CITY OF SANTA ROSA REQUEST FOR PROPOSALS

Transcription

1 CITY OF SANTA ROSA REQUEST FOR PROPOSALS Professional Services Agreement Paratransit Efficiencies Review PROPOSAL DUE DATE & TIME January 28, :00 PM SUBMIT PROPOSALS TO: MICHAEL IVORY 100 SANTA ROSA AVENUE, ROOM 6 SANTA ROSA, CA

2 Table of Contents Introduction... 3 Background Information... 4 Scope of Work... 4 Term... 4 Time Requirements... 4 General Information... 5 Rejection of Bids... 6 Withdrawal of Bids... 6 Late Bids or Modifications... 6 Litigation Procedures... 6 Protests... 6 Exhibit 1 Professional Services Agreement... 8 Attachment One Insurance Requirements...16 Paratransit Services Audit RFP P a g e 2

3 Introduction The City of Santa Rosa (City) is soliciting proposals for the efficiency review of an existing Paratransit Service being operated as purchased transportation. Ideally, City would like to acquire the services of a Consultant knowledgeable in Paratransit Service including maintenance functions, operations, dispatch and scheduling, fare structure, and reporting. City is primarily interested in identifying efficiencies for the Paratransit Service that can be implemented to improve the level of service to the community within existing resources. Santa Rosa Paratransit Services is experiencing sharp increases in ridership levels due to The State of California funding reductions to social service programs, other actions by public and private agencies to shift transportation needs from their organizations to Paratransit Services, and changing community demographics. Efficiencies introduced in the last few years have been successful but the changes made by other entities operations and budget reductions have resulted in the need for the City to implement additional efficiencies in the Paratransit Services. To be considered, four (4) printed copies and one (1) digital copy of your proposal should be submitted, no later than 5:00 PM on January 28, 2013 to the attention of; Michael Ivory 100 Santa Rosa Avenue, Room 6 Santa Rosa, CA mivory@srcity.org. City reserves the right to reject any or all proposals and, where it may serve City s best interests, to request additional information or clarifications from proposers, or to allow corrections of errors or omissions. At the discretion of City, firms submitting proposals may be requested to make oral presentations as part of the evaluation process. It is anticipated the selection of a Consultant will be completed by February 3, Following the notification of the selected firm it is expected a contract will be executed between both parties by February 28, Paratransit Services Audit RFP P a g e 3

4 Background Information City operates a thirty eight bus fleet of fixed route buses and a complementary fleet of eleven paratransit cutaway buses and two accessible minivans to service forty one square miles of incorporated area. The fixed route service carried slightly over three million (3,032,000) passengers in the last report year while the paratransit service carried 49,660 in the same report cycle. This ratio is not commensurate with the operating cost comparison of the two modes of service. Scope of Work City expects the Proposer to provide a report covering the past four report years that will include an evaluation of the service efficiency accompanied by recommendations for service enhancements to offset increasing ridership and costs. To complete this specific phase, City will expect Consultant to: Identify or analyze alternative means to serve qualified paratransit riders and relieve pressure on the paratransit service, i.e. o Free fixed route for ADA eligible riders, o Flexible fixed route, o Review of internal City policies, o Technology improvements, o Program management, Trapeze electronic scheduling effectiveness and adherence thereof, City has Ranger Mobile Data Computers (MDT s) installed in all vehicles and will require that an evaluation of effectiveness in the dispatch function and driver adherence to protocols be included. Term City will expect a final deliverable on April 22, City staff and the current Paratransit Contractor staff will be available to assist with data collection. Within fourteen days Consultant will submit to City a timeline of the process that will include a schedule of when Consultant will need contractor or City staff to be available for assistance. Time Requirements Proposal Calendar: Requests for Proposal released January 16, 2013 Pre-proposal Conference (optional) January 18, 2013 Paratransit Services Audit RFP P a g e 4

