HomeMy WebLinkAbout2019-11-26 - AGENDA REPORTS - AMEND CONTR WITH MV TRANS TO INCLUDE THE OPERATION (2)Agenda Item: 9
DATE: November 26, 2019
SUBJECT: AMEND CONTRACT WITH MV TRANSPORTATION TO INCLUDE
THE OPERATION OF ON -DEMAND TRANSIT SERVICES
DEPARTMENT: Neighborhood Services
PRESENTER: Adrian Aguilar
RECOMMENDED ACTION
City Council:
1. Amend the contract between the City of Santa Clarita and MV Transportation to provide on -
demand transit service and increase the contract amount by $264,040 for the provision of this
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2. Appropriate funding in the amount of $264,040 from Fund 700 (Transit) to Expenditure
Account 12400-5161.001.
3. Authorize the City Manager or designee to execute all contracts and associated documents
subject to City Attorney approval.
BACKGROUND
In June 2019 the City of Santa Clarita (City) was awarded $264,040 in Low Carbon Transit
Operation Program (LCTOP) grant funds. LCTOP provides operating and capital assistance for
transit agencies to reduce greenhouse gas emissions and improve mobility within their
community. Santa Clarita Transit intends to use LCTOP funds to test emerging ride -hailing
technology, similar to Uber or Lyft, using transit vehicles. The project is outside the scope of
MV Transportation's regular provision of service, thus a contract amendment is required.
As part of the demonstration project, the City will be testing new software that allows riders to
schedule curbside pick-up via a smart phone. This software was originally developed to provide
on -demand bus service for Amazon and Microsoft employees and will be modified to meet the
needs of Santa Clarita Transit riders. For riders without access to a smart phone or who would
prefer to speak with a live person, the Transit Customer Service Center will also have the ability
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to book trips over the phone during regular service hours.
The shared ride service will provide curb -to -curb service within the designated service area as
well as to neighboring traffic generators and transfer locations. The goal is to provide transit
service in areas not currently served by Santa Clarita Transit fixed route service. This would
improve first -mile last -mile connectivity for riders and fill a need recently identified in the 2018
Transportation Development Plan (TDP).
As part of the TDP, staff conducted extensive community outreach, including surveys,
workshops, and community presentations. Across all of these venues, community members
continually requested that the City improve connectivity to smaller neighborhoods. To address
this need, the TDP recommends the implementation of neighborhood circulators. Staff sees this
on -demand demonstration project as a way to provide these connections in the short-term,
approximately six months, and either continue the service moving forward if successful, or use
ridership data to help determine future neighborhood shuttle routes.
The new service will be supported by an extensive marketing and educational campaign
designed to increase awareness and understanding. MV Transportation has agreed to assist the
City with marketing the new service at no additional cost to the City.
ALTERNATIVE ACTION
Other action as directed by Council
FISCAL IMPACT
This item has no impact on the General Fund. The proposed demonstration project will be
entirely funded by a LCTOP grant which the City received in June 2019.
ATTACHMENTS
MV Transportation Contract (available in the City Clerk's Reading File)
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CONTRACT BETWEEN
THE CITY OF SANTA CLARITA AND MV TRANSPORTATION INC.
FOR THE MANAGEMENT, OPERATION, AND MAINTENANCE
OF TRANSIT SERVICES
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TABLE OF CONTENTS
CONTRACTBETWEEN...........................................................................................................................................1
SECTION 1. COMPLETE AGREEMENT.............................................................................................................6
SECTION2. CITY DESIGNEE................................................................................................................................7
SECTION 3. INDEPENDENT CONTRACTOR.....................................................................................................7
SECTION4. TERM OF CONTRACT.....................................................................................................................7
SECTION5. SCOPE OF WORK.............................................................................................................................7
SECTION 6. CHANGES IN SCOPE OF WORK; AMENDMENT......................................................................8
SECTION 7. EQUIPMENT AND FACILITIES.....................................................................................................8
A.
TRANSIT VEHICLES AND EQUIPMENT...............................................................................................................8
B.
VEHICLE CONDITION AND WARRANTY..........................................................................................................10
C.
VEHICLE OPERATION AND MAINTENANCE.....................................................................................................10
D.
APPLICABLE CODES AND REGULATIONS........................................................................................................17
SECTION 8. PLAN ROUTE FREQUENCY AND DAYS OF SERVICE............................................................17
SECTION 9. RATES AND COMPENSATION....................................................................................................18
A. OPERATION COSTS.........................................................................................................................................18
SECTION 10. CLAIM FOR PAYMENT...............................................................................................................20
SECTION 11. CONTRACTOR'S OPERATING REQUIREMENTS................................................................20
A. OPERATING REQUIREMENTS..........................................................................................................................20
B. REPORTING AND AUDITING............................................................................................................................21
C. MONITORING OF SERVICE (CITY)...................................................................................................................25
D. PERSONNEL....................................................................................................................................................25
E. MANAGEMENT...............................................................................................................................................29
F. MARKETING...................................................................................................................................................30
G. OPERATION DURING A DECLARED EMERGENCY...........................................................................................30
SECTION12. FARES..............................................................................................................................................31
A. FARE REPORTS...............................................................................................................................................31
SECTION 13. LIABILITY, INSURANCE, AND INDEMNIFICATION...........................................................32
A. GENERAL CONDITIONS...................................................................................................................................33
B. WORKERS' COMPENSATION...........................................................................................................................33
C. AGGREGATE LIMITS/BLANKET COVERAGE....................................................................................................33
D. SELF-INSURANCE AND SELF -INSURED RETENTION........................................................................................34
E. MODIFICATION OF COVERAGE.......................................................................................................................34
F. FAILURE TO PROCURE INSURANCE.................................................................................................................34
G. UNDERLYING INSURANCE..............................................................................................................................34
H. SUBCONTRACTOR...........................................................................................................................................34
SECTION 14. FORCE MAJEURE.........................................................................................................................34
SECTION 15. PERFORMANCE BOND...............................................................................................................35
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SECTION 16. ASSIGNMENT OR TRANSFER...................................................................................................35
SECTION17. LIAISON (CITY).............................................................................................................................35
SECTION 18. PROJECT MANAGER (CONTRACTOR)..................................................................................36
SECTION 19. TERMINATION BY CITY............................................................................................................36
SECTION 20. DEFAULT BY CONTRACTOR....................................................................................................37
SECTION 21. EMERGENCY IN -LIEU PERFORMANCE BY CITY...............................................................37
SECTION 22. BUSINESS RECORDS RETENTION AND INSPECTION.......................................................38
A. GENERAL REQUIREMENTS.............................................................................................................................38
B. PROJECT OPERATION RECORDS.....................................................................................................................38
C. MAINTENANCE AND ACCIDENT RECORDS......................................................................................................39
D. AUDIT STATEMENT........................................................................................................................................40
SECTION 23. DISADVANTAGED BUSINESS ENTERPRISE/WOMEN'S BUSINESS
ENTERPRISE/AFFIRMATIVE ACTION.............................................................................................................40
SECTION 24. FEDERAL GUIDELINES AND REQUIREMENTS...................................................................40
A. CITIZENSHIP LAWS.........................................................................................................................................41
B. EQUAL EMPLOYMENT OPPORTUNITY.............................................................................................................41
C. FEDERAL TRANSIT ADMINISTRATION............................................................................................................41
SECTION 25. MODIFICATION............................................................................................................................41
SECTION 26. PRECEDENCE OF DOCUMENTS...............................................................................................42
SECTION 27. NON -WAIVER OF CONDITIONS...............................................................................................42
SECTION 28. INTERPRETATION.......................................................................................................................42
SECTION 29. TAXES AND OTHER CHARGES................................................................................................42
SECTION30. INSPECTION..................................................................................................................................42
SECTION31. NOTICES.........................................................................................................................................42
SECTION 32. LABOR PROTECTION REQUIREMENT..................................................................................43
SECTION 33. STATUS OF CONTRACTOR........................................................................................................43
SECTION34. FUNDING.........................................................................................................................................43
SECTION 35. ATTORNEY FEES..........................................................................................................................43
SECTION36. DEFINITIONS.................................................................................................................................44
SECTION 37. ELECTRONIC TRANSMISSION OF CONTRACT AND SIGNATURE:................................45
ATTACHMENT1.....................................................................................................................................................47
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LICENSE/QUALIFICATION OF BUS OPERATORS..............................................................................................47
ATTACHMENT2.....................................................................................................................................................48
INCENTIVES AND LIQUIDATED DAMAGES......................................................................................................48
ATTACHMENT3.....................................................................................................................................................57
FEDERALCLAUSES................................................................................................................................................57
ATTACHMENT4.....................................................................................................................................................72
CITY OF SANTA CLARITA REQUEST FOR PROPOSAL 4TMF-17-18-20.........................................................72
ATTACHMENT5.....................................................................................................................................................73
MV TRANSPORTATION RESPONSE TO RFP4 TMF-17-18-20............................................................................73
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ATTACHMENTS
Attachment 1: License/Qualifications of Bus Operators
Attachment 2: Incentives and Liquidated Damages
Attachment 3: Federal Guidelines
Attachment 4: City of Santa Clarita RFP 4 TMF-17-18-20
Attachment 5: MV Transportation Response to RFP 4 TMF-17-18-20
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CONTRACT BETWEEN
THE CITY OF SANTA CLARITA AND MV TRANSPORTATION INC.
FOR THE MANAGEMENT, OPERATION AND MAINTENANCE
OF TRANSIT SERVICES
This contract, made and entered into this 22 day of 7uly 2018, by and between the
City of Santa Clarita, hereinafter referred to as "City," and MV Transportation Inc., hereinafter
referred to as "Contractor."
WITNESSETH
WHEREAS, there is an immediate and demonstrable need in various areas of the City of
Santa Clarita for the operation of various forms and modes of public transportation services,
including a system of bus passenger service, to serve the interests of the public traveling to, from
and in those areas; and
WHEREAS, City operates public bus passenger services to serve portions of the Santa
Clarita Valley and to serve commuters to and from the Santa Clarita Valley; and
WHEREAS, City desires to enter into an Agreement with a competent, well -established
and skilled Contractor for the operation of a public transportation system on routes hereinafter
designated.
WHEREAS, Contractor has agreed to provide the aforementioned services in accordance
with the hereinafter mentioned conditions; and
NOW, THEREFORE, in consideration of the covenants and conditions herein contained
to be kept and performed by the parties, hereto, it is agreed as follows:
Section 1. Complete Agreement
This Agreement incorporates the Attachments 1-5, the Request for Proposal 4TMF-17-18-
20 Management, Operation, and Maintenance of Transit Services and the proposal submitted by
MV Transportation Inc. submitted on December 29, 2017 and MV's Best and Final Offer dated
March 12, 2018. These documents constitute the complete and exclusive statement of the terms
of the Agreement between the City and the Contractor, and these documents supersede all prior
agreements, representations, understanding and communications. The invalidity in whole or in
part of any provision of this Agreement shall not affect the validity of other provisions. Either
parties failure to insist in one or more instances upon the performance of any term or terms of this
Agreement shall not be construed as a waiver or relinquishment of either parties right to such
performance by the other party.
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Section 2. City Designee
The City Manager, or his designee, shall have the authority to act for and exercise any of
the rights of City as set forth in the Agreement herein, subsequent to the authorization by the
Council of the City of Santa Clarita.
Section 3. Independent Contractor
Contractor's relationship to City in performance of this Agreement is that of an independent
Contractor. The personnel performing services under this Agreement shall at all times be under
Contractor's exclusive direction and control and shall be employees of Contractor and not
employees of City. Contractor shall pay all wages, salaries and other amounts due its employees
in connection with this Agreement and shall be responsible for all reports and obligations
respecting them, such as social security, income tax withholding, unemployment compensation
insurance, and similar matters. Contractor shall notify its employees in writing that any and all
obligations in connection with their employment are those of the Contractor and not the City.
Section 4. Term of Contract
The contract will be in effect for three years, eleven months from the date of
commencement of the service, which starts on August 2, 2018 and ends on June 30, 2022.
Contractor shall perform the services hereinafter indicated strictly in accordance with the terms
and conditions of this Agreement, the Request for Proposal 4TMF-17-18-20, the MV
Transportation Inc. proposal dated December 29, 2017, and the MV best and Final Offer dated
March 12, 2018, together with any and all addenda, all of which individually and collectively, are
by this reference made a part hereof.
At the City's sole option, this agreement may be extended for three (3) two-year terms. All
requirements outlined in this agreement would apply to the extension years unless mutually agreed
to by both parties in the form of a contract amendment.
Section 5. Scope of Work
Subject only to the general policies and direction of the City with regard to Santa Clarita
Transit management and operations, and to the provisions and requirements of this Agreement,
Contractor shall upon receiving City's notice to proceed, do all things necessary to manage, operate
and maintain Santa Clarita Transit vehicles, including but not limited to providing executive and
administrative management; day-to-day operation of Santa Clarita Transit vehicles; employment
and supervision of all personnel including supervisors, vehicle operators, dispatchers, mechanics
and other maintenance personnel; operation of safety and training programs; maintenance and
repair of vehicles and equipment; processing of warranty claims for Santa Clarita Transit vehicles;
assisting in public relations and promotions; preparation of reports and analyses of financial and
other matters; clerical, statistical, and bookkeeping services; providing all vehicle operators,
providing facilities, equipment, parts and supplies required in the operation of Santa Clarita Transit
Services unless specifically identified to be contributed by City.
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Section 6. Changes in Scope of Work; Amendment
It is understood and agreed by City and Contractor that it may be necessary, from time to
time during the term of this Agreement, to modify its provisions or to revise the scope and/or
extent of the Santa Clarita Transit operation. In each such instance, City and Contractor shall
consult with each other and shall come to a mutually acceptable agreement as to the nature of the
required modification or revision desired. Each modification or revision required shall be reduced
to writing, and when appropriately executed by both parties, shall constitute an amendment to this
Agreement. Each amendment will be identified and sequentially numbered as "Amendment NO.
1. " and so forth, shall be subject to all of the other applicable provisions of this Agreement, and
shall be attached, entitled "Approved Amendments - Santa Clarita Transit Agreement". Until an
amendment has been approved in the foregoing manner, it shall have no force or effect.
Section 7. Equipment and Facilities
A. Transit Vehicles and Equipment
a. Buses — City-Owned/Provided
City shall lease to the Contractor the City owned transit fleet for $1.00 per year per
vehicle, including tires, headsigns, fareboxes and other peripheral equipment
attached to the buses. City shall register each vehicle to show its name as registered
owner and the true name of the legal owner thereof. City shall provide a valid copy
of each vehicle registration to Contractor. All bus numbers shall be prominently
displayed both inside and out for easy reading by passengers.
Contractor is prohibited from the sale, assignment or sublease of City vehicles or
equipment. In addition, Contractor is prohibited from using City owned/contracted
vehicles or equipment for any purpose other than the service specified by City.
Within ten (10) days following receipt of notice to terminate, Contractor will return
and deliver all City buses and equipment to City in the same condition as received
with the exception of normal wear. Contractor shall be responsible for the proper
operation, maintenance, and storage of the buses. City shall provide all the
necessary operating and repair manuals, parts lists, and fuel, oil and lubricant
specifications. Contractor shall permit authorized representatives of City to inspect
vehicles and equipment or to audit maintenance and operating records at any time.
Contractor is responsible for notifying City thirty (30) days in advance of when
City owned equipment is due for major rebuild and/or overhaul.
City shall retain the right to expand service and provide Contractor with additional
vehicles during the life of the contract.
b. Other Equipment
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City shall be responsible for licensing of and providing radio communications
equipment which includes a base station, for the purpose of providing
communications between the dispatch center, revenue and non -revenue service
vehicles. City shall also be responsible for providing communications equipment
for long distance commuter express services. Contractor shall be responsible for
proper maintenance of said equipment and shall comply with all applicable federal
statutes and regulations in connection with such use.
Contractor shall provide specific computer hardware and software, per contract
proposal, to be dedicated to the project which will include, at a minimum, internet
e-mail capability for each project manager and Dispatch. Each project manager
shall be proficient in computer communications and in daily on-line
communication with City staff.
City shall provide six (6) Customer Service Agent (CSA) workstations, and three
(3) dispatch desktop computers.
Should the City elect to have the Contractor provide the paratransit scheduling and
dispatching software, the City agrees to pay the Contractor a monthly fee as
outlined in Section 9 of this agreement. Contractor is responsible for all licensing,
support, and software purchase costs. All data files collected by the Contractor
paratransit scheduling and dispatching software will become the property of the
City.
The City may elect to discontinue the use of the Contractor provided paratransit
scheduling and dispatch software and provide an alternative system at any time
during this agreement by providing sixty (60) day notice.
Should the City choose to provide the paratransit scheduling and dispatch system,
the City shall provide the Contractor with dedicated user/seat licenses.
Contractor shall provide any additional equipment, including computer hardware
and software necessary to perform required administrative activities.
Contractor shall be responsible for the proper handling and maintenance of all
office furniture, equipment, tools, and facilities provided by City.
C. Advertising
City will provide marketing, public relations and advertising; therefore, these costs
shall not be included in the contract. However, Contractor shall install Transit
advertising material on the vehicles as requested by City and shall distribute
literature on the vehicles as requested by City. Exterior advertising on the local,
commuter buses and Dial -A -Ride vehicles is prohibited. Interior advertising,
authorized by the City, must be installed on vehicles as requested by the City. The
terms and conditions of such advertising shall be subject to approval by City.
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Proceeds of the advertisement will be remitted to City. City's decisions on these
matters shall be final.
B. Vehicle Condition and Warranty
Should the City acquire new Transit -related equipment, all warranties will be made
available to the Contractor.
All vehicles, bus equipment and any other equipment necessary to provide service
required shall be maintained by Contractor to acceptable appearance and in good
repair and condition satisfactory to City. Contractor shall maintain a satisfactory
California Highway Patrol (CHP) terminal inspection rating throughout life of
Contract. If Contractor receives an unsatisfactory rating from CHP, Contractor
shall so notify City immediately and state steps which will be taken to correct
deficiency(s). Should Contractor or any service vehicle be shut down by a law
enforcement or regulatory authority, including City as a result of an unsatisfactory
rating by CHP, the vehicle shut down shall not operate and damages in accordance
with Attachment #2 "Incentives and Liquidated Damages" shall be assessed until a
satisfactory inspection report is obtained. If the vehicle is shut down due to
manufacturer's defect, the liquidated damages shall not apply.
