CITY OF PHOENIX PUBLIC TRANSIT DEPARTMENT REQUEST … The primary function of the Operations Control...

CITY OF PHOENIX

PUBLIC TRANSIT DEPARTMENT

REQUEST FOR PROPOSALS RFP PTD15-003

OPERATIONS CONTROL CENTER AND DATA COLLECTION SERIVCES

PRE-PROPOSAL CONFERENCE: MONDAY, OCTOBER 13, 2014 1:00 P.M. MST (LOCAL TIME)

302 NORTH FIRST AVENUE, ROOM 9A PHOENIX, AZ 85003

PROPOSAL DUE DATE: FRIDAY, NOVEMBER 21, 2014 2:00 P.M. MST (LOCAL TIME)

302 NORTH FIRST AVENUE, SUITE 900 PHOENIX, AZ 85003

City of Phoenix Contact: Kimberly Hayden, Contracts Specialist II

Office: (602) 256-3239 FAX: (602) 495-2002

[email protected]

CITY OF PHOENIX PUBLIC TRANSIT DEPARTMENT

RFP PTD15-003 - OPERATIONS CONTROL CENTER AND DATA COLLECTION SERVICES

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TABLE OF CONTENTS

SECTION PAGE 1. INTRODUCTION

1.1 Introduction ................................................................................................... 1 1.2 Pre-proposal Conference .............................................................................. 1 1.3 Schedule of Events ....................................................................................... 1 1.4 Contractual Relationship ............................................................................... 1 1.5 Solicitation Transparency Policy .................................................................... 2 1.6 Definition of Key Terms ................................................................................. 2

2. SCOPE OF WORK

2.1 Background ................................................................................................... 4 2.2 Current Contractor Requirements .................................................................. 4 2.3 Operations Control Center Function .............................................................. 4 2.4 Data Collection Function ............................................................................... 5 2.5 Service Area .................................................................................................. 6 2.6 Contractor Responsibilities ............................................................................ 7 2.7 Reports ......................................................................................................... 9 2.8 Special Projects ...........................................................................................10 2.9 Coordination With Other Agencies ...............................................................10 2.10 City-Provided and Contractor-Provided Equipment ......................................10 2.11 302 Building Public Transit Headquarters .....................................................11 2.12 Space Allocation ..........................................................................................12 2.13 Furniture .......................................................................................................12 2.14 Facility Maintenance .....................................................................................12 2.15 Facility and Equipment Damage ...................................................................13 2.16 Parking .........................................................................................................13 2.17 City’s Responsibilities ...................................................................................13 2.18 City of Phoenix Technology Provisions .........................................................15 2.19 Labor Relations Requirements .....................................................................15 2.20 Facility and Building Access .........................................................................15

3. INSTRUCTIONS TO PROPOSERS

3.1 Inquires ........................................................................................................16 3.2 Proposal Submittal Instructions ....................................................................16 3.3 Proposer Responsibility ................................................................................17 3.4 Proposal Guidelines. ....................................................................................17 3.5 Proposal Content..........................................................................................18 3.6 Proposer Exceptions ....................................................................................20 3.7 Addenda .......................................................................................................20 3.8 Proposer Rights ...........................................................................................20 3.9 City Reservation of Rights ............................................................................21 3.10 Late Proposals Not Considered ....................................................................21



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SECTION PAGE 3. INSTRUCTIONS TO PROPOSERS (CON’T)

3.11 RFP Inconsistencies and Errors ...................................................................21 3.12 Proposer Errors or Omissions ......................................................................21 3.13 Proposer Incurred Costs...............................................................................21 3.14 Modification or Withdrawal of Proposal .........................................................21 3.15 Proposer Certification ...................................................................................21 3.16 Discounts .....................................................................................................22 3.17 City’s Right to Disqualify for Conflict of Interest ............................................22 3.18 Covenant Against Contingent Fees ..............................................................22 3.19 Execution of Agreement ...............................................................................22

4. EVALUATION AND AWARD 4.1 Proposal Evaluation, Negotiation and Selection ...........................................23 4.2 Evaluation Committee ..................................................................................23 4.3 Proposal Selection Process ..........................................................................23 4.4 Evaluation Procedure ...................................................................................25 4.5 Evaluation of Competitive Proposals ............................................................26 4.6 Protest Procedure ........................................................................................28

5. GENERAL TERMS AND CONDITIONS

5.1 Method of Payment and Invoicing ................................................................29 5.2 Price ............................................................................................................29 5.3 Addition or Deletion of Services ....................................................................29 5.4 Unsatisfactory Performance .........................................................................30 5.5 Pre-Commencement Meeting .......................................................................30 5.6 Non-Waiver of Liability .................................................................................30 5.7 Contract Oversight .......................................................................................30 5.8 Licenses and Permits ...................................................................................30 5.9 Exclusion Possession ...................................................................................30 5.10 Contractor Incurred Risks .............................................................................31 5.11 Failure to Comply .........................................................................................31 5.12 Contract Closeout.........................................................................................31 5.13 Contract Cancellation ...................................................................................31 5.14 Indemnification .............................................................................................31 5.15 Insurance Requirements ..............................................................................32 5.16 Contractor and Subcontractor Worker Background Screening......................34 5.17 Access Controls, Badge and Key Access Procedure ....................................37

6. SUBMITTAL FORMS

6.1 Price Proposal .............................................................................................39 6.2 Certification Form .........................................................................................40 6.3 Payment Terms ............................................................................................41 6.4 Addenda Certification ...................................................................................41



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ATTACHMENT: Attachment A – Draft Contract EXHIBITS: The following exhibits are considered part of the RFP and will be incorporated, as such, in any resultant Contract. Exhibit A – Current Positions and Salaries Exhibit B - OCC Floor Plan Exhibit C – Transit Vehicle Management System Support Services



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SECTION 1– INTRODUCTION 1.1 INTRODUCTION

The City of Phoenix Public Transit Department (CITY) requests proposals from qualified firms to manage the City’s fixed route transit fleet in accordance with the terms and conditions set forth in Request for Proposals (RFP) PTD15-003. The term of the contract shall be for a two-year (2) year period commencing on or about July 1, 2015 and expiring June 30, 2017, with an option to extend three (3) additional years in one (1) year increments. The option to extend may be exercised by the CITY at any time prior to the expiration of the contract term.

1.2 PRE-PROPOSAL CONFERENCE Proposers are strongly encouraged to attend the pre-proposal conference. The pre-proposal conference will be held on Monday, October 13, 2014, at 1:00 p.m. (local time), in conference room 9A, at 302 North 1st Avenue, 9th Floor, Phoenix, Arizona 85003. Terms, conditions, and scope of work will be reviewed and discussed. Technical questions will not be addressed but will be answered in writing, in the form of an addendum, to all proposers.

1.3 SCHEDULE OF EVENTS This schedule of events outlines the tentative schedule of major activities of the RFP process. CITY reserves the right to amend this schedule if necessary. Date Event

September 30, 2014

Notice of RFP posted on CITY’s internet site

October 13, 2014

Pre-proposal Conference (1:00 p.m. local time)

October 23, 2014

Last date for submission of written inquiries (5:00 p.m. local time)

November 21, 2014

Proposal package submission deadline (2:00 p.m. local time)

February 5, 2015

Notice of contract award recommendation

July 1, 2015

Contract start date

1.4 CONTRACTUAL RELATIONSHIP

The information in this RFP is not intended to completely define the proposed contractual relationship to be entered into by the CITY and the successful Proposer. Proposers are advised to read carefully the draft agreement (Attachment A), to which



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the successful Proposer shall be bound. These agreement terms may be amended at the sole discretion of the CITY at any time during the RFP process and/or prior to execution of the Contract.

1.5 SOLICITATION TRANSPARENCY POLICY Beginning on the date the solicitation is issued and until the date the contract is awarded or the solicitation withdrawn, all persons or entities that respond to RFP PTD15-003, including their authorized employees, agents, representatives, proposed partner(s), sub-contractor(s), joint venturer(s), member(s), or any of their lobbyists or attorneys, (collectively, the Proposer) will refrain, from any direct or indirect contact with any person (other than the designated procurement officer) who may play a part in the selection process, including members of the evaluation panel, the City Manager, Assistant City Manager, Deputy City Managers, Department heads, the Mayor and other members of the Phoenix City Council. As long as the solicitation is not discussed, Proposers may continue to conduct business with the CITY and discuss business that is unrelated to the solicitation with CITY staff. Proposers may discuss their proposal or the solicitation with the Mayor or one or more members of the Phoenix City Council, provided such meetings are scheduled through the Contracting Officer, Mr. Jim Campion, conducted in person at 200 West Washington, Phoenix, Arizona 85003, and are posted as open meetings with the City Clerk at least twenty-four (24) hours prior to the scheduled meetings. The City Clerk will be responsible for posting the meetings. The posted notice shall identify the participants and the subject matter, as well as invite the public to participate. With respect to the selection of the successful Proposer, the City Manager and/or City Manager’s Office will continue the past practice of exerting no undue influence on the process. In all solicitations of bids and proposals, any direction on the selection from the City Manager and/or City Manager’s Office and Department Head (or representative) to the proposal review panel or selecting authority must be provided in writing to all prospective proposers. This policy is intended to create a level playing field for all Proposers, assure that contracts are awarded in public, and protect the integrity of the selection process. Proposers that violate this policy will be disqualified.

1.6 DEFINITION OF KEY TERMS Shall, Will, Must: Indicates a mandatory requirement. Failure to meet these mandatory requirements may result in the rejection of proposal as non-responsive. Should: Indicates something that is recommended but not mandatory. If the Proposer fails to provide recommended information, the CITY may, at its sole option, ask the Proposer to provide the information or evaluate the proposal without the information. May: Indicates something that is not mandatory but permissible. The following definitions are special terms used in this RFP.



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A.R.S. – Arizona Revised Statutes. Agreement - The contract to be negotiated and entered into by the CITY and the successful Proposer for the Work described in this RFP. Authorized Signee - The person who is executing this contract for the Proposer and is authorized to bind the Proposer. BAFO – Best and Final Offer. City or CITY - The city of Phoenix, a municipal corporation. Contract – The legal agreement executed between the City of Phoenix and the successful Proposer. Contract Administrator – The CITY employee assigned to ensure compliance with the terms of the contract. Contractor - A successful Proposer who enters into a contract with the CITY to provide the services specified in this RFP. FTA – Federal Transit Administration. Performance - The ability of a Proposer to comply with the required Scope of Work and specifications and to function in a reliable and otherwise satisfactory manner under actual operating conditions. Also, the ability of a Proposer to comply, during the expected contract life, with all contractual terms and conditions specified in this RFP. Phoenix Public Transit - A department within the City of Phoenix that owns and operates transit service for the CITY; the largest member of the regional transit system (Valley Metro). Proposal - A written document submitted by a Proposer in response to the Request for Proposals. Proposer – Any person or firm submitting a competitive proposal. Public Transit Director - The person who has the capacity to execute the contract for the CITY and has complete and final authority except as limited herein. Work/Service - Any and all of the labor, material, services, supervision, tools, machinery, equipment, supplies, facilities, and support used by the Contractor in accordance with achieving the specification or requirements for which the CITY has contracted with the Contractor as called for by the agreement and necessary to the completion thereof. Working Days - Normal business days of CITY offices, unless otherwise specifically noted.



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SECTION 2 – SCOPE OF WORK 2.1 BACKGROUND The primary function of the Operations Control Center (OCC) is to manage Phoenix's

fixed route transit fleet using the regional communication system known as the Vehicle Management System (VMS). In addition, the OCC provides several regional functions independently as well as with support from the CITY. These responsibilities include, but are not limited to: data collection, transit system monitoring and reporting, creating public service and bus stop announcements, farebox collection and malfunction reporting, providing training to other agencies, and developing operational reports specific to regional transit providers’ agreements with their respective fixed route transit service providers. Currently, the OCC directly manages vehicles in revenue service which operate from the CITY's North and South transit facilities. During the term of this contract the OCC will be assigned the responsibility of managing transit services operated from the CITY's three (3) transit operating facilities, including the North Transit Facility at 2010 West Desert Cove Lane, the South Transit Facility at 2225 West Lower Buckeye Road, and the West Transit Facility located at 405 North 79th Avenue. The Data Collection function is utilized to collect operational data for route planning and National Transit Database reporting.

2.2 CURRENT CONTRACTOR REQUIREMENT In the case where the successful proposer is also a current Contractor providing fixed route bus service to the CITY, the Contractor shall maintain a comprehensive plan detailing the policies and procedures implemented to ensure a separation of duties and oversight between the provision of transit services and the management of the Operations Control Center and Data Collection functions. Such plan shall include separate and distinct personnel and management oversight and responsibilities at the local and regional levels.

2.3 OPERATIONS CONTROL CENTER FUNCTION

Current staffing levels for the OCC function consists of one (1) Operations Control Center Manager and ten (10) Operations Control Center Supervisors. Services are provided seven (7) days per week and operate approximately 21 hours per day. The OCC primarily monitors revenue service activity for the North and South transit facilities. As needed, the Operations Control Center will also provide support to member agencies of the Regional Public Transportation Authority (RPTA). The duties and responsibilities of each position are as follows: 2.3.1 Operations Control Center Manager: Provides management oversight over

revenue transit services through management and supervision of OCC Controllers assigned to the vehicle communications operations control center, plus oversight of bus operators preparing for or in revenue service or assigned to a CITY vehicle. The OCC Manager recruits, trains and schedules personnel for



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the continuous operation of the OCC and Data Collection positions; works closely with the CITY's Operations Control Center systems administrator in maintaining and updating Vehicle Management System (VMS) related data; and develops, implements and maintains business operations policies and procedures related to the successful operation of the OCC and VMS. The OCC Manager must maintain effective and unbiased communications with other agencies and transit service providers participating in the regional VMS.

2.3.2 Operations Control Center Controllers: Responsible for front-line, direct

monitoring and support of bus operations relative to safety, service and schedule adherence to ensure the delivery of high quality transit services to customers. OCC Controllers are responsible for making quick, effective decisions to assist operators in maintaining schedules, including security related incidents, minor equipment adjustments, detours, customer incidents, accidents, etc. The Controllers also coordinate and communicate pertinent information to operators, transit dispatchers, police and fire departments in various municipalities, the CITY, and other necessary agencies as needed.

2.3.3 Vehicle Management System (VMS): The CITY uses the Affiliated Computer

Services (ACS a subsidiary of Xerox, Inc.) OrbCAD system to manage and communicate with buses and support vehicles while in revenue service or otherwise in the field. The VMS helps manage transit services by providing voice and text messaging to all regional VMS-equipped vehicles, and by tracking and displaying vehicle location using an automatic vehicle location (AVL) system and a geographic information system. VMS also tracks bus on-time performance and collects data relative to bus operations, incidents, and accidents. Other notable events are recorded by the VMS as well, either through automated functions or as continually input by the 0Operations Control Center staff.

2.3.4 VMS Voice Recording System (Versadial): The CITY uses a voice recording

system to record all voice communications that occur. The voice recording system serves to document incidents, meet auditing requirements, and assist in authorized investigations.