5 - A pre-proposalconference call will be held January 18, 2013 at 10:00AM(PST). (218) code # Due Date for Proposals January 28, 2013 Consultant selection February 3, 2013 Contract execution February 28, 2013 Final report due to City April 22, 2013 The successful Consultant is expected to promptly submit to City all required insurance certificates in order to ensure the project follows projected timelines.. Proposers should be aware that the final agreement with City will contain all clauses required by Federal Procurement Standards, see attached sample PSA. General Information 1. In submitting a proposal, proposers must comply with the performance criteria as set forth in the following instructions. All proposals will be reviewed thoroughly prior to any selection to determine if proposers have met all criteria in these proposal conditions. It is essential that proposers read each of the sections carefully and take action where necessary. 2. Where the words "City are used in these instructions, reference is made to the City of Santa Rosa Department of Transportation and Public Works. The words "offer", "contract proposal", and "proposal" are synonymous, and it is understood that once City accepts the same, the document may be incorporated as part of the contract contemplated by these instructions. 3. The award of a contract or contracts under this Request for Proposals (RFP) will be based on competitive negotiated procurement procedures, and proposals submitted in response to this RFP will be subject to negotiation. A City Evaluation Committee will review and screen proposals. Proposers submitting responsive proposals may be invited for a subsequent interview and contract negotiation at their own expense. 4. City may consider proposals for any and/or all elements of the requested items. The quantities and items requested are only estimates and are subject to change. 5. City reserves the right to award a contract to a firm solely on the basis of the initial Paratransit Services Audit RFP P a g e 5

6 proposal submitted. 6. Required information to be submitted in the proposal must be current, complete and accurate. Please complete the forms referenced in other sections of this RFP. City reserves the right to require more information and clarification of information submitted in the proposal in order to complete the evaluation. Rejection of Proposals City may reject a bid if: 1. The bidder fails to acknowledge receipt of an addendum, or if 2. The bidder misstates or conceals any material fact in the bid, or if 3. The bid does not strictly conform to the law or requirements of bid. Withdrawal of Bids 1. Bids may be withdrawn prior to the time set for the bid opening. Such requests must be in writing. 2. Bids may not be withdrawn for a period of 180 days after the time set for the bid opening. Late Bids or Modifications Only bids or proposals received as of the bid due date and time will be considered timely. Bids and modifications received after the time set for the bid due date will be rejected as late. Litigation Procedures City reserves the option to request that the three highest ranked bidders disclose any instance in which the bidder has been involved in litigation in the past five (5) years with regard to the software and services provided by the bidder. If the bidder is representing a third party that will provide services for this project, the bidder must also disclose any instances in which the third party has been involved in litigation with regard to the services provided by the third party. Protests In the event a bidder or proposer desires to protest a bid, proposal or an award, the following procedure shall be used Authority to resolve protested solicitations and awards. (A) Right to Protest. Any bidder who objects to the award of contract may protest to the Purchasing Agent prior to the bid award. Paratransit Services Audit RFP P a g e 6

7 (B) Authority to Resolve Protests. The Purchasing Agent shall have authority, prior to award, to settle and resolve a protest. (C) Decision Process. If the protest is not resolved by mutual agreement, the Purchasing Agent shall issue a decision in writing, stating the decision and facts supporting the decision and informing the protestant of its right to appeal the decision in accordance with City of Santa Rosa, City Code, Chapter A copy of the decision shall be mailed or otherwise furnished to the protesting bidder. A decision under this procedure shall be final except that the Purchasing Agent s final decision may be appealed to the Council. (Ord (part), 2000) I. Proposers shall be made aware of the Federal Transit Administration (FTA) protest procedures referenced in FTA Circular D. If Federal funding is involved, FTA will review protests from a third party only when a grantee does not have a written protest procedure or fails to follow its procedures. II. III. An appeal to FTA must be received by the cognizant FTA regional or headquarters office within five working days of the date the protester knew or should have known of the violation. A procurement protest log shall be maintained. The log shall indicate key protest dates action taken. Each protest shall be filled with the response letter and any correspondence attached. Paratransit Services Audit RFP P a g e 7

