contract approval and notice to proceed Project kick-off meeting

3 REQUEST FOR PROPOSALS RFP State Street Transit Oriented Development: Design and Implementation Planning Project Community Planning Association (COMPASS) Ada and Canyon Counties, Idaho I. Background and Project Description The Community Planning Association of Southwest Idaho (COMPASS), the metropolitan planning organization for Ada and Canyon Counties, is seeking a qualified consultant to conduct the State Street Transit Oriented Development (TOD): Design and Implementation Planning Project. The project is funded by the Federal Transit Authority s (FTA s) Pilot Program for Transit Oriented Development Planning. The grant was awarded to Valley Regional Transit (VRT), the region s designated recipient for FTA funding. Primary lead on land use planning on the corridor and providing the cash match for the grant is the City of Boise. The scope of this study focuses on providing tangible examples in the form of development concepts on four properties (identified TOD nodes) to illustrate how TOD concepts can integrate land use and transit to help neighborhoods thrive. A successful project will provide the consortium with all necessary support documents to implement TOD along the corridor, using the concept reports as examples; including infrastructure analysis and estimates, recommendations for incentives and zoning changes if needed, public and stakeholder awareness campaigns, market assessments, and a phased action plan. The successful proposal will present how the below described scope will be delivered, what innovations they will utilize, and what deliverables will be presented to achieve the vision articulated in previous consortium work. Careful attention should be paid to not re-do work from past efforts. The chosen consultant will coordinate this effort with two transportation design projects occurring simultaneously on the corridor. Intersection design projects located at State Street/Pierce Park and State Street/Glenwood Street will have separate efforts occurring in FY2017. II. General Scope of Services The three main components to this project are: 1. Verify and update as necessary previous TOD work, compiled into an existing conditions report A. Market strategy (2007) B. TOD policy guidance (2008) C. TOD site selection and prioritization (2008)

4 1. Four Transit Oriented Development or Transit Supported Development Concept Site and Station Plans based upon top locations identified by Project Team A. Public and stakeholder involvement; including design workshops, BRT station designs, and interim or evolutionary treatments B. Neighborhood vicinity infrastructure connectivity analysis reports of the TOD sites with cost estimates for capital improvements (assuming ½ mile) C. Pro forma for each development plan 2. Additional Analysis /Strategy A. Socio-demographic summary of the corridor B. Housing needs analysis and recommendations of how and where to leverage federal funds for both public and private housing investments including the Low Income Housing Tax Credit Program (LIHTC), Community Development Block Grant (CDBG), and HOME (Home Investment Partnership Program), among others which could be focused to retain and increase affordable housing for disadvantaged and underserved populations for the corridor. C. Public awareness and landowner support campaign for development of BRT/TOD locations. D. Corridor-wide land use plan with interim steps and actionable strategies in 3-5 year and 5-10 year planning horizons including identification and prioritization of specific secondary sites from the existing TOD report. E. Comprehensive Plan or zoning ordinances recommendations, including specific policies or zoning modifications for TOD locations and overall corridor for implementation actions. F. Recommendation of incentives and opportunities for public/private partnerships to stimulate development of TODs. Corridor Background and History of Previous Work The overall project area focuses on the State Street/SH44 corridor between the new Downtown Multi Modal Center and SH16 through the communities of Boise, Garden City and Eagle. The roadway is referred to as State Street between Glenwood Street and Downtown Boise and as SH44 between SH16 and Glenwood Street. The study area is also known as the State Street Corridor. A consortium of agencies (Ada County, Ada County Highway District (ACHD), Capital City Development Corporation (CCDC), City of Boise, City of Eagle, City of Garden City, Community Planning Association of Southwest Idaho (COMPASS), Idaho Transportation Department (ITD), and Valley Regional Transit (VRT)) have been working together since 2002 to define, shape and build a promising future for the State Street/SH44 Corridor. The long term vision for the corridor includes State Street as a transit corridor with dedicated bus rapid transit (BRT)/ High Occupancy Vehicle (HOV) lanes in a sevenlane cross section; and land use policy changes and transit oriented development

