SOLICITATION LETTER. SL NO. AND TITLE: SL No D-02, Regional Bus Passenger Survey and Golden Gate Corridor Travel Behavior Study

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1 SOLICITATION LETTER DATE: August 14, 2017 SL NO. AND TITLE: SL No D-02, Regional Bus Passenger Survey and Golden Gate Corridor Travel Behavior Study DUE DATE AND TIME: September 7, 2017 by 4:00 P.M. Proposal Request The Golden Gate Bridge, Highway and Transportation District (District) requests Proposals from qualified Consultants (Consultant) to provide design, implementation and analysis services for focus groups and a survey to study Golden Gate corridor travel behaviors. The Section, "Scope of Services," details the tasks to be performed. The District seeks a Consultant that is well-versed in the design and implementation of both transit and travel behavior studies, experienced in advising comparable public agencies and who works well with various levels of management. The Proposal must cover all of the points outlined in this document. Submittal of Proposals A. Proposal Due Date Proposers are requested to submit one (1) original, four (4) hard copies, and one (1) flash drive or thumb drive, containing an electronic PDF copy as one complete file, of the Proposal to the District. In case of any discrepancies, the original will be considered by the District in evaluating the Proposal, and the electronic version is provided for the District's administrative convenience only. Proposals should be submitted in a sealed envelope marked, SL No D-02, Regional Bus Passenger Survey and Golden Gate Corridor Travel Behavior Study and plainly endorsed with Proposer s name, address, phone number, and address. Proposals will be sent or delivered to the following address: Golden Gate Bridge, Highway and Transportation District Contracts Office Administration Building Golden Gate Bridge Toll Plaza San Francisco, CA Attention: Kai Moore, Senior Buyer - Contracts Proposals must be received no later than Thursday, September 7, 2017, by 4:00 p.m., Pacific Time. The District is not responsible for deliveries delayed for any reason. Submission of a Proposal shall constitute a firm offer to the District for 120 days from the submission deadline for Proposals

2 Should firms interested in submitting a Proposal have questions regarding the required services, the contents of the Proposal, the selection procedures, or any other requirements, these questions should be submitted in writing no later than Monday, August 28, 2017, by 4:00 p.m., Pacific Time. Questions should be directed to the Contracts Office, by telephone at (415) or by at contractsoffice@goldengate.org. Only modifications or clarifications of this SL issued by the District in writing are binding on the District. Proposers and their representatives should not communicate with any other District officials and employees, either orally or in writing, concerning this procurement, except as part of a meeting that is open to the public. C. Proposal Forms and Sample Documents The following documents are included in this SL. Attachments A and C must be completed and submitted with the Proposal. Attachment A Attachment B Attachment C Sample Certificate of Insurance Sample Professional Services Agreement Acknowledgment of Addenda Description of District The District is a California Special District created by the Legislature in 1923 and subject to regulation under the Bridge and Highway District Act, as amended (see California Streets & Highways Code Section et seq.). The District is governed by a 19-member board composed of members representing the City and County of San Francisco, Marin County, Sonoma County, Napa County, Mendocino County and Del Norte County. The District operates and maintains the Golden Gate Bridge and a fleet of buses and ferryboats. Golden Gate Ferry currently operates seven passenger ferries between Larkspur and San Francisco and between Sausalito and San Francisco. An active fleet of approximately 191 buses operates in Marin, Sonoma, Contra Costa, and San Francisco counties. The District receives funds primarily from Bridge tolls, transit fares and federal, state and local grants. The District is based in San Francisco and consists of three operating divisions, Bridge, Bus, and Ferry, as well as an administrative District Division. The District Division has no revenues and all its expenses are allocated to general and administrative expenses in the operating divisions. Scope of Services A. Background The goal of the District in undertaking this research is to gather information from potential riders in order to improve existing regional transit service and increase market share of intercounty travelers in our service area