8 Exhibit 1 Professional Services Agreement CITY OF SANTA ROSA PROFESSIONAL SERVICES AGREEMENT WITH [NAME OF CONSULTANT] AGREEMENT NUMBER This Agreement is made as of this day of, 2013 [leave date blank until all parties have signed or until Council approves], by and between the City of Santa Rosa, a municipal corporation ("City"), and [add consultant s full name, for example, XYZ Sales Corporation or ABC Consulting, LLC or ABC Enterprises, LP, or John Smith, dba Smith Consulting ] a [add type of legal entity and state of entity formation or incorporation, for example, a California Corporation, or a Delaware Limited Liability Company, or a Nevada Limited Partnership, or a sole proprietor ], ("Consultant"). R E C I T A L S A. City desires to [enter brief description of the task or project that is intended to be completed through this Agreement]. B. City desires to retain a qualified firm to conduct the services described above in accordance with the Scope of Services as more particularly set forth in Exhibit A to the Agreement. C. Consultant represents to City that it is a firm composed of highly trained professionals and is fully qualified to conduct the services described above and render advice to City in connection with said services. D. The parties have negotiated upon the terms pursuant to which Consultant will provide such services and have reduced such terms to writing. AGREEMENT NOW, THEREFORE, City and Consultant agree as follows: 1. SCOPE OF SERVICES Consultant shall provide to City the services described in Exhibit A ( Scope of Services ) [attach either City s description of the services to be provided or consultant s proposal and mark as Exhibit A]. Consultant shall provide these services at the time, place, and in the manner specified in Exhibit A. Exhibit A is attached hereto solely for the purpose of defining the manner and scope of services to be provided by Consultant and is not intended to, and shall not be construed so as to, modify or expand the terms, conditions or provisions contained in this Agreement. In the event of any conflict between the terms in Exhibit A and the Agreement, the terms of this Agreement shall control and prevail. The parties agree that any term contained in Exhibit A that adds to, varies or conflicts with the terms of this Agreement is null and void. Paratransit Services Audit RFP P a g e 8

9 2. COMPENSATION a. City shall pay Consultant for services rendered pursuant to this Agreement at the rates, times and in the manner set forth in Exhibit B. Consultant shall submit monthly statements to City which shall itemize the services performed as of the date of the statement and set forth a progress report, including work accomplished during the period, percent of each task completed, and planned effort for the next period. Invoices shall identify personnel who have worked on the services provided, the number of hours each worked during the period covered by the invoice, the hourly rate for each person, and the percent of the total project completed, consistent with the rates and amounts shown in Exhibit B. b. The payments prescribed herein shall constitute all compensation to Consultant for all costs of services, including, but not limited to, direct costs of labor of employees engaged by Consultant, travel expenses, telephone charges, copying and reproduction, computer time, and any and all other costs, expenses and charges of Consultant, its agents and employees. In no event shall City be obligated to pay late fees or interest, whether or not such requirements are contained in Consultant s invoice. c. Notwithstanding any other provision in this Agreement to the contrary, the total maximum compensation to be paid for the satisfactory accomplishment and completion of all services to be performed hereunder shall in no event exceed the sum of [enter maximum amount in written and numeric form, for example ten-thousand, five-hundred dollars and no cents ($10,500.00) ]. The City s Chief Financial Officer is authorized to pay all proper claims from Charge Number [enter IFAS charge number]. 3. DOCUMENTATION; RETENTION OF MATERIALS a. Consultant shall maintain adequate documentation to substantiate all charges as required under Section 2 of this Agreement. b. Consultant shall keep and maintain full and complete documentation and accounting records concerning all extra or special services performed by it that are compensable by other than an hourly or flat rate and shall make such documents and records available to authorized representatives of City for inspection at any reasonable time. c. Consultant shall maintain the records and any other records related to the performance of this Agreement and shall allow City access to such records during the performance of this Agreement and for a period of four (4) years after completion of all services hereunder. Paratransit Services Audit RFP P a g e 9