5 within the corridor to support the high capacity transit (State Street MOU ). State Street/SH44 is the only east/west connection north of the Boise River that links communities in Canyon and Ada Counties. The corridor provides the only continuous connection between the cities of Boise, Garden City, Eagle, and Star. Traffic demand projections indicates need for a nine-lane roadway by the year 2040; which is untenable from a social, fiscal or political perspective. In addition, Communities in Motion (CIM), the long-range transportation plan for Ada and Canyon Counties identifies the corridor as a major multi modal connection due to the multitude of different land uses that exist today and are planned for the future along it. State Street is the region s major northern access route to more than 35,000 jobs in downtown Boise. Substantial work has been done by the consortium since 2002 including a TOD Market Strategy (2007), TOD Policy Guideline (2007), TOD Site Selection and Prioritization (2010) and a compilation of the work in the State Street Transit and Traffic Operational Plan (TTOP) (2011). All relevant documents can be found at: The TTOP includes an Implementation Plan, which defines time periods when roadway, transit, and land use improvements will be needed based on future conditions in the corridor. The near-medium term recommendations for the TTOP implementation encompass the following areas: Financial implementation strategy by project (completed) Enhanced transit service (incrementally increasing) Technology (ITS) solutions (both traffic and transit oriented) (underway) Park & Ride study (a component of a regional study) (underway) Roadway, bicycle, and pedestrian improvements (underway) Intersection improvements (underway/under study) Master plans, area plans and zoning ordinances to support land use changes TOD Planning TOD Implementation Planning for HOV/transit lane(s) implementation from 23 rd Street to Glenwood Street Expand HOV/transit lane(s) implementation from Glenwood Street to State Highway 16 Work Remaining/General Need The TTOP recognized the need for significant changes in land use policies to support Transit Oriented Development (TOD). TOD is a new development type in the Treasure Valley; not fully understood by residents, developers, and financial institutions. One goal of this project is to promote an understanding of how density and mixes of uses can appeal to several demographic user groups while also meeting market and profit demands. Another project goal is to enhance economic development and investment along the corridor. Incentives for public/private partnerships do not currently exist within the zoning codes of State Street/SH44 land use jurisdictions.

6 Barriers to TOD implementation include congested traffic conditions, generally built out environment on the east end of the corridor, potential impacts to existing businesses, lack of existing public/private incentives, and minimal support in current zoning codes to support TOD. Fragmented parcel ownership also creates challenges in consolidating parcels to achieve the necessary mix of uses and densities to support high capacity transit. The State Street project will advance transit oriented development by creating a framework for incentives for landowners and developers to develop or redevelop their properties in transit supportive configurations and by raising public awareness for transit and TOD along this corridor. Both strategies will need to be supported by modifications to comprehensive plans and zoning ordinances. III. Submittal Requirements The submittal shall include: A. Introductory letter: Introduction of submittal, identify the project manager, provide contact information (physical address, telephone number, and ) and a statement confirming the commitment of key personnel identified in the submittal to meet COMPASS quality and schedule expectations. The Introductory Letter shall include a statement regarding the Professional Services Agreement as described below in III-B. B. Professional Services Agreement: Provide a statement that the Professional Services Agreement (sample attached in Appendix A) has been read, that the firm will meet the prerequisite insurance requirements, and the firm, if selected, agrees to enter in to such agreement. C. Certifications and Assurances (Appendix B): a) Respondent certification b) Conflict of interest affidavit c) Suspension and debarment certification D. Firm Qualifications and Relevant Experience: Discuss the firm s qualifications, experience and history in working on multi-jurisdictional TOD and transportation /land use integration plans and site development planning for TOD and mixed use development. Please address the firm s project management systems including reporting, billing and QAQC processes. a) Provide information summarizing qualifications and experience of the project manager and brief resumes of the key staff that will be directly involved in this project. Include a brief description of the role of individuals in the referenced projects. b) Provide an organizational chart of all members of the proposed consultant project team that will be working on the project, including subconsultants, if applicable.