3 The District operates bus and ferry services between Marin, San Francisco, Sonoma and Contra Costa counties. This transit service runs nearly 24 hours per day; seven days a week, with an emphasis on peak commute service to and from San Francisco. On average, Golden Gate Transit (GGT) carries 11,800 people per weekday, 4,900 on Saturdays, and 4,100 on Sundays and holidays. Golden Gate Ferry (GGF) operates three ferry services: from Larkspur Landing to the San Francisco Ferry Terminal and from downtown Sausalito and Tiburon to the San Francisco Ferry Terminal. This service is geared toward commuters on the weekdays, with an average of 8,200 passengers per weekday and an average of 4,400 passengers per weekend day use the service. Currently Golden Gate Transit operates: 21 commute routes connecting Sonoma, Marin and San Francisco Counties; 4 basic routes, trunk routes operating in the Highway 101 corridor, including 1 route connecting Marin and Contra Costa Counties; 3 ferry routes: Sausalito, Tiburon and Larkspur to San Francisco; and Paratransit service. Although the District has conducted numerous bus and ferry passenger surveys, a comprehensive non-rider study has not been performed for the District in decades. Results of such a survey will benefit District Planning, Marketing, and Operating departments and will enhance understanding of travel needs in the Golden Gate corridor. The District believes that recent changes to the transit system and changing customer demographics, travel behavior and attitudes have caused a decline in ridership. Changes contributing to this may also include commute pattern changes, fare increases, adverse traffic patterns and unreliable service recently provided by Golden Gate Transit. The District seeks to learn more about the people that do not use our bus service and to develop means of attracting new riders. The District is interested in answering questions such as: What are the travel needs of non-riders? Why do non-riders not use GGT services? What service improvements would attract their patronage? How do potential travelers respond to the design and pricing of GGT services? To answer these questions, the District envisions a multi-component market research effort, consisting of focus groups and a regional survey, toward non-riding residents (focusing on those that travel into San Francisco) in order to gather details about their travel habits and demographics, their opinions about GGT services, define what the obstacles are to getting them to ride, and what would incentivize them to do so. The District solicits a two-part price Proposal corresponding to Sections 1 and 2 below: Section 1: Section 2: Focus Groups with Non-users Regional Survey of Non-users B. Section 1: Focus Groups With Non-Users This section addresses focus group sessions aimed at gaining an understanding of nonriders perceptions of Golden Gate Transit services and their travel patterns

4 1. Task I Kick-off Meeting a. Data needs and sources will be discussed at the kick-off meeting in support of scripts for focus groups. Updates on progress of development of focus group scripts and other progress will be expected in subsequent meetings. b. Within 14 days of the kick-off meeting, Consultant will provide a work program and project schedule encompassing all project tasks related to focus groups. c. Deliverables 1) Work program with detail on all focus group project tasks as described in this document 2) Project schedule for focus groups 2. Task II Sampling Plan and Methodology (Choice of Focus Group Participants) a. Working with District Project Manager and staff, Consultant will develop a roster of focus group participants that will reflect the main audiences of the proposed study non-riders in the District s service area. b. Deliverables 1) Roster of focus group participants 3. Task III Focus Group Script and Methodology for Administering Focus Groups a. During this task, the Consultant will develop a script or scripts for the focus groups. The goal of querying the focus groups will be to gather information on attitudes and perceptions of Golden Gate Transit services and travel behaviors from non-users of services who live in the service area. b. Specific questions of interest include: Perception of Golden Gate Transit services Value of service for cost Sensitivity to price points for existing service Level or type of service that would entice non-riders to ride Whether environmental/sustainability issues play a role in travel mode decisions How customer receives news and information Whether transit is viewed as a commute or recreational mode Desirable recreational destinations

