CONTRACT. Between REGIONAL TRANSPORTATION COMMISSION OF SOUTHERN NEVADA. and [CONTRACTOR] for # SENIOR TRANSPORTATION SERVICES

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1 # CONTRACT Between REGIONAL TRANSPORTATION COMMISSION OF SOUTHERN NEVADA and [CONTRACTOR] for # SENIOR TRANSPORTATION SERVICES

2 # TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INTRODUCTORY PROVISIONS... 1 SEC. 101 DEFINITIONS... 1 SEC. 102 GENERAL OBLIGATIONS OF THE PARTIES... 5 SEC. 103 REPRESENTATIONS, WARRANTIES, AND STANDARD OF PERFORMANCE SEC. 104 NOTICES AND TERM OF CONTRACT SEC. 105 TRANSITION AND START-UP ARTICLE 2 PERSONNEL REQUIREMENTS SEC. 201 GENERAL REQUIREMENTS FOR CONTRACTOR PERSONNEL SEC. 202 PERSONNEL PERFORMANCE STANDARDS AND REQUIREMENTS SEC. 203 VEHICLE OPERATORS SEC. 204 DISPATCHERS SEC. 205 ROAD/FIELD SUPERVISORS SEC. 206 VEHICLE SUPPORT STAFF ARTICLE 3 -- OPERATIONS AND MAINTENANCE RESPONSIBILITIES SEC. 301 VEHICLES SEC. 302 OPERATING PERFORMANCE STANDARDS SEC. 303 SCHEDULES SEC. 304 ALLOWABLE SERVICE CHANGES SEC. 305 VEHICLE MAINTENANCE SEC. 306 VEHICLES CLEANING AND APPEARANCE SEC. 307 EQUIPMENT SEC. 308 FAREBOXES AND FAREBOX MAINTENANCE SEC. 309 FARE STRUCTURE SEC. 310 FARE COLLECTION SEC. 311 SYSTEM SECURITY AND EMERGENCY PREPAREDNESS SEC. 312 ADVERTISING SEC. 313 FACILITY USE AND OPERATIONS ARTICLE 4 COMPENSATION AND COMMERCIAL TERMS SEC. 401 COMPENSATION TO CONTRACTOR SEC. 402 INVOICES AND PAYMENT SEC. 403 LIQUIDATED DAMAGES SEC. 404 RISK OF LOSS OR DAMAGE SEC. 405 INSURANCE ii

3 # SEC. 406 INDEMNIFICATION SEC. 407 DISCLAIMER OF LIABILITY SEC. 408 TERMINATION FOR CONVENIENCE SEC. 409 TERMINATION BY MUTUAL AGREEMENT SEC. 410 TERMINATION FOR DEFAULT SEC. 411 CANCELLATION OF CONTRACT SEC. 412 SECTION 13(c) OBLIGATIONS ARTICLE 5 ADMINISTRATIVE AND MISCELLANEOUS PROVISIONS SEC. 501 REPORTS SEC. 502 COMPLAINT RESOLUTION SEC. 503 ACCIDENT AND INCIDENT REPORTING SEC. 504 AUDIT AND INSPECTION OF RECORDS SEC. 505 OWNERSHIP OF DOCUMENTS SEC. 506 REPLACEMENT SERVICES SEC. 507 CONTINUITY OF SERVICES SEC. 508 EMERGENCIES SEC. 509 DISPUTES SEC. 510 INSPECTION OF WORK SEC. 511 SUBCONTRACTING OF CONTRACT WORK AND TRANSFER OF INTERESTS SEC. 512 INDEPENDENT CONTRACTOR SEC. 513 LICENSING, PERMITS, AND TAXES SEC. 514 LACK OF FUNDS SEC. 515 CONFLICT OF INTEREST SEC. 516 DEBARRED BIDDERS SEC. 517 ANTIDISCRIMINATION AND EEO REQUIREMENTS SEC. 518 PATENT RIGHTS SEC. 519 COMPLIANCE WITH LAWS AND REGULATIONS SEC. 520 WAIVER OF TERMS OR CONDITIONS SEC. 521 INTERPRETATION, JURISDICTION, AND VENUE SEC. 522 CONSTRUCTION SEC. 523 OFFICIAL RECEIPT SEC. 524 SUCCESSORS AND ASSIGNS SEC. 525 SEVERABILITY SEC. 526 ENTIRE AGREEMENT; AMENDMENT REQUIRED iii

4 # ATTACHMENTS Attachment A Service Hour Rate Schedule by Year Attachment B Training Program Attachment C Customer Comment Process Attachment D Fueling Sites Attachment E --.RTC s Maintenance Contractor s Maintenance Plan Attachment F --.Initial Revenue Vehicle Assignment List Attachment G Safety, Security, and Emergency Management Program Attachment H Federal Requirements and Clauses Attachment I - Staffing and Personnel Plan Attachment J - Facilities Description FORMS Form A- PMI Report Form Form B- Inspection Report Form- Diagram & Written Defects & Inspection Photographs Form C- Inspection Report Form- Vehicle Systems Check Sheet Form D- Liquidated Damages Assessment Form iv