7 E. References: Provide references for three directly applicable projects with current contact information. F. Sub-consultants: List all sub-consultants that will be directly involved in this project. a) Identify the role of the sub-consultant(s) b) Include the sub-consultant(s) qualifications, and relevant experience as described in items III-C above. References and resumes are not required for sub-consultants. G. Project Approach / Work Plan: Discuss the approach, work plan and proposed schedule of the project as per Project Components 1-3 in this RFP. Please highlight any innovative approaches your firm would take that would benefit the project. Please clearly identify what deliverables you would propose in each component and subcomponent. Please also address the proposed project communication plan. The evaluation criteria can be found in section V. H. Questions: See page 2 for instructions regarding any questions about this RFP. I. Total page limit is 10 pages, introductory letter, organizational chart, and resumes are not included in page count. a) Front and back cover pages are acceptable and do NOT count in the submittal. Cover pages shall only identify the consultant, subconsultant(s) and RFP title. J. Electronic submittals in PDF format must be received by COMPASS by the date and time in the Deadline for Submittals section. No exceptions. a) Submittal must be consolidated into one PDF file of 10MB or less. Zipped files are not recommended. b) Send electronic submittals to Megan Larsen, mlarsen@compassidaho.org by the date and time in the Deadline for Submittals section on page 1. Include COMPASS State Street Transit Oriented Development: Design and Implementation Planning Project in the subject line. c) Respondents are responsible for verifying receipt by COMPASS of the submittal. If you do not receive an confirmation in the return, call Megan Larsen at before the deadline on page 1. Without a receipt confirmation do not consider your submittal as received.

8 IV. Additional Information A General: These instructions form part of the contract documents and shall have the same force as any other portion of the contract. All respondents should review the Request for Proposal and any supplemental documents attached to this request. All the terms and conditions of the agreement are binding on the successful Contractor. Failure to comply may subject the proposal to immediate rejection. COMPASS reserves the right to determine whether any proposal meets the specifications stated in this document. B. Respondent Responsibility: COMPASS has made every attempt to provide all information needed to thoroughly understand the project terms, conditions, and requirements. By submitting a proposal, a Respondent represents that it has investigated and agreed to all terms and conditions of this Request for Proposal (RFP.) C. Availability of Proposal Packets: Packets may be downloaded from COMPASS website, or picked up at the COMPASS office, 700 NE 2nd Street, Suite 200, Meridian, ID D. Respondents Proposals to COMPASS: Respondents are expected to thoroughly examine the scope of work, terms, and conditions of the RFP. Respondent s terms, conditions, and prices shall constitute a firm offer to COMPASS that cannot be withdrawn by the Respondent for ninety (90) calendar days after the closing date for proposals. E. Delivery of Proposals to COMPASS: Proposals should be submitted to COMPASS electronically in pdf format by 5:00 PM MST, February 15, 2017 to mlarsen@compassidaho.org. F. Late Proposals: Proposals received after the date and time indicated herein shall not be accepted. Requests for extensions of the proposal closing date or time will not be granted. It is the respondent s responsibility to ensure their proposal is received before the closing date and time. G. Withdrawal or Modification of Proposals: Proposals may not be modified after the closing date. Proposals may be withdrawn by respondent before proposal closing date upon written request of the official who is authorized to act on behalf of the respondent. H. Inquiries, Correspondence, Requests for Changes or Clarification: Respondents shall notify COMPASS of any ambiguity, inconsistency, or error that they may discover upon examination of these documents. All questions and requests for clarification or modification of the RFP shall be made in writing and ed to: Sabrina Minshall, sminshall@compassidaho.org. The last day to submit written questions is: February 7, I. Addenda: If COMPASS determines any changes are necessary an addendum will be issued incorporating those changes. All modifications, interpretations, corrections, or changes of this document will be made only