5 Whether the patron s workplace offers transit benefits and whether the respondent uses them; if not, why not. Why do they chose to drive rather than take public transit? What would incentivize them to take GGT? What are the travel needs of non-riders? What service improvements would attract their patronage? How do potential travelers respond to the design and pricing of GGT services? c. Focus Group Administration Methodology Consultant shall prepare a complete plan that details how the focus groups will be conducted. The focus group administration plan will incorporate scheduling of focus groups, supervision of focus group personnel, quality assurance and data management. This plan is subject to District Project Manager oversight and approval. d. During this task, the District Project Manager will provide: Staff input and participation on focus group scripts and questions Past bus passenger surveys and results Service area, target audience Service maps Bus service information e. Consultant will produce: Research on methodologies, available data and needed data Identification of market segments f. Deliverables: Draft and final focus group scripts Final focus group methodology Focus group administration plan Plan and resources for data storage and maintenance 4. Task IV Conducting Focus Groups a. For this task, Consultant shall administer a minimum of two focus groups with participants from Sonoma County, Marin County, and the Richmond, CA area. The focus groups based on the scripts and methodology established in the previous tasks. Consultant will hire, train and supervise staff and ensure the quality of the data collected. Updates on focus groups will be an integral part of regular meetings with the District Project Manager. b. Consultant shall be responsible for recruiting, training and supervising focus group staff and dispatching staff to assignment locations. Consultant will ensure an adequate staff to cover absences or other unforeseen circumstances

6 c. Consultant shall also be responsible for overall conduct of focus group personnel for completion of assignments and interaction with focus group participants. d. Consultant will be responsible for providing the facility in which focus groups will be conducted. e. Consultant will provide: Focus group personnel Training and supervision of focus group personnel f. Deliverables: Focus group schedule Roster of focus group personnel Conduct focus groups of non-users as per provided schedule 5. Task V Analysis and Interpretation a. The Consultant will tabulate focus group responses and provide analysis of significant factors that contribute to mode choice and public perception of bus transit services and travel behaviors. A draft report of findings should be developed for review by District Project Manager and staff, with the opportunity to incorporate comments into a final draft. District seeks recommendations for increasing market share and customer satisfaction, for alternative methods of service delivery and for tailoring service to patron needs. b. Reporting Consultant shall provide a draft written report, including focus group results. The attachments shall include focus group scripts and responses. Data will also be made available in electronic format. The Consultant should allow for a minimum 30-day review by District staff. Upon receipt of final comments from the District Project Manager, a final report should be prepared within 45 days. c. Deliverables: Focus group results Analysis Recommendations Final report Supporting data on CD

7 C. Section 2: Regional Survey Of Non-Users 1. Task I Kick-off Meeting a. Consultant will establish an effective system of communication with the District Project Manager, including regular meetings and phone conferences. Meetings will be required to discuss survey goals, data needs, development of the survey instrument, analysis and report methods, and overall progress of the effort. b. Before starting work, Consultant will initiate a kick-off meeting with District Project Manager and appropriate District staff. At this meeting, Consultant will be expected to establish an understanding of Golden Gate Bus systems, to determine available data sources, and to assess data needs and how data will be used, in order to develop survey instruments that will result in usable data and define the end products of the survey. c. Within 14 days of the kick-off meeting, Consultant will provide a work program and project schedule encompassing all project tasks. d. Deliverables Work program with detail on all project tasks as described in this document Project schedule Roles and responsibilities Project staff roster: contact names and responsibilities 2. Task II Sampling Plan and Methodology a. Working with District Project Manager and staff, Consultant will develop a sampling plan to gather data from main audience of the proposed study non-users in the District s service area. The statistical validity of the sampling plan must be demonstrated to the satisfaction of the District Project Manager and staff. The sample size must be adequate for the purposes the District intends for the survey data. The sampling plan methodology must be approved by the District Project Manager. b. The sampling plan will reflect: 1) Survey of non-transit users in GGT s service area Gather information on travel behavior, demographics, and awareness and opinions of Golden Gate Transit services that contribute to choice of driving as preferred travel mode. c. Deliverables: Sampling plans for the survey