5 CONTRACT FOR SENIOR TRANSPORTATION SERVICES This Contract (CONTRACT) is made and entered into this th day of, 2014, by and between the Regional Transportation Commission of Southern Nevada, whose primary address is 600 South Grand Central Parkway, Las Vegas, Nevada 89106, and whose primary address is (Contractor). ARTICLE 1 DEFINITIONS AND INTRODUCTORY PROVISIONS SEC. 101 DEFINITIONS As used in this Contract: (1) Adequate, Appropriate, Proper, Sufficient. The terms Adequate, Appropriate, Proper, Sufficient, or variations thereof as used throughout this Contract, mean performing work or duties under the Contract in accordance with the standards and requirements of the Contract Documents and in accordance with the standards and requirements generally accepted as standards in the transit industry. (2) Americans with Disabilities Act of 1990 (ADA). The terms Americans with Disabilities Act of 1990 or ADA mean the statute enacted by the United States Congress as Public Law Number (3) Commencement Date. The term Commencement Date means the date identified in the Notice to Proceed on which the Contractor assumes responsibility for Revenue Service under this Contract. (4) Communications System. The term Communications System refers to the communication system established by the Contractor in support of dispatch activities. (5) Contract. The term Contract means this Contract for Senior Transportation Services entered into between the RTC and the Contractor. (6) Contract Documents. The term Contract Documents means this Contract and the Attachments and Forms attached hereto which collectively constitute the obligations of the Contractor., set forth hereafter in their order of precedence: (7) Contractor. The term Contractor means, the entity entering into this Contract with the RTC to provide the services described in the Contract Documents. (8) Days. The term Days means regular business days of the RTC (Monday- Thursday), unless otherwise specifically indicated.

6 (9) Deadhead. The term Deadhead means the scheduled amount of time for a Revenue Vehicle, without passenger(s), to move from the garage or yard to the origin point of the first Vehicle Trip, and from the last scheduled geographic point of the last Vehicle Trip back to the garage or yard. (10) Digital Surveillance System. The term Digital Surveillance System means the on-board camera system provided in each Revenue Vehicle for recording video and audio events. The RTC currently uses Safety Vision, Model 4CSDSS recorders. (11) Facilities. The term Facilities means the RTC-provided buildings, structures, and grounds listed in Attachment J to be used by the Contractor in providing services under this Contract at the Integrated Bus Maintenance Facility (IBMF) located at 3210 Citizen Avenue, North Las Vegas, Nevada (12) Federal Transit Administration (FTA). The term Federal Transit Administration or FTA refers to the Federal Transit Administration of the United States Department of Transportation or its successor entity. (13) Flexible Demand Response. The term Flexible Demand Response or FDR means the portion of Senior Transportation Services that are demand response services. (14) Governing Body of the Regional Transportation Commission of Southern Nevada. The term Governing Body of the Regional Transportation Commission of Southern Nevada or RTC Governing Body refers to the elected representatives of the entities of Clark County, Nevada, including the County of Clark and the cities of Las Vegas, North Las Vegas, Henderson, Boulder City, and Mesquite, who make up the voting membership of the Regional Transportation Commission of Southern Nevada, and the Director of the Nevada Department of Transportation, who serves as an ex officio member. (15) Key Personnel. The term Key Personnel means the following Contractor personnel: the Project Manager, Operations Manager, and Safety and Security Manager. (16) Late Trip. The term Late Trip means: (a) For FDR purposes, any trip where the Revenue Vehicle fails to arrive at the scheduled passenger s pickup location by the end of the On-Time Window. (b) For Silver STAR purposes, any trip that leaves from a location in excess of two (2) minutes from a designated timepoint. (17) Maintenance Contractor. The term Maintenance Contractor means the business entity selected by the RTC under a separate contractual agreement to perform specific maintenance including preventive maintenance and repair. (18) Mechanical Road Call. The term Mechanical Road Call means a revenue service interruption caused by failure of a mechanical element of a Revenue Vehicle. The term Mechanical Road Call does not include a service interruption caused by a declared fleet defect

7 (19) Missed Trip. For FDR purposes, the term Missed Trip means any trip where the Revenue Vehicle fails to arrive at the scheduled passenger s pickup location within thirty (30) minutes of the On-Time Window. (20) Missed Run. For Silver STAR purposes, the term Missed Run includes any of the following conditions: (a) A Vehicle Trip begun more than fifteen (15) minutes behind the scheduled departure time; (b) A Vehicle Trip during which any section is operated more than thirty (30) minutes behind the scheduled departure time of any timepoint; (c) An unoperated Vehicle Trip; (d) An uncompleted Vehicle Trip, or (e) A Vehicle Trip during which a designated stop(s) along a route published in RTC s schedules is missed. (21) National Transit Database. The term National Transit Database or NTD means the uniform reporting system that the U.S. Secretary of Transportation is required to maintain, and to which FTA grant recipients, including the RTC, is required to report pursuant to Section 5335 of Title 49 of the U.S. Code. (The home page link for NTD is ) (22) Normal Wear and Tear. The term Normal Wear and Tear means damage or loss to a Revenue Vehicle or item of equipment resulting from ordinary use and demand over time. The age of the Revenue Vehicle or item of equipment, and the miles accumulated on a Revenue Vehicle, are among the factors the RTC uses to distinguish Normal Wear and Tear from wear and tear that is the result of abuse or improper use. (23) On-Time Performance. The term On-Time Performance means: (a) For FDR purposes, the performance of scheduled trip pickups within the On-Time Window. (b) For Silver STAR purposes, the departure from the first timepoint of the Vehicle Trip with no greater deviation from the schedule than zero (0) minutes early departure and no more than two (2) minutes late departure. (24) On-Time Window. The term On-Time Window means the period of the allowable deviation from the scheduled passenger pickup time for a FDR passenger, defined in minutes. The scheduled passenger pickup time is the time appearing on a Manifest that the RTC indicated to the passenger for pick up. The allowable deviation is from five (5) minutes prior to twenty-five (25) minutes after the scheduled passenger pickup time stated on the Manifest. (25) Paratransit Stop Location. The terms Paratransit Stop Location or PTS mean a common destination at which RTC passengers who ride FDR service will be picked up and dropped off, generally marked by Manifest comments and/or a posted sign