9 by written addendum. Interpretations, corrections, or changes of this document made in any other manner will not be binding and respondents shall not rely upon such interpretations, corrections, or changes. All Addenda will be posted at the COMPASS website, Respondents are responsible for making themselves aware of the existence of any addenda. Respondents shall consider all addenda and any/all resulting respondent cost adjustments or other changes resulting from said addenda must be included in their proposals. J. Protests before Bid Closing: Written objections to specifications or procedures must be submitted in writing to Megan Larsen at and must be received at least seven (7) days prior to the due date for receipt of proposals. If the written protest is not received by the time specified, proposals may be received and award made in the normal manner unless COMPASS determines that remedial action is required. Oral protests not followed up by a written protest will be disregarded. K. Experience and Qualifications: Respondent may be required upon request of COMPASS to substantiate that Respondent and its proposed subcontractors have the skill, experience, licenses, necessary facilities, and financial resources to perform the contract in a satisfactory manner and within the required time. L. COMPASS Prerogative: COMPASS reserves the right to contract with any single firm or joint venture responding to this RFP (without performing interviews), based solely upon its evaluation and judgment of the Respondent in accordance with the evaluation criteria. This RFP does not commit COMPASS to negotiate a contract, nor does it obligate COMPASS to pay for any costs incurred in preparation and submission of proposals or in submission of a contract. COMPASS reserves and holds at its discretion the following rights and options in addition to any others provided by COMPASS: (1) to reject any or all of the proposals; (2) to issue subsequent requests for proposals; (3) to elect to cancel the solicitation; (4) to waive minor informalities and irregularities in proposals received;(5) to enter into a contract with any combination of one or more prime Respondents, subcontractors, or service providers; (6) to approve or disapprove the use of proposed subcontractors and substitute subcontractors; and (7) to negotiate with any, all, or none of the respondents to the RFP. In addition, COMPASS reserves the right to contract for all or a partial list of services offered in the proposal. M. Intent to Award: Upon completion of the solicitation evaluation COMPASS will provide to all Respondents a Notice of Intent to Award.

10 N. Protest of Respondent Selection or Contract Award: Any actual or prospective Respondent who is aggrieved in connection with the selection of a Respondent or award of the contract or Proposal may submit a protest to Megan Larsen at mlarsen@compassidaho.org The protest shall be submitted in writing within seven (7) calendar days after such aggrieved person knows or should have known the facts which give rise to the protest. The protest must set forth in specific terms the alleged reason the Respondent selection or contract award is erroneous. Protest submissions should be concise, logically arranged, and clearly state the grounds for the protest. A protest must include the following information: Name, address, and telephone number of the protestor; a detailed statement of the legal and factual grounds of the protest including copies of relevant documents; and a statement as to what relief is requested. O. Disadvantaged Businesses: COMPASS promotes the participation of disadvantaged business enterprises (DBE) in all areas of COMPASS s contracting to the maximum extent practicable. The successful Respondent selected for this project shall take all necessary and reasonable steps to ensure that DBE firms have the maximum practicable opportunity to participate in the performance of this project and any subcontracting opportunities thereof. P. Nondiscrimination: COMPASS will not discriminate with regard to race, color, creed, national origin, sex, age, or disability in the consideration for award of contract. Q. Changes: Respondents must not alter this document so as to change any portion except as required to submit their pricing and acknowledgement of acceptance of the terms and conditions included herein. Any changes other than those allowed will be grounds for non-acceptance and rejection of their proposal. R. Public Records/Confidential Information: All submittals, including proposals, and any other information provided by a respondent may be considered a public record and, except as noted below, will be available for inspection and copying by any person after the award of a contract. Any information submitted to COMPASS is subject to release as provided for by Idaho Public Records Law, Idaho Code, Title 74, Chapter 1. COMPASS will take reasonable efforts to protect any information marked confidential, to the extent allowed by Idaho Public Records Law. Confidential information should be clearly identified in a cover letter submitted with response. Confidential information will be returned to the Respondent upon request after award of the contract. It is understood, however, that COMPASS will have no liability for disclosure of such information. Any proprietary or confidential information contained in or within any Proposal is subject to potential disclosure.

11 V. Evaluation and Selection Process Submittals to this RFP will be evaluated on the following criteria: A. Firm Qualifications, Relevant Experience, References: 10 points a) Demonstrated experience with and history in working on multijurisdictional, TOD and transportation /land use integration plans with in the past 5 years b) Experience with and understanding of site planning for TOD and mixed use development. c) References from previous clients B. Project Team Staff/ Project Manager: 10 points a) Proposed project team staff ability and record of achievement, particularly the qualifications and experience of key supervisory personnel and their commitment to the project. b) Availability of the staff of the consultant team to take on work tasks to meet the project completion date according to the proposed schedule. c) Previous successful collaboration among consultant team and firms. C. Project Approach: Scope of Work/Work Plan: 60 points a) Proposed project approach, overall work plan and schedule demonstrates a full comprehension of the scope of services, provide services at a high performance level and meet project requirements. 20 points b) Approach and work plan demonstrates ability to address potential key challenges with the project and includes innovative ideas for approach, deliverables, etc. to meet the project objectives. 30 points c) Quality and thoroughness of the submittal in addressing the project objectives contained in this RFP. 5 points d) Schedule, tasks, and deliverables are clearly laid out. 5 points D. Project Management: 10 points a) Demonstrated ability to manage the project and successfully complete it on time based on proposed schedule, organizational structure of the project team, and availability and location of consultant team. Past projects and references should be used to demonstrate appropriate stakeholder involvement and internal controls E. Best Cost Evaluation: 10 points a) Demonstrated best value for budget presented, best use of classification of staff and hours presented.