8 3. Task IIIa Survey Instrument and Methodology for Administering Survey Survey Instrument Design a. During this task, the Consultant will develop questionnaires for the telephone survey and a methodology for administering the survey. b. The questionnaires should be structured so as to request only the information necessary to meet the survey s objectives and should be straightforward and easy to understand. The layout of the questionnaires should be designed to reduce errors and omissions. Visual elements can be used to make it easy for survey takers or administrators to navigate through the form. Questionnaires will be developed both in English and in Spanish. 4. Task IIIb Survey of non-transit users in GGT s service area a. Consultant will conduct a survey of a statistically representative sample of households in GGT s regional service area. Data required from the survey will include travel behavior, attitudes and opinions about GGT service that contribute to choice of driving or carpooling as preferred travel mode. Travel behavior questions will include origin and destination data, mode including park-and-ride use time and day of travel, and available transportation options, such as automobile availability, frequency of transit use, and demographic data (age, gender, ethnicity, income, auto availability, years of residence, etc.). Attitude and opinion questions will query awareness of GGT services; whether survey respondent is a former rider of GGT services; perceptions of convenience of GGT services; fare equity, pricing and affordability; and why respondent does not use GGT services. Additionally, questions related to other areas of District interest and other traveler needs and perspectives can be identified in consultation with the GGT Project Manager. b. Specific questions of interest include: Perception of Golden Gate Transit services Value of service for cost Sensitivity to price points for existing service Level or type of service that would entice non-riders to ride Whether environmental/sustainability issues play a role in travel mode decisions How customer receives news and information Whether transit is viewed as a commute or recreational mode Desirable recreational destinations Whether the patron s workplace offers transit benefits and whether the respondent uses them; if not, why not

9 Why do they chose to drive rather than take public transit? What would incentivize them to take GGT? What are the travel needs of non-riders? What service improvements would attract their patronage? How do potential travelers respond to the design and pricing of GGT services? 5. Task IIIc Survey Administration Methodology a. Consultant will prepare a complete plan that details how the surveys will be executed (phone, in-person, etc.). Building upon the sampling plan, the survey administration plan will incorporate survey assignments and logistics for their deployment, supervision of survey personnel, quality assurance, and data management. This plan is subject to District Project Manager oversight and approval. b. Consultant will be responsible for recruiting and training survey staff, dispatching staff to assignment locations, and supervising survey staff. Consultant will ensure an adequate staff to cover absences or other unforeseen circumstances. c. During this task, the District Project Manager will provide: Staff input and participation on survey instruments Past bus passenger surveys and results Service maps Bus service information d. Consultant will review: Past bus passenger survey results MTC demand forecasts for service area Current industry trends Specific needs from the District, such as data, access, contacts e. Consultant will produce: Evaluation of existing conditions Research on methodologies, available data and needed data Identification of market segments f. Deliverables: Draft and final survey instruments Final survey methodology Survey administration plan 6. Task IV Data Collection a. For this task, Consultant will administer the survey based on the sampling plan, survey instruments, and methodology established in the previous

10 tasks. Consultant will hire, train and supervise staff, and ensure the quality of the data collected. Regular meetings will be conducted with the District Project Manager to give updates on progress of the survey. Consultant will also be responsible for overall conduct of survey personnel for completion of assignments and interaction with customers, potential customers, and District personnel. b. District Project Manager will provide: Service area, target audience c. Consultant will provide: Survey personnel Training of survey personnel Survey administration plan for the survey (deliverable of Task III) Survey and necessary copies in both English and Spanish Survey script Plan and resources for data storage and maintenance d. Deliverables Survey schedule Roster of survey personnel 7. Task V Analysis and Interpretation a. The Consultant will tabulate survey responses and provide analysis of significant factors that contribute to mode choice. A draft report of findings should be developed for review by District Project Manager and staff, with opportunity to incorporate comments in a final draft. District seeks recommendations for increasing market share and customer satisfaction, for alternative methods of service delivery and for tailoring service to patron needs. b. Reporting: Provide a draft written report, including the survey results and system analysis. Attachments shall include survey instrument, data, GIS maps, etc. Data will also be made available in electronic format. In particular, the District would like to see any geographical data in the form of layers that can be integrated into the District s GIS database. The draft report should be submitted within 60 days of the completion of the survey process for review by District staff. The Consultant should allow for a minimum of a 30-day review period by District staff. Upon receipt of final comments from the District Project Manager, a final report should be prepared within 45 days. Internal Response Educate staff on results so they can better understand the steps needed to improve services and boost ridership; propose immediate changes, short-term changes, long-term changes