8 (26) Regional Transportation Commission. The terms Regional Transportation Commission, RTC, and Commission mean the Regional Transportation Commission of Southern Nevada, the designated Metropolitan Planning Organization for Clark County, Nevada. (27) Revenue Service. The term Revenue Service means Senior Transportation Services available to carry fare-paying or donating passengers. (28) Revenue Vehicle. The term Revenue Vehicle means the RTC-provide vehicles utilized to provide Senior Transportation Services. (29) RTC General Manager. The term RTC General Manager means the General Manager of the RTC or the person designated in writing by the RTC General Manager to carry out his or her duties under this Contract. (30) RTC Project Manager. The term RTC Project Manager means the individual designated by the RTC General Manager to administer the RTC s responsibilities under this Contract or the person designated by the RTC Project Manager to carry out his or her responsibilities under the Contract. (31) Run. The term Run means a work assignment for a Silver STAR Revenue Vehicle operator, comprised of one or more Vehicle Trips. (32) Schedule. The term Schedule means: (a) For FDR purposes, the sequence of a Manifest which instructs a vehicle operator regarding required pickup and drop off times. (b) For Silver STAR purposes, the sequence of destinations and timepoints that are to be met during the course of each Run. (33) Senior Transportation Services. The term Senior Transportation Services means FDR and Silver STAR services. (34) Service Hours. The term Service Hours means the scheduled amount of time for a Revenue Vehicle to depart from the point of origin of the first Vehicle Trip to the destination point of the last Vehicle Trip. The term Service Hours does not include any time when a Revenue Vehicle is out of service for vehicle operator lunch, refueling, mechanical breakdown, training, or other operational variation which would remove a vehicle from availability for revenue service. (35) Silver STAR. The term Silver STAR means the portion of Senior Transportation Services that are fixed route services. (36) Support Vehicle. The term Support Vehicle means any Contractor-provided vehicle needed to support the operation and maintenance of Senior Transportation Services

9 provided under this Contract, including, but not limited to, cars, vans, tow trucks, lifted-equipped vans, and service trucks. (37) Vehicle Trip. The term Vehicle Trip means the operation of a Revenue Vehicle in scheduled service from the first geographic timepoint/pickup location to the last geographic timepoint/location on a route or pattern servicing all applicable bus stops along the route or pattern and adhering to the published departure times or in adherence to a Manifest. SEC. 102 GENERAL OBLIGATIONS OF THE PARTIES A. In General. The Contractor shall manage and operate Senior Transportation Services; appropriately coordinate the maintenance of a fleet of Revenue Vehicles and equipment provided by the RTC in compliance with manufacturers specifications and standards; and provide, operate, and maintain all Support Vehicles necessary to accomplish its obligations under this Contract. The Contractor shall also provide an appropriately trained workforce, and provide equipment and materials (except those items provided by the RTC in accordance with the Contract) needed to operate the Revenue Vehicles in Revenue Service over the routes and within the Service Hours established by the RTC. B. Project Management. The Contractor shall manage the project according to operating procedures approved by the RTC. The RTC shall have the right to establish additional requirements which are reasonable for the operation of this service, pursuant to a Contract amendment or the service change process set forth in this Contract. C. Contractor s Responsibilities. The Contractor s performance shall be in accordance with the obligations of this Contract and the Attachments and Forms attached hereto. The Contractor s responsibilities shall include the following: (1) Administrative and Operations Responsibilities (a) Meet all operations, equipment, and maintenance requirements established by this Contract. (b) Provide transit service in accordance with the established schedule, or as otherwise agreed to by the RTC and the Contractor. (c) Meet performance and safety standards, as set forth in this Contract and the Attachments and Forms. (d) Provide properly trained, qualified personnel having management and operations expertise necessary to operate the Senior Transportation Services and to administer personnel matters regarding the Contractor s employees

10 (e) Meet employee hiring and training standards as specified in this Contract. (f) Provide for the acquisition (by purchase or lease) of the Support Vehicles needed to support the Senior Transportation Services and provide for the registration, insurance, maintenance, fueling, repair, and all other associated costs relating to the Support Vehicles. (g) Maintain all equipment, Facilities, Revenue Vehicles and Support Vehicles in accordance with this Contract, including the proper maintenance, operation, and usage of the Communications System. For purposes of the maintenance of the Revenue Vehicles, this paragraph requires the Contractor to comply with Section 305 of this Contract and to coordinate with the Maintenance Contractor. (h) Preserve, and protect all RTC-provide, equipment and materials in good working order and in accordance with the manufacturers specifications. (i) Provide appropriate office and facilities in accordance with this Contract in the event that the Contractor has elected not to use the Facilities provided by the RTC, provided, however, the Contractor shall be responsible for the costs associated with any non-rtc-provided office and/or facilities. (j) Upon RTC request, determine route design, time points and route schedule for existing or new routes. (k) Assist the RTC with marketing in accordance with its marketing plan and perform other marketing activities as determined by the RTC. (l) Provide properly trained and qualified personnel in sufficient quantities to dispatch RTC vehicles and provide all other dispatch functions. (m) Maintain written and verbal communications with the RTC to the satisfaction of the RTC Project Manager or his/her designee. (n) Comply with and/or assist with the RTC s monitoring and auditing programs, including Title VI submittals and State of Nevada grant reports. Assist with the RTC s ongoing programs, including origin-destination surveys, onboard data trip surveys, and other ridership and customer satisfaction surveys that may be periodically undertaken. (o) Respond promptly and precisely to the RTC s requests for information according to the schedule set by the RTC