12 Federal Contracting Requirements A. General: This RFP and the anticipated contract are subject to the terms of the Federal Transit Administration (FTA) of the United States Department of Transportation. B. Program Fraud, False or Fraudulent Statements or Related Acts: The Contractor acknowledges that the provisions of the Program fraud Civil Remedies Act of 1986, as amended, 31U.S.C et seq. and U.S. DOT regulations, Program Fraud Civil remedies, 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA-assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the federal government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the federal government deems appropriate. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the federal government under a contract connected with a project that is financed in whole or in part with federal assistance originally awarded by FTA under the authority of 49 U.S.C. 5307, the government reserves the right to impose the penalties of 18 U.S.C and 49 U.S.C. 5307(n)(1) on the Contractor, to the extent the federal government deems appropriate. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. C. Equal Employment Opportunity: In connection with the execution of this Contract, the Contractor shall not discriminate against any employee or application for employment because of race, color, creed, national origin, sex, age, or disability. The Contractor shall take their employment, without regard to their race, religion, color, sex, national origin, etc. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and, selection for training including apprenticeship. Contractor further agrees to insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials. D. Title VI Civil Rights Act of 1964: The following requirements apply to the underlying contract:

13 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 , and federal transit law at 49 U.S.C. 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable federal implementing regulations and other implementing requirements FTA may issue. Equal Employment Opportunity: The following equal employment opportunity requirements apply to the underlying contract. 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, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor, 41 C.F.R. Parts 60 et seq., (which implement Executive Order No , Equal Employment Opportunity, as amended by Executive Order No Relating to Equal Employment Opportunity, 42 U.S.C. 2000e note), and with any applicable federal statues, executive orders, regulations, and federal policies that may in the future affect construction activities undertaken in the course of the project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 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, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. Disability: In accordance with Section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C , the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act, 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

14 The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with federal assistance provided by FTA, modified only if necessary to identify the affected parties. E. Disadvantaged Business Enterprise (DBE) Participation Policy: It is the policy of the U.S. Department of Transportation that Disadvantaged Business Enterprises as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with federal funds under this agreement. Consequently, the DBE requirements of 49 CFR Part 23 apply to this agreement. DBE Obligation: COMPASS and the Contractor agree to ensure that Disadvantaged Business Enterprises as defined in 49 CFR Part 23 have the maximum opportunity to participate in the performance of contracts and subcontracts under this agreement. In this regard, COMPASS and Contractor shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that Disadvantaged Business Enterprises have the maximum opportunity to compete for and perform Contracts. COMPASS and Contractor shall not discriminate on the basis of race, creed, color, national origin, age, or sex in the award and performance of DOT-assisted Contracts. F. Fly America The Contractor agrees to comply with 49 U.S.C (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part , which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. G. Conflict of Interest: No employee, officer, or agent of COMPASS shall participate in selection or in the award of administration of a contract if a conflict of interest real or apparent, would be involved. Such a conflict would arise when (1) the employee, officer, or agent: (2) any member of his or her immediate family; (3) his or her partner; or (4) an organization that employs, or is about to employ, has a financial or other interest in the firm selected for award. COMPASS s officers, employees, or agents shall neither solicit nor accept gratuities, favors, or anything of monetary value from Contractors, potential Contractors, or parties of sub-agreements.

15 H. Debarred Bidders: The Contractor, including any of its officers or holders of a controlling interest, is obligated to inform COMPASS whether or not it is or has been on any debarred bidders list maintained by the United States government. Should the Contractor be included on such a list during the performance of this project, Contractor shall so inform COMPASS. I. Access to Records and Reports: (49 USC 5325, 18 CR (i) 49 CFR ) The Contractor agrees to provide COMPASS, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. The Contractor agrees to maintain all documents, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). J. Federal Changes: (49 CFR Part 18) Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement with the 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. K. No government obligation to third parties a) COMPASS and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to COMPASS, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.