10 4. INDEMNITY Consultant shall, to the fullest extent permitted by law, indemnify, protect, defend and hold harmless City, and its employees, officials and agents ( Indemnified Parties ) for all claims, demands, costs or liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, interest, defense costs, and expert witness fees), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant, its officers, employees, or agents, in said performance of professional services under this Agreement, excepting only liability arising from the sole negligence, active negligence or intentional misconduct of City. 5. INSURANCE Consultant shall maintain in full force and effect all of the insurance coverage described in, and in accordance with, Attachment One, Insurance Requirements. Maintenance of the insurance coverage set forth in Attachment One is a material element of this Agreement and a material part of the consideration provided by Consultant in exchange for City s agreement to make the payments prescribed hereunder. Failure by Consultant to (i) maintain or renew coverage, (ii) provide City notice of any changes, modifications, or reductions in coverage, or (iii) provide evidence of renewal, may be treated by City as a material breach of this Agreement by Consultant, whereupon City shall be entitled to all rights and remedies at law or in equity, including but not limited to immediate termination of this Agreement. Notwithstanding the foregoing, any failure by Consultant to maintain required insurance coverage shall not excuse or alleviate Consultant from any of its other duties or obligations under this Agreement. In the event Consultant, with approval of City pursuant to Section 6 below, retains or utilizes any subcontractors or subconsultants in the provision of any services to City under this Agreement, Consultant shall assure that any such subcontractor has first obtained, and shall maintain, all of the insurance coverage requirements set forth in the Insurance Requirements at Attachment One. 6. ASSIGNMENT Consultant shall not assign any rights or duties under this Agreement to a third party without the express prior written consent of City, in City s sole and absolute discretion. Consultant agrees that the City shall have the right to approve any and all subcontractors and subconsultants to be used by Consultant in the performance of this Agreement before Consultant contracts with or otherwise engages any such subcontractors or subconsultants. 7. TERMINATION a. This Agreement may be terminated by either party by giving ten (10) days written notice to the other party of its intent to terminate the Agreement.b. Upon such termination, Consultant shall submit to City an itemized statement of services performed as of the date of termination in accordance with Section 2 of this Agreement. These services may include both completed work and work in progress at the time of termination. City shall pay Consultant for any services for which compensation is owed; provided, however, City shall not Paratransit Services Audit RFP P a g e 10

11 in any manner be liable for lost profits that might have been made by Consultant had the Agreement not been terminated or had Consultant completed the services required by this Agreement. Consultant shall promptly deliver to City all documents related to the performance of this Agreement in its possession or control. All such documents shall be the property of City without additional compensation to Consultant. 8. NOTICES Except as otherwise provided in this Agreement, any notice, submittal or communication required or permitted to be served on a party, shall be in writing and may be served by personal delivery to the person or the office of the person identified below. Service may also be made by mail, by placing first-class postage, and addressed as indicated below, and depositing in the United States mail to: City Representative: [Include name of Project Manager] [Include Address and Phone and Fax No.] Consultant Representative: [Include name of Project Manager] [Include Address Phone and Fax No.] 9. INDEPENDENT CONTRACTOR a. It is understood and agreed that Contractor (including Contractor s employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto for any purpose whatsoever. Neither Contractor nor Contractor s assigned personnel shall be entitled to any benefits payable to employees of City. City is not required to make any deductions or withholdings from the compensation payable to Contractor under the provisions of this Agreement, and Contractor shall be issued a Form 1099 for its services hereunder. As an independent contractor, Contractor hereby agrees to indemnify and hold City harmless from any and all claims that may be made against City based upon any contention by any of Contractor s employees or by any third party, including but not limited to any state or federal agency, that an employer-employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Agreement or by reason of the nature and/or performance of any services under this Agreement. b. It is further understood and agreed by the parties hereto that Contractor, in the performance of Contractor s obligations hereunder, is subject to the control and direction of City as to the designation of tasks to be performed and the results to be accomplished under this Agreement, but not as to the means, methods, or sequence used by Contractor for accomplishing such results. To the extent that Contractor obtains permission to, and does, use City facilities, space, equipment or support services in the performance of this Agreement, this use shall be at the Contractor s sole discretion based on the Contractor s determination that such use will promote Contractor s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Agreement, the City does not require that Contractor use City facilities, equipment or support services or work in City locations in the performance of this Agreement. Paratransit Services Audit RFP P a g e 11