City reserves the right in its sole discretion to review maintenance records of,
inspect and reject temporarily or permanently, by notice to Contractor, any vehicle
Contractor proposes to use or subsequently utilize which City deems unacceptable.
In the event any revenue vehicle is rejected temporarily or permanently by City as
a result of vehicle condition, Contractor shall replace vehicle promptly and will be
assessed liquidated damages in accordance with Attachment 42 "Incentives and
Liquidated Damages" until vehicle is replaced with one that is satisfactory to City.
C. Vehicle Operation and Maintenance
At all times, Contractor shall, at its expense cause all components of each vehicle,
including its body, frame, furnishings, mechanical, electrical, hydraulic, air
conditioning and heating or other operating systems to be maintained in proper
working condition free from damage and malfunction. Contractor shall, at its
expense, cause any vehicle damaged in any accident or otherwise, to be repaired
immediately in the case of damage impairing the proper and safe mechanical
operation of or appearance of vehicle. All other repairs shall be completed within
two (2) weeks. If the Contractor cannot complete the work within the time
specified, Contractor shall notify City in writing of the reason for the delay and the
estimated completion date. City may extend the deadline. The number of mechanic
positions shall be proportionate with relation to the number and condition of
vehicles, and in no case fewer than originally proposed by Contractor.
Contractor shall be responsible for the maintenance of all vehicles, communication
systems, fareboxes and all other equipment required in connection with operation
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of the Santa Clarita Transit System local vehicles, commuter vehicles, and
Dial -A -Ride vehicles. Said equipment shall be maintained in a safe and operable
condition at all times and in accord with manufacturer's recommended maintenance
procedures as well as with applicable federal and state regulations.
Contractor, at its sole cost and expense, shall maintain the stores of and provide
gasoline, lubricants, repair parts and supplies required for the orderly maintenance
and operation of vehicles utilized in service. The City will be responsible for
purchasing and providing diesel and Compressed Natural Gas for the Transit fleet.
Contractor shall perform required maintenance to ensure constant display operation
of all revenue vehicle destination signs. As specified in writing by City, Contractor
will from time to time revise destination sign readings to reflect route changes, etc.
The City shall provide the necessary computer software to accomplish the changes.
Each vehicle must receive a daily pre -trip inspection by the operator prior to being
placed in service. Inspections which reveal conditions or appearances which do not
meet the highest standards of excellence shall result in the vehicle being place "Out
of Service" until such condition or appearance is corrected. A record of all such
inspections shall be kept by Contractor and be available to City as part of the
scheduled operations report.
Contractor, at its sole cost and expense shall provide all labor, supplies,
maintenance tools and equipment and services required to fulfill these maintenance
responsibilities.
Future purchases of new revenue vehicles may include vehicles powered by natural
gas, electricity, or other fuels not currently used. The Contractor shall be
responsible for fueling and maintaining such vehicles and must comply with the
same contractual obligations that apply to any other vehicle. The Contractor is also
responsible for providing any additional or appropriate training to staff in the
operation and maintenance of these vehicles. The City will be responsible for
providing adequate facilities to maintain and store vehicles.
Contractor shall acknowledge receipt of the Santa Clarita Transit System vehicles
and equipment and any vehicles and equipment subsequently added to the fleet and
that said items have been received in good condition and working order.
Upon termination of Agreement, Contractor shall return all City owned vehicles
and equipment, with no deferred maintenance or damage, less reasonable wear and
tear. Contractor shall, at its sole expense, repair or replace any City -owned
equipment and/or vehicles which may be damaged or lost by reason of collision,
negligence, abuse, vandalism, or other like cause. However, in no event shall
Contractor's liability exceed actual cash value of vehicle(s) and equipment so
damaged.
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Contractor shall provide the services of a qualified Maintenance Manager, subject
to the approval of City.
Contractor shall perform daily vehicle servicing on all vehicles used in revenue
service. Daily servicing will include, but not be limited to, fueling; engine oil,
coolant, water and transmission fluid check/add; farebox vault pulling and
replacement; wheelchair lift check; brake check; light and flasher check; air
conditioning and heating check; interior sweeping and dusting; exterior and interior
visual inspection; and check of all vehicle performance defects reported by
Operators to identify potential safety and reliability items requiring immediate
attention. Contractor shall develop, implement and maintain a written checklist of
items included in the daily servicing of each vehicle. The checklist will be utilized
and kept on file for City and California Highway Patrol review.
Contractor's preventive maintenance program shall adhere to the preventive
maintenance schedules and standards of the industry, and shall be sufficient so as
not to invalidate or lessen warranty coverage of any City vehicle or associated
equipment. In no case shall the maintenance program be less than originally
proposed by Contractor.
Adherence to preventive maintenance schedules shall not be regarded as reasonable
cause for deferred maintenance in specific instances where Contractor's employees
observe that maintenance is needed in advance of schedule.
Contractor shall not defer maintenance for reasons of shortage of maintenance staff
or operable buses, nor shall service be curtailed for the purpose of performing
maintenance without prior written consent of City. Contractor shall adjust the work
schedules of its employees as necessary to meet all scheduled services and complete
preventive maintenance activities according to the schedule approved by City.
All repairs to Santa Clarita City vehicles shall be performed by Contractor or by
other vendors and suppliers subject to prior approval by City. Repairs shall include,
but not be limited to, work to correct loss or damage; adjustments due to normal
wear and tear; and overhaul, rebuilding or replacement of components. Repair
work shall be conducted as soon as practicable upon learning that such work is
required. Contractor shall perform repair work expeditiously in response to
identification of problems.
Preventive maintenance and running repairs shall receive first priority in the use of
Contractor's maintenance resources.
Contractor shall be familiar with vehicle and equipment warranties and shall
comply with all warranty provisions in the conduct of its maintenance functions.
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In the event that towing of any Santa Clarita Transit vehicle is required due to
mechanical failure or damage, Contractor shall be responsible to provide such
towing at Contractor's sole expense.
Contractor shall ensure that the requirements and procedures for towing buses are
followed and the proper towing equipment is used. Towing may be subcontracted;
however, it is the Contractor's responsibility to supervise the subcontractor. City
shall provide the necessary manuals and specifications relating to towing buses.
Contractor shall establish and maintain an ongoing spare parts inventory sufficient
to minimize vehicle down -time and ensure that peak vehicle requirements are met.
In no case shall maintenance staffing levels be less than originally proposed by
Contractor.
Contractor is responsible for maintaining vehicles' appearance. The following
minimum requirements will be used by City staff in evaluating contract
performance:
Throughout the Operating Day
The interior of all vehicles shall be kept free of litter and debris to the maximum extent.
Daily
• Vehicles shall be swept and dusted.
• All foreign matter such as gum, grease, dirt and graffiti shall be removed from
interior surfaces.
• Interior panels, windows and upholstery shall be cleaned of marks including
window sills, seats, floors, stanchions and grab rails.
• Any damage to seat upholstery shall be repaired.
• All etched window guards will be replaced.
• All interior and exterior lights, cupholders (on applicable vehicles), seat recliner
units (on applicable vehicles), restroom sink and toilets (on applicable vehicles)
must be checked and repaired as necessary.
• All buses must be kept free of offensive odors and unnecessary rattles.
• Before entering into service, brochure holders must be stocked with material
designated by City, and restrooms (on applicable vehicles) must be properly
stocked.
Twice Each Week (at minimum)
Exteriors of all vehicles shall be washed as required to maintain a clean, inviting
appearance and in no event less than twice per week. Exterior washing shall include
vehicle body, all windows and polishing of wheels. Windows must be free of all water
marks after cleaning.
Monthly
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Ceilings and walls shall be thoroughly cleaned at least monthly, and more often as
necessary. Destination sign glass shall be cleaned as necessary to maintain a clean
appearance and maximize visibility.
Rubber or vinyl exterior components such as tires, bumper fasciae, fender skirts and door
edge guards shall be cleaned and treated with a preservative at least once per month, or
more often if necessary to maintain an attractive appearance.
Contractor shall maintain an up-to-date record of all washings and major cleanings. Said
record shall be made available to City upon request. Vehicle may be removed from service
by City for unacceptable appearance.
Maintenance records shall be maintained on all vehicles indicating all warranty work,
preventive maintenance, and repairs performed on each vehicle. All such records and
reports shall be prepared and maintained in such a manner so as to fulfill any applicable
state or federal requirements, as well as any needs of City to enable it to accurately evaluate
Contractor's maintenance performance and the operating expense associated with various
City vehicles and equipment.
Records of all maintenance and inspections shall be made available to City, the California
Highway Patrol and/or such other regulatory agencies with jurisdiction when requested.
Routine preventive maintenance and servicing is required at intervals of 3,000 miles for
transit buses and 6,000 miles for commuter buses, or as recommended in the vehicle
manufacturer's specifications, whichever is lower. A more extensive inspection and
servicing shall take place at 12,000 mile intervals or as specified by the transit vehicle
manufacturer, whichever is lower. In no case shall the preventive maintenance program
be less than originally proposed by the Contractor.
For the Dial -A -Ride vehicles, preventive maintenance inspections and servicing shall
occur not less than every 3,000 miles or forty-five days whichever is less. Preventive
maintenance program shall comply with California Highway Patrol regulations. In no case
shall the preventive maintenance program be less than originally proposed by the
Contractor.
Contractor shall submit its detailed preventive maintenance program to City for approval
prior to commencement of service.
The City shall develop a complete maintenance monitoring program to ensure that the
vehicles are maintained at least according to manufacturer's specifications which includes
the original equipment manufacturer's recommendations and specifications and any
subsequent amendments and/or service bulletins.
City shall provide sufficient maintenance spares for local and commuter service in the
event of bus breakdown to maintain the federally allowed 20% spare ratio. The maximum
response time from the moment a trouble call is received until a substitute bus arrives shall
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be established for each line. City reserves the right to establish additional criteria regarding
reliability of response in the event of breakdowns.
Contractor shall maintain the communications system in each revenue transit vehicle that
will allow for the timely and efficient dispatching, coordinating, and responding to
necessary service calls. The communication system will be procured, installed and
licensed by the City to include a radio for each revenue and non -revenue service vehicle.
As necessary, the City will provide cellular telephone service. Contractor shall be
responsible for the proper handling and maintenance of such systems, as well.
City warrants and represents that any use, storage, treatment, or transportation of regulated,
hazardous or toxic substances, materials, or wastes, or any other contaminants (collectively
"Hazardous Substances"), in, on, under, from or affecting the storage and maintenance
facilities from the date the City came into possession of facility until the date that the
Contractor began operating the facility has been in compliance with all applicable federal,
state and local laws, regulations and ordinances. City further warrants and represents that
no release, leak, discharge, spill, disposal, or emission of Hazardous Substances has
occurred in, on under or from the storage and maintenance facilities from the date the City
came into possession of facility until the date that the Contractor began operating and that
the storage and maintenance facilities are free of Hazardous Substances as of the date
hereof.
City agrees to indemnify, defend and hold harmless the Contractor, its affiliates, officers,
agents, employees, and their respective successors and personal representatives, from any
and all claims, damages, fines, judgments, penalties, costs, causes of action, liabilities,
losses or expenses (including, without limitation, any and all sums paid for settlement of
claims and attorneys', consultants' and experts' fees) (collectively "Liabilities"), resulting
from or arising in connection with the disposal, release (or threatened release), of any
Hazardous Substance in, on, under, from or affecting the storage and maintenance
facilities, unless caused by the misconduct of Contractor, its agents, employees or
Contractors. Without limiting the generality of the foregoing, City's indemnity shall apply
to any and all Liabilities resulting from or arising out of (i) any investigation (governmental
or otherwise) of the storage and maintenance facilities, any cleanup, removal or restoration
of the storage and maintenance facilities required by any governmental agency, and any
personal injury (including wrongful death) or property damage (real or personal) and (ii)
any Hazardous Substance which flows, diffuses, migrates, or percolates into, onto or under
the storage and maintenance facilities.
Contractor agrees to indemnify, defend and hold harmless the City its affiliates, officers,
agents, employees, and their respective successors and personal representatives, from any
and all claims, damages, fines, judgments, penalties, costs, causes of action, liabilities,
losses or expenses (including, without limitation, any and all sums paid for settlement of
claims and attorneys', consultants' and experts' fees) (collectively "Liabilities"), resulting
from or arising in connection with the disposal, release (or threatened release), of any
Hazardous Substance in, on, under, from or affecting the storage and maintenance
facilities, unless caused by the misconduct of City, its agents, employees or Contractors.
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DocuSign Envelope ID: 1579ABA7-3438-48EB-B9B8-B382FC973ABC
Without limiting the generality of the foregoing, Contractor's indemnity shall apply to any
and all Liabilities resulting from or arising out of (i) any investigation (governmental or
otherwise) of the storage and maintenance facilities, any cleanup, removal or restoration of
the storage and maintenance facilities required by any governmental agency, and any
personal injury (including wrongful death) or property damage (real or personal) and (ii)
any Hazardous Substance which flows, diffuses, migrates, or percolates into, onto or under
the storage and maintenance facilities.
City shall lease to the Contractor sufficient storage and maintenance facilities for the
garaging and servicing of the transit vehicles and equipment for $1.00 per year. This area
shall also include office space as well as space for employee parking. The site shall include
the following:
• An enclosed workspace for the maintenance and servicing of transit equipment.
• Paved shop floor capable of withstanding the weight of the buses.
• Compressed air supply.
• 1 l Ov, and 220v.
• Adequate storage area for tools, equipment and parts.
• Fenced, paved and lighted area for overnight vehicle parking with adequate space
for all vehicles.
• Adequate, appropriately equipped space for administrative personnel, dispatching
and information staff, Operator lounge or ready room and training/safety meetings.
• Portable lift equipment of sufficient capacity to lift up to a 60' bus.
• Water resistant lift equipment of sufficient capacity to lift a 40' bus.
• Bus wash facility.
• Tire -changing equipment
• Particulate trap filter cleaner
• Floor cleaning machine
The Contractor shall be responsible for the following:
• Battery maintenance equipment.
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• Lubrication equipment.
• All tools and equipment necessary to perform the required preventive maintenance
activities.
• All tools and equipment necessary to perform periodic service and adjustments and
make mechanical repairs.
• Office equipment, including computer hardware and software and corporate
computer support resources necessary to perform required administrative activities.
Software, at a minimum, must include Microsoft Office 2007, and Contractor must
be capable of upgrading software to support City upgrades.
• Removal of all waste generated during the operation of the contract.
Contractor shall maintain City -provided facilities, and return such facilities at time of contract
termination in the same conditions as received with the exception of normal wear.
D. Applicable Codes and Regulations
Vehicles utilized in service shall be safe for operations on public streets and
freeways and meet all requirements in the California Vehicle Code for a bus. All
vehicles used in Dial -A -Ride service shall comply with CHP regulations for a
paratransit vehicle. All parts of vehicles and all equipment mounted on or in
vehicles shall conform to the California Vehicle Safety Standards and the California
Administrative Code, Title 13. Particular attention shall be directed to CHP Motor
Carrier Safety Regulations. Each vehicle is required to be inspected at least
annually by CHP. City shall be notified of inspections performed by any other
governmental agency, which meets or exceeds the criteria for inspection
established by City. Results of said inspections shall be transmitted to City, and
any applicable signed certification shall be displayed or carried on the vehicles.
All vehicles must be in compliance with California Air Resource Board (ARB)
regulations.
Section 8. Plan Route Frequency and Days of Service
All service will operate Monday through Friday. Local and Dial -A -Ride service will also
operate on Saturday and Sunday. Sunday service will operate on New Years Day, Memorial Day,
Independence Day, and Labor Day. On all other legal holidays, regular service will operate. No
service will operate on, Thanksgiving Day and Christmas Day. Some services may operate at
reduced levels, as necessary, on particular days. City shall be responsible for posting and
maintaining bus stop signs, marketing and providing transfer slips and bus passes.
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Section 9. Rates and Compensation
Compensation shall not exceed $86,695,121 for the four year term of the agreement.
During year one total compensation shall not exceed $19,104,248, year two (2) $21,595,588, year
three (3) $22,611,149 and year four (4) $23,384,136.
If the City chooses to exercise the renewal options, the not to exceed amount for the option
terms would be based on $23,384,136 plus the December Consumer Price Index (CPI) adjustment
no less than two percent (2%) and not to exceed three percent (3%) for all billing rates. Subsequent
option years would be adjusted based on the not to exceed amount from the previous year plus the
December CPI escalator as specified above.
A. Operation Costs
City shall pay Contractor a monthly administrative fee plus an amount equal to the number
of actual local and commuter revenue vehicle hours and a per trip fee for paratransit service,
inclusive of all maintenance costs. The City shall also pay the Contractor a fee equal to
the number of actual revenue hours operated by the City/Access gasoline powered vehicles
as compensation for fuel. The gasoline billing rate is specified in Section 9 of this
agreement.
For fixed -route service, revenue vehicle hours are defined as the time between the first
published time point of a trip and the last published time point of that trip, exclusive of
deadhead (non -revenue) time. Layovers of stationary vehicles of 15 minutes or less may
be counted as revenue time.
For dial -a -ride and ASI service, a trip is considered a completed one-way trip by a
registered customer. Any guest or care attendants traveling with a registered customer are
counted as a single trip.
Service
Year I
Year 2
Year 3
Year 4
Fixed Monthly Fee
$329,731.00
$340,622.00
$351,427.00
$358,753.00
Rate per Revenue Hour - Local
$74.27
$76.90
$80.50
$83.26
Rate per Revenue Hour -
Commuter
$74.27
$76.90
$80.50
$83.26
Rate per trip - DAR
$37.81
$39.15
$41.13
$42.40
Rate per trip - ADA
$37.81
$39.15
$41.13
$42.40
Fuel rate for Gasoline Powered
Vehicles (per RevHr)
$10.18
$10.3 8
$10.65
$10.92
Special Service Rate
$80.18
$80.18
$80.18
$80.18
Optional Services Selected
Technology Support and
Maintenance (monthly)
$11,212.00
$11,799.00
$12,415.00
$13,201.00
Liability Insurance (monthly)
$41,742.00
$42,160.00
$42,570.00
$42,913.00
W.