11 Proposal Content External Response Provide study results to public information and communications departments to allow them to better target potential riders through a try transit campaign aimed at increasing ridership. c. Deliverables: Survey results Analysis Recommendations Final report Supporting data on CD To achieve a uniform review process and obtain the maximum degree of comparability, it is required that Proposals include the following basic format: A. Cover Letter. The signed cover letter should be on company letterhead clearly stating the name of the firm, business address, telephone number, address, and contact names, phone numbers, and addresses of its officers with authority to negotiate for and contractually bind the firm. The cover letter should include a statement affirming that you will comply with the District s Sample Agreement or whether you are taking exceptions to any terms and conditions. B. Scope of Services. Outline services to be rendered under the Agreement. Discuss approach and methodology, work plan, and proposed timeline for completion of project. C. Qualifications. Provide a brief description of the Consultant s qualifications for this Scope of Services and previous experience on similar or related work performed for local governmental agencies, including transportation agencies, if any. Please list the individual principals and senior staff members that you propose to assign to this project. Provide the professional background of each individual and the role they will play in the team. E. Fee Structure. Please submit a total all-inclusive sum for the work outlined in this Solicitation Letter. The Total Price shall include labor, materials, taxes, insurance, subcontractor costs, travel expenses, telephone costs, copying costs, profit, administrative and overhead fees, and all other costs necessary for performing such services. If hourly rates or unit prices are proposed, these rates or prices shall hold firm for the duration of this contract. The Total Proposal Price shall be the total price for the work described in the "Scope of Services." F. DBE Participation. Proposers are strongly encouraged to obtain Disadvantaged Business Enterprise (DBE) participation on this project, although there is no contract-specific DBE goal. Please indicate whether firm is a certified DBE and include a copy of the firm s DBE certification with the proposal. If any subcontractors/subconsultants/suppliers will be used, please identify which of the subcontractors/subconsultants/suppliers are DBEs and provide copies of their DBE certifications. For DBE questions or assistance, contact Artemise Davenport, DBE Program Analyst, at (415)

12 G. References. Please list the name, address and telephone number of three recent similar clients who may be contacted regarding your firm, including at least one in a similar public agency. List local contacts, if available. Please provide a brief description of the work provided. H. Financial Stability. Provide your latest audited financial statement or other pertinent information such as internal unaudited financial statements and financial references to allow the District to reasonably formulate a determination about the financial stability and strength of your company. Describe any administrative proceedings, claims, lawsuits, settlements, or other exposures pending against your company. I. Acknowledgment of Addenda (Attachment C), if applicable J. Certificate of Insurance. Provide a completed sample Certificate of Insurance (Attachment A) evidencing the coverage types and the minimum limits required as described in Section 12 of the Professional Services Agreement (Attachment B). The District requires this information to facilitate completing contract formalities in a timely manner, if an award is made. Withdrawal of Proposal Submission of a Proposal shall constitute a firm offer to the District for 120 calendar days from the submission deadline for Proposals. A Proposer may withdraw its Proposal any time before the date and time when Proposals are due, without prejudice, by submitting a written request for its withdrawal to the District. A telephone or request is not acceptable. Selection Criteria The District intends to award a Contract to the most qualified, responsible firm submitting a responsive Proposal. Ranking will be based on a maximum of 100 points, weighted as indicated below. In determining the number of points a Proposal will receive in each category, the District will consider the Proposal material submitted, oral interviews (if applicable), and any other relevant information about a given Proposer. The following criteria will be used in the evaluation of the Proposals: A. Qualifications and Experience of Firm 15 Points B. Qualifications and Experience of Personnel Assigned to the Project 35 Points C. Approach to the Scope of Services and Quality of Work Plan 25 Points D. Fee for Services 25 Points The District may reject any Proposal in which the technical approach, qualifications, or costs are not deemed to be within an acceptable or competitive range. The District may seek clarifications