12 c. If, in the performance of this Agreement, any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision, and control of Contractor. Except as may be specifically provided elsewhere in this Agreement, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Contractor. It is further understood and agreed that Contractor shall issue W-2 or 1099 Forms for income and employment tax purposes, for all of Contractor s assigned personnel and subcontractors. d. The provisions of this Section 9 shall survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to create an exclusive relationship between City and Contractor. Contractor may represent, perform services for, or be employed by such additional persons or companies as Contractor sees fit. 10. ADDITIONAL SERVICES Changes to the Scope of Services shall be by written amendment to this Agreement and shall be paid on an hourly basis at the rates set forth in Exhibit B, or paid as otherwise agreed upon by the parties in writing prior to the provision of any such additional services. 11. SUCCESSORS AND ASSIGNS City and Consultant each binds itself, its partners, successors, legal representatives and assigns to the other party to this Agreement and to the partners, successors, legal representatives and assigns of such other party in respect of all promises and agreements contained herein. 12. TIME OF PERFORMANCE The services described herein shall be provided during the period, or in accordance with the schedule, set forth in Exhibit A. Consultant shall complete all the required services and tasks and complete and tender all deliverables to the reasonable satisfaction of City, not later than [enter expected completion date]. 13. MISCELLANEOUS a. Entire Agreement. This Agreement contains the entire agreement between the parties. Any and all verbal or written agreements made prior to the date of this Agreement are superseded by this Agreement and shall have no further effect. b. Modification. No modification or change to the terms of this Agreement will be binding on a party unless in writing and signed by an authorized representative of that party. c. Compliance with Laws. Consultant shall perform all services described herein in compliance with all applicable federal, state and local laws, rules, regulations, and Paratransit Services Audit RFP P a g e 12

13 ordinances, including but not limited to, (i) the Americans with Disabilities Act of 1990 (42 U.S.C , et seq.) ( ADA ), and any regulations and guidelines issued pursuant to the ADA; and (ii) Labor Code sections , which require prevailing wages (in accordance with DIR schedule at be paid to any employee performing work covered by Labor Code sections 1720 et seq. Consultant shall pay to the City when due all business taxes payable by Consultant under the provisions of Chapter 6-04 of the Santa Rosa City Code. The City may deduct any delinquent business taxes, and any penalties and interest added to the delinquent taxes, from its payments to Consultant. d. Governing Law; Venue. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of California. Venue of any litigation arising out of or connected with this Agreement shall lie exclusively in the state trial court in Sonoma County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such court, and consent to service of process issued by such court. e. Conflict of Interest. The City s Conflict of Interest Code requires that individuals who qualify as consultants under the Political Reform Act, California Government Code sections et seq., comply with the conflict of interest provisions of the Political Reform Act and the City s Conflict of Interest Code, which generally prohibit individuals from making or participating in the making of decisions that will have a material financial effect on their economic interests. The term consultant generally includes individuals who make governmental decisions or who serve in a staff capacity. In the event that the City determines, in its discretion, that Consultant is a consultant under the Political Reform Act, Consultant shall cause the following to occur within 30 days after execution of this Agreement: (1) Identify the individuals who will provide services or perform work under this Agreement as consultants, and (2) Cause these individuals to file with the City s Representative the assuming office statements of economic interests required by the City s Conflict of Interest Code. Thereafter, throughout the term of the Agreement, Consultant shall cause these individuals to file with the City Representative annual statements of economic interests, and leaving office statements of economic interests, as required by the City s Conflict of Interest Code. The above statements of economic interests are public records subject to public disclosure under the California Public Records Act. The City may withhold all or a portion of any payment due under this Agreement until all required statements are filed. f. Waiver of Rights. Neither City acceptance of, or payment for, any service or performed by Consultant, nor any waiver by either party of any default, breach or condition precedent, shall be construed as a waiver of any provision of this Agreement, nor as a waiver of any other default, breach or condition precedent or any other right hereunder. g. Ownership and Use of Property Rights. Unless otherwise expressly provided herein, all original works created by Consultant for City hereunder shall be and remain the property of City. Consultant agrees that any patentable or copyrightable property rights, to the extent created for City as part of the services provided hereunder, shall be in the public domain and may be used by anyone for any lawful purpose. Paratransit Services Audit RFP P a g e 13