11 (p) File all operating, financial, and performance reports and invoices in accordance with this Contract in order to allow the RTC to review their content in a timely manner. (q) Provide appropriately trained and qualified safety personnel to investigate accidents and unsafe practices in a timely manner, and provide reports of those investigations to the RTC in accordance with this Contract. (r) Provide insurance coverage and indemnification as required in this Contract. (s) Immediately report to the RTC any accidents, including passenger accidents, or any other non-routine event or operational deviation, in accordance with this Contract. (t) Provide appropriate security measures in compliance with Federal and State laws and regulations for Senior Transportation Services and in accordance with plans and programs agreed to by the RTC and the Contractor, and cooperate with law enforcement agencies regarding security activities on board vehicles and elsewhere. (u) Provide for full operator deployment, in accordance with the requirements of this Contract. (v) Provide a vehicle communication system for vehicle operators to maintain communications with dispatch. (w) Provide and operate an inquiry system using the RTC-provided telephonic communication system to receive and respond to calls on the day of service from passengers: (1) checking on the status of prescheduled trips; (2) placing same day reservations, (3) scheduling No-show and Will Call return trips; and (4) processing ride cancellations. (x) Perform Trip Edit data entry to reconcile all Manifest information for FDR routes with adequate staff to ensure that all data required by the RTC is correctly validated and reconciled into the Trapeze PASS system. (y) Refer all RTC-related media inquiries to the designated RTC representative, and cooperate in providing public information through the RTC. (z) Provide all office equipment needed for operation of Senior Transportation Services service including all computers, including

12 hardware, software, and peripherals, all furniture, and all copiers and fax capabilities. (aa) Provide appropriate access, control, and security for all of the RTC property under the Contractor s control under this Contract. (bb) Notify the RTC Project Manager of any issues or concerns in proposed Senior Transportation Services and expansions, alterations, and/or reductions in service in a timely manner. This notification can be verbal but must be also submitted in writing. (cc) Conduct all National Transit Database (NTD) on-board passenger data trip surveys in the manner prescribed by the RTC. (dd) Manage and implement the posting and timely removal of passenger information flyers, Route Guides, and other RTC approved publications and announcements. (ee) Comply with all FTA drug and alcohol testing requirements and assist the RTC in auditing and monitoring compliance with those requirements. (ff) Comply with the Equal Employment Opportunity (EEO) Program and with FTA s EEO Program Guidelines. (gg) Comply with all applicable Federal, State, and local laws and regulations. (hh Receive calls from customers inquiring about the trip status of their scheduled rides. (ii) Develop a fire and emergency evacuation plan in accordance with local ordinances of the applicable jurisdictions in which the Facilities are located. (2) Vehicles and Maintenance (a) Operate all Revenue Vehicles provided by the RTC. (b) Work cooperatively with the Maintenance Contractor to ensure that Revenue Vehicles are well maintained and in safe working condition. (c) Appropriately monitor bus wrap installations and report on a monthly basis any quality concerns, including the lifting of wraps, paint damage, or safety violations that occur and need to be addressed by the RTC s advertising contractor

13 (3) Fares (d) Fuel Revenue Vehicles at the approved locations designated in this Contract, and, in a manner to keep the Revenue Vehicles properly maintained and in full revenue operation. (e) Securely manage the retention and usage of fuel cards provided by the RTC. (f) Promptly notify the RTC Project Manager of any deficiencies or defects in any Revenue Vehicles furnished by the RTC, in accordance with this Contract. (g) Require operators to perform daily Revenue Vehicle inspections and to provide those reports to the Maintenance Contractor by scan delivered no later than 9:00 a.m. each morning. (h) Report daily Revenue Vehicle mileage and fuel usage in gallons to the Maintenance Contractor through the operators vehicle inspection report. (a) (b) Collect fares in a manner that complies with the RTC s established and published fare policy. Empty fareboxes, collect and deposit revenue, maintain custody of fare receipts, and tabulate fare receipts. D. RTC s Responsibilities The RTC s responsibilities include the following: (1) Establish operations and maintenance requirements and performance standards for the Contractor. (2) Identify, develop, and plan for new and revised transportation services, and develop service scopes for competitive procurement within the Transportation Improvement Program/Short Range Transit Plan. (3) Identify demand for Senior Transportation Services and determine if new routes are required. Approve all final routing designs submitted by the Contractor. (4) Establish and periodically evaluate all policies regarding the operation and performance of Senior Transportation Services