2.4 DATA COLLECTION FUNCTION

Staff for the Data Collection function consists of one (1) Data Collection Coordinator, and two (2) Data Collectors. Services are provided primarily seven (7) days per week and operate approximately seventeen (17) hours per day. Data Collection staff may be required to work outside of normal business hours to meet deadlines as needed. The duties and responsibilities of each position are as follows: 2.4.1 Data Collection Coordinator: Plans, organizes and manages the work flow of

data for all reporting required for the Federal National Transit Database following applicable rules, regulations, procedures and timeframes as directed by the CITY. The position coordinates random trip generation processes for the collection of transit data; manages transit data collected through various data collection processes to generate extensive reports for the National Transit Database; and compiles data collected and prepares daily, weekly, monthly,



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annual and special reports to be used by the CITY's Transit Planners. The position also provides assistance to Data Specialists as needed; coordinates and assists in the training of new Data Collectors; and fills in as a Data Collector as needed, and researches requests and complaints and provides responses as needed.

2.4.2 Data Collectors: Conducts on-board ride checks to collect accurate ridership

data, which is utilized to continuously improve transit services; conducts on-board ride checks of passengers boarding and alighting buses by location and time, so that statisticians can compile the data into usable reports to enhance customer service; and stationary checks of bus ridership and schedule adherence at maximum load points of routes, branch points, and other points as directed by the CITY. The position is also responsible for conducting ride checks to evaluate bus stop/bus shelter usage and other site-specific information; distributing survey questionnaires; and performing on-board ride checks to determine method of fare payments or other necessary planning information as directed by the CITY to support grant applications.

2.5 SERVICE AREA

The CITY's fixed route transit service routes have been planned to operate as straight and fast as possible, to be easily understood, and to minimize travel time. Each fixed route has different movements, layover times, and locations. The area for which the services described in the scope of work are to be provided shall be designated by the CITY. The CITY’s total service area currently encompasses the metropolitan Phoenix area including the cities of Mesa, Tempe, Chandler, Gilbert, Phoenix, Glendale, Peoria, Scottsdale, Avondale, Goodyear and Tolleson. The regional service area is shown on the Valley Metro website: www.valleymetro.org/bus/system_map 2.5.1 City of Phoenix North Transit Facility: Service consists of twelve (12) fixed

Routes serving approximately 438,522 monthly passengers. Fixed route transit services are routes 39, 80, 90, 106, 122, 138, 154, 170, 186, the 1-17 and SR-51 RAPID routes, and one (1) Phoenix neighborhood circulator (SMART). The subject routes are currently operated by Veolia Transportation Services. Approximately 100 vehicles from the North Transit Facility are in operation during peak service.

2.5.2 City of Phoenix South Transit Facility: Service consists of twenty (20) fixed

routes serving approximately 1,638,892 monthly passengers. Fixed route transit services are routes 0, 1, 7, 8, 10, 12, 15, 16, 19, 27, 35, 44, 50, 52, 60, 70, the 1-10 East and West and Central / South Mountain RAPID routes and one (1) downtown Phoenix circulator (DASH-Government). The subject routes are currently operated by Veolia Transportation Services. Approximately 155 vehicles from the South Transit Facility are in operation during peak service.

2.5.3 City of Phoenix West Transit Facility: Service consists of twelve (12) fixed routes

serving approximately 1,162,356 monthly passengers. Fixed route transit

http://www.valleymetro.org/bus/system_map/



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services are routes 3, 13, 17, 29, 41, 43, 51, 59, 67, Grand Avenue Limited, and two (2) Phoenix neighborhood circulators (MARY and 19C). The subject routes are currently operated by First Transit, Inc. Approximately 117 vehicles from the West Transit Facility are in operation during peak service.

2.6 CONTRACTOR RESPONSIBILITIES

The Contractor shall employ the current contracted employees of the CITY's Operations Control Center and Data Collection functions and be responsible for managing the functions to perform the services and provide all other goods and services not explicitly stated in this RFP but necessary to deliver the services described throughout this scope of work. Current contracted employee positions and salaries are listed in Exhibit A. 2.6.1 The Contractor shall provide all personnel and support functions including

accounting, budget development, recruitment, payroll and benefits, and all other aspects of personnel administration.

2.6.2 The Contractor shall continue providing the remaining services described

throughout this scope of work regardless of increases or decreases in services or subsequent to the possible transition of one or more of the functions or positions from the Contractor to the CITY.

2.6.3 The Contractor shall be responsible for the day to day management, control and

oversight of buses and support vehicles while in revenue service, at a CITY operating facility preparing for revenue service or otherwise in the field. The OCC will monitor and resolve impacts to transit services as they occur throughout the transit environment, including but not limited to passenger loads, detours, responses to emergencies, and other incidents as they occur. Decisions by OCC staff will be made in the best interest of the passenger, and every effort will be made to coordinate with the transit operations contractor to minimize possible impacts to revenue miles. Issues concerning vehicle maintenance or personnel/labor will be directed to the respective transit service contractor(s) for resolution.

2.6.4 Special Event Service: As directed or authorized by the CITY, the Contractor

shall support special event services. These services will vary during the term of the Contract and may include directing the use of buses during special events and providing emergency responses and evacuations. During such events, the Contractor shall provide increased levels of management, administration, planning and oversight during the preparations and provision of such specialized service.

2.6.5 Light rail bus bridging: As directed or authorized by the CITY, the Contractor will

be required to periodically support coordination with CITY and METRO light rail staff to participate in the planning, training, practice exercises and implementation of bus bridging efforts during times of service interruptions or inoperability of the light rail system for any reason. Light rail bus bridging includes, but is not limited to, the transport of passengers between designated light rail stations or bus stops during service interruptions. All efforts related to



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special event services and light rail bus bridge planning, including classroom training, meeting attendance and exercises, shall be considered as part of Contractor's training and operations program and included in the Contractor's overall cost.

2.6.6 Headsign Codes: The Contractor is responsible for developing and assigning

bus headsign display codes for the services under the CITY's transit services contracts.

A. The Contractor will generate, in electronic format, and distribute to operating contractors, the bus headsign codes during each schedule change or as needed; the schedule change occurs at a minimum of two (2) times a year in order to coincide with the Transit Book update.

B. The CITY and the Contractor will meet to determine appropriate

schedules and processes for providing the above-mentioned information in order to meet the Contractor's work and Transit Book timelines.

2.6.7 Automated Annunciators: The Contractor is responsible for assigning automated

annunciator images.

A. The Contractor will generate the electronic automated annunciator images during each schedule change or as needed; the schedule change occurs at a minimum of two (2) times a year in order to coincide with the Transit Book update. At the CITY’s request, the Contractor will also generate new and/or revised electronic automated annunciator images as needed to correct inconsistent/incorrect announcements and to implement public service and operational messages to transit passengers.

B. The Contractor shall be responsible for creating the image and uploading

it to all DIS workstations (data interchange station) at all garages. C. The download of the image occurs once per schedule change. However,

the annunciator image is downloaded to buses at transit facilities in parts and may take multiple attempts by the bus to retrieve 100% of the data. The Contractor shall coordinate with the CITY’s transit service providers to ensure proper downloads have been completed for all revenue vehicles. Once 100% of the information is downloaded onto the bus, no further downloads of the annunciator image generally need to happen until the next schedule change.

D. The CITY and the Contractor will meet to determine appropriate

schedules and processes for providing the above-mentioned information in order to meet Contractor's work and Transit Book timelines.

2.6.8 The Contractor shall be responsible for reporting any technical issue with the

voice recording system. As the primary users of the voice recorder application



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(currently Versadial) the Contractor is expected to understand how to run reports and locate recordings as needed.

2.7 REPORTS

The Contractor shall provide or assist the CITY in the preparation of specific, routine or non-specific documents or reports as required by federal, state, county or agencies and/or CITY. This may include the preparation of grant applications and related quarterly reports, short and long-range transit plans, annual FTA reports, operating and statistical analysis statements. Such reports shall be completed in accordance with CITY and federal requirements. Examples of reports to be prepared by the Contractor include, but are not limited to, the following: 2.7.1 Operations Control Center Reports

A. Daily Operational Report B. Emergency services report C. Priority/emergency call report D. Detour database report E. Maintenance daily operational report F. Vehicle towed report G. Road call report H. Accident report I. Bus change report J. ADA incidents report K. On-time performance report (overall and by route) L. On-time performance by timepoint report M. Missed service report N. Missed trips report O. Schedule delay report P. Call volume report Q. Vehicle image status report R. Incoming message report S. VMS user management report T. Farebox malfunction report U. Concept, creation and design of as-needed VMS reports V. Wheelchair Lift Status W. Automatic Passenger Counter System Status X. Mobile Radio Failure Status Y. GPS Failure Status Report Z. MDT Status AA. Vehicle Count by Garage BB. Annunciator Image Load Status

27.2 Data Collection Reports



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A. Monthly National Transit Database (NTD) reports

2.8 SPECIAL PROJECTS At the CITY's direction, the Contractor shall assist with additional special projects including, but not limited to, testing, troubleshooting, and/or support during:

A. Radio frequency narrow-banding activities B. Radio tower cutover activities C. Vehicle Management System (VMS) changes D. Building or transit facility power outages E. HASTUS map reviews F. Special schedule load reviews G. New Vehicle Mobile Component testing H. Bus-In-Box (BIB) and Data Interface Station (DIS)

2.9 COORDINATION WITH OTHER AGENCIES At the CITY's direction, the Contractor shall cooperate with the CITY’s Transit Enforcement Unit (TEU) staff to ensure the safety and security of transit customers, facilities, and equipment by providing assistance in accident investigations, NTD safety/security reporting, emergency preparedness planning, and other safety/security matters.

2.9.1 The Contractor shall notify Police TEU of serious incidents in accordance with

the CITY's emergency notification procedure(s).

2.9.2 The Contractor shall implement a notification procedure to notify the CITY of incidents which may require Police TEU or otherwise require notification as determined by the CITY.

2.9.3 The Contractor shall respond to any emergency services directives received from the CITY.

2.10 CITY-PROVIDED AND CONTRACTOR-PROVIDED EQUIPMENT The Contractor shall utilize CITY resources to the benefit of the CITY. The Contractor shall not use CITY resources for any activity not covered by this Contract.

2.10.1 In order to provide the required quantity and quality of services as described

throughout this scope of work, the Contractor shall provide any additional equipment or infrastructure that may be required in the execution of the work under the Contract. The Contractor shall provide its own equipment deemed necessary for business operations to supplement the equipment provided at the facility by CITY.

2.10.2 The Contractor shall follow and comply with the CITY's and Public Transit Department's (PTD) Information Technology Services (IT) procedures regarding



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network, hardware and applications access as specified by the CITY's Administrative Regulations (A.R.) and as required to properly utilize the CITY's information technology assets or system(s). Upon contract award, the Contractor will be provided copies of the CITY's policies, procedures and A.R.s regarding:

A. Legal use of software B. Electronic communications and internet use C. Information privacy and protection D. Network device additions and inventory E. External network connections F. Wireless LAN G. Virus protection H. Web filtering I. Password management J. Collaborative web technologies K. Nondisclosure, e-mail and public records applicability

2.10.3 All data, applications, and reports (electronic and hard copy) are the property of

the CITY. Transmittal of any electronic or hard copy data, applications and/or reports to any party not directly contracted with or otherwise approved by the CITY is strictly prohibited. Any system documentation request must be submitted in writing to the CITY for review and approval prior to the dissemination of information.

2.10.4 Within thirty (30) days of contract start date, the Contractor shall provide to the CITY internet email addresses capable of reaching all Contractor staff. This information will be used to communicate critical system information as needed.

2.10.5 The CITY shall have immediate and unrestricted access to all CITY provided hardware and software, and will conduct inspections on a regular basis. Any hardware and software deficiencies identified (i.e., items not found to be in compliance with the CITY’s information technology policies, procedures and/or A.R.s) shall be corrected within five (5) business days of inspection.

2.11 302 BUILDING PUBLIC TRANSIT HEADQUARTERS The Public Transit Headquarters is located at 302 North 1st Avenue, Phoenix, Arizona. The facility sits at the northwest corner of 1st Avenue and Van Buren Street. The facility was designed and sized as a professional office building.

Building Specifications:

• 10 stories (9 floor occupied, 10th floor is mechanical) • 107,318 square foot office building which is tenant/owner occupied • 30,100 square foot lot

Parking Garage:

• Sub terrain parking garage – 6 floors, 313 spaces



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• 174 spaces occupied by tenants • 139 spaces available for hourly public parking

Floor Distribution:

• 1st Floor - Maricopa Association of Governments; Ethos • 2nd Floor - Maricopa Association of Governments • 3rd Floor - Maricopa Association of Governments • 4th Floor - Maricopa Association of Governments • 5th Floor - City of Phoenix – Public Transit Department; Vacant Space • 6th Floor - City of Phoenix – Community and Economic Development • 7th Floor - City of Phoenix – Public Transit Department;

City of Phoenix Police – Transit Enforcement Unit; Vacant Space • 8th Floor - City of Phoenix – Public Transit Department • 9th Floor - City of Phoenix – Public Transit Department

2.12 SPACE ALLOCATION

The Contractor will be allocated office and work space in the Public Transit Headquarters/302 Building, 5th floor, for the purpose of managing the Operations Control Center only. Contractor spaces have been designated in Exhibit B OCC Floor Plan. Under no circumstances shall modifications to any part or system of the facility be made without the CITY’s express, written consent.

2.13 FURNITURE The CITY shall provide a furnished Operations Control Center for the Contractor. Under no circumstances shall additional office furniture, equipment or work stations be added to the space allocated without the CITY’s express, written consent.

2.14 FACILITY MAINTENANCE As the operator of the OCC, the Contractor is responsible for the safe and proper care/operation of the space allocated. The CITY’s property management contractor and Public Works Department will be responsible for making repairs to the facility, systems, components, and CITY-owned and CITY provided equipment. The Contractor shall work directly with CITY designated staff on all issues pertaining to facilities maintenance (including work status, scheduling, equipment downtime, etc.). The CITY’s property management contractor will coordinate with the OCC Contractor to ensure facilities maintenance work is scheduled to minimize disruption. The Contractor shall make reasonable adjustments to its operations to accommodate necessary facilities maintenance work. The Contractor shall also communicate to CITY designated staff any significant impacts and disruptions to it operations caused by issues or problems with facility systems, components, or equipment. The Contractor must maintain a clean and safe work area in all areas used by the

Contractor.



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The CITY at is sole discretion may perform refurbishments to upgrade and update the facility as deemed necessary. The Contractor shall work collectively with the CITY and the CITY will not be responsible for any costs to the Contractor.

2.15 FACILITY AND EQUIPMENT DAMAGE

The Contractor shall be financially responsible for any facility and/or equipment damage throughout the facility caused by the Contractor’s misuse (accidents, improper operation, theft, etc.). The aforementioned repairs or replacement will be performed by and resolved through the CITY’s facilities maintenance staff. All damage must follow the Facility Damage – Incident Report procedure. The CITY shall invoice the Contractor for any and all damage determined to be the responsibility of the Contractor. The CITY at its sole and unfettered discretion shall determine the responsible party for all CITY facility damage claims.

2.16 PARKING 2.16.1 Reserved Parking Spaces: The CITY does not guarantee reserved parking

spaces under this Contract. Reserved parking spaces are designated for executives and only available to others if vacant spaces are not needed. The CITY agrees to furnish up to seven (7) covered non-reserved parking spaces of the 302 Building parking facility for the Contractor’s employees. The parking spaces shall be at the same monthly rate charged to CITY employees, which is currently $47.00 per month. The Contractor agrees and understands that the prevailing rate charged to CITY employees is subject to increases subsequent to execution of this Contract, and the Contractor agrees to pay the increased rate as may be charged to CITY employees, or vacate the space(s). The Contractor further understands and agrees that parking areas in the building parking facility will be available only during Contractor business hours.