13 or additional information from any or all Proposers regarding their Proposals, may request modified Proposals or best and final offers. Following the initial review and screening of the written Proposals, using the Selection Criteria described above, one or more companies may be invited to participate in the final selection process, which may include: A. Participation in an oral interview. B. Submission of any additional information as requested by the District. Please reserve the week of September 25, 2017, as the tentative week planned for finalist interviews, should interviews be conducted. Upon completion of the final selection process, the District will rank each firm in the competitive range in accordance with the Selection Criteria above. The District may accept the Proposal or negotiate the terms and conditions of the Contract with the highest-ranked firm. If negotiations are unsuccessful, the District will terminate the negotiations with that firm and may open negotiations with the next highest-ranked firm. If negotiations with this firm are also not successful, the District may repeat the negotiations process with the next-highest-ranked firm, or, at its sole discretion, the District may reject all remaining Proposals. The District reserves the right to conduct pre-award negotiations with any or all Proposers, and the right to award the Contract without negotiations. The District reserves the right to award the Contract without conducting interviews. This SL does not commit the District to awarding a Contract. Proposers shall bear all costs incurred in the preparation of the Proposal and participating in the Proposal process. The District reserves the right to reject any and all Proposals, the right in its sole discretion to accept the Proposal it considers most favorable to the District's interest, and the right to waive minor irregularities. The District further reserves the right to reject all Proposals and seek new Proposals when such procedure is reasonable and in the best interest of the District. Contract Award A. Recommendation for Contract Award The Evaluation Committee shall make a recommendation to the Deputy General Manager. If an award of Contract is made, the Deputy General Manager reserves the right to award the Contract to the responsive and responsible Proposer that it deems offers the most advantageous Proposal to the District and best meets the requirements of the District, including technical approach, qualifications, and cost. B. Form of Professional Services Agreement The firm selected by the District to perform the services outlined in this SL will be required to execute a Professional Services Agreement, a sample of which is attached as Attachment B. If a Proposer desires any modifications to the agreement, they must be submitted for consideration with the Proposal. Otherwise, the Proposer will be deemed to have accepted

14 the form of agreement without modification. Attention is directed in particular, to the Indemnification and Insurance requirements set forth in Sections 11 and 12 of the Agreement. C. Time for Execution of Contract The Proposer to whom award is made shall execute the Professional Services Agreement with the District within fifteen (15) calendar days after receiving it for execution. If the Proposer to whom award is made fails to enter into the Contract as provided, the award may be annulled and an award may, at the discretion of the Deputy General Manager, be made to the Proposer whose Proposal is the next most acceptable in the opinion of the Deputy General Manager. Such Proposer shall fulfill every stipulation of the SL as if it were the party to whom the first award was made. D. Manner of Execution of Contract If the successful Proposer is an individual, the Contract shall be executed by the individual personally. If the successful Proposer is a co-partnership, it is desirable that the Contract be executed by all of the partners, but it may be executed by one (1) of them. If the successful Proposer is a corporation, it must be executed by two (2) officers of the corporation, or by a person authorized by the corporation to execute written Contracts on its behalf, with the corporate seal affixed to the Contract. If the corporate seal is not affixed to the Contract, or if it is executed by a person other than an officer or by only one (1) officer, there must be attached to the Contract a certified copy of a resolution of the corporation authorizing such officer or person to execute written Contracts for and on behalf of the corporation. If the successful Proposer is a joint venture, the Contract must be executed on behalf of each participating firm by officers or other authorized individuals. E. Documents Deemed Part of Contract The SL, including all attachments, SL Addenda, if any, the successful Proposer s Proposal as accepted by the District, and approved contract amendments, will be deemed a part of the Contract and will constitute the Contract Documents. The Contract Documents shall include the documents listed below, in the following order of precedence: (1) Contract Amendments (2) Professional Services Agreement (3) Addenda (if any) to Solicitation Letter (4) Solicitation Letter (5) Successful Proposer's Proposal, as accepted by the District Protest Procedures The District maintains written procedures that must be followed for all Proposal protests. Protests based upon restrictive requirements or alleged improprieties in the SL procedure shall be filed in writing with the Purchasing Office at least three (3) calendar days prior to Proposal opening. The protest must clearly specify in writing the grounds and evidence on which the protest is based