DocuSign Envelope ID: 1579ABA7-3438-48EB-B9B8-B382FC973ABC
Paratransit Scheduling Software $6,285.00 $6,456.00 $6,647.00 $6,844.00
(monthly)
The contract price includes all costs for equipment, personnel, gasoline, and maintenance
as may be necessary or required by this Contract for the operation of the routes specified
and any new routes that may be required during the term of the Contract.
Future purchases of new revenue vehicles may include vehicles powered by natural gas,
electricity, or other fuels not currently used. The Contractor shall be responsible for
fueling and maintaining such vehicles and must comply with the same contractual
obligations that apply to any other vehicle. The Contractor is also responsible for providing
any additional or appropriate training to staff in the operation and maintenance of these
vehicles. The City will be responsible for providing adequate facilities to maintain and
store vehicles.
If service through no fault of Contractor is determined to be unproductive, City will
develop a plan to redeploy service to more productive areas accordingly.
City reserves the right to order an increase or decrease in the level of service provided, with
ninety (90) days notice to Contractor, as described in Section 11 A. The City will be
exempt from the notice requirement in the event of a declared emergency, natural disaster
or any other disturbance dictating a change in service that the City cannot control or
anticipate. Such revised service, including additional or fewer personnel and/or vehicles,
requested by City will be provided at the Contract rate for service. City may also order
re -deployment of service to other areas based on demand.
If service levels are revised, resulting in an increase or decrease of more than 30 percent of
the total hours operated in FY 19-20 of the contract, City or Contractor may negotiate rate
adjustments based on the level of service being provided.
Service shall be provided as scheduled or according to any adjusted schedule established
by City, including route modifications required as a result of a declared emergency.
Contractor shall maintain a high level of on -time performance; however, Contractor shall
not be held responsible for the failure to provide on -time service due to weather or traffic
conditions, unavoidable vehicle malfunctions, non -preventable accidents or naturally
occurring disasters, if sufficient documentation is provided to City.
In the event service is delayed or disrupted, Contractor shall restore or provide substitute
service as quickly as possible. In the event Contractor is precluded from operating service
for those excusable reasons cited above, Contractor shall not receive compensation, nor
shall Contractor be assessed liquidated damages under this Contract for the period of the
excusable delay.
In the event of a declared emergency the Contractor will be compensated for services
provided at the rates outline in Section 9A.
DocuSign Envelope ID: 1579ABA7-3438-48EB-B9B8-B382FC973ABC
Section 10. Claim for Payment
Contractor shall submit monthly operation cost claims along with documentation thereof
in the form and number required by City for payment for service no later than the 10th day of the
following month to the Transportation Manager. Subject to acceptance and approval by City,
payments will normally be made within 30 days after presentation of verified monthly operation
cost claim to City.
Section 11. Contractor's Operating Requirements
Contractor shall coordinate, manage and control all necessary program activities which
shall include: maintain all necessary vehicles described, provide Operators and all project
personnel; train as necessary; develop and maintain administrative procedures and financial
records; and develop and implement methods to improve effectiveness and maximize service
efficiency.
Contractor shall obtain City's written consent prior to entering into any subcontract
affecting service. Contractor shall obtain and provide all required State and local vehicle permits
and licenses for all Contractor -owned vehicles and ensure that all revenue vehicle Operators are
properly licensed. Contractor must also have all applicable State and local business licenses. City
shall obtain and provide all required State and local vehicle permits and licenses for City -owned
buses.
A. Operating Requirements
The ridership of service may change substantially, requiring changes in the number of
revenue vehicles and/or service frequency. Providing adequate service may also require
route changes. If service is increased, Contractor must have available, or be able to acquire
in a mutually agreed upon timeframe, any additional personnel and/or equipment required
for the provision of said additional service. As a matter of routine, extra -board Operators
will be on duty during all hours of operation at minimum at the ratio of drivers -to -vehicles -
in -service as proposed by the Contractor, to insure maximum responsiveness to all service
interruptions.
City shall have the option to add to or delete from the given schedule or to redeploy service
to other areas based on demand or changes in service productivity. Contractor agrees that
revenue vehicle hours may be increased or decreased by up to thirty percent (30%) of the
FY 19-20 planned levels of service as described in the RFP, and upon which proposed
contract rates were based, without re -negotiation of basic unit price, over the term of the
contract.
Major modifications to routes and schedules will be furnished by City to Contractor as
follows:
• At least ninety (90) days prior to service change.
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• The City will be exempt from notice requirements in the event of a declared
emergency, natural disaster or any other circumstance the City cannot control or
anticipate.
Additional services, beyond the published fixed -route timetables, shall be accommodated
whenever possible, and without interruption to published service. Such additional services
shall be billed at the appropriate service type rate. Additional services authorized by the
City which do not fit the definitions of local fixed -route, commuter, or dial -a -ride, shall be
billed at the special services rate.
B. Reporting and Auditing
In order to document service, Contractor shall be required to maintain all project records
as requested by City and as required for good business practices. Contractor shall permit
authorized representative of City to examine all data and records related to service upon
request by City or according to scheduled reporting periods. All service records prepared
by Contractor shall be owned by City and be made available to City at no additional charge.
Contractor shall collect, maintain and transmit to City all data necessary to complete a
Federal Transit Administration (FTA) National Transit Database (NTD) Reports.
Specifically, the Contractor will be responsible for the following NTD forms:
• Operating Expenses Form F 30
-Motor Bus Mode
-Dial-a-Ride Mode
• Operating Expenses Summary Form F 30
• Safety and Security Forms
-Safety and Security 10
-Safety and Security 30
-Safety and Security 40
-Safety and Security 50
• Transit System Service Form S 10
-Motor Bus Mode
-Dial-a-Ride Mode
• Revenue Vehicle Inventory Form A 30
-Motor Bus Mode
-Dial-a-Ride Mode
A copy of the National Transit Database Reporting Manual shall be obtained via the
Internet at hiip://www.ntdpro rg am. og v/ntdprogram/annual.htm
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Fixed -Route Reports
Contractor shall also collect data for each day of fixed -route service operation. The following
reports are required for each bus route in operation, by mode (Local Fixed -Route or Commuter).
Such reports shall be prepared in a format approved by the City, and shall be submitted as follows:
Daily Reports:
Daily Fare Reconciliation Report comparing farebox data to cash receipts. Report must also
include an explanation for any variances greater than five (5%) percent.
Monthly Reports:
Ridership and Fare Type Report provides route -specific monthly information. Such a report
shall be submitted to the City as an attachment to monthly invoices.
Hours and Mileage Summary Report provides route -specific monthly information. Such a
report shall be submitted to the City as an attachment to monthly invoices.
Ridership and Fare Type Report provides mode -specific monthly information. Such a report
shall be submitted to the City as an attachment to monthly invoices.
Hours and Mileage Summary Report provides mode -specific monthly information. Such a
report shall be submitted to the City as an attachment to monthly invoices.
Missed/Incomplete Trip Report provides route -specific monthly information. Such report shall
be submitted to the City as an attachment to monthly invoices.
Quarterly Reports:
Ridership and Operating Data Form A provides mode -specific (local or commuter). Such a
report shall be submitted to the City during the first week of every quarter, as an attachment to
monthly invoices.
Operating Expense and Revenues Data Form B provides mode -specific (local or commuter).
Such a report shall be submitted to the City during the first week of every quarter, as an attachment
to monthly invoices.
Annual Reports:
Annual Reports which summarize the required monthly and quarterly reports shall be submitted
to the City during the first week following the end of each fiscal year.
Paratransit Reports
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Contractor shall also collect data for each day of Paratransit service operation. The following
reports are the minimum required for each vehicle in operation. Contractor shall propose
additional statistical collection and analysis. Such reports shall be prepared in a format approved
by the City, and shall be submitted as follows:
Monthly Reports:
Ridership and Fare Type Report summarizes vehicle -specific weekly information. Such a report
shall be submitted to the City, as an attachment to monthly invoices.
Hours and Mileage Report summarizes vehicle -specific weekly information. Such a report shall
be submitted to the City, as an attachment to monthly invoices.
On -time Performance Report summarizes the on -time performance based on service type.
Access Services Billing Reports provide the necessary supporting documentation for the City
invoices to Access Services Inc.
Quarterly Reports:
Ridership and Operating Data Form A summarizes mode -specific (dial -a -ride or ASI)
information. Such a report shall be submitted to the City during the first week of every quarter, as
an attachment to monthly invoices.
Operating Expense and Revenues Data Form B summarizes mode -specific (dial -a -ride or ASI)
information. Such a report shall be submitted to the City during the first week of every quarter, as
an attachment to monthly invoice.
Annual Reports:
Annual Reports which summarize the required monthly and quarterly reports shall be submitted
to the City during the first week following the end of each fiscal year.
Dispatch Reports:
Dispatcher logs shall be maintained daily and shall include but not be limited to the following
information
(1) Fixed Route:
(1) A report of the previous week's missed trips;
(2) trips delayed between 5 and 15 minutes; and
(3) trips delayed more than 15 minutes in a format approved by
City.
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(4) capacity calls log shall indicate route, run, time, location and
number passengers left.
(5) road calls log shall indicate route, run time, location, vehicle
responded to, mileage expended by service vehicle, and lost
revenue vehicle hours and miles.
(2) Dial -A -Ride
a. Daily passenger and vehicle trip logs shall be maintained by
Operators and shall include but not be limited to the following
information:
(1) Operator name and vehicle number.
(2) Total daily passenger counts, by fare type, by City and by
passenger category.
(3) Passenger pick-up and drop-off times and locations for
demand -responsive service.
(4) Mileage recorded for each passenger pick-up and drop-off as
well as daily mileage by vehicle, including mileage leaving
and at return to base.
(5) Trip Denial Report will provide daily information which lists
each denied client name and a description of the trip denied.
(6) Vehicle Condition Report will provide daily information
regarding the mechanical status of each vehicle.
b. Dispatcher logs shall be maintained daily and shall include but not
be limited to the following information
(1) A report of the previous week's missed trips;
(2) trips delayed between 5 and 15 minutes; and
(3) trips delayed more than 15 minutes in a format approved by
City.
(4) road calls log shall indicate route, run time, location, vehicle
responded to, mileage expended by service vehicle, and lost
revenue vehicle hours and miles.
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City may elect to authorize representatives of other project funding partners (e.g.-
LACMTA, Access Services, FTA, etc.) to inspect, audit and analyze Contractor's in-
service records or Contractor's operation of service. Additional documentation of service
may be provided through passenger surveys. These surveys may be administered by
authorized representatives of City or its designee. It is the responsibility of Contractor to
ensure the cooperation of all personnel with any operational procedures pertaining to
survey work, including the distribution of survey questionnaires, etc.
City may elect to authorize representatives of other project funding partners to inspect,
audit and analyze Contractor's in service records or Contractor's operation of any similar
service. Additional documentation of service may be provided through passenger surveys.
These surveys may be administered by authorized representatives of City or its designee.
It is the responsibility of Contractor to ensure the cooperation of all personnel with any
operational procedures pertaining to survey work, including the distribution of survey
questionnaires, etc.
C. Monitoring of Service (City)
City shall have the right to have authorized City personnel and or contractors board, at no
cost to City, all buses utilized by Contractor in the performance of service for the purpose
of monitoring service.
D. Personnel
Contractor shall be solely responsible for the satisfactory work performance of all
employees providing service. Contractor shall be solely responsible for payment of all
employees and/or subcontractors' wages and benefits. Without any additional expense to
City, Contractor shall comply with the requirements of employee liability, workers'
compensation, unemployment insurance and social security. Contractor shall hold City
harmless from any liability, damages, claims, costs and expenses of any nature arising from
alleged violations of personnel practices. City shall have the right to demand removal from
the City of Santa Clarita service under this contract, for reasonable cause, of any personnel
furnished by Contractor. Contractor shall not, absent prior written notice to, and written
consent by City, remove or reassign any project management personnel identified herein
(e.g., Project Manager, Maintenance Manager, Operations Manager, Dial -a -Ride Manager,
Safety and Training Manager) at any time prior to or after execution of the Contract. In
addition, any replacement management personnel will be subject to approval of the City.
a. Project Managers
Contractor shall designate a Project Manager whose responsibility shall be to
manage and administer the day-to-day operations of all service and maintenance,
and act as primary liaison with the City.
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Contractor shall designate a Maintenance Manager who will report directly to the
Project Manager, whose responsibility shall be to manage and administer all day-
to-day vehicle maintenance activities.
Contractor shall designate an Operations Manager who will report directly to the
Project Manager, and shall be responsible for directly managing and administration
of day-to-day operations, including Dial -a -Ride.
Contractor shall designate a Paratransit Manager who will report to the Operations
Manager, whose responsibility shall be to oversee the day-to-day Dial -a -Ride
scheduling and operations.
Contractor shall designate a Safety and Training Manager who will report directly
to the Project Manager, whose responsibility shall be to perform all necessary safety
and training activities, and to oversee otherwise -performed safety and training
activities.
b. Supervisory and Dispatch Staff
Contractor shall provide sufficient supervisory and dispatch staff to successfully
maintain the level and quality of service prescribed in this contract.
All Access certified dispatchers must go through an annual performance review
during each fiscal year with his / her supervisors. The reviews must be documented
and filed in the dispatcher training files. The reviews should cover overall
performance, commendations and complaints, and ASI quality assurance
observations.
In no case shall staffing levels be less than originally proposed by Contractor.
C. Trainers
Contractor shall provide staff qualified to train Operators in defensive driving and
bus maneuvers, emergency and accident handling procedures, and passenger
relations. At minimum, all Trainers must have successfully completed the
Transportation Safety Institute "Train -the -Trainer" program or approved equal.
In no case shall staffing levels be less than originally proposed by Contractor.
d. Vehicle Operators and Other Personnel
Contractor shall supply a sufficient number of properly qualified personnel to
operate and maintain its equipment and to provide the service required. All
Contractor's employees at all times while on duty in the performance of service
required herein, shall be neatly and cleanly dressed and shall maintain a courteous
and cooperative attitude in their contact with the public. All such personnel who
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are likely to be in contact with the public shall be trained by Contractor to give
accurate information concerning routes and schedules of service. Vehicle
Operators must have a minimum of five years (5) motor vehicle driving experience,
of any kind.
Vehicle operators must have a valid California Class B driver's license with
passenger and air brake endorsements and medical examination certificate, as well
as any other licenses required by applicable federal, state and local regulations.
Contractor shall comply with the requirements of U. S. Department of
Transportation drug testing regulations to the extent they are legally enforceable.
A vehicle operator who does not pass the medical examination shall not be
permitted to operate a vehicle.
Any vehicle operator providing paratransit service shall be trained in all operational
procedures relating to paratransit service including a thorough knowledge of the
service area street network.
All Access certified drivers must go through an annual performance review during
each fiscal year with his / her supervisors. The reviews must be documented and
filed in the driver training files. The reviews should cover overall driver
performance, commendations and complaints, and ASI road supervisor
observations.
Operators shall be fully trained in defensive driving and bus maneuvers, emergency
and accident handling procedures, and passenger relations.
Operators shall assist passengers confined to wheelchairs in boarding and shall be
responsible for wheelchair securement. Operators shall assist passengers who have
difficulty negotiating the steps of the vehicle. Paratransit Operators will assist all
elderly and disabled passengers in boarding.
Operators shall be trained to operate all types of buses, wheelchair lifts and
securement systems, and other equipment which they may be expected to use in the
Santa Clarita Transit Dial -A -Ride, ADA, and/or fixed route services.
Regularly assigned Operators or trained back-up Operators shall be available and
on time daily to insure consistent and reliable service. Operators shall be in uniform
and in compliance with the Contractor's uniform policy as it relates to the Santa
Clarita Transit operation. Operators shall wear name tags clearly displaying their
names while performing their duties.
Each Operator shall have an accurate timepiece available and in clear sight at all
times during vehicle operation. Timepiece shall be synchronized daily upon
sign -on at dispatch. Dispatch timepiece shall be synchronized daily prior to first
sign -on with the City's AVL server.
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Upon notice from City concerning the conduct, demeanor or appearance of such
persons not conforming to the above, Contractor shall take all steps necessary
investigate and if necessary to remove or alleviate the cause of the objection and
shall report said steps to City.
Contractor shall maintain an ongoing employee safety and training program.
Contractor shall also maintain an Operator sensitivity and empathy training
program directed toward the needs of elderly and disabled passengers. In addition,
Contractor shall check California Department of Motor Vehicles (DMV) records at
least every six (6) months beginning at the start of service for accidents, vehicle
code violations, and valid driver's licenses of those employees whose job requires
them to operate service vehicles. Contractor shall notify City within five (5) days
of the results of said checks and corrective actions, if any, taken.
Contractor shall comply with the drug and alcohol testing regulations found in 49
CFR Parts 653 and 654. Reports of drug tests and surveillance program shall be
made available to designated City personnel upon request in accordance with this
policy. City agrees to maintain necessary confidentiality. Any part of this policy
which is held to be unenforceable will not affect the other provisions of the policy.
Contractor agrees to at minimum, compensate employees within the proposed
salary ranges contained in the proposal.
Contractor shall have personnel available at all times that service is operating
capable of answering inquiries of the public and responding to complaints regarding
transit service. Telephone should be answered within five (5) rings. At least one
Customer Service Agent who is bi-lingual, English and Spanish, shall be on duty
during all hours of operation. The Contractor shall also have separate dispatch
personnel for fixed -route and dial -a -ride service monitoring all two-way radio
communication during all service hours. The phone number(s) used for this
purpose will revert to the City at the end of the contract.
The contractor must have dedicated staff (Customer Service Agents - CSA's), at a
number not less than contained in the proposal, trained to respond to calls received
in the call center. The contractor may not assign any other task to these individuals
that will interfere with the ability to answer calls promptly and thoroughly.