2.16.2 The CITY reserves the right to adopt, modify and enforce reasonable rules

governing the use of the parking areas from time to time, including any key-card, sticker or other identification or entrance system, and hours of operation. The CITY may refuse to permit any person who violates such rules to park in the parking areas, and any violation of the rules shall subject the car to removal from the parking areas.

2.17 CITY'S RESPONSIBILITIES

2.17.1 The Public Transit Department, either directly or through its transit service providers, will coordinate all CITY efforts related to the operation of its transit services and will have primary responsibility for providing all operational and route planning, vehicle and driver scheduling, and long-range and short-range planning capability. The Contractor shall provide appropriate assistance for these activities as needed or as otherwise directed by the CITY.

2.17.2 The CITY retains the right to modify transit services at any time. The CITY will

be responsible for creating schedules and modifying the operating characteristics of the transit service. This may include service increases or decreases, routing,



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allocation of equipment and vehicles and service to other transit operators when the CITY can operate the service(s) more efficiently.

2.17.3 The cities of Avondale, Glendale, Scottsdale and the Regional Public

Transportation Authority purchase services from the CITY and may at any time request to directly operate this service. In such instances, the service will be reallocated at the discretion of these agencies to other service providers. The Contractor shall be given appropriate notice of any of these service changes so as to minimize the impact on the Contractor's work force.

2.17.4 Minor service adjustments to the Contractor's contract with the CITY may be

effected by written administrative change. Significant service adjustments must have the approval of the Phoenix City Council and the Contractor will be given written notice of these changes. In the event adjustments need to be made for services which have an unfavorable impact on the service operated under this contract or other conditions occur which make continued operations unreasonable or economically unfeasible, the CITY will give prior written notice and direction to the Contractor.

2.17.5 The CITY will provide certain capital and fixed equipment available for the

Contractor's use. The CITY retains ownership of CITY provided equipment, the Contractor retains ownership of Contractor provided equipment. A complete listing of CITY provided equipment for the Operations Control Center and Data Collection function is as follows:

A. CAD/AVL VMS Workstations

B. HASTUS Dispatch software module

C. VMS Workstation with software (Nuance Vocalizer, text-to-speech, Luminator headsign software, PCIMCIA hardware) workstation and software

D. Central Recording System (CRS) workstation and software

E. Bus-in-a-box (BIB)

2.17.6 The CITY will provide telephone service through the CITY's Information Technology Department. The CITY is not responsible directly or indirectly for any personal use of the CITY's telephone services. Employees incurring any charges for personal usage of the telephone system shall reimburse the CITY on a monthly basis. The Contractor is responsible for its employees’ telephone usage. Long distance telephone service requires a CITY provided access/charge code. The CITY does not provide cell phones or pagers. It is the Contractor’s responsibility to provide cell phones or pagers to employees if needed for its contract with the CITY.

2.17.7 The CITY owns all of the aforementioned CITY provided assets and the

Contractor shall ensure that the CITY's interest in the assets and inventory is protected from loss or damage.



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2.18 CITY OF PHOENIX TECHNOLOGY PROVISIONS The Contractor shall comply with the CITY’s technology provisions. See Exhibit C - Transit Vehicle Management System Support Services.

2.19 LABOR RELATIONS REQUIREMENTS Where applicable, the Contractor shall abide by any requirements under 49 U.S.C. § 5333(b), previously called Section 13(c). If necessary, the Contractor is responsible for all investigations surrounding grievances filed by employees.

2.20 FACILITY AND BUILDING ACCESS The CITY shall establish and maintain control over the access control system for the

facility, including all Contractor and CITY employees at the facility. The CITY will issue electronic access cards to Contractor employees for access and to serve as required identification to facility or building areas only after employees have met the CITY's background check requirements and have been assigned to work at the facility. The CITY shall be responsible for the keying system and keys for all doors at the facility. All keys and CITY issued access cards will be inventoried and managed by the Contractor and regularly audited by the CITY. The Contractor shall adhere to all CITY rules and regulations for the use and management of identification badges, access cards and keys, as specified in RFP Section 5.16 – “Access Controls, Badge and Key Access Procedures.” The required card system will allow Contractor staff access to authorized locations at CITY facilities and provide a CITY approved identity badge. Contractor staff will be issued one required card. Lost or damaged cards will require replacement at a cost of $55 per card to the Contractor. The Contractor shall establish a key control policy for issuing, replacing and retrieving (upon separation) all keys from staff; the Contractor shall retrieve all access or identification badges from employees upon separation. The Contractor is responsible for all CITY costs to re-key locks resulting from lost or stolen keys. Confirmation of requirements for employment or requisite background checks shall be performed at the Contractor's sole cost and expense. Contractor background checks will, at a minimum, comply with CITY's A.R. 4.45 -"Contractor and Subcontractor Worker Background Screening." See RFP Section 5.15 for full description of CITY's background screening requirements.



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SECTION 3 – INSTRUCTIONS TO PROPOSERS

3.1 INQUIRIES Proposers are encouraged to send relevant questions to the CITY immediately upon receipt of the RFP. This will enable the CITY to prepare more comprehensive responses. Any questions that arise relating to this RFP must be directed, in writing, to the Contracts Specialist:

Kimberly Hayden City of Phoenix Public Transit Department 302 North 1st Avenue, Suite 900 Phoenix, AZ 85003 Fax: (602) 495-2002 [email protected]

Questions must be received at the above address by 5:00 p.m. MST (local time) on Thursday, October, 23, 2014. Questions may be mailed, e-mailed or faxed. By the same day and time, Proposers must also notify the CITY of questions to “Attachment A – Draft Contract” of the RFP. All correspondence concerning any aspect of this RFP must be directed to the Contracts Specialist or her authorized delegate. All changes to the RFP will be in the form of a written addendum, which will be available at the CITY website: https://www.phoenix.gov/finance/business-opportunities/central-procurement Proposers shall acknowledge receipt of all addenda by completing the Addenda Certification form, located in Section 6.4 of the RFP, and submitting the form with their technical proposal. Only written responses provided in an addendum will be official and binding on the CITY. Proposers may not rely on oral communications with CITY employees, and no oral communication is binding on the CITY.

3.2 PROPOSAL SUBMITTAL INSTRUCTIONS 3.2.1 Due Date and Address Proposals must be received by 2:00 p.m. MST (local time) on Friday, November

21, 2014. A Proposer mailing its proposal must allow sufficient mail delivery time to ensure that the CITY receives the proposal by the time and date specified. Late proposals will not be considered and will be returned unopened to the Proposer. Neither the CITY nor any CITY official or employee is responsible for proposals not properly addressed, identified and submitted. Proposals must be sealed and clearly marked with Proposer’s name, RFP number and title on the outside of the package.

mailto:[email protected]

https://www.phoenix.gov/finance/business-opportunities/central-procurement

https://www.phoenix.gov/finance/business-opportunities/central-procurement



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Proposals must be received at or sent by mail to: Kimberly Hayden, Contract Specialist II City of Phoenix Public Transit Department 302 North 1st Avenue, Suite 900 Phoenix, AZ 85003

3.2.2 Number of Proposal Submittals Each Proposer shall submit ONE (1) original, THREE (3) printed copies and TWO (2) electronic copies (PDF format on CD or flash drive) of its proposal. The submitted electronic copies must contain all proposal text, spread-sheets, and diagrams included in the original printed proposals.

3.2.3 The proposal should not exceed 50 single-sided pages or 25 double-sided

pages, exclusive of price proposal, financial information, and other required forms in RFP Section 6. The cover letter is included in the maximum page limit. Each proposal package submitted must contain:

• Technical Proposal

• Price Proposal Forms in Section 6.1 and financial information

• Completed Forms in RFP Sections 6.2 - 6.4

• Statement of Ability to obtain the levels of insurance required (refer to Section 5.14)

3.3 PROPOSER RESPONSIBILITY

By submitting a proposal, each Proposer represents that it has thoroughly examined and familiarized itself with the work required under this RFP and that the Proposer is capable of performing quality work to achieve the CITY’s objectives. A Proposer’s failure to read and/or understand any part of the RFP will not affect any provision of the RFP or of the Contract. Each Proposer is responsible to consider applicable laws and FTA regulations that may affect cost, progress, performance, or furnishing the work. Proposer is liable for every item in the RFP and the Contract. Only those firms that seek and accept a demanding level of accountability should respond to this RFP.

3.4 PROPOSAL GUIDELINES The following guidelines are intended to promote equitable evaluation of competitive sealed proposals. Proposals must be prepared in accordance with the instructions outlined in this section and must include all of the information requested in this RFP. Noncompliance with RFP requirements may constitute a ground to eliminate the proposal from consideration of the Contract award. Each Proposer shall define the capability of his/her organization to meet the intended objectives of this RFP. Each proposal must be specific and complete in every detail,



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prepared in a simple straightforward manner, with concise information on the Proposer’s capability to provide all services satisfactorily. The Proposer should emphasize completeness and clarity of content, and the proposal should enable the CITY to arrive at a sound determination as to whether or not the Proposer can meet the CITY’s requirements without the need for any additional information or discussion. Cursory responses or responses that merely reiterate the contents of the RFP will be deemed nonresponsive. Do not include marketing and sales-type information. Each proposal must be signed by an individual authorized to bind the Proposer. Each proposal must provide the name, title, address, e-mail address, and telephone number of each person with authority to bind the Proposer contractually and the person who may be contacted during the proposal evaluation process. The “Certification Form” (Section 6.2) must be completed and submitted with the proposal.

3.5 PROPOSAL FORMAT Each proposal must be typewritten in a clear typeface with a minimum font size of 12. The proposal may be contained in a folder or loose-leaf three-ring binder. The use of double sided pages is encouraged. The proposal must be organized in a tabular format and divided by sections, in accordance with the outline below. Tab 1 – Introduction A. A letter of introduction identifying the Proposer, including name, title, address,

telephone number and e-mail address, and signed by a representative authorized to bind the Proposer to the terms of the proposal.

B. A statement indicating the number of days from the date of submittal for which the proposal is valid. Minimum acceptable validity is one hundred and eighty (180) days.

C. Management summary providing an overview of the proposal.

Tab 2 - Qualifications and Experience of the Firm A. Describe the firm’s previous experience on projects of similar size and scope.

Proposer shall list, as a minimum, three (3) firms for which the Proposer is currently furnishing similar services. Provide company name, contact, address and current phone number.

B. Describe the firm’s experience providing oversight and/or key support services to a regional transit agency.

C. Provide a brief description of the firm’s history. List how many years Proposer has provided similar services.

D. State the firm’s present workload capacity and the firm’s ability to meet the July 1, 2015 contract start date.



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E. Describe financial capacity to perform the required services, strength and stability of the firm. Provide most recent audited financial statement reflecting firm’s current financial condition.

F. Provide evidence of ability to obtain specified amounts of insurance from an insurance company “A.M. Best” rating of not less than B+ VI authorized to do business in Arizona.

Tab 3 – Proposed Organizational Structure A. Identify proposed key staff and submit resumes detailing their qualifications and

experience. Include information on levels of training received by each staff member and detailed descriptions of their involvement with projects of similar scope.

B. Provide the proposed organizational structure and staffing to accomplish the work required. Include the number and identification (by title, position or job classification) of personnel the Proposer intends to utilize in providing services.

C. Describe the Proposer’s operating capability and its methods and resources to perform the services described in this RFP.

D. Describe procedures for retaining trained and qualified personnel.

Tab 4 – Understanding of Work Scope and Transition Plan A. Provide a comprehensive, detailed plan of how all start-up tasks shall be completed

prior to the commencement of service.

B. Describe how Proposer will achieve a smooth transition which will not have an adverse impact to the operations of the CITY’s transit services, the regional transit system or transit customers/passengers.

C. Describe how service will be monitored to ensure service quality and efficiency, and coordination during service changes.

D. Describe Proposer’s method of communicating instructions to supervisors, schedulers and other employees, as well as receiving and responding to communications from the CITY.

E. Describe Proposer’s ability to meet all CITY reporting requirements as specified in the Scope of Work. Ability and willingness to work with CITY staff and develop meaningful reports that shall be periodically submitted to the CITY.

Tab 5 -Monthly Management Fee

Fee Schedule (Section 6.1)



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Tab 6 –Required Forms

Certification Form (Section 6.2) Payment Terms (Section 6.3) Addenda Certification (Section 6.4)

3.6 PROPOSER EXCEPTIONS

The Proposer shall identify and list all exceptions to this RFP by referring to the page number and the specific section or paragraph to which Proposer takes exception and stating the exception clearly and specifically. The Proposer shall provide a complete explanation of why the exception was taken and what benefit would accrue to the CITY if it considered the exception. The Proposer shall list all exceptions in its proposal under the heading “Table of Exceptions to the RFP.” Exceptions that appear elsewhere in the proposal are invalid and will not be considered. All exceptions to the “Draft Contract” (Attachment A) or to mandatory or material requirements of this RFP must be submitted by the due date for questions in RFP Section 3.1 “Inquiries.” The CITY may reject any and all exceptions. Proposer may not take exceptions to mandatory RFP requirements or to requirements that are conditions of responsiveness.

3.7 ADDENDA The CITY is not liable for any oral instructions or communications by CITY employees,

including the Contracting Officer, irrespective whether the instructions or comments constitute or relate to proposal instructions, specifications, or proposal documents. Any changes to the RFP will be in the form of one or more written addenda, which will be available to all Proposers on the CITY’s website: https://www.phoenix.gov/finance/ business-opportunities/central-procurement

All addenda are part of the RFP and the resulting Contract. Proposers shall acknowledge the receipt of all addenda by submitting a signed copy of the “Addenda Certification” form (Section 6.4) with their proposal.

3.8 PROPOSER RIGHTS All materials submitted in response to this RFP will become the CITY’s property and, at

the appropriate time, a matter of public record available for review pursuant to A.R.S. 39-121, et seq. If a Proposer believes that a specific section of its proposal is confidential, the Proposer shall mark the section “CONFIDENTIAL” and segregate it in a specific and clearly labeled section of the proposal. The Proposer shall state the basis for considering the marked section confidential, including the specific harm or prejudice that may result from disclosure. If the CITY receives a public-records request for the confidential sections of the proposal, the CITY will disclose the sections to the person requesting the records, unless the Proposer immediately agrees in writing to defend and fully indemnify the CITY for all claims relating to these sections.

https://www.phoenix.gov/finance/%20business-opportunities/central-procurement

https://www.phoenix.gov/finance/%20business-opportunities/central-procurement



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3.9 CITY RESERVATION OF RIGHTS The CITY reserves the right to cancel the RFP in whole or in part, at its sole discretion, at any time before the Contract is approved and fully executed on the CITY’s behalf. In addition, this RFP and any resulting contract are subject to cancellation in accordance with A.R.S. 38-511. Any such cancellation shall be without cost to the CITY. The CITY reserves the right to reject any or all proposals, to undertake discussions with one or more Proposers, and to accept that proposal which, in its judgment, will be the best value and most advantageous to the CITY, considering all of the evaluation criteria.

3.10 LATE PROPOSALS NOT CONSIDERED Proposals received after the stipulated opening date and time will not be considered.

Unopened proposal(s) will be returned to the Proposer.