15 Protests based upon the District staff s recommendation for award of the Contract shall be submitted in writing to the Purchasing Office within forty-eight (48) hours of receipt of notice of staff recommendation of award. The protest must clearly specify in writing the grounds and evidence on which the protest is based. Because this contract is federally funded, the District s final determination of protests may also be appealed to the Federal Transit Administration (FTA) in accordance with the procedures set forth in FTA Circular F, as may be periodically updated. FTA s review will be limited to protests alleging that the District failed to have or follow its written protest procedures, failed to review a complaint or protest, or violated a federal law or regulation. The protest must be received by the FTA within five working days of the date the protester learned or should have learned of an adverse decision by the District. Copies of the complete Proposal Protest Procedures are available at the Purchasing Office, Administration Building, Toll Plaza, Golden Gate Bridge, San Francisco, California. Failure to comply with any of the requirements set forth in the District s written Proposal Protest Procedures may result in rejection of the protest. Confidentiality The California Public Records Act (Cal. Govt. Code Sections 6250 et seq.) mandates public access to government records. Therefore, unless the information is exempt from disclosure by law, the content of any request for explanation, exception or substitution, response to these specifications, protest or any other written communication between the District and the Proposer shall be available to the public. If the Proposer believes any communication contains trade secrets or other proprietary information that the Proposer believes would cause substantial injury to the Proposer s competitive position if disclosed, the Proposer shall request that the District withhold from disclosure the proprietary information by marking each page containing such proprietary information as confidential. Proposer may not designate its entire Proposal as confidential. Additionally, Proposer may not designate Proposal Forms as confidential. If the Proposer requests that the District withhold from disclosure information identified as confidential, and the District complies with the Proposer s request, the Proposer shall assume all responsibility for any challenges resulting from the non-disclosure, indemnify and hold harmless the District from and against all damages (including but not limited to attorneys fees that may be awarded to the party requesting the Proposer information), and pay any and all cost and expenses related to the withholding of the Proposer information. The Proposer shall not make a claim, sue or maintain any legal action against the District or its directors, officers, employees or agents in connection with the withholding from disclosure of Proposer information. If the Proposer does not request that the District withhold from disclosure information identified as confidential, the District shall have no obligation to withhold the information from disclosure and may release the information sought without liability to the District

16 Waiver By submitting a Proposal, the Proposer represents and warrants that it has sufficiently informed itself in all matters affecting the performance of the work or the furnishing of the labor, supplies, material, or equipment called for in the Contract Documents; that Proposer has checked its Proposal for errors and omissions; that the prices stated in its Proposal are correct and as intended by it and are a complete and correct statement of its prices for performing the work or furnishing the labor, supplies, materials, or equipment required by the Contract Documents. The Proposer waives any claim against the District for costs incurred in preparing a Proposal and responding to this SL. Federal Requirements A. Fly America Requirements The Consultant 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 consultants 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 Consultant 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, if used. The Consultant agrees to include the requirements of this Section in all subcontracts that may involve international air transportation. B. Energy Conservation The Consultant 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 Federal Energy Policy and Conservation Act, 49 U.S.C et seq. C. Recycled Products The Consultant agrees to provide a preference for those products and services that conserve natural resources, protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. 6962, and U.S. Environmental Protection Agency (U.S. EPA), Comprehensive Procurement Guideline for Products Containing Recovered Materials, 40 C.F.R. part 247. D. No Government Obligation to Third Parties (1) The District and the Consultant 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