14 (5) Provide continuing service planning and capital planning (short and long range), in accordance with the Planning Policies and Procedures adopted by the RTC. (6) Coordinate informational reports and manage appropriate information systems. (7) Establish and evaluate fare policies and fare structure, and review and evaluate ridership trends. (8) Administer the contract with the Maintenance Contractor. (9) Communicate with the Contractor, the media, and the public. (10) Carry out marketing activities, including the publication of timetables and route maps, and materials that increase accessibility for visually and hearing impaired persons in accordance with the Americans with Disabilities Act. (11) Administer and monitor this Contract, audit the Contractor s books, records, and accounts, and evaluate and inspect the Contractor s work for contract compliance. (12) Determine compliance with Contract requirements and assess liquidated damages, as appropriate. (13) Investigate unsafe practices as the RTC deems appropriate. (14) Comply with all Federal, State, and local laws and regulations. (15) Prepare for and provide official notice of all meetings, including those for which the Contractor is responsible for the presentation of informational items. (16) Provide sufficient Revenue Vehicles for use in the service described in this Contract, and determine the paint schemes and logos for Revenue Vehicles. (17) Provide the equipment, tools, and materials which are specifically designated as RTC s responsibility in this Contract, including fareboxes, and onboard vehicle tracking equipment. (18) Procure and furnish fuel and fuel cards for the Revenue Vehicles

15 (19) Report to the RTC Governing Body on the Contractor s performance with regard to system performance, maintenance, and safety. (20) Communicate information concerning deficiencies in service to the Contractor in a timely manner. (21) Pay the Contractor for services rendered as provided in this Contract. (22) Provide (either directly or by contract) a complete customer service information phone line, including customer voice phone and TDD service, and customer service personnel. (23) Locate and establish Paratransit Stops signs. (24) Provide Facilities in accordance with Attachment J and furniture for the office area. (25) Provide access to Trapeze Software for Contractor s Trip Edit staff through a Citrix internet connection. SEC. 103 REPRESENTATIONS, WARRANTIES, AND STANDARD OF PERFORMANCE A. Contractor Representations and Warranties. The Contractor represents, warrants, and covenants as follows: (1) Maintenance of Licenses and Permits. The Contractor and its subcontractors have, and through the Contract Term shall maintain, all required licenses, permits, status, professional ability, skills and capacity to perform the Work in accordance with the requirements of the Contract Documents. (2) Laws, Regulations, and Governmental Approvals. The Contractor has familiarized itself with the requirements of all applicable Federal, State, and local laws and regulations and the condition of any required governmental approvals, prior to entering into this Contract. The Contractor acknowledges and agrees that it is responsible for complying with such laws and regulations, and, except as otherwise provided in the Contract Documents, for obtaining governmental approvals at its sole cost and without any increase in compensation on account of such compliance, regardless of whether such compliance would require additional time for performance or additional labor, equipment and/or materials not expressly provided for in the Contract Documents. (3) Legal Proceedings. The Contractor warrants that, as of the date the Contractor executed this Contract, there were no existing or threatened legal proceedings against the Contractor that would have an adverse effect on its ability to perform its obligations under the Contract, its financial condition, or its operations. In the event that

16 an action is initiated or threatened by or against the Contractor that is likely to have an adverse effect on the Contractor s ability to perform its obligations under this Contract, the Contractor shall notify the RTC within fourteen (14) calendar days of the initiation or threat of such action. (4) Status and Authority. (a) The Contractor is an entity duly organized and licensed to do business in the State of Nevada, with all requisite power to own its properties and assets and carry on its business as now conducted or proposed to be conducted. (5) Variety of Vehicles. The Contractor acknowledges that the RTC has a variety of Revenue Vehicles in its fleet and may purchase an additional variety of Revenue Vehicles during the Contract Term, and agrees that the compensation to be paid the Contractor (as described in Section 401 and Attachment A) covers the full cost of operating a variety of Revenue Vehicle types and providing the services required under this Contract. B. Standard of Performance. The Contractor shall perform the Work diligently, carefully, and in a timely and professional manner, in accordance with the standards and requirements in the Contract Documents and in accordance with standards and practices generally accepted as standards of the industry; and shall have and maintain all required authority, licenses, professional ability, skills, personnel, and capacity to perform its obligations under this Contract. The Contractor shall perform all Work in its own name and as an independent contractor and not in the name of, or as an agent for, the RTC. SEC. 104 NOTICES AND TERM OF CONTRACT A. Contract Term. The term of this Contract is for two (2) years (the Base Contract Term), beginning on the Commencement Date, with one (1), two (2) year option and one (1), one (1) year option, for a total possible Contract term of five (5) years. Unless otherwise indicated in the NTP, the Contract Term will commence on 2014 (the Commencement Date). B. Submissions. Within ninety (90) calendar days after receipt of the NTP, the Contractor shall submit to the RTC for its review and approval the following plans and programs specific to the RTC account: (a) the Drug and Alcohol Policy Program; (b) the EEO Program/Affirmative Plan; and (c) the Safety, Security, and Emergency Management Program, including the System Security and Emergency Preparedness Plan (SSEPP), the All Hazards Plan, the System Safety Program Plan (SSPP), and the Workforce Safety Plan/Program; SEC. 105 TRANSITION AND START-UP A. Vehicles and Facilities. In accordance with the provisions of subsection B, the RTC will provide the Contractor with the Revenue Vehicles identified in Attachment F and Facilities identified in Attachment J as of the Commencement date of the Contract: In addition, the RTC