3.11 RFP INCONSISTENCIES OR ERRORS If a Proposer discovers any ambiguity, inconsistency or error in the RFP, the Proposer

shall promptly notify the CITY in writing. If the Proposer fails to notify the CITY within twenty (20) calendar days before the deadline for submitting proposals, this failure waives all claims of ambiguity, inconsistency or error, and the CITY’s interpretation of the RFP will govern.

3.12 PROPOSER ERRORS OR OMISSIONS The CITY is not responsible for any Proposer errors or omissions.

3.13 PROPOSER INCURRED COSTS The Proposer assumes and shall pay and discharge all costs incurred in preparing or

responding to this RFP. All materials and documents submitted in response to this RFP become the property of the CITY and will not be returned after the proposal submission deadline.

3.14 MODIFICATION OR WITHDRAWAL OF PROPOSAL A proposal may not be modified, withdrawn or canceled by a Proposer for one hundred

eighty (180) calendar days following the proposal submission deadline and, by submitting a proposal, each Proposer so agrees to keep the proposal firm for that period of time. Proposals may be withdrawn, altered and/or resubmitted at any time before the submission deadline. Notice of withdrawal must be in writing and signed by Proposer’s authorized representative. Written notice of withdrawal must be received before proposal due date and time. Withdrawn proposals may be resubmitted before the submittal due date and time.

3.15 PROPOSER CERTIFICATION By submission of a proposal, the Proposer certifies that it has not paid or agreed to pay

any fee, commission, or other item of value contingent on the award of a contract to any



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employee, official or current consultant of the CITY.

3.16 DISCOUNTS Each Proposer shall specify payment terms in its proposal. If applicable, payment

discounts will be computed from date of receiving acceptable services or a correct invoice, whichever is later, to date payment is mailed by the CITY.

3.17 CITY’S RIGHT TO DISQUALIFY FOR CONFLICT OF INTEREST In its sole discretion, the CITY reserves the right to disqualify any Proposer on the basis

of any real or apparent conflict of interest disclosed before Contract award. Any Proposer submitting a proposal waives all objections to the CITY’s exercise of this right, now or at any future time, before any body or agency, including but not limited to, the City Council of the City of Phoenix and any court.

3.18 COVENANT AGAINST CONTINGENT FEES The Proposer warrants that no person or selling agent has been employed or retained to

solicit or secure the Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Proposer for the purpose of securing business. For breach or violation of this warranty, the CITY may cancel the Contract without liability; in its discretion, the CITY may deduct from the Contract price the consideration paid; or the CITY may otherwise recover the full amount of the commission, brokerage or contingent fee.

3.19 EXECUTION OF AGREEMENT The “Draft Contract” included in the RFP as Attachment A will form the basis of any Contract between the CITY and the successful Proposer. The successful Proposer will be liable to perform all duties and obligations in the “Draft Contract” and any changes to the Contract. Within fifteen (15) calendar days of notice from the CITY that the Contract has been finalized, the successful Proposer shall sign and deliver the Contract to the CITY.



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SECTION 4 – EVALUATION AND AWARD 4.1 PROPOSAL EVALUATION, NEGOTIATION AND SELECTION

The CITY will evaluate and negotiate proposals, select the Proposer whose proposal represents the best value to the CITY, and award any Contract in accordance with the criteria and procedures described in this RFP, including this section. The RFP’s approach contemplates that proposals will first be evaluated to determine which ones are in the Competitive Range. The CITY may then discuss with Proposers and negotiate proposals in the Competitive Range, after which the CITY may request BAFOs. But the CITY may select a proposal for award without discussions or negotiations and without requesting BAFOs.

4.2 EVALUATION COMMITTEE The CITY will appoint an Evaluation Committee. The Evaluation Committee may consist of CITY staff, staff from other transit agencies, and other persons. The Contracts Specialist will chair the Evaluation Committee, and she will serve in a non-voting capacity. The Evaluation Committee will evaluate proposals, establish the Competitive Range, negotiate proposals, and select the Proposer, if any, to receive the Contract award. The Contracts Specialist will review and score Price Proposals. The Proposer offering the lowest total cost for the two (2) year term of the Contract for managing the CITY’s operations control center and data collection services will receive the maximum points allocated for price. All other Proposers will receive points based on the mathematical relationship between their proposed price and the lowest Proposer’s price.

4.3 PROPOSAL SELECTION PROCESS

This section describes the process by which proposals will be reviewed and evaluated and the Proposer selected for a potential award. In selecting a Proposer, the CITY will apply only the evaluation criteria set forth below. The section “Qualification (Responsibility) Requirements” below specifies the requirements for determining responsible Proposers, all of which must be met by a Proposer to be found qualified. The final determination of a Proposer’s qualifications will be based upon all information received during the evaluation process. The section “Proposal Evaluation Criteria” below contains the evaluation criteria, and specifies their relative weight, by which proposals will be evaluated. An award, if made, will be to a responsible Proposer whose proposal represents the best value to the CITY based on price and all other evaluation criteria. 4.3.1 Qualification (Responsibility) Requirements

The following requirements determine Proposer responsibility. All of these requirements must be met. They are not listed in order of importance. The CITY’s final review of a Proposer’s responsibility will be based on the information in the proposal, any information submitted at the CITY’s request, all information in a best and final offer, and information received from Proposer’s references.



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Any Proposer whose proposal does not meet these requirements, as determined by the Evaluation Committee, is not responsible, and the Proposer’s proposal will not be considered further in the evaluation process. The requirements are as follows. A. Each Proposer shall possess and demonstrate the financial strength,

resources and capability to perform the Work and to complete the Contract in a satisfactory manner, as measured by the following: 1. Proposer’s financial statements, which must be prepared in accordance

with generally accepted accounting principles of the jurisdiction in which the Proposer is domiciled and which statements must be audited by an independent, certified public accountant.

2. Proposer’s ability to secure the required insurance coverages in limits that

meet minimum RFP requirements, as evidenced by an insurance certificate or commitment letter from an underwriter confirming that Proposer is insurable for the required coverages in the required limits.

B. Each Proposer shall demonstrate evidence that its human and physical resources are sufficient to perform the Contract to ensure the level of service required, including sufficient personnel in the requisite disciplines and all necessary licenses, skills, experience and equipment to complete the Contract as required.

C. Each Proposer shall demonstrate evidence of satisfactory past performance of contracts of similar size, scope and complexity as evidenced by client references.

4.3.2 Proposal Evaluation Criteria The following constitute the criteria, listed in order of importance, by which the CITY will evaluate and rank proposals for purposes of determining the Competitive Range and selecting a proposal for a potential award. The Contracts Specialist will review and analyze all exceptions, conditions, reservations or understandings, if any, stated in each proposal. If the exceptions, conditions, reservations or understandings are acceptable, the Evaluation Committee will evaluate the proposal according to the evaluation criteria affected by the exceptions, conditions, reservations or understandings. The CITY may reject any and all exceptions. Proposer may not take exception to mandatory RFP requirements or to requirements that are conditions of responsiveness. A. Proposer’s Total Price (0-500 points)

The price evaluation will be based on the total price for services (operations control center and data collection services) provided to the CITY for the two (2) year term of the Contract. The Proposer offering the lowest overall price will receive the maximum points allocated for price. All other Proposers will receive points based on the mathematical relationship between their



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proposed prices and the lowest Proposer’s price.

B. Proposer’s Qualifications, Experience and Past Performance (0-200 points)

1. Demonstrated past and present performance.

2. Experience operating within a comparable transit agency.

3. Experience providing oversight and/or key support services to a multi-modal, regional transit agency.

4. Professional references. C. Proposer’s Proposed Organizational Structure (0-150 points)

1. Qualifications and experience of key staff assigned to this Contract.

2. Organizational structure (local, regional and corporate) and staffing to effectively accomplish the work required.

3. Strategies for enhancing service quality and oversight, productivity and performance.

4. Procedures for sustaining trained and qualified personnel.

D. Proposer’s Understanding of Scope of Work and Transition Plan (0-150 points) 1. Understanding of work scope and complexity of fixed-route services

contemplated in this RFP. 2. Approach relating to transitioning operations and staff, a service

monitoring plan, service efficiency analyses, and coordination during service changes.

3. Appropriate labor distribution and prioritization among activities. 4. Proposed reporting, quality control and data integrity plan.

4.4 EVALUATION PROCEDURE

The detailed evaluation forms and procedures follow the same proposal format and organization specified in Section 3.5 “Proposal Format.” Therefore, Proposers must closely read and strictly follow all instructions. By submitting a proposal, the Proposer accepts all of the Contract documents, except the conditions, exceptions, reservations or understandings that are explicitly, fully and separately stated and submitted in accordance with Section 3.8 “Proposer Exceptions.” Under the criteria set forth in Section 4.3 “Proposal Selection Process,” the Evaluation Committee will evaluate any conditions, exceptions, reservations or understandings that do not result in the rejection of the proposal. Evaluations will be made in strict accordance with all of the evaluation criteria specified in Section 4.3 “Proposal Selection Process.” The Evaluation Committee will recommend the Proposal that constitutes the best value and is the most advantageous to the CITY.



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4.5 EVALUATION OF COMPETITIVE PROPOSALS 4.5.1 Determining Responsiveness

Nonresponsive proposals will not be considered in the evaluation process. The RFP states criteria that determine responsiveness, and the RFP identifies terms and conditions that if included or excluded from proposals (as the case may be) will render a proposal nonresponsive. The Contracts Specialist, in consultation with legal counsel, will review only exceptions, conditions, reservations or understandings that are explicitly, fully and separately stated in a proposal to determine if one or more are acceptable. Exceptions, conditions, reservations, or understandings are presumed to be unacceptable, and a Proposal that includes unacceptable exceptions, conditions, reservations, or understandings may be rejected as nonresponsive.

4.5.2 Qualification of Responsible Proposers The Contracts Specialist, in consultation with legal counsel, will review each Proposal to determine if the Proposer is responsible. This determination will be made based on the initial information in the proposal, any information at the CITY’s request, information in any best and final offer, and information received from Proposer’s references, including information about Proposer’s past history. A review of responsibility may occur up to contract award.

4.5.3 Detailed Evaluation of Proposals and Determination of Competitive Range The Evaluation Committee will perform and document its evaluation in accordance with the criteria and procedures set forth in RFP Section 4.3 “Proposal Selection Process.” During deliberations, the Evaluation Committee will reach a consensus score for each evaluation criterion except price, which the Contracts Specialist will score. The consensus scores will determine the Proposers’ rankings and which Proposals are within the Competitive Range.

4.5.4 Proposals not within the Competitive Range In accordance with CITY policies, the CITY will notify Proposers of any proposals that the CITY has determined are not in the Competitive Range.

4.5.5 Discussions with Proposers in the Competitive Range The CITY will notify each Proposer whose proposal is in the Competitive Range and provide in writing any questions or requests for clarification to the Proposer. Each Proposer so notified may be interviewed by the CITY and asked to discuss answers to written or oral questions or provide clarifications to any facet of its proposal. If a proposal in the Competitive Range contains conditions, exceptions, reservations or understandings to or about any contract requirement as provided in Section 3.6 “Proposer Exceptions,” the CITY may discuss or negotiate the conditions, exceptions, reservations or understandings during these meetings. But the CITY in its sole discretion may reject any and all conditions, exceptions, reservations and understandings, and the CITY may instruct any Proposer to remove the conditions, exceptions, reservations or understandings. If the Proposer fails to do so, the CITY may determine the proposal is nonresponsive,



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and the CITY may revoke its determination that the proposal is in the Competitive Range. To the fullest extent permitted by law, the CITY will not provide any information, financial or otherwise, to any Proposer about other proposals received in response to this RFP. During discussions with Proposers in the Competitive Range, the CITY will not give Proposers specific prices or specific financial requirements that Proposers must meet to qualify for further consideration. But the CITY may state that proposed prices are too high with respect to the marketplace or otherwise unacceptable. Proposers will not be told of their relative rankings before Contract award.

4.5.6 Site Visits The CITY reserves the right to inspect the Proposer’s facilities and/or other transit systems where the Proposer has supplied the same or similar services.

4.5.7 Best and Final Offers (BAFO) Each Proposer in the Competitive Range may be afforded the opportunity to amend its proposal and make a BAFO. The request for BAFOs will include the following:

1. Notice that discussions/negotiations are concluded.

2. Notice that this is the opportunity to submit a written BAFO.

3. A common date and time for submission of a BAFO by each Proposer in the Competitive Range, allowing a reasonable opportunity to prepare BAFOs.

4. Notice that if any modification to a BAFO is submitted, it must be received by the date and time specified for receipt of BAFOs.

5. Notice to Proposers that do not submit a notice of withdrawal or a BAFO that their immediately previous proposal will be construed as their BAFO.

If a Proposer’s BAFO modifies its initial Proposal, the modifications must be identified in the BAFO. The CITY will evaluate BAFOs based on the same requirements and criteria applicable to initial Proposals. The CITY will adjust appropriately the initial scores for criteria that have been affected by proposal modifications made by a BAFO. Based on the criteria defined in Section 4.3 “Proposal Selection Process” as weighted, the CITY will then perform final scoring and prepare final rankings.

The Evaluation Committee will recommend the proposal that is the best value and most advantageous to the CITY based on the evaluation criteria. The results of the evaluation and the selection of a Proposer for any award will be documented in the solicitation file.

The CITY reserves the right to make an award to a Proposer whose proposal it judges to be the best value and most advantageous to the CITY based on the



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evaluation criteria, without conducting written or oral discussions with any Proposer and without soliciting BAFOs.

4.5.8 Debriefing After Contract award, unsuccessful Proposers will be notified and may request a debriefing.

4.6 PROTEST PROCEDURE

An unsuccessful Proposer that intends to protest the award must comply with the CITY’s protest procedure. Staff’s recommendation to award a Contract to a particular Proposer will be posted on the CITY website. An unsuccessful Proposer may file a protest no later than seven (7) calendar days after the recommendation is posted on the website. All protests must be in writing, filed with the Contracting Officer, Jim Campion (email: jim.campion@phoenix. gov) and include the following:

• Identification of the RFP; • The name, address and telephone number of the protester; • A detailed statement describing the legal and factual grounds for the protest,

including copies of relevant documents; • The form of relief requested; and • The signature of the protester or its authorized representative.

The Contracting Officer will render a written decision within fourteen (14) calendar days after the protest is filed. The Contracting Officer may extend this deadline if necessary. The CITY will not request City Council authorization to award the Contract until the protest process is completed.





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SECTION 5 – GENERAL TERMS AND CONDITIONS 5.1 METHOD OF PAYMENT AND INVOICING

CITY will compensate the Contractor for satisfactory and complete performance of work under the Contract at the price set forth in the Contract. Contractor shall be paid on a monthly basis in arrears. Contractor shall submit one (1) invoice to the CITY for services provided during the previous month. Contractor shall invoice the CITY one-twelfth (1/12) of the total annual cost on a monthly basis. Invoice must be submitted to the CITY by the 10th day of the month following the period in which the services were performed and must contain date, contract number, supporting documentation, and the invoice amount. Advance payments are not authorized. Payment will be made only for actual services that have been received and approved. In accordance with CITY’s normal business practices, the CITY shall pay for the purchase of services within thirty (30) calendar days after receipt and approval of the invoice unless prompt payment terms are given. Any prompt payment terms offered must be clearly noted on all invoices submitted to the CITY. Payment of invoice(s) will be delayed if an invoice is submitted incorrect or incomplete. Invoice must include all of the information listed above. Send invoices to: City of Phoenix Public Transit Department Attn: Operations Division 302 North First Avenue, Suite 900 Phoenix, Arizona 85003

5.2 PRICE

Contractor shall be paid a firm fixed monthly fee to perform all the services outlined in this RFP for the length of the contract. Price proposals shall state the total monthly and annual fixed price for each Contract year, including option years. Although not to be included as part of the price proposal submittal, proposals shall include the salaries to be paid for each of the respective positions within the Operations Control Center and Scheduling and Data Collection functions. Salaries shall be provided for each of the aforementioned positions for each of the agreement’s initial two years.