17 Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to the District, the Consultant, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Consultant 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. E. Program Fraud and False or Fraudulent Statements and Related Acts (1) The Consultant 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 Consultant 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 Consultant 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 Consultant to the extent the Federal Government deems appropriate. (2) The Consultant 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 Consultant, to the extent the Federal Government deems appropriate. (3) The Consultant 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. F. Access to Records and Reports The Consultant shall provide all authorized representatives of the District, the FTA, and the Comptroller General of the United States access to any books, documents, papers and records of the Consultant which are directly pertinent to this Contract for the purposes of making audits, copies, examinations, excerpts and transcriptions. The Consultant also 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, the Consultant agrees to maintain the same until the District, the FTA, the Comptroller General, or any of their duly authorized

18 representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. G. Federal Changes The Consultant shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the agreement (Form FTA MA (23) dated October, 2016 between the District and the FTA, as they may be amended or promulgated from time to time during the term of this Contract. The Consultant's failure to so comply shall constitute a material breach of this Contract. H. Civil Rights Requirements 1) 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 Consultant 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 Consultant agrees to comply with applicable federal implementing regulations and other implementing requirements FTA may issue. 2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a.) (b.) 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 Consultant 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 , "Amending Executive Order Relating to Equal Employment Opportunity," 42 U.S.C. 2000e note), and with any applicable federal statutes, executive orders, regulations, and federal policies that may in the future affect construction activities undertaken in the course of the Project. The Consultant 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 Consultant 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

19 law at 49 U.S.C. 5332, the Consultant agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (c.) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C , the Consultant 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 Consultant agrees to comply with any implementing requirements FTA may issue. 3) The Consultant 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. I. Safe Operation of Motor Vehicles The Consultant is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company-rented vehicles, or personally operated vehicles. The terms company-owned and company-leased refer to vehicles owned or leased either by the Consultant or the District. The Consultant agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Consultant owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the work performed under this agreement. J. Diversity Program for Contracts. The District, a recipient of federal financial assistance from the Federal Transit Administration (FTA), and the Federal Highway Administration (FHWA), is committed to and has adopted a Diversity Program for Contracts in accordance with Federal Regulation 49 CFR, Part 26, issued by the U.S. Department of Transportation (U.S. DOT). It is the policy of the District to ensure nondiscrimination in the award and administration of all Contracts and to create a level playing field on which DBEs can compete fairly for Contracts and subcontracts relating to the District s construction, procurement and professional services activities. To this end, the District has developed procedures to remove barriers to DBE participation in the bidding and award process and to assist DBEs to develop and compete successfully outside the DBE Program. In connection with the performance of this Contract, the Consultant will cooperate with the District in meeting these commitments and objectives. The District reserves the right to require that the Consultant provide additional DBE information. Pursuant to 49 CFR and as a material term of any agreement with the District, the Consultant hereby makes the following assurance and agrees to include this assurance in any agreements it makes with subconsultants in the performance of this Contract

20 The Consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Consultant shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of U.S. DOT-assisted contracts. Further, the Consultant agrees to comply with all provisions prohibiting discrimination on the basis of race, color, or national origin of Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000d et seq., and with U.S. DOT regulations, "Nondiscrimination in Federally-Assisted Programs of the Department of Transportation Effectuation of Title VI of the Civil Rights Act," 49 C.F.R. Part 21. The Consultant shall obtain the same assurances from its joint venture partners, subcontractors, and subconsultants by including this assurance in all subcontracts entered into under this Contract. Failure by the Consultant to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy as the District deems appropriate, which may include, but is not limited to withholding monthly progress payments, assessing sanctions, liquidated damages, and/or disqualifying the consultant from future competition as non-responsible. By submitting a Proposal, the Consultant is deemed to have made the foregoing assurance and to be bound by its terms. For DBE questions or assistance, contact Artemise Davenport, DBE Program Analyst, at (415) K. Incorporation of Federal Transit Administration (FTA) Terms 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 F, 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 Consultant shall not perform any act, fail to perform any act, or refuse to comply with any District requests which would cause the District to be in violation of the FTA terms and conditions

21 ATTACHMENT A SAMPLE CERTIFICATE OF INSURANCE

22 Sample Certificate of Insurance Aida Caputo, Contracts Officer Golden Gate Bridge, Highway & Transportation District P.O. Box 9000, Presidio Station San Francisco, CA CI 1