Employees on light duty may complement CSA's but not replace those needed to
meet the minimum staff levels contained in the proposal. The contractor can never
depend on cover drivers to meet minimum staffing of phones, nor can the contractor
use answering phones as a reason the cover driver is unavailable to perform duties
normally carried out by cover drivers. All employees used to answer customer
information lines must be trained to provide accurate and clear information about
all services provided by Santa Clarita Transit and connecting carriers (at point of
connection). The contractor must regularly monitor staff to make sure they are
communicating with customers in a courteous manner and are providing accurate
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information in a clear manner. All individuals performing CSA work should be
tested periodically on different potential information requests utilizing all types of
Santa Clarita Transit service.
All Access certified order takers must go through an annual performance review
during each fiscal year with his / her supervisors. The reviews must be documented
and filed in the order taker training files. The reviews should cover overall
performance, commendations and complaints, and ASI quality assurance
observations.
All Access certified schedulers must go through an annual performance review
during each fiscal year with his / her supervisors. The reviews must be documented
and filed in the scheduler training files. The reviews should cover overall
performance, commendations and complaints, and ASI quality assurance
observations.
In no case shall staffing levels be less than originally proposed by Contractor.
E. Management
Contractor shall be held responsible for project management according to specified
operating procedures. Contractor shall provide specific computer hardware and
software, as proposed, to be dedicated to the project which will include, at a
minimum, internet e-mail capability for each project manager and Dispatch. Each
project manager shall be proficient in computer communications and in daily on-
line communication with City staff. City may establish additional rules, which are
reasonable for operation of service, after consultation with Contractor.
All City Transit staff shall have the capability to contact Contractor management
by e-mail or cellular phone in the event of an emergency. City staff shall be able
to electronically address Contractor management staff in the same manner that City
staff can address any other member of City staff. Contractor management staff
must be able to read any attachments sent by City staff.
As part of its efforts to maintain superior on time performance, the Contractor must
require all operators' report any delay in service exceeding ten (10) minutes. The
Contractor must also regularly monitor dispatch logs to assure all delays are duly
reported, and to differentiate between chronic and acute problems. For acute
problems, the methods used to address the problem must be evaluated with the goal
of improving the response to future problems. For chronic problems, the Contractor
must investigate the cause, take corrective action and/or document the problem,
cause and recommended correction to the City whenever City action is necessary
to solve the problem. Whenever service is disrupted or delayed for any reason, the
Contractor must always make take all possible steps to ensure customers on board
a bus are transported to their destination safely and as close to the published
schedules as possible and that all customers waiting for a bus are served in a safe
manner as close to the scheduled time as possible.
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a. Operating Performance Standards
Vehicles shall be operated with due regard for the safety, comfort and
convenience of passengers and the general public. Contractor shall strive
to attain 100% on -time performance. Contractor shall strive to maintain
zero (0) preventable accidents, as defined by the National Transit Database
applying to injury accidents and accidents with property damage in excess
of one thousand dollars ($1,000). Contractor shall strive to maintain a rating
of "exceptional" with regard to the appearance and condition of vehicles, as
determined by City inspection. Contractor shall strive to maintain a
maximum number of miles between roadcalls.
b. Personnel Performance Standards
(1) Regularly assigned Operators or a trained back-up must be available
and on time daily to ensure consistent and reliable service.
(2) All personnel are responsible for knowledge of service. Project
personnel must maintain a courteous attitude, answering to the best
of their ability any questions from the public regarding provisions
of service. Personnel must also report all passenger complaints
and/or operation problems to Project Manager.
(3) Operators must accurately complete and submit daily the required
operating reports.
F. Marketing
City will provide marketing, public relations and advertising; therefore, these costs
shall not be included in the contract. However, Contractor shall install advertising
material on the vehicles as requested by City and shall distribute literature on the
vehicles as requested by City.
G. Operation During A Declared Emergency
Upon declaration of any emergency by the Mayor, the City Manager is responsible
for a number of transportation activities, including development of emergency
travel routes and coordination with other agencies supplying common carrier
services.
In the event of a declared emergency, Contractor shall deploy vehicles in a manner
described by the City Manager or designee as part of the Emergency Operations
Transportation Plan. However, City shall only be obligated to compensate
Contractor for service which significantly exceeds the normal expense of operating
service during such period of declared emergency.
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Section 12. Fares
It will be the responsibility of the Contractor to accurately collect and honor all fare media
as required by City for the duration of the contract. This may include any of the following:
• Collection of full cash fares
• Onboard sales of passes and tickets
• Collection of discount cash fares
• Collection of prepaid tickets
• Sale and acceptance of interagency transfers
• Honoring of prepaid monthly, unlimited use passes
• Honoring of other discount or free fare media
• Honoring all System Transfers
• Maintain Passes -By -Mail Program
• Distribution of passes and collection of sales receipts from Pass Sales Outlets
City shall at all times make available to the Contractor a complete list of tariffs, indicating
what type of fare is to be collected from each type of passenger. In the case of discount, prepaid,
free or promotional fares, City shall also make available a list of what kind of identification, if any,
must be presented by the passenger and verified by the transit vehicle operator in order to qualify
for the fare.
It will be the responsibility of the Contractor to ensure that the correct identification has
been presented by the passenger and verified by the vehicle operator prior to acceptance of the
discount, prepaid, free or promotional fare media. In the absence of presentation and verification
of the appropriate identification as indicated above, it will be the responsibility of the Contractor
to collect the full adult fare.
It will also be the responsibility of the Contractor to ensure that transfers are issued and
honored in compliance with City -approved transfer regulations, which will be made available to
the Contractor. Any changes to the tariff list of appropriate identification, or transfer regulations
will be supplied by City to Contractor at least ten (10) working days before implementation of the
revisions to allow for appropriate training of Contractor's personnel. Such training will be
performed by the Contractor.
A. Fare Reports
All fares and transfer slips collected by the operator must be turned in daily to the Project
Manager. Reports depicting the daily cash fare revenue and transfers, both collected and sold, are
to be submitted to City weekly. The total farebox return is to be retained by the Contractor and
deducted from the invoices for the cost of the service. Bank receipts supporting farebox and pass
sales revenues must accompany all service invoices. The amount of all collected fares and transfer
slips and passes should correspond to the reported number of passengers carried.
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The Contractor shall collect, supply, and account for all Pass Sales Outlet transactions. A
monthly report, in a form approved by the City, will be submitted with monthly service invoices.
The Contractor shall outline, establish, and implement fare collection security policies and
procedures, subject to the approval of City. The Contractor shall describe security procedures and
all efforts to safeguard fare revenue. Contractor shall be held responsible for any lost or stolen
fare revenue. Contractor shall keep an accurate accounting of actual fare revenue. Contractor
shall conduct or assist in any security investigations determined necessary by City.
Section 13. Liability, Insurance, and Indemnification
Contractor agrees to indemnify, defend and hold harmless City, its agents, officers and
employees from and against any and all liability, expense, including defense costs and legal fees,
and claims for damages of any nature whatsoever, including, but not limited to, bodily injury,
death or property damage, including property of the Contractor, arising from or connected with
Contractor's operation of service hereunder, and including any workers' compensation suits,
liability or expense, arising from or connected with service performed on behalf of Contractor by
any person pursuant to this Contract.
Contractor shall not be deemed to assume liability for wrongful or negligent acts of City
or its agents, officers, employees or subcontractors.
Without limiting Contractor's indemnification of City, Contractor shall provide and
maintain at its own expense during the term of this Contract the following program(s) of insurance
covering its operation hereunder. Contractor shall also agree to the following conditions:
a. City, its officers, agents and employees, shall be included as additional insured on
all liability insurance policies except: Workers' Compensation, and Legal Liability
coverage (such as Fire, Legal). City shall be named Loss Payee as its interest may
appear in all property insurance.
b. Such insurance shall be primary with respect to any insurance maintained by City
and not contributing to any other insurance maintained by City.
C. Such insurance shall be obtained from brokers of carriers authorized to transact
insurance business in California and be satisfactory to City.
d. Evidence of such insurance shall be submitted to and approved by City prior to
commencement of any work or tenancy under the proposed Contract.
e. Such insurance shall not be cancelled, materially reduced in coverage or limits or
non -renewed in the case of a continuous policy except after thirty (30) days written
notice by registered or certified mail has been given to City. Should Contractor's
insurance required by this Agreement be cancelled at any point prior to expiration
of the policy, Contractor must notify City within 24 hours of receipt of notice of
cancellation. Furthermore, Contractor must obtain replacement coverage that
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meets all contractual requirements within 10 days of the prior insurer's issuance of
notice of cancellation. Contractor must ensure that there is no lapse in coverage. .
Contractor will be required to submit two (2) certified copies of the Policy(s) with
endorsements or other evidence acceptable to City containing language which
complies with the above.
g. Should Contractor, for any reason, fail to obtain and maintain the insurance
required by this Agreement, City may obtain coverage at Contractor's expense and
deduct the cost of such insurance from payments due to Contractor under this
Agreement or terminate. In the alternative, should Contractor fail to meet any of
the insurance requirements under this agreement, City may cancel the Agreement
immediately with no penalty.
h. The City, on its part, shall be self -insured with regard to equipment and facility
provided for under this Agreement.
A. General Conditions
Without limiting Contractor's indemnification of City, Contractor shall obtain at its
own expense and maintain in force at all times during the term of the agreement
commercial general liability and property damage insurance in amounts of not less
than ten million dollars ($10,000,000.00) per occurrence for injury or death arising
out of any one incident; three million dollars ($3,000,000.00) per occurrence for
injury or death to any one person; and one million dollars ($1,000,000.00) per
occurrence for property damage. Contractor shall also obtain automobile
insurance, including collision and comprehensive vehicular liability insurance
coverage for all vehicles used to provide the service in amount of not less than ten
million dollars ($10,000,000.00) for injury or death arising out of any one accident;
three million dollars ($3,000,000.00) for injury or death to any one person; and one
million dollars ($1,000,000.00) for property damage.
B. Workers' Compensation
A program of workers' compensation insurance in an amount and form to meet all
applicable requirements of the Labor Code of the State of California, and which
specifically covers all persons providing services by or on behalf of Contractor and
all risks to such persons under this Contract. A certificate evidencing such
insurance coverage shall be filed with City Director of Public Works prior to
Contractor's commencement of work hereunder.
C. Aggregate Limits/Blanket Coverage
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If any of the required insurance coverage contain aggregate limits, or apply to other
operations or tenancy of Contractor outside this Contract, Contractor shall give City
prompt, written notice of any incident, occurrence, claim settlement or judgment
against such insurance which may diminish the protection such insurance affords
City. Contractor shall further take immediate steps to restore such aggregate limits
or shall provide other insurance protection for such aggregate limits.
D. Self -Insurance and Self -Insured Retention
Self-insurance program and self -insured retention in insurance policies are subject
to separate approval by City upon review of evidence of Contractor's financial
capacity to respond. Additionally, such programs or retention must provide City
with at least the same protection from liability and defense of suits as would be
afforded by first -dollar insurance.
E. Modification of Coverage
City reserves the right at any time during the term of the contract to change the
amounts and types of insurance required hereunder by giving Contractor ninety
(90) days written notice. City and Contractor agree to negotiate in good faith to
adjust contract rates should the City exercise this right.
F. Failure to Procure Insurance
Failure on the part of Contractor to procure or maintain required insurance shall
constitute a material breach of contract upon which City may immediately
terminate this Contract or, at its discretion, procure or renew such insurance and
pay any and all premiums in connection therewith, and all monies so paid by City
shall be repaid by Contractor to City upon demand or City may offset the cost of
the premiums against any monies due to Contractor from City.
G. Underlying Insurance
Contractor shall be responsible for requiring indemnification and insurance as it
deems appropriate from its employees receiving mileage allowance, consultants,
agents and subcontractors, if any, to protect Contractor's and City's interest, and for
ensuring that such persons comply with any applicable insurance statutes.
Contractor is encouraged to seek professional advice in this regard.
H. Subcontractor
Insurance requirements stated above apply to all subcontractors as well as
Contractor.
Section 14. Force Majeure
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Contractor shall not be charged, nor shall City demand from Contractor damages because
of failure in providing service due to unforeseeable cause beyond the control and without the fault
or negligence of Contractor. Such causes of excusable delay may include acts of federal and/or
state government, acts of City, or anyone employed by it, fires, floods, snow storms, strikes, work
stoppages, public road closures, and other acts of God. But in every case the delay is excusable
only for so long as, and to the extent that, the excusable delay continues.
In the event that Contractor is unable to provide service indicated due to any cause, The
City is not required to pay the Contractor for any costs incurred through the contractors own actions
or for loss of revenue. The Contractor shall also make a reasonable attempt to so notify the public
patronizing service.
Section 15. Performance Bond
Contractor shall procure, at its expense, and keep in effect at all times during the term
hereof, a surety bond equivalent to one hundred (100) percent of the Year 1 contract cost in favor
of City and executed by a corporate surety authorized to conduct business as a surety in the State
of California. Such bond shall be conditioned upon faithful performance by Contractor of the
terms and conditions of this Contract and shall be renewed to provide for continuing liability in
the above amount notwithstanding any payment or recovery thereon. Said bond shall not be
subject to cancellation except after notices to the City Manager, or his designee, by registered mail
at least thirty (30) days prior to the date of cancellation. Contractor shall submit said bond to City
within ten (10) calendar days after award of this Contract.
Upon the failure of Contractor to keep such bond in effect at all times during the term
hereof, City may terminate this Contract by giving Contractor five (5) days' notice in advance of
such termination, unless such bond is delivered within said five (5) day period.
Changes in service provided by Contractor, including but not limited to changes in routes,
schedules and stops made pursuant to this Contract shall in no way release Contractor or its surety
herein from their obligations. Notice of such changes shall be waived by the surety.
Section 16. Assignment or Transfer
Contractor shall not assign, transfer, convey, sublet or otherwise dispose of this Contract
or its rights, title, or any interest therein, in whole or in part, or its power to execute such contract
to any person, company, or corporation without the prior written consent of City, except to affiliate
without change of ownership.
Section 17. Liaison (City)
Contractor shall assume all responsibility for providing service as described herein.
Transportation Manager shall coordinate all City effort and shall be responsible for review and
approval of all service provided under this Contract. He shall have the authority to approve
additional service, deletions from existing service and stop or schedule changes provided that any
such changes shall not exceed the limitations as set forth elsewhere herein.
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Section 18. Project Manager (Contractor)
Project Manager shall have full authority to act for Contractor. The Contractor shall notify
City in writing of any possible changes in the Project Manager. Due to the critical role occupied
by this position and other management personnel, City reserves the right to reject the named
Managers at its discretion, as described in Section 11 D of this contract.
Whenever Contractor has notice or knowledge that any actual or potential situation is
delaying or threatens to delay the timely performance of service, Contractor shall immediately
give notice to City Transportation Manager and confirm by written notice thereof, including all
written information with respect thereto. Contractor shall consult with City to determine the best
method or course of action to alleviate or avoid any such delay and shall take such action thereafter
in this matter as directed by City.
Section 19. Termination by City
A. City reserves the right to terminate all or any portion of this Contract, subject to the
availability of funds as set forth in Section 34 of this Contract, for any reason upon
giving sixty (60) days' written notice to Contractor, unless a shorter time period is
mutually agreeable to both parties.
B. City shall further have the right to terminate this Contract in its entirety and all
rights ensuing therefrom, immediately, upon the occurrence of one or more of the
following:
a. The occurrence of any act which operates to deprive Contractor of the
rights, powers, licenses, permits and authorities necessary for the proper
conduct and operation of service for a period of thirty (30) days, of the filing
by or against Contractor of any petition in bankruptcy, or any reorganization
of Contractor pursuant to Chapters 10 or 11 of the Bankruptcy Act, unless
involuntary action dismissed within thirty (30) days; provided, however,
that any attempt upon the part of Contractor to make an assignment for the
benefit of creditors shall constitute a breach of this Contract and, thereupon,
this Contract shall become null and void and no right granted or conferred
by this Contract shall pass under said attempted assignment.
b. The abandonment or discontinuance by Contractor of service by any act or
acts of Contractor without the prior written consent of City.
Any persistent violation on the part of Contractor's agents, servants or
employees of the traffic rules and regulations of the State of California or
disregard of the safety of persons using buses, upon failure or refusal on the
part of Contractor to correct the same forthwith after notice from City to do
so.
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d. The failure by Contractor to keep, perform and observe any of the
covenants, conditions and terms of this Contract.
e. Failure on the part of Contractor to maintain the quality of service required
by the terms of this Contract, including, but not limited to, any cessation or
diminution for any reason whatsoever to maintain in its employ the
personnel necessary to keep said service in operation and available for
transporting passengers.
f. Failure to maintain the whole, or any portion, of City's buses, bus
equipment, other equipment or facilities in a manner satisfactory to City.
C. In the event City terminates this Contract as hereinabove provided, Contractor will
be paid for service performed to the time of cancellation of the Contract unless
cancellation is due to any of the reasons specified in Section 19.13, in which case
such payment will be reduced by any damages caused to City by acts of Contractor
causing the cancellation. Contractor in having tendered a bid, shall be deemed to
have waived any and all claims for damages because of cancellation of Contract for
any such reason.
Section 20. Default by contractor
If Contractor fails to commence service within the time specified, in the manner specified,
does or causes to occur any of the acts indicated in Section 19, or if Contractor is not carrying out
the intent of the Contract, City Transportation Manager's written notice may be served upon it and
the surety of its Faithful Performance Bond (Surety) declaring the Contract in default and
demanding satisfactory compliance with the Contract.
If Contractor or Surety does not comply with such notice within five (5) business days after
receiving it, or after starting to comply, fails to continue, City may complete and continue service
by contracting for the unfinished service with another Contractor or providing for and continuing
the service with its own personnel and/or equipment. In that event, the cost of completing service
shall be charged against Contractor and Surety, and may be deducted from any money due or
becoming due from City. If the sums due Contractor under the Contract are insufficient for
payment of reasonable costs of completion, Contractor or Surety shall pay to City all cost in excess
of the contract price, but not to exceed the maximum amount of the Faithful Performance Bond
required in Section 15.
If Surety assumes any part of service, it shall take Contractor's place in all respects for that
part, and shall be paid by City for all service performed by it in accordance with this Contract. If
Surety assumes the entire contract, all money due Contractor at the time of its default shall be
payable to Surety as service progresses, subject to the terms of this Contract.