17 will provide the Contractor a minimum of two (2) Revenue Vehicles for purposes of training employees during the transition period. B. Initial Vehicle, Facilities and Equipment Inspection. (1) General Requirements The Contractor shall participate with the RTC in an acceptance inspection, in accordance with this subsection, of all RTC-provided Revenue Vehicles (including farebox and related fare collection equipment), Facilities and equipment for purposes of establishing the overall condition of the Revenue Vehicles, Facilities and equipment as of the time the Contractor commences work under this Contract. Following the commencement of services under this Contract, the Contractor shall assume responsibility for coordinating the maintenance and repair of all RTC-provided Revenue Vehicles, Facilities and equipment in accordance with this Contract. In its discretion, the RTC may coordinate this inspection with the turnover audit and inspection process for the prior Senior Transportation Services contractor. (2) Purpose of Inspection. The purpose of the inspections under this subsection shall be to establish the condition of the Revenue Vehicle fleet, Facilities and the equipment, as of the inspection date, and to determine the specific repairs and maintenance that need to be performed in order to assure that all Revenue Vehicles, Facilities and equipment are in a safe and sound mechanical condition, properly serviced, and in good repair, Normal Wear and Tear excluded. (3) Repairs. The RTC (or its prior Senior Transportation Services contractor if appropriate) shall be responsible for the cost of all repairs and additional maintenance to the Revenue Vehicles, Facilities and equipment determined to be necessary to meet the standards referenced in paragraph (2). (4) Turnover Audit and Inspection. Prior to the termination of this Contract, the existing Revenue Vehicles, Facilities and equipment shall be subject to the turnover audit and inspection process set forth in Section 305D. ARTICLE 2 PERSONNEL REQUIREMENTS SEC. 201 GENERAL REQUIREMENTS FOR CONTRACTOR PERSONNEL A. In General. The Contractor shall be responsible for providing qualified personnel capable of performing all of Contractor s responsibilities and obligations under this Contract. The total number and qualifications of personnel necessary for operations and other service requirements shall be in accordance with this Contract and with the Contractor s Staffing and Personnel Plan, set forth in Attachment I. The Contractor shall provide a monthly written update of all current employees, by number and by function (e.g., operators, dispatchers, supervisors, etc.) working under this Contract. Such written update shall specifically identify all new employees, their positions, and where applicable their training status

18 B. Key Personnel. (1) Key Personnel List. In order to manage and perform the service required by this Contract, the Contractor will provide and maintain throughout the Contract Term, the following minimum dedicated Key Personnel positions: (a) (b) (c) Project Manager. Operations Manager. Safety and Security Manager. Persons who fill the Key Personnel positions must have demonstrated experience for the positions they fill. Key personnel may also fulfill other management or supervisory functions within the scope of this Contract consistent with the Contractor s Personnel and Staffing plan. (2) Changes and Vacancies. The Contractor shall provide the RTC at least thirty (30) calendar days advance notice prior to any contemplated change to Key Personnel, and such contemplated change is subject to the RTC s prior written approval (which approval shall not be unreasonably withheld). The Contractor shall fill any vacancy in a Key Personnel position within sixty (60) calendar days of the date of the vacancy. A vacancy may be temporarily filled with an interim individual whose qualifications meet the requirements of the position, subject to the RTC s approval of any such individual, while a more extensive search for a replacement is conducted. (3) RTC Right to Remove. The RTC reserves the right to direct the removal of any Key Personnel during the term of the Contract if the RTC determines such removal is in the best interest of the RTC or the Project. C. Project Manager. The Contractor s Project Manager shall supervise the day-to-day operation of the service, as well as the management of the project s accounts and operating records. The Project Manager or individuals designated under subsection D of this Section shall be available by telephone or in person during all hours of operations to make decisions as necessary at the request of the RTC. D. Additional Management. In addition to the Project Manager, the Contractor shall designate two (2) members of management with the authority and responsibility to: (1) make binding decisions, acting as agent for the Contractor; and (2) respond in person to any emergency or accident involving extensive property damage or injuries. The Contractor shall provide the names, titles, and telephone numbers of those individuals to the RTC. E. RTC Project Manager. All notices and communications required to be submitted by the Contractor under this Contract shall be submitted to the RTC Project Manager

19 SEC. 202 PERSONNEL PERFORMANCE STANDARDS AND REQUIREMENTS A. Personnel Standards. The Contractor shall require that all personnel providing any services for the RTC under this Contract maintain a professional, courteous attitude toward RTC customers, including answering to the best of their abilities all passenger questions (including questions about schedules) and performing other tasks as directed. The Contractor shall use appropriate employee screening and selection criteria (including the hiring standards set forth in this Section) to assure the employment of the best qualified applicants available, emphasizing competence, reliability, and good customer service skills. Promptly upon the RTC s request, the Contractor shall remove from any work under this Contract any employee who the RTC considers unsuitable for such work or who has displayed any act of discourtesy, rudeness, use of profanity, or any other act deemed unacceptable by the RTC. B. Personnel Policies. (1) General Requirement. The Contractor shall follow its personnel program and policies in carrying out recruitment, hiring, training, and performance reviews, as set forth in its Staffing and Personnel Plan. The Contractor shall comply with its Staffing and Personnel Plan throughout the term of this Contract. The Contractor shall give written notice to the RTC of any material changes in its personnel program and policies. (2) Compliance with Applicable Law. The Contractor s personnel policies and personnel wages and work hours shall be in accordance with applicable local, State, and Federal laws and regulations. (3) Standard of Conduct. The Contractor shall apply the standards of conduct approved by the RTC. All of the Contractor s employees performing work under this Contract shall strictly adhere to Contractor s standards of conduct. Material changes in these standards shall require prior written approval by the RTC. Any deviation from the RTC-approved standard of conduct by any of the Contractor s employees shall be grounds for removal of the employee from RTC project services. Failure of the Contractor to enforce these standards shall be grounds for termination of this Contract for default under Section 410. (4) Background Checks and Hiring Standards. (a) The Contractor shall make all reasonable efforts to ensure that employees having contact with the public in the course of their assigned duties are of good moral character. The Contractor, prior to hiring, shall conduct employee candidate background checks of all positions, especially those positions to be considered safety-sensitive in nature. The RTC considers all positions to be safety-sensitive unless they are administrative in function only. (b) The background checks conducted by Contractor shall be in accordance with RTC standards and applicable Federal and State law, and shall include the use of a licensed background check vendor to carry out criminal