14 h. Incorporation of attachments and exhibits. The attachments and exhibits to this Agreement are incorporated and made part of this Agreement, subject to terms and provisions herein contained. 14. AUTHORITY; SIGNATURES REQUIRED FOR CORPORATIONS Consultant hereby represents and warrants to City that it is (a) a duly organized and validly existing [enter type of entity], formed and in good standing under the laws of the State of [enter state of formation for corporations, LPs and LLCs], (b) has the power and authority and the legal right to conduct the business in which it is currently engaged, and (c) has all requisite power and authority and the legal right to consummate the transactions contemplated in this Agreement. Consultant hereby further represents and warrants that this Agreement has been duly authorized, and when executed by the signatory or signatories listed below, shall constitute a valid agreement binding on Consultant in accordance with the terms hereof. If this Agreement is entered into by a corporation, it shall be signed by two corporate officers, one from each of the following two groups: a) the chairman of the board, president or any vice-president; b) the secretary, any assistant secretary, chief financial officer, or any assistant treasurer. The title of the corporate officer shall be listed under the signature. Paratransit Services Audit RFP P a g e 14

15 Executed as of the day and year first above stated. CONSULTANT: Name of Firm: TYPE OF BUSINESS ENTITY (check one): Individual/Sole Proprietor Partnership Corporation Limited Liability Company Other (please specify: ) Signatures of Authorized Persons: By: Print Name: Title: By: Print Name: Title: CITY OF SANTA ROSA a Municipal Corporation By: Print Name: Title: APPROVED AS TO FORM: Office of the City Attorney ATTEST: City Clerk [Remove signature block if agreement not approved by Council] Taxpayer I.D. No. City of Santa Rosa Business Tax Cert. No. Attachments: Attachment One - Insurance Requirements Attachment Two Applicable Federal Clauses Exhibit A - Scope of Services - TBD Exhibit B Compensation - TBD Paratransit Services Audit RFP P a g e 15

16 Attachment One Insurance Requirements ATTACHMENT ONE INSURANCE REQUIREMENTS FOR AGREEMENTS FOR PROFESSIONAL SERVICES A. Insurance Policies: Consultant shall, at all times during the terms of this Agreement, maintain and keep in full force and effect, the following policies of insurance with minimum coverage as indicated below and issued by insurers with AM Best ratings of no less than A-:VI or otherwise acceptable to the City. Insurance 1. Commercial general liability Minimum Coverage Limits $ 1 million per occurrence $ 2 million aggregate Additional Coverage Requirements Coverage must be at least as broad as ISO CG and must include completed operations coverage. If insurance applies separately to a project/location, aggregate may be equal to per occurrence amount. Coverage may be met by a combination of primary and excess insurance but excess shall provide coverage at least as broad as specified for underlying coverage. Coverage shall not exclude subsidence. 2. Business auto coverage 3. Professional liability (E&O) 4. Workers compensation and employer s liability $ 1 million ISO Form Number CA covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $ 1 million per accident for bodily injury and property damage. $ 1 million per claim Consultant shall provide on a policy form $ 1 million aggregate appropriate to profession. If on a claims made basis, Insurance must show coverage date prior to start of work and it must be maintained for three years after completion of work. $ 1 million As required by the State of California, with Statutory Limits and Employer s Liability Insurance with limit of no less than $ 1 million per accident for bodily injury or disease. The Workers Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant, its employees, agents and subcontractors. B. Endorsements: 1. All policies shall provide or be endorsed to provide that coverage shall not be canceled, except after prior written notice has been provided to the City in accordance with the policy provisions. 2. Liability policies shall provide or be endorsed to provide the following: a. For any claims related to this project, Consultant s insurance coverage shall be Paratransit Services Audit RFP P a g e 16