Section 21. Emergency in -Lieu Performance by City
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In the event that Contractor fails, neglects or is unable to timely perform any of service as
specified herein, City reserves the right, without terminating the contract as specified in Section
19, and without declaring the contract in default as specified in Section 20, to provide such service,
until such time as Contractor demonstrates its ability to continue performance. Contractor agrees
to pay City for the reasonable costs thereof.
Section 22. Business Records Retention and Inspection
A. General Requirements
Contractor shall maintain separate complete and accurate books and records which
relate to service, including statements of ridership, on -time performance and
revenue reports.
Contractor shall retain all records relating to this contract for a minimum period of
three (3) years following expiration or termination hereof. All such records shall
be available for inspection by designated auditors of City and State of California at
reasonable times during normal working hours.
Contractor shall maintain and make available to City, County and/or appropriate
State agencies records pertaining to said service in accordance with the State
Uniform System of Accounts.
B. Project Operation Records
These records provide documentation of daily operations and will serve as a data
base to monitor and evaluate productivity of service, its requirements and methods.
These records must be submitted to City according to the established reporting
schedule. Operational records shall include, but are not limited to, the categories
described below. Contractor shall prepare a format for each of the reports described
below and submit the format to the City for approval. Contractor shall be
responsible for maintaining an adequate supply of each report form, including
preparing all necessary copies.
a. Financial Records
Contractor shall establish and maintain within a separate account all project
expenditures and any other relevant financial records or documents. The
Project Manager shall submit monthly invoices to City for services rendered
during the reporting period. The charge for these services minus collected
fares (revenue) shall be submitted as amount due Contractor.
Invoices shall be prepared in such a form and supported by such copies of
invoices, payroll, and other documents as may be required by City to
establish that the amounts are allowable. Payment from City shall be
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received within 30 days after verified presentation of monthly operation
cost claim to City.
All invoices and related records are subject to audit by City or other funding
partners.
b. Monthly Summaries
The Project Manager, in accordance with the established reporting
schedule, will prepare a summary report to be submitted monthly. This
summary shall include, by line, weekly totals of the operating data,
documenting discrepancies in reported number of passengers carried and
amount of fares and transfer slips collected by the operator.
C. Passenger Complaint Report
The Project Manager shall also document operational problems or
passenger complaints and describe any action taken regarding these
problems. In every case, the Project Manager or his designee will be
responsible for contacting complainants and resolving problems. Copies of
said documentation shall be delivered to City the working day following
identification of the operational problem or receipt of such passenger
complaint.
Passenger complaints related to safety or serious operational deficiencies
shall be reported by phone to City no later than the next working day
following Contractor's receipt of complaint.
d. National Transit Database Reports (NTD)
It shall be the responsibility of Contractor to collect FTA National Transit
Database statistics and other pertinent ridership information, as described
in the Request for Proposals and Section 11.13 of this agreement. NTD
requirements entail a high level of financial and operational data collection
including on -board operational data sampling (approximately one per day)
utilizing the most current FTA recommended sampling techniques or by
collecting 100 percent of the data. The financial and operational data shall
be submitted on a quarterly basis subject to verification and approval by
FTA. The Contractor's books shall be kept on a strict accrual basis with an
annual independent financial and data collection audit. All source
documents shall be maintained for three (3) years following final payment
and may be audited by FTA at any time within this period.
C. Maintenance and Accident Records
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Contractor shall maintain an individual file for each revenue vehicle to include by
date of action, all emissions testing and Preventive Maintenance functions
including warranty work and any other pertinent maintenance data, including but
not limited to fuel, lubricants and other fluid use. Records shall be kept in the
individual file for each revenue vehicle of any accident in which the vehicle has
been involved, including the repair work required to return vehicle to service.
D. Audit Statement
If, at any time during the term of this Contract or at any time after the expiration or
termination of this Contract, authorized representatives of City or any other agency
funding this contract conduct an audit of service and if such audit finds that City's
dollar liability for such service is less than payments made by City to Contractor,
then Contractor agrees that the difference shall be either: (1) repaid forthwith by
Contractor to City by cash payment, or (2) at Transportation Manager's option,
credited against any future payments hereunder to Contractor. If such audit finds
that City's dollar liability for service is more than payments made by City to
Contractor, then the difference shall be paid to Contractor by City within thirty (30)
days of audit by cash payment, provided that in no event shall City's maximum
obligation, as set forth in this Contract, be exceeded.
Section 23. Disadvantaged Business Enterprise/Women's Business Enterprise/Affirmative
Action
It is the policy of City to utilize Disadvantaged and Women -owned business Enterprises
(DBE/WBE) in all aspects of contracting relating to procurement, construction, and personnel
services. DBE/WBE's are defined as any business, bank or financial institution which is owned
and operated by economically and socially disadvantaged persons, women, or such business, bank
or financial institution of whom fifty (50) percent or more of its partners or stockholders are
disadvantaged persons or women. If the business is publicly owned, the disadvantaged and/or
women stockholders must have at least a fifty-one (51) percent interest in the business and possess
control over management and capital earnings.
Contractor shall make a good faith effort to fulfill this policy to utilize DBE/WBE's as part
of this Contract. Contractor shall submit for City's approval a listing of DBE/WBE participation
prior to its commencement of work under this Contract.
In the event of Contractor's non-compliance with the non-discrimination provision of this
Contract, City shall impose such contract sanctions as it may determine to be appropriate,
including but not limited to: (a) withholding of payments to Contractor until Contractor complies,
and/or (b) cancellation, termination or suspension of the contract in whole or part.
Section 24. Federal Guidelines and Requirements
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In order to ensure compliance with applicable Federal guidelines and requirements,
Contractor shall adhere to the various following subsections at the time the City receives Federal
grant monies.
A. Citizenship Laws
Contractor warrants that it fully complies with all laws regarding employment of aliens and
others, and that all its employees performing services hereunder meet the citizenship or
alien status requirements contained in Federal statutes and regulations including but not
limited to the Immigration Reform and Control Act of 1986. Contractor shall obtain, from
all covered employees performing services hereunder, all verification and other
documentation of employment eligibility status required by Federal statutes and
regulations as they currently exist and as they may be hereafter amended. Contractor shall
retain such documentation for all covered employees for the period prescribed by law.
Contractor shall indemnify, defend, and hold harmless, the City, its officers and employees
from employer sanctions and any other liability which may be assessed against Contractor
or City or both in connection with any alleged violation of Federal statutes or regulations
pertaining to the eligibility for employment of persons performing services under this
contract.
B. Equal Employment Opportunity
In connection with the execution of this Contract, Contractor shall not discriminate against
any employee or applicant for employment because of race, religion, color, sex, age or
national origin. Contractor shall take affirmative action to ensure that applicants are
employed, and that employees are treated during employment without regard to their race,
color, religion, sex, age or national origin. Such action shall include, but not be limited to,
the following: employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation, and
selection for training, including apprenticeship. Contractor further agrees to insert a similar
provision in all subcontracts.
C. Federal Transit Administration
Contractor shall comply with federal regulations as outlined in Attachment #3 "Federal
Clauses"
Section 25. Modification
The Contract fully expresses all understandings of the parties concerning all matters
covered and shall constitute the total Contract. Except as may otherwise be provided herein, no
addition to, or alteration of, the terms of this Contract, whether by written or verbal understanding
of the parties, their officers, agents or employees, shall be valid unless made in the form of a
written amendment to this Contract, which is formally approved and executed by the parties.
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Section 26. Precedence of Documents
To the extent that there exists a conflict between the documents incorporated herein by
reference including Contractor's response to the Request for Proposal as amended, the Request for
Proposal and the body of the Contract, the conflict shall be resolved by giving precedence in the
following order:
A. The contract.
B. Contractor's response to Request for Proposal as amended.
C. Request for Proposal.
Section 27. Non -Waiver of Conditions
The failure of City or Contractor to insist upon strict performance by City or Contractor,
as the case may be, of any provision hereunder in any one or more instances shall not constitute a
waiver of such provision by City or Contractor, nor shall, as a result, City or Contractor relinquish
any rights which it may have under this Contract.
Section 28. Interpretation
This Contract shall be construed in accordance with and governed by the laws of the State
of California.
Section 29. Taxes and Other Charges
Contractor shall pay all taxes of whatever character that may be levied or charged upon its
equipment, facilities, improvements, fixtures, or upon its operation hereunder. Contractor shall
also pay all license or permit fees necessary or required by law for the conduct of its operations
hereunder.
Section 30. Inspection
City, or any person representing City, shall at all times have access and the right to inspect
Contractor's equipment and facilities utilized in the performance of this Contract.
Section 31. Notices
A. Notices to City shall be addressed as follows:
Transit Manager
City of Santa Clarita
28250 Constellation Road
Santa Clarita, CA 91355
With a copy to:
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DocuSign Envelope ID: 1579ABA7-3438-48EB-B9B8-B382FC973ABC
City Manager
City of Santa Clarita
23920 Valencia Blvd, Suite 300
Santa Clarita, CA 91355
B. Notice to Contractor shall be addressed as follows:
MV Transportation Inc.
2711 N Haskell Avenue, Suite 1500
LB-2 Dallas, TX 75204
Attention: Chief Operating Officer
Section 32. Labor Protection Requirement
Contractor will give maximum consideration of employment to employees in good
standing of the present Contractor who are laid off as a result of the contract award, for any new
positions created locally as a result of the contract award, and for which said employees are
qualified.
Section 33. Status of Contractor
Contractor and its officers, employees, agents and subcontractors, in the performance of
this Contract, shall act in an independent capacity and shall not be deemed for any purposes,
employees of City, nor shall they be entitled to any rights, benefits or privileges of City employees.
Contractor shall furnish all personnel, supplies, equipment and transportation necessary for the
performance of service.
Section 34. Funding
City's obligations under this Contract are contingent upon City's ability to obtain funds
from the LACMTA for partial funding of the operating costs and on the availability of funds in
County's current and future fiscal year budgets for funding of the capital costs and any remaining
operating costs.
City may utilize local sales tax funds obtained pursuant to Los Angeles County sales tax
measures known as Proposition A, Proposition C, Measure R and Measure M, for funding of the
capital and operating costs of service.
Contractor agrees to be bound by applicable provisions of all such regulations of the voter
approved sales tax measures pertaining thereto.
Section 35. Attorney Fees
In the event it becomes necessary for either party to obtain the services of an attorney in
order to settle disputes or to enforce or interpret any provisions of this agreement, the prevailing
party shall be entitled to recover its reasonable attorneys' fees, costs and expenses.
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DocuSign Envelope ID: 1579ABA7-3438-48EB-B9B8-B382FC973ABC
Section 36. Definitions
The following terms as may be used in this Contract are defined as follows:
Approved by, or These terms indicate that the specific
approval of permission of the Transportation Manager must be sought by
Contractor prior to taking the action conditioned by such
approval.
Board of Supervisors The Board of Supervisors of the County of Los Angeles.
City The City of Santa Clarita, California.
City Manager City Manager, City of Santa Clarita or his/her designate
Consumer Price Index U.S. Department of Labor Bureau of Labor Statistics Los
Angeles County Consumer Price Index.
Contractor A person, firm or corporation with whom City is contracting
for service.
Days, days, day period, All time periods referred to in this
month and words of similar Contract shall be calculated as calendar
import days.
Deadhead Distance and time traveled by revenue vehicles while not in
passenger/revenue service.
Transit Manager Transit Manager, City of Santa Clarita or his/her designate
LACMTA Los Angeles County Metropolitan Transportation Authority
Project Manager Individual designated by Contractor to act in liaison with
Transportation Manager
Proposal Contractor's response to City's Request for Proposal. This is
the Contractor's bid.
Provide, furnish, and words Unless context otherwise provides, these
of similar import terms shall be understood to be preceded by the meaning
"Contractor shall ..."
Route A designated course of travel. Includes changes, additions
or deletions to existing routes and new routes.
DocuSign Envelope ID: 1579ABA7-3438-48EB-B9B8-B382FC973ABC
Service, frequency of Includes times and days of scheduled operation.
service, and words of
similar import
Revenue Vehicle Hours Scheduled hours of revenue service, does not include
deadhead time.
Vouchers and tokens Indicia of payment, or authorization to ride buses, as
provided or authorized by City.
FTA Federal Transit Administration.
Section 37. Electronic Transmission of Contract and Signature:
The Parties agree that this Agreement may be transmitted and signed by electronic mail
by either/any or both/all Parties, and that such signatures shall have the same force and effect as
original signatures, in accordance with California Government Code section 16.5 and Civil Code
section 1633.7.
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DocuSign Envelope ID: 1579ABA7-3438-48EB-B9B8-B382FC973ABC
IN WITNESS WHEREOF, the parties to these presents have hereunto set their hands the year and date first
above written.
CITY OF SANTA CLARITA
CITY MANAGER
DocuSigned by:
By VALt �c 0vUi'h 712212018
Kenneth IM"City Manager
APPROVED AS TO FORM:
BURKE, WILLIAMS & SORENSEN
DocuSigned by:
City Atto 847B2CB99934BE..
MV Transportation Inc.
DocuSigned by:
By A�"'
FB46CD4F104E4AF...
Tom Egan president & COO
7/11/2018
.t
DocuSign Envelope ID: 1579ABA7-3438-48EB-B9B8-B382FC973ABC
ATTACHMENT 1
LICENSE/QUALIFICATION OF BUS OPERATORS
It shall be the duty of Contractor to take all steps feasible to ensure that personnel employed in
the capacity of bus Operator, independent Contractor or subcontractor employee receiving or
operating service vehicle pursuant to this agreement are duly qualified to perform said task and
further ensure that said personnel do not perform those functions if their California drivers
license, California required medical certificate (form DL - 51A) or other required driver
qualifications certificate have expired, have been suspended or have been revoked.
A. Contractor shall promulgate and distribute to all operating �personnel a written policy
statement prohibiting the operation of service vehicles while the condition of (1)
expiration of drivers license, medical certificate or other DMV required driver
qualification exist, (2) suspension of drivers license, medical certificate or other DMV
required driver qualification exist, or (3) revocation of drivers license, medical certificate
or other DMV required driver qualification exists.
The written policy statement shall indicate Contractor's intention to: (1) initiate a program
coordinated with the State of California, Department of Motor Vehicles, to obtain all data
pertaining to drivers license, medical certificate and other DMV required driver
qualification records; (2) to indicate that personnel involved in the operation of service
vehicle will be periodically checked to ensure that the documentation is on their person
while on duty and that said documentation is current (not expired), (3) immediately
suspend any personnel involved in the operation of service vehicle found to not have said
documentation on their person while on duty and/or not to be current (expired); and (4)
immediately suspend/terminate any operating personnel found willfully violating the
terms of a suspended/revoked drivers license, medical certificate and/or other DMV
required driver qualification records.
B. Contractor shall conduct pre -employment DMV checks of job applicants, independent
Contractors and subcontractor's employees.
2. Contractor shall make the necessary arrangements for and require a DMV check of all personnel,
independent Contractor or subcontractor employees involved in a traffic accident while
operating a service vehicle. Said check shall be accomplished as soon as possible after the
accident as is practicable.
EVA
DocuSign Envelope ID: 1579ABA7-3438-48EB-B9B8-B382FC973ABC
ATTACHMENT 2
INCENTIVES AND LIQUIDATED DAMAGES
Contractor's incentives will be calculated on a monthly basis (unless otherwise specified) based
on information obtained through vehicle and facility inspections, ride checks, visual observations,
and performance data collected through the City -provided AVL system.
Local Transit and Commuter Service (Incentives)
Performance
Target/Threshold
Monthly
Factor
Metric
Incentive for
Exceeding
Tar et
On -Time
On time performance exceeds 95%
Performance
90%
$500
defined as leaving between 0 and 5
minutes after the published time
Increase
Passengers per revenue hour increases
Passenger per
N/A
$2,500
10% or more compared to the same
Revenue Hour
month the previous year
City and ADA Dial -a -Ride (Incentives)
Performance
Target/Threshold
Monthly
Factor
Metric
Incentive for
Exceeding
Tar et
On -Time
90%
$1 000
On time performance falls within the
Performance
range of 93.0% and 94.9%.
90%
$3 000
On time performance falls within the
range of 95.0% and 96.9%.
90%
$5 000
On time performance fall within the
range of 97.0% and 100%.
Reservations
Percentage of reservation hours with an
Initial
4 minutes or less
$300
average initial hold time of less than
Telephone Hold
four minutes fads within the range of
96.0% to 97.49 /o.
Percentage of reservation hours with an
4 minutes or less
$700
average initial hold time of less than
four minutes falls within the range of
97.5% to 99.0%.
Percentage of reservation hours with an
4 minutes or less
$1,000
average initial hold time of less than
four minutes exceeds 99.0%.
W.
DocuSign Envelope ID: 1579ABA7-3438-48EB-B9B8-B382FC973ABC
System Wide (Incentives)
Performance
Target/Threshold
Incentive for
Exceedin2 Tar et
Factor
Metric
Employee
Employee turnover rate less than
Turnover
o
Less than 10 /o
$12,000 annually
10% compared to the previous
contract year
Total Miles
between Road
15,000 miles or
$1,000 monthly
15,000 total miles or more
Calls
more
between road calls
15,000 miles or
$500 monthly
8,000 to 14,999 total miles
more
between mechanical road calls
14.25 to 13.96 -
Valid
15.0 complaints
$1,000
Complaints
per 100,000
13.95 to 13.49 -
Complaints per 100,000 boardings
boarding
$2,000
13.48 or below -
$3,000
0.7 or fewer
0.63 to 0.61 - $1,000
Preventable
preventable
0.60 to 0.57 - $2,000
Preventable accidents per 100,000
Accidents
accidents per
0.56 or below -
miles
100,000 miles
$3,000
Liquidated Damages
The City intends to determine the contractor's liquidated damages under this Section on a monthly
basis based on information obtained through vehicle and facility inspections, ride checks, visual
observations, and the City -provided AVL system.