5.3 ADDITION OR DELETION OF SERVICES

The CITY reserves the right to modify, add and/or delete services under the Contract. Should a service requirement be deleted, payments to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the Contract price. Should additional services be required, prices for such additions may be negotiated between the Contractor and the CITY.



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All Contract changes may be incorporated into written and signed change orders to the Contract at the sole discretion of the CITY. If applicable, each change order will state any increase or decrease in the amount of the compensation due to the Contractor for the change in service. Oral changes to the Contract are not authorized, but the CITY may provide changes by written notification to the Contractor.

5.4 UNSATISFACTORY PERFORMANCE

The CITY shall decide all questions as to the quality and acceptability of any work performed under the Contract as monitored and documented by the CITY. If, in the opinion of the CITY, performance becomes unsatisfactory, the CITY shall notify the Contractor. The Contractor will have thirty (30) days to cure the unsatisfactory performance. If the unsatisfactory performance is not cured within the time specified, the CITY may immediately correct or complete the work to its satisfaction and deduct the associated costs from any balances due or to become due to the Contractor. Repeated incidences of unsatisfactory performance may result in cancellation of the Contract for default.

5.5 PRE-COMMENCEMENT MEETING The Contractor shall attend a pre-commencement meeting with the CITY prior to the Contract start date.

5.6 NON-WAIVER OF LIABILITY In execution of the public trust, the CITY as a public entity supported by tax revenues, cannot agree to waive any lawful right to recover amounts due it. Therefore, the Contractor may not insist upon or demand any agreement by which the CITY limits in advance or waives any right the CITY might have to recover damages in any court under applicable Arizona law.

5.7 CONTRACT OVERSIGHT

The CITY shall assign staff to provide day-to-day oversight of the Contract. Contract monitoring and on-site inspections will be conducted routinely to ensure compliance with the Contract’s terms and conditions.

5.8 LICENSES AND PERMITS The Contractor must be and remain current with all federal, state, and local licenses and permits required to perform Contractor’s work under this Contract.

5.9 EXCLUSIVE POSSESSION

All services, information, computer program elements, reports, and other deliverables that may be created under this Contract are the sole property of the CITY and shall not be used or released by the Contractor or any other person except with prior written permission by the CITY.



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5.10 CONTRACTOR INCURRED RISKS

The CITY does not assume any responsibility or liability, at any time, for the protection or loss of materials from the time Contract operations commence until Contract expiration. Any such loss, injury or destruction will not release the Contractor from any obligations under the Contract.

5.11 FAILURE TO COMPLY If any services performed or equipment provided under the Contract are not in conformity with all Contract requirements, the CITY may require the Contractor to immediately take all necessary steps to ensure that future services performed will conform to the Contract. The CITY may reduce the Contract price to reflect the actual value of the equipment provided or services performed. If the Contractor fails to promptly take necessary steps to ensure that future equipment provided or services performed conform to the requirements of the Contract, the CITY may terminate the Contract for default.

5.12 CONTRACT CLOSEOUT At the end of the Contract, the CITY shall review the Contract to ensure all required deliverables have been met. This includes, but is not limited to, an audit of Contractor’s financial and operational records and an inspection of all CITY equipment provided to the Contractor. Any outstanding issues must be resolved within thirty (30) days of Contract completion, at which time a Notice of Contract Closure must be sent by the CITY to finalize the Contract closure between the parties. The Contractor shall keep all Contract-related records for a minimum of five (5) years after Contract completion, expiration or termination. Upon twenty-four (24) hour notice, the Contractor shall make available all records to the CITY or its agents for audit during normal business hours. In the event of litigation or claims related to the Contract, Contractor shall maintain all records until the litigation or claim is concluded or five (5) years after the end of the Contract, whichever last occurs.

5.13 CONTRACT CANCELLATION All parties acknowledge that this contract is subject to cancellation by CITY pursuant to the provision of Section 38-511, A.R.S.

5.14 INDEMNIFICATION The Contractor shall indemnify, defend, save and hold harmless the CITY and its officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of the Contractor or any of its owners, officers, directors, agents, employees or sub-Contractors. This indemnity includes any claim or amount arising out of or recovered under the Workers’ Compensation Law or arising out of the failure of such Contractor to



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conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by the Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the CITY, its officers, officials, agents and employees for losses arising from the work performed by the Contractor for the CITY.

5.15 INSURANCE REQUIREMENTS The Contractor and its subcontractors must provide to the CITY, immediately upon receiving notice of Contact award, a certificate of insurance acceptable to the CITY in the amounts and form specified below. Failure of the Contractor and its subcontractors to maintain insurance during the term of the Contract, including renewal options, may result in immediate termination of this Contract without notice. Insurance requirements are subject to periodic review and adjustment by the CITY. The Contractor and subcontractors must procure and maintain until all of their obligations have been discharged, including any warranty periods under the Contract are satisfied, insurance against claims which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors. These insurance requirements herein are minimum requirements for the Contract and in no way limit the indemnity covenants contained in the Contract. The CITY in no way warrants that the minimum limits contained in this section are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under the Contract by the Contractor, its agents, representatives, employees or subcontractors and the Contractor is free to purchase additional insurance as may be determined necessary. The Contractor may satisfy these requirements with a combination of insurance or self-insurance. If the Contractor elects to self-insure any part or all of these requirements, it must disclose to the CITY the level of self-insurance elected prior to entering into the Contract. The CITY may require the Contractor to produce evidence of financial stability for any level of self-insurance. A. MINIMUM SCOPE AND LIMITS OF INSURANCE: Contractor shall provide

coverage with limits of liability not less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a “following form” basis.

1. Commercial General Liability – Occurrence Form Policy must include bodily injury, property damage and broad form contractual liability coverage.



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• General Aggregate $2,000,000 • Products – Completed Operations Aggregate $1,000,000 • Personal and Advertising Injury $1,000,000 • Each Occurrence $1,000,000 a. The policy must be endorsed to include the following additional insured

language: "The City of Phoenix is named as an additional insured with respect to liability arising out of the activities performed by, or on behalf of the Contractor and with respect to Contractor’s occupancy and use of the City’s premises.”

2. Worker's Compensation and Employers' Liability Workers' Compensation Statutory

Employers' Liability:

Each Accident $100,000 Disease – Each Employee $100,000 Disease – Policy Limit $500,000

a. Policy must contain a waiver of subrogation against the City of Phoenix. b. This requirement may not apply when a contractor or subcontractor is exempt

under A.R.S. 23-901, AND when such contractor or subcontractor executes the appropriate sole proprietor waiver form.

3. Professional Liability (Errors and Omissions Liability) The policy must cover professional misconduct or lack of ordinary skill for those

positions defined in the Scope of Services of this contract. Each Claim $1,000,000

Annual Aggregate $2,000,000 a. In the event that the professional liability insurance required by this Contract is

written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed.

B. ADDITIONAL INSURANCE REQUIREMENTS: The policies must include, or be

endorsed to include, the following provisions:

1. On insurance policies where the City of Phoenix is named as an additional insured, the City of Phoenix must be an additional insured to the full limits of liability purchased by the Contractor even if those limits of liability are in excess of those required by this Contract.

2. The Contractor's insurance coverage or self-insurance must be primary insurance and non-contributory with respect to all other available sources.



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C. NOTICE OF CANCELLATION: For each insurance policy required by the insurance provisions of the Contract, the Contractor must provide to the CITY, within two (2) business days of receipt, a notice if a policy is suspended, voided or cancelled for any reason. Such notice must be sent directly to: City of Phoenix Public Transit Department, Attn: Julie Cummings, 302 North 1st Avenue, Suite 900, Phoenix, AZ 85003, Fax (602) 495-2002 or email to [email protected].

D. ACCEPTABILITY OF INSURERS: Insurance is to be placed with insurers duly

licensed or approved unlicensed companies in the state of Arizona and with an “A.M. Best” rating of not less than B+ VI. The CITY in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

E. VERIFICATION OF COVERAGE: The Contractor must furnish the CITY with

certificates of insurance (ACORD form or equivalent approved by the CITY) as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are to be received and approved by the CITY before work commences. Each insurance policy required by the Contract must be in effect at or prior to commencement of work under the Contract and remain in effect for the duration of the project. Failure to maintain the insurance policies as required by the Contract or to provide evidence of renewal is a material breach of Contract. All certificates required by the Contract must be sent directly to: City of Phoenix Public Transit Department, Attn: Julie Cummings, 302 North 1st Avenue, Suite 900, Phoenix, AZ 85003, Fax (602) 495-2002 or email to julie.cummings@ phoenix.gov. The CITY Contract number and project description must be noted on the certificate of insurance. The CITY reserves the right to require complete, certified copies of all insurance policies required by the Contract at any time. DO NOT SEND CERTIFICATES OF INSURANCE TO THE CITY'S RISK MANAGEMENT DIVISION.

F. SUBCONTRACTORS: The Contractors’ certificate(s) must include all subcontractors as additional insureds under its policies or the Contractor must furnish to the CITY separate certificates and endorsements for each subcontractor. All coverages for subcontractors must conform to the minimum requirements identified above.

G. APPROVAL: Any modification or variation from the insurance requirements in the

Contract must be made by the CITY’s Law Department, whose decision is final. Such action will not require a formal Contract amendment, but may be made by administrative action.

5.16 CONTRACTOR AND SUBCONTRACTOR WORKER BACKGROUND SCREENING

The Contractor agrees that all contract workers and subcontractors (collectively “contract worker(s)”) that the Contractor provides pursuant to this Contract shall be subject to background and security checks and screening (collectively “Background Screening”) as set forth in this RFP. The Contractor shall perform at its sole cost and expense all such



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Background Screening pursuant to the provisions in this RFP. The provider of the Background Screening shall comply with all applicable laws, rules and regulations. The Contractor further agrees that the Background Screening required in this RFP is necessary to preserve and protect public health, safety and welfare. The Background Screening requirements set forth in these provisions are the minimum requirements for this Contract. The CITY in no way warrants that these minimum requirements are sufficient to protect Contractor from any liabilities that may arise out of the Contractor’s services under this Contract. Therefore, in addition to the specific measures set forth below, the Contractor and its contract workers shall take such other reasonable, prudent and necessary measures to further preserve and protect public health, safety and welfare when providing services under this Contract. The Contractor shall be responsible and shall warrant that all Background Screening information furnished to the CITY is accurate and current through the date of hire of the proposed contract worker. Background Screening Requirements and Criteria. Because of the varied types of services performed, the CITY has established three levels of risk and associated Background Screening. The risk level and Background Screening required for this Agreement is Maximum Risk. A. Minimum Risk and Background Screening (“Minimum Risk”).

A minimum risk Background Screening shall be performed when the contract worker: (i) will not have direct access to CITY facilities or information systems; or (ii) will not work with vulnerable adults or children; or (iii) when access to CITY facilities is escorted by a City workers. The Background Screening for minimum risk shall consist of the screening required by A.R.S. § 41-4401 to verify legal Arizona worker status.

B. Standard Risk and Background Screening (“Standard Risk”).

A standard risk Background Screening shall be performed when the contract worker’s work assignment will: (i) require a badge or key for access for City facilities; or (ii) allow any access to sensitive, confidential records, personal identifying information or restricted City information; or (iii) allow unescorted access to City facilities during normal and non-business hours. The Background Screening for this standard risk level shall include the Background Screening required for the Minimum Risk level and a background check for real identity/ legal name, and shall include felony and misdemeanor records from any county in the United States, the state of Arizona, plus any other jurisdiction where the contract worker has lived at any time in the preceding seven (7) years from the contract worker’s proposed date of hire.

C. Maximum Risk and Background Screening (“Maximum Risk”).

A maximum risk Background Screening shall be performed when the contract worker’s work assignment will: (i) have any contact with vulnerable people such as children, youth, elderly, or individuals with disabilities; or (ii) have any responsibility for the receipt or payment of the CITY funds or control or inventories, assets, or records that are at risk of misappropriation; or (iii) have unescorted access to the CITY data centers, money rooms, or high-value equipment rooms; or (iv) have access to private residences; or (v) have access



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to Homeland Defense Bureau identified critical infrastructure sites/facilities. The Background Screening for this maximum risk level shall include the Background Screening required for the Standard Risk level, plus a sexual offender search, a credit check, and driving record search for the preceding seven (7) years from the contract worker’s proposed date of hire. Contract workers who work directly with children or vulnerable adults are also subject to fingerprint verification through the Arizona Department of public Safety as mandated by Phoenix City Code, § 2-45.6.

Contractor Certification; City Approval of Maximum Background Screening. By executing this Contract, the Contractor certifies and warrants that the Contractor has read the Background Screening requirements and criteria set forth above, understands them and that the Contractor has satisfied all such Background Screening requirements for the Minimum Risk Background Screenings. In addition, for Maximum Risk Background Screening, the Contractor shall provide for the CITY’s review and approval such Background Screenings for any contract worker considered for performing services under this Contract where human safety or facility security is classified as a Maximum Risk level. The CITY may, in its sole discretion, accept or reject any or all of the contract workers proposed by the Contractor for performing work under this Contract. A contract worker rejected for work at a Maximum Risk level under this Contract shall not be proposed to perform work under other CITY contracts or engagements without CITY’s prior written approval. Terms of This Provision Applicable to all of Contractor’s Contracts and Subcontracts. The Contractor shall include the terms of this provision for contract worker Background Screening in all contracts and subcontracts for work performed under this Contract, including supervision and oversight. Materiality of Background Screening Provisions; Indemnity. The Background Screening provisions of this Contract, as set forth above, are material to CITY’s entry into this Contract and any breach thereof by the Contractor may, at CITY’s option, sole and unfettered discretion, be considered to be a material breach of this Contract. In addition to the indemnity provisions set forth in Section 5.13 of this RFP, Contractor shall defend, indemnify and hold harmless the CITY for any and all Claims (as defined in Section 5.13) arising out of these Background Screening provisions including, but not limited to, the disqualification of a contract worker by Contractor or the CITY for failure to satisfy these provisions. Continuing Duty; Audit. The Contractor’s obligations that the Contractor’s workers satisfy the Background Screening requirements in these provisions shall continue throughout the entire term of this Contract. The Contractor shall notify the CITY immediately of any change to a Maximum Risk Background Screening of a contract worker previously approved by the CITY. The Contractor shall maintain all records and documents related to all Background Screenings and the CITY reserves the right to audit the Contractor’s compliance with these provisions.