17 primary and any insurance or self-insurance maintained by City shall be excess of the Consultant s insurance and shall not contribute with it; and, b. The City of Santa Rosa, its officers, agents, employees and volunteers are to be covered as additional insureds on the CGL policy. General liability coverage can be provided in the form of an endorsement to Consultant s insurance at least as broad as ISO Form CG or if not available, through the addition of both CG and CG if a later edition is used. C. Verification of Coverage and Certificates of Insurance: Consultant shall furnish City with original certificates and endorsements effecting coverage required above. Certificates and endorsements shall make reference to policy numbers. All certificates and endorsements are to be received and approved by the City before work commences and must be in effect for the duration of the contract. The City reserves the right to require complete copies of all required policies and endorsements. D. Other Insurance Provisions: 1. No policy required by this Agreement shall prohibit Consultant from waiving any right of recovery prior to loss. Consultant hereby waives such right with regard to the indemnitees. 2. All insurance coverage amounts provided by Consultant and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement limits the application of such insurance coverage. Defense costs must be paid in addition to coverage amounts. 3. Self-insured retentions above $10,000 must be approved by the City. At the City s option, Consultant may be required to provide financial guarantees. 4. Sole Proprietors must provide a representation of their Workers Compensation Insurance exempt status. 5. City reserves the right to modify these insurance requirements while this Agreement is in effect, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Paratransit Services Audit RFP P a g e 17

18 Attachment 2 - Applicable Federal Clauses Federally Required Contract Clauses (applicable clauses in bold) 1. Fly America Requirements 2. Buy America Requirements 3. Charter Bus and School Bus Requirements 4. Cargo Preference Requirements 5. Seismic Safety Requirements 6. Energy Conservation Requirements 7. Clean Water Requirements 8. Bus Testing 9. Pre-Award and Post Delivery Audit Requirements 10. Lobbying 11. Access to Records and Reports 12. Federal Changes 13. Bonding Requirements 14. Clean Air 15. Recycled Products 16. Davis-Bacon and Copeland Anti-Kickback Acts 17. Contract Work Hours and Safety Standards Act 18. [Reserved] 19. No Government Obligation to Third Parties 20. Program Fraud and False or Fraudulent Statements and Related Acts 21. Termination 22. Government-wide Debarment and Suspension (Nonprocurement) Paratransit Services Audit RFP P a g e 18

19 23. Privacy Act 24. Civil Rights Requirements 25. Breaches and Dispute Resolution 26. Patent and Rights in Data 27. Transit Employee Protective Agreements 28. Disadvantaged Business Enterprises (DBE) 29. [Reserved] 30. Incorporation of Federal Transit Administration (FTA) Terms 31. Drug and Alcohol Testing Titles and sources of authority references for all the federal clauses are listed in the following document. However, only those clauses applicable to this specific contract are detailed with the full requirements articulated. Paratransit Services Audit RFP P a g e 19

20 1. FLY AMERICA REQUIREMENTS 49 U.S.C CFR Part BUY AMERICA REQUIREMENTS 49 U.S.C. 5323(j) 49 CFR Part CHARTER BUS AND SCHOOL BUS REQUIREMENTS 49 U.S.C. 5323(d) 49 CFR Part CARGO PREFERENCE REQUIREMENTS 46 U.S.C CFR Part SEISMIC SAFETY REQUIREMENTS 42 U.S.C et seq. 49 CFR Part ENERGY CONSERVATION REQUIREMENTS 42 U.S.C et seq. 49 CFR Part 18 Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 7. CLEAN WATER REQUIREMENTS 33 U.S.C Clean Water - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. Paratransit Services Audit RFP P a g e 20