Transit and Commuter Service (Liquidated Damages)
Performance Metric
Tar et/Threshold
Amount
Factor
On -Time
90%
$1,000
On time performance of 87.1%
Performance
to 89.9%
90%
$3 000
On time performance of 85.1 %
to 87%
90%
$5 000
On time performance less than
85%
$500 per
Any trip departing any time
Early Departure
point before scheduled departure
occurrence
time
Late Trip
$100 per
Trip late more than 5 and up to
occurrence
15 minutes
$500 per
Trip late more than 15 minutes
.ei
DocuSign Envelope ID: 1579ABA7-3438-48EB-B9B8-B382FC973ABC
Performance Metric
Tar et/Threshold
Amount
Factor
occurrence
$1,000 per
Missed trip due to driver, or
Missed Trip
vehicle shortage or bus
occurrence
breakdown
Insufbcient Drivers
$500 per
Trip operated by supervisor or
occurrence
dispatcher
Operating Off -Route
$200 per
Scheduled vehicle operating off
occurrence
route
Failure to Pass CHP
$500 per
Failure to pass regulatory or
Inspection
day/vehicle
CHP inspection
On -Time Vehicle
100% on -time
$500 per
More than 1,000 miles overdue
PMIs
occurrence
on a PMI
Vehicle Failure
N/A
$500 per
Vehicle failure due to lack of
occurrence
periodic maintenance
$200 per
Vehicle in deficient condition or
Vehicle Appearance
N/A
appearance, including graffiti
occurrence
and window etching
Passengers per revenue hour or
Passengers per
N/A
$500 monthly
total passengers decrease 10% or
Revenue Hour
more compared to the same
month previous year
Failure to Board
N/A
$500 per
Failure to board wheelchair
Wheelchair Passenger
occurrence
passenger
Non -Functioning
$500 per
Disconnection or vehicle in
GPS/Cameras
N/A
occurrence
service without functioning GPS
or surveillance cameras
Pass -by of
$500 per
Pass-by of wheelchair passenger
Wheelchair Passenger
W
occurrence
Failure to Have
$500 per
Failure to have scheduled
"strategic"
Strategic Bus
occurrence
bus available or in
proposed position
Improper Head sign
$500 per
Improper head sign display
occurrence
if the overall on -time performance standard of 90 percent is met, the City will waive damages
associated with early and late departures for the local and commuter services, during same period.
City Dial -a -Ride and Access Services (Liquidated Damages)
Performance
Target
Amount
Factor
Metric
On -Time
90%
$1,000
o 0
On time performance of 87.1 /o to 89./o 9
Performance
90%
$3,000
On time performance of 85.1 % to 87%
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DocuSign Envelope ID: 1579ABA7-3438-48EB-B9B8-B382FC973ABC
Performance
Target
Amount
Factor
Metric
90%
$5,000
On time performance less than 85%
$250 per
Vehicle does not arrive on time or is more
than 45 minutes past the scheduled pick -
occurrence
up window
Trip Denials
0%
$1,000
Next day trip denials exceed 1%
0%
$3,000
Next day trip denials exceed 2%
0%
$5,000
Next day trip denials exceed 3%
N/A
$500 per
ADA violation
occurrence
Telephone
90%
$300
Percentage of reservation hold time of
Hold Time
less than 4 minutes is 92.01% to 94%
90%
$700
Percentage of reservation hold time of
less than 4 minutes is 90.01% to 92%
90%
$1,000
Percentage of reservation hold time of
less than 4 minutes is less than 90.01%
on Discnection
Di conPS
$100 per
Disconnection of GPS or voice recording
Devices
occurrence
devices
Pre -Mature
Actual cash value
Removing vehicle parts after accident
Removal of
of vehicle
before final settlement with City or
Vehicle Parts
insurance company
Loss History
$100 per day
Failure to provide loss history
overdue
CHP
$500 per
Failure to pass regulatory or CHP
Inspection
day/vehicle
inspection
Vehicle
N/A
$200 per
Vehicle in deficient condition or
Appearance
occurrence
appearance including graffiti
Untimely
Failure to provide City with timely
Information to
$500 per day
information that leads to delay in semi -
City
monthly filing of ASI billings
Any month that DAR passengers per
$1,000
revenue hour is less than 2.5 or ASI
passengers per revenue hours is less than
2.0
Access Services (Liquidated Damages)
Performance
Target
Amount
Factor
Metric
On -Time
Performance
91%
$5,000 per quarter
On time performance of 89% to 90%
next day
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DocuSign Envelope ID: 1579ABA7-3438-48EB-B9B8-B382FC973ABC
Performance
Target
Amount
Factor
Metric
service
91%
$10,000 per
On time performance of 87% to 88.9%
uarter
91%
$25,000 per
On time performance less than 87%
quarter
On -Time
Performance
94%
$5,000 per quarter
o 0
On time performance of 92 /o to 93/o
Access to
Work service
94%
$10,000 per
On time performance of 90% to 91.9%
quarter
94%
$25,000 per
On time performance less than 90%
quarter
Excessively
o
Late 4s fall within a range of 0.11 /o to
Late Trips
0.10%
$5,000 per quarter
Late 4 trips)0.19/o
0.10%
$10,000 per
Late 4s fall within a range of 0.20% to
uarter
0.29%
0.10%
$25,000 per
Late 4s exceed 0.29%
uarter
Telephone
Queue Hold
5.0%
$5 000 per quarter
Percentage of reservation calls on hold 5
Time -
minutes or more is 5.1% to 10%
Reservations
5.0%
$10,000 per
Percentage of reservation calls on hold 5
quarter
minutes or more is 10.1% to 15%
5.0%
$25,000 per
Percentage of reservation calls on hold 5
quarter
minutes or more exceeds 15%
Telephone
Percentage of reservation calls on hold 5
Queue Hold
10.0%
$5 000 per quarter
minutes or more is 10.1 /o to 15%
Time - ETA
10.0%
$10,000 per
Percentage of reservation calls on hold 5
uarter
minutes or more is 15.1 % to 20%
10.0%
$25,000 per
Percentage of reservation calls on hold 5
uarter
minutes or more exceeds 20%
Average
Initial Hold
120 Seconds
$5,000 per quarter
Average initial hold time is between 121
Times -
seconds and 180 seconds
Reservations
120 Seconds
$10,000 per
Average initial hold time is between 181
quarter
seconds and 240 seconds
120 Seconds
$25,000 per
Average initial hold time exceeds 240
quarter
seconds
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DocuSign Envelope ID: 1579ABA7-3438-48EB-B9B8-B382FC973ABC
Performance
Target
Amount
Factor
Metric
Average
Initial Hold
120 Seconds
$5,000 per quarter
Average initial hold time is between 121
Times - ETA
seconds and 180 seconds
120 Seconds
$10,000 per
Average initial hold time is between 181
quarter
seconds and 240 seconds
120 Seconds
$25,000 per
Average initial hold time exceeds 240
quarter
seconds
Trip Denials
100%
compliance
$500
For each trip denied
Customer
4 per 1,000
Where complaint ratio is between 4.5 and
Service
trips
$5,000 per quarter
5.0
Complaints
completed
4 per 1,000
$10,000 per
Where complaint ratio is between 5.0 and
trips
completed
quarter
5.5
4 per 1,000
$25,000 per
trips
Where complaint ratio exceeds 5.5
completed
quarter
Preventable
.50 per
$5,000 per quarter
Where the preventable collisions per
Collisions
100,000 miles
100,000 miles is between 0.75 and 1.00
$10,000 per
Where the preventable collisions per
quarter
100,000 miles is between 1.0 and 1.25
$25,000 per
Where the preventable collisions per
quarter
100,000 miles exceeds 1.25
Preventable
.25 per
$5,000 per quarter
Where the preventable incidents per
Incidents
100,000 miles
100,000 miles is between 0.5 and 0.75
$10,000 per
Where the preventable incidents per
quarter
100,000 miles is between 0.76 and 1.0
$25,000 per
Where the preventable incidents per
quarter
100,000 miles exceeds 1.0
One hundred percent (100%) of the
preventative maintenance inspections
Preventative
shall be performed at 3,500 miles or 45-
Maintenance
100% PMI on
Monthly
day intervals within a window of 500
Inspections
time
miles. Failure to meet this standard shall
result in non-payment of ADA trips
serviced by vehicles exceeding the PMI
interval.
Miles between
25,000 miles
between
$5,000 per quarter
Where miles between roadcalls is below
Roadcalls
roadcalls
25,000
Drug and
100%
$5,000 per
Failure to fully resolve the identified
Alcohol Audit
compliance
incident
program deficiencies (provide corrective
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DocuSign Envelope ID: 1579ABA7-3438-48EB-B9B8-B382FC973ABC
Performance
Target
Amount
Factor
Metric
action plan, including corresponding
documents) within the allocated time
frame will result in a formal finding of
non-compliance.
Missed Trips
.075% of total
$5 000 per quarter
Where missed trips fall within a range of
trips provided
0.76 /o and 1.00 /o
$10,000 per
Where missed trips fall within a range of
quarter
1.01 % and 1.25 %
$25,000 per
Where missed trips exceed 1.25%
uarter
Excessive
5% of trips
$5,000 per quarter
Where trips with excessive travel time fall
Travel Time
provided
within a range of 5.1 /o and 10 /o
$10,000 per
Where trips with excessive travel time fall
quarter
within a range of 10.1 % and 15%
$25,000 per
Where trips with excessive travel time
quarter
exceedl5%
Preventable collision is defined as contact between the Access vehicle and another object that
could have been reasonably avoided by the driver."
Preventable incident is defined as a non -collision that involves an Access rider in or near an Access
vehicle, suffering an injury, or possible injury. Examples include, but are not limited to, falls while
boarding vehicle, falls while exiting vehicle, falls away from vehicle and passenger securement
failures that could have been reasonably prevented by the driver."
A missed trip is defined as a trip in which one of the following scenarios occur: (1) the vehicle
arrives and leaves before the beginning of the pickup window without picking up the rider and
without any indication from the rider that he/she no longer wants to take the trip, (2) the vehicle
does not wait the required time within the pickup window, there is no contact with the rider, and
the vehicle departs without the rider, (3) the vehicle arrives after the end of the pickup window
and departs without picking up the rider (either because the rider is not there or declines to take
the trip because it is late, and (4) the vehicle does not arrive at the pickup location.
Excessive travel time is defined as trips in which on -board time is longer than a comparable fixed -
route trip by more than 20 minutes. Access uses the Metro trip planner to determine fixed route
travel time.
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DocuSign Envelope ID: 1579ABA7-3438-48EB-B9B8-B382FC973ABC
System Wide (Liquidated Damages)
Performance Metric
Tar et
Amount
Factor
Employee Turnover
15%
$12,000
Employee turnover rate greater than
annually
15% compared to the previous contract
year
Replacement of Any
N/A
$5,000
Replacement of Any Key Management
Key Management
Position Without Prior Written Approval
Position Without
Written Approval
Miles Between Road
4,000 or
$500
Miles between road calls
Calls
fewer per
month
$250 per
Every 5,000 total miles below 104,000
5,000 miles
total miles between preventable
per month
accidents to a maximum of $2,500
CARB Compliance
N/A
Twice the
Failure to meet any CARB or other
fine
environmental requirement
Staffing Levels
$250 per day
Failure to meet proposed staffing level
(beyond 25
by position
days)/ per
category of
position
Driver Training
$50 per
Failure to meet training standards
driver per
described in proposal
day
Reporting
N/A
$100 per day
Failure to meet contractually agreed
Requirements
per report
upon report submittal deadline. Levied
until report submitted.
$100 per day
Incomplete or inaccurate report. Levied
per report
until report corrected
Operator Uniform
N/A
$100 per
Operator in improper or soiled uniform
occurrence
Position Vacancy
$500 per day
Vacancy in any Key Position, including
(beyond 45
road supervisors and dispatchers
days) per
Position
Complaint
$250 per
Failure to complete complaint
Investigation
complaint
investigation within 48 hours of receipt
$1,000 per
Three or more complaints on any
employee
individual employee in a rolling six
month period
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DocuSign Envelope ID: 1579ABA7-3438-48EB-B9B8-B382FC973ABC
Performance Metric
Tar et
Amount
Factor
Valid Complaints
15.0
$1,000 for
If more than 15.0 valid complaints per
complaints
that month
100,000 boardings are received in a
per 100,000
given month, the liquidated damages
boarding per
shall be $1,000 for that month.
month
Fare Collection
$100 per
Failure to collect proper fare
occurrence
Inoperative
$500 per
Bus or van with inoperative wheelchair
Wheelchair Lift/Ramp
occurrence
lift or ramp in revenue service
Moving Violation
$1,000 per
Employee convicted of red light or other
Conviction
occurrence
moving violation.
Failure to Remove
$10,000 per
Failure to remove contractor employee
Employee from
occurrence
from service after conviction of three
Service
moving violations in a twelve-month
period.
Farebox Discrepancy
Amount of
Farebox cash shortage greater than 1%
discrepancy
greater than
I%
$200 per day
When a vehicle is placed into or
per vehicle
continues in revenue service with an
inoperable farebox. A farebox must be
able to collect both cash and electronic
fare media to be considered operable.
$2,000
Any month the total number of
monthly
complaints exceeds 1 % of total call
volume
Failure to Report
$1,000 per
Contractor fails to report an incident or
Accident or Incident
incident/
accident according to the City's
accident
Incident/Accident policy
Failure to Notify City
$5,000 per
Summons served due to accident with no
occurrence
prior notification to City
No incentives will be paid and no damages will be assessed during the first three months of the
contract.
With the exception of the liquated damages associated with the Access Service total damages will
be capped at $50,000 per month. In the event the maximum damages are assessed in three
consecutive months, the monthly cap will increase to $75,000 per month. Once increased, the
Contractor may have the maximum reduced to the original $50,000 cap by keeping the damages
assessed below $50,000 for two consecutive months.
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DocuSign Envelope ID: 1579ABA7-3438-48EB-B9B8-B382FC973ABC
ATTACHMENT 3
FEDERAL CLAUSES
Fly America Requirements
Contractor shall comply with 49 USC 40118 (the "Fly America" Act) in accordance with General
Services Administration regulations 41 CFR 301-10, stating that recipients and sub recipients of
Federal funds and their contractors are required to use US Flag air carriers for US Government -
financed international air travel and transportation of their personal effects or property, to the extent
such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by
the Fly America Act. Contractor shall submit, if a foreign air carrier was used, an appropriate
certification or memorandum adequately explaining why service by a US flag air carrier was not
available or why it was necessary to use a foreign air carrier and shall, in any event, provide a
certificate of compliance with the Fly America requirements. Contractor shall include the
requirements of this section in all subcontracts that may involve international air transportation.
Charter Bus Requirements
Contractor shall comply with 49 USC 5323(d) and (g) and 49 CFR 604, which state that recipients
and subrecipients of FTA assistance may provide charter service for transportation projects that uses
equipment or facilities acquired with Federal assistance authorized under the Federal transit laws
(except as permitted by 49 CFR 604.2), or under 23 U.S.C. 133 or 142, only in compliance with
those laws and FTA regulations, "Charter Service," 49 CFR part 604, the terms and conditions of
which are incorporated herein by reference.
School Bus Requirements
Pursuant to 69 USC 5323(f) or (g) as amended by MAP-21, 23 USC 133, 23 USC 142, and 49 CFR
605, recipients and subrecipients of FTA assistance shall not engage in school bus operations
exclusively for transportation of students and school personnel in competition with private school
bus operators unless qualified under specified exemptions. When operating exclusive school bus
service under an allowable exemption, recipients and subrecipients shall not use federally funded
equipment, vehicles, or facilities. Violations. If a Recipient or any Third Party Participant that has
operated school bus service in violation of FTA's School Bus laws and regulations, FTA may: (1)
Require the Recipient or Third Party Participant to take such remedial measures as FTA considers
appropriate, or (2) Bar the Recipient or Third Party Participant from receiving Federal transit funds.
Energy Conservation
Contractor shall comply with mandatory standards and policies relating to energy efficiency, stated
in the state energy conservation plan issued in compliance with the Energy Policy & Conservation
Act.
Clean Water
Contractor shall comply with all applicable standards, orders or regulations issued pursuant to the
Federal Water Pollution Control Act, as amended, 33 USC 1251 et seq. Contractor shall report each
violation to the recipient and understands and agrees that the recipient shall, in turn, report each
violation as required to FTA and the appropriate EPA Regional Office. Contractor shall include these
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DocuSign Envelope ID: 1579ABA7-3438-48EB-B9B8-B382FC973ABC
requirements in each subcontract exceeding $100,000 financed in whole or in part with FTA
assistance.
Lobbyin
Contractors who apply or bid for an award of $100,000 or more shall file the certification required
by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will
not and has not used Federal appropriated funds to pay any person or organization for influencing or
attempting to influence an officer or employee of any agency, a member of Congress, officer or
employee of Congress, or an employee of a member of Congress in connection with obtaining any
Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose
the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying
contacts on its behalf with non -Federal funds with respect to that Federal contract, grant or award
covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient.
Access to Records and Reports
The following access to records requirements apply to this Contract:
1. Where the purchaser is not a State but a local government and is an FTA recipient or a subgrantee
of FTA recipient in accordance with 49 CFR 18.36(i), contractor shall provide the purchaser, the
FTA, the US Comptroller General or their authorized representatives access to any books,
documents, papers and contractor records which are pertinent to this contract for the purposes of
making audits, examinations, excerpts and transcriptions. Contractor shall also, pursuant to 49 CFR
633.17, provide authorized FTA representatives, including any PMO contractor, access to
contractor's records and construction sites pertaining to a capital project, defined at 49 USC
5302(a)l, which is receiving FTA assistance through the programs described at 49 USC 5307, 5309
or 5311.
2. Where the purchaser is a State and is an FTA recipient or a subgrantee of FTA recipient in
accordance with 49 CFR 633.17, contractor shall provide the purchaser, authorized FTA
representatives, including any PMO Contractor, access to contractor's records and construction sites
pertaining to a capital project, defined at 49 USC 5302(a)l, which receives FTA assistance through
the programs described at 49 USC 5307, 5309 or 5311. By definition, a capital project excludes
contracts of less than the simplified acquisition threshold currently set at $150,000.
3. Where the purchaser enters into a negotiated contract for other than a small purchase or under the
simplified acquisition threshold and is an institution of higher education, a hospital or other non-
profit organization and is an FTA recipient or a subgrantee of FTA recipient in accordance with 49
CFR 19.48, contractor shall provide the purchaser, the FTA, the US Comptroller General or their
authorized representatives, access to any books, documents, papers and record of the contractor
which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts
and transcriptions.