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5.17 ACCESS CONTROLS, BADGE AND KEY ACCESS PROCEDURES A contract worker shall not be allowed to begin work in any CITY facility without: (1) the prior completion and CITY’s acceptance of the required background screening; and (2) when required, the contract worker’s receipt of a CITY issued badge. A badge will be issued to a contract worker solely for access to the CITY facility(s) to which the contract worker is assigned. Each contract worker who enters a CITY facility must use the badge issued to the contract worker. Badge Access Procedures. An authorized City of Phoenix badge application form is available at the City of Phoenix Badging Office, 251 W. Washington, 2nd Floor, Phoenix, AZ 85003-1611. Each contract worker (as defined herein) who is furnishing Standard Risk (as defined herein) or Maximum Risk (as defined herein) services under the Contract shall submit to the City of Phoenix Banking & Cashiering Division, 251 W. Washington, 3rd Floor, Phoenix, AZ 85003-1611: (i) a fully completed and authorized City of Phoenix badge application form; (ii) a check in the initial badge fee amount listed below made payable to the “City of Phoenix”; (iii) two forms of identification. One form of identification must be a government issued credential with an accompanying photograph. The second form of identification must be a valid passport; military issued identification card; immigration and naturalized services identification card; social security card; or an original birth certificate. After receipt of the badge application and payment, the contract worker will proceed to the badging office for processing of the badge application and issuance of the badge. The CITY will not process the badge application until the contract worker satisfies the required Background Screening (as defined in Section 5.15). The contract worker shall comply with all requirements and furnish all requested information within five (5) business days from initial submission of the badge application or the subject contract worker’s badge application shall be rejected. Key Access Procedures. If the contract worker’s services require keyed access to enter a CITY facility(s), a separate key issue/return form must be completed and submitted by the Contractor for each key issued. The key issue/return form is available at and the completed form shall be submitted to the badging office at the address above. Stolen or Lost Badges or Keys. The Contractor shall report lost or stolen badges or keys to their local police department and must obtain a police department report (PDR) prior to re-issuance of any lost or stolen badge or key. A new badge application or key issue form shall be completed and submitted along with payment of the applicable fees listed below prior to issuance of a new badge or key. Return of Badges or Keys. All badges and keys are the property of the CITY and must be returned to the CITY at the badging office within one (1) business day of when the contract worker’s access to a CITY facility is no longer required to furnish the services under the Contract. The Contractor shall collect a contract worker’s badge and key(s) upon the termination of the contract worker’s employment; when the contract worker’s services are no longer required at the particular CITY facility(s); or upon termination, cancellation or expiration of this contract.



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Contractor’s Default; Liquidated Damages; Reservation of Remedies for Material Breach. The Contractor’s default under this section shall include, but is not limited to the following: (i) Contract Worker gains access to a CITY facility(s) without the proper badge or key; (ii) contract worker uses a badge or key of another to gain access to a CITY facility; (iii) contract worker commences services under this Contract without the proper badge, key or Background Screening; (iv) contract worker or Contractor submits false information or negligently submits wrong information to the CITY to obtain a badge, key or applicable Background Screening; or (v) Contractor fails to collect and timely return contract worker’s badge or key upon termination of contract worker’s employment, reassignment of contract worker to another CITY facility or upon the expiration, cancellation or termination of the Contract. The Contractor acknowledges and agrees that the access control, badge and key requirements in this section are necessary to preserve and protect public health, safety and welfare. Accordingly, the Contractor agrees to properly cure any default under this section within three (3) business days from the date notice of default is sent by the CITY. The parties agree that the Contractor failure to properly cure any default under this section shall constitute a breach of this section. In addition to any other remedy available to the CITY at law or in equity, the Contractor shall be liable for and shall pay to the CITY the sum of one thousand dollars ($1,000.00) for each breach by the Contractor of this section. The parties further agree that the sum fixed above is reasonable and approximates the actual or anticipated loss to the CITY at the time and making of the Contract in the event that the Contractor breaches this section. Further, the parties expressly acknowledge and agree to the fixed sum set forth above because of the difficulty of proving the CITY’s actual damages in event that the Contractor breaches this section. The parties further agree that three (3) breaches by the Contractor of this section arising out of any default within a consecutive period of three (3) months or three (3) breaches by the Contractor of this section arising out of the default within a period of twelve (12) consecutive months shall constitute a material breach of this contract by the Contractor and the CITY expressly reserves all of its rights, remedies and interests under the contract by the Contractor and the CITY expressly reserves all of its rights, remedies and interests under the Contract, at law and in equity including, but not limited to, termination of the Contract. Badge, Intrusion Breach and Key Fees. The following constitute the badge and key fees under this contract. The CITY reserves the right to amend these fees upon thirty (30) days prior written notice to the Contractor.

Initial Badge Fee: $ 55.00 per applicant Replacement Badge Fee: $ 55.00 per badge Lost / Stolen Badge Fee: $ 55.00 per badge Replacement Key Fee: $ 55.00 per key Additional/Lost /Stolen Key Fee: $ 55.00 per key

Additional/Replacement Locks $ 55.00 per lock

Intrusion Alarm Breach $75.00 per occurrence and failing to notify Central Monitoring System (CMS) at time of breach causing a False Alarm Charge.



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6.1 PRICE PROPOSAL Price Proposal Operations Control Center and Data Collection Services Operations Control Center

Year 1 Year 2 (FY 2015-16) (FY 2016-17)

Total Annual Cost Total Monthly Fee x 12 Months $_______ $_______

Data Collection Services

Year 1 Year 2 (FY 2015-16) (FY 2016-17)

Total Annual Cost Total Monthly Fee x 12 Months $_______ $_______

TOTAL COST Year 1 Year 2 (FY 2015-16) (FY 2016-17)

Total Annual Cost Total Monthly Fee for Both Functions x 12 Months

$_______ $_______

Price Proposal – Option Years Operations Control Center and Data Collection Services Operations Control Center

Option Year 3 Option Year 4 Option Year 5 (FY 2017-18) (FY 2018-19) (FY 2019-20)

Total Annual Cost Total Monthly Fee x 12 Months $_______ $_______ $_______

Data Collection Services

Option Year 3 Option Year 4 Option Year 5 (FY 2017-18) (FY 2018-19) (FY 2019-20)

Total Annual Cost Total Monthly Fee x 12 Months $_______ $_______ $_______

TOTAL COST Option Year 3 Option Year 4 Option Year 5 (FY 2017-18) (FY 2018-19) (FY 2019-20)

Total Annual Cost Total Monthly Fee for Both Functions x 12 Months

$_______ $_______ $_______

Company Name _________________________________



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6.2 CERTIFICATION FORM

Proposer certifies it is a: proprietorship____; partnership____; corporation____.

Arizona Sales Tax No.____________________________

Use Tax No. for Out-of-State Suppliers_______________

City of Phoenix Sales Tax No.______________________

Taxpayer’s Federal Identification No._________________

Proposer certifies that he/she has read, understands, and will fully and faithfully comply with this Request for Proposal, its attachments and any referenced documents. Proposer also certifies that the prices offered were independently developed without consultation with any of the other Proposers or potential Proposers.

Company’s Legal Name _________________________

Address _________________________

City, State and Zip Code _________________________

Telephone Number _________________________

Company’s Fax No. _________________________

Company’s Toll Free No. _________________________

E-mail Address _________________________

Authorized Signature _________________________

Printed Name and Title _________________________

MAILING ADDRESSES

Purchase Order Address: (If different from above)

Name __________________________

Address __________________________

City, State and Zip Code __________________________

Payment Address: (If different from above)

NOTE: Any assignment of proceeds must go through the City of Phoenix, Division of Accounts, formal assignment procedure. Please refer to the Assignment – Delegation in the RFP.

Name __________________________

Address __________________________

City, State and Zip Code __________________________



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6.3 PAYMENT TERMS Proposer shall indicate the payment terms in their proposal submittal. Prompt payment terms offering twenty (20) calendar days or more will be considered in the proposal evaluation process. If no payment term is indicated, the CITY shall apply net thirty (30) days as Proposer’s payment terms. Proposer offers a prompt payment discount of ____% ____calendar days to apply after receipt of accurate invoice. 6.4 ADDENDA CERTIFICATION The following form shall be completed and included in the technical proposal. Failure to acknowledge receipt of all addenda may cause the proposal to be considered non-responsive to the solicitation. Acknowledged receipt of each addendum must be clearly established and included with the proposal. The undersigned acknowledges receipt of the following addenda to the documents:

Addendum No.____________ Dated________________




Company Name _________________________________

A-1

ATTACHMENT A – DRAFT CONTRACT

AGREEMENT BETWEEN

CITY OF PHOENIX

AND _________________________

AGREEMENT NO. _________

THIS AGREEMENT is made and entered into by and between the City of Phoenix, a

municipal corporation duly organized and existing under the laws of the state of Arizona acting by and through its Public Transit Department (hereinafter referred to as “CITY”) and _____________ (hereinafter referred to as “CONTRACTOR”).

RECITALS

WHEREAS, the City Manager of the City of Phoenix is authorized and empowered by

provisions of the City Charter to execute agreements for professional services; and,

WHEREAS, CITY desires to obtain the services that are specifically set forth in this

Agreement; and,

WHEREAS, CONTRACTOR is a corporation with the experience and the capability to

provide such services as desired by the CITY; and,

WHEREAS, the CITY has issued its solicitation document, Request for Proposals (RFP)

PTD15-003 to manage the Operations Control Center and Data Collection Services; and,

WHEREAS, the Proposal of __________and the subsequent terms and conditions were

authorized by Formal Action of the City Council dated ________;

NOW, THEREFORE, it is agreed by and between the parties as follows:

A-2

SECTION 1. TERM OF AGREEMENT.

A. The term of this Agreement shall be for a two (2) year period commencing on July 1, 2015 and continuing through June 30, 2017. In addition to the initial term, there are three (3) additional one (1) year option periods which, if exercised, will extend this Agreement through June 30, 2020. The option(s) to extend may be exercised by CITY, acting at its sole discretion, at any time prior to the expiration of the term then existing.

B. This Agreement terminates upon the earliest occurrence of any of the following:

1) reaching the end of the term as set forth in 1(A); 2) completing the services set forth in the Scope of Work attached as CONTRACT

EXHIBIT A (the “Services”); 3) payment of the maximum compensation under Section 3(A) of this Agreement,

unless it is amended to allow additional compensation; or 4) termination pursuant to the provisions of this Agreement.

SECTION 2. SCOPE OF WORK. CONTRACTOR shall manage the CITY’s Operations

Control Center and Data Collection services that will be in accordance with the Scope of Work as set forth in CONTRACT EXHIBIT A, which may be supplemented with additional detail from time to time during the term of the Agreement if and is satisfactory to the CITY.

SECTION 3. COMPENSATION.

A. CONTRACTOR’s compensation under this Agreement shall not exceed the sum of XXX DOLLARS for completion of all work specified herein. CONTRACTOR’s price proposal is attached hereto as CONTRACT EXHIBIT B. It is expressly understood and agreed that the aforementioned sum is inclusive of all travel expenses, overhead, benefits and administrative support.

B. CONTRACTOR shall submit one (1) invoice for Services provided during the previous month together with a detailed progress report fully documenting work performed, date of service, and a list of any deliverables submitted. Invoice must be submitted free of mathematical errors or missing supporting documentation. Upon finding of an error or missing documentation, the CITY will return the invoice to the CONTRACTOR. CONTRACTOR shall promptly correct and resubmit the revised invoice to the CITY. Failure to identify an error does not waive any of the CITY’s rights. Payment will be made within thirty (30) calendar days of receipt and approval of CONTRACTOR’s invoice. It is specifically understood, however, that no payment will be made in the absence of the required supporting documentation and/or reports. Invoices must be submitted to:

City of Phoenix/Public Transit Department Attn: Deputy Public Transit Director – Operations Division 302 North First Avenue, Suite 900 Phoenix, Arizona 85003

C. In accordance with the requirements of Chapter 19, § 2, Charter of the City of Phoenix, no more than ninety (90%) percent of the total contract price shall be paid prior to completion of all work to be performed under this Agreement and its acceptance by CITY.

A-3

SECTION 4. INDEMNIFICATION OF CITY AGAINST LIABILITY. CONTRACTOR

shall indemnify, defend, save and hold harmless the CITY and its officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of CONTRACTOR or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of or recovered under the Workers’ Compensation Law or arising out of the failure of such CONTRACTOR to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by CONTRACTOR from and against any and all claims. It is agreed that CONTRACTOR will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. In consideration of the award of the contract, CONTRACTOR agrees to waive all rights of subrogation against CITY, its officers, officials, agents and employees for losses arising from the work performed by CONTRACTOR for CITY.

SECTION 5. INSURANCE REQUIREMENTS. CONTRACTOR and its subcontractors shall deliver to the CITY, before commencement of the services provided under this Agreement, a certificate of insurance acceptable to the CITY in the amounts and form specified in CONTRACT EXHIBIT C. Failure of CONTRACTOR and its subcontractors to maintain insurance during the term of the Agreement, including renewal options, is a material breach and may result in immediate termination of this Agreement without notice. Insurance requirements are subject to periodic review and adjustment by the CITY. SECTION 6. LEGAL WORKER REQUIREMENTS. CITY is prohibited by A.R.S. § 41-4401 from awarding a contract to any CONTRACTOR who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A). Therefore, CONTRACTOR agrees that: A. CONTRACTOR and each subcontractor it uses warrants their compliance with all

federal immigration laws and regulations that relate to their employees and their compliance with § 23-214, subsection A.

B. A breach of a warranty under paragraph 6(A) shall be deemed a material breach of the

contract that is subject to penalties up to and including termination of the Agreement. C. The CITY retains the legal right to inspect the papers of any CONTRACTOR or

subcontractor employee who works on the Agreement to ensure that the CONTRACTOR or subcontractor is complying with the warranty under paragraph 7(A). SECTION 7. RESPONSIBILITY FOR COMPLIANCE WITH LEGAL REQUIREMENTS.

CONTRACTOR’s products, service, and facilities shall be in full compliance with all applicable Federal, State and local health, environmental, and safety laws, regulations, standards, codes and ordinances, regardless of whether or not they are referred to by CITY. At the request of CITY representatives, CONTRACTOR shall provide CITY:

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A. Environmental, safety and health regulatory compliance documents (written safety programs, training records, permits, etc.) applicable to services provided by CONTRACTOR in this Agreement.

B. A list of all federal, state, or local (EPA, OSHA, Maricopa County, etc.) citations or notice

of violations issued against their firm or their subcontractors including work performed, dates, reasons, dispositions, and resolutions.

CITY shall have the right, but not the obligation to inspect the facilities, transportation vehicles or vessels, containers and disposal facilities provided by CONTRACTOR or subcontractor. CITY shall also have the right to inspect operations conducted by CONTRACTOR or subcontractor in the performance of this Agreement.

SECTION 8. GENERAL CONDITIONS. The following general conditions are material to CITY’s entry into this Agreement, and CONTRACTOR’s breach of any one or more of them constitute a material breach of contract:

A. Records

CITY, FTA, the Comptroller General of the United States, or any designee may inspect and copy, as the case may be, any facilities, books, documents, papers, computerized media and records of CONTRACTOR that are pertinent to this Agreement for any purpose, including an audit, related to the Agreement. CONTRACTOR shall maintain all books, records, data, and documents according to generally accepted accounting principles as required by the uniform system of accounts and records. All required records must be maintained for a minimum of five (5) years after CITY makes the final payment and all other pending matters are closed.

B. Covenant Against Contingent Fees

Both parties warrant that no person has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee; and that no member of Congress, no member of the Phoenix City Council, and no officer, agent, or employee of CITY has any interest, financially or otherwise, in this Agreement.

C. Alteration in Character of Work

1) Whenever an alteration in the character of work results in a substantial change in the nature of services, thereby materially increasing or decreasing the cost of the performance, the work will be performed in accordance with this Agreement. Before any additional work is started, a contract change order or supplemental agreement shall be executed by CITY and CONTRACTOR. CITY and CONTRACTOR agree to negotiate and resolve contract change orders in good faith.