20 background checks and personal credit history reviews (as applicable). Criminal background checks must include arrest and conviction records (county, state, and nationwide) for all jurisdictions in which the applicant has resided in the previous ten (10) years. (c) Any decision regarding whether or not to hire an individual on the basis of a prior felony or misdemeanor conviction record shall be made by the Contractor on a case-by-case basis, taking into account the nature and gravity of the criminal offense committed by such individual, the relationship of such offense to the nature and requirements of the job involved, considerations of business necessity, the time elapsed since the commission of the offense and/or the completion of the sentence, and other relevant considerations set forth in applicable EEOC guidance. (d) The Contractor shall ensure that employees are tested in accordance with the FTA Alcohol and Drug Testing Regulations, including: preemployment, reasonable cause, return to duty, post-accident, and random testing. The Contractor shall also comply with the FTA s minimum requirements for random testing for illegal drug use of twenty-five percent (25%) of safety sensitive employees on an annual basis, and random testing for alcohol misuse of ten percent (10%) of safety-sensitive employees on an annual basis, in accordance with 49 CFR Part 655. The Contractor shall adjust annual random testing rates to comply with any future amendments to the Federal requirements. (e) The Contractor shall maintain all records relating to background checks conducted on all employees working at RTC Facilities or otherwise providing services under this Contract. For purposes of audit and oversight by the RTC, and unless prohibited by law, the Contractor shall make all background check records and information available to RTC representatives for the periods and at the location specified in Section 504 of this Contract. C. Staffing Levels. The Contractor shall employ and provide, throughout the Contract Term, no less than the number of personnel by position as specified in its Staffing and Personnel Plan. Any changes to the level of staffing are subject to the RTC s prior approval and may, in the RTC s discretion, require the negotiation of a reduction in the applicable Service Hour Rate. The Contractor shall provide the RTC written notification of any variance to the staffing levels that could impact service, immediately upon the occurrence of such variance. The Contractor shall accompany any such notification with a recovery plan that addresses personnel shortages. D. Training. (1) General Requirement. The Contractor shall require that all employees of the Contractor complete its Training Program, as set forth in Attachment B. The Contractor shall be responsible for implementing all aspects of its Training Program throughout the term of the Contract. Training shall include courses and instruction in all aspects of the operation and maintenance of services under this Contract. Any material

21 changes to the Contractor s Training Program shall require prior written approval by the RTC. (2) Drug and Alcohol. The Contractor shall require that all safety-sensitive employees, as defined by the FTA, complete drug and alcohol training in accordance with 49 CFR Part 655. In addition, the Contractor shall provide a Drug and Alcohol Program Manager who has been trained, through a FTA-approved Drug and Alcohol Program Management course, within ninety (90) Days after receipt of the NTP, or as soon thereafter as practical, based on course availability. (3) Required Safety and Security Training. The Contractor shall provide the following safety and security training, including annual refresher training, maintained in a separate employee file: (a) Emergency Response training for all employees. (b) National Incident Management System (NIMS) training and Incident Command System (ICS) training for all employees, position specific (minimum of ICS 100 and 200 for all positions). (c) Training in RTC and Contractor policies, procedures, and protocols, including safety, security and incident response plans for all employees, position appropriate. (d) appropriate. Security orientation/awareness training for all employees, position (4) Timing of Training. The Contractor shall implement its Training Program in a way that will assure that vehicle operator training is not conducted during peak service hour periods at the expense of providing on-time Revenue Service. (5) Costs of Training. The Contractor acknowledges and agrees that all costs of training required for this Contract are included in its Service Hour rates, including the cost of training associated with any new Revenue Vehicles. E. Uniforms. (1) General Requirement. The Contractor shall cause all vehicle operators to be attired in such uniforms or clothing as specified by the Contractor and approved by the RTC. Such clothing shall display the service logo or name. The cost of such uniforms shall be borne by the Contractor and is included in the Service Hour rates. (2) Cost of Uniform Changes. Any cost associated with a change in uniforms proposed by the Contractor shall be borne by the Contractor. The Contractor shall submit to the RTC for its approval a sample of any proposed change in uniform to be worn by