21 (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 8. BUS TESTING 49 U.S.C. 5323(c) 49 CFR Part PRE-AWARD AND POST DELIVERY AUDITS REQUIREMENTS 49 U.S.C CFR Part LOBBYING 31 U.S.C CFR Part CFR Part 20 Clause and specific language therein are mandated by 49 CFR Part 19, Appendix A. Modifications have been made to the Clause pursuant to Section 10 of the Lobbying Disclosure Act of 1995, P.L [to be codified at 2 U.S.C. 1601, et seq.] - Lobbying Certification and Disclosure of Lobbying Activities for third party contractors are mandated by 31 U.S.C. 1352(b)(5), as amended by Section 10 of the Lobbying Disclosure Act of 1995, and DOT implementing regulation, "New Restrictions on Lobbying," at 49 CFR (d) - Language in Lobbying Certification is mandated by 49 CFR Part 19, Appendix A, Section 7, which provides that contractors file the certification required by 49 CFR Part 20, Appendix A. Modifications have been made to the Lobbying Certification pursuant to Section 10 of the Lobbying Disclosure Act of Use of "Disclosure of Lobbying Activities," Standard Form-LLL set forth in Appendix B of 49 CFR Part 20, as amended by "Government wide Guidance For New Restrictions on Lobbying," 61 Fed. Reg (1/19/96) is mandated by 49 CFR Part 20, Appendix A. Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L [to be codified at 2 U.S.C. 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C 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 Paratransit Services Audit RFP P a g e 21

22 contract, grant or award covered by 31 U.S.C Such disclosures are forwarded from tier to tier up to the recipient. APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L , to be codified at 2 U.S.C. 1601, et seq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor,, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. Signature of Contractor's Authorized Official Name and Title of Contractor's Authorized Official Date Paratransit Services Audit RFP P a g e 22

23 11. ACCESS TO RECORDS AND REPORTS 49 U.S.C CFR (i) 49 CFR Access to Records - The following access to records requirements apply to this Contract: 1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R (i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R , Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100, Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R , Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. 4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. 5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). 7. FTA does not require the inclusion of these requirements in subcontracts. Paratransit Services Audit RFP P a g e 23

24 Requirements for Access to Records and Reports by Types of Contract Contract Characteristiics Operational Service Contract Turnkey Construction Architectural Engineering Acquisition of Rolling Stock Professional Services I State Grantees a. Contracts below SAT ($100,000) None Those imposed on state pass thru to Contractor None None None None b. Contracts above $100,000/Capital Projects II Non State Grantees a. Contracts below SAT ($100,000) b. Contracts above $100,000/Capital Projects None unless 1 noncompetitive award Yes 3 Yes 3 Those imposed on non-state Grantee pass thru to Contractor Yes, if noncompetitive award or if funded thru /5309/53 11 Yes Yes None unless noncompetitive award Yes Yes None unless noncompetitive award Yes Yes None unless noncompetitive award Yes Yes Sources of Authority: 1 49 USC 5325 (a) 2 49 CFR CFR (i) 12. FEDERAL CHANGES 49 CFR Part 18 Federal Changes - Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 13. BONDING REQUIREMENTS Paratransit Services Audit RFP P a g e 24

25 14. CLEAN AIR 42 U.S.C et seq 40 CFR CFR Part 18 Clean Air - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 15. RECYCLED PRODUCTS 42 U.S.C CFR Part 247 Executive Order DAVIS-BACON AND COPELAND ANTI-KICKBACK ACTS 17. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT 18. RESERVED 19. NO GOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal Government. (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. Paratransit Services Audit RFP P a g e 25

26 20. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS 31 U.S.C et seq. 49 CFR Part U.S.C U.S.C Program Fraud and False or Fraudulent Statements or Related Acts. (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.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. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. 5307, the Government reserves the right to impose the penalties of 18 U.S.C and 49 U.S.C. 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 21. TERMINATION 49 U.S.C. Part 18 FTA Circular E 22. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) Suspension and Debarment This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR , or affiliates, as defined at 49 CFR , are excluded or disqualified as defined at 49 CFR and The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by the City of Santa Rosa. If it is later determined that the bidder or proposer knowingly rendered an Paratransit Services Audit RFP P a g e 26