4. Where a purchaser which is an FTA recipient or a subgrantee of FTA recipient in accordance with
49 USC 5325(a) enters into a contract for a capital project or improvement (defined at 49 USC
5302(a)l) through other than competitive bidding, contractor shall make available records related to
the contract to the purchaser, the Secretary of USDOT and the US Comptroller General or any
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authorized officer or employee of any of them for the purposes of conducting an audit and inspection.
5. Contractor shall permit any of the foregoing parties to reproduce by any means whatsoever or to
COPY excerpts and transcriptions as reasonably needed.
6. Contractor shall maintain all books, records, accounts and reports required under this contract for
a period of not less than three (3) years after the date of termination or expiration of this contract,
except in the event of litigation or settlement of claims arising from the performance of this contract,
in which case contractor agrees to maintain same until the recipient, FTA Administrator, US
Comptroller General, or any of their authorized representatives, have disposed of all such litigation,
appeals, claims or exceptions related thereto. Re: 49 CFR 18.39(i)(11).
FTA does not require the inclusion of these requirements in subcontracts.
Federal Changes
Contractor shall comply with all applicable FTA regulations, policies, procedures and directives,
including without limitation those listed directly or by reference in the Master Agreement between
the purchaser and FTA, as they may be amended or promulgated from time to time during the term
of the contract. Contractor's failure to comply shall constitute a material breach of the contract.
Clean Air
1) Contractor shall comply with all applicable standards, orders or regulations pursuant to the Clean
Air Act, 42 USC 7401 et seq. Contractor shall report each violation to the recipient and understands
and agrees that the recipient will, in turn, report each violation as required to FTA and the appropriate
EPA Regional Office.
2) Contractor shall include these requirements in each subcontract exceeding $100,000 financed in
whole or in part with FTA assistance.
Recycled Products
The contractor agrees to comply with all the requirements of Section 6002 of the Resource
Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited
to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the
procurement of the items designated in Subpart B of 40 CFR Part 247.
Contract Work Hours & Safety Standards Act
(1) Overtime requirements - No contractor or subcontractor contracting for any part of the contract
work which may require or involve the employment of laborers or mechanics shall require or permit
any such laborer or mechanic in any workweek in which he or she is employed on such work to work
in excess of 40 hours in such work week unless such laborer or mechanic receives compensation at
a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of 40
hours in such workweek.
(2) Violation; liability for unpaid wages; liquidated damages - In the event of any violation of the
clause set forth in para. (1) of this section, contractor and any subcontractor responsible therefore
shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable for
liquidated damages. Such liquidated damages shall be computed with respect to each individual
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laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth
in para. (1) of this section, in the sum of $10 for each calendar day on which such individual was
required or permitted to work in excess of the standard workweek of 40 hours without payment of
the overtime wages required by the clause set forth in para. (1) Of this section.
(3) Withholding for unpaid wages and liquidated damages - the recipient shall upon its own action
or upon written request of USDOL withhold or cause to be withheld, from any moneys payable on
account of work performed by contractor or subcontractor under any such contract or any other
Federal contract with the same prime contractor, or any other federally -assisted contract subject to
the Contract Work Hours & Safety Standards Act, which is held by the same prime contractor, such
sums as may be determined to be necessary to satisfy any liabilities of such contractor or
subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in para.
(2) of this section.
(4) Subcontracts - Contractor or subcontractor shall insert in any subcontracts the clauses set forth
in this section and also a clause requiring the subcontractors to include these clauses in any lower
tier subcontracts. Prime contractor shall be responsible for compliance by any subcontractor or lower
tier subcontractor with the clauses set forth in this section.
No Government Obligation to Third Parties
(1) The City and contractor acknowledge and agree that, notwithstanding any concurrence by the
US Government in or approval of the solicitation or award of the underlying contract, absent the
express written consent by the US Government, the US Government is not a party to this contract
and shall not be subject to any obligations or liabilities to the recipient, the contractor, or any other
party (whether or not a party to that contract) pertaining to any matter resulting from the underlying
contract.
(2) Contractor agrees to include the above clause in each subcontract financed in whole or in part
with FTA assistance. It is further agreed that the clause shall not be modified, except to identify the
subcontractor who will be subject to its provisions.
romm Fraud and False or Fraudulent Statements or Related Acts
Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as
amended, 31 USC 3801 et seq. and USDOT regulations, "Program Fraud Civil Remedies," 49 CFR
31, apply to its actions pertaining to this project. Upon execution of the underlying contract,
contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes,
it may make, or causes to be made, pertaining to the underlying contract or FTA assisted project for
which this contract work is being performed. In addition to other penalties that may be applicable,
contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent
claim, statement, submittal, or certification, the US Government reserves the right to impose the
penalties of the Program Fraud Civil Remedies Act (1986) on contractor to the extent the US
Government deems appropriate.
If contractor makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submittal,
or certification to the US Government under a contract connected with a project that is financed in
whole or in part with FTA assistance under the authority of 49 USC 5307, the Government reserves
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the right to impose the penalties of 18 USC 1001 and 49 USC 5307(n)(1) on contractor, to the extent
the US Government deems appropriate.
Contractor shall include the above two clauses in each subcontract financed in whole or in part with
FTA assistance. The clauses shall not be modified, except to identify the subcontractor who will be
subject to the provisions.
Termination
a. Termination for Convenience (General Provision) the recipient may terminate this contract, in
whole or in part, at any time by written notice to contractor when it is in the recipient's best interest.
Contractor shall be paid its costs, including contract close-out costs, and profit on work performed
up to the time of termination. Contractor shall promptly submit its termination claim to the recipient.
If contractor is in possession of any of the recipient's property, contractor shall account for same,
and dispose of it as the recipient directs.
b. Termination for Default [Breach or Cause] (General Provision) If contractor does not deliver items
in accordance with the contract delivery schedule, or, if the contract is for services, and contractor
fails to perform in the manner called for in the contract, or if contractor fails to comply with any
other provisions of the contract, the recipient may terminate this contract for default. Termination
shall be effected by serving a notice of termination to contractor setting forth the manner in which
contractor is in default. Contractor shall only be paid the contract price for supplies delivered and
accepted, or for services performed in accordance with the manner of performance set forth in the
contract. If it is later determined by the recipient that contractor had an excusable reason for not
performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control
of contractor, the recipient, after setting up a new delivery or performance schedule, may allow
contractor to continue work, or treat the termination as a termination for convenience.
c. Opportunity to Cure (General Provision) the recipient in its sole discretion may, in the case of a
termination for breach or default, allow contractor an appropriately short period of time in which to
cure the defect. In such case, the notice of termination shall state the time period in which cure is
permitted and other appropriate conditions If contractor fails to remedy to the recipient's satisfaction
the breach or default or any of the terms, covenants, or conditions of this Contract within ten (10)
days after receipt by contractor or written notice from the recipient setting forth the nature of said
breach or default, the recipient shall have the right to terminate the Contract without any further
obligation to contractor. Any such termination for default shall not in any way operate to preclude
the recipient from also pursuing all available remedies against contractor and its sureties for said
breach or default.
d. Waiver of Remedies for any Breach In the event that the recipient elects to waive its remedies for
any breach by contractor of any covenant, term or condition of this Contract, such waiver by the
recipient shall not limit its remedies for any succeeding breach of that or of any other term, covenant,
or condition of this Contract.
e. Termination for Convenience (Professional or Transit Service Contracts) the recipient, by written
notice, may terminate this contract, in whole or in part, when it is in the recipient's interest. If the
contract is terminated, the recipient shall be liable only for payment under the payment provisions
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of this contract for services rendered before the effective date of termination.
f. Termination for Default (Supplies and Service) If contractor fails to deliver supplies or to perform
the services within the time specified in this contract or any extension or if the contractor fails to
comply with any other provisions of this contract, the recipient may terminate this contract for
default. The recipient shall terminate by delivering to contractor a notice of termination specifying
the nature of default. Contractor shall only be paid the contract price for supplies delivered and
accepted, or services performed in accordance with the manner or performance set forth in this
contract. If, after termination for failure to fulfill contract obligations, it is determined that contractor
was not in default, the rights and obligations of the parties shall be the same as if termination had
been issued for the recipient's convenience.
g. Termination for Default (Transportation Services) If contractor fails to pick up the commodities
or to perform the services, including delivery services, within the time specified in this contract or
any extension or if contractor fails to comply with any other provisions of this contract, the recipient
may terminate this contract for default. The recipient shall terminate by delivering to contractor a
notice of termination specifying the nature of default. Contractor shall only be paid the contract price
for services performed in accordance with the manner of performance set forth in this contract. If
this contract is terminated while contractor has possession of the recipient goods, contractor shall, as
directed by the recipient, protect and preserve the goods until surrendered to the recipient or its agent.
Contractor and the recipient shall agree on payment for the preservation and protection of goods.
Failure to agree on an amount shall be resolved under the Dispute clause. If, after termination for
failure to fulfill contract obligations, it is determined that contractor was not in default, the rights and
obligations of the parties shall be the same as if termination had been issued for the recipient's
convenience.
h. Termination for Default (Construction) If contractor refuses or fails to prosecute the work or any
separable part, with the diligence that will insure its completion within the time specified, or any
extension, or fails to complete the work within this time, or if contractor fails to comply with any
other provisions of this contract, the recipient may terminate this contract for default. The recipient
shall terminate by delivering to contractor a notice of termination specifying the nature of default. In
this event, the recipient may take over the work and compete it by contract or otherwise, and may
take possession of and use any materials, appliances, and plant on the work site necessary for
completing the work. Contractor and its sureties shall be liable for any damage to the recipient
resulting from contractor's refusal or failure to complete the work within specified time, whether or
not contractor's right to proceed with the work is terminated. This liability includes any increased
costs incurred by the recipient in completing the work.
Contractor's right to proceed shall not be terminated nor shall contractor be charged with damages
under this clause if:
1. Delay in completing the work arises from unforeseeable causes beyond the control and without
the fault or negligence of contractor. Examples of such causes include: acts of God, acts of the
recipient, acts of another contractor in the performance of a contract with the recipient, epidemics,
quarantine restrictions, strikes, freight embargoes; and
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2. Contractor, within 10 days from the beginning of any delay, notifies the recipient in writing of the
causes of delay. If in the recipient's judgment, delay is excusable, the time for completing the work
shall be extended. The recipient's judgment shall be final and conclusive on the parties, but subject
to appeal under the Disputes clauses.
If, after termination of contractor's right to proceed, it is determined that contractor was not in default,
or that the delay was excusable, the rights and obligations of the parties will be the same as if
termination had been issued for the recipient's convenience.
i. Termination for Convenience or Default (Architect & Engineering) the recipient may terminate
this contract in whole or in part, for the recipient's convenience or because of contractor's failure to
fulfill contract obligations. The recipient shall terminate by delivering to contractor a notice of
termination specifying the nature, extent, and effective date of termination. Upon receipt of the
notice, contractor shall (1) immediately discontinue all services affected (unless the notice directs
otherwise), and (2) deliver to the recipient all data, drawings, specifications, reports, estimates,
summaries, and other information and materials accumulated in performing this contract, whether
completed or in process. If termination is for the recipient's convenience, it shall make an equitable
adjustment in the contract price but shall allow no anticipated profit on unperformed services. If
termination is for contractor's failure to fulfill contract obligations, the recipient may complete the
work by contact or otherwise and contractor shall be liable for any additional cost incurred by the
recipient. If, after termination for failure to fulfill contract obligations, it is determined that contractor
was not in default, the rights and obligations of the parties shall be the same as if termination had
been issued for the recipient's convenience.
j. Termination for Convenience or Default (Cost -Type Contracts) the recipient may terminate this
contract, or any portion of it, by serving a notice or termination on contractor. The notice shall state
whether termination is for convenience of the recipient or for default of contractor. If termination is
for default, the notice shall state the manner in which contractor has failed to perform the
requirements of the contract. Contractor shall account for any property in its possession paid for from
funds received from the recipient, or property supplied to contractor by the recipient. If termination
is for default, the recipient may fix the fee, if the contract provides for a fee, to be paid to contractor
in proportion to the value, if any, of work performed up to the time of termination. Contractor shall
promptly submit its termination claim to the recipient and the parties shall negotiate the termination
settlement to be paid to contractor. If termination is for the recipient's convenience, contractor shall
be paid its contract closeout costs, and a fee, if the contract provided for payment of a fee, in
proportion to the work performed up to the time of termination.
If, after serving a notice of termination for default, the recipient determines that contractor has an
excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and
are beyond the control of contractor, the recipient, after setting up a new work schedule, may allow
contractor to continue work, or treat the termination as a termination for convenience.
Government Wide Debarment and Suspension (Non Procurement)
The City agrees to the following: (1) It will comply with the requirements of 2 C.F.R. part 180,
subpart C, as adopted and supplemented by U.S. DOT regulations at 2 C.F.R. part 1200, which
include the following: (a) It will not enter into any arrangement to participate in the development or
implementation of the Project with any Third Party Participant that is debarred or suspended except
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as authorized by: 1 U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 C.F.R.
part 1200, 2 U.S. OMB, "Guidelines to Agencies on Government wide Debarment and Suspension
(Non procurement)," 2 C.F.R. part 180, including any amendments thereto, and 3 Executive Orders
Nos. 12549 and 12689, "Debarment and Suspension," 31 U.S.C. § 6101 note, (b)
It will review the U.S. GSA "System for Award Management,"
http://https.www.sam.gov,.proxyl.semalt.design if required by U.S. DOT regulations, 2 C.F.R. part
1200, and (c) It will include, and require each of its Third Party Participants to include, a similar
provision in each lower tier covered transaction, ensuring that each lower tier Third Party Participant:
1 Will comply with Federal debarment and suspension requirements, and 2 Reviews the "System for
Award Management" at http://https.www.sam.gov,.proxy1.semalt.design if necessary to comply
with U.S. DOT regulations, 2 C.F.R. part 1200, and (2) If the Recipient suspends, debars, or takes
any similar action against a Third Party Participant or individual, the Recipient will provide
immediate written notice to the: (a) FTA Regional Counsel for the Region in which the Recipient is
located or implements the Project, (b) FTA Project Manager if the Project is administered by an FTA
Headquarters Office, or (c) FTA Chief Counsel.
Civil Rights Requirements
The following requirements apply to the underlying contract:
The City understands and agrees that it must comply with applicable Federal civil rights laws and
regulations, and follow applicable Federal guidance, except as the Federal Government determines
otherwise in writing. Therefore, unless The City or Program, including an Indian Tribe or the Tribal
Transit Program, is specifically exempted from a civil rights statute, FTA requires compliance with
that civil rights statute, including compliance with equity in service:
a. Nondiscrimination in Federal Public Transportation Programs. The contractor agrees to comply
with Federal transit law, 49 U.S.C. § 5332 (FTA's "Nondiscrimination" statute): (1) FTA's
"Nondiscrimination" statute prohibits discrimination on the basis of: (a) Race, (b) Color, (c)
Religion, (d) National origin, (e) Sex, (f) Disability, or (g) Age, and (2) The FTA
"Nondiscrimination" statute's prohibition against discrimination includes: (a) Exclusion from
participation, (b) Denial of program benefits, or (c) Discrimination, including discrimination in
employment or business opportunity, (3) Except as FTA determines otherwise in writing: (a)
General. Follow: 1 The most recent edition of FTA Circular 4702.1, "Title VI Requirements and
Guidelines for Federal Transit Administration Recipients," to the extent consistent with applicable
Federal laws, regulations, and guidance, and other applicable Federal guidance that may be issued.
b. Nondiscrimination — Title VI of the Civil Rights Act. The Contractor agrees to: (1)Prohibit
discrimination based on: (a) Race, (b) Color, or (c) National origin, (2) Comply with: (a) Title VI of
the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d et seq., (b) U.S. DOT regulations,
"Nondiscrimination in Federally -Assisted Programs of the Department of Transportation —
Effectuation of Title VI of the Civil Rights Act of 1964," 49 C.F.R. part 21, and (c) Federal transit
law, specifically 49 U.S.C. § 5332, as stated in the preceding section a, and (3) Except as FTA
determines otherwise in writing, follow: (a) The most recent edition of FTA Circular 4702.1, "Title
VI and Title VI -Dependent Guidelines for Federal Transit Administration Recipients," to the extent
consistent with applicable Federal laws, regulations, and guidance. (b) U.S. DOI, "Guidelines for
the enforcement of Title VI, Civil Rights Act of 1964," 28 C.F.R. § 50.3, and (c) Other applicable
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Federal guidance that may be issued.
c. Equal Employment Opportunity. The Contractor agrees to, prohibit discrimination on the basis of
race, color, religion, sex, or national origin, and: (a) Comply with Title VII of the Civil Rights Act
of 1964, as amended, 42 U.S.C. § 2000e et seq., (b) Facilitate compliance with Executive Order No.
11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending
Executive Order No. 11246, Relating to Equal Employment Opportunity,"42 U.S.C. § 2000e note,
(c) Comply with Federal transit law, specifically 49 U.S.C. § 5332, as stated in section a, and (d)
Comply with other applicable EEO laws and regulations, as provided in Federal guidance, including
laws and regulations prohibiting discrimination on the basis of disability, except as the Federal
Government determines otherwise in writing, (2) General. The contractor agrees to: (a) Ensure that
applicants for employment are employed and employees are treated during employment without
discrimination on the basis of their: 1 Race, 2 Color, 3 Religion, 4 Sex, 5 Disability, 6 Age, or 7
National origin, (b) Take affirmative action that includes, but is not limited to: 1 Recruitment
advertising, 2 Recruitment, 3 Employment, 4 Rates of pay, 5 Other forms of compensation, 6
Selection for training, including apprenticeship, 7 Upgrading, 8 Transfers, 9 Demotions, 10 Layoffs,
and 11 Terminations, but (b) Indian Tribe. Title VII of the Civil Rights Act of 1964, as amended,
exempts Indian Tribes under the definition of "Employer". (3) Equal Employment Opportunity
Requirements for Construction Activities. In addition to the foregoing, when undertaking
"construction" as recognized by the U.S. Department of Labor (U.S. DOL), the contractor agrees to
comply, with: (a) U.S. DOL regulations, "Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and (b) Executive Order
No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375,
"Amending Executive Order No. 11246, Relating to Equal Employment Opportunity," 42 U.S.C.
§ 2000e note,
d. Disadvantaged Business Enterprise. To the extent authorized by applicable Federal law, the
Recipient agrees to facilitate, and assures that each Third Party Participant will facilitate,
participation by small business concerns owned and controlled by socially and economically
disadvantaged individuals, also referred to as "Disadvantaged Business Enterprises" (DBEs), in the
Project as follows: 1) Requirements. The Recipient agrees to comply with: (a) Section 1101(b) of
MAP-21, 23 U.S.C. § 101 note, (b) U.S. DOT regulations, "Participation by Disadvantaged
Business Enterprises in Department of Transportation Financial Assistance Programs," 49 C.F.R.
part 26, and (c) Federal transit law, specifically 49 U.S.C. § 5332, as stated in section a, (2)
Assurance. As required by 49 C.F.R. § 26.13(a), (b) DBE Program Requirements. Recipients
receiving planning, capital and/or operating assistance that will award prime third party contracts
exceeding $250,000 in a Federal fiscal year must: 1 Have a DBE program meeting the requirements
of 49 C.F.R. part 26,2 Implement a DBE program approved by FTA, and 3 Establish an annual DBE
participation goal, (c) Special Requirements for a Transit Vehicle Manufacturer. The Recipient
understands and agrees that each transit vehicle manufacturer, as a condition of being authorized to
bid or propose on FTA-assisted transit vehicle procurements, must certify that it has complied with
the requirements of 49 C.F.R. part 26, (d) the Recipient provides assurance that: The Recipient shall
not discriminate on the basis of race, color, national origin, or sex in the award and performance of
any DOT -assisted contract or in the administration of its DBE program or the requirements of 49
C.F.R. part 26. The Recipient shall take all necessary and reasonable steps under 49 C.F.R. part 26
to ensure nondiscrimination in the award and administration of DOT -assisted contracts. The
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Recipient's DBE program, as required by 49 C.F.R. part 26 and as approved by DOT, is incorporated
by reference in this agreement. Implementation of this program is a legal obligation and failure to
carry out its terms shall be treated as a violation of this agreement. Upon notification to the Recipient
of its failure to carry out its approved program, the Department may impose sanctions as provided
for under 49 C.F.R. part 26 and may, in appropriate cases, refer the matter for enforcement under 18
U.S.C. § 1001 and/or the Program Fraud Civil Remedies Act of 1986, 31 U.S.C. § 3801 et seq.,
(2) Exception for the Tribal Transit Program. FTA exempts Indian tribes from the Disadvantaged
Business Enterprise regulations at 49 C.F.R. part 26 under MAP-21 and previous legislation,
e. Nondiscrimination on the Basis of Sex. The contractor agrees to comply with Federal prohibitions
against discrimination on the basis of sex, including: (1) Title IX of the Education Amendments of
1972, as amended, 20 U.S.C. § 1681 et seq., (2) U.S. DOT regulations, "Nondiscrimination on the
Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance," 49 C.F.R.
part 25, and (3) Federal transit law, specifically 49 U.S.C. § 5332, as stated in section a,
f. Nondiscrimination on the Basis of Age. The contractor agrees to comply with Federal prohibitions
against discrimination on the basis of age, including: (1) The Age Discrimination in Employment
Act (ADEA), 29 U.S.C. §§ 621 — 634, which prohibits discrimination on the basis of age, (2) U.S.
Equal Employment Opportunity Commission (U.S. EEOC) regulations, "Age Discrimination in
Employment Act," 29 C.F.R. part 1625, which implements the ADEA, (3) The Age Discrimination
Act of 1975, as amended, 42 U.S.C. § 6101 et seq., which prohibits discrimination against
individuals on the basis of age in the administration of programs or activities receiving Federal funds,
(4) U.S. Health and Human Services regulations, "Nondiscrimination on the Basis of Age in
Programs or Activities Receiving Federal Financial Assistance," 45 C.F.R. part 90, which
implements the Age Discrimination Act of 1975, and (5) Federal transit law, specifically 49 U.S.C.
§ 5332, as stated in section a,
g. Nondiscrimination on the Basis of Disability. The contractor agrees to comply with the following
Federal prohibitions pertaining to discrimination against seniors or individuals with disabilities: (1)
Federal laws, including: (a) Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. §
794, which prohibits discrimination on the basis of disability in the administration of federally
funded programs or activities, (b) The Americans with Disabilities Act of 1990 (ADA), as amended,
42 U.S.C. § 12101 et seq., which requires that accessible facilities and services be made available to
individuals with disabilities, 1 General. Titles I, II, and III of the ADA apply to FTA Recipients, but
2 Indian Tribes. While Titles II and III of the ADA apply to Indian Tribes, Title I of the ADA exempts
Indian Tribes from the definition of "employer," (c) The Architectural Barriers Act of 1968, as
amended, 42 U.S.C. § 4151 et seq., which requires that buildings and public accommodations be
accessible to individuals with disabilities, (d) Federal transit law, specifically 49 U.S.C. § 5332,
which now includes disability as a prohibited basis for discrimination, and (e) Other applicable laws
and amendments pertaining to access for elderly individuals or individuals with disabilities, (2)
Federal regulations, including: (a) U.S. DOT regulations, "Transportation Services for Individuals
with Disabilities (ADA)," 49 C.F.R. part 37, (b) U.S. DOT regulations, "Nondiscrimination on the
Basis of Disability in Programs and Activities Receiving or Benefiting from Federal Financial
Assistance," 49 C.F.R. part 27, (c) U.S. DOT regulations, "Transportation for Individuals with
Disabilities: Passenger Vessels," 49 C.F.R. part 39, (d) Joint U.S. Architectural and Transportation
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Barriers Compliance Board (U.S. ATBCB) and U.S. DOT regulations, "Americans With Disabilities
(ADA) Accessibility Specifications for
Transportation Vehicles," 36 C.F.R. part 1192 and 49 C.F.R. part 38, (e) U.S. DOI regulations,
"Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 C.F.R.
part 35, (f) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public
Accommodations and in Commercial Facilities," 28 C.F.R. part 36, (g) U.S. EEOC, "Regulations to
Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R.
part 1630, (h) U.S. Federal Communications Commission regulations, "Telecommunications Relay
Services and Related Customer Premises Equipment for Persons with Disabilities," 47 C.F.R. part
64, Subpart F, (i) U.S. ATBCB regulations, "Electronic and Information Technology Accessibility
Standards," 36 C.F.R. part 1194, and 0) FTA regulations, "Transportation for Elderly and
Handicapped Persons," 49 C.F.R. part 609, and (3) Other applicable Federal civil rights and
nondiscrimination guidance,
h. Drug or Alcohol Abuse - Confidentiality and Other Civil Rights Protections. The contractor agrees
to comply with the confidentiality and civil rights protections of: (1) The Drug Abuse Office and
Treatment Act of 1972, as amended, 21 U.S.C. § 1101 et seq., (2) The Comprehensive Alcohol
Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended, 42
U.S.C. § 4541 et seq., and (3) The Public Health Service Act, as amended, 42 U.S.C. §§ 290dd —
290dd-2,
i. Access to Services for People with Limited English Proficiency. Except as the Federal Government
determines otherwise in writing, the Recipient agrees to promote accessibility of public
transportation services to people whose understanding of English is limited by following: 1)
Executive Order No. 13166, "Improving Access to Services for Persons with Limited English
Proficiency," August 11, 2000, 42 U.S.C. § 2000d-1 note, and (2) U.S. DOT Notice, "DOT Policy
Guidance Concerning Recipients' Responsibilities to Limited English Proficiency (LEP) Persons,"
70 Fed. Reg. 74087, December 14, 2005,
j. Other Nondiscrimination Laws. Except as the Federal Government determines otherwise in
writing, the Recipient agrees to: (1) Comply with other applicable Federal nondiscrimination laws
and regulations, and (2) Follow Federal guidance prohibiting discrimination.
k. Remedies. Remedies for failure to comply with applicable Federal Civil Rights laws and Federal
regulations may be enforced as provided in those Federal laws or Federal regulations.
Breaches and Dispute Resolution
Disputes arising in the performance of this contract which are not resolved by agreement of the
parties shall be decided in writing by the city's authorized representative. This decision shall be final
and conclusive unless within ten (10) days from the date of receipt of its copy, contractor mails or
otherwise furnishes a written appeal to the recipient's CEO. In connection with such appeal,
contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position.
The decision of the recipient's CEO shall be binding upon contractor and contractor shall abide by
the decision. FTA has a vested interest in the settlement of any violation of Federal law including
the the False Claims Act, 31 U.S.C. § 3729.
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Performance During Dispute - Unless otherwise directed by the city, contractor shall continue
performance under this contract while matters in dispute are being resolved.
Claims for Damages - Should either parry to the contract suffer injury or damage to person or
property because of any act or omission of the parry or of any of his employees, agents or others for
whose acts he is legally liable, a claim for damages therefore shall be made in writing to such other
parry within ten days after the first observance of such injury or damage.
Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other
matters in question between the city and contractor arising out of or relating to this agreement or its
breach will be decided by arbitration if the parties mutually agree, or in a court of competent
jurisdiction within the residing State.
Rights and Remedies - Duties and obligations imposed by the contract documents and the rights and
remedies available thereunder shall be in addition to and not a limitation of any duties, obligations,
rights and remedies otherwise imposed or available by law. No action or failure to act by the city or
contractor shall constitute a waiver of any right or duty afforded any of them under the contract, nor
shall any such action or failure to act constitute an approval of or acquiescence in any breach
thereunder, except as may be specifically agreed in writing.
Transit Employee Protective Provisions
Public Transportation Employee Protective Arrangements. The Recipient agrees that 49 U.S.C. §
5333(b) requires employee protective arrangements to be in place as a condition of award of FTA
assistance made available or appropriated for FTA programs involving public transportation
operations. U.S. DOL recognizes the following categories of arrangements:
1) U.S. DOL Certification. When its Project involves public transportation operations and is financed
with funding made available or appropriated for 49 U.S.C. §§ 5307, 5309, 5312, 5337, or 5339, as
amended by Map-21, or former 49 U.S.C. §§ 5308, 5309, 5312, or other provisions of law as required
by the Federal Government, U.S. DOL must provide a Certification of employee protective
arrangements before FTA may provide financial assistance for the Project. Therefore, the Recipient
understands and agrees, and assures that any Third Parry Participant providing public transportation
operations will agree, that: (a) It must carry out the Project as provided in its U.S. DOL Certification,
which contains the terms and conditions that U.S. DOL has determined to be fair and equitable to
protect the interests of any employees affected by the Project, (b) It must comply with 49 U.S.C.
§5333(b), and any future amendments thereto, (c) It will follow the U.S. DOL guidelines,
"Guidelines, Section 5333(b), Federal Transit Law," 29 C.F.R. part 215, except as U.S. DOL
determines otherwise in writing, (d) It must comply with the terms and conditions of the U.S. DOL
certification of public transportation employee protective arrangements for the Project, which
certification is dated as identified on the Underlying Agreement, including: 1 Alternative comparable
arrangements U.S. DOL has specified for the Project, 2 Any revisions U.S. DOL has specified for
the Project, or 3 Both, and (e) It must comply with the following documents and provisions
incorporated by reference in and made part of the Underlying Agreement for the Project: 1 The U.S.
DOL certification of public transportation employee protective arrangements for the Project, which
certification is dated as identified on the Underlying Agreement, 2 The documents cited in that U.S.
DOL certification for the Project, 3 Any alternative comparable arrangements that U.S. DOL has
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specified for the Project, and 4 Any revisions that U.S. DOL has specified for the Project.
2) Special Warranty. When its Project involves public transportation operations, and is financed with
funding made available or appropriated for 49 U.S.C. § 5311, as amended by Map-21, for former 49
U.S.C. § 5311 in effect in FY 2012, or a previous fiscal year, or for section 3038 of TEA-21, as
amended by section 3039 of SAFETEA-LU, U.S. DOL will provide a Special Warranty for those
projects, including projects under the Tribal Transit Program. Therefore, the Recipient understands
and agrees, and assures that any Third Party Participant providing public transportation operations
will agree, that: (a) It must comply with Federal transit laws, specifically 49 U.S.C. §5333(b), (b)
Follow the U.S. DOL guidelines, "Guidelines, Section 5333(b), Federal Transit Law," 29 C.F.R.
part 215, except as U.S. DOL determines otherwise in writing, (c) It will comply with the U.S. DOL
Special Warranty for its Project that is most current on the date when it executed the Underlying
Agreement, and documents cited therein, including: 1 Any alternative comparable arrangements
U.S. DOL has specified for the Project, 2 Any revisions U.S. DOL has specified for the Project, or
3 Both, and (d) It will comply with the following documents and provisions incorporated by
reference in and made part of the Underlying Agreement: 1 The U.S. DOL Special Warranty for its
Project, 2 Documents cited in that Special Warranty, 3 Alternative comparable arrangements U.S.
DOL specifies for the Project, and 4 Any revisions that U.S. DOL has specified for the Project, and
3) Special Arrangements for 49 U.S.C. § 5310 Projects. The Recipient understands and agrees, and
assures that any Third Party Participant providing public transportation operations will agree, that
although pursuant to 49 U.S.C. § 5310, and former 49 U.S.C. §§ 5310 or 5317, FTA has determined
that it was not "necessary or appropriate" to apply the conditions of 49 U.S.C. § 5333(b) to
Subrecipients participating in the program to provide public transportation for seniors (elderly
individuals) and individuals with disabilities, FTA reserves the right to make the following
exceptions: (a) FTA will make case -by -case determinations of the applicability of 49 U.S.C. §
5333(b) for all transfers of funding authorized under title 23, United States Code (flex funds), and
(b) FTA reserves the right to make other exceptions as it deems appropriate.
Disadvantaged Business Enterprise
The contractor shall not discriminate on the basis of race, color, religion, national origin or sex in the
performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part
26 in the award and administration of this contract. Failure by the contractor to carry out these
requirements is a material breach of this contract, which may result in the termination of this contract
or such other remedy as the municipal corporation deems appropriate. Each subcontract the
contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR
26.13(b)).
No separate contract goal has been established, for this project. The contractor is to report its DBE
participation obtained through race -neutral means throughout the period of performance, if
applicable.
The contractor is required to pay its subcontractors performing work related to this contract for
satisfactory performance of that work no later than 30 days after the contractor's receipt of payment
for that work from the recipient. In addition, the contractor may not hold retainage from its
subcontractors or must return any retainage payments to those subcontractors within 30 days after
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the subcontractor's work related to this contract is satisfactorily completed or must return any
retainage payments to those subcontractors within 30 days after incremental acceptance of the
subcontractor's work by the recipient and contractor's receipt of the partial retainage payment related
to the subcontractor's work.
The contractor must promptly notify the recipient whenever a DBE subcontractor performing work
related to this contract is terminated or fails to complete its work, and must make good faith efforts
to engage another DBE subcontractor to perform at least the same amount of work. The contractor
may not terminate any DBE subcontractor and perform that work through its own forces or those of
an affiliate without prior written consent of the recipient.
Prompt payment
The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory
performance of its contract no later than 30 days from the receipt of each payment the prime contract
receives from the Recipient. The prime contractor agrees further to return retainage payments to each
subcontractor within 30 days after the subcontractors work is satisfactorily completed. Any delay or
postponement of payment from the above referenced time frame may occur only for good cause
following written approval of the Recipient. This clause applies to both DBE and non -DBE
subcontracts.
Incorporation of Federal Transit Administration (FTA) Terms
The preceding provisions include, in part, certain Standard Terms & Conditions required by
USDOT, whether or not expressly stated in the preceding contract provisions. All USDOT-required
contractual provisions, as stated in FTA Circular 4220.117, are hereby incorporated by reference.
Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control
in the event of a conflict with other provisions contained in this Agreement. The contractor shall not
perform any act, fail to perform any act, or refuse to comply with any request that would cause the
recipient to be in violation of FTA terms and conditions.
Drub and Alcohol Abuse Testing
The Contractor agrees to comply with the following Federal substance abuse regulations: a. Drug -
Free Workplace. U.S. DOT regulations, "Drug -Free Workplace Requirements (Grants), " 49 C.F.R.
Part 32, that implements the Drug -Free Workplace Act of 1988 as amended, 41 U.S.C. §§ 8103 et
seq., and 2 CFR part 182, b. Alcohol Misuse and Prohibited Drug Use. FTA Regulations, "Prevention
of Alcohol Misuse and Prohibited Drug Use in Transit Operations," 49 USC 5331, as amended by
Map-21, 49 CFR part 40, 49 USC chapter 53, 49 CFR Part 655, to the extent applicable.
Veterans Preference
Veterans Preference. As provided by 49 U.S.C. § 5325(k), to the extent practicable, the Recipient
agrees and assures that each of its Subrecipients:
Will give a hiring preference to veterans, as defined in 5 U.S.C. § 2108, who have the skills and
abilities required to perform construction work required under a third party contract in connection
with a Capital Project supported with federal assistance appropriated or made available for 49
U.S.C. chapter 53, and
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Will not require an employer to give a preference to any veteran over any equally qualified
applicant who is a member of any racial or ethnic minority, female, an individual with a disability,
or a former employee.
Contracts Involving Federal Privacy Act Requirements
The following requirements apply to the Contractor and its employees that administer any system
of records on behalf of the Federal Government under any contract:
1) The Contractor agrees to comply with, and assures the compliance of its employees with, the
information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. §
552a. Among other things, the Contractor agrees to obtain the express consent of the Federal
Government before the Contractor or its employees operate a system of records on behalf of the
Federal Government. The Contractor understands that the requirements of the Privacy Act,
including the civil and criminal penalties for violation of the Act, apply to those individuals
involved, and that failure to comply with the terms of the Privacy Act may result in termination of
the underlying contract.
2) The Contractor also agrees to include these requirements in each subcontract to administer any
system of records on behalf of the Federal Government financed in whole or in part with Federal
assistance provided by FTA.
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ATTACHMENT 4
City of Santa Clarita Request for Proposal #TMF-17-18-20
Included by reference
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