22 each uniformed job category. Any cost associated with a change in uniform required by the RTC shall be the responsibility of the RTC. F. Labor Productivity. The Contractor shall promote productivity and efficiency in carrying out this Contract by implementing strategies that serve to maximize efficiency of the employee workforce. G. Passenger Comments. The Contractor shall assure that all project personnel report all passenger comments and any operational problems to the Contractor. The logging of comments shall include a written description of each comment. The Contractor shall respond to passenger comments in accordance with the RTC Customer Comment Process set forth in Attachment C and the process set forth in Section 502A of this Contract. The Contractor shall provide information requested by the RTC and otherwise cooperate with the RTC in the resolution of any comments appealed to the RTC pursuant to the RTC Customer Comment Process. H. Limitation. The Contractor should not enter into a labor contract with its workforce for a longer term than the base term of this Contract with the RTC. SEC. 203 VEHICLE OPERATORS A. General Requirement. The Contractor shall employ and maintain, throughout the Contract Term, a level of vehicle operators sufficient to meet the daily operator shift requirement, as well as sufficient extra-board and stand-by operators to allow for the expected call-outs, vacations, no-shows, etc. All operators shall be fully trained and qualified to operate the vehicles for the services provided under this Contract. B. Requirements for Operators. The Contractor shall have rules and requirements in place and provide such rules and requirements to each vehicle operator to insure that each operator employed by the Contractor satisfies the following requirements: (1) Each vehicle operator shall have a valid Nevada Commercial Driver s License, Class B or above with passenger endorsement, as well as any other licenses required by applicable local, State, and Federal laws and regulations. (2) Each vehicle operator shall be subject to periodic as well as random testing related to drug and alcohol use conducted by the Contractor in accordance with applicable Federal laws and regulations. A summary report of drug testing results (exclusive of individual test results) will be provided to the RTC as requested. Any vehicle operator who does not pass a medical examination or whose drug/alcohol screening tests do not comply with applicable standards for alcohol or drug use shall not be permitted to operate any vehicle used to provide service under this Contract. (3) Each vehicle operator shall be alert, careful, and competent in terms of driving ability and habits

23 (4) Each vehicle operator shall be courteous to all passengers. (5) Each vehicle operator shall be neat and clean in appearance, and shall wear a regulation uniform and identification badge at all times while in revenue service. (6) Vehicle operators shall have completed the Contractor s Training Program and shall be fully trained in defensive driving and vehicle handling in accordance with an approved defensive driving program, prior to operating any vehicle in Revenue Service. The Contractor shall also maintain ongoing training for vehicle operators. (7) Adequate numbers of fully-qualified vehicle operators shall be available as back-up operators during all operating hours to ensure consistent and reliable service. (8) Vehicle operators shall be trained in, and be cognizant of, all operational procedures relating to the Senior Transportation Services service, including but not limited to a thorough knowledge of the service area and street network, and the Communications System. The Contractor is responsible for updating on a regular basis the knowledge of its vehicle operators regarding new or extended streets, new developments or complexes, and points of interest. (9) Vehicle operators shall, pursuant to requests by the RTC, hand out notices to passengers or otherwise render assistance in RTC s monitoring and supervising operations. (10) Vehicle operators shall honor special passes, collect coupons and collect other fare media authorized by the RTC. (11) Vehicle operators shall have available at all times during operation of any Revenue Vehicles in connection with these services a timepiece having an accuracy of +/- one (1) minute per month and the timepiece shall be set each day. (12) Vehicle operators must immediately report to the Contractor any traffic accident, passenger accident, or other non-routine event. (13) Vehicle operators are not permitted to use personal cell phones, other electronic devices (including entertainment games), or Contractor-provided cell phones or electronic devices for personal purposes while operating in revenue service and may only use such devices for Senior Transportation Services purposes when legally permitted. (14) Tobacco products and electronic cigarette devices may not be used inside any RTC vehicle, in proximity of any RTC vehicle, or in any RTC-owned or leased building, and the use of tobacco products is prohibited at or near fuel tanks or pumps, and in any restricted areas

24 (15) Vehicle operators must have in their possession at all times while on duty, a valid Nevada CDL and U.S. Department of Transportation Medical Cards, and shall wear and display identification badges at all times while on duty. All such licenses, cards and badges shall be subject to inspection by the RTC at any time. (16) Vehicle operators, prior to beginning Revenue Service, shall inspect their assigned vehicles daily in a timely manner before pulling out of the yard in accordance with Federal, State and RTC requirements and Contractor procedures. If there are any defects, the vehicle operator must enter the defect on a Contractor provided Defect Report notice and immediately report the defect to Contractor Operations staff for determination of usability of the vehicle. If there are no defects, the vehicle operator must sign and date the notice prior to leaving the bus yard. Defect Report notices shall remain with the vehicle during that day and shall be replaced on a daily basis. (17) Vehicle operators shall immediately report to dispatch mechanical breakdowns and in-service failures of Revenue Vehicles. Upon receipt of such report, the Contractor shall immediately document the service interruption log and notify vehicle maintenance staff of the occurrence. C. Hiring Principles. (1) Satisfactory Driving Record. The Contractor shall not employ any person as a vehicle operator whose driving record does not meet the standards of the Contractor s Staffing and Personnel Plan. The driving record and background check information shall be compiled and verified in conjunction with Section 202B(4) and paragraph (3) of this subsection. (2) Employment Experience. Prior to offering employment to any person as a vehicle operator, the Contractor shall obtain from each such person detailed information concerning such person s employment experience, driving record, professional driving experience, motor vehicle violations and accidents, criminal history, personal and character references, and complaints filed against such person in the course of any employment as a professional driver, whether by any bus service provider or otherwise. The Contractor shall investigate and verify the accuracy of the information obtained from all job applicants. (3) Background Checks and Re-Checks. The Contractor shall perform the background checks described in Section 202B(4) prior to offering employment to any person as a vehicle operator. The background check will include, at a minimum, a Motor Vehicle Record (MVR) report and a report from a licensed background check vendor. The Contractor shall perform a MVR re-check every year of each operator and other employee in a safety-sensitive position within thirty (30) calendar days of the anniversary of the employee s individual hiring date, and shall perform complete background checks on all such employees at least every four (4) years. The Contractor will provide RTC a summary report for all background checks and re-checks performed on a monthly basis