2) No changes in the scope, character, or complexity of work shall be made by CONTRACTOR without first receiving approval properly defining and limiting the change. CITY will not pay any claim for extra work done or materials furnished by CONTRACTOR except as provided in this Agreement, and CONTRACTOR may not do any work or furnish any materials not covered by this Agreement unless first approved in writing by CITY. Any such work or materials furnished by CONTRACTOR without prior written approval is CONTRACTOR’s sole risk, cost

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and expense, and CONTRACTOR may not make any claim for compensation for any such work or materials.

D. Additional Work

CONTRACTOR’s compensation for additional work, when authorized by executed Contract Change Order or Supplemental Agreement, will be negotiated and mutually agreed to between CITY and CONTRACTOR unless otherwise specified in this Agreement.

E. Assignability; Successors and Assigns

This Agreement is not assignable without the prior written consent of the parties, and any attempt to assign the Agreement without prior written consent is void. This Agreement extends to and is binding upon the parties’ respective heirs, successors, legal representatives and assigns.

F. Fiscal Year Clause. The continuation of this Agreement after the end of each fiscal year of the CITY is subject to the City of Phoenix appropriating funds for the Agreement in subsequent fiscal years. CITY does not represent that funding will be approximated because such a budgetary determination is solely within the City Council’s discretion at the time the subsequent budget is adopted. CITY’s fiscal years end on June 30 each year.

G. Fiscal Year Time for Payment. Under the provisions of A.R.S. § 42-17108, CITY may pay for services rendered or costs incurred only during a fiscal year in which the services and costs are budgeted and for a period of sixty (60) days thereafter. CONTRACTOR must submit its invoices for services performed or costs incurred, together with any required reports, before the close of a fiscal year allowing sufficient time for the processing of payment within the 60-day period.

H. Ownership of Documents and Products All software, documents and products created or developed by CONTRACTOR while performing under this Agreement belong to the CITY. This provision is intentionally broad. It applies to and includes software programs, drawings, artwork, publicity materials, reports, estimates, route information, schedules and related materials, hardware and other products whether or not transit related.

I. Contract Administration and Dispute Resolution

1) Disputes related to this Agreement’s interpretation or performance, if not resolved by the parties, must be decided in writing by Contracting Officer or his designee. The decision of the Contracting Officer is final and conclusive unless within ten (10) calendar days from the date of receipt of the decision, CONTRACTOR appeals in writing to the CITY’s Public Transit Director. On appeal, CONTRACTOR will be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Public Transit Director or designee is binding on the CONTRACTOR, and the CONTRACTOR shall abide by the decision.

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2) Performance During Dispute: CONTRACTOR shall continue performance under this Agreement during all disputes unless CONTRACTOR’s performance is refused by CITY or is enjoined or prohibited by court of competent jurisdiction.

3) Claims for Damages: If either party to the contact suffers injury or damage to person or property because of any act or omission of the other party or of any of its employees, agents or others for whose acts it is legally liable, the injured [arty shall make a claim for damages in writing to the other party within five (5) calendar days after the first observance of the injury of damage.

4) Remedies: Unless the Agreement provides otherwise, all claims, counterclaims, disputes and other matters in question between CITY and CONTRACTOR arising out of or relating to this Agreement or its breach must be decided by arbitration.

5) Rights and Remedies: The parties’ rights and remedies and their duties and obligations under this Agreement do not limit or exclude any rights, remedies, duties or obligations otherwise recognized or imposed by law. No action or failure to act by CITY or CONTRACTOR constitutes a waiver of any right or duty afforded either of them under the Agreement, and any such action or failure to act does not constitute approval of or acquiescence in any breach of the Agreement, except as may later be specifically agreed in writing.

J. Contract Order of Precedence

If a conflict appears between this Agreement’s provisions and other incorporated documents, the following take precedent in the order set forth below to resolve the conflict:

1) This Agreement; 2) City terms and conditions; 3) Appendices and exhibits; 4) RFP PTD15-003 and Contractor’s Proposal; 5) Other documents referenced or included in the RFP.

Unless otherwise specifically provided, in resolving any conflict or inconsistency among the foregoing documents, the most recent in time prevails over older documents or provisions covering the same issue and, provisions most favorable to CITY shall prevail over less favorable conflicting or inconsistent provisions wherever they may be found.

K. Key Personnel

Should CONTRACTOR’s current key personnel performing under this Agreement and listed in CONTRACTOR’s proposal become unavailable, their replacement shall be subject to CITY’s prior approval. “Key personnel” as the term is used in this paragraph includes CONTRACTOR’s project manager and other project personnel identified in the CONTRACTOR’s proposal.

L. Notices

Any notice, consent of other communication (“Notice”) required or permitted under this Agreement must be in writing and either delivered in person, sent by facsimile transmission, deposited in the United States mail, postage prepaid, registered or

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certified mail, return receipt requested, or deposited with any commercial air courier or express service addressed as follows:

If to CONTRACTOR:

If to CITY: Maria Hyatt, Public Transit Director City of Phoenix Public Transit Department 302 North 1st Avenue, Suite 900 Phoenix, AZ 85003 Telephone: (602) 262-7242 FAX (602) 495-2002

Notices shall be deemed received at the time they are personally served or sent by facsimile transmission, on the second day after deposit with any commercial air courier or express service or, if mailed, ten (10) days after the Notice is deposited in the United States mail. Any time period stated in a Notice must be computed from the time the Notice is deemed received. Either party may change its mailing address or the person to receive Notice by notifying the other party as provided in this paragraph.

Notices sent by facsimile transmission must also be sent by regular mail to the recipient at the above address. This requirement for duplicate notice does not change the effective date of the notice sent by facsimile transmission.

M. Attorneys’ Fees

If suit is brought by either party to enforce the terms of this Agreement, to collect any monies due, or to collect money damages for breach, the prevailing party is entitled to recover, in addition to any other remedy, reimbursement for reasonable attorneys’ fees, court costs, costs of investigation and other related expenses incurred in connection therewith.

N. Federal, State and Local Laws

CONTRACTOR warrants that it shall comply with all federal, state and local laws and ordinances and all lawful orders, rules and regulations applicable to this Agreement.

O. Cancellation Rights

This Agreement is subject to cancellation by CITY pursuant to the provisions of Arizona Revised Statutes § 38-511.

P. Waiver

CITY’s failure at any time to require performance of any provision of this Agreement in no way affects the right of CITY to enforce the provision later or to enforce any other provision of this Agreement.

Q. Compliance with the Immigration Reform and Control Act of 1986 (IRCA) Required

CONTRACTOR understands and acknowledges the applicability to it of IRCA and Arizona Revised Statutes § 23-211 through § 23-214. CONTRACTOR shall comply with IRCA and with A.R.S. § 23-211 through § 23-214 in performing this Agreement and shall permit CITY inspection of its personnel records to verify compliance.

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R. Implied Contract Terms Each and every provision of law and any clause required by law to be in this Agreement must be read and enforced as though it were included in the Agreement, and if any such provision is not inserted or is not correctly inserted, then upon either party’s request the Agreement must be promptly amended to insert the correct provision.

S. Organization Disclaimer

This Agreement is not intended to constitute, create, give rise to or otherwise recognize a joint venture agreement or partnership between the parties or any other formal business organization, and the parties have only the rights and obligations set forth in the Agreement. No person, employee, subcontractor, or supplier of CONTRACTOR may be considered a CITY employee, and no CITY civil service, retirement or personnel rights or privileges accrue to such persons. CONTRACTOR assumes all liability for all salaries, wages, bonuses, retirement, withholdings, worker’s compensation, occupational disease compensation, unemployment compensation, other employee benefits and all related taxes and premiums for such persons. CONTRACTOR shall defend and indemnify CITY against all of these liabilities.

SECTION 9. TERMINATION OF SERVICES.

A. Termination for Convenience. At any time, CITY may terminate this Agreement for convenience by written notice to CONTRACTOR. Under this provision, CITY may terminate the Agreement for any reason or for no reason. CONTRACTOR shall be paid its costs, including contract close-out costs, and profit on work performed up to the date of termination. CONTRACTOR shall promptly submit these costs to CITY for payment together with such supporting documentation as CITY may require. If CONTRACTOR has any property in its possession belonging to CITY, CONTRACTOR shall account for and return or dispose of the property as CITY directs. When Notice of Termination is received, CONTRACTOR shall immediately consult with CITY about the goods and materials on order then or that are in place and about CONTRACTOR’s plan to proceed with the work had the Agreement not been terminated. After this consultation, CONTRACTOR shall take whatever action CITY may direct related to the Agreement, including cancelling orders; retaining, selling or otherwise disposing of goods and materials; and winding up work or continuing to prosecute it.

B. Termination for Cause. Subject to CONTRACTOR’s right to cure under the provisions of 9(D). below, if CONTRACTOR: (a) fails to provide any of the deliverables specified in this Agreement within the time specified or any extension; or (b) fails to perform any other material provision of this Agreement, CITY may terminate the Agreement for cause. Failure to perform includes any attempt by CONTRACTOR to use unacceptable personnel or supply materials, defective products or workmanship or to furnish the required service and/or product later than the time set forth in the Agreement. If, after termination for cause, it is determined that CONTRACTOR was not in default or that a delay was excusable, then the termination shall be deemed a termination for convenience, and CITY may, in its sole discretion, require CONTRACTOR to continue performance of this Agreement and, if appropriate under the circumstances, allow additional time for performance to be completed, and pay CONTRACTOR its costs of delay, demobilization and remobilization, if appropriate.

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C. Notice of Termination. CITY shall give CONTRACTOR thirty (30) days’ written notice before terminating CONTRACTOR for convenience or for cause. To effect either termination, CITY shall deliver a Notice of Termination to CONTRACTOR specifying: (a) the nature of the default, if any; (b) the nature of the termination, i.e., whether for convenience or cause; (c) the date upon which the termination takes effect.

D. Opportunity to Cure. Before termination for cause, the Contract Administrator, after consultation with CONTRACTOR, will deliver to CONTRACTOR a notice to cure and allow CONTRACTOR thirty (30) calendar days (or such other period agreed to between CONTRACTOR and CITY) within which CONTRACTOR correct and cure the defect. Upon receiving the cure notice, CONTRACTOR shall diligently pursue the cure to completion. The notice will state the time period within which cure is permitted together with other reasonable conditions.

If CONTRACTOR fails to correct and cure the breach or default of any of the terms, covenants, or conditions of this Agreement within thirty (30) calendar days (or such other period agreed to between CONTRACTOR and CITY) after CONTRACTOR’s receipt of the notice to cure specifying the nature of the default or breach, then CITY may terminate this Agreement by delivering a notice of termination for cause in accordance with 9(B) above.

Any termination for cause will not preclude CITY from also pursuing all other available remedies against CONTRACTOR and its sureties for the default or breach.

SECTION 10. CONFIDENTIALITY AND DATA SECURITY. A. All data, regardless of form, including originals, images and reproductions, prepared by,

obtained by, or transmitted to CONTRACTOR in connection with this Agreement are confidential, proprietary information owned by CITY. Except as specifically provided in this Agreement, CONTRACTOR shall not disclose data generated in performing any service to any third person without the prior written consent of the City Manager or his/her designee.

B. Personal identifying in information, financial account information, or restricted CITY information, whether electronic format or hard copy, must be secured and protected at all times to avoid unauthorized access. At a minimum, CONTRACTOR must encrypt and/or password-protect electronic files. This includes data saved to laptop computers, computerized devices or removable storage devices. When personal identifying information, financial account information, or restricted CITY information, regardless of its format, is no longer necessary, the information must be redacted or destroyed through appropriate and secure methods that ensure the information cannot be viewed, accessed or reconstructed.

C. If data collected or obtained by CONTRACTOR in connection with this Agreement is believed to have been compromised, CONTRACTOR shall notify the City Privacy Officer immediately. CONTRACTOR agrees to reimburse CITY for any costs incurred by CITY to investigate potential breaches of the data and if applicable, the cost of notifying individuals who may be impacted by the breach.

D. CONTRACTOR shall incorporate the requirements of this section into all subcontractor agreements entered into by CONTRACTOR. Any violation of this section will be deemed

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to cause irreparable harm that justifies injunctive relief in court, notwithstanding the parties have agreed to arbitrate other disputes under the Agreement. A violation of this section may result in immediate termination of Agreement without notice.

E. CONTRACTOR shall defend, indemnify, and hold harmless the CITY and its officers, officials, agents, and employees from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorney’s and experts’ fees, and cost of claims-processing, investigation and litigation) for any loss caused, or alleged to be caused, in whole or in part, by CONTRACTOR’s or any of its owners’, officers’, directors’, agents’ or employees’ failure to comply with the requirements of this section. This indemnity includes any claim arising out of CONTRACTOR’s failure to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree.

F. CONTRACTOR’s obligations under this section survive termination of this Agreement. SECTION 11. AFFIRMATIVE ACTION. CONTRACTOR shall not discriminate against

any worker, employee or applicant, or any member of the public, because of race, color, religion, sex, national origin, age, or disability nor otherwise commit an unfair employment practice. CONTRACTOR shall ensure that applicants are employed, and employees are dealt with during employment without regard to their race, color, religion, sex, national origin, age, or disability. Such action shall include but not be limited to the following: employment, promotion, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training; including apprenticeship. This clause must be incorporated in all subcontracts with all labor organizations furnishing skilled, unskilled and union labor, or who may perform any such labor or services in connection with this Agreement.

CONTRACTOR further agrees that this clause will be incorporated in all subcontracts, job-consultant agreements or subleases of this Agreement.

SECTION 12. INTEGRATION. This Agreement constitutes the full and complete understanding and agreement of the parties and supersedes all prior understandings, agreements, discussion, proposals, bids, negotiations, communications, and correspondence, whether oral or written. Neither party has made any representation, promise, inducement or statement of intention that is not embodied in this Agreement and neither party is bound by or liable for any matter not in the Agreement.

SECTION 13. GOVERNING LAW; FORUM; VENUE. This Agreement is executed and

delivered in the state of Arizona, and the substantive laws of Arizona (without reference to choice-of-law principles) govern the Agreement’s interpretation and enforcement. Any action to interpret or enforce this Agreement must be commenced and maintained in the state or federal courts of the state of Arizona, Maricopa County.

SECTION 14. FORCE MAJEURE. Except for payment for all amounts due, neither party shall be liable to the other nor deemed in default under this Agreement if and to the extent that the party's performance of this Agreement is prevented by a force majeure, which means an occurrence beyond the control and without the fault of the party affected. But a force majeure does not include late performance by a subcontractor unless the delay was beyond the control and without the fault of the subcontractor.

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If either party is delayed in the progress of the work by force majeure, the delayed party shall notify the other party, in writing and as soon as is practical, of the commencement of the delay and the specific causes of delay. The notice must be hand-delivered or mailed certified-mail return-receipt requested and must make a specific reference to and invoke this provision. The delayed party shall endeavor to end the delay as soon as practicable and shall notify the other party in writing when it has done so. The time of completion will be extended by contract modification for the time the delay prevented the delayed party from performing this Agreement.

SECTION 15. CONFLICTS OF INTEREST.

A. CONTRACTOR acknowledges that, to the best of its knowledge, information and belief, no person has been employed or retained to solicit or secure this Agreement upon a promise of a commission, percentage, brokerage, or contingent fee, and that no member of the Phoenix City Council or any employee of the CITY has any financial interest in the contracting firm. For breach of violation of this warranty, CITY shall have the right to annul this Agreement without liability, including any such commission, percentage, brokerage or contingent fee.