16 b) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. L. Incorporation of Federal Transit (FTA) Terms (FTA Circular E) The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular D (also see Change 1), dated April 15, 1996, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any COMPASS requests that would cause COMPASS to be in violation of the FTA terms and conditions. M. Americans with Disabilities Act (ADA) The Contractor agrees to comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), as amended, 42 USC et seq.; Section 504 of the Rehabilitation Act of 1973, as amended, 29 USC 794; 49 USC 5301(d); and any implementing requirements FTA may issue. These regulations provide that no handicapped individual, solely by reason of his or her handicap, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity included in or resulting from this Agreement.

17 Appendix A Sample Professional Service Agreement

18 Appendix B Required Certifications RESPONDENT'S INFORMATION & CERTIFICATION Respondent acknowledges receipt of the following addenda: Addenda # Date Received The undersigned certifies as follows: (1) That they have read and understand all requirements and specifications of the proposal invitation; and (2) That they agree to all requirements, specifications, terms, and conditions of the proposal referenced above; and (3) That they will furnish the designated items(s) and /or service(s) as quoted in the Proposal; and (4) That they certify under penalty of perjury that the Respondent is, to the best of their knowledge, not in violation of any Idaho tax law; and (5) That their company has been certified as one of the following registered business classifications: DBE Corporation Other (identify): Idaho Resident Bidder: Yes No Federal Tax ID Number: Company Name: Contact Person and Title: Phone: Address:

19 Respondent understands and agrees that, by their signature, if awarded the contract for the project, they are entering into a contract with COMPASS that incorporates the terms and conditions of the Project Services Agreement. Consultant understands that this proposal constitutes a firm proposal to COMPASS that cannot be withdrawn for ninety (90) calendar days from the date of the deadline for receipt of proposals. The successful Respondent agrees to deliver to COMPASS the required insurance certificates no later than ten (10) calendar days after the date of Contract Award by COMPASS and before any work can commence on the project. Company Name: Signature: Date

20 CONFLICT OF INTEREST AFFIDAVIT The undersigned states on behalf of the Respondent: Conflict of Interest - That the Respondent, by entering into this contract with COMPASS is to perform or provide work, services, or materials to COMPASS, has thereby covenanted, and by this affidavit does again covenant any such interest, which conflicts in any manner or degree with the services required to be performed under this contract and that it shall not employ any person or agent having any such interest. In the event that the Respondent, its agents, employees, or representatives, hereafter acquire such a conflict of interest, it shall immediately disclose such interest to COMPASS and take action immediately to eliminate the conflict or to withdraw from this contract, as COMPASS may require. Contingent Fees and Gratuities - That the Respondent, by entering into this contract with COMPASS to perform or provide services or materials for COMPASS has thereby covenanted, and by this affidavit does again covenant and assure: 1. That no person or selling agency except employees or designated, agents or representatives of the Respondent has been employed or trained to solicit or secure this contract with an agreement or understand that a commission, percentage, brokerage, or contingent fee would be paid; and 2. That no gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Respondent or any of its agents, employees or representatives, to any official, member or employee of COMPASS or other governmental agency with a view toward securing this contract or securing favorable treatment with respect to the awarding or amending, or the making of any determination with respect to the performance of this contract. Company Name: Signature:

21 SUSPENSION AND DEBARMENT This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the respondent is required to verify that none of the respondent, its principals, as defined at 49 CFR , or affiliates, as defined at 49 CFR , are excluded or disqualified as defined at 49 CFR and The respondent is required to 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. By signing and submitting its bid or proposal, the respondent certifies as follows: The certification in this clause is a material representation of fact relied upon by COMPASS. If it is later determined that the respondent knowingly rendered an erroneous certification, in addition to remedies available to COMPASS, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The respondent agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The respondent further agrees to include a provision requiring such compliance in its lower tier covered transactions. If there are any exceptions to this certification, insert the exceptions in the space below: Exceptions will not necessarily result in denial of award, but will be considered in determining proposal responsibility. For any exception noted below, indicate to whom it applies, initiating agency, and dates of action. Providing false information may result in criminal prosecution or administrative sanctions. Company Name: Signature: