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HomeMy WebLinkAboutR-2023-101 Resolution awarding and authorizing an agreement with CWA, Inc. dba Airport Shuttle, for Yakima-Ellensburg Commuter Services RESOLUTION NO. R-2023-101 A RESOLUTION awarding of RFP 12321P and authorizing an agreement with CWA LLC., dba; Airport Shuttle for Yakima-Ellensburg Commuter Services. WHEREAS, the City posted and published notice on May 26, and 28, 2023 in the Yakima Herald Republic, on the city's webpage, and through Public Purchase.com that RFP No. 12321P was available for competitive bid; and WHEREAS, RFPs were due June 26, 2023 at 11:00 a.m.; proposals that were timely received were publicly opened in City Council Chambers in Yakima, Washington; and WHEREAS, only one responsive RFP was received and evaluated by Purchasing and Transit Management; and WHEREAS, the rate was negotiated with the Vendor and a cost/price analysis was completed to determine that the rate was fair and reasonable pursuant to FTA Circular 4220.1 F; and WHEREAS, CWA LLC., was the only responsive Proposal received from a responsible Proposer; Purchasing and Transit Management recommends the Contract Award be issued to CWA LLC., and that the City Manager execute the Contract; and WHEREAS, this is a two year contract with an estimated amount of$1,050,000; and WHEREAS, the Scope of Work and available budget meet the needs and requirements of the City of Yakima for this procurement, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The RFP is hereby awarded and the City Manager is hereby authorized to execute the Contract with CWA, LLC., attached hereto and incorporated herein by this reference, in the estimated amount of$1,050,000 for the two-year contract term Yakima-Ellensburg Commuter Service for Yakima Transit. ADOPTED BY THE CITY COUNCIL this 18'h day of July 2023. Janice Deccio, Mayor ATTEST: Rosalinda lbarra, City Clerk $ , ' SLAL NG�o? PROFESSIONAL SERVICES AGREEMENT FOR RFP 12321P YAKIMA-ELLENSBURG COMMUTER SERVICES THIS ELLENSBURG-YAKIMA COMMUTER SERVICE CONTRACT (hereinafter"Contract") (hereinafter"Contract") is made and entered into by and between the City of Yakima, a Washington municipal corporation(hereinafter"City"), and CWA, LLC,authorized by the Washington State Utilities and Transportation Commission under an approved UTC License/Exemption to provide transportation services in the Yakima to Ellensburg Corridor(hereinafter"Contractor"). WITNESSETH: The parties, in consideration of the terms and conditions herein, do hereby covenant and agree as follows: 1. Statement of Work The minimum services(hereinafter referred to as"Services")that the Contractor will provide include services described in RFP 12321 P Yakima-Ellensburg Communter Services, which are attached as Exhibit A hereto and incorporated herein by this reference. Contractor shall provide the City with commuter bus services between the cities of Yakima and Ellensburg Monday- Friday with seven round trips during the season and six round trips during the off-season (see Attachment B - Ellensburg-Yakima Commuter Service Schedule). The drivers are expected to stop at every bus stop utilizing the time points established in the Bus Book Bus Schedule. The schedule is anticipated to change each season based on service needs,the ability to meet the time points,funding partner's needs, and other factors. The days of operation required under this contract include every day of the weekday. Service shall not be provided on nationally recognized holidays. Service shall also be reduced when school is not in session at Central Washington University. Dates and scheduling is established in Attachment B and shall be adjusted throughout the year to match Central Washington's school schedule. In order to maintain the reliability of the program, Contractor shall maintain a daily contingency plan in the event that a driver is sick or not able to drive and have additional vehicles with the appropriate capacity available in case of breakdowns, repairs, or needed maintenance. 2. Contract Term This Agreement shall commence on August 1, 2023, and shall terminate June 30, 2025. The city may exercise an option to renew this agreement for up to two additional grant-cycle biennium (July 1, 2025—June 30, 2027; July 1, 2027—June 30, 2029), unless terminated earlier by either party in accordance with Section 30 of this Agreement. Term shall be based on the grant cycle with optional 2-year extensions,for the next two grant cycles. Extensions shall be contingent upon funding. Funding for each grant cycle is determined in February or March, just before the next grant cycle starts. August 1, 2023—June 30, 2025(ends the current grant cycle) July 1, 2025—June 30, 2027(two years) July 1, 2027—June 30, 2029(two years) 3. Compensation A. Compensation for Services. As consideration for the services performed pursuant to this Agreement, the City agrees to compensate Contractor at the rate of $159.86 per vehicle revenue hour for services provided. In no event shall the City pay for services that exceed hours scheduled in Exhibit B. B. Payment for Compensation. Contractor shall provide the City with an itemized invoice/billing no later than thirty(30)calendar days from the end of each month. In the event of a dispute between the parties with regard to this issue, either party may pursue damages or compensation owed, and the provisions of Section 30 shall apply. The City shall make payment to Contractor within twenty (20) calendar days upon receipt of each invoice/billing. In the event the City believes that the services provided by Contractor do not conform to its obligations under this Contract,the City may provide Notice of Default pursuant to Section 30 herein. C. Payment in the Event of Termination. In the event that either party terminates this Agreement pursuant to Section 30, Contractor shall be compensated for services provided under this Agreement up to the effective termination date and time. 4. Price Increases If requested by the Contractor in writing, no later than February 28th prior to the end of each biennium, the City will consider increasing the Contractor's trip rates per the Seattle-Tacoma-Bremerton Consumer Price Index for Urban Wage Earners and Clerical Workers(CPI-W)for the 24-month period of the previous two year term ending June 30 of the year of the request.The City, in its sole discretion, will decide whether to approve or deny the rate increase request or any part thereof. Price increases for any other justifiable reason will be considered on a case-by-case basis. Price increase requests will not be considered or granted until any outstanding reports have been submitted to the City. If approved, a rate increase shall take effect at the start of the next biennium. 5. Passenger Payments A. Fares. Fares shall be charged to each individual using the service over the age of 18. The fare to be charged shall be$5.00 for each one-way trip($10.00 round trip).Anyone the age of 18 and under can ride free with valid ID. No fare changes will be made unless expressly agreed to, in writing, by the City and Contractor. No passengers shall be entitled to a free trip without prior approval from the City of Yakima based on circumstances that warrants a courtesy trip. B. Monthly Passes. Passengers may purchase a monthly pass, which shall act as payment for services provided from other established vendors. No monthly passes shall be sold on the buses or by the drivers or Contractor. C. Service in Yakima. Passengers may use the commuter service within the Yakima Area(between the Firing Center P&R and the Yakima Airport) at a reduced fare when not headed to Ellensburg. The cost for that fare is$1.00 for commuter services provided between the Yakima Airport and the Firing Center P&R. D. Fares. Drivers shall collect fares using Yakima Transit fare boxes. 6. Revenue Service Vehicles A. The Contractor shall provide ADA accessible vehicles appropriate for the service being provided that can operate adequately in the terrain and during extreme weather conditions consistent with the Yakima Valley and meet the passenger demands up to 50 passengers during the peak schedule and up to 15 passengers during the off-peak schedule(See Attachment C). B. All vehicle in operation must be able to accept installation of cameras along with GIS/GPS and Wi- Fi equipment to allow for the vehicle to be tracked on the City of Yakima's GIS website. Contractor shall allow reasonable access to install, repair,or replace this type of equipment and collect related data. C. Contractor shall maintain, secure, and utilize Yakima Transit's fare collection equipment in their vehicles. This includes not only fare boxes, but also passenger counter devices that might be installed. 7. Work Made for Hire All work the Contractor performs under this Contract shall be considered work made for hire,and shall be the property of the City. The City shall own any and all data,documents,plans,copyrights,specifications,working papers,and any other materials the Contractor produces in connection with this Contract. On completion or termination of the Contract, the Contractor shall deliver these materials to the City. 8. Agency Relationship between City and Contractor Contractor shall, at all times, be an independent Contractor and not an agent or representative of City with regard to performance of the Services. Contractor, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the services required under this Agreement. Additionally, and as an independent contractor, Contractor and its employees shall make no claim of City employment nor make any claim against the City for any related employment benefits,social security, retirement benefits or benefits of any kind that are normally an incident of employment. Nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership, or agency between Contractor or any officer, employee, or agent of Contractor and the City. Contractor shall not represent that it is, or hold itself out as, an agent or representative of City. In no event shall Contractor be authorized to enter into any agreement or undertaking for,or on, behalf of City. 9. Prime Contractor Contractor is the Prime Contractor hereunder. The Prime Contractor shall be the sole point of contact with regard to all contractual matters arising hereunder,including the performance of services and the payment of any and all charges resulting from its contractual obligations. 10. Delegation of Professional Services The services provided for herein shall be performed by Contractor, and no person other than regular associates or employees of Contractor shall be engaged on such work or services. Contractor shall not(by contract, operation of law or otherwise) delegate or subcontract performance of any services to any other person or entity without the prior written consent of the City which consent shall not be unreasonably withheld,and except for incidental transit services for unmet demand.Any such delegation or subcontracting without the City's prior written consent shall be voidable at the City's option. No delegation of subcontracting of performance of any of the services, with or without the City's prior written consent, shall relieve Contractor of its responsibility to perform the services in accordance with this Contract. Contractor shall be fully responsible for the performance, acts and omissions of Contractor's employees, Contractor's subcontractors, and any other person who performs or furnishes any services(collectively,the"Support"). Contractor shall at all times be an independent contractor and not an agent or representative of the City with regard to performance of the services. Contractor shall not represent that it is, nor hold itself out as, an agent or representative of the City. In no event shall Contractor be authorized to enter into any agreement or undertaking for or on behalf of the City. Neither the Contractor nor any employee of the Contractor is entitled to any benefits that the City provides its employees. The Contractor is solely responsible for payment of any statutory workers compensation or employer's liability insurance as required by state law. The Contractor will have an active account with the Department of Revenue, other state agencies as needed, and a separate set of books or records that reflect all items of income and expenses of the business that the Contractor is conducting. Contractor shall perform the services in a timely manner and in accordance with the standards of the profession. At the time of performance, Contractor shall be properly licensed, equipped, organized, and financed to perform the services in accordance with this Contract. Subject to compliance with the requirements of this Contract, Contractor shall perform the services in accordance with its own methods. 11. Removal of Subcontractor If dissatisfied with the background, performance, and/or general methodologies of any subcontractor, the City may request in writing that the subcontractor be removed. The Contractor shall comply with this request at once and shall not employ the subcontractor for any further work/services under this Contract. 12. Personal Liability of Public Officers No officer or employee of CITY OF YAKIMA shall be personally liable for any acts or failure to act in connection with this AGREEMENT, it being understood that in such matters they are acting solely as agents of CITY OF YAKIMA. 13. Coordination of the Work The City designates the Transit Manager or a designee as its representative authorized to act on its behalf in the direction of the work under this Agreement. Contractor designates their President or a designee as its representative authorized to act on its behalf in the direction of the work under this Agreement. This authority of the designated official does not extend to issuing directives outside the scope of, or contradictory,to the provisions of this Agreement. Said representative shall have full authority to direct all affairs in respect to the work performed under this Agreement. Any designation beyond those specifically stated herein to act on the authority of either party shall be in writing provided to the other party and revoked in the same manner. 14. Marketing The City of Yakima shall be responsible for marketing the service. Contractor shall provide reasonable responses to the public. 15. General Compliance Assurance The CONTRACTOR agrees to give reasonable guarantees that it and its subcontractors, lessees, and any third-party contractors under this AGREEMENT, will comply with all requirements imposed by, or pursuant to, 49 U.S.C. Ch. 53 and other applicable Federal regulations.The CONTRACTOR agrees to comply with the provisions of 49 CFR Part 18 or 49 CFR Part 19 or FAR, 48 CFR Chapter 1, subpart 31 whichever is applicable, and cost principles as defined in OMB circulars A-87 and A-122. The CONTRACTOR agrees to comply with all instructions as prescribed in WSDOT's Guide to Managing Your Public Transportation Grant,and any amendments thereto. The CONTRACTOR agrees that the United States,any agency thereof,WSDOT and any of WSDOT's representatives,have not only the right to monitor the compliance of the CONTRACTOR with the provisions of this Assurance, but also have the right to seek judicial enforcement with regard to any matter arising under Federal transit laws and regulations, and this Assurance. 16. Reporting Requirements The monthly invoice submitted by the Contractor must be accompanied by progress reports of service rendered in perfomance of the contract broken down for each month detailing; • actual vehicle miles, • actual vehicle revenue miles, • actual vehicle hours, • actual vehicle revenue hours, • unlinked passenger trips, • passenger miles traveled The information submitted needs to fully and accurately represent the service.Reporting shall consist of every boarding and deboarding at each stop. As an express commuter service, no stops are authorized other than the ones listed in the schedule Attachment B-1. All necessary reporting must be submitted to Yakima Transit with any invoice or request for payment. Any deviation from this requirement must be specifically approved in writing by Yakima Transit's Manager in advance. Invoices will not be paid until this information has not been submitted to the City of Yakima. 17. Successors and Assigns A. Neither the City,nor the Contractor,shall assign,transfer,or encumber any rights,duties,or interests accruing from this Contract without the prior written consent of the other. B. The Contractor for itself, and for its heirs, executors, administrators,successors, and assigns, does hereby agree to the full performance of all the covenants herein contained upon the part of the Contractor. 18. Property Rights All records or papers of any sort relating to the City and to the project will at all times be the property of the City and shall be surrendered to the City upon demand. All information concerning the City and said project which is not otherwise a matter of public record or required by law to be made public, is confidential, and the Contractor will not, in whole or part, now or at any time disclose that information without the express written consent of the City. 19. Inspection and Production of Records A. The records relating to the Services shall, at all times, be subject to inspection by and with the approval of the City, but the making of(or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Contract, notwithstanding the City's knowledge of defective or non-complying performance,its substantiality or the ease of its discovery. Contractor shall provide the City sufficient,safe, and proper facilities, and/or send copies of the requested documents to the City. Contractor's records relating to the Services will be provided to the City upon the City's request. B. Contractor shall promptly furnish the City with such information and records which are related to the Services of this Contract as may be requested by the City. Until the expiration of six (6) years after final payment of the compensation payable under this Contract, or for a longer period if required by law or by the Washington Secretary of State's record retention schedule,Contractor shall retain and provide the City access to(and the City shall have the right to examine,audit and copy)all of Contractor's books,documents, papers and records which are related to the Services performed by Contractor under this Contract. C. All records relating to Contractor's services under this Contract must be made available to the City, and the records relating to the Services are City of Yakima records. They must be produced to third parties, if required pursuant to the Washington State Public Records Act, Chapter 42.56 RCW,or by law. All records relating to Contractor's services under this Contract must be retained by Contractor for the minimum period of time required pursuant to the Washington Secretary of State's records retention schedule. D. The terms of this section shall survive any expiration or termination of this Contract. 20. Compliance with Law Contractor agrees to perform all Services under and pursuant to this Contract in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise, including policies adopted by the City, as those laws, ordinances, rules, regulations, and policies now exist or may hereafter be amended or enacted. Contractor shall procure and have all applicable and necessary permits,licenses and approvals of any federal,state,and local government or governmental authority or this project, pay all charges and fees, and give all notices necessary and incidental to the due and lawful execution of the work. Contractor shall procure and have all applicable and necessary permits, licenses and approvals of any federal, state, and local government or governmental authority or this project,pay all charges and fees,and give all notices necessary and incidental to the due and lawful execution of the work. A. Procurement of a City Business License. Contractor must procure a City of Yakima Business License per Chapter 5.02 Section 5.02.010 of the Yakima Municipal Code covering this type of business and shall satisfy all applicable City Code provisions and pay all charges, fees, and taxes associated with said license. Said license shall be obtained prior to the award of any contract. Inquiries as to fees,etc.,should be made to the Office of Code Administration,telephone(509) 575-6121. B. Contractor must provide proof of a valid Washington department of Revenue state excise tax registration number, as required in Title 85 RCW. C. Contractor must provide proof of a valid Washington Unified Business Identification (UBI) number. Contractor must have a current UBI number and not be disqualified from bidding on any public works contract under RCW 39.06.101 or 36.12.065(3). D. Contractor must provide proof of a valid Washington Employment Security Department number as required by Title 50 RCW. E. Foreign (Non-Washington) Corporations: Although the City does not require foreign corporate proposers to qualify in the City,County or State prior to submitting a proposal,it is specifically understood and agreed that any such corporation will promptly take all necessary measures to become authorized to conduct business in the City of Yakima, at their own expense, without regard to whether such corporation is actually awarded the contract, and in the event that the award is made, prior to conducting any business in the City. 21. Federal Requirements and Changes The Contractor shall at all times comply with all applicable Federal Transit Administration (FTA) regulations, 2 CFR 200 Procurement Standards (Attachment A), policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement (Form FTA MA-6 dated October 1, 2001) between Yakima Transit and FTA, as they may be amended or promulgated from time to time during the term of this Agreement. The Contractor's failure to so comply shall constitute a material breach of this Agreement. 22. Nondiscrimination Provision During the performance of this Contract, the Contractor agrees as follows: The Contractor shall not discriminate against any person on the grounds of race, creed,color, religion, national origin, sex, age, marital status, sexual orientation, gender identity, pregnancy, veteran's status, political affiliation or belief,or the presence of any sensory, mental or physical handicap in violation of the Washington State Law Against Discrimination (RCW chapter 49.60)or the Americans with Disabilities Act(42 USC 12101 et seq.). This provision shall include but not be limited to the following: employment, upgrading,demotion,transfer,recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of Services under this Agreement. In the event of the Contractor's noncompliance with the non-discrimination clause of this contract or with any such rules, regulations, or orders, this Contract may be cancelled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for any future City contracts. 23. Civil Rights The CONTRACTOR shall comply with all applicable civil rights laws, regulations and directives, except to the extent that the Federal Government determines otherwise in writing.These include, but are not limited to,the following: A. Nondiscrimination in Federal Transit Programs. The CONTRACTOR agrees to comply,and assures compliance by each third-party contractor, lessee or other participant at any tier, with the provisions of 49 USC§5332,which prohibits discrimination on the basis of race, color, religion, national origin,sex,disability or age, and prohibits discrimination in employment or business opportunity; B. Nondiscrimination-Title VI of the Civil Rights Act. The CONTRACTOR agrees to comply,and assure compliance by each third-party contractor at any tier,with all provisions prohibiting discrimination on the basis of race, color, or national origin of Title VI of the Civil Rights Act of 1964, as amended, 42 USC§§ 2000d et seq.; and U.S. DOT regulations, "Nondiscrimination in Federally-Assisted Programs of the Department of Transportation--Effectuation of Title VI of the Civil Rights Act", 49 CFR Part 21. Except to the extent FTA determines otherwise in writing,the CONTRACTOR also agrees to follow all applicable provisions of the most recent edition of FTA Circular 4702.1A, "Title VI and Title VI-Dependent Guidelines for Federal Transit Assistance Recipients,"to the extent consistent with applicable Federal laws,regulations,and guidance;and U.S. DOJ,"Guidelines for the enforcement of Title VI, Civil Rights Act of 1964,"28 CFR§50.3,and any other applicable Federal guidance that may be issued; C. Equal Employment Opportunity. The CONTRACTOR agrees to comply,and assures compliance by each third-party contractor, lessee or other participant at any tier of the Project, with all equal employment opportunity(EEO) provisions of 49 USC§5332,with requirements of Title VII of the Civil Rights Act of 1964, as amended, 42 USC § 2000e et seq., and any implementing Federal regulations and any subsequent amendments thereto. Except to the extent FTA determines otherwise in writing, the CONTRACTOR also agrees to comply with any applicable Federal EEO directives that may be issued.Accordingly: 1) The CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, disability, age, national origin, or any other group protected under federal or state laws. The CONTRACTOR agrees to take affirmative action to ensure that applicants are employed and that employees are treated during employment, without regard to their race,color, religion,sex,disability, age, or national origin. Such action shall include, but not be limited to, 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. The CONTRACTOR shall also comply with any implementing requirements FTA may issue. 2) If the CONTRACTOR is required to submit and obtain Federal Government approval of its EEO program,that EEO program approved by the Federal Government is incorporated by reference and made part of this AGREEMENT. Failure by the CONTRACTOR to carry out the terms of that EEO program shall be treated as a violation of this AGREEMENT. Upon notification to the CONTRACTOR of its failure to carry out the approved EEO program, the Federal Government may impose such remedies, as it considers appropriate, including termination of federal financial assistance, or other measures that may affect the CONTRACTOR's eligibility to obtain future federal financial assistance for transportation projects. D. Nondiscrimination on the Basis of Sex. The CONTRACTOR agrees to comply with all applicable requirements of Title IX of the Education Amendments of 1972, as amended, 20 USC§§ 1681 et seq. and with any implementing Federal regulations that prohibit discrimination on the basis of sex that may be applicable. E. Nondiscrimination on the basis of Age. The CONTRACTOR agrees to comply with applicable requirements of: 1) The Age Discrimination Act of 1975, as amended, 42 USC§§6101 et seq., and with implementing U.S. Health and Human Services regulations, "Nondiscrimination on the Basis of Age in Programs and Activities Receiving Federal Financial Assistance", 45 CFR Part 90, which prohibits discrimination on the basis of age. 2) The Age Discrimination in Employment Act (ADEA) 29 USC §§ 621 through 634 and with implementing U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, "Age Discrimination in Employment Act"29 CFR Part 1625. F. Disabilities-Employment. In accordance with section 102 of the Americans with Disabilities Act, as amended,42 USC§12112,the CONTRACTOR agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 CFR Part 1630, pertaining to employment of persons with disabilities. In addition,the CONTRACTOR agrees to comply with any implementing requirements FTA may issue. G. Disabilities-Access. The CONTRACTOR agrees to comply with all applicable requirements of section 504 of the Rehabilitation Act of 1973, as amended, 29 USC § 794, which prohibit discrimination on the basis of handicap;with the Americans with Disabilities Act of 1990(ADA),as amended,42 USC§§12101 et seq.,which requires the provision of accessible facilities and services to be made available to persons with disabilities; and the Architectural Barriers Act of 1968, as amended, 42 USC§§4151 et seq, which requires that buildings and public accommodations be accessible to persons with disabilities and with other laws and amendments thereto pertaining to access for individuals with disabilities that may be applicable. In addition, the Recipient agrees to comply with applicable implementing Federal regulations and any later amendments thereto, and agrees to follow applicable Federal directives except to the extent FTA approves otherwise in writing. Among those regulations and directives are the following: U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 CFR Part 37; U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance," 49 CFR Part 27; Joint U.S. Architectural and Transportation Barriers Compliance Board U.S. DOT regulations; "Americans with Disabilities(ADA)Accessibility Specifications for Transportation Vehicles," 36 CFR Part 1192 and 49 CFR Part 38; U.S. DOJ regulations,"Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 CFR Part 35; U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 CFR Part 36; U.S. GSA regulations, "Accommodations for the Physically Handicapped," 41 CFR Subpart 101-19; U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 CFR Part 1630; U.S. Federal Communications Commission regulations, "Telecommunications Relay Services and Related Custom Premises Equipment for the Hearing and Speech Disabled," 47 CFR Part 64, Subpart F; U.S. Architectural and Transportation Barriers Compliance Board (ATBCB) regulations, "Electronic and Information Technology Accessibility Standards" 36 CFR Part 1194; FTA regulations, "Transportation for Elderly and Handicapped Persons,"49 CFR Part 609; and Federal civil rights and nondiscrimination directives implementing the foregoing regulations, except to the extent the Federal Government determines otherwise in writing. H. Drug or Alcohol Abuse. Confidentiality and Other Civil Rights Protections. The CONTRACTOR agrees to comply with the confidentiality and other civil rights provisions of the Drug Abuse Office and Treatment Act of 1972, as amended 21 USC §§ 1101 et seq.; with the Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970, as amended;42 USC§§4541 et seq.;and comply with the Public Health Service Act of 1912, as amended,42 USC§§290dd through 290dd-2, and any amendments to these laws.The CONTRACTOR understands the requirements of confidentiality concerning persons covered and/or receiving services and/or treatment regarding alcohol and drug abuse, as defined in the aforementioned acts as applicable, including any civil and criminal penalties for not complying with the requirements of confidentiality and that failure to comply with such requirements may result in termination of this AGREEMENT. Access to Services for Persons with Limited English Proficiency. The CONTRACTOR agrees to comply with the policies of Executive Order No.13166,"Improving Access to Services for Persons with Limited English Proficiency,"42 USC§2000d-1 note,and with provisions of U.S. DOT Notice"DOT Policy Guidance Concerning Recipients' Responsibilities to Limited English Proficiency(LEP) Persons,"70 Fed. Reg. 74087, December 14, 2005. J. Environmental Justice. The CONTRACTOR agrees to comply with the policies of Executive Order No. 12898, "Federal Actions to Address Environmental Justice in Minority populations and Low-Income Populations",42 USC§4321 note;and DOT Order 5610.2,"Department of Transportation Actions to address Environmental Justice in Minority Populations and Low-Income Populations," 62 Fed. Reg. 18377 et seq., April 15, 1997, and The most recent and applicable edition of FTA Circular 4703.1, "Environmental Justice Policy Guidance for Federal Transit Administration Recipients,"August 15,2012,except to the extent that the Federal Government determines otherwise in writing. K. Other Nondiscrimination Statutes. The CONTRACTOR agrees to comply with all applicable provisions of other Federal laws, regulations, and directives pertaining to and prohibiting discrimination and other nondiscrimination statute(s)that may apply to the Project including chapter 49.60 RCW. 24. Participation of Disadvantaged Business Enterprises To the extent applicable, the CONTRACTOR shall take the following measures to facilitate participation by disadvantaged business enterprises(DBE)in the Project: A. The CONTRACTOR agrees to comply with section 1101(b)of MAP-21,23 USC§101 note,and U.S. DOT regulations, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs,"49 CFR Part 26;and Federal transit law,specifically 49 USC§5332. B. The CONTRACTOR agrees that it shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any third-party contract, or sub-agreement supported with federal assistance derived from the U.S. DOT or in the administration of its DBE program or the requirements of 49 CFR Part 26. The CONTRACTOR agrees to take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of all third-party contracts and sub-agreements supported with federal assistance derived from the U.S. DOT. The CONTRACTOR's DBE program, as required by 49 CFR Part 26 and approved by the U.S. DOT, is incorporated by reference and made part of this AGREEMENT. Implementation of the DBE program is a legal obligation,and failure to carry out its terms shall be treated as violation of this AGREEMENT. Upon notification to the CONTRACTOR of its failure to implement its approved DBE program, the U.S. DOT may impose sanctions as provided for under 49 CFR Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 USC § 1001, and/or the Program Fraud Civil Remedies Act, 31 USC§§3801 et seq. 25. Pay Transparency Nondiscrimination Provision The Contractor will not discharge or in any other manner discriminate against employees or applicants because they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However, employees who have access to the compensation information of other employees or applicants as a part of their essential job functions cannot disclose the pay of other employees or applicants to individuals who do not otherwise have access to compensation information, unless the disclosure is(a)in response to a formal complaint or charge, (b) in furtherance of an investigation,proceeding,hearing,or action,including an investigation conducted by the employer, or(c)consistent with the contractor's legal duty to furnish information. 26. Indemnification and Hold Harmless A, Contractor shall take all necessary precautions in performing the Services to prevent injury to persons or property. The Contractor agrees to release, indemnify, defend, and hold harmless the City, its elected and appointed officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers from all liabilities, losses, damages, and expenses related to all claims, suits, arbitration actions, investigations, and regulatory or other governmental proceedings arising from or in connection with this Agreement or the acts, failures to act, errors or omissions of the Contractor, or any Contractor's agent or subcontractor, in performance of this Agreement. B. Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers'compensation acts, disability benefit acts or any other benefits acts or programs. Contractor shall require that its subcontractors, and anyone directly or indirectly employed or hired by Contractor, and anyone for whose acts Contractor may be liable in connection with its performance of this Agreement,comply with the terms of this paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for actions brought by their respective employees. The Parties acknowledge that they have mutually negotiated this waiver. C. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend,shall be only to the extent of the Contractor's negligence. D. Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification in any third party. E. The terms of this Section shall survive any expiration or termination of this Contract. 27. Contractor's Liability Insurance At all times during performance of the Services and this Contract, Contractor shall secure and maintain in effect insurance to protect the City and Contractor from and against any and all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract. Contractor shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest of the public. Contractor shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and outlined herein. A copy of the additional insured endorsement attached to the policy shall be included with the certificate. This Certificate of insurance shall be provided to the City, prior to commencement of work. Failure of City to demand such verification of coverage with these insurance requirements or failure of City to identify a deficiency from the insurance documentation provided shall not be construed as a waiver of Contractor's obligation to maintain such insurance. The following insurance is required. These limits can be satisfied with any combination of uderlying limits and umbrella: A. Commercial Liability Insurance: Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance and additional insured endorsements as proof of commercial liability insurance with a minimum liability limit of Ten Million Dollars (10,000,000.00) per occurrence,combined single limit bodily injury and property damage,and Ten Million Dollars(10,000,000.00) general aggregate. If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City,its elected and appointed officials,employees,agents,attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The certificate of insurance and additional insured endorsements shall name the City of Yakima, its elected and appointed officials, employees,agents,attorneys and volunteers as additional insureds,and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. B. Automobile Liability Insurance: Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of automobile liability insurance with a minimum liability limit of Ten Million Dollars(10,000.000.00)per occurrence. If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The certificate of insurance and additional insured endorsements shall name the City of Yakima, its elected and appointed officials,employees,agents,attorneys and volunteers as additional insureds,and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. The business auto liability shall include Hired and Non-Owned coverage if necessary. C. Employer's Liability(Stop Gap): Contractor and all subcontractor(s)shall at all times comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable,and shall maintain Employer's Liability insurance with a limit of no less than $1,000,000.00. The City shall not be held responsible in any way for claims filed by Contractor or its employees for services performed under the terms of this Contract. Contractor agrees to assume full liability for all claims arising from this Contract including claims resulting from negligent acts of all subcontractor(s). Contractor is responsible to ensure subcontractor(s)have insurance as needed. Failure of subcontractors(s)to comply with insurance requirements does not limit Contractor's liability or responsibility. D. Workers Compensation:The contractor shall also maintain workers compensation through the State of Washington. Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Contract. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements,defense costs,or other payments made by Contractor's insurance. All additional insured endorsements required by this Section shall include an explicit waiver of subrogation. If at any time during the life of the Contract,or any extension, Contractor fails to maintain the required insurance in full force and effect, all work under the contract shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the Contract. 28. Severability If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms,conditions or applications which can be given effect without the invalid term, condition or application. To this end,the terms and conditions of this Contract are declared severable. 29. Contract Documents This Contract, the Request for Qualifications & Proposals No. 12312P and Yakima-Ellensburg Commuter Services Scope of Work,including conditions,addenda,attachments,and modifications and Contractor's proposal(to the extent consistent with Yakima City documents)constitute the Contract Documents and are complementary. In case of conflict or ambiguity, the documents shall have the following priority for the purpose of interpreting the terms, covenants, conditions, or duties therein: Specific Federal and State laws and the terms of this Contract, in that order respectively, supersede other inconsistent provisions.The parties acknowledge that there are no other representations,agreements, or conditions not specifically referred to or set forth in the foregoing documents which are a part of this Agreement. These Contract Documents are on file in the Office of the Purchasing Manager, 129 No, 2nd St.,Yakima, WA, 98901, and are hereby incorporated by reference into this Contract. 30. Termination A. Termination for Convenience CITY OF YAKIMA and/or the CONTRACTOR may suspend or terminate this AGREEMENT, in whole or in part, and all or any part of the federal and/or state financial assistance provided herein, with 90 days written notice to the other PARTY in accordance with 49 CFR Part 18 § 18.44 or 49 CFR Part 19 § 19.61, as applicable. CITY OF YAKIMA and the CONTRACTOR shall agree upon the AGREEMENT termination provisions including but not limited to the settlement terms, conditions, and in the case of partial termination the portion to be terminated.Written notification must set forth the reasons for such termination,the effective date, and in case of a partial termination, the portion to be terminated. However, if, in the case of partial termination, CITY OF YAKIMA determines that the remaining portion of the award will not accomplish the purposes for which the award was made CITY OF YAKIMA may terminate the award in its entirety. CITY OF YAKIMA and/or the CONTRACTOR may terminate this AGREEMENT for convenience for reasons including, but not limited to,the following: 1) The requisite federal and/or state funding becomes unavailable through failure of appropriation or otherwise; 2) CITY OF YAKIMA determines, in its sole discretion, that the continuation of the Project would not produce beneficial results commensurate with the further expenditure of federal and/or state funds; 3) The CONTRACTOR is prevented from proceeding with the Project as a direct result of an Executive Order of the President with respect to the prosecution of war or in the interest of national defense; or an Executive Order of the President or Governor of the State with respect to the preservation of energy resources; 4) The CONTRACTOR is prevented from proceeding with the Project by reason of a temporary preliminary, special, or permanent restraining order or injunction of a court of competent jurisdiction where the issuance of such order or injunction is primarily caused by the acts or omissions of persons or agencies other than the CONTRACTOR; 5) The Federal Government and/or State Government determines that the purposes of the statute authorizing the Project would not be adequately served by the continuation of federal and/or state financial assistance for the Project; 6) The Federal Government terminates this AGREEMENT due to a determination that the CONTRACTOR has: (a) willfully misused Federal assistance Funds by failing to make adequate progress on the Project, (b) failed to make reasonable and appropriate use of the Project real property,facilities,or equipment, or(c)failed to comply with the terms of this AGREEMENT. In the event of a termination under this subsection, and the Federal Government exercises its right to require CITY OF YAKIMA to refund any or all of the Federal Funds provided for the Project, the CONTRACTOR shall return all monies reimbursed to it by CITY OF YAKIMA,in the amount required by the Federal Government, within sixty (60) days of its receipt of a certified letter from CITY OF YAKIMA; or, 7) In the case of termination for convenience under subsections A.1 through A.5 above, CITY OF YAKIMA shall reimburse the CONTRACTOR for all costs payable under this AGREEMENT which the CONTRACTOR properly incurred prior to termination. The CONTRACTOR shall promptly submit its claim for reimbursement to CITY OF YAKIMA. If the CONTRACTOR has any property in its possession belonging to CITY OF YAKIMA, the CONTRACTOR will account for the same, and dispose of it in the manner CITY OF YAKIMA directs. B. Termination for Cause CITY OF YAKIMA may suspend or terminate this AGREEMENT for default, in whole or in part, and all or any part of the federal financial assistance provided herein,at any time by written notice to the CONTRACTOR, if the CONTRACTOR materially breaches or fails to perform any of the requirements of this AGREEMENT, including: 1) Takes any action pertaining to this AGREEMENT without the approval of CITY OF YAKIMA, which under the procedures of this AGREEMENT would have required the approval of CITY OF YAKIMA; 2) Jeopardizes its ability to perform pursuant to the AGREEMENT, Federal, Washington, or local governmental laws under which the CONTRACTOR operates. 3) Fails to make reasonable progress on the Project or other violation of this AGREEMENT that endangers substantial performance of the Project; or 4) Fails to perform in the manner called for in this AGREEMENT or fails to comply with,or is in violation of, any provision of this AGREEMENT. CITY OF YAKIMA shall serve a notice of termination on the CONTRACTOR setting forth the manner in which the CONTRACTOR is in default hereunder. If it is later determined by CITY OF YAKIMA that the CONTRACTOR had an excusable reason for not performing,such as events which are not the fault of or are beyond the control of the CONTRACTOR, such as a strike,fire or flood, CITY OF YAKIMA may: (a)allow the CONTRACTOR to continue work after setting up a new delivery of performance schedule,or(b)treat the termination as a termination for convenience. C. CITY OF YAKIMA, in its sole discretion may, in the case of a termination for breach or default,allow the CONTRACTOR ten (10) business days, or such longer period as determined by CITY OF YAKIMA, in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions. If the CONTRACTOR fails to remedy to CITY OF YAKIMA's satisfaction the breach or default within the timeframe and under the conditions set forth in the notice of termination, CITY OF YAKIMA shall have the right to terminate this AGREEMENT without any further obligation to CONTRACTOR. Any such termination for default shall not in any way operate to preclude CITY OF YAKIMA from also pursuing all available remedies against CONTRACTOR and its sureties for said breach or default. D. In the event that CITY OF YAKIMA elects to waive its remedies for any breach by CONTRACTOR of any covenant,term or condition of this AGREEMENT,such waiver by CITY OF YAKIMA shall not limit CITY OF YAKIMA's remedies for any succeeding breach of that or of any other term,covenant, or condition of this AGREEMENT. 31. Dispute Resolution In the event that any dispute shall arise as to the interpretation of this agreement, or in the event of a notice of default as to whether such default does constitute a breach of the contract, and if the parties hereto cannot mutually settle such differences,then the parties shall first pursue mediation as a means to resolve the dispute. If the afore mentioned methods are either not successful then any dispute relating to this Agreement shall be decided in the courts of Yakima County, in accordance with the laws of Washington. If both parties consent in writing,other available means of dispute resolution may be implemented. 32. Substitution The Contractor shall not substitute or deviate from said specifications of this Contract without a written amendment, signed by the City Manager,or pursuant to Section 72 below entitled"Change or Notice". Any violation of this procedure by the Contractor will be considered cause for immediate cancellation of the Contract for cause by the City. 33. Contractor Shall Furnish Except as otherwise specifically provided in this Contract, Contractor shall furnish the following, all as the same may be required to perform and provide the services in accordance with the terms of this Contract: personnel, labor, products and supervision; and technical, professional and other services. All such services, products, property and other items furnished or required to be furnished, together with all other obligations performed or required to be performed, by Contractor under this Contract are sometime collectively referred to in this Contract as the"(Services)." 34. Complementary Provisions All provisions of this Contract are intended to be complementary, and any services required by one and not mentioned in another shall be performed to the same extent as though required by all. Details of the services that are not necessary to carry out the intent of this Contract, but that are not expressly required, shall be performed or furnished by Contractor as part of the services,without any increase in the compensation otherwise payable under this Contract. 35. Invoices The City will use its best efforts to pay each of Contractor's invoices within thirty(30)days after the City's receipt and verification thereof; provided, however, that all such payments are expressly conditioned upon Contractor providing services hereunder that are satisfactory to the City. The City will notify the Contractor promptly if any problems are noted with the invoice. To insure prompt payment, each invoice should cite purchase order number, RFQP number, detailed description of work,unit and total price,discount term and include the Contractor's name and return remittance address. Contractor will mail invoices to the City at the following address: City of Yakima Attn: Gregory Story,Transit Assistant Manager 2301 Fruitvale Boulevard Yakima,WA 98902 36. Taxes and Assessments Contractor shall be solely responsible for compensating its employees and shall pay all taxes, deductions, and assessments,including but not limited to federal income tax,FICA,social security tax,assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Contractor shall pay the same before it becomes due. 37. Contractor Tax Delinquency Contractors who have a delinquent Washington tax liability may have their payments offset by the State of Washington. 38. Inspection: Examination of Records The Contractor agrees to furnish the City with reasonable periodic reports and documents as it may request and in such form as the City requires pertaining to the work or services undertaken pursuant to this Agreement. The costs and obligations incurred or to be incurred in connection therewith, and any other matter are to be covered by this Agreement. The records relating to the services shall, at all times, be subject to inspection by and with the approval of the City,but the making of(or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the services in accordance with this Contract, notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. Contractor shall provide the City sufficient, safe, and proper facilities and equipment for such inspection and free access to such facilities. 39. Recordkeeping and Record Retention The Contractor shall establish and maintain adequate records of all expenditures incurred under the contract. All records must be kept in accordance with generally accepted accounting procedures. All procedures must be in accordance with federal,state and local ordinances. The City shall have the right to audit,review,examine,copy,and transcribe any pertinent records or documents relating to any contract resulting from this proposal held by the Contractor. The Contractor will retain all documents applicable to the contract for a period of not less than three(3)years after final payment is made. 40. Accounting Records A. Project Accounts. The CONTRACTOR agrees to establish and maintain for the Project either a separate set of accounts or separate accounts within the framework of an established accounting system that can be identified with the Project, in accordance with applicable federal regulations and other requirements that FTA may impose. The CONTRACTOR agrees that all checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to the Project shall be clearly identified, readily accessible,and available to CITY OF YAKIMA and FTA upon request,and,to the extent feasible, kept separate from documents not pertaining to the Project. B. Funds Received or Made Available for the Project. The CONTRACTOR agrees to deposit in a financial institution, all Project payments it receives from the Federal Govemment and record in the Project Account all amounts provided by the Federal Government in support of this Grant AGREEMENT or Cooperative AGREEMENT and all other funds provided for,accruing to, or otherwise received on account of the Project (Project funds) in accordance with applicable Federal regulations and other requirements FTA may impose. Use of financial institutions owned at least 50 percent by minority group members is encouraged. C. Documentation of Project Costs. The CONTRACTOR agrees to support all allowable costs charged to the Project, including any approved services contributed by the CONTRACTOR or others, with properly executed payrolls,time records, invoices, contracts,or vouchers describing in detail the nature and propriety of the charges. D. Checks, Orders, and Vouchers. The CONTRACTOR agrees to refrain from drawing checks, drafts, or orders for goods or services to be charged against the Project Account until it has received and filed a properly signed voucher describing in proper detail the purpose for the expenditure. 41. Audit, Inspections and Retention of Records A. Submission of Proceedings, Contracts, Agreements, and Other Documents. During the course of the Project and for six(6)years thereafter,the CONTRACTOR agrees to retain intact and to provide any data, documents, reports, records, contracts, and supporting materials, both paper and electronic, relating to the Project as CITY OF YAKIMA may require.Reporting and record-keeping requirements are set forth in 49 CFR Part 18 or 19, whichever is applicable. Project closeout does not alter these recording and record-keeping requirements. Should an audit, enforcement, or litigation process be commenced, but not completed,during the aforementioned six-year period then the CONTRACTOR's obligations hereunder shall be extended until the conclusion of that pending audit, enforcement,or litigation process. B. General Audit Requirements. The CONTRACTOR agrees to perform the financial and compliance audits required by the Single Audit Act Amendments of 1996,31 USC§§7501 et seq.As provided by 49 CFR § 18.26 or 19.26, whichever is applicable, these audits must comply with OMB Circular A-133, Revised, "Audits of States, Local Governments, and Non-Profit Organizations," and the latest applicable OMB A-133 Compliance Supplement provisions for the U.S. DOT, and any further revision or supplement thereto. The CONTRACTOR agrees that audits will be carried out in accordance with U.S. General Accounting Office "Government Auditing Standards." The CONTRACTOR agrees to obtain any other audits required by the Federal Government or CITY OF YAKIMA. Project closeout will not alter the CONTRACTOR's audit responsibilities. C. Inspection. The CONTRACTOR agrees to permit CITY OF YAKIMA, the State Auditor, the United States Department of Transportation, and the Comptroller General of the United States, or their authorized representatives, to inspect all Project work materials, payrolls, and other data and records, and to audit the books, records, and accounts of the CONTRACTOR and its subcontractors pertaining to the Project. The CONTRACTOR agrees to require each third-party contractor whose contract award is not based on competitive bidding procedures as defined by the United States Department of Transportation to permit CITY OF YAKIMA,the State Auditor,the United States Department of Transportation,and the Comptroller General of the United States,or their duly authorized representatives,to inspect all work,materials,payrolls,and other data and records involving that third-party contract, and to audit the books, records, and accounts involving that third-party contract as it affects the Project as required by 49 USC§5325(g). 42. Confidential, Proprietary and Personally Identifiable Information Contractor shall not use Confidential, Proprietary or Personally Identifiable Information of City for any purpose other than the limited purposes set forth in this Contract, and all related and necessary actions taken in fulfillment of the obligations there under. Contractor shall hold all Confidential Information in confidence, and shall not disclose such Confidential Information to any persons other than those directors,officers,employees,and agents("Representatives") who have a business-related need to have access to such Confidential Information in furtherance of the limited purposes of this Contract and who have been apprised of, and agree to maintain, the confidential nature of such information in accordance with the terms of this Contract. Contractor shall institute and maintain such security procedures as are commercially reasonable to maintain the confidentiality of the Confidential Information while in its possession or control including transportation, whether physically or electronically. Contractor shall ensure that all indications of confidentiality contained on or included in any item of Confidential Information shall be reproduced by Contractor on any reproduction, modification, or translation of such Confidential Information. If requested by the City in writing, Contractor shall make a reasonable effort to add a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain Confidential Information of the City, as directed. Contractor shall maintain all Confidential Information as confidential for a period of three (3) years from the date of termination of this Contract, and shall return or destroy said Confidential Information as directed by the City in writing. Contractor may disclose Confidential Information in connection with a judicial or administrative proceeding to the extent such disclosure is required under law or a court order, provided that the City shall be given prompt written notice of such proceeding if giving such notice is legally permissible. 43. Procurement The CONTRACTOR shall make purchases of any incidental goods or supplies essential to this AGREEMENT through procurement procedures approved in advance by CITY OF YAKIMA and consistent with the following provisions: A. General Procurement Requirements. The CONTRACTOR shall comply with third-party procurement requirements of 49 U.S.C.Ch.53 and other applicable Federal laws in effect now or as subsequently enacted; with the United States Department of Transportation (U.S. DOT) third-party procurement regulations of 49 CFR§ 18.36 or 49 CFR§ 19.40 through 19.48 and other applicable Federal regulations pertaining to third- party procurements and subsequent amendments thereto. The CONTRACTOR shall also comply with the provisions of FTA Circular 4220.1 F, "Third Party Contracting Guidance," November 1, 2008, and any later revision thereto, except to the extent FTA determines otherwise in writing, which by this reference are incorporated herein; and any reference therein to"Grantee"shall mean CONTRACTOR. B. Full and Open Competition. In accordance with 49 USC § 5325(a), the CONTRACTOR agrees to conduct all procurement transactions in a manner that provides full and open competition as determined by FTA. C. Preference for United States Products and Services. To the extent applicable,the CONTRACTOR agrees to comply with the following U.S. preference requirements: 2) Buy America. The CONTRACTOR agrees to comply with 49 USC§5323(j), with FTA regulations, "Buy America Requirements,"49 CFR Part 661, and any later amendments thereto. 3) Cargo Preference—Use of United States-Flag Vessels. The CONTRACTOR agrees to comply with 46 USC § 55305 and U.S. Maritime Administration regulations, "Cargo Preference—U.S.-Flag Vessels,"46 CFR Part 381,to the extent those regulations apply to the Project. 4) Fly America. The CONTRACTOR understands and agrees that the Federal Govemment will not participate in the costs of international air transportation of any persons involved in or property acquired for the Project unless that air transportation is provided by U.S.-flag air careers to the extent service by U.S.-flag air carriers is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 1974, as amended, 49 USC § 40118, and with U.S. GSA regulations,"Use of United States Flag Air Carriers,"41 CFR§§301-10.131 through 301-10.143. D. Preference for Recycled Products. To the extent applicable,The CONTRACTOR agrees to comply with U.S. Environmental Protection Agency(U.S.EPA),"Comprehensive Procurement Guideline for Products Containing Recovered Materials", 40 CFR Part 247, which implements section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 as amended,42 USC§ 6962.Accordingly,the CONTRACTOR agrees to provide a competitive preference for products and services that conserve natural resources, protect the environment, and are energy efficient, except to the extent that the Federal Government determines otherwise in writing. E. Geographic Restrictions. The CONTRACTOR agrees to not use any state or local geographic preference, except those expressly mandated or encouraged by federal statute or as permitted by FTA. F. Government Orders. In case any lawful government authority shall make any order with respect to the Project or Project Equipment, or any part thereof, or the PARTIES hereto or either PARTY, the CONTRACTOR shall cooperate with CITY OF YAKIMA in carrying out such order and will arrange its operation and business so as to enable CITY OF YAKIMA to comply with the terms of the order. 44. Ethics A. Code of Ethics. The CONTRACTOR agrees to maintain a written code or standards of conduct that shall govern the performance of its officers,employees, board members,or agents engaged in the award and administration of contracts, subagreements, leases, third-party contracts, or other arrangements supported by federal assistance. The code or standards shall provide that the CONTRACTOR's officers, employees, board members,or agents may neither solicit nor accept gratuities,favors,or anything of monetary value from any present or potential subcontractor, lessee, sub-recipient,or participant at any tier of the Project,or agent thereof. The CONTRACTOR may set de minimis rules where the financial interest is not substantial, or the gift is an unsolicited item of nominal intrinsic value. These codes or standards shall prohibit the CONTRACTOR's officers,employees,board members,or agents from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. As permitted by state or local law or regulations, such code or standards shall include penalties, sanctions, or other disciplinary actions for violations by the CONTRACTOR's officers, employees, board members, or agents,or by subcontractors, lessees,sub-recipients,other participants,or their agents.The CONTRACTOR must fully comply with all the requirements and obligations of chapter 42.52 RCW that govern ethics in state and local governments. 1) Personal Conflict of Interest. The CONTRACTOR's code or standards shall prohibit the CONTRACTOR's employees,officers, board members,or agents from participating in the selection, award, or administration of a contract supported by Federal Funds if a real or apparent conflict of interest would be involved.Such a conflict would arise when any of the PARTIES set forth below has a financial or other interest in the firm or entity selected for award: a) The employee, officer, board member, or agent; b) Any member of his or her immediate family; c) His or her partner; or d) An organization that employs,or is about to employ, any of the above. 2) Organizational Conflict of Interest. The CONTRACTOR's code or standard of conduct must include procedures for identifying and preventing real and apparent organizational conflicts of interest. An organizational conflict of interest exists when the nature of the work to be performed under a proposed third-party contract, subagreement, lease, or other arrangement at any tier may, without some restrictions on future activities, result in an unfair competitive advantage to the subrecipient, lessee,third-party contractor,or other participant ant any tier of the Project or impair its objectivity in performing the work under this AGREEMENT. C. Debarment and Suspension.The CONTRACTOR agrees to comply, and assures the compliance of each sub-recipient, lessee, third-party contractor, or other participant at any tier of the project, with the requirements of Executive Orders Numbers 12549 and 12689, "Debarment and Suspension,"31 USC§6101 note, and U.S. DOT regulations, "Non-procurement Suspension and Debarment" 2 CFR Part 1200, which adopts and supplements the provisions of U.S. Office of Management and Budget(U.S. OMB)"Guidelines to Agencies on Government-wide Debarment and Suspension (Non-procurement)," 2 CFR Part 180. The CONTRACTOR agrees to, and assures that its subrecipients, lessees, third-party contractors, and other participants at any tier of the Project will,search the Excluded Parties Listing System records at www.sam.gov before entering into any third subagreement, lease, third-party contract, or other arrangement in connection with the Project, and will include a similar term or condition in each of its lower-tier covered transactions. D. Bonus or Commission. The CONTRACTOR affirms that it has not paid,and agrees not to pay, any bonus or commission to obtain approval of its application for federal financial assistance for this Project. E. Relationships with Employees and Officers of CITY OF YAKIMA. The CONTRACTOR shall not extend any loan, gratuity or gift of money in any form whatsoever to any employee or officer of CITY OF YAKIMA, nor shall the CONTRACTOR rent or purchase any equipment and materials from any employee or officer of CITY OF YAKIMA. F. Restrictions on Lobbying. The CONTRACTOR agrees to: 1) Comply with 31 USC § 1352(a) and will not use Federal assistance to pay the costs of influencing any officer or employee of a Federal agency, Member of Congress,officer of Congress or employee of a member of Congress, in connection with making or extending the Grant AGREEMENT or Cooperative Agreement; and 2) Comply,and assure compliance by each subcontractor at any tier, each lessee at any tier and each sub-recipient at any tier,with applicable requirements of U.S. DOT regulations, "New Restriction on Lobbying,"49 CFR Part 20, modified as necessary by 31 USC§ 1352; and 3) Comply with federal statutory provisions to the extent applicable prohibiting the use of Federal assistance Funds for activities designed to influence Congress or a state legislature on legislation or appropriations, except through proper, official channels. G. Employee Political Activity. To the extent applicable,the CONTRACTOR agrees to comply with the provisions of the Hatch Act,5 USC§§1501 through 1508,and§§7324 through 7326,and Office of Personnel Management regulations, "Political Activity of State or Local Officers or Employees," 5 CFR Part 151. The Hatch Act limits the political activities of state and local agencies and their officers and employees, whose principal employment activities are financed in whole or in part with Federal Funds including a loan,grant, or cooperative agreement. Nevertheless,in accordance with 49 USC§5307(k)(2)(B)and 23 USC§142(g),the Hatch Act does not apply to a non-supervisory employee of a public transportation system (or of any other agency or entity performing related functions) receiving assistance pursuant to MAP-21 or SAFETEA-LU provisions and/or receiving FTA assistance to whom the Hatch Act does not otherwise apply. H. False or Fraudulent Statements or Claims. The CONTRACTOR acknowledges and agrees that: 1) Civil Fraud.The Program Fraud Civil Remedies Act of 1986, as amended, 31 USC§§3801 et seq., and U.S. DOT regulations, "Program Fraud Civil Remedies,"49 CFR Part 31, apply to its activities in connection with the Project. Accordingly, by executing this AGREEMENT, the CONTRACTOR certifies or affirms the truthfulness and accuracy of each statement it has made, it makes, or it may make in connection with the Project covered by this AGREEMENT. In addition to other penalties that may apply,the CONTRACTOR also acknowledges that if it makes a false,fictitious,or fraudulent claim, statement, submission, or certification to the Federal Government, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986, as amended, on the CONTRACTOR to the extent the Federal Government deems appropriate. 2) Criminal Fraud. If the CONTRACTOR makes a false, fictitious, or fraudulent claim, statement, submission, certification, assurance, or representation to the Federal Government or includes a false, fictitious, or fraudulent statement or representation in any agreement in connection with this Project authorized under 49 USC Chapter 53 or any other federal law, the Federal Government reserves the right to impose on the CONTRACTOR the penalties of 49 USC §5323(1), 18 USC § 1001 or other applicable Federal law to the extent the Federal Government deems appropriate. Trafficking in Persons. To the extent applicable, the CONTRACTOR agrees to comply with, and assures the compliance of each subrecipient with,the requirements of the subsection 106(g)of the Trafficking Victims Protection Act of 2000(TVPA),as amended,22 USC§7104(g), and the provisions of this Subsection 3.g of FTA Master Agreement(19) dated October 1, 2012, which by this reference is incorporated herein as if fully set out in this AGREEMENT, and any amendments thereto, which is accessible at http://www.fta.dot.gov/documents/19-Master.pdf consistent with U.S. OMB guidance,"Trafficking in Persons: Grants and Cooperative Agreements,"2 CFR Part 175. 45. Labor Provisions A. Contract Work Hours and Safety Standards Act. The CONTRACTOR shall comply with, and shall require the compliance by each subcontractor at any tier, any applicable employee protection requirements for non-construction employees as defined by the Contract Work Hours and Safety Standards Act, as amended,40 USC§3701 et seq.,and specifically,the wage and hour requirements of section 102 of that Act at 40 USC§ 3702 and USDOL regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Non- construction Contracts Subject to the Contract Work Hours and Safety Standards Act)"at 29 CFR Part 5; and the safety requirements of section 107 of that Act at 40 USC§3704,and implementing U.S. DOL regulations, "Safety and Health Regulations for Construction,"29 CFR Part 1926. B. Fair Labor Standards Act. The CONTRACTOR agrees that the minimum wage and overtime provisions of the Fair Labor Standards Act, as amended, 29 USC §§ 201 et seq., apply to employees performing work involving commerce, and apply to any local government employees that are public transit authority employees. The CONTRACTOR shall comply with the Fair Labor Standards Act's minimum wage and overtime requirements for employees performing work in connection with the Project. C. 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 forty (40) hours in such workweek 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 work week. D. Payrolls and Basic Records. Payrolls and basic records relating thereto shall be maintained by the CONTRACTOR during the course of the work and preserved for a period of six (6) years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the Project).Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B)of the Davis-Bacon Act, Public Law 88-349 as amended by 40 USC§§3141 et seq., and pursuant to 49 USC§5333(a)et seq.,daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv)that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, Public Law 88-349, as amended by 40 USC § 3141 et seq. and pursuant to 49 USC § 5333(a), the CONTRACTOR shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. CONTRACTOR's employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. E. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph(A)of this section the CONTRACTOR and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such CONTRACTOR and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph(A)of this section, in the sum of ten dollars($10)for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty(40)hours without payment of the overtime wages required by the clause set forth in paragraph (C)of this section. F. Withholding for unpaid wages and liquidated damages.The CONTRACTOR shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the 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 and 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 paragraph (E)of this section. G. Public Transportation Employee Protective Agreement. To the extent required by Federal Law,the CONTRACTOR agrees to implement the Project in accordance with the terms and conditions that the U.S. Secretary of Labor has determined to be fair and equitable to protect the interests of any employees affected by the Project and that comply with the requirements of 49 USC §5333 (b), in accordance with the USDOL guidelines, "Section 5333(b), Federal Transit Law," 29 CFR Part 215 and any amendments thereto. These terms and conditions are identified in USDOL's certification of public transportation employee protective arrangements to FTA. The CONTRACTOR agrees to implement the Project in accordance with the conditions stated in that USDOL certification, which certification and any documents cited therein are incorporated by reference and made part of this AGREEMENT. The CONTRACTOR also agrees to comply with the terms and conditions of the Special Warranty for the Non-urbanized Area Program that is most current as of the date of execution of this AGREEMENT and any alternative comparable arrangements specified by USDOL for application to the Project, in accordance with USDOL guidelines, "Section 5333(b), Federal Transit Law," 29 CFR Part 215, and any revision thereto. 46. Planning and Private Enterprise FTA Requirements. The CONTRACTOR agrees to implement the Project in a manner consistent with the plans developed in compliance with the applicable planning and private enterprise provisions of 49 USC §§ 5303, 5304, 5306, and 5323(a)(I); joint Federal Highway Administration (FHWA)/ FTA regulations, "Statewide Transportation Planning:Metropolitan Transportation Planning,"23 CFR Part 450 and 49 CFR Part 613;and any amendments thereto, and with FTA regulations, "Major Capital Investment Projects,"49 CFR Part 611,to the extent that these regulations are consistent with the SAFETEA-LU amendments to the public transportation planning and private enterprise laws, and when promulgated, any subsequent amendments to those regulations or the MAP-21 amendments,whichever is applicable according to the funding in this agreement. To the extent feasible, the CONTRACTOR agrees to comply with the provisions of 49 USC§5323(k),which afford governmental agencies and non-profit organizations that receive Federal assistance for non-emergency transportation from Federal Government sources (other than U.S. DOT) an opportunity to be included in the design, coordination, and planning of transportation services. During the implementation of the Project,the CONTRACTOR agrees to take into consideration the recommendations of Executive Order No. 12803, "Infrastructure Privatization," 31 USC § 501 note, and Executive Order No 12893, "Principles for Federal Infrastructure Investments,"31 USC§501 note. 47. Charter Service Operations The CONTRACTOR agrees that neither it nor any public transportation operator performing work in connection with a Project financed under 49 USC chapter 53 or under 23 USC§§ 133 or 142, will engage in charter service operations without first notifying its CITY OF YAKIMA project manager in writing of its intent, and learning the reporting requirements, exceptions, exemptions, and potential violations related to the specific funding source(s)of the subject AGREEMENT. Subsequent to coordination with CITY OF YAKIMA, CONTRACTOR agrees that it shall not engage in charter service operations,except as authorized by 49 USC§5323(d)and FTA regulations,"Charter Service,"49 CFR Part 604, and any Charter Service regulations or FTA directives that may be issued, except to the extent that FTA determines otherwise in writing. The Charter Service Agreement the CONTRACTOR has selected in its latest annual Certifications and Assurances is incorporated by reference and made part of the Grant Agreement or Cooperative Agreement for the Project. If the CONTRACTOR has failed to select the Charter Service Agreement in its latest annual Certifications and Assurances to FTA and does conduct charter service operations prohibited by FTA's Charter Service regulations, the CONTRACTOR understands and agrees that: (1) the requirements of FTA's Charter Service regulations and any amendments thereto will apply to any charter service it or its subrecipients, lessees, third-party contractors, or other participants in the Project provide; (2) the definitions of FTA's Charter Service regulations will apply to the CONTRACTOR's charter operations, and (3)a pattern of violations of FTA's Charter Service regulations may require corrective measures and imposition of remedies, including barring the CONTRACTOR, subrecipient, lessee, third-party contractor, or other participant in the Project operating public transportation under the Project from receiving Federal financial assistance from FTA, or withholding an amount of Federal assistance as set forth in Appendix D to FTA's Charter Service regulations. 48. School Bus Operations The CONTRACTOR agrees that neither it nor any public transportation operator performing work in connection with a Project financed under 49 USC chapter 53 or under 23 USC §§ 133 or 142, will engage in school transportation operations for the transportation of students or school personnel exclusively in competition with private school transportation operators,except as authorized by 49 USC§§5323(f)or(g),as applicable,and FTA regulations,"School Bus Operations," 49 CFR Part 605 to the extent consistent with 49 USC §§ 5323(f) or (g), in accordance with any School Transportation Operations regulations or FTA directives that may be issued at a later date, except to the extent that FTA determines otherwise in writing. The School Transportation Operations Agreement the CONTRACTOR has selected in its latest annual Certifications and Assurances is incorporated by reference and made part of the Grant Agreement or Cooperative Agreement for the Project. If the CONTRACTOR has failed to select the School Transportation Agreement in its latest annual Certifications and Assurances to FTA and does conduct school transportation operations prohibited by FTA's School Bus Operations regulations,49 CFR Part 605,to the extent those regulations are consistent with 49 USC §§ 5323(f) or(g), the CONTRACTOR understands and agrees that: (1) the requirements of FTA's School Bus Operations regulations, 49 CFR Part 605, to the extent consistent with 49 USC§§ 5323(f)or(g), will apply to any school transportation service it or its subrecipients, lessees, third-party contractors, or other participants in the project provide,(2)the definitions of FTA's School Bus Operations regulations will apply to the CONTRACTOR's school transportation operations, and (3) if there is a violation of FTA's School Bus Operations regulations to the extent consistent with 49 USC §§ 5323(f) or (g), FTA will bar the CONTRACTOR, subrecipient, lessee,third-party contractor,or other Project participant operating public transportation that has violated FTA's School Bus Operations regulations, 49 CFR Part 605, to the extent consistent with 49 USC§§ 5323(f) or(g), from receiving FTA assistance in an amount FTA considers appropriate. 49. Substance Abuse A. Drug and Alcohol Testing. If receiving FTA 5309 and/or FTA 5311 funding, CONTRACTOR agrees to establish and implement a drug and alcohol testing program that complies with 49 CFR Part 655, produce any documentation necessary to establish its compliance with Part 655, and permit any authorized representative of the U.S. DOT or its operating administrations and CITY OF YAKIMA to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Part 655 and review the testing process. The CONTRACTOR agrees further to submit annually the Management Information System (MIS) reports to CITY OF YAKIMA each year during the term identified in the caption space header above titled"the Term of Project." B. Drug-free Workplace. To the extent applicable, the CONTRACTOR agrees to comply with the Federal regulations and guidance related to the Drug Free Workplace Act of 1988, 41 USC § 8103 et seq., and any amendments thereto, 2 CFR Part 182, and 49 CFR Part 32, and to FTA regulations, "Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations,"49 CFR Part 655 and 49 USC§5331. C. Privacy Act. The CONTRACTOR agrees to comply with the confidentiality and other civil rights provisions pertaining to substance abuse contained in the Civil Rights clause of this AGREEMENT. 50. Federal"$1 Coin" Requirements To the extent required by the Federal Government,the CONTRACTOR agrees to comply with the provisions of section 104 of the Presidential$1 Coin Act of 2005, 31 USC§5112(p), so that the CONTRACTOR's equipment and facilities requiring the use of coins or currency will be fully capable of accepting and dispensing $1 coins in the connection with that use. The CONTRACTOR also agrees to display signs and notices denoting the capability of its equipment and facilities on its premises where coins or currency are accepted or dispensed, including on each vending machine. Yakima Transit provides the fare box. 51. Safe Operation of Motor Vehicles As applicable, CONTRACTOR is encouraged to comply with the following provisions: A. Executive Order No. 13043, "Increasing Seat Belt Use in the United States," 23 USC § 402 note. CONTRACTOR is encouraged to adopt and promote on-the-job seat belt use policies and programs for personnel that operate company-owned vehicles. B. Executive Order No. 13513, "Federal Leadership on Reducing Text Messaging While Driving," October 1, 2009, 23 USC§402 note, and DOT Order 3902.10, "Text Messaging While Driving," December 30,2009. CONTRACTOR is encouraged to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers including policies to ban text messaging while driving. CONTRACTOR is also encouraged to conduct workplace safety initiatives in a manner commensurate with its size. 52. Energy Conservation and Environmental Requirements A. Energy Conservation. The CONTRACTOR shall comply with the mandatory standards and policies relating to energy efficiency standards and policies within the Washington State energy conservation plan issued in compliance with the Energy Policy and Conservation Act, 42 USC §§ 6321 et seq., and any amendments thereto. B. Environmental Protection. The CONTRACTOR agrees to comply with all applicable requirements of the National Environmental Policy Act of 1969, as amended (NEPA), 42 USC §§ 4321 through 4335; Executive Order No. 11514, as amended, "Protection and Enhancement of Environmental Quality,"42 USC § 4321 note; FTA statutory requirements at 49 USC § 5324(b); U.S. Council on Environmental Quality regulations imposing requirements for compliance with the National Environmental Policy Act of 1969, as amended, 40 CFR Part 1500 through 1508; joint Federal Highway Administration (FHWA)/FTA regulations, "Environmental Impact and Related Procedures," 23 CFR Part 771 and 49 CFR Part 622, and subsequent Federal environmental protection regulations that may be promulgated. The CONTRACTOR agrees to comply with 23 USC §§ 139 and 326 as applicable, and implement those requirements in accordance with the provisions of joint FHWA/FTA final guidance, "SAFETEA-LU Environmental Review Process(Public Law 109-59),"71 Fed. Reg.66576 et seq., November 15,2006,and any applicable Federal directives that may be issued at a later date, except to the extent that FTA determines otherwise in writing. C. Clean Water. The recipient agrees to comply with all applicable Federal laws and regulations and follow Federal directives implementing the Clean Water Act, as amended, 33 USC§§1251 through 1377,42 USC §§ 300f through 300j-6, and 42 USC § 7606 , including any revisions thereto. In the event that the Federal Funds identified in the caption space header of this AGREEMENT entitled "Project Cost", exceed $100,000, the CONTRACTOR agrees to comply with all applicable standards, orders, or regulations issued pursuant to Section 508 of the Clean Water Act, as amended, 33 USC § 1368, and other applicable requirements of the Clean Water Act. D. Clean Air. The recipient agrees to comply with all applicable Federal laws and regulations and follow Federal directives implementing the Clean Air Act, as amended,42 USC§§7401 through 7671q and 40 CFR parts 85, 86, 93 and 600, and any revisions thereto. In the event that the federal share, identified in"Project Cost"of this AGREEMENT exceeds$100,000,the CONTRACTOR shall comply with all applicable standards, orders or regulations issued pursuant to Section 306 of the Clean Air Act, as amended, 42 USC§7606, and other applicable provisions of the Clean Air Act. E. Violating Facilities. The CONTRACTOR agrees to: 1) Refrain from using any violating facilities, 2) Report each violation to CITY OF YAKIMA and understands&agrees that CITY OF YAKIMA will, in turn, report each violation to the FTA and to the appropriate EPA Regional Office. 3) Include these requirements in each subcontract exceeding$100,000 financed in whole or in part with federal assistance provided by FTA. 53. Incorporation of Federal Terms A. Purchasing. This AGREEMENT's provisions include,in part,certain Standard Terms and Conditions required by FTA,whether or not expressly set forth herein.All contractual provisions required by FTA, as set forth in FTA Circular 4220.1F, 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 CITY OF YAKIMA request, which would cause CITY OF YAKIMA to be in violation of any FTA term or condition. B. Federal Changes. The CONTRACTOR shall at all times comply with all applicable FTA regulations, policies, procedures and directives,whether or not they are referenced in this AGREEMENT and include any amendments promulgated by the FTA, during the term of this AGREEMENT. The CONTRACTOR's failure to so comply shall constitute a material breach of this AGREEMENT. 54. No Obligation by the Federal Government A. CITY OF YAKIMA and the CONTRACTOR acknowledge and agree that regardless of any concurrence or approval by the Federal Government of the solicitation or award of this AGREEMENT, the Federal Government is not a party to this AGREEMENT unless it provides its express written consent. The Federal Government shall not be subject to any obligations or liabilities to the CONTRACTOR, subcontractor, lessee, or any other participant at any tier of the project (whether or not a PARTY to this AGREEMENT) pertaining to any matter resulting from this AGREEMENT. B. No contract between the CONTRACTOR and its subcontractors, lessees,or any other participant at any tier of the project shall create any obligation or liability of CITY OF YAKIMA with regard to this AGREEMENT without CITY OF YAKIMA's specific written consent, notwithstanding its concurrence in, or approval of,the award of any contract or subcontract or the solicitations thereof.The CONTRACTOR hereby agrees to include this provision in all contracts it enters into for the employment of any individuals, procurement of any materials,or the performance of any work to be accomplished under this AGREEMENT. 55. Suspension of Work The City may suspend, in writing by certified mail, all or a portion of the Service under this Agreement if unforeseen circumstances beyond the City's control are interfering with normal progress of the Service. The Contractor may suspend, in writing by certified mail, all or a portion of the Service under this Agreement if unforeseen circumstances beyond Contractor's control are interfering with normal progress of the Service. The Contractor may suspend Service on the Project in the event the City does not pay invoices when due, except where otherwise provided by this Agreement. The time for completion of the Service shall be extended by the number of days the Service is suspended. If the period of suspension exceeds ninety (90) days, the terms of this Agreement are subject to renegotiation, and both parties are granted the option to terminate the Service on the suspended portion of Project in accordance with Section 16. 56. Provision of Services The Contractor shall provide the services set forth herein with all due skill, care, and diligence, in accordance with accepted industry practices,standards and legal requirements, and to the City`s satisfaction;the City decision in that regard shall be final and conclusive. The City may inspect, observe and examine the performance of the services performed on the City premises at any time. The City may inspect, observe and examine the performance of Contractor's services at reasonable times,without notice, at any other premises. A. If the City notifies the Contractor that any part of the services rendered are inadequate or in any way differ from the Contract requirements for any reason,other than as a result of the City's default or negligence, the Contractor shall,at its own expense,reschedule and perform the services correctly within such reasonable time as the City specifies. This remedy shall be in addition to any other remedies available to the City by law or in equity. B. The Contractor shall be solely responsible for controlling the manner and means by which it and its Contracted Personnel or its subcontractors perform the services, and the Contractor shall observe, abide by, and perform all of its obligations in accordance with all legal requirements and City work rules. 57. Assignment This Contract, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by Contractor to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted,then the assignee shall assume all duties,obligations,and liabilities of Contractor stated herein. 58. No Conflict of Interest Contractor represents that it or its employees do not have any interest and shall not hereafter acquire any interest, direct or indirect,which would conflict in any manner or degree with the performance of this Contract. Contractor further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Contract. 59. Promotional Advertising 1 News Releases Reference to or use of the City, any of its departments, agencies or other subunits, or any official or employee for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of the City. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency. 60. Time is of the Essence Timely provision of the services required under this Contract shall be of the essence of the Contract, including the provision of the services within the time agreed or on a date specified herein. 61. Expansion clause Any resultant contract may be further expanded by the Purchasing Manager in writing to include any other item normally offered by the Contractor, as long as the price of such additional products is based on the same cost/profit formula as the listed item/service. At any time during the term of this contract, other City departments may be added to this contract, if both parties agree. 62. Patent Infringement The contractor selling to the City the articles described herein guarantees the articles were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the articles described herein will not infringe any United States patent. The contractor covenants that it will at its own expense defend every suit which shall be brought against the City(provided that such contractor is promptly notified of such suit, and all papers therein are delivered to it)for any alleged infringement of any patent by reason of the sale or use of such articles, and agrees that it will pay all costs, damages,and profits recoverable in any such suit. 63. Warranty Unless otherwise specifically stated by the Proposer, Contractor warrants that all goods and/or services furnished under this contract are warranted against defects by the Proposer for one (1) year from date of receipt, are new, conform strictly to the specifications herein, are merchantable, good workmanship, free from defect, are fit for the intended purpose of which such goods and services are ordinarily employed and if a particular purpose is stated in a Special Condition, the goods are then warranted as for that particular purpose. Contractor further warrants that no violation of any federal,state or local law,statute, rule, regulation,ordinance or order will result from the manufacturer, production, sale, shipment, installation or use of any other goods. Contractor's warranties (and any more favorable warranties, service policies,or similar undertaking of Contractor) shall survive delivery, inspection, and acceptance of the goods or services. 64. Access and Review of Contractor's Facilities The City may visit and view any of the offices, premises, facilities and vehicles of the Contractor and/or Contractor's Subcontractor upon request and reasonable notice during the term of the Contract and Contract renewals/extensions. 65. Facility Security The City may prohibit entry to any secure facility,or remove from the facility,a Contract employee who does not perform his/her duties in a professional manner, or who violates the secure facility's security rules and procedures. The City reserves the right to search any person, property,or article entering its facilities. 66. Waiver of Breach A waiver by either party hereto of a breach of the other party hereto of any covenant or condition of this Contract shall not impair the right of the party not in default to avail itself of any subsequent breach thereof. Leniency,delay or failure of either party to insist upon strict performance of any agreement,covenant or condition of this Contract,or to exercise any right herein given in any one or more instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant, condition or right. 67. Integration This Contract, along with the City of Yakima's RFQ 12321P Yakima-Ellensburg Communter Services and the Contractor's response to the Request for Qualifications ("RFQ"), represents the entire understanding of the City and Contractor as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Contract may not be modified or altered except in writing signed by both parties. 68. Contract Preservation If any provision of the Agreement,or the application of such provision, shall be rendered or declared invalid by a court of competent jurisdiction, or by reason of its requiring any steps, actions or results, the remaining parts or portions of this Agreement shall remain in full force and effect. 69. Force Majeure Contractor will not be responsible for delays in delivery due to acts of God,fire, strikes, epidemics, pandemics, war, riot,delay in transportation or railcar transport shortages,provided Contractor notifies the City immediately in writing of such pending or actual delay. Normally, in the event or any such delays(acts of God,etc.)the date of delivery will be extended for a period equal to the time lost due to the reason for delay. 70. Notice of Change in Financial Condition If,during the Contract Term, the Contractor experiences a change in its financial condition that may affect its ability to perform under the Contract, or experiences a change of ownership or control, the Contractor shall immediately notify the City in writing. Failure to notify the City of such a change in financial condition or change of ownership or control shall be sufficient grounds for Contract termination. 71. Change or Notice Any alterations, including changes to the nature of the service, made to the Contract shall be rendered in writing and signed by both responsible parties; no changes without such signed documentation shall be valid. No alterations outside of the general scope and intent of the original Request for Proposals or in excess of allowable and accepted price changes shall be made. In no event shall the Contractor be paid or be entitled to payment for services that are not authorized herein or any properly executed amendment. Notice of Business Changes: Contractor shall notify the City in writing within three(3)business days of any change in ownership of the facilities of the Contractor or of the facilities of any subcontractor. The City shall have the right to renegotiate the terms and conditions of this Contract to the extent required to accommodate a change in governing law or policy that, in the sole discretion of the City, either substantially and unreasonably enlarges the Contractor's duties hereunder, or renders performance, enforcement or compliance with the totality of the Contract impossible,patently unreasonable,or unnecessary. Notices and demands under and related to this Contract shall be in writing and sent to the parties at their addresses as follows: TO CITY: COPY TO: T�OO�CONTRACTOR: Alvie Maxey Susan Knotts 1s/CLfbt2 0 JOf/itiscaM Transit Manager Buyer II t^LJ rat 1 of C City of Yakima City of Yakima J -//6 I.lhi'teh7'rl s& 2301 Fruitvale Blv. 129 North 2nd Street , rhe•-/rt/P/ lJ ma Yakima WA,98902 Yakima, WA 98901 Or to such other addresses as the parties may hereafter designate in writing. Notices and/or demands shall be sent by registered or certified mail,postage prepaid or hand delivered. Such notices shall be deemed effective when mailed or hand delivered at the addresses specified above. 72. Survival Any provision of this Agreement that imposes an obligation after termination or expiration of this Agreement, shall survive the expiration or termination of this Contract in accordance with their terms. 73. Governing Law This Contract shall be governed by and construed in accordance with the laws of the State of Washington. 74. Venue The venue for any judicial action to enforce or interpret this Contract shall lie in a court of competent jurisdiction in Yakima County, Washington. 75. Authority The person executing this Contract, on behalf of Contractor, represents and warrants that they have been fully authorized by Contractor to execute this Contract on its behalf and to legally bind Contractor to all the terms, performances and provisions of this Contract. IN WITNESS WHEREOF, the parties hereto execute this Contract as of the day and year first above written. CI F AKIMA s CONTRACTOR NAME/ By: //LCC�I Gz UCARDGh City Manager - J Cie f /,A Dates �, r--�-^I (at, Lit , �3 Date: /7� c 0.2 3 CITY CONTRACT NO' RESOLUTION NO R- d-'7 (b( /(AM/L� (Print name) Attest: Y�. K�2l / •9 it City Clerk I /,�:� `*�� : i If, 1"' G1O \ List of Exhibits attached to this contract ��..� Exhibit A—RFP Proposal Exhibit B—Cost Proposal EXHIBIT A RFP SOLICITATION 12321 P YAKIMA-ELLENSBURG COMMUTER SERVICE City of Yakima NOTICE TO PROPOSERS RFP NO. 12321P Notice is hereby given by the undersigned that electronic sealed Requests for Proposals will be accepted via PublicPurchase.com until the hour of 11:00:0o AM PST on June 23, 2023 RFPs will be publicly opened in Yakima City Hall, Council Chambers, 129 N. 2nd Street,Yakima,Washington 98901. At such time, Proposers names will be publicly read for: Yakima-Ellensburg Commuter Services. Transportation service vendors to submit proposals to provide Yakima-Ellensburg Commuter Service from August 1, 2023 to June 30, 2025, with the option to renew the agreement for 2 successive biennium (6 years). Instructions to register with PublicPurchase.com are available at www.yakimawa.gov/services/purchasing. Paper submittals will not be accepted. A pre-proposal conference will be held at 1:00 p.m. on June 1, 2023 in the Public Works Training Room, located at the Public Works Facility. Check in at the Kary Annex, 2301 Fruitvale Blvd., Yakima, WA 98902 for directions to the Training Room. Attendance is not mandatory; however, Proposers are STRONGLY urged to attend. If potential proposers wish to call in on a conference line, call Gregory Story,Transit Assistant Manager at 509-576-6422 for instructions at least one business day in advance. The City of Yakima reserves the right to reject any & all RFPs. The City hereby notifies all Proposers that it will affirmatively ensure that it will not discriminate on the grounds of race,creed,color,religion, national origin, sex, age, marital status, sexual orientation, pregnancy, veteran status, political affiliation or belief, or the presence of any sensory, mental or physical handicap in violation of the Washington State Law Against Discrimination (RCW chapter 49.60) or the Americans with Disabilities Act(42 USC 12101 et set.) The City of Yakima has established a Disadvantaged Business Enterprise (DBE) program in accordance with regulations of the Department of Transportation (DOT)49 CFR Part 26. It is the policy of the City to ensure that DBE's,as defined in 49 CFR Part 26,have an equal opportunity to receive and participate in DOT-assisted contracts. The City's current goal proposes that 0%of all DOT funds expended in DOT- assisted contracts will be let to certified DBE firms that are available, willing, and able. The City of Yakima hereby notifies all proposers that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full opportunity to submit proposals in response to this invitation and will not be discriminated against on the grounds of race, color,sex, sexual orientation, or national origin in consideration for an award." Dated May 26, 2023. Publish on May 26th &28th, 2023 Susan Knotts, NIGP-CPP, CPPB, CPPO Buyer II 12321P Yakima-Ellensburg Commuter Services ? CITY OF YAKIMA REQUEST FOR PROPOSAL # 12321 P SIGNATURE SHEET THIS IS NOT AN ORDER RFP Release Date:May 26, 2023 Proposal Receipt: Proposers must first register with PublicPurchase.com and Proposal shall be completely uploaded into PublicPurchase.com no later than the date and time listed below. Register as early as possible and do not wait until the due date to upload your documents, as this may take some time. Late Proposals will not be accepted or evaluated. If you try to submit a Proposal late, the electronic system will not receive it. Proposal openings are public. Proposals shall be firm for acceptance for ninety (90)days from date of Proposal opening, unless otherwise noted. RFP's ARE ONLY RECEIVED THROUGH PUBLICPURCHASE.COM Purchasing For: Buyer in charge of this procurement(Contact for further information): City of Yakima, Transit Division Susan Knotts, NIPG-CPP, CPPO, CPPB 2301 Fruitvale Blvd. Buyer II Yakima, WA 98902 Proposals Must be completely uploaded by: Phone E-Mail Address June 23, 2023 at 11 :00:0o AM PST (509) 575-6095 Susan.Knotts@ YakimaWA.Gov Public Opening 0 PROJECT DESCRIPTION SUMMARY Yakima-Ellensburg Commuter Services Transportation service vendors to submit proposals to provide Yakima-Ellensburg Commuter Service from August 1,2023 to June 30,2025, with the option to renew the agreement for 2 successive biennium (6 years). Enter Prompt Payment Discount: %net days We/I will begin service on August 1,2023.-REQUIRED ❑ Check if you are a WMBE or DBE Vendor and list certification Number: ❑ I hereby acknowledge receiving addendum(a) , , (use as many spaces as addenda received) In signing this Proposal we also certify that we have not, either directly or indirectly, entered into any agreement or participated in any collusion or otherwise taken any action in restraint of free competition;that no attempt has been made to induce any other person or firm to submit or not to submit a Proposal;that this Proposal has been independently arrived at without collusion with any other Proposer, competitor or potential competitor;that this Proposal has not been knowingly disclosed prior to the opening of Proposals to any other Proposer or competitor;that the above statement is accurate under penalty of perjury. Furthermore, the Washington State Interlocal Cooperative Act (RCW 39.34) provides that other governmental agencies may purchase goods or services on this solicitation or contract in accordance with the terms and prices indicated therein if all parties agree. The City does not accept any responsibility or involvement in the purchase orders or contracts issued by other public agencies. We will comply with all terms,conditions and specifications required by the City of Yakima in this Request for Proposal and all terms of our Proposal. Company Name Company Address Name of Authorized Company Representative(Type or Print) Title Phone ( Fax ( ) Signature of Above Date Email Address 12321P Yakima-Ellensburg Commuter Services TABLE OF CONTENTS I. DEFINITIONS 5 The following definitions of terms shall apply, unless otherwise indicated: 5 II. GENERAL INFORMATION 6 1. Introduction 6 2. Scope and Objectives 6 3. Background and Current Operations 6 4. Contracting Agency and Point of Contact 7 5. Public Records Access 7 6. Proprietary Information 7 7. Requests for Public Disclosure 7 8. Retention of Rights 8 9. Clarifications and/or Revisions to Specification and Requirements 8 10. News Releases 8 11. Proposer Conference and Site Visit 8 12. Examining Documents & Facilities 8 13. Calendar of Events 8 14. Contract Term 9 15. Incurring Costs 9 16. No Obligation to Contract 9 17. Best Modern Practices 9 18. More or Less 9 III. PREPARING AND SUBMITTING A PROPOSAL 9 1. General Instructions 9 2. Organization and Format of Required Proposal Elements 10 3. Submitting a Proposal 11 4. Prohibition of Proposer Terms & Conditions 11 5. Multiple Proposals 11 6. Withdrawal of Proposals 11 IV. EVALUATION AND CONTRACT AWARD 12 1. Preliminary Evaluation 12 2. RFP Evaluation 12 3. Proposer Presentations/Scoring 12 4. Evaluation Criteria 12 5. Prompt Payment 13 6. Award/ Best and Final Offers 13 7. Tied Score 13 8. Tax Revenues 13 12321P Yakima-Ellensburg Commuter Services 9. Offer in Effect for Ninety (90) Days 13 10. Notification of Intent to Negotiate/Intent to Award 13 11. Right to Reject Proposals and Negotiate Contract Terms 13 12. Protest Procedure 14 V. PROPOSAL REQUIREMENTS 14 1. Mandatory Proposer Qualifications 15 2. Mandatory Contract Performance Requirements 15 3. Organization and Contractor Personnel Requirements 17 4. Training Requirements 23 5. Service Vehicles 25 6. Experience and References 27 7. Proposed Operating Base Facility 27 8. Communications 27 9. Fuel 27 10. Comments 27 11. Changes in Service 27 12. City of Yakima Transit Responsibilities 28 13. Questionnaire 28 VI. COST PROPOSAL 28 1. General Instructions for Preparing Cost Proposals 28 2. Total Project Cost 28 3. Pricing and Discount 28 4. Price Clarifications 28 VII. COST PROPOSAL FORM 29 VIII. PROPOSER QUESTIONNAIRE AND REFERENCES 30 IX. SAMPLE CONTRACT 36 ATTACHMENTS Attachment A 2 CFR 200, Grant Funding Clauses 64 Attachment B1 Ellensburg Commuter Service Schedule 74 Attachment B2 Service Day Schedule 76 Attachment B3 Holiday Schedule 77 Attachment C Ellensburg Commuter Ridership 2-Year History 78 12321P Yakima-Ellensburg Commuter Services I. DEFINITIONS The following definitions of terms shall apply, unless otherwise indicated: "Buyer" means the contact person listed on page 2 of this document. "City" means the City of Yakima, Washington. Also referred to as"Owner". "Contract" means written agreement between the "Owner" and the "Contractor" (or"Successful Proposer")that covers the delivery of work to be performed subsequent to this RFP. "Contract Manager" means the individual in the City of Yakima Purchasing Division (Buyer) responsible for managing this RFP and subsequent contractual issues. "Contractor" means a proposer that is awarded a Contract under this RFP and its employees or other personnel (including officers, agents and subcontractors) provided by the Contractor to perform work under this Contract. "Department" means the City of Yakima, Department/Division. "Executive" means the City of Yakima City Manager "Owner" also referred to as City of Yakima. "Project Manager" means the individual in City of Yakima Departments/Divisions and/or an assigned individual from the Contractor responsible for administering day-to-day operational matters of the Contract. "Proposal" means the complete response of a proposer submitted on the approved forms and setting forth the proposer's prices for providing the services described in the RFP. "Proposer" means any individual, company, corporation, or other entity that responds to this RFP. "RFP" means Request for Proposal. "SOW" means Statement of Work. "Subcontractor" means any entity that enters into any agreement with the Contractor to fulfill the requirements and performance obligations of the Contract. 12321P Yakima-Ellensburg Commuter Services RFP # 12325P YAKIMA-ELLENSBURG COMMUTER SERVICES II. GENERAL INFORMATION 1. Introduction The purpose of this Request for Proposal (RFP) is to provide interested parties with information to enable them to prepare and submit a proposal for Yakima-Ellensburg Commuter Services. The City of Yakima (referred to as "Owner"throughout this document),Transit Division,as represented by City Purchasing, intends to use the results of this solicitation to award a contract for such services. 2. Scope and Objectives The City of Yakima Transit Division is requesting transportation service vendors to submit proposals to provide commuter transit services between the Cities of Yakima and Ellensburg, Washington. Potential Contractor's only option of proposing is through a Turnkey service including,insurance,fuel,staff and all equipment based on a cost per revenue hour of service provided. Proposers shall be bound by the information they submit in their proposal. The City reserves the right to award the contract in a manner that it deems to be the best solution. Please note that this Request for Proposals does not constitute an offer, but rather a request for offers from transit service providers. 3. Background and Current Operations ABOUT THE OWNER The City of Yakima, county seat of Yakima County, was incorporated in 1886 and is located in central Washington State. It encompasses 28.7 square miles in an area of rich volcanic soil. The City is 145 miles southeast of Seattle, and 200 miles southwest of Spokane, Washington.The region is served by rail, highway and air transportation facilities,which have helped develop the City as the commercial and business center of Central Washington. With a 2020 population of 96,968 Yakima is the eleventh largest city in the State of Washington. The City provides the full range of municipal services contemplated by charter or statute.These include public safety (police, fire, and building), public improvements (streets, traffic signals), sanitation (solid waste disposal, sanitary wastewater utility), water and irrigation utilities, transit, community development, parks and recreation, and general administrative services. The City of Yakima lies within Yakima County in the fertile Yakima River Valley.Apples,cherries, pears,grapes, and other fruits, plus a wide variety of field crops and vegetables make the Yakima Valley one of the top agricultural producing areas of the nation.There are over 400,000 acres of Agriculture zoned land within the County which produce over thirty types of fruits and vegetables. With its farm production base, the Yakima area is a major food processing region. Adding to the area's economy are over 250 manufacturing firms in the Yakima area that produces a variety of products including wood products, packaging, plastic products, produce and aircraft parts. CURRENT OPERATIONS The Yakima Ellensburg Commuter operates with two alternating buses between the Yakima Airport and Central Washington University,with 10 different stops, Mondays through Fridays from 6am—6pm. The large majority of the ridership is during the university school days. Ridership drops to roughly 50-60% of the total 12321P Yakima-Ellensburg Commuter Services service when school is not in session. Many of the riders either work or go to school at either Central Washington University or Yakima Valley Community College. The project is funded through a Washington State Grants that operates on a two-year period. The program is also partially subsidized by the City of Yakima (Yakima Transit), City of Selah (Selah Transit), and Central Washington University. Fare revenue will also be collected. Fare boxes will be provided by Yakima Transit. Yakima Transit will coordinate emptying the fare boxes. 4. Contracting Agency and Point of Contact This RFP is issued by the City of Yakima Purchasing Division.The person responsible for managing this RFP process from beginning to end is the Buyer listed on page 2 of this solicitation. From the date of release of this RFP until a Notice of Intent to Award the Contract is issued, all contacts with Owners employees, and other personnel performing official business for the Owner regarding this RFP shall be made through the Buyer listed on page 2. Contact with other Owner personnel regarding this RFP is not permitted during the procurement process and violation of these conditions may be considered sufficient cause for rejection of a Proposal and disqualification of the Proposer. 5. Public Records Access It is the intention of the Owner to maintain an open and public process in the solicitation,submission,review,and approval of procurement activities. Proposal openings are public. Proposal openings are public unless otherwise specified. Records will not be available for public inspection prior to issuance of the Notice of Intent to Award or the award of the contract. 6. Proprietary Information Any consideration of proprietary information is the responsibility of the Proposer to object to through the courts following third party notice, not the Owner(City). All information submitted in response to a request for public disclosure will be handled in accordance with applicable Owner procurement regulations and the Washington State Public Records Act (RCW 42.56 et seq.). It is the Proposer's responsibility to defend the determination in the event of an appeal or litigation. Unless otherwise noted, data contained in a proposal, all documentation provided therein, and innovations developed as a result of the contracted commodities or services cannot be copyrighted or patented. All data, documentation,and innovations become the property of the Owner. 7. Requests for Public Disclosure Washington State Public Disclosure Act (RCW 42.56 et seq.) requires public agencies in Washington to promptly make public records available for inspection and copying unless they fall within the specified exemptions contained in the Act, or are otherwise privileged. All documents submitted in relation to this Specification shall be considered public records and, with limited exceptions, will be made available for inspection and copying by the public. It is the intent of the Owner (City) to post all RFP responses online and available to the public after the contract is signed. Marking the entire submittal as "confidential" or "proprietary" is not acceptable and is grounds to reject such submittal. If, in the Owner's opinion, the material is subject to disclosure, the Owner will notify Proposer of the request and impending release which will allow the Proposer 10 days from notice to take whatever action it deems necessary to protect its interests. All expense of such action shall be borne solely by the Proposer, including any damages, attorney's fees or costs awarded by reason of having opposed disclosure and Proposer shall indemnify Owner against same. If the Proposer fails or neglects to take such action within said period,the Owner will release 12321P Yakima-Ellensburg Commuter Services all materials deemed subject to disclosure. Submission of materials in response to this solicitation shall constitute assent by the Proposer to the foregoing procedure and the Proposer shall have no claim against the Owner on account of actions taken pursuant to such procedure. 8. Retention of Rights The Owner retains the right to accept or reject any or all proposals if deemed to be in its best interests. All proposals become the property of Owner upon receipt. All rights, title and interest in all materials and ideas prepared by the proposer for the proposal to Owner shall be the exclusive property of Owner and may be used by the Owner at its option. 9. Clarifications and/or Revisions to Specification and Requirements If a Proposer discovers any significant ambiguity, error, conflict, discrepancy,omission, or other deficiency in this solicitation, the Proposer has an affirmative duty to immediately notify the Buyer of such concern and request modification or clarification of the RFP document. Unless instructions are specifically provided elsewhere in this document, any questions, exceptions, or additions concerning the subject matter of the RFP document(s) shall not be considered unless submitted via e-mail (no phone calls)to the Buyer listed on page 2, a minimum of five business (5) days prior to the submittal due date. In the event that it becomes necessary to provide additional clarifying data or information, or to revise any part of this RFP, supplements or revisions will be provided to all known Proposers in the form of an Addendum. All Addenda are posted on www.yakimawa.gov/services/purchasing and www.publicpurchase.com and/or sent directly to interested parties who have registered for updates to this RFP. If any requirements of the RFP are unacceptable to any prospective Proposer, they may choose not to submit a proposal. 10. News Releases News releases pertaining to the RFP or to the acceptance, rejection,or evaluation of Proposals shall not be made without the prior written approval of the Buyer listed on page 2. 11. Proposer Conference and Site Visit A pre-proposal conference will be held at 1:00 p.m. on June 1,2023 in the Public Works Training Room, located at the Public Works Facility. Check in at the Kary Annex,2301 Fruitvale Blvd.,Yakima,WA 98902 for directions to the Training Room. Attendance is not mandatory; however, Proposers are STRONGLY urged to attend. If potential proposers wish to call in on a conference line, call Gregory Story,Transit Assistant Manager, at 509-576-6422 for instructions at least one business day in advance. 12. Examining Documents&Facilities The Proposer is hereby advised that by submitting a Proposal, he/she is deemed to have studied and examined all facilities and all relevant documents and acknowledged all requirements contained herein before proposing. 13. Calendar of Events Listed below are important dates and times by which actions related to this RFP may be completed. In the event that the Owner finds it necessary to change any of these dates and times it will do so by issuing an addendum to this RFP. 12321P Yakima-Ellensburg Commuter Services DATE 1 EVENT May 26, 2023 RFP Issuance :...................................................... June 1, 2023 at 1:00 p.m. Pre-Proposal Conference June 12, 2023 at 5:00 p.m. Due date for written questions June 14, 2023 at 5:00 p.m. Addenda-Written answers provided (target) June 23,2023 at 2:00 p.m. Proposals Due July 5, 2023 Contract Awarded (target) August 1,2023 Contractor Start Date The schedule of events after the Proposal due date will be handled as expeditiously as possible, but there is not a set schedule. An Evaluation Team will be formed to evaluate proposals and may choose to interview Proposers or make site visits. Every effort will be made to notify short-listed proposers of important post-opening dates. 14. Contract Term See Section 2 of Contract. 15. Incurring Costs The Owner is not liable for any cost incurred by a Proposer in the process of responding to this RFP including but not limited to the cost of preparing and submitting a response, in the conduct of a presentation, in facilitating site visits or any other activities related to responding to this RFP. 16. No Obligation to Contract This RFP does not obligate the Owner to contract for service(s), or product(s) specified herein. Owner reserves the right to cancel or reissue this RFP in whole or in part,for any reason prior to the issuance of a Notice of Intent to Award. The Owner does not guarantee to purchase any specific quantity or dollar amount. Proposals that stipulate that the Owner shall guarantee a specific quantity or dollar amount will be disqualified (e.g. "all-or- none".) 17. Best Modern Practices All work, including design, shall be performed and completed in accordance with the best modern practices, further, no detail necessary for safe and regular operation shall be omitted, although specific mention thereof may not be made in these specifications. 18. More or Less Quantities are estimated only and shall be bid on a MORE OR LESS basis. For the purpose of comparison, bid proposals shall be made in the quantities listed in this specification. Listed quantities shall not be considered firm estimates of requirements for the year, nor shall the City be bound or limited to quantities listed. Payment will be made only for quantities actually ordered, delivered, and accepted, whether greater or less than the stated amounts. III. PREPARING AND SUBMITTING A PROPOSAL 1. General Instructions The evaluation and selection of a Contractor will be based on the information submitted in the Proposal plus references, and any on-site visits or best and final offers (BAFOs)where requested. Failure to respond to each of the requirements in the RFP may be the basis for rejecting a Proposal. 12321P Yakima-Ellensburg Commuter Services 2. Organization and Format of Required Proposal Elements Proposers responding to this RFP must comply with the following format requirements. The Owner reserves the right to exclude any responses from consideration that do not follow the required format as instructed below. Proposals shall be organized and presented in the order and by the numbers assigned in the RFP with each heading and subheading should be separated by tabs or otherwise clearly marked. Tab 1-Table of Contents Provide a table of contents for the Proposal. Tab 2-RFP Signature Sheet Complete and sign the Signature Sheet,which is page 2 of this RFP solicitation. Tab 3-Transmittal Letter The transmittal letter must be written on the Proposer's official business stationery and signed by an official authorized to legally bind the Proposer. Include in the letter: 1) Name and title of Proposer representative; 2) Name, physical and mailing address of company; 3) Telephone number,fax number, and email address; 4) RFP number and title; 5) A statement that the Proposer believes its Proposal meets all the requirements set forth in the RFP; 6) A statement acknowledging the Proposal conforms to all procurement rules and procedures articulated in this RFP, all rights terms and conditions specified in this RFP; 7) A statement that the individual signing the Proposal is authorized to make decisions as to the prices quoted and that she/he has not participated and will not participate in any action contrary to the RFP, 8) A statement that the Proposer will be making a number of representations outside of its formal Proposal document in, possibly, discussions, presentations, negotiations, demonstrations, sales or reference material and other information-providing interactions and as such hereby warrants that the Owner can rely on these as inducements into any subsequent contract, and be made a part thereof; Tab 4-Response to Mandatory Technical Requirements Provide a point-by-point response to each requirement specified in Section V, No's 1 & 2 of this RFP. Responses that fail to meet the mandatory requirements shall be deemed non-responsive Tab 5-Response to General Requirements Provide a point-by-point response to each requirement specified in Section V, No. 3 — 12 of this RFP. Responses to requirements must be in the same sequence and numbered as they appear in this RFP. Tab 6—Sample Contract and Terms and Conditions The Sample Contract provided with this RFP represents the terms and conditions which the Owner expects to execute in a contract with the successful Proposer. Proposers must accept or submit point-by-point exceptions along with proposed alternative or additional language for each point. The Owner may or may not consider any of the Proposer's suggested revisions. Any changes or amendment to any of the Contract Terms and Conditions will occur only if the change is in the best interest of the Owner. Proposers may not submit their own contract document as a substitute for these terms and conditions. Tab 7—Required Forms/Documents Include here any additional completed forms and documents required in the RFP. Failure to complete and/or provide any required forms may result in disqualification of proposal, including, but not limited to: • Signature Form • Proposal Cost Form • Proposer Questionnaire 12321P Yakima-Ellensburg Commuter Services • Certification Regarding Lobbying • Personnel Inventory Form • Certificate of Insurance with Additional Insured Endorsement Tab 8-Cost Proposal as identified in Section VII. Provide all cost information according to the instructions provided in Section VII. Include all costs for furnishing the product(s) and/or service(s) included in this proposal. Identify all assumptions. Failure to provide any requested information in the prescribed format may result in disqualification of the Proposal. Also include on a separate sheet under this tab a list of all Optional Services and the price for each service. If service is not provided please state so. 3. Submitting a Proposal Proposals shall be completely uploaded into Public Purchase.com no later than the date and time listed on Page 2 of this RFP. Late Proposals will not be accepted or evaluated. If you try to submit a Proposal Late, the electronic system will not receive it. If City Hall is closed for business at the time scheduled for opening, for whatever reasons, Proposer's response will be accepted and opened on the next business day of the City, at the originally scheduled hour. Proposers must submit their response electronically through PublicPurchase.com where they will be kept in an electronic lockbox until date and time of opening. To register as a Vendor/Proposer with Public Purchase, go to www.publicpurchase.com or the City of Yakima website at www.YakimaWA.Gov/Services/Purchasing. The City is not responsible for late proposals due to operator error, electronic malfunction, system errors or interruptions affecting the Public Purchase site and the processing of any proposals. The Purchasing Manager reserves the right to make exceptions for extenuating circumstances. Any sections deemed by proposer to be confidential per Washington State Public Disclosure Act (RCW 42.56 et seq.) shall be separated from the main document and uploaded to Public Purchase in a separate file marked "confidential". All other sections of the response shall be made available to the public immediately after contract signing. All materials required for acceptance of the Proposal by the deadline must be uploaded to Public Purchase 4. Prohibition of Proposer Terms&Conditions A Proposer may not submit the Proposer's own contract terms and conditions in a response to this RFP. If a proposal contains such terms and conditions,the City, at its sole discretion, may determine the proposal to be a nonresponsive counteroffer, and the proposal may be rejected. 5. Multiple Proposals Multiple Proposals from a Proposer will be permissible; however, each Proposal must conform fully to the requirements for proposal submission. Each such Proposal must be submitted separately and labeled as Proposal #1, Proposal#2, etc. on the first page of their response. 6. Withdrawal of Proposals Proposers may withdraw or supplement a proposal at any time up to the proposal closing date and time. If a previously submitted proposal is withdrawn before the proposal due date and time, the Proposer may submit another proposal at any time up to the proposal closing date and time. After proposal closing date and time, all submitted Proposals shall be irrevocable until contract award. 12321P Yakima-Ellensburg Commuter Services IV. EVALUATION AND CONTRACT AWARD 1. Preliminary Evaluation All Proposals shall be evaluated against the same standards. The Proposals will first be reviewed to determine if they contain the required forms,follow the submittal instructions and meet all mandatory requirements. Failure to meet mandatory requirements will result in proposal rejection as non-responsive. In the event that NO Proposer meets specified requirement(s),the Owner reserves the right to continue the evaluation of the proposals and to select the proposal most closely meeting the requirements specified in this RFP,or not select any proposals. 2. RFP Evaluation Evaluation of proposals shall be based on conformity to the specifications,cost,past experience and performance with the City and other agencies, manufacturers past performance with the City and other agencies, proposed manufacturer's service availability, parts availability, equipment design and functionalism and effect on productivity and bidder's supporting documentation. 3. Proposer Presentations/Scoring Based on evaluation of the written proposals by the Evaluation Team on the stated criteria,an estimate of two to four top scoring proposals may be short-listed. Short-listed Proposers may be required to participate in interviews and/or site visits to support and clarify their Proposals if requested by the Evaluation Team. The Evaluation Team will make every reasonable attempt to schedule each presentation at a time and location agreeable to the Proposer. Failure of a Proposer to interview or permit a site visit on the date scheduled may result in rejection of the Proposer's Proposal. Should the Evaluation Team request any oral presentations or demonstrations from one or more of the short- listed proposers, the Evaluation Team will review the initial scoring and make adjustments based on the information obtained in the oral presentation or demonstration and site visits and to determine final scoring. 4. Evaluation Criteria The proposals will be scored using the following criteria: Item Description Max Points 1 The lowest average rate over the proposed term of the contract 30 2 The Proposer's demonstrated understanding of the contractual 15 undertaking, including the Proposer's approach to project, management plan,transition, and alignment to the scope of work. 3 Qualifications and experience of firm,firm officers, management 15 personnel, and key personnel assigned to this project. 4 Financial capacity and overall risk/benefit assessment 20 5 Ability to start by August 1,2023 30 :..Y . TOTAL POSSIBLE POINTS: 110 The cost proposal section shall receive a weighted score, based upon the ratio of the lowest proposal to the highest proposal. The lowest cost Proposal will receive the maximum number of points available for the cost category and other proposals will be scored accordingly. 12321P Yakima-Ellensburg Commuter Services Results of reference checks will be used to clarify and substantiate information in the written proposals. The reference results shall then be considered when scoring the responses to the requirements in the RFP. The points stated above are the maximum amount awarded for each category. The evaluation process is designed to recommend award of this procurement to the proposal that is the best value of the Owner, not necessarily the lowest cost Proposal. 5. Prompt Payment Proposers are encouraged to offer a discount for prompt payment of invoice. Please indicate your discount proposal on page 2 of this document. If awarded by the City, period of entitlement begins only after: a. Receipt of a properly completed invoice b. Receipt of all supplies, equipment or services ordered c. Satisfactory completion of all contractual requirements 6. Award/Best and Final Offers The Buyer will compile the final scores for all sections of each responsive proposal. The award will be granted in one of two ways. The Evaluation Team's Recommendation of Award may be granted to the highest scoring responsive Proposal and responsible Proposer. Alternatively, Proposers with the highest scoring proposer or proposers may be requested to submit Best and Final Offers. If Best and Final Offers are requested by the Evaluation Team and submitted by the Proposer, they will be evaluated against the stated criteria, scored and ranked by the evaluation committee. The Intent to Negotiate then will be granted to the highest scoring Proposer. However, a Proposer should not expect that the Owner will request a Best and Final Offer. 7. Tied Score In case of a tied score, recommendation of award will go to the firm who was favored by the majority of the Evaluation Team members,according to their score. The Evaluation Team shall then offer an "Intent to Negotiate and/or Intent to Award"the final contract with the successful Proposer and the decision to accept the award and approve the resulting contract shall be final. 8. Tax Revenues RCW 39.30.040 allows the City to consider the tax revenue that is generated by a purchase of supplies, materials, and equipment, including those from a local sales tax or from a gross receipts business and occupation tax, it determining which bid proposal is the lowest, after the tax revenue has been considered. 9. Offer in Effect for Ninety(90) Days A Proposal may not be modified, withdrawn or canceled by the proposer for a ninety (90) day period following the deadline for proposal submission as defined in the Calendar of Events, or receipt of best and final offer, if required, and Proposer so agrees in submitting the proposal. 10. Notification of Intent to Negotiate/Intent to Award Proposers will be notified in writing of the Owner's Intent to Negotiate and/or Intent to Award the contract resulting from this RFP. 11. Right to Reject Proposals and Negotiate Contract Terms The Owner reserves the right to negotiate the terms of the contract, including the award amount, with the selected Proposer prior to entering into a contract. If substantial progress is not made in contract negotiations with the highest scoring Proposer, the Owner may choose to cancel the first Intent to Negotiate and commence negotiations with the next highest scoring Proposer. 12321P Yakima-Ellensburg Commuter Services 12. Protest Procedure Any protest must be made in writing, signed by the protestor, and state that the Proposer is submitting a formal protest. The protest shall be filed with the City of Yakima Purchasing Manager at 129 No. 2nd St., Yakima, WA 98901, or by fax: 509-576-6394 or email to: Purch@YakimaWA.Gov. The protest shall clearly state the specific factual and legal ground(s) for the protest, and a description of the relief or corrective action being requested. Protests based on specifications/scope of work, or other terms in the RFP shall be filed at least five (5) calendar days before the solicitations due date,and protests based on award or after the award shall be filed no more than five calendar(5)days after Award Announcement(see below for details). The following steps shall be taken in an attempt to resolve the protest with the Proposer: Step I. Purchasing Manager and Division Manager of solicitation try resolving matter with protester. All available facts will be considered and the Purchasing Manager shall issue a written decision. Step II. If unresolved,within three (3) business days after receipt of written decision,the protest may be appealed to the Department Head by the Purchasing Manager. Step III. If still unresolved, within three (3) business days after receipt of appeal, the protest may be appealed to the Executive (or his designee). The Executive shall make a final determination in writing to the Protester. Award Announcement Purchasing shall announce the successful Proposer via Website, e-mail, fax, regular mail, or by any other appropriate means. Once the Intent to Negotiate is released by Purchasing,the protest time frame begins. The timeframe is not based upon when the Proposer received the information, but rather when the announcement is issued by Purchasing. Award Regardless of Protest When a written protest against making an award is received, the award shall not be made until the matter is resolved, unless the Owner determines that one of the following applies: • The supplies or services to be contracted for are urgently required; • Delivery or performance will be unduly delayed by failure to make award promptly; • A prompt award will otherwise be advantageous to the Owner. If the award is made, regardless of a protest,the award must be documented in the file, explaining the basis for the award. Written notice of the decision to proceed shall be sent to the protester and others who may be concerned. The Owner retains the right to enter into any contract and nothing herein shall be construed to limit that authority in any manner. V. PROPOSAL REQUIREMENTS The following requirements in Sections V, 1 & 2 are mandatory and the Proposer must satisfy them at no additional cost to the Owner. Responses to each requirement must indicate that the Proposer either "does comply" with the requirement or"does not comply". No explanation is required, as non-compliance with any of the following requirements will result in proposal resection and remove that Proposal from further consideration. If Proposer feels the Mandatory Proposal Requirements are proprietary, contact the Buyer listed on the Cover Sheet to determine if requirements should be changed. 12321P Yakima-Ellensburg Commuter Services 1. Mandatory Proposer Qualifications A. Proposer must have at least three (3)years of experience in the commercial passenger transport business. B. Describe the type of transportation your company provides and the number of years providing this type of service. 2. Mandatory Contract Performance Requirements Proposer must agree to provide all deliverables identified in this Section. A. Service Hours Mondays through Fridays from 6am — 6pm. No service on nationally recognized holidays. See Attachments B1-B3. Please indicate if your company will be able to operate all days and hours required. If no, provide a detailed explanation. B. Established Goals The Contractor shall make every effort to meet the established goal of 100%on-time performance. This includes ensuring that there is an adequate number of employees to provide the service in the event a driver calls in sick or is otherwise unavailable. C. Required Reporting Yakima Transit views statistical reporting as a critical element of effective service planning,service quality evaluation, and policy development. It is therefore deemed important that the Contractor assign staff with the qualifications and time to create and evaluate regular and ad-hoc reports, using both computerized and manual methods. Contractor shall prepare and maintain all records required separate from records of any other operations of the Contractor.Yakima Transit may from time to time require changes in forms, record keeping,and/or reporting procedures to best serve the needs of the City. The Contractor shall collect and report data as directed by the City. The Contractor must be able to produce data in an electronic format compatible with the City's computer systems. The Contractor is expected and required to cooperate, facilitate, and participate fully in an effort to maximize the City's access to client and service data. 1) Daily Ride Schedule Reports: Contractor shall maintain a daily comprehensive electronic listing of all trips provided by the contractor including a daily "passengers on" and "passengers off" at each of the Commuter bus stops, mileage per trip, hours of service per trip, and any other information requested by the City. The listing shall contain both rides that have already occurred for that date as well as future trips. This listing shall be provided to the City monthly and within 24 hours of the City's written request. Hours and miles, need to be reported in two different categories: revenue and actual and shall be maintained and reported per trip/run. 2) National Transit Database Reports: Contractor shall maintain and report monthly and annually data that includes Actual Vehicle Hours, Vehicle Revenue Hours, Actual Vehicle Miles, Vehicle Revenue Miles, Unlinked Passenger Trips, Passenger Miles Traveled, reportable National Transit Database Safety and Security information, and Major and Other System Failures. Monthly data shall be transmitted within 10 days from the end of each month. Annual data shall be reported by March 30th of every year. Contractor shall explain operating expenses divided into Vehicle Operations, Vehicle Maintenance, Facility Maintenance, and General Administration. 12321P Yakima-Ellensburg Commuter Services 3) Monthly Fare Spreadsheet: All vehicles must be able to be equipped with a Yakima Transit fare box. Contractor will need to coordinate with the City of Yakima in order to empty the fare boxes on a weekly basis. 4) Vehicle Accident/Serious Incident Reporting: Contractor is responsible for all accident/incident response and management and legal requirements. The Contractor shall require all employees to immediately report all accidents or incidents, regardless of liability, severity, or damage, involving passengers or property. Contractor shall advise the City of Yakima or his/her designee of all such accidents or incidents immediately when the Contractor learns of the accident or incident.The Contractor or its employees shall promptly complete such reports as required by the City. Contractor shall make itself available to assist in the preparation, trial, or defense of any claim arising from the service provided hereunder. Accident and incident report documentation must be submitted to the City no later than 9 a.m. on the following business day. Failure to report an accident or an incident may be grounds for termination of the contract. A detailed report of accidents, to include information on driver's name, preventability, injuries and damage shall be included in the Contractor's monthly report.Accident reporting procedures must also satisfy requirements imposed by local,state, and federal laws. Contractor shall know and understand the Federal Transit Administration's drug and alcohol testing regulations (49 CFR Part 655) for post-accident testing. Failure to follow the FTA's drug and alcohol requirements is grounds for immediate termination of this agreement. 5) Service Interruptions: Contractor shall report any service interruptions as soon as possible (but not more than one hour if service for the day hasn't been completed) as a result of weather, accidents, breakdowns, passenger issues,or any other interruption. 6) No Co-Mingled Reporting: Contractor shall maintain accurate and complete books, accounts, and/or records pertaining to the management and operation of services under the terms of this contract, which shall not be co-mingled with records and information regarding Contractor's other operations, if any. Contractor's records shall be kept with sufficient detail to constitute an audit trail to verify that any and all costs charged to the City and sufficient to support grant invoices to WSDOT. The City reserves the right to require an audit, at the City's cost, at any time of Contractor's expenses, revenues, and services provided under this agreement. 7) Drug and Alcohol Reporting: Contractor shall notify the City of any positive drug or alcohol tests related to post-accident or reasonable suspicion testing (49 CFR Part 655) and the events surrounding the positive results. Contractor shall also provide drug and alcohol testing results (MIS reporting,49 CFR Part 40)for the prior year by February 28 of each year. Describe your plan to ensure that all necessary reporting will be delivered to Yakima Transit on-time. Explain your proposed methods of maintaining and submitting to the City the Dispatcher, Performance, Fueling, Financial and other annual, monthly, daily or other required reports. D. Service Plan 1) Service Operations: Describe how you plan to operate the service. Provide an action plan for breakdowns or employees absent to continue uninterrupted service. Please provide any added services that you intend to provide above and beyond the requirements contained within this RFP. 12321P Yakima-Ellensburg Commuter Services 2) Transition Plant: Describe your plan for a smooth transition from the prior contractor that assures the least disruption to the riders. Describe key tasks to be completed between the date of contract award and the service start date. 3) Timeliness/Monitoring/Auditing: Describe your procedures to ensure all rides are delivered on time and your overall program monitoring and auditing. 4) Coordination/Cooperation: Describe how you plan to work with Yakima Transit to ensure a high level of coordination and cooperation in the delivery of service. 3. Organization and Contractor Personnel Requirements The purpose of this section is to provide the Owner with a basis for determining a Proposer's capability to undertake this Contract. Responses to this Section will be scored. A. Financial Capability to Perform Contract Proposer shall submit either a current Financial Review or Compilation Report by a CPA firm for the two most current fiscal years. Include a Cash Flow Statement showing bank account balances and banks that maintain the accounts. A minimum of 45 days of operating reserves must be demonstrated. Owner reserves the right to use other means to substantiate Financial Capability, e.g. D&B reports, BBB, or other means. B. Insurance List the name(s) of your insurance agent(s) and all companies who insure you below on the Proposer Questionnaire. Attach copies of Insurance Certificates. If current insurance does not meet requirement under Contract Specifications,attach evidence from your insurance agent of compliance by start-up date. C. Organizational Capabilities 1) Describe your company's experience providing services similar to those required by this RFP to customers of comparable size, scope and circumstance. 2) Provide an organizational chart for your company and include an issue escalation process used to resolve any potential issues between the Owner and the Contractor during the Contract term. D. Staff Qualifications Provide a job description for the key staff listed below including any other key personnel, maintenance, dispatcher, and other office personnel. 1) Contract Manger: Attach a resume for the Contract Manager. The Contract Manager shall have at least five (5) years of experience in commercial passenger transport business. The Contract Manager will have primary responsibility for managing the contract. Explain the manager's education, contract management experience and percent of time that will be dedicated to the project. 2) Local Manager: Attach a resume for the Local Manager. The Contractor shall employ a local manager located at the Contractor's operating facility in Yakima. The manager shall be the Contractor's principle point of contact with the City,and shall be responsible for overall operations management of services performed pursuant to the contract. The manager shall be reasonably available at all times the contracted service is in operation, either in person, by telephone,or email. The manager or his/her designee shall meet at least once a month (or more or less frequently if directed by Yakima Transit) with Yakima Transit staff regarding all aspects of the Contractor's 12321P Yakima-Ellensburg Commuter Services responsibilities under the contract. The manager shall be available for attendance at meetings when requested by Yakima Transit. The manager shall work cooperatively with Yakima Transit in assuring service quality and contract compliance, providing information required by the contract, and assisting with service planning and policy development. In addition he/she will be responsible for responding to complaints and comments from passengers and the general public and responding to specific requests for assistance from Yakima Transit as may be reasonably required. The manager shall have at least one individual available to fill in for him/her on short notice when he/she will be not available(for example,due to illness,vacation,emergency leave, etc.) That person shall assume the responsibilities of the manager outlined in this contract and shall be empowered and qualified to take any reasonably required action in the event of an emergency. 3) Key Personnel: Attach a resume(s)for all other key staff who will have responsible positions for the contract. Key personnel are those in the following types of positions: Assistant Local Manager, Supervisory Administration, Personnel, Finance, Dispatch and Maintenance. The Contractor shall provide emergency contact phone numbers for all key personnel. The Contractor shall not, without prior written notice to Yakima Transit, remove or reassign any key employees identified in its proposal at any time prior to or after execution of the contract. Anytime key personnel is removed or reassigned,Contractor must identify their replacement within a reasonable time period or provide justification if the person is not going to be replaced. 4) Account Manager: Identify the Account Manager who will be handling all invoices and billing and will serve as the account main point of contact for this contract. 5) Vehicle Maintenance: If using in-house maintenance staff, provide employee(s) resume demonstrating training, certifications and other proofs of knowledge and skills. The Contractor shall provide emergency contact phone numbers for all key personnel list above. The Contractor shall not, without prior written notice to Yakima Transit, remove or reassign any of the identified personnel in its proposal at any time prior to or after execution of the contract. If any of these contacts change during the contract term, the Contractor shall verbally notify the Owner within twenty- four(24) hours of change and follow up in writing within five (5) business days of the date of change. E. Hiring Practices Describe your employee hiring and screening policy and procedures. Attach hiring standards, job descriptions, and proposed qualifications of all staff that will be assigned duties under this contract. Attach sample of forms used for permanent personnel records. F. Background Investigations/Violations The Contractor shall obtain criminal background checks for prospective employees and for all employees at the start of the contract and annually thereafter. Such checks must comply with state law including RCW § 43.43.830 and related statutes prior to operating any City of Yakima equipment or transporting clients. Contractor's employees must report any criminal charges they receive related to crimes against persons or property. Drivers must report any traffic violations received to Contractor, on or off duty, within 24 hours of citation. 12321P Yakima-Ellensburg Commuter Services Contractor shall check with prospective safety-sensitive employees' past employers to verify that the prospective employee has not previously been terminated for violating FTA or FMCSA drug and alcohol rules. G. Contractor Employees-General All Contractor employees shall maintain a professional, respectful, courteous attitude, and shall answer customer questions to the best of their ability. Discourtesy, rudeness,and the use of profanity will not be tolerated. All Contractor employees will use tact and demonstrate restraint in dealing with clients at all times. The Contractor shall ensure that all employees understand those provisions of the Americans with Disabilities Act that apply to their duties. H. Drivers 1) Minimum Criteria: Drivers must meet the following minimum criteria. a. All drivers must have a valid Washington State Driver's license with appropriate endorsements to drive the vehicle they operate (For example, Commercial Driver's License (CDL) and passenger endorsements and a DOT physical.) b. Understand the service,stops, fares, and all other relevant aspects of the program. 2) Supervision: New drivers shall be road-tested to be sure they can operate the vehicle to proficiency before transporting any clients in it. Contractor's Supervisors shall ride with drivers periodically to monitor driving performance. The Contractor will conduct annual reviews of each individual driver's responsibilities and performance. 3) Operator's Manual: The Contractor shall maintain and furnish to Yakima Transit and to all of its drivers, dispatchers, telephone operators, and supervisors an Operator's Manual. Contents of the manual shall include,at a minimum: radio/two way/telephone dispatch communications procedures, Safety Program, accident/incident procedures, inclement weather procedures, customer service and sensitivity techniques,fare collection, and any other pertinent standard operations procedures. 4) Appearance: a. Drivers shall maintain a neat appearance and practice appropriate hygiene to ensure that they are visibly clean and do not present offensive odors. b. Drivers' hair shall be clean, neat, and present a commonly accepted appearance of being trim and groomed. Hair shall be worn so that the operator's vision is not obstructed in any way. c. Sideburns, mustaches, and beards shall be neat, clean, and trimmed so as to give a well- groomed appearance. 5) Uniforms: a. Must be worn at all times when on duty. b. Shall be clean and presentable at all times. Any non-uniform apparel worn by drivers must be clean, neat and professional in appearance at all times while on duty. Contractor Dispatcher shall observe drivers clothing at report time to ensure compliance. c. Nametag must be prominently displayed at all times. d. Must have and wear a watch in good working order. 12321P Yakima-Ellensburg Commuter Services 6) Gratuities: a. Shall NOT be accepted;tips not allowed. b. All cash fares shall go into the fare box immediately 7) General Rules: a. No one will be permitted to smoke or vape at any time in a Commuter vehicle or while escorting customers. b. Drivers shall not solicit or accept controlled substances, alcohol, or medications from clients. c. While in uniform or while performing the service in any way,no employee shall purchase, consume, possess or be under the influence of any controlled substance, narcotic, intoxicant, or harmful drug. d. Drivers shall not make sexually explicit comments, solicit sexual favors, or engage in any sexual activity with clients. e. Drivers must be able to read English to a proficient level, write English legibly, comprehend English oral communications, and speak English understandably. f. Drivers shall be responsible for keeping all vehicles clean and sanitary during their shift. g. All drivers are responsible for reporting any defects a vehicle may have to the supervisor and maintenance department immediately. Drivers shall conduct a "walk around" and complete pre-trip and post-trip vehicle inspection forms for each of their shifts. Drivers shall have maintenance and/or management personnel resolve any doubt about the safety of a vehicle prior to placing the vehicle in passenger service. h. No driver shall operate a revenue service vehicle until he/she has received the required wheelchair lift training or if there is any doubt whatsoever about the mechanical condition of the lift or safety of the passenger as a result of using the lift. i. Drivers may use vehicles only in accordance with their assigned duties. Drivers must operate vehicles in a safe and courteous manner at all times. j. All information regarding accidents or incidents occurring while performing services pursuant to this contract shall be treated as confidential and shall not be discussed with anyone except police, Contractor supervisory personnel, Yakima Transit supervisory personnel, other person(s)involved in the accident,or as required by law. k. Drivers will confirm that, before driving the vehicle, clients in wheelchairs are secured with the mandatory 4-point tie down. I. Drivers will not use cell phones or wear headphones or earpieces(including Bluetooth's), other than medically prescribed hearing aids, while their vehicles are in service. Drivers will not eat or consume any beverage while operating the vehicle or while involved in client assistance. m. The maximum shift for any driver shall not exceed 12 hours a day. Driver shifts and behind-the-wheel drive time shall comply with federal and state regulations. 5) Unsatisfactory Driver Performance: Yakima Transit reserves the right to require that the Contractor remove a particular driver from service under this contract if Yakima Transit determines that the driver has behaved in an illegal, unsafe, or other manner that threatens the health or safety of the public. 12321P Yakima-Ellensburg Commuter Services I. Drug and Alcohol Policy Contractor shall develop, maintain, and communicate the policy and its requirements to all affected employees, which includes all safety-sensitive positions (supervisors, mechanics, drivers, and dispatchers). If the employer chooses,they may model their policy after the City of Yakima's Substance Abuse Policy. This policy shall require the contractor to remove safety-sensitive employees from safety- sensitive duties when the Medical Review Officer(MRO) notifies the contractor that there may be issues with the test results until the results are received from the MRO. The policy shall also have discipline procedures for positive drug or alcohol test results. Attach a copy of your company's Substance Abuse Policy. (Drug and alcohol policies can be found at 49 CFR Part 655) Contractor is encouraged to model their policy after the City of Yakima's Substance Abuse Policy. Pre-employment alcohol testing is not required under FTA regulations, but the City of Yakima conducts pre-employment alcohol testing; however, it isn't a requirement for subcontractors, unless they intend to use the City's Substance Abuse Policy. 1) Contractor Drug and Alcohol Testing: The Contractor agrees to establish,implement,and enforce a drug and alcohol testing program that complies with 49 CFR Part 40 and 49 CFR Part 655 and permit any authorized representative of the United States Department of Transportation, Federal Transit Administration, or the City of Yakima to inspect the facilities and records associated with the implementation of the drug and alcohol testing program and review the testing process. Explain how you plan to meet the Federal Transit Administration (FTA) requirements regarding drug and alcohol testing. Include your plan for pre-employment, probable cause, post-accident,follow-up, return to duty, and random testing. 3) Testing: The Contractor shall complete pre-employment, reasonable suspicion, post-accident, random, return to duty, and follow-up drug and alcohol testing, as well as conducting previous employer record checks for all applicants seeking safety-sensitive positions. Random testing rates for drugs and alcohol shall be in compliance with rates established annually by the Federal Transit Administration (currently 10% for alcohol and 10% for drugs). The Contractor shall follow all rules related to "direct observation" as it relates to return-to-duty and follow-up testing. The Contractor should consider these testing requirements as minimums and may, under their own authority, establish additional criteria for drug and/or alcohol testing their employees. List name of drug and alcohol testing facility used, certified laboratory used, medical review officer (MRO), Designated Employee Representative, and briefly describe drug and alcohol chain of custody procedures. (DOT testing procedures can be found at 49 CFR Title 40) Contractor is encouraged to use the same testing facility, lab, and MRO that the City uses. 2) Training Requirements: Contractor shall provide training for all affected employees and all supervisors, including: a. A minimum of one hour training per year for all employees performing safety-sensitive functions and supervisors on the effects and consequences of drug and alcohol use on personal health, safety, and the work environment and the signs and symptoms that may indicate prohibited drug use or alcohol misuse. b. A minimum of 120 minutes per year for all supervisors in determining reasonable suspicion, which must consist of a minimum of one hour on the physical, behavioral, and performance indicators of probable drug use and at least one hours training on the physical, behavioral, speech, and performance indicators of probable alcohol misuse. 12321P Yakima-Ellensburg Commuter Services c. Reasonable suspicion training for Managers,Supervisors, Dispatchers,or any other front- line staff. d. Training on the risks associated with the use of prescription and over-the-counter drugs. These training requirements should be considered minimums and,under their own authority, the Contractor is urged to exceed these requirements and provide additional training to educate their employees. 4) Recordkeeping:The Contractor shall maintain documentation that includes:a breakout of all pre- employment, random, post-accident, return to duty, follow-up, and reasonable suspicion drug and alcohol tests; and, a year-end report listing all employees and documentation of each employee who has completed drug and alcohol training during the last year. The Contractor further agrees to certify its compliance with 49 CFR Parts 40 and 655 annually and submit DOT required Management Information System (MIS) reports before February 28 to the City of Yakima's Transit Manager. Recordkeeping and reporting shall include, but not be limited to: test results, the testing process, return-to-duty process, employee training, annual reports (DAMIS), policy statement, training records, credentials of service agents, contractor oversight documents, random selection process, individual testing records, previous employer consent forms, post-accident records, reasonable suspicion test records, test results, and test refusals. This applies to the Contractor, their sub- contractors and service agents. Drug and alcohol records must be maintained separate from all other employee records and the Contractor must maintain confidentiality of all drug and alcohol program records and limit access to these testing records. Records are typically maintained in a locking file cabinet. 5) Program Monitoring:The Contractor is subject to monitoring by the City of Yakima. Contractor shall notify the City of Yakima of any changes to their testing facility, MRO,or SAP. The City will likely audit the testing facility, MRO, or SAP at various times during the contracting period. 6) Other: In addition to the information above,the following applies to this agreement: a. Contractor shall not contract out management of their drug and alcohol program. b. Contractor shall comply with the Drug-Free Workplace Act of 1988, which includes on- going training and awareness to all employees. c. Contractor shall be responsible for the costs of establishing and maintaining the required drug and alcohol program and for all costs related to defending drug and alcohol program's claims and actions and fees or penalties. d. Contractor shall not allow an employee or prospective employee related to this contract to operate a vehicle,supervise vehicle operators,or dispatch operators until the contractor's Designated Employee Representative receives a negative pre-employment drug and alcohol test results from the medical review officer(drugs)or breath alcohol technician (alcohol). Failure to provide timely drug and alcohol related reports may result in the withholding of payment for services until such time the report is accepted by the City of Yakima. In such a case, payment will be paid to Contractor no later than thirty(30) days after receiving the report. 12321P Yakima-Ellensburg Commuter Services 4. Training Requirements A. Training Program The Contractor shall develop, implement, and maintain a formal training and retraining program for all of its employees. This program shall be subject to review and approval by Yakima Transit. Yakima Transit reserves the right to require additional training (up to a limit of twenty-four (24) additional hours per employee per year. Additional hours will be negotiated) of any or all of the Contractor's employees as deemed necessary at the Contractor's expense. During the contract, a current outline of the training program, including periodic updates, shall be provided to Yakima Transit. Drivers must complete and be trained to proficiency in all required training a maximum of 30 consecutive calendar days, preferably sooner, after hiring as a driver. All training shall be documented for each employee. 1) Explain your diver hiring and training program. Attach a written plan for training of new drivers and on-going training. Describe your method of documenting training. 2) Describe your training to ensure drivers know all route and passenger pick up/drop off locations in the service area. 3) Describe your plans for monitoring driver performance, including procedures for documenting pre-trip inspections,complaints, accidents, etc. B. Drivers Training All vehicle operators employed or in any way utilized by the Contractor in the course of this contract shall receive special training satisfactory to Yakima Transit to assure the safety of passengers and employees. Vehicles, and equipment must be maintained at the highest possible levels. This training shall include, at a minimum: • Introduction to Professional Driving,sixty(60) minutes. • Federal Regulations,thirty(30) minutes. • Hazards Communications,thirty(30) minutes • Creating a Drug and Alcohol Free Workplace,sixty(60) minutes • Preventing Harassment,thirty(30) minutes. • Blood borne Pathogens,twenty(20) minutes. • Fatigue Management,thirty (30) minutes. • Safety Best Practices, ninety(90) minutes. • Introduction to the Bus,thirty(30) minutes. • Pre-Trip Inspections, thirty(30) minutes. • Mirror Adjustments and Reference Points,thirty(30) minutes • LLLC Defensive Driving, ninety(90) minutes. • Preventing Driver Distractions,thirty(30) minutes. • Following Distance,thirty(30) minutes. • Intersections,thirty(30) minutes. • Railroad Crossings,thirty(30) minutes. • Pedestrian Awareness,thirty(30) minutes. • Preventing Backing Accidents,thirty(30) minutes. • Merging, Lane Changing and Passing, thirty(30) minutes. • Special Driving Conditions,thirty(30) minutes. • Introduction to ADA and Sensitivity, forty-five (45) minutes • Lifts, Ramps and Securement, forty-five (45) minutes. 12321P Yakima-Ellensburg Commuter Services • Professionalism/Customer Service,thirty(30) minutes. • Accident and Emergency Procedures,thirty(30) minutes. • Vehicle breakdowns, accident policy and procedures, adverse weather and other emergency procedures, including use of fire extinguishers and emergency vehicle evacuation. • Cardio-pulmonary resuscitation (CPR)certification (including instruction in administering CPR to children) and proper response to emergency medical needs of riders. • Familiarity with how trips are scheduled and dispatched. • Familiarity with the completion of necessary paperwork such as summary sheets, daily logs, fueling, condition reports,accident reports, and incident reports. • The proper way to handle fares. Training updates and government-required training in these and other areas shall be mandatory for all drivers. Individual training records for each driver shall be maintained and shall be available for inspection by Yakima Transit upon 48 hours' notice. C. Safety The Contractor shall assume full responsibility for assuring that the safety and security of passengers, employees,vehicles,and equipment are maintained at the highest possible level.Contractor shall comply with all applicable Department of Transportation, OSHA, and WISHA requirements. 1) Safety Program: The Contractor shall develop,implement,and maintain a formal safety program, to include monthly employee safety meetings. Contractor shall require all employees, including drivers, dispatchers, vehicle maintenance mechanics, and supervisors, to participate in the safety program. Contractor shall provide a Safety Manual containing an outline of their safety program, including bi-annual updates (minimum),to the City for review. Safety Manual shall address, but not be limited to: • Security Plan • Safety Training for all employees and subcontractors • Blood-borne Pathogens Program • Hazardous Materials Program • Inclement Weather Plan • Pandemic/Infectious Disease Policy • Evacuation Procedures • Accident Policy/Procedures Describe your plans for monitoring driver performance, including procedures for documenting pre- trip inspections, complaints, accidents, etc. Describe your plan to minimize accidents and risk exposures. 2) Safety Records: Records of safety violations and accidents shall be given to the contract supervisor with a description of what training or other approaches were taken to reduce future incidents. A minimum of one annual safety audit shall be performed, with copies sent to the City. Copies of inspections shall be kept on file. Minutes of Contractor's Safety meetings shall be filed and made available upon request. 3) Post-Incident Training: A formalized plan for post-incident training and refreshers will be presented to the City for review and approval.Follow-up training shall be mandatory.Training records shall be maintained and made available to the City upon request. 12321P Yakima-Ellensburg Commuter Services 5. Service Vehicles The following provisions apply to vehicles used by the Contractor in service. These provisions set forth the Contractor's responsibilities regarding service vehicles, not the City's responsibilities. Contractor will maintain and repair these vehicles consistent with the General Requirements below. A. General Requirements 1) Vehicles: The Contractor will be responsible for providing adequate vehicles for use in providing the service.This requires that the vehicles be ADA accessible and able to handle the terrain at all times of the year with the capacity to meet passenger demands of up to 40-50 passengers per run during the peak schedule and up to 15 passengers per run during the off-peak schedule. Adequate heat and cooling must be provided during times of inclement weather. The vehicles must be able to reach adequate highway speeds to keep the service on schedule. Yakima Transit must have the ability to install cameras on the buses along with GIS/GPS and Wi-Fi equipment to allow for the vehicle to be tracked on the City of Yakima's GIS website. 2) Vehicle Use:The vehicles used in this service (with commuter logos/signage)shall not be used in any other service or program operated by the Contractor. Other contractor-owned vehicles shall not be used in place of vehicles approved by Yakima Transit and with appropriate logo/signage without notification and pre-approval. 3) Vehicle Logo: All revenue service vehicles shall display the logos determined by Yakima Transit in a way agreed upon with the City. 4) Vehicle Identification: Each vehicle will have a designated, unique alpha/numeric number on the exterior front, back, both sides and in the front interior to enable passengers or motorists to identify the vehicle by number. These identification numbers will be at least 3" high and black in color. 5) Vehicle Appearance and Body Damage: Service vehicles must be maintained to have no apparent body or interior damage. All damage to vehicles shall be repaired within thirty (30) days of the occurrence in a high-quality manner. Any deviation from this timeline must be requested in writing from Yakima Transit and approved prior to the expiration of the 30-day timeline. 6) Body damage repairs include all dents, rips or tears in the body, damage to frame or unit construction, bent or collapsed bumpers, broken or missing lights,glass,windows,windshields,vents, steps, seats, seatbelts, any and all additional accessories added to the vehicle body, inside and out. Body damage shall also include cosmetic repairs,excluding minor door dings. In summary,all damage that could determine an unsafe operational condition for passengers and operator and/or lessen the value of such vehicle or otherwise cause a misrepresentation of the safety, quality, and professionalism of the Contractor and Yakima Transit. B. Maintenance Vehicles utilized to provide service under this agreement shall be kept in optimal operating condition and maintained according to manufacturer's recommendations as a minimum standard to minimize breakdowns and decrease the possibility of accidents. A permanent record shall be kept of all maintenance and repairs. Maintenance records must be available for inspection upon request. 1) Vehicles interior and exteriors must be clean and have exteriors free of broken mirrors,windows, grime, rust, chipped paint or major dents which detract from the overall appearance of the vehicle. Vehicle exteriors shall be washed at least twice each week on non-consecutive days and within one day after each rain/snowfall, and before being operated on any day if necessary to maintain a clean appearance. 12321P Yakima-Ellensburg Commuter Services 2) The passenger compartments must be clean, dust-free, without torn upholstery or floor coverings,damaged or broken seats and protruding sharp edges. Vehicle interiors shall be swept and emptied of trash at least once daily and windows shall be washed at least once a week. All vehicles shall be detailed thoroughly at least once a month.The interior shall be free of dirt, odors, oil,grease or litter. The seatbelts shall be clean and in proper working order. Body fluids, which could pose a health hazard to passengers,shall be cleaned up immediately before picking up additional passengers. Biohazard clean up kits must be available on each vehicle in service. A log shall be kept to ensure all vehicles are cleaned according to prescribed schedule. Explain procedures for cleaning of vehicles. 3) Each vehicle will be expected to be maintained in compliance with the Minimum Periodic Inspection Standards that have been established and that are in compliance with the Federal Motor Carrier Safety Regulations, Pocketbook edition. Contractors are encouraged to obtain a current copy of the Federal Motor Carrier Safety Regulations, Pocketbook edition if they do not already have one. Attach a copy of your vehicle maintenance plan,which includes: preventative maintenance,schedule,safety inspection, maintenance of vehicle histories, life maintenance and/or other requirements. C. Vehicle Safety Equipment Service vehicles shall be equipped with the following minimum safety equipment, which shall be the Contractor's sole responsibility: 1) Two-way communications with Contractor base station. 2) Fire extinguisher, U.L. approved, appropriate for size and type of vehicle. 3) First aid kit(approved for capacity of vehicle). 4) Sterile gloves and Mouth to Mouth Barriers. 5) Reflective triangles or other similar warning device. 6) Flashlight. 7) Tire chains,sand or other traction devices(seasonal). 8) Seatbelt cutters. 9) Blood-borne pathogens kit. 10) A current map of the City of Yakima (no more than 2 years of age) or immediate access to GPS mapping information. 11) Accident report forms and witness statement forms. The safety equipment shall be properly maintained and kept in fully functional condition. No vehicle shall be used to provide revenue service without functioning seatbelts, passenger lift, vehicle safety equipment, heater, and air conditioning. Passenger restraint equipment shall be used in accordance with Washington State law. All passengers in wheelchairs shall be transported facing forward and shall be secured with a minimum four-point ADA-certified securement system,which includes a lap belt capable of being secured to the floor. All seatbelts and mobility device securements must be used in accordance with manufacturers' specifications. Passenger lifts shall, at a minimum, meet all ADA requirements including size and lift capacity. Lifts shall be tested regularly (documented) to insure ability to lift minimum weight required by the ADA in accordance with federal regulations. 12321P Yakima-Ellensburg Commuter Services D. Vehicle Inspection The City retains the right to inspect any and all vehicles utilized in service under this contract (including maintenance and license records) at any time. Such inspection shall be at the City's cost unless the vehicle fails the inspection, in which case Contractor shall pay for the inspection. Costs for such inspections would be billed at the current City of Yakima hourly shop charge. Currently that rate is $75.00 per hour. Vehicle inspections will be conducted on a random, monthly, or as-needed basis throughout the life of the contract. E. Failed Vehicle Inspections If a vehicle fails a vehicle inspection,that vehicle MAY NOT be utilized in revenue service until the appropriate repair or correction has been made,the vehicle has been re-inspected and passed. Any vehicle that receives a notation of"Needs Attention" may continue to remain in service since the fault is not judged to be a safety issue, however the fault must be corrected before that vehicle is re-inspected in either a scheduled or random inspection. Failure to correct a fault before re-inspection is considered a breach of contract. 6. Experience and References This section of the proposal should establish the ability of the proposer to satisfactorily provide the required service by reasons of demonstrated competence, by the nature and relevance of recently completed work; record of current contracts; and supportive client references. A. Similar Service/Related Contracts Provide examples of similar service or other related contract work you have provided in the last year. Attach letters of reference or furnish the name,title, address and telephone number of the person(s)who is most knowledgeable about the work performed. B. Required License(s) Provide copies of current City, County and State required license(s) in the same name and permanent business address as the proposer. 7. Proposed Operating Base Facility Identify and describe your proposed operating base facilities including any locations in Yakima and Ellensburg for administrative, operating, and vehicle parking/storage. 8. Communications Describe your Driver communication system. Include range, capability, location of base and explain how all vehicles proposed to be used in contract service will be equipped with communication units. 9. Fuel Contractor will be solely responsible to provide and pay for fuel it uses in relation to the service, including revenue, administrative, and supervisory vehicles. 10. Comments Contractor shall keep any comments or complaints that come in related to the Service. Any comments related to civil rights violations shall be forwarded to the City within 24 hours. A copy of all complaints shall be submitted with monthly ridership reports. 11. Changes in Service The City reserves the right,at any time by written order,to make changes within the general scope of the contract regarding the services to be performed. Such changes might include, but are not limited to: changes in service not to exceed an expansion or reduction of 25%, changes in the method of operations, requirements for 12321P Yakima-Ellensburg Commuter Services passenger surveys or an analysis of service, requirements for record keeping, passenger assistance, customer service, and driver training. 12. City of Yakima Transit Responsibilities A. Establish policies, procedures, and fare structures. B. Conduct policy development, marketing of services including promotions and publicity, and oversight of complaint handling. C. Notify Contractor of upcoming National Transit Database reporting periods and audits in a timely manner. 13. Questionnaire Proposer must complete the Proposer Questionnaire Form on Section VIII and submit it with their proposal response. VI. COST PROPOSAL 1. General Instructions for Preparing Cost Proposals Proposer must submit a cost proposal on the Cost Proposal Form under Tab 8 of their proposal. 2. Total Project Cost Proposer must provide a total project cost to include all requisite services, materials,work products and ancillary expenses.Available budget for this project is estimated to be between $490,000 and $550,000. Contractor and any subcontractors' travel expenses (e.g. airfare, lodging, and meals, insurance) and other miscellaneous expenses related to the provision of services must be included in the proposed cost and cannot be an additional charge. Contractor's expenses related to providing services (e.g. computer, printer, miscellaneous equipment) must be included in the proposed cost and cannot be at an additional charge. 3. Pricing and Discount The Owner qualifies for governmental discounts. Unit prices shall reflect these discounts. Unit prices shown on the proposal or contract shall be the price per unit of sale (e.g., hour, ea.) as stated on the request or contract. For any given item,the quantity multiplied by the unit price shall establish the extended price,the unit price shall govern in the proposal evaluation and contract administration. 4. Price Clarifications The Owner reserves the right to clarify any pricing discrepancies related to assumptions on the part of the Proposers. Such clarifications will be solely to provide consistent assumptions from which an accurate cost comparison can be achieved. 12321P Yakima-Ellensburg Commuter Services VII. COST PROPOSAL FORM PROPOSAL COST FORM (Fill out and upload with proposal) Description Cost per vehicle revenue service hour Turnkey service including, insurance,fuel,staff,vehicles, and all equipment. $ Will your company be able to operate all days and hours required Yes❑ No❑ in Section V, Subsection 2.a 12321P Yakima-Ellensburg Commuter Services VIII. PROPOSER QUESTIONNAIRE AND REFERENCES Page 1 of 5 INSTRUCTIONS: Provide the requested information, sign and date. If the Owner requires further description,the Owner may request Proposer to provide such information within a mandatory due date. You must submit this completed form to the Owner with your Proposal. Failure to submit this form fully complete, may result in disqualification of Proposal. PROPOSER FIRM /COMPANY INFORMATION Proposer's Legal Name: Company's dba: (if applicable) CEO/President Name: Business Federal License No. UBI No. EIN No. Toll Free Phone ( ) Phone ( ) FAX ( ) E-Mail Address Mailing Address City State Zip +4 Physical Address City State Zip+4 PROPOSER CONTACT INFORMATION Name the person to contact for questions concerning this proposal. Name Title Toll Free Phone ( ) Phone ( ) FAX ( ) E-Mail Address Mailing Address City State Zip+4 Physical Address City State Zip +4 12321P Yakima-Ellensburg Commuter Services PROPOSER: PROPOSER QUESTIONNAIRE Page 2 of 5 OWNERSHIP Date State & Is your firm a Corporations? Yes ❑ No ❑ Incorporated County If a Corporation, list all Officers: Title Name Address Indicate: Private For-Profit Yes❑ No❑ Private Non-Profit Yes❑ No❑ If sole proprietor or partnership, list all principles: Name Address Are you a Certified Disadvantaged Business Enterprise? # Attach your Proof of Certification. FINANCIAL RESOURCES AND RESPONSIBILITY Within the previous five years, has your firm been the debtor of a bankruptcy? Yes: No: Please explain Is your firm in the process of or in negotiations toward being sold? Yes: No: Please explain Within the previous five years, has your firm been debarred from contracting with any local, state, or federal government contract? Yes: No: Please explain Within the previous five years, has your firm been determined to be a non- responsible bidder for a proposal for any government contract? Yes: No: Please explain 12321P Yakima-Ellensburg Commuter Services PROPOSER QUESTIONNAIRE PROPOSER: Page 3 of 5 Within the previous five years, has a governmental or private entity terminated your firm's contract prior to contract completion? Yes: No: Please explain Within the previous five years, has your firm used any subcontractor to perform work on a government contract when that subcontractor had been debarred by a governmental agency? Yes: No: Please explain INSURANCE List the name(s)of your insurance agent(s)and all companies who insure you. Auto Insurance Telephone General Liability Telephone Workman's Comp Telephone VEHICLE MAINTENANCE COMPANY Do you contract your vehicle maintenance routine to another company? Yes: No: If so, do they a Drug &Alcohol Policy and Testing program? Yes: No: List your maintenance company, contact person with telephone number. Company Name Phone Address Contact Person Phone Email DISPUTES Within the previous five years, has your firm been the defendant in court on a matter related to any of the following? • Payment to subcontractors? Yes: No: Please explain • Work performance on a contract? Yes: No: Please explain 12321P Yakima-Ellensburg Commuter Services isillSAMIEN)UESTIONNAIRE Page 2 of 4 Page 4 of 5 Does your firm have any outstanding lawsuits or judgments pending against it? Yes: No: If yes, provide a list and please explain: Within the previous five years, has your firm been assessed liquidated damages on a contract? Yes: No: Please explain Has your firm received notice of and/or in litigation about patent infringement for the product and/or service that your firm is offering to the City? Yes: No: Please explain COMPLIANCE Within the previous five years, has your firm or any of its owners, partners, or officers, been assessed penalties or found to have violated any laws, rules, or regulations enforced or administered by a governmental entity? This does not include owners of stock if your firm is a publicly traded corporation. Yes: No: Please explain License(s) are required to perform the services sought by this solicitation. Within the previous five years, has your firm had a license terminated or suspended by a licensing agency or been found to have violated licensing laws? Yes: No: Please explain BUSINESS INTEGRITY Is a governmental entity or public utility currently investigating your firm for false claims or material misrepresentations? Yes: No: Please explain 12321P Yakima-Ellensburg Commuter Services PROPOSER QUE93TONIMMIE PROPOSER: F ggEi2654 Within the previous five years, has a governmental entity or public utility determined your firm made a false claim or material misrepresentation? Yes: No: Please explain Within the previous five years, has your firm or any of its owners, partners or officers been convicted of a crime involving the bidding on a government contract, the awarding of a government contract,the performance of a government contract, or of a crime of fraud, theft, embezzlement, perjury, bribery? This does not include Owners of stock if your firm is a publicly traded corporation. Yes: No: Please explain 12321P Yakima-Ellensburg Commuter Services PROPOSER REFERENCES 1) Company Name Address (include Zip + 4) Contact Person Phone No. Describe experience with reference 2) Company Name Address (include Zip + 4) Contact Person Phone No. Describe experience with reference 3) Company Name Address (include Zip + 4) Contact Person Phone No. Describe experience with reference 12321P Yakima-Ellensburg Commuter Services 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING (Fill out and upload with proposal) Certification for Contracts,Grants, Loans,and Cooperative Agreements The undersigned certifies,to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement,and the extension, continuation, renewal, amendment,or modification of any Federal contract,grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency,a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract,grant, loan, or cooperative agreement,the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by"Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65,to be codified at 2 USC 1601, et seq.)] (3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans,and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, USC§ 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 USC§ 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than$10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition,the Contractor understands and agrees that the provisions of 31 USC 3801, et seq., apply to this certification and disclosure, if any. Signature of Contractor's Authorized Official Name and Title of Contractor's Authorized Official Date 12321P Yakima-Ellensburg Commuter Services PERSONNEL INVENTORY FORM * (Fill out and upload with proposal)* Firm Name: Contact: Address: Phone Number: City: State: Zip: Type of Service Provided: Are you a certified DBE or WMBE?: YES NO . If yes,what is your certification number? Vendor's Entire Work Force-if you need additional space, photocopy this section and attach it to this form. Total Employed Total African Asian or Pacific Native Hispanic or Apprentice Minorities American Islander American Latino Occupation Trainee M F M F M F M F M F M F M F Officers Foremen Clerical Totals: Goals for minorities and women employees in the Vendor's and subVendor's workforce are 10% combined. Vendors and subVendors do not have to fire or lay off employees to meet these goals, however, if new employees are hired, it shall be an obligation to make a good faith effort to hire qualified minorities and women. 12321P Yakima-Ellensburg Commuter Services ATTACHMENT A When spending Federal Funding, the City complies with and has a separate policy for "Uniform Administrative Requirement, Cost Principals, and Audit Requirements for Federal Awards", published in Title 2 of the Code of Federal Regulations, (2 CFR 200),specifically 2 CFR 200.318 through 200.326. 2 CFR 200 Procurement Standards for when utilizing Federal Funds (Adapted for City of Yakima use to comply with 200.318 through 200.326) 200.318 General procurement standards. 200.319 Competition. 200.320 Methods of procurement to be followed. 200.321 Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms. 200.322 Procurement of recovered materials. 200.323 Contract cost and price. 200.324 Federal awarding agency or pass-through entity review. 200.325 Bonding requirements. 200.326 Contract provisions. 1. General procurement standards. (Adapted from §200.318) A. Conform to Federal Law: The City uses its own documented procurement procedures which reflect applicable State, local, laws and regulations, providing for procurements that conform to applicable Federal law and the standards identified in these Procurement Standards. B. Oversight: City Attorney shall maintain oversight when procuring Equipment, Materials, Services and Limited Public Works, to ensure that contractors perform in accordance with the terms, conditions, and specifications of their contracts or purchase orders. C. Conflict of Interest: City maintains written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection,award and administration of contracts in the City. In addition, no employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a Federal award if he or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract. The officers, employees, and agents of the City may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. D. Organizational Conflicts of Interest: If the City has a parent, affiliate, or subsidiary organization that is not a state, local government, or Indian tribe, the City maintains written standards of conduct covering organizational conflicts of interest. Organizational conflicts of interest means that because of relationships with a parent company, affiliate, or subsidiary organization, the City entity is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization. 12321P Yakima-Ellensburg Commuter Services E. Most Economical Approach: The City must avoid acquisition of unnecessary or duplicative items. Consideration should be given to consolidating or breaking out procurements to obtain a more economical purchase. Where appropriate, an analysis will be made of lease versus purchase alternatives, and any other appropriate analysis to determine the most economical approach. F. Intergovernmental Procurements: To foster greater economy and efficiency, and in accordance with efforts to promote cost-effective use of shared services across the Federal Government, the City is encouraged to enter into state and local intergovernmental agreements or inter-entity agreements where appropriate for procurement or use of common or shared goods and services. G. Federal Surplus: The City is encouraged to use Federal excess and surplus property in lieu of purchasing new equipment and property whenever such use is feasible and reduces project costs. H. Value Engineering: The City is encouraged to use value engineering clauses in contracts for construction projects of sufficient size to offer reasonable opportunities for cost reductions. Value engineering is a systematic and creative analysis of each contract item or task to ensure that its essential function is provided at the overall lower cost. I. Responsible Contractor: The City must award contracts only to responsible contractors possessing the ability to perform successfully under the terms and conditions of a proposed procurement. Consideration will be given to such matters as contractor integrity, compliance with public policy, record of past performance, and financial and technical resources. See also§200.213 Suspension and debarment. J. Records: The City must maintain records sufficient to detail the history of procurement. These records will include, but are not necessarily limited to, the following: rationale for the method of procurement, selection of contract type, contractor selection or rejection, and the basis for the contract price. K. Time and Materials Contracts: The City entity may use a time and materials type contract only after a determination that no other contract is suitable and if the contract includes a ceiling price that the contractor exceeds at its own risk. Time and materials type contract means a contract whose cost to a City is the sum of: i. The actual cost of materials; and ii. Direct labor hours charged at fixed hourly rates that reflect wages, general and administrative expenses, and profit. L. Ceiling Price: Since this formula generates an open-ended contract price, a time-and-materials contract provides no positive profit incentive to the contractor for cost control or labor efficiency. Therefore,each contract must set a ceiling price that the contractor exceeds at its own risk. Further, the City awarding such a contract must assert a high degree of oversight in order to obtain reasonable assurance that the contractor is using efficient methods and effective cost controls. M. Issues: The City alone must be responsible, in accordance with good administrative practice and sound business judgment, for the settlement of all contractual and administrative issues arising out of procurements. These issues include, but are not limited to, source evaluation, protests, disputes, and claims. These standards do not relieve the City of any contractual responsibilities under its contracts. The Federal awarding agency will not substitute its judgment for that of the City unless the matter is primarily a Federal concern. Violations of law will be referred to the local, state, or Federal authority having proper jurisdiction. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 2014; 80 FR 43309, July 22, 2015] 2. Competition. (Adapted from §200.319) A. Full and Open Competition: All procurement transactions must be conducted in a manner providing full and open competition consistent with the standards of this section. In order to ensure objective contractor performance and eliminate unfair competitive advantage, contractors that develop or draft specifications, requirements, statements of 12321P Yakima-Ellensburg Commuter Services work,or invitations for bids or requests for proposals must be excluded from competing for such procurements. Some of the situations considered to be restrictive of competition include but are not limited to: B. Unreasonable Requirements: Placing unreasonable requirements on firms in order for them to qualify to do business; C. Unnecessary Experience and Bonding: Requiring unnecessary experience and excessive bonding; D. Noncompetitive Pricing: Noncompetitive pricing practices between firms or between affiliated companies; E. Noncompetitive Contracts: Noncompetitive contracts to consultants that are on retainer contracts; F. Organizational conflicts of interest: G. Brand Name: Specifying only a "brand name" product instead of allowing "an equal" product to be offered and describing the performance or other relevant requirements of the procurement; and H. Arbitrary Actions: Any arbitrary action in the procurement process. I. Geoaraphical Preferences: The City will conduct procurements in a manner that prohibits the use of statutorily or administratively imposed state, local, or tribal geographical preferences in the evaluation of bids or proposals, except in those cases where applicable Federal statutes expressly mandate or encourage geographic preference. Nothing in this section preempts state licensing laws. When contracting for architectural and engineering (NE) services, geographic location may be a selection criterion provided its application leaves an appropriate number of qualified firms, given the nature and size of the project, to compete for the contract. J. The City ensures that all solicitations: i. Incorporate a clear and accurate description of the technical requirements for the material, product, or service to be procured. Such description must not, in competitive procurements,contain features which unduly restrict competition. The description may include a statement of the qualitative nature of the material, product or service to be procured and, when necessary, must set forth those minimum essential characteristics and standards to which it must conform if it is to satisfy its intended use. Detailed product specifications should be avoided if at all possible. When it is impractical or uneconomical to make a clear and accurate description of the technical requirements, a "brand name or equivalent"description may be used as a means to define the performance or other salient requirements of procurement. The specific features of the named brand which must be met by offers must be clearly stated; and ii. Identify all requirements which the offerors must fulfill and all other factors to be used in evaluating bids or proposals. iii. The City ensures that all prequalified lists of persons,firms, or products which are used in acquiring goods and services are current and include enough qualified sources to ensure maximum open and free competition. Also, the City must not preclude potential bidders from qualifying during the solicitation period. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 2014] 3. Methods of procurement to be followed. (Adapted from §200.320 ) The City must use one of the following methods of procurement. 12321P Yakima-Ellensburg Commuter Services A. Procurement by micro-purchases. Procurement by micro-purchase is the acquisition of supplies or services, the aggregate dollar amount of which does not exceed the micro-purchase threshold (§200.67 Micro-purchase). To the extent practicable, the City must distribute micro-purchases equitably among qualified suppliers. Micro-purchases may be awarded without soliciting competitive quotations if the City considers the price to be reasonable. B. Procurement by small purchase procedures. Small purchase procedures are those relatively simple and informal procurement methods for securing services, supplies, or other property that do not cost more than the Simplified Acquisition Threshold. If small purchase procedures are used, price or rate quotations must be obtained from an adequate number of qualified sources. C. Procurement by sealed bids (formal advertising). Bids are publicly solicited and a firm fixed price contract (lump sum or unit price) is awarded to the responsible bidder whose bid, conforming to all the material terms and conditions of the invitation for bids, is the lowest in price.The sealed bid method is the preferred method for procuring construction, if the conditions in paragraph (C)(i) of this section apply. i. In order for sealed bidding to be feasible, the following conditions should be present: 1) A complete, adequate, and realistic specification or purchase description is available; 2) Two or more responsible bidders are willing and able to compete effectively for the business; and 3) The procurement lends itself to a firm fixed price contract and the selection of the successful bidder can be made principally on the basis of price. 4) If sealed bids are used, the following requirements apply: a) Bids must be solicited from an adequate number of known suppliers, providing them sufficient response time prior to the date set for opening the bids (11 days for the City in 2 issues and 13 days for the County in 2 issues). The invitation for bids must be publicly advertised; b) The invitation for bids, which will include any specifications and pertinent attachments, must define the items or services in order for the bidder to properly respond; c) All bids will be opened at the time and place prescribed in the invitation for bids, and opened publicly; d) A firm fixed price contract award will be made in writing to the lowest responsive and responsible bidder. Where specified in bidding documents, factors such as discounts, transportation cost, and life cycle costs must be considered in determining which bid is lowest. Payment discounts will only be used to determine the low bid when prior experience indicates that such discounts are usually taken advantage of; and e) Any or all bids may be rejected if there is a sound documented reason. D. Procurement by competitive proposals.The technique of competitive proposals is normally conducted with more than one source submitting an offer,and either a fixed price or cost-reimbursement type contract is awarded. It is generally used when conditions are not appropriate for the use of sealed bids. If this method is used,the following requirements apply: i. Requests for proposals must be publicized and identify all evaluation factors and their relative importance. Any response to publicized requests for proposals must be considered to the maximum extent practical; ii. Proposals must be solicited from an adequate number of qualified sources; 12321P Yakima-Ellensburg Commuter Services iii. The City must have a written method for conducting technical evaluations of the proposals received and for selecting recipients; iv. Contracts must be awarded to the responsible firm whose proposal is most advantageous to the program, with price and other factors considered; and v. The City may use competitive proposal procedures for qualifications-based procurement of architectural/engineering (NE) professional services whereby competitors'qualifications are evaluated and the most qualified competitor is selected, subject to negotiation of fair and reasonable compensation. The method,where price is not used as a selection factor, can only be used in procurement of NE professional services. It cannot be used to purchase other types of services though NE firms are a potential source to perform the proposed effort. vi. Procurement by noncompetitive proposals. Procurement by noncompetitive proposals is procurement through solicitation of a proposal from only one source and may be used only when one or more of the following circumstances apply: 1)The item is available only from a single source; 2)The public exigency or emergency for the requirement will not permit a delay resulting from competitive solicitation; 3)The Federal awarding agency or pass-through entity expressly authorizes noncompetitive proposals in response to a written request from the City;or 4)After solicitation of a number of sources, competition is determined inadequate. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 2014; 80 FR 54409, Sept. 10, 2015] 4. Contracting with small and minority businesses,women's business enterprises,and labor surplus area firms. (Adapted from §200.321) A. The City must take all necessary affirmative steps to assure that minority businesses,women's business enterprises, and labor surplus area firms are used when possible. B. Affirmative steps must include: i. Placing qualified small and minority businesses and women's business enterprises on solicitation lists (forward requests to Purchasing); ii. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources. iii. Dividing total requirements,when economically feasible,into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; iv. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; v. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce, and Montana Department of Transportation httbs://www.mdt.mt.aov/business/contracting/civil/dbe.shtml.; and 12321P Yakima-Ellensburg Commuter Services vi. Requiring the prime contractor,if subcontracts are to be let,to take the affirmative steps listed in paragraphs (i) through (ii) of this section. 5. Procurement of recovered materials. (Adapted from §200.322 ) The City must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act.The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds$10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 2014] 6. Contract cost and price. (Adapted from §200.323) A. The City must perform a cost or price analysis in connection with every procurement action in excess of the Simplified Acquisition Threshold including contract modifications. The method and degree of analysis is dependent on the facts surrounding the particular procurement situation, but as a starting point, the City must make independent estimates before receiving bids or proposals. B. The City must negotiate profit as a separate element of the price for each contract in which there is no price competition and in all cases where cost analysis is performed.To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the contractor, the contractor's investment,the amount of subcontracting,the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. C. Costs or prices based on estimated costs for contracts under the Federal award are allowable only to the extent that costs incurred or cost estimates included in negotiated prices would be allowable for the City.The City may reference its own cost principles that comply with the Federal cost principles. D. The cost plus a percentage of cost and percentage of construction cost methods of contracting must not be used. 7. Federal awarding agency or pass-through entity review. (Adapted from §200.324) A. The City must make available, upon request of the Federal awarding agency or pass-through entity, technical specifications on proposed procurements where the Federal awarding agency or pass-through entity believes such review is needed to ensure that the item or service specified is the one being proposed for acquisition. This review generally will take place prior to the time the specification is incorporated into a solicitation document. However, if the City desires to have the review accomplished after a solicitation has been developed, the Federal awarding agency or pass-through entity may still review the specifications, with such review usually limited to the technical aspects of the proposed purchase. B. The City must make available upon request,for the Federal awarding agency or pass-through entity pre-procurement review, procurement documents,such as requests for proposals or invitations for bids,or independent cost estimates, when: i. The City's procurement procedures or operation fails to comply with the procurement standards in this part; ii. The procurement is expected to exceed the Simplified Acquisition Threshold and is to be awarded without competition or only one bid or offer is received in response to a solicitation; 12321P Yakima-Ellensburg Commuter Services iii. The procurement, which is expected to exceed the Simplified Acquisition Threshold, specifies a "brand name" product; iv. The proposed contract is more than the Simplified Acquisition Threshold and is to be awarded to other than the apparent low bidder under a sealed bid procurement; or v. A proposed contract modification changes the scope of a contract or increases the contract amount by more than the Simplified Acquisition Threshold. C. The City is exempt from the pre-procurement review in paragraph (ii) of this section if the Federal awarding agency or pass-through entity determines that its procurement systems comply with the standards of this part. D. The City may request that its procurement system be reviewed by the Federal awarding agency or pass-through entity to determine whether its system meets these standards in order for its system to be certified.Generally,these reviews must occur where there is continuous high-dollar funding, and third party contracts are awarded on a regular basis; E. The City may self-certify its procurement system. Such self-certification must not limit the Federal awarding agency's right to survey the system. Under a self-certification procedure, the Federal awarding agency may rely on written assurances from the City that it is complying with these standards. The City must cite specific policies, procedures, regulations, or standards as being in compliance with these requirements and have its system available for review. 8. Bonding requirements. (Adapted from §200.325) For construction or facility improvement contracts or subcontracts exceeding the Simplified Acquisition Threshold, the Federal awarding agency or pass-through entity may accept the bonding policy and requirements of the City provided that the Federal awarding agency or pass-through entity has made a determination that the Federal interest is adequately protected. If such a determination has not been made,the minimum requirements must be as follows: A. A bid guarantee from each bidder equivalent to five percent of the bid price. The "bid guarantee" must consist of a firm commitment such as a bid bond,certified check,or other negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of the bid, execute such contractual documents as may be required within the time specified. B. A performance bond on the part of the contractor for 100 percent of the contract price. A"performance bond" is one executed in connection with a contract to secure fulfillment of all the contractor's obligations under such contract. C. A payment bond on the part of the contractor for 100 percent of the contract price. A"payment bond"is one executed in connection with a contract to assure payment as required by law of all persons supplying labor and material in the execution of the work provided for in the contract. 9. Federal Contract provisions. (Adapted from §200.326) The City's contracts utilizing Federal Funding must contain the applicable provisions described in Appendix II to Part 200— Contract Provisions for City Contracts Under Federal Awards, which can be viewed and copied at: http://federal.elaws.us/cfr/title2.chapterii.part200.appii In addition to other provisions required by the Federal agency or non-Federal entity,all contracts made by the non-Federal entity under the Federal award must contain provisions covering the following,as applicable. (A)Contracts for more than the simplified acquisition threshold currently set at$150,000,which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council(Councils)as 12321P Yakima-Ellensburg Commuter Services authorized by 41 U.S.C. 1908,must address administrative,contractual,or legal remedies in instances where contractors violate or breach contract terms,and provide for such sanctions and penalties as appropriate. (B)All contracts in excess of$10,000 must address termination for cause and for convenience by the non-Federal entity including the manner by which it will be effected and the basis for settlement. (C)Equal Employment Opportunity.Except as otherwise provided under 41 CFR Part 60,all contracts that meet the definition of"federally assisted construction contract"in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b),in accordance with Executive Order 11246, "Equal Employment Opportunity"(30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp.,p. 339),as amended by Executive Order 11375,"Amending Executive Order 11246 Relating to Equal Employment Opportunity,"and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs,Equal Employment Opportunity,Department of Labor." (D)Davis-Bacon Act,as amended(40 U.S.C. 3141-3148).When required by Federal program legislation,all prime construction contracts in excess of$2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act(40 U.S.C. 3141-3144,and 3146-3148)as supplemented by Department of Labor regulations(29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction").In accordance with the statute,contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition,contractors must be required to pay wages not less than once a week.The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation.The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination.The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.The contracts must also include a provision for compliance with the Copeland"Anti-Kickback"Act(40 U.S.C. 3145),as supplemented by Department of Labor regulations(29 CFR Part 3,"Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States").The Act provides that each contractor or subrecipient must be prohibited from inducing,by any means,any person employed in the construction, completion,or repair of public work,to give up any part of the compensation to which he or she is otherwise entitled.The non- Federal entity must report all suspected or reported violations to the Federal awarding agency. (E)Contract Work Hours and Safety Standards Act(40 U.S.C. 3701-3708).Where applicable,all contracts awarded by the non- Federal entity in excess of$100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C.3702 and 3704,as supplemented by Department of Labor regulations(29 CFR Part 5).Under 40 U.S.C. 3702 of the Act,each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours.Work in excess of the standard work week is permissible provided that the worker is 12321P Yakima-Ellensburg Commuter Services compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week.The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary,hazardous or dangerous.These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market,or contracts for transportation or transmission of intelligence. (F)Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of"funding agreement"under 37 CFR §401.2(a)and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties,assignment or performance of experimental,developmental,or research work under that"funding agreement,"the recipient or subrecipient must comply with the requirements of 37 CFR Part 401,"Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,Contracts and Cooperative Agreements,"and any implementing regulations issued by the awarding agency. (G)Clean Air Act(42 U.S.C. 7401-7671q.)and the Federal Water Pollution Control Act(33 U.S.C. 1251-1387),as amended— Contracts and subgrants of amounts in excess of$150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards,orders or regulations issued pursuant to the Clean Air Act(42 U.S.C.7401-7671 q)and the Federal Water Pollution Control Act as amended(33 U.S.C. 1251-1387).Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). (H)Debarment and Suspension(Executive Orders 12549 and 12689)—A contract award(see 2 CFR 180.220)must not be made to parties listed on the governmentwide exclusions in the System for Award Management(SAM),in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549(3 CFR part 1986 Comp.,p. 189)and 12689(3 CFR part 1989 Comp.,p.235),"Debarment and Suspension."SAM Exclusions contains the names of parties debarred,suspended,or otherwise excluded by agencies,as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. (I)Byrd Anti-Lobbying Amendment(31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding$100,000 must file the required certification.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 must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.Such disclosures are forwarded from tier to tier up to the non- Federal award. 12321P Yakima-Ellensburg Commuter Services (J)See§200.322 Procurement of recovered materials. [78 FR 78608,Dec.26,2013,as amended at 79 FR 75888,Dec. 19,2014] 12321P Yakima-Ellensburg Commuter Services ATTACHMENT B1 ELLENSBURG COMMUTER SERVICE SCHEDULE Yakima to Ellensburg 0 0 0 0 0 0 © 0 Yakima Selah- Selah- Golden Dragon- Ellensburg- Yakima Yakima Transit 301 S.1st St. Firing Ellensburgy - E.11th Ave.& Airport Y.Y.C. Center Conoco Station Center Rd. UmptanumN.Maple St AM 6:10 6:15 6:24 6:33 6:44 7:14 7:21 7:25 7:35 7:40 7:49 7:58 8:09 8:39 8:46 8:50 'Seasonal 9:20 9:25 9:34 9:43 9:54 10:24 10:31 10:35 12:50 12:55 1:04 1:13 1:24 1:54 2:01 2:05 PM 2:20 2:25 2:34 2:43 2:54 3:24 3:31 3:35 3:50 3:55 4:04 4:13 4:24 4:54 5:01 5:05 5:25 5:30 5:39 5:48 5:59 6:29 6:36 6:40 • Ellensburg to Yakima 0 0 0 0 0 0 0 0 Ellensburg- Golden Dragon- Selah- Selah- Yakima E. 11th Ave.& Ellensburg- Ruby& Firing S.1st St. Transit Yakima Yakima N.Maple St Safeway Umptanum Center Rd. Civic Center Center Y.Y.C. Airport 6:00 6:04 6:11 6:40 6:51 7:00 7:09 7:14 AM 7:45 7:49 7:55 8:25 8:36 8:45 8:54 8:59 *Seasonal 10:40 10:44 10:52 11:25 11:36 11:45 11:54 11:59 12:45 12:49 12:55 1:25 1:36 1:45 1:54 1:59 PM 2:10 2:14 2:21 2:55 3:06 3:15 3:24 3:29 3:40 3:44 3:51 4:25 4:36 4:45 4:54 4:59 5:10 5:14 5:21 5:55 6:06 6:15 6:24 6:29 12321P Yakima-Ellensburg Commuter Services Friday Only/solo de lunes a viernes Yakima to Ellensburg 0 0 0 0 0 0 0 Yakima Selah- Selab- Ellensburg- Ellensburg- • Yakima Yakima- Transit S.1st St Firrng N.Anderson St. CWU Airport Y.V.C.C. Center Civic Center Center Rd. University Way SURC AM 6:10 6:15 6:24 6:33 6:44 7:21 7:25 7:35 7:40 7:49 7:58 8:09 8:46 8:50 Seasonal' 9:20 9:25 9:34 9:43 9:54 10:31 10:35 12:50 12:55 1:04 1:13 1:24 2:01 2:05 P M 2:20 2:25 2:34 2:43 2:54 3:31 3:35 3:50 3:55 4:04 4:13 4:24 5:01 5:05 5:25 5:30 5:39 5:48 5:59 6:36 6:40 Ellensburg to Yakima © 0 0 © 0 0 0 Ellensburg-Ellensburg- Selah- Selah- Yakima CWU N.Anderson St. Firing S.1st St. Transit Yakima- Yakima SURC University Way Center Rd. Civic Center Center Y.V.C.C. Airport Am 6:00 6:04 6:40 6:51 7:00 7:09 7:14 7:45 7:49 8:25 8:36 8:45 8:54 8:59 Seasonal* 10:40 10:44 11:25 11:36 11:45 11:54 11:59 12:45 12:49 1:25 1:36 1:45 1:54 1:59 PM 2:10 2:14 2:55 3:06 3:15 3:24 3:29 3:40 3:44 4:25 4:36 4:45 4:54 4:59 5:10 5:14 5:55 6:06 6:15 6:24 6:29 *An additional midday trip is provided between each city when the seasonal schedule is in effect. During the Spring,the seasonal schedule applies March 29-June 9(when CWU is in session}_The extra run will not operate during Spring Break, March 18-March 28 or the Summer Break,June 10-August 23. Yakima•F11ensburg Commuter 12321P Yakima-Ellensburg Commuter Services ATTACHMENT B2 Service Day Schedule SEASON/OFF-SEASON Seasonal Schedule Sept 21, 2023- Nov 22, 2023- Fall Quarter Nov 28, 2023—Dec 8, 2023 Fall Quarter(cont.) Jan 4, 2024—Mar 17, 2024 Winter Quarter Mar 29, 2024—Jun 9, 2024 Spring Quarter Off Season Schedule July 1, 2023—Sept 20, 2023—Summer Nov 23, 2023—Nov 25, 2023—Thanksgiving Break Dec 9, 2023—Jan 3, 2024—Winter Break Mar 18, 2024—Mar 28, 2024—Spring Break Jun 10, 2024—Jun 30, 2024 TBD in future school years 12321P Yakima-Ellensburg Commuter Services ATTACHMENT B3 Holiday Schedule No Service Provided on the Following Nationally Recognized Holidays 2023 Juneteenth Mon.,June 19,2023 Independence Day Tues.,July 4,2023 Labor Day Mon.,Sept.4,2023 Veterans Day Sat.,Nov.11,2023 Thanksgiving Day Thurs,Nov.23,2023 Christmas Day Mon.,Dec.25,2023 2024 New Year's Day Mon,Jan.1 2024 Martin Luther King Day Mon.,Jan 15,2024 President's Day Mon.,Feb.19,2024 Memorial Day Mon.,May 27,2024 Juneteenth Wed.,June 19,2024 Independence Day Thurs,July 4,2024 Labor Day Mon.,Sept.2,2024 Veterans Day Mon.,Nov.11,2024 Thanksgiving Day Thurs,Nov 28,2024 Christmas Day Wed.,Dec.25,2024 2025 New Year's Day Wed.,Jan.1 2025 Martin Luther King Day Mon.,Jan 20,2025 President's Day Mon.,Feb.17,2025 Memorial Day Mon,May 26,2025 Juneteenth Thurs.,June 19,2025 Independence Day Fri.,July 4,2025 Labor Day Mon,Sept 1,2025 Veterans Day Tues.,Nov.11,2025 Thanksgiving Day Thurs.,Nov.27,2025 Christmas Day Thurs.,Dec 25,2025 2026 New Year's Day Thurs.,Jan.1 2026 Martin Luther King Day Mon,Jan 19,2026 President's Day Mon.,Feb.16,2026 Memorial Day Mon.,May 25,2026 TBD for subsequent years 12321P Yakima-Ellensburg Commuter Services ATTACHMENT C Ellensburg Commuter Ridership 2-Year History 2019 Month Month Month Month Jan Jan Jan Jan Feb Feb Feb Feb March March March March April April April April May May May May June June June June July July July July August August August August September September September September October October October October November November November November December December December December Total Total Total Total 2022 Month Month Month Month Jan Jan Jan Jan Feb Feb Feb Feb March March March March April April April April May May May May June June June June July July July July August August August August September September September September October October October October November November November November December December December December Total Total Total Total 12321P Yakima-Ellensburg Commuter Services EXHIBIT A RFP SOLICITATION 12321 P YAKIMA-ELLENSBURG COMMUTER SERVICE VII. COST PROPOSAL FORM PROPOSAL COST FORM (Fill out and upload with proposal) Description Cost per vehicle revenue service hour Turnkey service including, insurance,fuel,staff,vehicles, and all equipment. $ 159.86 Will your company be able to operate all days and hours required Yes No❑ in Section V, Subsection 2.a 12321P Yakima-Ellensburg Commuter Services BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 6.J. For Meeting of: July 18, 2023 ITEM TITLE: Resolution awarding and authorizing an agreement with CWA, Inc. dba Airport Shuttle, for Yakima -Ellensburg Commuter Service SUBMITTED BY: Susan Knotts, Buyer II, Purchasing Division Alvie Maxey, Transit Manager *Scott Schafer, Public Works Director SUMMARY EXPLANATION: On May 26, 2023, the City of Yakima solicited RFP 12321 P titled Yakima -Ellensburg Commuter Service to provide shuttle service between the City of Yakima and the City of Ellensburg. This Agreement takes the place of City Contract No. 2016-136 which expires on July 30, 2023. CWA, LLC, proposal was reviewed and verified as meeting all the mandatory and general qualifications and performance requirements meeting the needs of the City, therefore, recommendation of award is made to CWA, LLC. This contract is a two year term contract with possible two extensions of two years each. The first term of this contract is being funded by the WSDOT Move Ahead grant. ITEM BUDGETED: Yes STRATEGIC PRIORITY: Public Safety APPROVED FOR SUBMITTAL BY THE CITY MANAGER RECOMMENDATION: Adopt Resolution. ATTACHMENTS: Description Upload Date Type Resolution 7/14/2023 Cover Memo Memo of Award 7/14/2023 Cover Memo Agreement - Yakima -Ellensburg Commuter CeNce 7/14/2023 Contract Exhibit A Yak-Ei9ensburg agrrmt 7/14/2023 Contract Exhibit Yak -Ellensburg agrmmt 7/14/2023 Contract