B. CITY reserves the right to disqualify CONTRACTOR in the event the CITY determines CONTRACTOR has an actual or apparent conflict of interest with the purposes of this Agreement, and the provisions and procedures set forth in Section 9 shall apply.

C. If CITY finds that CONTRACTOR or anyone on its behalf offered or gave gratuities in the form of entertainment, gifts or inducements to any CITY officer or employee for the purpose of securing this Agreement, or securing favorable treatment with respect to the awarding, amending, or making of any determination with respect to the performance of this Agreement, the CITY, may, by one (1) calendar day written notice to CONTRACTOR, terminate CONTRACTOR’s right to perform this Agreement; provided that and the issue may be litigated in an Arizona court of competent jurisdiction. In the event of such termination, the CITY is entitled to the same remedies against CONTRACTOR as could be pursued for CONTRACTOR’s default or breach. SECTION 16. CLAIMS OR DEMANDS AGAINST THE CITY. CONTRACTOR shall

comply with the provisions of Chapter 18, Section 14 of the Charter of the City of Phoenix, pertaining to claims or demands against the CITY, including provisions therein for set-off of indebtedness to the CITY against demands on the CITY. CONTRACTOR shall follow the prescribed procedure for presentation of claims and demands. In addition, CONTRACTOR shall comply with the claim statutes, A.R.S. §§ 12-821 and 12-821.01, pertaining to claims against the CITY.

Nothing in this Agreement constitutes a dispute resolution process, an administrative claims process, or contractual term as used in A.R.S § 12-821.01(C) to affect the date on which a claim accrues under A.R.S § 12-821.01(A) and (B).

SECTION 17. RELEASE OF INFORMATION – ADVERTISING AND PROMOTION. CONTRACTOR shall not publish, release, disclose or announce to any member of the public, press, official body, or any other third party: (1) any information concerning this Agreement or the services provided under it, or (2) any Agreement- related documents or their contents without the prior written consent of CITY, except as required by law. The name of any site on which services are performed shall not be used in any advertising or other promotional context by CONTRACTOR without CITY’s prior written consent.

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SECTION 18. PROFESSIONAL COMPETENCY.

A. Qualifications. CONTRACTOR represents that it is familiar with the nature and extent of this Agreement, the Services, and any conditions that may affect its performance under this Agreement. CONTRACTOR further represents that it is fully experienced and properly qualified, is in compliance with all applicable license requirements, and is equipped, organized, and financed to perform such services.

B. Level of Care and Skill. Services provided by CONTRACTOR will be performed in a manner consistent with that level of care and skill ordinarily exercised by members of CONTRACTOR’s profession currently practicing in the same industry under similar conditions. CONTRACTOR or approval by the CITY of CONTRACTOR’s work shall in no way relieve CONTRACTOR of liability to the CITY for damages suffered or incurred arising from the failure of CONTRACTOR to adhere to the aforesaid standard of professional compliance. SECTION 19. CONTRACTOR WORKER BACKGROUND SCREENING.

A. Contract Worker Background Screening. CONTRACTOR agrees that all contract workers and subcontractors (collectively “Contract Worker(s)”) that CONTRACTOR furnishes to the CITY pursuant to this Agreement shall be subject to background and security checks and screening (collectively “Background Screening”) at CONTRACTOR’s sole cost and expense as set forth in this Section. The Background Screening provided by CONTRACTOR shall comply with all applicable laws, rules and regulations. CONTRACTOR further agrees that the Background Screening required in this Section is necessary to preserve and protect public health, safety and welfare. The Background Screening requirements set forth in this Section are the minimum requirements for this Agreement. The City in no way warrants that these minimum requirements are sufficient to protect CONTRACTOR from any liabilities that may arise out of CONTRACTOR’s services under this Agreement or CONTRACTOR’s failure to comply with this Section. Therefore, in addition to the specific measures set forth below, CONTRACTOR and its Contract Workers shall take such other reasonable, prudent and necessary measures to further preserve and protect public health, safety and welfare when providing services under this Agreement.

B. Background Screening Requirements and Criteria. Because of the varied types of services performed, the CITY has established three levels of risk and associated Background Screening. The risk level and Background Screening required for this Agreement is Maximum Risk.

1) Minimum Risk and Background Screening (“Minimum Risk”). A minimum risk Background Screening shall be performed when the Contract

Worker: (i) will not have direct access to CITY facilities or information systems; or (ii) will not work with vulnerable adults or children; or (iii) when access to CITY facilities is escorted by CITY workers. The Background Screening for minimum risk shall consist of the screening required by Arizona Revised Statutes §§ 41-4401 and following to verify legal Arizona worker status.

2) Standard Risk and Background Screening (“Standard Risk”). A standard risk Background Screening shall be performed when the contract worker’s work assignment will: (i) require a badge or key for access for CITY facilities; or (ii) allow any access to sensitive, confidential records, personal

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identifying information or restricted CITY information; or (iii) allow unescorted access to City facilities during normal and non-business hours. The Background Screening for this standard risk level shall include the Background Screening required for the Minimum Risk level and a background check for real identity/ legal name, and shall include felony and misdemeanor records from any county in the United States, the state of Arizona, plus any other jurisdiction where the contract worker has lived at any time in the preceding seven (7) years from the contract worker’s proposed date of hire.

3) Maximum Risk and Background Screening (“Maximum Risk”). A maximum risk Background Screening shall be performed when the contract worker’s work assignment will: (i) have any contact with vulnerable people such as children, youth, elderly, or individuals with disabilities; or (ii) have any responsibility for the receipt or payment of the CITY funds or control or inventories, assets, or records that are at risk of misappropriation; or (iii) have unescorted access to the CITY data centers, money rooms, or high-value equipment rooms; or (iv) have access to private residences; or (v) have access to Homeland Defense Bureau identified critical infrastructure sites/facilities. The Background Screening for this maximum risk level shall include the Background Screening required for the Standard Risk level, plus a sexual offender search, a credit check, and driving record search for the preceding seven (7) years from the contract worker’s proposed date of hire. Contract workers who work directly with children or vulnerable adults are also subject to fingerprint verification through the Arizona Department of public Safety as mandated by Phoenix City Code, § 2-45.6.

C. CONTRACTOR Certification; CITY Approval of Maximum Risk Background Screening. By executing this Agreement, CONTRACTOR certifies and warrants that CONTRACTOR has read the Background Screening requirements and criteria in this Section, understands them and that all Background Screening information furnished to the CITY is accurate and current. Also, by executing this Agreement, CONTRACTOR further certifies and warrants that CONTRACTOR has satisfied all such Background Screening requirements for the Minimum Risk and Standard Risk Background Screenings as required. In addition, for Maximum Risk Background Screening, CONTRACTOR shall furnish to the Public Transit Department for the CITY’s review and approval such Background Screenings for any Contract Worker considered for performing services under this Agreement where human safety or facility security is classified as a Maximum Risk level. The subject Contract Worker shall not apply for the appropriate City of Phoenix identification and access badge or keys until CONTRACTOR has received the CITY’s written acceptance of the subject Contract Worker’s Maximum Risk Background Screening. The CITY may, in its sole discretion, accept or reject any or all of the Contract Workers proposed by CONTRACTOR for performing work under this Agreement. A Contract Worker rejected for work at a Maximum Risk level under this Agreement shall not be proposed to perform work under other CITY contracts or engagements without CITY’s prior written approval.

D. Terms of This Section Applicable to all of CONTRACTOR’s Contracts and Subcontracts. CONTRACTOR shall include the terms of this Section for Contract Worker Background Screening in all contracts and subcontracts for services furnished under this Agreement including, but not limited to, supervision and oversight services.

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E. Materiality of Background Screening Requirements; Indemnity. The Background Screening requirements of this Section are material to CITY’s entry into this Agreement and any breach of this Section by CONTRACTOR shall be deemed a material breach of this Agreement. In addition to the indemnity provisions set forth in Section 4 of this Agreement, CONTRACTOR shall defend, indemnify and hold harmless the CITY for any and all Claims (as defined in Section 4) arising out of this Background Screening Section including, but not limited to, the disqualification of a Contract Worker by CONTRACTOR or the CITY for failure to satisfy this Section.

F. Continuing Duty; Audit. CONTRACTOR’s obligations and requirements that Contract Workers satisfy this Background Screening Section shall continue throughout the entire term of this Agreement. CONTRACTOR shall notify the CITY immediately of any change to a Maximum Risk Background Screening of a Contract Worker previously approved by the CITY. CONTRACTOR shall maintain all records and documents related to all Background Screenings and the CITY reserves the right to audit CONTRACTOR’s compliance with this Section pursuant to Section 9(A).

SECTION 20. ACCESS CONTROLS, BADGE AND KEY ACCESS PROCEDURES. A contract worker shall not be allowed to begin work in any CITY facility without: (1) the prior completion and CITY’s acceptance of the required background screening; and (2) when required, the contract worker’s receipt of a CITY issued badge. A badge will be issued to a contract worker solely for access to the CITY facility(s) to which the contract worker is assigned. Each contract worker who enters a CITY facility must use the badge issued to the contract worker. Badge Access Procedures. An authorized City of Phoenix badge application form is available at the City of Phoenix Badging Office, 251 W. Washington, 2nd Floor, Phoenix, AZ 85003-1611. Each contract worker (as defined herein) who is furnishing Standard Risk (as defined herein) or Maximum Risk (as defined herein) services under the Agreement shall submit to the City of Phoenix Banking & Cashiering Division, 251 W. Washington, 3rd Floor, Phoenix, AZ 85003-1611: (i) a fully completed and authorized City of Phoenix badge application form; (ii) a check in the initial badge fee amount listed below made payable to the “City of Phoenix”; (iii) two forms of identification. One form of identification must be a government issued credential with an accompanying photograph. The second form of identification must be a valid passport; military issued identification card; immigration and naturalized services identification card; social security card; or an original birth certificate. After receipt of the badge application and payment, the contract worker will proceed to the badging office for processing of the badge application and issuance of the badge. The CITY will not process the badge application until the contract worker satisfies the required Background Screening (as defined in Section 20). The contract worker shall comply with all requirements and furnish all requested information within five (5) business days from initial submission of the badge application or the subject contract worker’s badge application shall be rejected. Key Access Procedures. If the contract worker’s services require keyed access to enter a CITY facility(s), a separate key issue/return form must be completed and submitted by the CONTRACTOR for each key issued. The key issue/return form is available at and the completed form shall be submitted to the badging office at the address above. Stolen or Lost Badges or Keys. CONTRACTOR shall report lost or stolen badges or keys to their local police department and must obtain a police department report (PDR) prior to re-issuance of any lost or stolen badge or key. A new badge application or key issue form shall be

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completed and submitted along with payment of the applicable fees listed below prior to issuance of a new badge or key. Return of Badges or Keys. All badges and keys are the property of the CITY and must be returned to the CITY at the badging office within one (1) business day of when the contract worker’s access to a CITY facility is no longer required to furnish the services under the Agreement. CONTRACTOR shall collect a contract worker’s badge and key(s) upon the termination of the contract worker’s employment; when the contract worker’s services are no longer required at the particular CITY facility(s); or upon termination, cancellation or expiration of this contract. CONTRACTOR’s Default; Liquidated Damages; Reservation of Remedies for Material Breach. CONTRACTOR’s default under this section shall include, but is not limited to the following: (i) Contract Worker gains access to a CITY facility(s) without the proper badge or key; (ii) contract worker uses a badge or key of another to gain access to a CITY facility; (iii) contract worker commences services under this contract without the proper badge, key or Background Screening; (iv) contract worker or CONTRACTOR submits false information or negligently submits wrong information to the CITY to obtain a badge, key or applicable Background Screening; or (v) CONTRACTOR fails to collect and timely return contract worker’s badge or key upon termination of contract worker’s employment, reassignment of contract worker to another CITY facility or upon the expiration, cancellation or termination of the Agreement. CONTRACTOR acknowledges and agrees that the access control, badge and key requirements in this section are necessary to preserve and protect public health, safety and welfare. Accordingly, CONTRACTOR agrees to properly cure any default under this section within three (3) business days from the date notice of default is sent by the CITY. The parties agree that CONTRACTOR failure to properly cure any default under this section shall constitute a breach of this section. In addition to any other remedy available to the CITY at law or in equity, the CONTRACTOR shall be liable for and shall pay to the CITY the sum of one thousand dollars ($1,000.00) for each breach by CONTRACTOR of this section. The parties further agree that the sum fixed above is reasonable and approximates the actual or anticipated loss to the CITY at the time and making of the Agreement in the event that CONTRACTOR breaches this section. Further, the parties expressly acknowledge and agree to the fixed sum set forth above because of the difficulty of proving the CITY’s actual damages in event that CONTRACTOR breaches this section. The parties further agree that three (3) breaches by CONTRACTOR of this section arising out of any default within a consecutive period of three (3) months or three (3) breaches by CONTRACTOR of this section arising out of the default within a period of twelve (12) consecutive months shall constitute a material breach of this contract by CONTRACTOR and the CITY expressly reserves all of its rights, remedies and interests under the contract by CONTRACTOR and the CITY expressly reserves all of its rights, remedies and interests under the Agreement, at law and in equity including, but not limited to, termination of the Agreement. Badge, Intrusion Breach and Key Fees. The following constitute the badge and key fees under this Agreement. The CITY reserves the right to amend these fees upon thirty (30) days prior written notice to CONTRACTOR.

Initial Badge Fee: $ 55.00 per applicant Replacement Badge Fee: $ 55.00 per badge Lost / Stolen Badge Fee: $ 55.00 per badge Replacement Key Fee: $ 55.00 per key Additional/Lost /Stolen Key Fee: $ 55.00 per key Additional/Replacement Locks $ 55.00 per lock

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Intrusion Alarm Breach $75.00 per occurrence and failing to notify Central Monitoring System (CMS) at time of breach causing a False Alarm Charge. SECTION 21. EFFECTIVE DATE. This Agreement will be in full force and effect only

when it has been approved by the City Council of the City of Phoenix, Arizona, executed by the duly authorized officials of the respective parties, and filed with the Phoenix City Clerk.

SECTION 22. EXHIBITS; INCORPORATION BY REFERENCE. The RFP, addenda

and CONTRACTOR’s Proposal are incorporated into this Agreement by reference. The following attached Exhibits are each by this reference also incorporated into this Agreement.

Exhibit “A” Scope of Work

Exhibit “B” Price Proposal

Exhibit “C” Insurance Requirements

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IN WITNESS WHEREOF, the parties herein have caused this Agreement to be executed in triplicate originals.

CITY OF PHOENIX, ARIZONA

ED ZUERCHER, City Manager

By________________________

Maria Hyatt Public Transit Director

ATTEST:

__________________________________

City Clerk

APPROVED AS TO FORM:

__________________________________

Acting City Attorney

APPROVED BY CITY COUNCIL ORDINANCE NO. _________on ____________

By________________________

ATTEST:

___________________________________

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CONTRACT EXHIBIT A SCOPE OF WORK

(See RFP Section 2)

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CONTRACT EXHIBIT B PRICE PROPOSAL

(Exhibit B – Price proposal to be completed after contract award)

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CONTRACT EXHIBIT C INSURANCE REQUIREMENTS

(Insurance requirements as listed in Section 5.14 of the RFP)

CITY OF PHOENIX PUBLIC TRANSIT DEPARTMENT REQUEST … The primary function of the Operations Control...

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